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Blue Owl Capital Corp - Quarter Report: 2023 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, 2023
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 814-01190
______________________________________________
BLUE OWL CAPITAL CORPORATION
(Exact name of Registrant as specified in its Charter) 
Maryland47-5402460
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer
Identification No.)
399 Park Avenue, New York, New York
10022
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: (212) 419-3000
______________________________________________
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par value per shareOBDCThe 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 8, 2023, the registrant had 389,732,868 shares of common stock, $0.01 par value per share, outstanding.
1

Table of Contents
Page
PART I
FINANCIAL INFORMATION
Item 1.
Signatures
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 Blue Owl Capital Corporation (the “Company,” “we” or “our”), our current and prospective portfolio investments, our industry, our beliefs and opinions, and our assumptions. Words such as “anticipates,” “expects,” “intends,” “plans,” “will,” “may,” “continue,” “believes,” “seeks,” “estimates,” “would,” “could,” “should,” “targets,” “projects,” “outlook,” “potential,” “predicts” and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including without limitation:
•an economic downturn could impair our portfolio companies’ ability to continue to operate, which could lead to the loss of some or all of our investments in such portfolio companies;
•an economic downturn could disproportionately impact the companies that we intend to target for investment, potentially causing us to experience a decrease in investment opportunities and diminished demand for capital from these companies;
•the impact of rising interest rates, elevated inflation rates, ongoing supply chain and labor market disruptions, instability in the U.S. and international banking systems, and the risk of recession or a shutdown of government services could impact our business prospects and the prospects of our portfolio companies;
•an economic downturn could also impact availability and pricing of our financing and our ability to access the debt and equity capital markets;
•a contraction of available credit and/or an inability to access the equity markets could impair our lending and investment activities;
•interest rate volatility could adversely affect our results, particularly because we use leverage as part of our investment strategy;
•currency fluctuations could adversely affect the results of our investments in foreign companies, particularly to the extent that we receive payments denominated in foreign currency rather than U.S. dollars;
•our future operating results;
•our contractual arrangements and relationships with third parties;
•the ability of our portfolio companies to achieve their objectives;
•competition with other entities and our affiliates for investment opportunities;
•risks related to the uncertainty of the value of our portfolio investments, particularly those having no liquid trading market;;
•the use of borrowed money to finance a portion of our investments as well as any estimates regarding potential use of leverage;
•the adequacy of our financing sources and working capital;
•the loss of key personnel;
•the timing of cash flows, if any, from the operations of our portfolio companies;
•the ability of Blue Owl Credit Advisors LLC (“the Adviser” or “our Adviser”) to locate suitable investments for us and to monitor and administer our investments;
•the ability of the Adviser to attract and retain highly talented professionals;
•our ability to qualify for and maintain our tax treatment as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), and as a business development company (“BDC”);
•the impact that environmental, social and governance matters could have on our brand and reputation and our portfolio companies;
•the effect of legal, tax and regulatory changes;
•the impact of information technology system failures, data security breaches, data privacy compliance, network disruptions, and cybersecurity attacks
•the escalated conflict in the Middle East;
•the impact of geo-political conditions, including revolution, insurgency, terrorism or war, including those arising out of the ongoing war between Russia and Ukraine and general uncertainty surrounding the financial and political stability of the United States, the United Kingdom, the European Union and China, on financial market volatility, global economic markets, and various markets for commodities globally such as oil and natural gas; and
•other risks, uncertainties and other factors previously identified in the reports and other documents we have filed with the Securities and Exchange Commission (“SEC”).
Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this report should not be regarded as a representation by us that our plans and objectives will be achieved. These forward-looking statements apply only as of the date of this report. Moreover, we assume no duty and do not undertake to update the forward-looking statements. Because we are an investment company, the forward-looking statements and projections contained in this report are excluded from the safe harbor protection provided by Section 21E of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”).
1

Item 1. Consolidated Financial Statements
Blue Owl Capital Corporation
Consolidated Statements of Assets and Liabilities
(Amounts in thousands, except share and per share amounts)
September 30, 2023 (Unaudited)
December 31, 2022
Assets
Investments at fair value
Non-controlled, non-affiliated investments (amortized cost of $11,500,055 and $12,133,062, respectively)
$11,471,820 $12,010,369 
Non-controlled, affiliated investments (amortized cost of $19,352 and $6,224, respectively)
19,8056,175 
Controlled, affiliated investments (amortized cost of $1,303,464, and $906,846, respectively)
1,404,533993,801
Total investments at fair value (amortized cost of $12,822,871 and $13,046,132, respectively)
12,896,15813,010,345
Cash (restricted cash of $89,264 and $96,420, respectively)
429,676444,278
Foreign cash (cost of $2,357 and $809, respectively)
2,354809
Interest receivable107,112108,085
Receivable from a controlled affiliate22,53217,709
Prepaid expenses and other assets3,9883,627
Total Assets$13,461,820 $13,584,853 
Liabilities
Debt (net of unamortized debt issuance costs of $80,535 and $95,647, respectively)
$7,062,399 $7,281,744 
Distribution payable128,612 129,517 
Management fee payable47,796 47,583 
Incentive fee payable40,314 34,462 
Payables to affiliates6,292 6,351 
Accrued expenses and other liabilities176,398 202,793 
Total Liabilities7,461,811 7,702,450 
Commitments and contingencies (Note 7)
Net Assets
Common shares $0.01 par value, 500,000,000 shares authorized; 389,732,868 and 392,476,687 shares issued and outstanding, respectively
3,897 3,925 
Additional paid-in-capital5,936,644 5,970,674 
Accumulated undistributed (overdistributed) earnings59,468 (92,196)
Total Net Assets6,000,0095,882,403
Total Liabilities and Net Assets$13,461,820 $13,584,853 
Net Asset Value Per Share$15.40 $14.99 

The accompanying notes are an integral part of these consolidated financial statements.
1
Blue Owl Capital Corporation
Consolidated Statements of Operations
(Amounts in thousands, except share and per share amounts)
(Unaudited)

For the Three Months Ended September 30,
For the Nine Months Ended September 30,
2023
2022
2023
2022
Investment Income
Investment income from non-controlled, non-affiliated investments:
Interest income$307,701 $240,601 $894,371 $655,303 
Payment-in-kind (“PIK”) interest income
40,925 30,539 128,783 79,698 
Dividend income17,324 14,867 52,764 36,280
Other income2,332 5,408 12,539 14,794
Total investment income from non-controlled, non-affiliated investments368,282 291,415 1,088,457 786,075
Investment income from non-controlled, affiliated investments:
Dividend income36 — 213 — 
Total investment income from non-controlled, affiliated investments36 — 213 — 
Investment income from controlled, affiliated investments:
Interest income5,717 2,140 13,944 5,767
Payment-in-kind (“PIK”) interest income773 — 773 — 
Dividend income24,032 20,303 66,720 59,136
Other Income182 195 760 520
Total investment income from controlled, affiliated investments30,704 22,638 82,197 65,423
Total Investment Income399,022 314,053 1,170,867 851,498
Expenses
Interest expense110,445 81,210 324,416 209,935
Management fees47,796 46,886 143,911 141,172
Performance based incentive fees40,314 31,134 117,640 83,630
Professional fees3,890 3,788 11,697 11,022
Directors’ fees445 276 960 832
Other general and administrative3,349 2,381 9,158 6,656
Total Operating Expenses206,239 165,675 607,782 453,247
Net Investment Income (Loss) Before Taxes192,783 148,378 563,085 398,251
Income tax expense (benefit), including excise tax expense (benefit)2,730 1,604 8,495 3,998
Net Investment Income (Loss) After Taxes$190,053 $146,774 $554,590 $394,253 
Net Realized and Change in Unrealized Gain (Loss)
Net change in unrealized gain (loss):
Non-controlled, non-affiliated investments$22,371 $75,368 $91,855 $(147,545)
Non-controlled, affiliated investments507 — 502 — 
Controlled, affiliated investments(2,076)47,026 14,113 31,632 
Translation of assets and liabilities in foreign currencies(2,292)(3,807)278 (7,510)
Income tax (provision) benefit(1,521)— (4,217)— 
Total Net Change in Unrealized Gain (Loss)16,989 118,587 102,531 (123,423)
Net realized gain (loss):
Non-controlled, non-affiliated investments235 201 353 4,853 
Non-controlled, affiliated investments— — (52,482)— 
Foreign currency transactions(339)(135)(647)(1,218)
Total Net Realized Gain (Loss)(104)66 (52,776)3,635 
Total Net Realized and Change in Unrealized Gain (Loss)16,885 118,653 49,755 (119,788)
Net Increase (Decrease) in Net Assets Resulting from Operations$206,938 $265,427 $604,345 $274,465 
Earnings Per Share - Basic and Diluted$0.53 $0.67 $1.55 $0.70 
Weighted Average Shares Outstanding - Basic and Diluted389,703,612 393,823,013 390,223,606 394,103,935 

The accompanying notes are an integral part of these consolidated financial statements.
2
Blue Owl Capital Corporation
Consolidated Schedule of Investments
As of September 30, 2023
(Amounts in thousands, except share amounts)
(Unaudited)


Company(1)(4)(8)(33)InvestmentInterestMaturity DatePar / UnitsAmortized Cost(2)(3)Fair Value Percentage of Net Assets
Non-controlled/non-affiliated portfolio company investments
Debt Investments
Advertising and media
Circana Group, L.P. (fka The NPD Group, L.P.)(13)(27)First lien senior secured loan S +
6.25% (2.75% PIK)
12/202819,052 18,720 18,861 0.3 %
Circana Group, L.P. (fka The NPD Group, L.P.)(10)(13)(27)First lien senior secured revolving loan S + 5.75%12/2027272 248 257 — %
Global Music Rights, LLC(14)(27)First lien senior secured loan S + 5.75%8/20287,369 7,257 7,369 0.1 %
Global Music Rights, LLC(10)(23)(27)First lien senior secured revolving loan S + 5.75%8/2027— (9)— — %
26,216 26,487 0.4 %
Aerospace and defense
Aviation Solutions Midco, LLC (dba STS Aviation)(14)(27)First lien senior secured loan S + 7.25%1/2025211,204 210,165 213,316 3.6 %
Peraton Corp.(6)(14)(27)Second lien senior secured loan S + 7.75%2/202945,899 45,378 44,829 0.7 %
Valence Surface Technologies LLC(14)(27)First lien senior secured loan S +
7.75% (3.88% PIK)
6/2025134,374 133,766 113,546 1.9 %
Valence Surface Technologies LLC(10)(14)(27)First lien senior secured revolving loan S +
 7.75% (3.88% PIK)
6/202510,922 10,879 9,222 0.2 %
400,188 380,913 6.4 %
Asset based lending and fund finance
Hg Genesis 8 Sumoco Limited(20)(27)(29)Unsecured facility SA +
6.00% PIK
8/2025 £39,355 51,566 48,034 0.8 %
Hg Genesis 9 SumoCo Limited(18)(27)(29)Unsecured facility E +
 7.00% PIK
3/2027 € 47,333 51,810 50,114 0.8 %
Hg Saturn Luchaco Limited(20)(27)(29)Unsecured facility SA +
7.50% PIK
3/2026 £111,764 150,506 136,415 2.3 %
253,882 234,563 3.9 %
Automotive
Spotless Brands, LLC(14)(27)First lien senior secured loan S + 6.50%7/202848,242 47,427 47,759 0.8 %
Spotless Brands, LLC(10)(23)(27)First lien senior secured revolving loan S + 6.50%7/2028— (21)(13)— %
47,406 47,746 0.8 %
3
Blue Owl Capital Corporation
Consolidated Schedule of Investments
As of September 30, 2023
(Amounts in thousands, except share amounts)
(Unaudited)
Company(1)(4)(8)(33)InvestmentInterestMaturity DatePar / UnitsAmortized Cost(2)(3)Fair Value Percentage of Net Assets
Buildings and real estate
Associations, Inc.(14)(27)First lien senior secured loan S +
6.50% (2.50% PIK)
7/2027363,571 361,304 360,844 6.0 %
Associations, Inc.(10)(14)(24)(27)First lien senior secured delayed draw term loan S +
 6.50% (2.50% PIK)
6/202438,799 38,432 38,425 0.6 %
Associations, Inc.(10)(23)(27)First lien senior secured revolving loan S + 6.50%7/2027— (206)(247)— %
REALPAGE, INC.(6)(13)(27)Second lien senior secured loan S + 6.50%4/202934,500 34,105 34,545 0.6 %
433,635 433,567 7.2 %
Business services
Access CIG, LLC(14)(27)Second lien senior secured loan S + 7.75%2/202658,760 58,498 58,172 1.0 %
CIBT Global, Inc.(11)(14)(27)First lien senior secured loan S +
5.25% (4.25% PIK)
5/2026932 588 625 — %
CIBT Global, Inc.(11)(14)(27)Second lien senior secured loan S +
7.75% PIK
12/202663,678 26,718 8,437 0.1 %
Denali BuyerCo, LLC (dba Summit Companies)(14)(27)First lien senior secured loan S + 5.50%9/202852,884 52,298 52,752 0.9 %
Denali BuyerCo, LLC (dba Summit Companies)(10)(23)(27)First lien senior secured revolving loan S + 5.50%9/2027— (20)(7)— %
Diamondback Acquisition, Inc. (dba Sphera)(13)(27)First lien senior secured loan S + 5.50%9/20284,077 4,015 4,016 0.1 %
Entertainment Benefits Group, LLC(13)(27)First lien senior secured loan S + 4.75%9/2025856 849 856 — %
Entertainment Benefits Group, LLC(10)(13)(27)First lien senior secured revolving loan S + 4.75%9/202522 21 22 — %
Fullsteam Operations, LLC(14)(27)First lien senior secured loan S +
7.50% (3.00% PIK)
10/202710,662 10,467 10,769 0.2 %
Gainsight, Inc.(21)(27)First lien senior secured loan L +
 6.75% PIK
7/202723,116 22,880 22,885 0.4 %
Gainsight, Inc.(10)(21)(27)First lien senior secured revolving loan L +
 6.75% PIK
7/20271,657 1,619 1,623 — %
Hercules Borrower, LLC (dba The Vincit Group)(14)(27)First lien senior secured loan S + 6.25%12/2026175,542 173,970 175,541 2.9 %
Hercules Borrower, LLC (dba The Vincit Group)(10)(14)(27)First lien senior secured revolving loan S + 6.25%12/20261,116 948 1,116 — %
Hercules Buyer, LLC (dba The Vincit Group)(27)(31)(32)Unsecured notes  
0.48% PIK
12/20295,160 5,160 5,772 0.1 %
Kaseya Inc.(14)(27)First lien senior secured loan S +
6.25% (2.50% PIK)
6/202918,772 18,449 18,725 0.3 %
Kaseya Inc.(10)(14)(24)(27)First lien senior secured delayed draw term loan S +
 6.25% (2.50% PIK)
6/202469 59 69 — %
Kaseya Inc.(10)(14)(27)First lien senior secured revolving loan S +
6.25% (2.50% PIK)
6/2029285 267 283 — %
4
Blue Owl Capital Corporation
Consolidated Schedule of Investments
As of September 30, 2023
(Amounts in thousands, except share amounts)
(Unaudited)
Company(1)(4)(8)(33)InvestmentInterestMaturity DatePar / UnitsAmortized Cost(2)(3)Fair Value Percentage of Net Assets
KPSKY Acquisition, Inc. (dba BluSky)(14)(27)First lien senior secured loan S + 5.25%10/20284,901 4,825 4,852 0.1 %
Ping Identity Holding Corp.(13)(27)First lien senior secured loan S + 7.00%10/2029909 897 905 — %
Ping Identity Holding Corp.(10)(23)(27)First lien senior secured revolving loan S + 7.00%10/2028— (1)— — %
382,507 367,413 6.1 %
Chemicals
Aruba Investments Holdings LLC (dba Angus Chemical Company)(13)(27)Second lien senior secured loan S + 7.75%11/202810,000 9,892 9,300 0.2 %
Gaylord Chemical Company, L.L.C.(14)(27)First lien senior secured loan S + 6.00%3/2027136,752 135,871 136,067 2.3 %
Gaylord Chemical Company, L.L.C.(10)(23)(27)First lien senior secured revolving loan S + 6.00%3/2026— (66)(66)— %
Velocity HoldCo III Inc. (dba VelocityEHS)(14)(27)First lien senior secured loan S + 5.75%4/202721,825 21,504 21,825 0.4 %
Velocity HoldCo III Inc. (dba VelocityEHS)(10)(13)(27)First lien senior secured revolving loan S + 5.75%4/2026335 319 335 — %
167,520 167,461 2.9 %
Consumer products
Conair Holdings LLC(13)(27)Second lien senior secured loan S + 7.50%5/2029187,500 186,406 177,655 3.0 %
Feradyne Outdoors, LLC(15)(27)First lien senior secured loan S + 6.25%5/202673,622 73,622 68,837 1.1 %
Foundation Consumer Brands, LLC(14)(27)First lien senior secured loan S + 6.25%2/20273,297 3,297 3,297 0.1 %
Lignetics Investment Corp.(14)(27)First lien senior secured loan S + 6.00%11/202734,726 34,409 34,378 0.6 %
Lignetics Investment Corp.(10)(14)(27)First lien senior secured revolving loan S + 6.00%10/20264,549 4,513 4,502 0.1 %
SWK BUYER, Inc. (dba Stonewall Kitchen)(14)(27)First lien senior secured loan S + 5.25%3/2029745 733 715 — %
SWK BUYER, Inc. (dba Stonewall Kitchen)(10)(14)(27)First lien senior secured revolving loan S + 5.25%3/202946 45 43 — %
WU Holdco, Inc. (dba Weiman Products, LLC)(14)(27)First lien senior secured loan S + 5.50%3/2026201,300 199,422 196,770 3.3 %
WU Holdco, Inc. (dba Weiman Products, LLC)(10)(14)(27)First lien senior secured revolving loan S + 5.50%3/202512,291 12,185 11,859 0.2 %
514,632 498,056 8.4 %
Containers and packaging
Ascend Buyer, LLC (dba PPC Flexible Packaging)(14)(27)First lien senior secured loan S + 6.40%10/20285,456 5,414 5,456 0.1 %
Ascend Buyer, LLC (dba PPC Flexible Packaging)(10)(23)(27)First lien senior secured revolving loan S + 6.40%9/2027— (4)— — %
Fortis Solutions Group, LLC(14)(27)First lien senior secured loan S + 5.50%10/20284,594 4,523 4,491 0.1 %
Fortis Solutions Group, LLC(10)(23)(27)First lien senior secured revolving loan S + 5.50%10/2027— (6)(10)— %
5
Blue Owl Capital Corporation
Consolidated Schedule of Investments
As of September 30, 2023
(Amounts in thousands, except share amounts)
(Unaudited)
Company(1)(4)(8)(33)InvestmentInterestMaturity DatePar / UnitsAmortized Cost(2)(3)Fair Value Percentage of Net Assets
Indigo Buyer, Inc. (dba Inovar Packaging Group)(14)(27)First lien senior secured loan S + 6.25%5/2028890 883 890 — %
Indigo Buyer, Inc. (dba Inovar Packaging Group)(10)(14)(27)First lien senior secured revolving loan S + 6.25%5/202817 16 17 — %
Pregis Topco LLC(13)(27)Second lien senior secured loan S + 7.02%8/2029160,000 157,898 159,665 2.7 %
168,724 170,509 2.9 %
Distribution
ABB/Con-cise Optical Group LLC(14)(27)First lien senior secured loan S + 7.50%2/202863,778 63,022 61,387 1.0 %
Endries Acquisition, Inc.(13)(27)First lien senior secured loan S + 5.25%12/2025235,768 234,248 235,767 3.9 %
BradyIFS Holdings, LLC (fka Individual Foodservice Holdings, LLC)(13)(27)First lien senior secured loan S + 6.25%11/2025132,412 131,316 132,412 2.2 %
BradyIFS Holdings, LLC (fka Individual Foodservice Holdings, LLC)(10)(13)(27)First lien senior secured revolving loan S + 6.25%11/20242,277 2,170 2,277 — %
Offen, Inc.(15)(27)First lien senior secured loan S + 5.00%6/202618,655 18,575 18,655 0.3 %
449,331 450,498 7.4 %
Education
Pluralsight, LLC(14)(27)First lien senior secured loan S + 8.00%4/202799,450 98,763 96,218 1.6 %
Pluralsight, LLC(10)(14)(27)First lien senior secured revolving loan S + 8.00%4/20273,910 3,873 3,707 0.1 %
102,636 99,925 1.7 %
Financial services
Adenza Group, Inc.(13)(27)First lien senior secured loan S + 5.75%12/2027199,209 197,607 199,208 3.3 %
Adenza Group, Inc.(10)(23)(27)First lien senior secured revolving loan S + 5.75%12/2025— (105)— — %
Blackhawk Network Holdings, Inc.(13)(27)Second lien senior secured loan S + 7.00%6/2026106,400 105,982 106,134 1.8 %
Blend Labs, Inc.(13)(27)First lien senior secured loan S + 7.50%6/202667,500 66,499 65,813 1.1 %
Blend Labs, Inc.(10)(23)(27)First lien senior secured revolving loan S + 7.50%6/2026— (41)(188)— %
Finastra USA, Inc.(14)(27)(29)First lien senior secured loan S + 7.25%9/202989,247 88,354 88,354 1.5 %
Finastra USA, Inc.(10)(14)(27)(29)First lien senior secured revolving loan S + 7.25%9/20291,960 1,868 1,868 — %
KRIV Acquisition Inc. (dba Riveron)(14)(27)First lien senior secured loan S + 6.50%7/20296,333 6,148 6,143 0.1 %
KRIV Acquisition Inc. (dba Riveron)(10)(23)(24)(27)First lien senior secured delayed draw term loan S + 6.50%7/2025— (14)(14)— %
KRIV Acquisition Inc. (dba Riveron)(10)(23)(27)First lien senior secured revolving loan S + 6.50%7/2029— (25)(26)— %
Muine Gall, LLC(9)(15)(27)(29)First lien senior secured loan S +
 7.00% PIK
9/202683,931 84,955 83,931 1.4 %
6
Blue Owl Capital Corporation
Consolidated Schedule of Investments
As of September 30, 2023
(Amounts in thousands, except share amounts)
(Unaudited)
Company(1)(4)(8)(33)InvestmentInterestMaturity DatePar / UnitsAmortized Cost(2)(3)Fair Value Percentage of Net Assets
NMI Acquisitionco, Inc. (dba Network Merchants)(13)(27)First lien senior secured loan S + 5.75%9/202536,479 36,233 36,296 0.6 %
NMI Acquisitionco, Inc. (dba Network Merchants)(10)(23)First lien senior secured revolving loan S + 5.75%9/2025— (9)(8)— %
Smarsh Inc.(15)(27)First lien senior secured loan S + 6.50%2/2029762 756 760 — %
Smarsh Inc.(10)(15)(24)(27)First lien senior secured delayed draw term loan S + 6.50%2/202495 94 95 — %
Smarsh Inc.(10)(27)First lien senior secured revolving loan S + 6.50%2/2029— — — — %
588,302 588,366 9.8 %
Food and beverage
Balrog Acquisition, Inc. (dba Bakemark)(13)(27)Second lien senior secured loan S + 7.00%9/202922,000 21,851 21,835 0.4 %
BP Veraison Buyer, LLC (dba Sun World)(14)(27)First lien senior secured loan S + 5.75%5/202768,161 67,604 67,990 1.1 %
BP Veraison Buyer, LLC (dba Sun World)(10)(23)(27)First lien senior secured revolving loan S + 5.75%5/2027— (66)(22)— %
H-Food Holdings, LLC(22)(27)Second lien senior secured loan L + 7.00%3/2026121,800 120,621 90,741 1.5 %
Hissho Sushi Merger Sub, LLC(14)(27)First lien senior secured loan S + 5.50%5/2028894 887 894 — %
Hissho Sushi Merger Sub, LLC(10)(23)(27)First lien senior secured revolving loan S + 5.50%5/2028— (1)— — %
Innovation Ventures HoldCo, LLC (dba 5 Hour Energy)(13)(27)First lien senior secured loan S + 6.25%3/2027125,000 123,286 123,439 2.1 %
Nellson Nutraceutical, LLC(14)(27)First lien senior secured loan S + 5.75%12/202525,835 25,754 25,512 0.4 %
The Better Being Co., LLC (fka Nutraceutical International Corporation)(13)(27)First lien senior secured loan S +
 7.50% (4.00% PIK)
9/2026191,549 190,002 167,604 2.8 %
The Better Being Co., LLC (fka Nutraceutical International Corporation)(13)(27)First lien senior secured revolving loan S +
7.50% (4.00% PIK)
9/202614,037 13,956 12,283 0.2 %
Ole Smoky Distillery, LLC(13)(27)First lien senior secured loan S + 5.50%3/2028870 857 857 — %
Ole Smoky Distillery, LLC(10)(23)(27)First lien senior secured revolving loan S + 5.50%3/2028— (2)(2)— %
Recipe Acquisition Corp. (dba Roland Corporation)(14)Second lien senior secured loan S + 9.00%11/202432,000 31,991 31,920 0.5 %
Sara Lee Frozen Bakery, LLC (fka KSLB Holdings, LLC)(14)(27)First lien senior secured loan S + 4.50%7/202543,182 42,925 41,023 0.7 %
Sara Lee Frozen Bakery, LLC (fka KSLB Holdings, LLC)(10)(14)(27)First lien senior secured revolving loan S + 4.50%7/20257,200 7,200 6,750 0.1 %
Shearer's Foods, LLC(13)(27)Second lien senior secured loan S + 7.75%9/202886,400 85,807 86,400 1.4 %
7
Blue Owl Capital Corporation
Consolidated Schedule of Investments
As of September 30, 2023
(Amounts in thousands, except share amounts)
(Unaudited)
Company(1)(4)(8)(33)InvestmentInterestMaturity DatePar / UnitsAmortized Cost(2)(3)Fair Value Percentage of Net Assets
Tall Tree Foods, Inc.(11)(14)First lien senior secured loan S +
 9.25% PIK
12/202365,400 59,541 55,917 0.9 %
Tall Tree Foods, Inc.(10)(11)(14)First lien senior secured delayed draw term loan S +
9.25% PIK
12/20234,786 3,017 4,092 0.1 %
Ultimate Baked Goods Midco, LLC(13)(27)First lien senior secured loan S + 6.25%8/202780,618 79,244 80,618 1.3 %
Ultimate Baked Goods Midco, LLC(10)(23)(27)First lien senior secured revolving loan S + 6.25%8/2027— (160)— — %
874,314 817,851 13.5 %
Healthcare equipment and services
Bamboo US BidCo LLC(14)(27)First lien senior secured loan S + 6.00%9/20304,923 4,775 4,775 0.1 %
Bamboo US BidCo LLC(17)(27)First lien senior secured EUR term loan E + 6.00%9/2030 € 3,063 3,146 3,146 0.1 %
Bamboo US BidCo LLC(10)(23)(24)(27)First lien senior secured delayed draw term loan S + 6.00%3/2025— (12)(12)— %
Bamboo US BidCo LLC(10)(23)(27)First lien senior secured revolving loan S + 6.00%10/2029— (31)(31)— %
Confluent Medical Technologies, Inc.(14)(27)Second lien senior secured loan S + 6.50%2/20301,000 984 980 — %
CSC MKG Topco LLC (dba Medical Knowledge Group)(13)(27)First lien senior secured loan S + 5.75%2/20291,265 1,244 1,249 — %
Medline Borrower, LP(10)(23)(27)First lien senior secured revolving loan S + 3.25%10/2026— (99)(126)— %
Nelipak Holding Company(14)(27)First lien senior secured loan S + 4.25%7/20262,268 2,248 2,268 — %
Nelipak Holding Company(14)(27)Second lien USD senior secured loan S + 8.25%7/202767,006 66,434 67,006 1.1 %
Nelipak Holding Company(10)(23)(27)First lien senior secured USD revolving loan S + 4.25%7/2024— (22)— — %
Nelipak Holding Company(10)(17)(27)First lien senior secured EUR revolving loan E + 4.50%7/2024 € 938 851 993 — %
Nelipak Holding Company(18)(27)Second lien EUR senior secured loan E + 8.50%7/2027 € 60,100 66,689 63,472 1.1 %
Packaging Coordinators Midco, Inc.(14)(27)Second lien senior secured loan S + 7.00%12/2029196,044 193,053 191,633 3.2 %
Patriot Acquisition TopCo S.A.R.L (dba Corza Health, Inc.) (14)(27)(29)First lien senior secured loan S + 6.75%1/2028134,340 132,829 132,996 2.2 %
Patriot Acquisition TopCo S.A.R.L (dba Corza Health, Inc.) (10)(23)(27)(29)First lien senior secured revolving loan S + 6.75%1/2026— (131)(135)— %
PerkinElmer U.S. LLC(14)(27)First lien senior secured loan S + 6.75%3/2029911 895 900 — %
Rhea Parent, Inc.(14)(27)First lien senior secured loan S + 5.50%2/2029764 752 760 — %
473,605 469,874 7.8 %
8
Blue Owl Capital Corporation
Consolidated Schedule of Investments
As of September 30, 2023
(Amounts in thousands, except share amounts)
(Unaudited)
Company(1)(4)(8)(33)InvestmentInterestMaturity DatePar / UnitsAmortized Cost(2)(3)Fair Value Percentage of Net Assets
Healthcare providers and services
Covetrus, Inc.(14)(27)Second lien senior secured loan S + 9.25%10/20305,000 4,905 4,975 0.1 %
Diagnostic Services Holdings, Inc. (dba Rayus Radiology)(13)(27)First lien senior secured loan S + 5.50%3/2025996 996 991 — %
Engage Debtco Limited(14)(27)(29)First lien senior secured loan S +
 5.90% PIK
7/20291,000 979 983 — %
National Dentex Labs LLC (fka Barracuda Dental LLC)(14)(27)First lien senior secured loan S +
8.00% (3.00% PIK)
4/2026107,652 106,875 105,231 1.8 %
National Dentex Labs LLC (fka Barracuda Dental LLC)(10)(14)(27)First lien senior secured revolving loan S + 7.00%4/20265,385 5,283 5,175 0.1 %
Natural Partners, LLC(14)(27)(29)First lien senior secured loan S + 6.00%11/2027917 903 910 — %
Natural Partners, LLC(10)(23)(27)(29)First lien senior secured revolving loan S + 6.00%11/2027— (1)(1)— %
OB Hospitalist Group, Inc.(14)(27)First lien senior secured loan S + 5.50%9/202794,069 92,718 92,423 1.5 %
OB Hospitalist Group, Inc.(10)(14)(27)First lien senior secured revolving loan S + 5.50%9/20276,867 6,666 6,602 0.1 %
Ex Vivo Parent Inc. (dba OB Hospitalist)(14)(27)First lien senior secured loan S +
9.75% PIK
9/202864,433 63,517 62,822 1.0 %
Pacific BidCo Inc.(14)(27)(29)First lien senior secured loan S + 5.75%8/202931,191 30,512 30,801 0.5 %
Pacific BidCo Inc.(10)(23)(24)(27)(29)First lien senior secured delayed draw term loan S + 5.75%8/2025— (36)— — %
Phoenix Newco, Inc. (dba Parexel)(13)(27)Second lien senior secured loan S + 6.50%11/2029190,000 188,432 188,575 3.1 %
Plasma Buyer LLC (dba PathGroup)(14)(27)First lien senior secured loan S + 5.75%5/2029674 662 660 — %
Plasma Buyer LLC (dba PathGroup)(10)(23)(24)(27)First lien senior secured delayed draw term loan S + 5.75%5/2024— (1)(2)— %
Plasma Buyer LLC (dba PathGroup)(10)(14)(27)First lien senior secured revolving loan S + 5.75%5/202815 14 14 — %
PPV Intermediate Holdings, LLC(14)(27)First lien senior secured loan S + 5.75%8/2029933 916 924 — %
PPV Intermediate Holdings, LLC(10)(24)(27)First lien senior secured delayed draw term loan S + 6.00%9/2025— — — — %
PPV Intermediate Holdings, LLC(10)(23)(27)First lien senior secured revolving loan S + 5.75%8/2029— (1)(1)— %
Premier Imaging, LLC (dba LucidHealth)(14)(27)First lien senior secured loan S + 6.00%1/202542,712 42,500 42,391 0.7 %
Quva Pharma, Inc.(13)(27)First lien senior secured loan S + 5.50%4/202839,200 38,366 38,808 0.6 %
Quva Pharma, Inc.(10)(13)(27)First lien senior secured revolving loan S + 5.50%4/2026880 819 840 — %
Tivity Health, Inc.(14)(27)First lien senior secured loan S + 6.00%6/2029990 969 983 — %
9
Blue Owl Capital Corporation
Consolidated Schedule of Investments
As of September 30, 2023
(Amounts in thousands, except share amounts)
(Unaudited)
Company(1)(4)(8)(33)InvestmentInterestMaturity DatePar / UnitsAmortized Cost(2)(3)Fair Value Percentage of Net Assets
Unified Women's Healthcare, LP(13)(27)First lien senior secured loan S + 5.25%6/2029904 898 904 — %
Unified Women's Healthcare, LP(10)(13)(27)First lien senior secured revolving loan S + 5.25%6/202920 20 20 — %
Vermont Aus Pty Ltd(14)(27)(29)First lien senior secured loan S + 5.50%3/2028985 966 973 — %
587,877 586,001 9.5 %
Healthcare technology
BCPE Osprey Buyer, Inc. (dba PartsSource)(14)(27)First lien senior secured loan S + 5.75%8/2028112,056 110,702 110,655 1.8 %
BCPE Osprey Buyer, Inc. (dba PartsSource)(10)(13)(24)(27)First lien senior secured delayed draw term loan S + 5.75%8/20285,813 5,549 5,712 0.1 %
BCPE Osprey Buyer, Inc. (dba PartsSource)(10)(13)(27)First lien senior secured revolving loan S + 5.75%8/20261,844 1,726 1,696 — %
GI Ranger Intermediate, LLC (dba Rectangle Health)(14)(27)First lien senior secured loan S + 5.75%10/20284,551 4,480 4,482 0.1 %
GI Ranger Intermediate, LLC (dba Rectangle Health)(10)(14)(27)First lien senior secured revolving loan S + 5.75%10/2027147 142 142 — %
Imprivata, Inc.(13)(27)Second lien senior secured loan S + 6.25%12/2028882 874 882 — %
Ocala Bidco, Inc.(14)(27)First lien senior secured loan S +
6.25% (2.75% PIK)
11/2028186,574 183,102 183,776 3.1 %
Ocala Bidco, Inc.(10)(14)(23)(24)(27)First lien senior secured delayed draw term loan S + 5.75%5/2024— (175)(47)— %
Ocala Bidco, Inc.(14)(27)Second lien senior secured loan S +
10.50% PIK
11/2033107,468 105,895 106,393 1.8 %
Intelerad Medical Systems Incorporated (fka 11849573 Canada Inc.)(14)(27)(29)First lien senior secured loan S + 6.50%8/2026116,900 116,081 114,855 1.9 %
Intelerad Medical Systems Incorporated (fka 11849573 Canada Inc.)(10)(14)(27)(29)First lien senior secured revolving loan S + 6.50%8/20265,671 5,599 5,529 0.1 %
Interoperability Bidco, Inc. (dba Lyniate)(14)(27)First lien senior secured loan S + 7.00%12/202665,952 65,649 65,293 1.1 %
Interoperability Bidco, Inc. (dba Lyniate)(10)(14)(27)First lien senior secured revolving loan S + 7.00%12/20241,580 1,548 1,527 — %
601,172 600,895 10.0 %
Household products
Aptive Environmental, LLC(27)(32)First lien senior secured loan
12.00% (6.00% PIK)
1/202612,792 11,238 13,112 0.2 %
HGH Purchaser, Inc. (dba Horizon Services)(14)(27)First lien senior secured loan S + 6.50%11/2025188,176 186,993 188,176 3.1 %
HGH Purchaser, Inc. (dba Horizon Services)(10)(14)(27)First lien senior secured revolving loan S + 6.50%11/202516,383 16,293 16,383 0.3 %
10
Blue Owl Capital Corporation
Consolidated Schedule of Investments
As of September 30, 2023
(Amounts in thousands, except share amounts)
(Unaudited)
Company(1)(4)(8)(33)InvestmentInterestMaturity DatePar / UnitsAmortized Cost(2)(3)Fair Value Percentage of Net Assets
Mario Purchaser, LLC (dba Len the Plumber)(13)(27)First lien senior secured loan S + 5.75%4/202912,944 12,725 12,879 0.2 %
Mario Purchaser, LLC (dba Len the Plumber)(10)(13)(24)(27)First lien senior secured delayed draw term loan S + 5.75%4/20243,150 3,068 3,135 0.1 %
Mario Purchaser, LLC (dba Len the Plumber)(10)(23)(27)First lien senior secured revolving loan S + 5.75%4/2028— (21)(7)— %
Mario Midco Holdings, Inc. (dba Len the Plumber)(13)(27)Unsecured facility S +
10.75% PIK
4/20324,596 4,492 4,561 0.1 %
SimpliSafe Holding Corporation(13)(27)First lien senior secured loan S + 6.25%5/20286,096 5,996 6,050 0.1 %
SimpliSafe Holding Corporation(10)(13)(24)(27)First lien senior secured delayed draw term loan S + 6.25%5/2024205 197 204 — %
240,981 244,493 4.1 %
Human resource support services
Cornerstone OnDemand, Inc.(13)(27)Second lien senior secured loan S + 6.50%10/2029115,833 114,415 105,119 1.8 %
IG Investments Holdings, LLC (dba Insight Global)(14)(27)First lien senior secured loan S + 6.00%9/202850,005 49,238 49,630 0.8 %
IG Investments Holdings, LLC (dba Insight Global)(10)(23)(27)First lien senior secured revolving loan S + 6.00%9/2027— (53)(30)— %
163,600 154,719 2.6 %
Infrastructure and environmental services
GI Apple Midco LLC (dba Atlas Technical Consultants)(13)(27)First lien senior secured loan S + 6.75%4/2030728 714 717 — %
GI Apple Midco LLC (dba Atlas Technical Consultants)(10)(13)(24)(27)First lien senior secured delayed draw term loan S + 6.75%4/202517 16 17 — %
GI Apple Midco LLC (dba Atlas Technical Consultants)(10)(13)(27)First lien senior secured revolving loan S + 6.75%4/202968 66 67 — %
LineStar Integrity Services LLC(15)(27)First lien senior secured loan S + 7.25%2/202651,935 52,088 49,598 0.8 %
LineStar Integrity Services LLC(14)(27)First lien senior secured revolving loan S + 7.25%2/20269,903 9,716 9,457 0.2 %
Tamarack Intermediate, L.L.C. (dba Verisk 3E)(14)(27)First lien senior secured loan S + 5.75%3/2028849 835 838 — %
Tamarack Intermediate, L.L.C. (dba Verisk 3E)(10)(14)(27)First lien senior secured revolving loan S + 5.75%3/202823 21 21 — %
63,456 60,715 1.0 %
Insurance
Abacus Life, Inc.(14)(27)First lien senior secured loan S + 7.25%7/20288,000 7,846 7,840 0.1 %
Abacus Life, Inc.(10)(23)(24)(27)First lien senior secured delayed draw term loan S + 7.25%1/2024— (152)(160)— %
Alera Group, Inc.(13)(27)First lien senior secured loan S + 6.00%10/202834,549 33,960 34,549 0.6 %
11
Blue Owl Capital Corporation
Consolidated Schedule of Investments
As of September 30, 2023
(Amounts in thousands, except share amounts)
(Unaudited)
Company(1)(4)(8)(33)InvestmentInterestMaturity DatePar / UnitsAmortized Cost(2)(3)Fair Value Percentage of Net Assets
AmeriLife Holdings LLC(13)(27)First lien senior secured loan S + 5.75%8/2029722 709 718 — %
AmeriLife Holdings LLC(10)(15)(24)(27)First lien senior secured delayed draw term loan S + 5.75%9/2024120 118 120 — %
AmeriLife Holdings LLC(10)(15)(27)First lien senior secured revolving loan S + 5.75%8/202815 14 15 — %
Ardonagh Midco 3 PLC(15)(27)(29)First lien senior secured USD term loan S + 5.75%7/202626,784 26,456 26,784 0.4 %
Ardonagh Midco 3 PLC(19)(27)(29)First lien senior secured EUR term loan E + 7.00%7/2026 € 9,135 10,090 9,671 0.2 %
Ardonagh Midco 3 PLC(20)(27)(29)First lien senior secured GBP term loan SA + 7.00%7/2026 £86,659 107,564 105,771 1.8 %
Ardonagh Midco 3 PLC(19)(27)(29)First lien senior secured EUR delayed draw term loan E + 5.75%7/2026 € 8,149 11,031 9,947 0.2 %
Ardonagh Midco 2 PLC(6)(27)(29)(32)Unsecured notes11.50%1/202711,912 11,857 11,637 0.2 %
Brightway Holdings, LLC(14)(27)First lien senior secured loan S + 6.50%12/202726,439 26,190 25,911 0.4 %
Brightway Holdings, LLC(10)(14)(27)First lien senior secured revolving loan S + 6.50%12/20271,579 1,551 1,516 — %
Evolution BuyerCo, Inc. (dba SIAA)(14)(27)First lien senior secured loan S + 6.25%4/2028140,639 139,203 139,584 2.3 %
Evolution BuyerCo, Inc. (dba SIAA)(10)(23)(27)First lien senior secured revolving loan S + 6.25%4/2027— (91)(80)— %
Integrity Marketing Acquisition, LLC(14)(27)First lien senior secured loan S + 5.83%8/2025157,891 157,460 157,891 2.6 %
Integrity Marketing Acquisition, LLC(10)(23)(24)(27)First lien senior secured delayed draw term loan S + 6.00%2/2025— (284)— — %
Integrity Marketing Acquisition, LLC(10)(23)(27)First lien senior secured revolving loan S + 6.50%8/2026— (62)— — %
Norvax, LLC (dba GoHealth)(13)(27)First lien senior secured loan S + 7.50%9/202574,319 73,089 73,390 1.2 %
Norvax, LLC (dba GoHealth)(10)(23)(27)First lien senior secured revolving loan S + 6.50%9/2024— (35)(153)— %
Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services)(13)(27)First lien senior secured loan S + 6.00%11/2028133,885 132,845 130,537 2.2 %
Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services)(10)(23)(27)First lien senior secured revolving loan S + 6.00%11/2027— (42)(154)— %
PCF Midco II, LLC (dba PCF Insurance Services)(27)(32)First lien senior secured loan
9.00% PIK
10/2031141,020 131,117 130,796 2.2 %
12
Blue Owl Capital Corporation
Consolidated Schedule of Investments
As of September 30, 2023
(Amounts in thousands, except share amounts)
(Unaudited)
Company(1)(4)(8)(33)InvestmentInterestMaturity DatePar / UnitsAmortized Cost(2)(3)Fair Value Percentage of Net Assets
Summit Acquisition Inc. (dba K2 Insurance Services)(14)(27)First lien senior secured loan S + 6.75%5/2030733 712 715 — %
Summit Acquisition Inc. (dba K2 Insurance Services)(10)(23)(24)(27)First lien senior secured delayed draw term loan S + 6.75%11/2024— (3)(2)— %
Summit Acquisition Inc. (dba K2 Insurance Services)(10)(23)(27)First lien senior secured revolving loan S + 6.75%5/2029— (2)(2)— %
Tempo Buyer Corp. (dba Global Claims Services)(14)(27)First lien senior secured loan S + 5.50%8/20281,070 1,053 1,056 — %
Tempo Buyer Corp. (dba Global Claims Services)(10)(23)(27)First lien senior secured delayed draw term loan S + 5.50%8/2028— (2)(1)— %
Tempo Buyer Corp. (dba Global Claims Services)(10)(16)(27)First lien senior secured revolving loan P + 5.00%8/202758 56 57 — %
THG Acquisition, LLC (dba Hilb)(13)(27)First lien senior secured loan S + 5.75%12/202674,167 73,218 73,611 1.2 %
THG Acquisition, LLC (dba Hilb)(10)(13)(27)First lien senior secured revolving loan S + 5.75%12/20251,913 1,829 1,848 — %
USRP Holdings, Inc. (dba U.S. Retirement and Benefits Partners)(14)(27)First lien senior secured loan S + 5.75%7/202738,403 37,871 38,115 0.6 %
USRP Holdings, Inc. (dba U.S. Retirement and Benefits Partners)(10)(23)(27)First lien senior secured revolving loan S + 5.75%7/2027— (54)(32)— %
KUSRP Intermediate, Inc. (dba U.S. Retirement and Benefits Partners)(13)(27)First lien senior secured loan S +
10.50% PIK
7/203034,510 34,119 34,423 0.6 %
1,019,231 1,015,918 16.8 %
Internet software and services
3ES Innovation Inc. (dba Aucerna)(13)(27)(29)First lien senior secured loan S + 6.50%5/202560,167 59,891 60,167 1.0 %
3ES Innovation Inc. (dba Aucerna)(10)(13)(27)(29)First lien senior secured revolving loan S + 6.50%5/20251,700 1,687 1,700 — %
Anaplan, Inc.(13)(27)First lien senior secured loan S + 6.50%6/2029135,082 133,914 135,082 2.3 %
Anaplan, Inc.(10)(23)(27)First lien senior secured revolving loan S + 6.50%6/2028— (77)— — %
Armstrong Bidco Limited (dba The Access Group)(20)(27)(29)First lien senior secured loan SA + 5.00%6/2029 £2,960 3,562 3,585 0.1 %
Bayshore Intermediate #2, L.P. (dba Boomi)(14)(27)First lien senior secured loan S +
7.50% PIK
10/2028102,258 100,796 100,980 1.7 %
Bayshore Intermediate #2, L.P. (dba Boomi)(10)(14)(27)First lien senior secured revolving loan S + 6.50%10/20271,384 1,280 1,297 — %
BCPE Nucleon (DE) SPV, LP(15)(27)(29)First lien senior secured loan S + 7.00%9/2026189,778 188,119 189,778 3.2 %
BCTO BSI Buyer, Inc. (dba Buildertrend)(14)(27)First lien senior secured loan S + 7.00%12/202655,101 54,746 55,101 0.9 %
BCTO BSI Buyer, Inc. (dba Buildertrend)(10)(23)(27)First lien senior secured revolving loan S + 7.00%12/2026— (69)— — %
13
Blue Owl Capital Corporation
Consolidated Schedule of Investments
As of September 30, 2023
(Amounts in thousands, except share amounts)
(Unaudited)
Company(1)(4)(8)(33)InvestmentInterestMaturity DatePar / UnitsAmortized Cost(2)(3)Fair Value Percentage of Net Assets
Catalis Intermediate, Inc. (fka GovBrands Intermediate, Inc.)(14)(27)First lien senior secured loan S + 5.50%8/202712,827 12,606 12,153 0.2 %
Catalis Intermediate, Inc. (fka GovBrands Intermediate, Inc.)(10)(13)(27)First lien senior secured revolving loan S + 5.50%8/2027273 260 232 — %
Centrify Corporation(14)(27)First lien senior secured loan S + 5.75%3/202865,725 64,574 65,395 1.1 %
Centrify Corporation(10)(23)(27)First lien senior secured revolving loan S + 5.75%3/2027— (114)(34)— %
CivicPlus, LLC(14)(27)First lien senior secured loan S +
6.50% (2.50% PIK)
8/202735,357 35,100 35,357 0.6 %
CivicPlus, LLC(10)(13)(27)First lien senior secured revolving loan S + 6.00%8/2027216 197 216 — %
CP PIK DEBT ISSUER, LLC (dba CivicPlus, LLC)(15)(27)Unsecured notes S +
11.75% PIK
6/203419,587 19,136 19,538 0.3 %
Coupa Holdings, LLC(13)(27)First lien senior secured loan S + 7.50%2/2030785 767 770 — %
Coupa Holdings, LLC(10)(23)(24)(27)First lien senior secured delayed draw term loan S + 7.50%8/2024— (1)(1)— %
Coupa Holdings, LLC(10)(23)(27)First lien senior secured revolving loan S + 7.50%2/2029— (1)(1)— %
Delta TopCo, Inc. (dba Infoblox, Inc.)(15)(27)Second lien senior secured loan S + 7.25%12/202815,000 14,947 14,813 0.2 %
EET Buyer, Inc. (dba e-Emphasys)(14)(27)First lien senior secured loan S + 6.50%11/20274,477 4,445 4,477 0.1 %
EET Buyer, Inc. (dba e-Emphasys)(10)(15)(27)First lien senior secured revolving loan S + 6.50%11/202791 88 91 — %
Forescout Technologies, Inc.(14)(27)First lien senior secured loan S +
9.00% PIK
8/202670,255 69,870 70,607 1.2 %
Forescout Technologies, Inc.(10)(23)(24)(27)First lien senior secured delayed draw term loan S + 9.00%7/2024— (170)— — %
Forescout Technologies, Inc.(10)(23)(27)First lien senior secured revolving loan S + 8.50%8/2026— (35)— — %
Genesis Acquisition Co. (dba Procare Software)(14)(27)First lien senior secured loan S + 5.00%7/202517,802 17,746 17,802 0.3 %
Genesis Acquisition Co. (dba Procare Software)(14)(27)First lien senior secured revolving loan S + 5.00%7/20252,637 2,630 2,637 — %
Granicus, Inc.(13)(27)First lien senior secured loan S + 5.50%1/202715,942 15,713 15,703 0.3 %
Granicus, Inc.(10)(14)(27)First lien senior secured revolving loan S + 6.50%1/2027546 530 528 — %
H&F Opportunities LUX III S.À R.L (dba Checkmarx)(13)(27)(29)First lien senior secured loan S + 7.50%4/202651,567 50,808 51,567 0.9 %
H&F Opportunities LUX III S.À R.L (dba Checkmarx)(10)(23)(27)(29)First lien senior secured revolving loan S + 7.50%4/2026— (206)— — %
14
Blue Owl Capital Corporation
Consolidated Schedule of Investments
As of September 30, 2023
(Amounts in thousands, except share amounts)
(Unaudited)
Company(1)(4)(8)(33)InvestmentInterestMaturity DatePar / UnitsAmortized Cost(2)(3)Fair Value Percentage of Net Assets
Hyland Software, Inc.(13)(27)First lien senior secured loan S + 6.00%9/203053,168 52,373 52,371 0.9 %
Hyland Software, Inc.(10)(23)(27)First lien senior secured revolving loan S + 6.00%9/2029— (38)(38)— %
Litera Bidco LLC(13)(27)First lien senior secured loan S + 5.67%5/2026147,538 146,503 147,538 2.5 %
Litera Bidco LLC(10)(23)(27)First lien senior secured revolving loan S + 5.25%5/2026— (21)— — %
MessageBird BidCo B.V.(13)(27)(29)First lien senior secured loan S + 6.75%5/202744,917 44,258 44,580 0.7 %
MINDBODY, Inc.(14)(27)First lien senior secured loan S + 7.00%2/202565,229 65,027 64,902 1.1 %
MINDBODY, Inc.(10)(23)(27)First lien senior secured revolving loan S + 7.00%2/2025— (14)(30)— %
Ministry Brands Holdings, LLC(13)(27)First lien senior secured loan S + 5.50%12/2028696 684 683 — %
Ministry Brands Holdings, LLC(10)(14)(24)(27)First lien senior secured delayed draw term loan S + 5.50%12/202336 34 34 — %
Ministry Brands Holdings, LLC(10)(13)(27)First lien senior secured revolving loan S + 5.50%12/202731 30 29 — %
Proofpoint, Inc.(6)(13)(27)Second lien senior secured loan S + 6.25%8/202919,600 19,521 19,618 0.3 %
QAD, Inc.(13)(27)First lien senior secured loan S + 5.38%11/202726,173 25,788 25,715 0.4 %
QAD, Inc.(10)(23)(27)First lien senior secured revolving loan S + 5.38%11/2027— (47)(60)— %
SailPoint Technologies Holdings, Inc.(13)(27)First lien senior secured loan S + 6.25%8/202945,640 44,788 45,298 0.8 %
SailPoint Technologies Holdings, Inc.(10)(23)(27)First lien senior secured revolving loan S + 6.25%8/2028— (71)(33)— %
Securonix, Inc.(14)(27)First lien senior secured loan S + 6.50%4/2028847 841 803 — %
Securonix, Inc.(10)(23)(27)First lien senior secured revolving loan S + 6.50%4/2028— (1)(8)— %
Tahoe Finco, LLC(13)(27)(29)First lien senior secured loan S + 6.00%9/2028123,256 122,306 122,331 2.0 %
Tahoe Finco, LLC(10)(23)(27)(29)First lien senior secured revolving loan S + 6.00%10/2027— (62)(69)— %
Thunder Purchaser, Inc. (dba Vector Solutions)(14)(27)First lien senior secured loan S + 5.75%6/202868,819 68,321 68,475 1.1 %
Thunder Purchaser, Inc. (dba Vector Solutions)(10)(14)(27)First lien senior secured revolving loan S + 5.75%6/20273,235 3,211 3,216 0.1 %
When I Work, Inc.(14)(27)First lien senior secured loan S +
7.00% PIK
11/20275,481 5,445 5,385 0.1 %
When I Work, Inc.(10)(23)(27)First lien senior secured revolving loan S + 6.00%11/2027— (6)(16)— %
15
Blue Owl Capital Corporation
Consolidated Schedule of Investments
As of September 30, 2023
(Amounts in thousands, except share amounts)
(Unaudited)
Company(1)(4)(8)(33)InvestmentInterestMaturity DatePar / UnitsAmortized Cost(2)(3)Fair Value Percentage of Net Assets
Zendesk, Inc.(14)(27)First lien senior secured loan S +
6.75% (3.25% PIK)
11/202870,631 69,399 69,571 1.2 %
Zendesk, Inc.(10)(23)(24)(27)First lien senior secured delayed draw term loan S + 6.50%11/2024— (551)(87)— %
Zendesk, Inc.(10)(23)(27)First lien senior secured revolving loan S + 6.50%11/2028— (122)(107)— %
1,520,335 1,529,641 25.6 %
Leisure and entertainment
Troon Golf, L.L.C.(14)(27)First lien senior secured loan S + 5.75%8/2027238,311 237,481 237,120 4.0 %
Troon Golf, L.L.C.(10)(23)(27)First lien senior secured revolving loan S + 5.75%8/2026— (62)(108)— %
237,419 237,012 4.0 %
Manufacturing
BCPE Watson (DE) ORML, LP(9)(15)(27)(29)First lien senior secured loan S + 6.50%7/202815,000 14,874 14,925 0.2 %
Gloves Buyer, Inc. (dba Protective Industrial Products)(13)(27)Second lien senior secured loan S + 8.25%12/202829,250 28,706 28,884 0.5 %
Helix Acquisition Holdings, Inc. (dba MW Industries)(14)(27)First lien senior secured loan S + 7.00%3/20301,000 971 973 — %
Ideal Tridon Holdings, Inc.(15)(27)First lien senior secured loan S + 6.75%4/202827,302 26,543 26,619 0.4 %
Ideal Tridon Holdings, Inc.(10)(13)(27)First lien senior secured revolving loan S + 6.75%4/2028732 662 668 — %
MHE Intermediate Holdings, LLC (dba OnPoint Group)(14)(27)First lien senior secured loan S + 6.00%7/2027180,395 179,148 180,395 3.0 %
MHE Intermediate Holdings, LLC (dba OnPoint Group)(10)(14)(27)First lien senior secured revolving loan S + 6.00%7/20278,389 8,291 8,389 0.1 %
PHM Netherlands Midco B.V. (dba Loparex)(14)(27)First lien senior secured loan S + 4.50%7/2026772 741 729 — %
PHM Netherlands Midco B.V. (dba Loparex)(14)(27)Second lien senior secured loan S + 8.75%7/2027112,000 107,363 107,240 1.8 %
Safety Products/JHC Acquisition Corp. (dba Justrite Safety Group)(13)(27)First lien senior secured loan S + 4.50%6/202613,673 13,614 13,366 0.2 %
Sonny's Enterprises, LLC(14)(27)First lien senior secured loan S + 6.75%8/2028228,158 225,824 226,446 3.8 %
Sonny's Enterprises, LLC(10)(23)(24)(27)First lien senior secured delayed draw term loan S + 6.75%11/2024— (14)(8)— %
Sonny's Enterprises, LLC(10)(23)(27)First lien senior secured revolving loan S + 6.75%8/2027— (146)(135)— %
606,577 608,491 10.0 %
Oil and gas
Project Power Buyer, LLC (dba PEC-Veriforce)(14)(27)First lien senior secured loan S + 7.00%5/202644,290 44,018 44,068 0.7 %
Project Power Buyer, LLC (dba PEC-Veriforce)(10)(23)(27)First lien senior secured revolving loan S + 7.00%5/2025— (11)(16)— %
44,007 44,052 0.7 %
16
Blue Owl Capital Corporation
Consolidated Schedule of Investments
As of September 30, 2023
(Amounts in thousands, except share amounts)
(Unaudited)
Company(1)(4)(8)(33)InvestmentInterestMaturity DatePar / UnitsAmortized Cost(2)(3)Fair Value Percentage of Net Assets
Professional services
AmSpec Group, Inc. (fka AmSpec Services Inc.)(14)(27)First lien senior secured loan S + 5.75%7/2024108,272 107,966 108,272 1.8 %
AmSpec Group, Inc. (fka AmSpec Services Inc.)(10)(16)(27)First lien senior secured revolving loan P + 3.75%7/20243,812 3,781 3,812 0.1 %
Apex Group Treasury LLC(14)(27)(29)Second lien senior secured loan S + 6.75%7/202944,147 43,552 43,706 0.7 %
Apex Service Partners, LLC(14)(27)First lien senior secured loan S + 5.50%7/2025989 981 989 — %
Apex Service Partners, LLC(10)(14)(27)First lien senior secured revolving loan S + 5.50%7/202531 31 31 — %
Apex Service Partners Intermediate 2, LLC(27)(32)First lien senior secured loan
12.50% PIK
7/202754,991 54,023 54,991 0.9 %
Gerson Lehrman Group, Inc.(14)(27)First lien senior secured loan S + 5.25%12/2024120,672 120,398 120,672 2.0 %
Gerson Lehrman Group, Inc.(10)(23)(27)First lien senior secured revolving loan S + 5.25%12/2024— (43)— — %
Guidehouse Inc.(13)(27)First lien senior secured loan S + 6.25%10/20284,568 4,532 4,545 0.1 %
Relativity ODA LLC(13)(27)First lien senior secured loan S + 6.50%5/202785,834 85,100 85,834 1.4 %
Relativity ODA LLC(10)(23)(27)First lien senior secured revolving loan S + 6.50%5/2027— (66)— — %
Sensor Technology Topco, Inc. (dba Humanetics)(14)(27)First lien senior secured loan S +
7.00% (2.00% PIK)
5/202664,033 63,608 63,873 1.1 %
Sensor Technology Topco, Inc. (dba Humanetics)(18)(27)First lien senior secured EUR term loan E +
7.25% (2.25% PIK)
5/2026 € 11,534 12,447 12,182 0.2 %
Sensor Technology Topco, Inc. (dba Humanetics)(10)(13)(27)First lien senior secured revolving loan S + 6.50%5/20262,288 2,251 2,274 — %
498,561 501,181 8.3 %
Specialty retail
Galls, LLC(14)(27)First lien senior secured loan S +
 6.75% (0.50% PIK)
1/2025112,151 111,742 112,151 1.9 %
Galls, LLC(10)(14)(27)First lien senior secured revolving loan S + 6.75%1/20248,399 8,293 8,399 0.1 %
Ideal Image Development, LLC(14)(27)First lien senior secured loan S + 6.50%9/202711,590 11,399 10,518 0.2 %
Ideal Image Development, LLC(14)(27)First lien senior secured revolving loan S + 6.50%9/20271,829 1,801 1,660 — %
Milan Laser Holdings LLC(13)(27)First lien senior secured loan S + 5.00%4/202723,872 23,718 23,872 0.4 %
Milan Laser Holdings LLC(10)(23)(27)First lien senior secured revolving loan S + 5.00%4/2026— (11)— — %
17
Blue Owl Capital Corporation
Consolidated Schedule of Investments
As of September 30, 2023
(Amounts in thousands, except share amounts)
(Unaudited)
Company(1)(4)(8)(33)InvestmentInterestMaturity DatePar / UnitsAmortized Cost(2)(3)Fair Value Percentage of Net Assets
Notorious Topco, LLC (dba Beauty Industry Group)(14)(27)First lien senior secured loan S + 6.75%11/2027108,527 107,307 103,372 1.7 %
Notorious Topco, LLC (dba Beauty Industry Group)(10)(14)(24)(27)First lien senior secured delayed draw term loan S + 6.75%11/20239,458 9,294 8,785 0.1 %
Notorious Topco, LLC (dba Beauty Industry Group)(10)(14)(27)First lien senior secured revolving loan S + 6.75%5/2027638 543 184 — %
The Shade Store, LLC(14)(27)First lien senior secured loan S + 6.00%10/20278,932 8,851 8,575 0.1 %
The Shade Store, LLC(10)(14)(27)First lien senior secured revolving loan S + 6.00%10/2026400 393 364 — %
283,330 277,880 4.5 %
Transportation
Lightbeam Bidco, Inc. (dba Lazer Spot)(15)(27)First lien senior secured loan S + 6.25%5/20303,929 3,891 3,899 0.1 %
Lightbeam Bidco, Inc. (dba Lazer Spot)(10)(23)(24)(27)First lien senior secured delayed draw term loan S + 6.25%11/2024— (3)— — %
Lightbeam Bidco, Inc. (dba Lazer Spot)(10)(15)(27)First lien senior secured revolving loan S + 6.25%5/202963 59 60 — %
Lytx, Inc.(13)(27)First lien senior secured loan S + 6.75%2/202871,005 70,446 70,828 1.2 %
Motus Group, LLC(13)(27)Second lien senior secured loan S + 6.50%12/202910,810 10,720 10,675 0.2 %
85,113 85,462 1.5 %
Total non-controlled/non-affiliated portfolio company debt investments$10,834,557 $10,699,689 177.8 %
Equity Investments
Aerospace and defense
Space Exploration Technologies Corp.(12)(27)(28)Class A Common Stock N/A N/A46,605 2,557 3,775 0.1 %
Space Exploration Technologies Corp.(12)(27)(28)Class C Common Stock N/A N/A9,360 446 758 — %
3,003 4,533 0.1 %
Asset based lending and fund finance
Amergin Asset Management, LLC(12)(27)(28)(29)Class A Units N/A N/A50,000,000 1 — — %
1 — — %
Automotive
CD&R Value Building Partners I, L.P. (dba Belron)(12)(27)(28)(29)LP Interest N/A N/A32,912 32,911 39,078 0.7 %
Metis HoldCo, Inc. (dba Mavis Tire Express Services)(27)(28)(32)Series A Convertible Preferred Stock
7.00% PIK
N/A176,926 173,104 176,926 2.9 %
206,015 216,004 3.6 %
18
Blue Owl Capital Corporation
Consolidated Schedule of Investments
As of September 30, 2023
(Amounts in thousands, except share amounts)
(Unaudited)
Company(1)(4)(8)(33)InvestmentInterestMaturity DatePar / UnitsAmortized Cost(2)(3)Fair Value Percentage of Net Assets
Buildings and real estate
Associations Finance, Inc.(27)(28)(32)Preferred Stock
13.50% PIK
N/A54,800,000 60,923 61,622 1.0 %
Dodge Construction Network Holdings, L.P.(12)(27)(28)Class A-2 Common Units N/A N/A2,181,629 1,859 1,533 — %
Dodge Construction Network Holdings, L.P.(27)(28)Series A Preferred UnitsS +8.25%N/A— 45 34 — %
62,827 63,189 1.0 %
Business services
Denali Holding, LP (dba Summit Companies)(12)(27)(28)Class A Units N/A N/A337,460 3,431 5,020 0.1 %
Hercules Buyer, LLC (dba The Vincit Group)(12)(27)(28)(31)Common Units N/A N/A2,190,000 2,192 2,452 — %
Knockout Intermediate Holdings I Inc. (dba Kaseya Inc.)(27)(28)(32)Perpetual Preferred Stock
11.75% PIK
N/A15,727 15,421 15,688 0.3 %
21,044 23,160 0.4 %
Consumer Products
ASP Conair Holdings LP(12)(27)(28)Class A Units N/A N/A60,714 6,071 5,736 0.1 %
6,071 5,736 0.1 %
Financial services
Blend Labs, Inc.(5)(12)(27)Common stock N/A N/A72,317 1,000 99 — %
Blend Labs, Inc.(12)(27)(28)Warrants N/A N/A179,529 975 1 — %
1,975 100 — %
Food and beverage
H-Food Holdings, LLC(12)(27)(28)LLC interest N/A N/A1,088 10,874 6,271 0.1 %
Hissho Sushi Holdings, LLC(12)(27)(28)Class A units N/A N/A7,502 75 97 — %
10,949 6,368 0.1 %
Healthcare equipment and services
KPCI Holdings, L.P.(12)(27)(28)Class A Units N/A N/A32,285 32,284 35,113 0.6 %
Maia Aggregator, LP(12)(27)(28)Class A-2 Units N/A N/A168,539 169 179 — %
Patriot Holdings SCSp (dba Corza Health, Inc.)(12)(27)(28)(29)Class B Units N/A N/A97,833 150 1,625 — %
Patriot Holdings SCSp (dba Corza Health, Inc.)(27)(28)(29)(32)Class A Units
8.00% PIK
N/A7,104 9,416 9,416 0.2 %
Rhea Acquisition Holdings, LP(12)(27)(28)Series A-2 Units N/A N/A119,048 119 161 — %
42,138 46,494 0.8 %
Healthcare providers and services
KOBHG Holdings, L.P. (dba OB Hospitalist)(12)(27)(28)Class A Interests N/A N/A6,670 6,670 5,884 0.1 %
6,670 5,884 0.1 %
19
Blue Owl Capital Corporation
Consolidated Schedule of Investments
As of September 30, 2023
(Amounts in thousands, except share amounts)
(Unaudited)
Company(1)(4)(8)(33)InvestmentInterestMaturity DatePar / UnitsAmortized Cost(2)(3)Fair Value Percentage of Net Assets
Healthcare technology
BEHP Co-Investor II, L.P.(12)(27)(28)(29)LP Interest N/A N/A1,269,969 1,266 1,325 — %
WP Irving Co-Invest, L.P.(12)(27)(28)(29)Partnership Units N/A N/A1,250,000 1,250 1,304 — %
Minerva Holdco, Inc.(27)(28)(32)Series A Preferred Stock
10.75% PIK
N/A8,114 7,994 7,668 0.1 %
10,510 10,297 0.1 %
Household products
Evology, LLC(12)(27)(28)Class B Units N/A N/A451 2,160 2,065 — %
2,160 2,065 — %
Human resource support services
Sunshine Software Holdings, Inc. (dba Cornerstone OnDemand)(27)(28)(32)Series A Preferred Stock
10.50% PIK
N/A45,863 45,067 39,328 0.7 %
45,067 39,328 0.7 %
Insurance
Accelerate Topco Holdings, LLC(12)(27)(28)Common Units N/A N/A513 14 16 — %
Evolution Parent, LP (dba SIAA)(12)(27)(28)LP Interest N/A N/A42,838 4,284 4,793 0.1 %
GrowthCurve Capital Sunrise Co-Invest LP (dba Brightway)(12)(27)(28)LP Interest N/A N/A638 638 612 — %
GoHealth, Inc. (5)(12)(27)Common stock N/A N/A68,125 5,234 987 — %
Hockey Parent Holdings, L.P.(12)(27)(28)Class A Units N/A N/A498 10,000 10,000 0.2 %
PCF Holdco, LLC (dba PCF Insurance Services)(10)(27)(28)(32)Series A Preferred Units
15.00% PIK
N/A11,437,106 6,767 7,180 0.1 %
PCF Holdco, LLC (dba PCF Insurance Services)(12)(27)(28)Class A Units N/A N/A14,772,724 37,463 67,457 1.1 %
PCF Holdco, LLC (dba PCF Insurance Services)(12)(27)(28)Class A Unit Warrants N/A N/A1,288,200 4,396 4,400 0.1 %
68,796 95,445 1.6 %
Internet and software services
BCTO WIW Holdings, Inc. (dba When I Work)(12)(27)(28)Class A Common Stock N/A N/A13,000 1,300 1,097 — %
Brooklyn Lender Co-Invest 2, L.P. (dba Boomi)(12)(27)(28)Common Units N/A N/A7,503,843 7,504 7,706 0.1 %
Elliott Alto Co-Investor Aggregator L.P.(12)(27)(28)(29)LP Interest N/A N/A3,134 3,153 2,970 — %
Insight CP (Blocker) Holdings, L.P. (dba CivicPlus, LLC)(12)(27)(28)(29)LP Interest N/A N/A1,230 1,230 1,286 — %
MessageBird Holding B.V.(12)(27)(28)(29)Extended Series C Warrants N/A N/A122,890 753 140 — %
Picard Holdco, Inc.(14)(27)(28)Series A Preferred Stock S +
12.00% PIK
N/A22,945 22,383 20,249 0.3 %
Project Alpine Co-Invest Fund, LP(12)(27)(28)(29)LP Interest N/A N/A10,000 10,006 10,974 0.2 %
Project Hotel California Co-Invest Fund, L.P.(12)(27)(28)(29)LP Interest N/A N/A2,685 2,687 2,804 — %
Thunder Topco L.P. (dba Vector Solutions)(12)(27)(28)Common Units N/A N/A3,829,614 3,830 4,250 0.1 %
20
Blue Owl Capital Corporation
Consolidated Schedule of Investments
As of September 30, 2023
(Amounts in thousands, except share amounts)
(Unaudited)
Company(1)(4)(8)(33)InvestmentInterestMaturity DatePar / UnitsAmortized Cost(2)(3)Fair Value Percentage of Net Assets
VEPF Torreys Aggregator, LLC (dba MINDBODY, Inc.)(27)(28)(32)Series A Preferred Stock
6.00% PIK
N/A21,250 23,629 22,992 0.4 %
WMC Bidco, Inc. (dba West Monroe)(27)(28)(32)Senior Preferred Stock
11.25% PIK
N/A20,646 20,294 19,562 0.3 %
Zoro TopCo, Inc. (dba Zendesk, Inc.)(27)(28)(32)Series A Preferred Stock
12.50% PIK
N/A10,291 9,972 10,085 0.2 %
Zoro TopCo, L.P. (dba Zendesk, Inc.)(12)(27)(28)Class A Common Units N/A N/A796,165 7,962 8,354 0.1 %
114,703 112,469 1.7 %
Manufacturing
Gloves Holdings, LP (dba Protective Industrial Products)(12)(27)(28)LP Interest N/A N/A325 3,250 3,626 0.1 %
Windows Entities(27)(28)(30)LLC Units N/A N/A31,849 60,319 137,433 2.3 %
63,569 141,059 2.4 %
Total non-controlled/non-affiliated portfolio company equity investments$665,498 $772,131 12.7 %
Total non-controlled/non-affiliated portfolio company investments$11,500,055 $11,471,820 190.5 %
Non-controlled/affiliated portfolio company investments
Equity Investments
Pharmaceuticals
LSI Financing 1 DAC(25)(27)(28)(29)Preferred equity N/A N/A6,174,611 19,352 19,805 0.3 %
19,352 19,805 0.3 %
Total non-controlled/affiliated portfolio company investments$19,352 $19,805 0.3 %
Controlled/affiliated portfolio company investments
Debt Investments
Advertising and media
Swipe Acquisition Corporation (dba PLI)(15)(26)(27)First lien senior secured loan S + 8.00%6/202648,332 48,106 48,332 0.8 %
Swipe Acquisition Corporation (dba PLI)(10)(14)(24)(26)(27)First lien senior secured delayed draw term loan S + 8.00%12/202314,391 14,391 14,391 0.2 %
Swipe Acquisition Corporation (dba PLI)(10)(26)(27)Letter of Credit S + 8.00%6/2026— 1 — — %
62,498 62,723 1.0 %
Asset based lending and fund finance
AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC(26)(27)(32)First lien senior secured loan  
12.00% PIK
7/2030$36,380 $36,380 $36,380 0.6 %
$36,380 $36,380 0.6 %
21
Blue Owl Capital Corporation
Consolidated Schedule of Investments
As of September 30, 2023
(Amounts in thousands, except share amounts)
(Unaudited)
Company(1)(4)(8)(33)InvestmentInterestMaturity DatePar / UnitsAmortized Cost(2)(3)Fair Value Percentage of Net Assets
Distribution
PS Operating Company LLC (fka QC Supply, LLC)(14)(26)First lien senior secured loan S + 6.00%12/202413,241 12,976 12,613 0.2 %
PS Operating Company LLC (fka QC Supply, LLC)(10)(14)(26)First lien senior secured revolving loan S + 6.00%12/20243,641 3,580 3,405 0.1 %
16,556 16,018 0.3 %
Household products
Walker Edison Furniture Company LLC(11)(13)(26)(27)First lien senior secured loan S +
6.75% PIK
3/202723,162 20,675 22,351 0.4 %
Walker Edison Furniture Company LLC(10)(11)(13)(26)(27)First lien senior secured delayed draw term loan S +
6.75% PIK
3/2027586 562 530 — %
Walker Edison Furniture Company LLC(11)(13)(26)(27)First lien senior secured revolving loan S +
6.25% PIK
3/202711,241 11,241 11,017 0.2 %
32,478 33,898 0.6 %
Infrastructure and environmental services
Eagle Infrastructure Services, LLC(14)(26)First lien senior secured loan S + 7.50%4/202887,536 85,916 86,004 1.4 %
85,916 86,004 1.4 %
Total controlled/affiliated portfolio company debt investments$233,828 $235,023 3.9 %
Equity Investments
Advertising and media
New PLI Holdings, LLC (dba PLI)(26)(27)(28)Class A Common Units N/A N/A86,745 48,007 97,691 1.6 %
48,007 97,691 1.6 %
Asset based lending and fund finance
AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC(10)(26)(27)(28)(29)LLC Interest N/A N/A23,966 23,937 23,966 0.4 %
AAM Series 2.1 Aviation Feeder, LLC(10)(26)(27)(28)(29)LLC Interest N/A N/A30,706 30,713 30,706 0.5 %
Wingspire Capital Holdings LLC(9)(10)(26)(28)LLC Interest N/A N/A405,145 405,145 482,246 8.0 %
459,795 536,918 8.9 %
Distribution
PS Op Holdings LLC (fka QC Supply, LLC)(26)(28)Class A Common Units N/A N/A248,271 4,300 3,425 0.1 %
4,300 3,425 0.1 %
Household products
Walker Edison Holdco LLC(26)(27)(28)Common Units N/A N/A245,906 23,762 14,206 0.2 %
23,762 14,206 0.2 %
Infrastructure and environmental services
Eagle Infrastructure Super Holdco LLC(26)(27)(28)Common Units  N/A N/A576,276 24,058 24,058 0.4 %
24,058 24,058 0.4 %
22
Blue Owl Capital Corporation
Consolidated Schedule of Investments
As of September 30, 2023
(Amounts in thousands, except share amounts)
(Unaudited)
Company(1)(4)(8)(33)InvestmentInterestMaturity DatePar / UnitsAmortized Cost(2)(3)Fair Value Percentage of Net Assets
Insurance
Fifth Season Investments LLC(26)(27)(28)Class A Units N/A N/A28 123,500 123,500 2.1 %
123,500 123,500 2.1 %
Joint ventures
Blue Owl Capital Corporation Senior Loan Fund LLC (fka ORCC Senior Loan Fund LLC)(7)(9)(26)(28)(29)LLC interest N/A N/A386,214 386,214 369,712 6.2 %
386,214 369,712 6.2 %
Total controlled/affiliated portfolio company equity investments$1,069,636 $1,169,510 19.5 %
Total controlled/affiliated portfolio company investments$1,303,464 $1,404,533 23.4 %
Total Investments$12,822,871 $12,896,158 214.2 %

Interest Rate Swaps as of September 30, 2023
Company ReceivesCompany PaysMaturity DateNotional AmountFair ValueUpfront Payments/ReceiptsChange in Unrealized Appreciation / (Depreciation)Hedged InstrumentFootnote Reference
Interest rate swap5.25%
S + 3.051%
4/10/2024400,000 (6,893)—6,2002024 NotesNote 6
Interest rate swap2.63%
S + 1.769%
1/15/2027500,000 (57,103)—(724)2027 NotesNote 6
Total900,000 5,476
_______________
(1)Certain portfolio company investments are subject to contractual restrictions on sales. Refer to footnote 28 for additional information on our restricted securities.
(2)The amortized cost represents the original cost adjusted for the amortization or accretion of premium or discount, as applicable, on debt investments using the effective interest method.
(3)As of September 30, 2023, the net estimated unrealized loss for U.S. federal income tax purposes was $38.5 million based on a tax cost basis of $12.9 billion. As of September 30, 2023, the estimated aggregate gross unrealized loss for U.S. federal income tax purposes was $343.2 million and the estimated aggregate gross unrealized gain for U.S. federal income tax purposes was $304.7 million.
(4)Unless otherwise indicated, all investments are considered Level 3 investments.
(5)Level 1 investment.
(6)Level 2 investment.
(7)Investment measured at net asset value (“NAV”).
(8)Unless otherwise indicated, the Company’s portfolio companies are pledged as collateral supporting the amounts outstanding under the Revolving Credit Facility, SPV Asset Facilities and CLOs. See Note 6 “Debt”.
(9)Investment is not pledged as collateral for the credit facilities.
(10)Position or portion thereof is an unfunded loan or equity commitment. See Note 7 “Commitments and Contingencies”.
(11)Loan was on non-accrual status as of September 30, 2023.
(12)Investment is non-income producing.
(13)The interest rate on these loans is subject to 1 month SOFR, which as of September 30, 2023 was 5.32%.
(14)The interest rate on these loans is subject to 3 month SOFR, which as of September 30, 2023 was 5.40%.
(15)The interest rate on these loans is subject to 6 month SOFR, which as of September 30, 2023 was 5.47%.
(16)The interest rate on these loans is subject to Prime, which as of September 30, 2023 was 8.50%.
(17)The interest rate on this loan is subject to 1 month EURIBOR, which as of September 30, 2023 was 3.85%.
(18)The interest rate on this loan is subject to 3 month EURIBOR, which as of September 30, 2023 was 3.95%.
(19)The interest rate on this loan is subject to 6 month EURIBOR, which as of September 30, 2023 was 4.13%.
(20)The interest rate on this loan is subject to SONIA, which as of September 30, 2023 was 5.19%.
(21)The interest rate on these loans is subject to 3 month LIBOR, which as of September 30, 2023 was 5.66%.
(22)The interest rate on these loans is subject to 6 month LIBOR, which as of September 30, 2023 was 5.90%.
23
Blue Owl Capital Corporation
Consolidated Schedule of Investments
As of September 30, 2023
(Amounts in thousands, except share amounts)
(Unaudited)
(23)The negative cost is the result of the capitalized discount being greater than the principal amount outstanding on the loan. The negative fair value is the result of the capitalized discount on the loan.
(24)The date disclosed represents the commitment period of the unfunded term loan. Upon expiration of the commitment period, the funded portion of the term loan may be subject to a longer maturity date.
(25)As defined in the 1940 Act, the Company is deemed to be an “affiliated person” of this portfolio company as the Company owns more than 5% but less than 25% of the portfolio company's voting securities or has the power to exercise control over management or policies of such portfolio company, including through a management agreement (“non-controlled affiliate”). Transactions related to investments in non-controlled affiliates for the period ended September 30, 2023 were as follows:
($ in thousands)Fair value
as of December 31, 2022		Gross Additions
(a)		Gross Reductions(b)Change in Unrealized Gains (Losses)Fair value
as of September 30, 2023		Interest IncomeDividend IncomeOther Income
LSI Financing 1 DAC6,175 15,045 (1,917)502 19,805 — 213 — 
Total Non-Controlled Affiliates$6,175 $15,045 $(1,917)$502 $19,805 $— $213 $— 
________________
(a)Gross additions may include increases in the cost basis of investments resulting from new investments, amounts related to payment-in-kind (“PIK”) interest capitalized and added to the principal balance of the respective loans, the accretion of discounts, the exchange of one or more existing investments for one or more new investments and the movement at fair value of an existing portfolio company into this controlled affiliated category from a different category.
(b)Gross reductions may include decreases in the cost basis of investments resulting from principal collections related to investment repayments and sales, return of capital, the amortization of premiums and the exchange of one or more existing securities for one or more new securities.
(26)As defined in the 1940 Act, the Company is deemed to be both an “Affiliated Person” and has “Control” of this portfolio company as the Company owns more than 25% of the portfolio company’s outstanding voting securities or has the power to exercise control over management or policies of such portfolio company, including through a management agreement (“controlled affiliate”). The Company’s investment in controlled affiliates for the period ended September 30, 2023, were as follows:
($ in thousands)Fair value
as of December 31, 2022		Gross Additions
(a)		Gross Reductions(b)Change in Unrealized Gains (Losses)Fair value
as of September 30, 2023		Interest IncomeDividend IncomeOther Income
Controlled Affiliates
AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC(d)$— $60,349 $(35)$32 $60,346 $773 $— $— 
AAM Series 2.1 Aviation Feeder, LLC(d)1,568 29,138 — — 30,706 — — — 
Eagle Infrastructure Super LLC— 109,977 (2)87 110,062 5,927 — 14 
Fifth Season Investments LLC (fka Chapford SMA Partnership, L.P.)89,680 33,820 — — 123,500 — 2,860 — 
Blue Owl Capital Corporation Senior Loan Fund LLC (fka ORCC Senior Loan Fund LLC)(c)288,981 106,751 (39,375)13,355 369,712 — 33,302 — 
PS Operating Company LLC (fka QC Supply, LLC)20,361 37 (166)(789)19,443 1,472 — 5 
Swipe Acquisition Corporation (dba PLI)161,680 221 (1,335)(152)160,414 6,545 3,558 723 
Walker Edison Furniture Company, LLC— 56,239 — (8,135)48,104 — — 18 
Wingspire Capital Holdings LLC431,531 58,000 (17,000)9,715 482,246 — 27,000 — 
Total Controlled Affiliates$993,801 $454,532 $(57,913)$14,113 $1,404,533 $14,717 $66,720 $760 
________________
(a)Gross additions may include increases in the cost basis of investments resulting from new investments, amounts related to payment-in-kind (“PIK”) interest capitalized and added to the principal balance of the respective loans, the accretion of discounts, the exchange of one or more existing investments for one or more new investments and the movement at fair value of an existing portfolio company into this controlled affiliated category from a different category.
(b)Gross reductions may include decreases in the cost basis of investments resulting from principal collections related to investment repayments and sales, return of capital, the amortization of premiums and the exchange of one or more existing securities for one or more new securities.
(c)For further description of the Company's investment in Blue Owl Capital Corporation Senior Loan Fund (fka ORCC Senior Loan Fund), see Note 4 "Investments."
(d)In connection with its investment in AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC and AAM Series 2.1 Aviation Feeder, LLC (collectively, “Amergin Assetco”) the Company made a minority investment in Amergin Asset Management, LLC which has entered into a Servicing Agreement with Amergin Assetco.
24
Blue Owl Capital Corporation
Consolidated Schedule of Investments
As of September 30, 2023
(Amounts in thousands, except share amounts)
(Unaudited)
(27)Represents co-investment made with the Company’s affiliates in accordance with the terms of the exemptive relief that the Company received from the U.S. Securities and Exchange Commission. See Note 3 “Agreements and Related Party Transactions.”
(28)Securities acquired in transactions exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) and may be deemed to be “restricted securities” under the Securities Act. As of September 30, 2023, the aggregate fair value of these securities is $2.0 billion or 32.7% of the Company’s net assets. The acquisition dates of the restricted securities are as follows:
Portfolio CompanyInvestmentAcquisition Date
AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC**LLC Interest7/1/2022
AAM Series 2.1 Aviation Feeder, LLC**LLC Interest7/1/2022
Amergin Asset Management, LLCClass A Units7/1/2022
Accelerate topco Holdings, LLCCommon Units9/1/2022
ASP Conair Holdings LPClass A Units5/17/2021
Associations Finance, Inc.Preferred Stock6/10/2022
Windows EntitiesLLC Units1/16/2020
BCTO WIW Holdings, Inc. (dba When I Work)Class A Common Stock11/2/2021
BEHP Co-Investor II, L.P.LP Interest5/11/2022
WP Irving Co-Invest, L.P.Partnership Units5/18/2022
Blend Labs, Inc.Warrants7/2/2021
Brooklyn Lender Co-Invest 2, L.P. (dba Boomi)Common Units10/1/2021
CD&R Value Building Partners I, L.P. (dba Belron)LP Interest12/2/2021
Fifth Season Investments LLC (fka Chapford SMA Partnership, L.P.)**Class A Units7/18/2022
Denali Holding, LP (dba Summit Companies)Class A Units9/15/2021
Dodge Construction Network Holdings, LPClass A-2 Common Units2/23/2022
Dodge Construction Network Holdings, LPSeries A Preferred Units2/23/2022
 Eagle Infrastructure Super LLC**Common Units3/31/2023
Elliott Alto Co-Investor Aggregator L.P.LP Interest9/27/2022
Picard Holdco, LLCSeries A Preferred Stock9/30/2022
Evology, LLCClass B Units1/24/2022
Evolution Parent, LP (dba SIAA)LP Interest4/30/2021
Gloves Holdings, LP (dba Protective Industrial Products)LP Interest12/29/2020
GrowthCurve Capital Sunrise Co-Invest LP (dba Brightway)LP Interest12/16/2021
Hercules Buyer, LLC (dba The Vincit Group)Common Units12/15/2020
Hissho Sushi Holdings, LLCClass A units5/17/2022
Hockey Parent Holdings L.P.Class A Units9/14/2023
Insight CP (Blocker) Holdings, L.P. (dba CivicPlus, LLC)LP Interest6/8/2022
Knockout Intermediate Holdings I Inc. (dba Kaseya)Perpetual Preferred Stock6/23/2022
KOBHG Holdings, L.P. (dba OB Hospitalist)Class A Interests9/27/2021
Maia Aggregator, LPClass A-2 Units2/1/2022
H-Food Holdings, LLCLLC Interest11/23/2018
LSI Financing 1 DAC**Preferred equity12/14/2022
MessageBird Holding B.V.Extended Series C Warrants5/5/2021
Metis HoldCo, Inc. (dba Mavis Tire Express Services)Series A Convertible Preferred Stock5/4/2021
Minerva Holdco, Inc.Series A Preferred Stock2/15/2022
KPCI Holdings, L.P.Class A Units11/30/2020
Patriot Holdings SCSp (dba Corza Health, Inc.)Class B Units1/29/2021
Patriot Holdings SCSp (dba Corza Health, Inc.)Class A Units1/29/2021
PCF Holdco, LLC (dba PCF Insurance Services)Class A Units11/1/2021
Project Alpine Co-Invest Fund,
LP		LP Interest6/10/2022
Project Hotel California Co-Invest Fund, L.P. LP Interest8/9/2022
PS Op Holdings LLC (fka QC Supply, LLC)**Class A Common Units12/21/2021
Rhea Acquisition Holdings, LPSeries A-2 Units2/18/2022
Blue Owl Capital Corporation Senior Loan Fund LLC (fka ORCC Senior Loan Fund LLC)*LLC Interest6/20/2017
25
Blue Owl Capital Corporation
Consolidated Schedule of Investments
As of September 30, 2023
(Amounts in thousands, except share amounts)
(Unaudited)
Portfolio CompanyInvestmentAcquisition Date
Space Exploration Technologies Corp.Class A Common Stock3/25/2021
Space Exploration Technologies Corp.Class C Common Stock3/25/2021
Sunshine Software Holdings, Inc. (dba Cornerstone OnDemand)Series A Preferred Stock10/14/2021
New PLI Holdings, LLC (dba PLI)**Class A Common Units12/23/2020
Thunder Topco L.P. (dba Vector Solutions)Common Units6/30/2021
VEPF Torreys Aggregator, LLC (dba MINDBODY, Inc.)Series A Preferred Stock10/15/2021
 Walker Edison Holdco LLC**Common Units3/1/2023
Wingspire Capital Holdings LLC**LLC Interest9/24/2019
WMC Bidco, Inc. (dba West Monroe)Senior Preferred Stock11/9/2021
Zoro TopCo, L.P.Series A Preferred Stock11/22/2022
Zoro TopCo, L.P.Class A Common Units11/22/2022
* Refer to Note 4 “Investments – Blue Owl Capital Corporation Senior Loan Fund LLC,” for further information.
** Refer to Note 3 “Agreements and Related Party Transactions – Controlled/Affiliated Portfolio Companies”.
(29)This portfolio company is not a qualifying asset under Section 55(a) of the Investment Company Act of 1940, as amended (the “1940 Act”). Under the 1940 Act, the Company may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of total assets. As of September 30, 2023, non-qualifying assets represented 14.4% of total assets as calculated in accordance with the regulatory requirements.
(30)Investment represents multiple underlying investments in related entities under common management. These underlying investments are on identical terms and include Midwest Custom Windows, LLC with a fair value of $23.9 million, Greater Toronto Custom Windows, Corp. with a fair value of $9.9 million, Garden State Custom Windows, LLC with a fair value of $33.1 million, Long Island Custom Windows, LLC with a fair value of $28.6 million, Jemico, LLC with a fair value of $23.0 million, Atlanta Custom Windows, LLC with a fair value of $11.4 million and Fairchester Custom Windows with a fair value of $7.6 million as of September 30, 2023. Greater Toronto Custom Windows, Corp. is considered a non-qualifying asset.
(31)We invest in this portfolio company through underlying blocker entities Hercules Blocker 1 LLC, Hercules Blocker 2 LLC, Hercules Blocker 3 LLC, Hercules Blocker 4 LLC, and Hercules Blocker 5 LLC.
(32)Contains a fixed-rate structure.
(33)Unless otherwise indicated, loan contains a variable rate structure and may be subject to an interest rate floor. Variable rate loans bear interest at a rate that may be determined by reference to either the Secured Overnight Financing Rate ("SOFR" or "S," which can include one-, three- or six- month SOFR), London Interbank Offered Rate (“LIBOR” or “L”, which can include one-, three- or six- month LIBOR), Euro Interbank Offered Rate (“EURIBOR”), Great Britain Pound London Interbank Offered Rate (“GBPLIBOR” or “G”, which can include three- or six-month GBPLIBOR), SONIA ("SONIA” or "SA") or an alternate base rate (which can include the Federal Funds Effective Rate or the Prime Rate), at the borrower’s option, and which reset periodically based on the terms of the loan agreement.
The accompanying notes are an integral part of these consolidated financial statements.
26
Blue Owl Capital Corporation
Consolidated Schedule of Investments
As of December 31, 2022
(Amounts in thousands, except share amounts)
Company(1)(4)(8)InvestmentInterestMaturity DatePar / UnitsAmortized Cost(2)(3)Fair Value Percentage of Net Assets
Non-controlled/non-affiliated portfolio company investments
Debt Investments
Advertising and media
Global Music Rights, LLC(10)(12)(27)First lien senior secured loan L + 5.50%8/2028$7,425 $7,300 $7,425 0.1 %
Global Music Rights, LLC(10)(22)(23)(27)First lien senior secured revolving loan L + 5.50%8/2027— (10)— — %
The NPD Group, L.P.(10)(14)(27)First lien senior secured loan S +
 6.25% (incl. 2.75% PIK)
12/202823,717 23,252 23,243 0.4 %
The NPD Group, L.P.(10)(14)(22)(27)First lien senior secured revolving loan S + 5.75%12/2027181 153 151 — %
31,323 30,695 30,819 0.5 %
Aerospace and defense
Aviation Solutions Midco, LLC (dba STS Aviation)(10)(12)(27)First lien senior secured loan L + 7.25%1/2025212,678 211,054 205,233 3.5 %
Peraton Corp.(6)(10)(11)(27)Second lien senior secured loan L + 7.75%2/202946,113 45,539 43,691 0.7 %
Valence Surface Technologies LLC(10)(15)(27)First lien senior secured loan S +
7.75% (incl. 3.875% PIK)
6/2025128,074 127,233 102,459 1.7 %
Valence Surface Technologies LLC(10)(15)(22)(27)First lien senior secured revolving loan S + 7.75%6/202510,408 10,345 8,316 0.1 %
397,273 394,171 359,699 6.0 %
Asset based lending and fund finance
Hg Genesis 8 Sumoco Limited(10)(20)(27)(29)Unsecured facility SA +
 6.00% (incl. 6.00% PIK)
8/202545,071 49,137 45,071 0.8 %
Hg Genesis 9 SumoCo Limited(10)(18)(27)(29)Unsecured facility E +
 7.00% (incl. 7.00% PIK)
3/202746,914 48,136 46,914 0.8 %
Hg Saturn Luchaco Limited(10)(20)(27)(29)Unsecured facility SA +
 7.50% (incl. 7.50% PIK)
3/2026120,209 135,817 118,706 2.0 %
212,194 233,090 210,691 3.6 %
Buildings and real estate
Associations, Inc.(10)(15)(27)First lien senior secured loan S +
 6.50% (incl. 2.50% PIK)
7/2027386,382 383,491 385,414 6.6 %
Associations, Inc.(10)(15)(22)(24)(27)First lien senior secured delayed draw term loan S +
 6.50% (incl. 2.50% PIK)
6/20243,714 3,274 3,590 0.1 %
Associations, Inc.(10)(22)(23)(27)First lien senior secured revolving loan S + 4.00%7/2027— (247)(82)— %
REALPAGE, INC.(10)(11)(27)Second lien senior secured loan L + 6.50%4/202934,500 34,067 33,033 0.6 %
424,596 420,585 421,955 7.3 %
27
Blue Owl Capital Corporation
Consolidated Schedule of Investments
As of December 31, 2022
(Amounts in thousands, except share amounts)
Company(1)(4)(8)InvestmentInterestMaturity DatePar / UnitsAmortized Cost(2)(3)Fair Value Percentage of Net Assets
Business services
Access CIG, LLC(10)(11)(27)Second lien senior secured loan L + 7.75%2/202658,760 58,429 58,465 1.0 %
CIBT Global, Inc.(10)(12)(27)(30)First lien senior secured loan L +
 5.25% (incl. 4.25% PIK)
6/2025903 616 470 — %
CIBT Global, Inc.(10)(12)(27)(30)Second lien senior secured loan L +
 7.75% (incl. 7.75% PIK)
12/202563,678 26,736 6,048 0.1 %
Denali BuyerCo, LLC (dba Summit Companies)(10)(12)(27)First lien senior secured loan L + 5.75%9/202843,339 42,786 42,905 0.7 %
Denali BuyerCo, LLC (dba Summit Companies)(10)(12)(22)(24)(27)First lien senior secured delayed draw term loan L + 5.75%9/20238,229 8,122 8,147 0.1 %
Denali BuyerCo, LLC (dba Summit Companies)(10)(22)(23)(27)First lien senior secured revolving loan L + 5.75%9/2027— (24)(30)— %
Diamondback Acquisition, Inc. (dba Sphera)(10)(11)(27)First lien senior secured loan L + 5.50%9/20284,109 4,039 4,068 0.1 %
Diamondback Acquisition, Inc. (dba Sphera)(10)(22)(23)(24)(27)First lien senior secured delayed draw term loan L + 5.50%9/2023— (9)— — %
Entertainment Benefits Group, LLC(10)(14)(27)First lien senior secured loan S + 4.75%5/2028862 855 862 — %
Entertainment Benefits Group, LLC(10)(14)(22)(27)First lien senior secured revolving loan S + 4.75%4/202789 88 89 — %
Fullsteam Operations, LLC(10)(12)(22)(24)(27)First lien senior secured delayed draw term loan L +
 7.50% (incl. 3.00% PIK)
5/20246,121 5,940 5,994 0.1 %
Gainsight, Inc.(10)(12)(27)First lien senior secured loan L +
 6.75% (incl. 6.75% PIK)
7/202721,222 20,951 20,902 0.4 %
Gainsight, Inc.(10)(22)(23)(27)First lien senior secured revolving loan L + 6.25%7/2027— (45)(50)— %
Hercules Borrower, LLC (dba The Vincit Group)(10)(12)(27)First lien senior secured loan L + 6.50%12/2026176,892 175,005 176,447 3.0 %
Hercules Borrower, LLC (dba The Vincit Group)(10)(13)(22)(27)First lien senior secured revolving loan L + 6.50%12/20262,231 2,024 2,179 — %
Hercules Buyer, LLC (dba The Vincit Group)(21)(27)(33)Unsecured notes
 0.48% (incl. 0.48% PIK)
12/20295,160 5,160 5,160 0.1 %
28
Blue Owl Capital Corporation
Consolidated Schedule of Investments
As of December 31, 2022
(Amounts in thousands, except share amounts)
Company(1)(4)(8)InvestmentInterestMaturity DatePar / UnitsAmortized Cost(2)(3)Fair Value Percentage of Net Assets
Kaseya Inc.(10)(15)(27)First lien senior secured loan S + 5.75%6/202918,732 18,377 18,544 0.3 %
Kaseya Inc.(10)(22)(23)(24)(27)First lien senior secured delayed draw term loan S + 5.75%6/2024— (10)— — %
Kaseya Inc.(10)(22)(23)(27)First lien senior secured revolving loan S + 5.75%6/2029— (21)(11)— %
KPSKY Acquisition, Inc. (dba BluSky)(10)(11)(27)First lien senior secured loan L + 5.50%10/20284,941 4,856 4,817 0.1 %
Ping Identity Holding Corp.(10)(14)(27)First lien senior secured loan S + 7.00%10/2029909 896 895 — %
Ping Identity Holding Corp.(10)(22)(23)(27)First lien senior secured revolving loan S + 7.00%10/2028— (1)(1)— %
416,177 374,770 355,900 6.0 %
Chemicals
Aruba Investments Holdings LLC (dba Angus Chemical Company)(10)(11)(27)Second lien senior secured loan L + 7.75%11/202810,000 9,880 9,850 0.2 %
Douglas Products and Packaging Company LLC(10)(14)(27)First lien senior secured loan S + 7.00%6/202518,688 18,505 18,501 0.3 %
Douglas Products and Packaging Company LLC(10)(22)(23)(27)First lien senior secured revolving loan S + 7.00%6/2025— (24)(24)— %
Gaylord Chemical Company, L.L.C.(10)(12)(27)First lien senior secured loan L + 6.50%3/2027151,107 149,966 151,106 2.6 %
Gaylord Chemical Company, L.L.C.(10)(22)(23)(27)First lien senior secured revolving loan L + 6.00%3/2026— (86)— — %
Velocity HoldCo III Inc. (dba VelocityEHS)(10)(13)(27)First lien senior secured loan L + 5.75%4/202721,992 21,614 21,992 0.4 %
Velocity HoldCo III Inc. (dba VelocityEHS)(10)(11)(22)(27)First lien senior secured revolving loan L + 5.75%4/2026268 248 268 — %
202,055 200,103 201,693 3.5 %
Consumer products
Conair Holdings, LLC(10)(12)(27)Second lien senior secured loan L + 7.50%5/2029187,500 186,310 170,626 2.9 %
Feradyne Outdoors, LLC(10)(14)(27)First lien senior secured loan S + 6.25%2/202486,016 85,934 84,726 1.4 %
Foundation Consumer Brands, LLC(10)(12)(27)First lien senior secured loan L + 5.50%2/20273,456 3,456 3,447 0.1 %
Lignetics Investment Corp.(10)(12)(27)First lien senior secured loan L + 6.00%11/202731,059 30,733 30,438 0.5 %
Lignetics Investment Corp.(10)(22)(23)(24)(27)First lien senior secured delayed draw term loan L + 6.00%11/2023— (39)(78)— %
Lignetics Investment Corp.(10)(11)(22)(27)First lien senior secured revolving loan L + 6.00%10/20262,824 2,778 2,729 — %
29
Blue Owl Capital Corporation
Consolidated Schedule of Investments
As of December 31, 2022
(Amounts in thousands, except share amounts)
Company(1)(4)(8)InvestmentInterestMaturity DatePar / UnitsAmortized Cost(2)(3)Fair Value Percentage of Net Assets
SWK BUYER, Inc. (dba Stonewall Kitchen)(10)(16)(27)First lien senior secured loan S + 5.25%3/2029751 737 728 — %
SWK BUYER, Inc. (dba Stonewall Kitchen)(10)(22)(23)(24)(27)First lien senior secured delayed draw term loan S + 5.25%3/2024— (2)(4)— %
SWK BUYER, Inc. (dba Stonewall Kitchen)(10)(14)(22)(27)First lien senior secured revolving loan S + 5.25%3/202925 23 22 — %
WU Holdco, Inc. (dba Weiman Products, LLC)(10)(12)(27)First lien senior secured loan L + 5.50%3/2026202,864 200,481 197,793 3.4 %
WU Holdco, Inc. (dba Weiman Products, LLC)(10)(12)(22)(27)First lien senior secured revolving loan L + 5.50%3/20259,987 9,826 9,507 0.2 %
524,482 520,237 499,934 8.5 %
Containers and packaging
Ascend Buyer, LLC (dba PPC Flexible Packaging)(10)(14)(27)First lien senior secured loan S + 6.25%10/20285,498 5,451 5,457 0.1 %
Ascend Buyer, LLC (dba PPC Flexible Packaging)(10)(22)(23)(27)First lien senior secured revolving loan S + 6.25%9/2027— (4)(4)— %
Fortis Solutions Group, LLC(10)(12)(27)First lien senior secured loan L + 5.50%10/20284,616 4,536 4,489 0.1 %
Fortis Solutions Group, LLC(10)(22)(24)(27)First lien senior secured delayed draw term loan L + 5.50%10/2023— — — — %
Fortis Solutions Group, LLC(10)(13)(22)(27)First lien senior secured revolving loan L + 5.50%10/202762 54 49 — %
Indigo Buyer, Inc. (dba Inovar Packaging Group)(10)(15)(27)First lien senior secured loan S + 5.75%5/2028647 641 647 — %
Indigo Buyer, Inc. (dba Inovar Packaging Group)(10)(22)(24)(27)First lien senior secured delayed draw term loan S + 5.75%5/2024— — — — %
Indigo Buyer, Inc. (dba Inovar Packaging Group)(10)(15)(22)(27)First lien senior secured revolving loan S + 5.75%5/202817 16 17 — %
Pregis Topco LLC(10)(11)(27)Second lien senior secured loan L + 7.02%8/2029160,000 157,716 158,193 2.7 %
170,840 168,410 168,848 2.9 %
Distribution
ABB/Con-cise Optical Group LLC(10)(13)(27)First lien senior secured loan L + 7.50%2/202867,415 66,517 67,247 1.1 %
ABB/Con-cise Optical Group LLC(10)(13)(22)(27)First lien senior secured revolving loan L + 7.50%2/20286,722 6,631 6,704 0.1 %
Aramsco, Inc.(10)(11)(27)First lien senior secured loan L + 5.25%8/202455,322 54,893 55,183 0.9 %
Aramsco, Inc.(10)(11)(22)(27)First lien senior secured revolving loan L + 5.25%8/20241,676 1,618 1,655 — %
30
Blue Owl Capital Corporation
Consolidated Schedule of Investments
As of December 31, 2022
(Amounts in thousands, except share amounts)
Company(1)(4)(8)InvestmentInterestMaturity DatePar / UnitsAmortized Cost(2)(3)Fair Value Percentage of Net Assets
Endries Acquisition, Inc.(10)(15)(27)First lien senior secured loan S + 6.25%12/2025237,607 235,615 237,607 4.0 %
BradyIFS Holdings, LLC (fka Individual Foodservice Holdings, LLC)(10)(15)(27)First lien senior secured loan S + 6.25%11/2025133,438 131,992 133,104 2.3 %
BradyIFS Holdings, LLC (fka Individual Foodservice Holdings, LLC)(10)(22)(23)(27)First lien senior secured revolving loan S + 6.25%11/2024— (176)(54)— %
Offen, Inc.(10)(11)(27)First lien senior secured loan L + 5.00%6/202618,695 18,596 18,695 0.3 %
520,875 515,686 520,141 8.7 %
Education
Learning Care Group (US) No. 2 Inc.(10)(12)(27)Second lien senior secured loan L + 7.50%3/202626,967 26,726 25,822 0.4 %
Pluralsight, LLC(10)(12)(27)First lien senior secured loan L + 8.00%4/202799,450 98,455 97,958 1.7 %
Pluralsight, LLC(10)(11)(22)(27)First lien senior secured revolving loan L + 8.00%4/20273,118 3,055 3,024 0.1 %
129,535 128,236 126,804 2.2 %
Financial services
AxiomSL Group, Inc.(10)(11)(27)First lien senior secured loan L + 5.75%12/2027200,737 198,896 197,726 3.4 %
AxiomSL Group, Inc.(10)(22)(23)(24)(27)First lien senior secured delayed draw term loan L + 5.75%7/2023— (32)(42)— %
AxiomSL Group, Inc.(10)(22)(23)(27)First lien senior secured revolving loan L + 5.75%12/2025— (141)(273)— %
Blackhawk Network Holdings, Inc.(10)(12)(27)Second lien senior secured loan L + 7.00%6/2026106,400 105,887 105,869 1.8 %
Blend Labs, Inc.(10)(14)(27)First lien senior secured loan S + 7.50%6/202667,500 66,275 66,319 1.1 %
Blend Labs, Inc.(10)(22)(23)(27)First lien senior secured revolving loan S + 7.50%6/2026— (52)(131)— %
Muine Gall, LLC(9)(10)(13)(27)(29)First lien senior secured loan L +
 7.00% (incl. 7.00% PIK)
9/2024261,493 262,995 254,956 4.3 %
NMI Acquisitionco, Inc. (dba Network Merchants)(10)(11)(27)First lien senior secured loan L + 5.75%9/202525,048 24,933 24,735 0.4 %
NMI Acquisitionco, Inc. (dba Network Merchants)(10)(11)(22)(24)(27)First lien senior secured delayed draw term loan L + 5.75%10/20235,923 5,844 5,834 0.1 %
NMI Acquisitionco, Inc. (dba Network Merchants)(10)(22)(23)(27)First lien senior secured revolving loan L + 5.75%9/2025— (13)(21)— %
31
Blue Owl Capital Corporation
Consolidated Schedule of Investments
As of December 31, 2022
(Amounts in thousands, except share amounts)
Company(1)(4)(8)InvestmentInterestMaturity DatePar / UnitsAmortized Cost(2)(3)Fair Value Percentage of Net Assets
Smarsh Inc.(10)(16)(27)First lien senior secured loan S + 6.50%2/2029762 755 754 — %
Smarsh Inc.(10)(16)(22)(24)(27)First lien senior secured delayed draw term loan S + 6.50%2/202495 93 94 — %
Smarsh Inc.(10)(22)(27)First lien senior secured revolving loan S + 6.50%2/2029— — — — %
667,958 665,440 655,820 11.1 %
Food and beverage
Balrog Acquisition, Inc. (dba Bakemark)(10)(12)(27)Second lien senior secured loan L + 7.00%9/202922,000 21,838 21,780 0.4 %
BP Veraison Buyer, LLC (dba Sun World)(10)(12)(27)First lien senior secured loan L + 5.50%5/202768,684 68,029 68,169 1.2 %
BP Veraison Buyer, LLC (dba Sun World)(10)(22)(23)(24)(27)First lien senior secured delayed draw term loan L + 5.50%5/2023— (26)— — %
BP Veraison Buyer, LLC (dba Sun World)(10)(22)(23)(27)First lien senior secured revolving loan L + 5.50%5/2027— (79)(65)— %
H-Food Holdings, LLC(10)(11)(27)Second lien senior secured loan L + 7.00%3/2026121,800 120,316 105,053 1.8 %
Hissho Sushi Merger Sub LLC(10)(15)(27)First lien senior secured loan S + 5.75%5/2028901 893 899 — %
Hissho Sushi Merger Sub LLC(10)(15)(22)(27)First lien senior secured revolving loan S + 5.75%5/202814 13 14 — %
Hometown Food Company(10)(11)(27)First lien senior secured loan L + 5.00%8/202314,560 14,516 14,560 0.2 %
Hometown Food Company(10)(11)(22)(27)First lien senior secured revolving loan L + 5.00%8/2023847 836 847 — %
Innovation Ventures HoldCo, LLC (dba 5 Hour Energy)(10)(14)(27)First lien senior secured loan S + 6.25%3/2027125,000 122,950 122,500 2.1 %
Nellson Nutraceutical, LLC(10)(14)(27)First lien senior secured loan S + 5.75%12/202525,982 25,643 25,527 0.4 %
Nutraceutical International Corporation(10)(11)(27)First lien senior secured loan L + 7.00%9/2026186,644 184,758 169,845 2.9 %
Nutraceutical International Corporation(10)(11)(27)First lien senior secured revolving loan L + 7.00%9/202513,578 13,467 12,356 0.2 %
Ole Smoky Distillery, LLC(10)(14)(27)First lien senior secured loan S + 5.25%3/2028877 861 860 — %
Ole Smoky Distillery, LLC(10)(22)(23)(27)First lien senior secured revolving loan S + 5.25%3/2028— (2)(2)— %
Recipe Acquisition Corp. (dba Roland Corporation)(10)(15)Second lien senior secured loan S + 9.00%12/202332,000 31,960 31,520 0.5 %
32
Blue Owl Capital Corporation
Consolidated Schedule of Investments
As of December 31, 2022
(Amounts in thousands, except share amounts)
Company(1)(4)(8)InvestmentInterestMaturity DatePar / UnitsAmortized Cost(2)(3)Fair Value Percentage of Net Assets
Sara Lee Frozen Bakery, LLC (fka KSLB Holdings, LLC)(10)(12)(27)First lien senior secured loan L + 4.50%7/202543,522 43,166 40,693 0.7 %
Sara Lee Frozen Bakery, LLC (fka KSLB Holdings, LLC)(10)(12)(22)(27)First lien senior secured revolving loan L + 4.50%7/20237,020 6,997 6,435 0.1 %
Shearer's Foods, LLC(10)(11)(27)Second lien senior secured loan L + 7.75%9/2028115,200 114,325 114,624 1.9 %
Tall Tree Foods, Inc.(10)(11)First lien senior secured loan L + 7.25%1/202339,084 39,084 39,084 0.7 %
Ultimate Baked Goods Midco, LLC(10)(11)(27)First lien senior secured loan L + 6.50%8/202781,234 79,589 78,797 1.3 %
Ultimate Baked Goods Midco, LLC(10)(11)(22)(27)First lien senior secured revolving loan L + 6.50%8/20272,611 2,420 2,312 — %
901,558 891,554 855,808 14.4 %
Healthcare equipment and services
Confluent Medical Technologies, Inc.(10)(15)(27)Second lien senior secured loan S + 6.50%2/20301,000 983 948 — %
CSC Mkg Topco LLC (dba Medical Knowledge Group)(10)(11)(27)First lien senior secured loan L + 5.75%2/20291,274 1,252 1,246 — %
Medline Borrower, LP(10)(22)(23)(27)First lien senior secured revolving loan L + 2.25%10/2026— (123)(485)— %
Nelipak Holding Company(10)(12)(27)First lien senior secured loan L + 4.25%7/20262,286 2,260 2,269 — %
Nelipak Holding Company(10)(12)(27)Second lien USD senior secured loan L + 8.25%7/202767,006 66,348 66,503 1.1 %
Nelipak Holding Company(10)(12)(22)(27)First lien senior secured USD revolving loan L + 4.25%7/20241,072 1,028 1,017 — %
Nelipak Holding Company(10)(18)(22)(27)First lien senior secured EUR revolving loan E + 4.50%7/20242,574 2,516 2,522 — %
Nelipak Holding Company(10)(19)(27)Second lien EUR senior secured loan E + 8.50%7/202764,142 66,603 63,340 1.1 %
Packaging Coordinators Midco, Inc.(10)(12)(27)Second lien senior secured loan L + 7.00%12/2029196,044 192,817 185,261 3.1 %
Patriot Acquisition TopCo S.A.R.L (dba Corza Health, Inc.) (10)(15)(27)(29)First lien senior secured loan S + 6.75%1/2028135,372 133,607 133,680 2.3 %
Patriot Acquisition TopCo S.A.R.L (dba Corza Health, Inc.) (10)(15)(22)(27)(29)First lien senior secured revolving loan S + 6.75%1/20262,901 2,728 2,732 — %
Rhea Parent, Inc.(10)(15)(27)First lien senior secured loan S + 5.75%2/2029770 756 753 — %
474,441 470,775 459,786 7.6 %
33
Blue Owl Capital Corporation
Consolidated Schedule of Investments
As of December 31, 2022
(Amounts in thousands, except share amounts)
Company(1)(4)(8)InvestmentInterestMaturity DatePar / UnitsAmortized Cost(2)(3)Fair Value Percentage of Net Assets
Healthcare providers and services
Covetrus Inc.(10)(15)(27)Second lien senior secured loan S + 9.25%10/20305,000 4,900 4,898 0.1 %
Diagnostic Service Holdings, Inc. (dba Rayus Radiology)(10)(11)(27)First lien senior secured loan L + 5.50%3/2025998 998 988 — %
National Dentex Labs LLC (fka Barracuda Dental LLC)(10)(12)(27)First lien senior secured loan L +
 8.00% (incl. 3.00% PIK)
10/2025106,033 104,979 103,381 1.8 %
National Dentex Labs LLC (fka Barracuda Dental LLC)(10)(12)(22)(27)First lien senior secured revolving loan L + 7.00%10/20259,195 9,055 8,961 0.2 %
Natural Partners, LLC(10)(13)(27)(29)First lien senior secured loan L + 6.00%11/2027924 908 906 — %
Natural Partners, LLC(10)(22)(23)(27)(29)First lien senior secured revolving loan L + 6.00%11/2027— (1)(1)— %
OB Hospitalist Group, Inc.(10)(12)(27)First lien senior secured loan L + 5.50%9/202795,029 93,464 93,841 1.6 %
OB Hospitalist Group, Inc.(10)(12)(22)(27)First lien senior secured revolving loan L + 5.50%9/20275,251 5,012 5,062 0.1 %
Ex Vivo Parent Inc. (dba OB Hospitalist)(10)(12)(27)First lien senior secured loan L + 9.50%9/202857,810 56,803 56,509 1.0 %
Pacific BidCo Inc.(10)(15)(27)(29)First lien senior secured loan S + 5.75%8/202930,924 30,184 30,228 0.5 %
Pacific BidCo Inc.(10)(22)(23)(24)(27)(29)First lien senior secured delayed draw term loan S + 5.75%8/2025— (41)(34)— %
Phoenix Newco, Inc. (dba Parexel)(10)(11)(27)Second lien senior secured loan L + 6.50%11/2029190,000 188,302 186,200 3.2 %
Plasma Buyer LLC (dba PathGroup)(10)(14)(27)First lien senior secured loan S + 5.75%5/2029679 666 667 — %
Plasma Buyer LLC (dba PathGroup)(10)(22)(23)(24)(27)First lien senior secured delayed draw term loan S + 5.75%5/2024— (2)(1)— %
Plasma Buyer LLC (dba PathGroup)(10)(22)(23)(27)First lien senior secured revolving loan S + 5.75%5/2028— (1)(1)— %
PPV Intermediate Holdings, LLC(10)(15)(27)First lien senior secured loan S + 5.75%8/2029823 808 807 — %
PPV Intermediate Holdings, LLC(10)(22)(23)(24)(27)First lien senior secured delayed draw term loan S + 5.75%9/2024— (2)(1)— %
PPV Intermediate Holdings, LLC(10)(15)(22)(27)First lien senior secured revolving loan S + 5.75%8/202918 17 17 — %
Premier Imaging, LLC (dba LucidHealth)(10)(11)(27)First lien senior secured loan L + 5.75%1/202542,998 42,666 42,460 0.7 %
34
Blue Owl Capital Corporation
Consolidated Schedule of Investments
As of December 31, 2022
(Amounts in thousands, except share amounts)
Company(1)(4)(8)InvestmentInterestMaturity DatePar / UnitsAmortized Cost(2)(3)Fair Value Percentage of Net Assets
Quva Pharma, Inc.(10)(12)(27)First lien senior secured loan L + 5.50%4/202839,500 38,554 38,710 0.7 %
Quva Pharma, Inc.(10)(12)(22)(27)First lien senior secured revolving loan L + 5.50%4/20261,920 1,841 1,840 — %
Tivity Health, Inc.(10)(15)(27)First lien senior secured loan S + 6.00%6/2029998 974 983 — %
Unified Women's Healthcare, LP(10)(14)(27)First lien senior secured loan S + 5.25%6/2029878 872 878 — %
Unified Women's Healthcare, LP(10)(22)(24)(27)First lien senior secured delayed draw term loan S + 5.25%6/2024— — — — %
Unified Women's Healthcare, LP(10)(22)(23)(27)First lien senior secured revolving loan S + 5.25%6/2029— (1)— — %
Vermont Aus Pty Ltd(10)(15)(27)(29)First lien senior secured loan S + 5.50%3/2028993 970 968 — %
589,971 581,925 578,266 9.9 %
Healthcare technology
BCPE Osprey Buyer, Inc. (dba PartsSource)(10)(12)(27)First lien senior secured loan L + 5.75%8/2028112,911 111,391 110,371 1.9 %
BCPE Osprey Buyer, Inc. (dba PartsSource)(10)(22)(23)(24)(27)First lien senior secured delayed draw term loan L + 5.75%8/2023— (229)(315)— %
BCPE Osprey Buyer, Inc. (dba PartsSource)(10)(22)(23)(27)First lien senior secured revolving loan L + 5.75%8/2026— (149)(267)— %
Bracket Intermediate Holding Corp.(10)(12)(27)First lien senior secured loan L + 4.25%9/2025510 489 487 — %
Bracket Intermediate Holding Corp.(10)(12)(27)Second lien senior secured loan L + 8.13%9/202626,250 25,959 25,200 0.4 %
Engage Debtco Limited(10)(15)(27)(29)First lien senior secured loan S + 5.75%7/20291,000 976 978 — %
GI Ranger Intermediate, LLC (dba Rectangle Health)(10)(15)(27)First lien senior secured loan S + 6.00%10/20284,585 4,506 4,471 0.1 %
GI Ranger Intermediate, LLC (dba Rectangle Health)(10)(15)(22)(27)First lien senior secured revolving loan S + 6.00%10/202737 31 28 — %
Imprivata, Inc.(10)(14)(27)Second lien senior secured loan S + 6.25%12/2028882 874 860 — %
Inovalon Holdings, Inc.(10)(12)(27)First lien senior secured loan L +
 6.25% (incl. 2.75% PIK)
11/2028182,751 178,889 178,182 3.0 %
Inovalon Holdings, Inc.(10)(22)(23)(24)(27)First lien senior secured delayed draw term loan L + 5.75%5/2024— (200)(237)— %
Inovalon Holdings, Inc.(10)(12)(27)Second lien senior secured loan L +
 10.50% (incl. 10.50% PIK)
11/203395,535 93,916 94,102 1.6 %
35
Blue Owl Capital Corporation
Consolidated Schedule of Investments
As of December 31, 2022
(Amounts in thousands, except share amounts)
Company(1)(4)(8)InvestmentInterestMaturity DatePar / UnitsAmortized Cost(2)(3)Fair Value Percentage of Net Assets
Intelerad Medical Systems Incorporated (fka 11849573 Canada Inc.)(10)(15)(27)(29)First lien senior secured loan S + 6.50%8/2026117,793 116,791 117,204 2.0 %
Intelerad Medical Systems Incorporated (fka 11849573 Canada Inc.)(10)(14)(27)(29)First lien senior secured revolving loan S + 6.50%8/20264,590 4,559 4,567 0.1 %
Interoperability Bidco, Inc. (dba Lyniate)(10)(15)(27)First lien senior secured loan S + 7.00%12/202666,455 66,088 65,957 1.1 %
Interoperability Bidco, Inc. (dba Lyniate)(10)(15)(22)(27)First lien senior secured revolving loan S + 7.00%12/20241,522 1,509 1,499 — %
614,821 605,400 603,087 10.2 %
Household products
Aptive Environmental, LLC(21)(27)First lien senior secured loan
 12.00% (incl. 6.00% PIK)
1/202612,228 10,256 11,005 0.2 %
HGH Purchaser, Inc. (dba Horizon Services)(10)(14)(27)First lien senior secured loanS +6.50%11/2025147,121 145,874 145,650 2.5 %
HGH Purchaser, Inc. (dba Horizon Services)(10)(14)(22)(27)First lien senior secured delayed draw term loanS +6.50%11/202538,681 38,407 38,284 0.7 %
HGH Purchaser, Inc. (dba Horizon Services)(10)(14)(22)(27)First lien senior secured revolving loan S + 6.50%11/202510,028 9,906 9,863 0.2 %
Mario Purchaser, LLC (dba Len the Plumber)(10)(14)(27)First lien senior secured loan S + 5.75%4/202913,042 12,800 12,911 0.2 %
Mario Purchaser, LLC (dba Len the Plumber)(10)(14)(22)(24)(27)First lien senior secured delayed draw term loan S + 5.75%4/20242,021 1,939 2,000 — %
Mario Purchaser, LLC (dba Len the Plumber)(10)(22)(23)(27)First lien senior secured revolving loan S + 5.75%4/2028— (24)(14)— %
Mario Midco Holdings, Inc. (dba Len the Plumber)(10)(14)(27)Unsecured facility S +
10.75% (incl. 10.75% PIK)
4/20324,081 3,973 4,020 0.1 %
SimpliSafe Holding Corporation(10)(14)(27)First lien senior secured loan S + 6.25%5/20286,142 6,030 6,065 0.1 %
SimpliSafe Holding Corporation(10)(22)(23)(24)(27)First lien senior secured delayed draw term loan S + 6.25%5/2024— (7)(2)— %
Walker Edison Furniture Company LLC(10)(12)(27)(30)First lien senior secured loan L +
 8.75% (incl. 3.00% PIK)
3/202786,203 83,193 43,963 0.7 %
319,547 312,347 273,745 4.7 %
36
Blue Owl Capital Corporation
Consolidated Schedule of Investments
As of December 31, 2022
(Amounts in thousands, except share amounts)
Company(1)(4)(8)InvestmentInterestMaturity DatePar / UnitsAmortized Cost(2)(3)Fair Value Percentage of Net Assets
Human resource support services
Cornerstone OnDemand, Inc.(10)(11)(27)Second lien senior secured loan L + 6.50%10/2029115,833 114,294 111,200 1.9 %
IG Investments Holdings, LLC (dba Insight Global)(10)(11)(27)First lien senior secured loan L + 6.00%9/202850,388 49,519 49,758 0.8 %
IG Investments Holdings, LLC (dba Insight Global)(10)(11)(22)(27)First lien senior secured revolving loan L + 6.00%9/20271,590 1,527 1,540 — %
167,811 165,340 162,498 2.7 %
Infrastructure and environmental services
FR Arsenal Holdings II Corp. (dba Applied-Cleveland Holdings, Inc.)(10)(11)(30)First lien senior secured loan L +
 9.50% (incl. 2.00% PIK)
1/2023115,847 115,422 103,104 1.8 %
LineStar Integrity Services LLC(10)(13)(27)First lien senior secured loan L + 7.25%2/202656,897 57,036 53,768 0.9 %
Tamarack Intermediate, L.L.C. (dba Verisk 3E)(10)(16)(27)First lien senior secured loan S + 5.75%3/2028855 840 838 — %
Tamarack Intermediate, L.L.C. (dba Verisk 3E)(10)(14)(22)(27)First lien senior secured revolving loan S + 5.75%3/202825 23 22 — %
173,624 173,321 157,732 2.7 %
Insurance
Alera Group, Inc.(10)(14)(27)First lien senior secured loan S + 6.00%10/202834,814 34,150 34,552 0.6 %
AmeriLife Holdings LLC(10)(15)(27)First lien senior secured loan S + 5.75%8/2029727 713 715 — %
AmeriLife Holdings LLC(10)(16)(22)(24)(27)First lien senior secured delayed draw term loan S + 5.75%9/2024121 118 119 — %
AmeriLife Holdings LLC(10)(22)(23)(27)First lien senior secured revolving loan S + 5.75%8/2028— (2)(2)— %
Ardonagh Midco 3 PLC(10)(13)(27)(29)First lien senior secured USD term loan  L + 5.75%7/202626,784 26,382 26,583 0.5 %
Ardonagh Midco 3 PLC(10)(19)(27)(29)First lien senior secured EUR term loan  E + 7.00%7/20269,749 10,056 9,724 0.2 %
Ardonagh Midco 3 PLC(10)(20)(27)(29)First lien senior secured GBP term loan S +7.00%7/2026104,242 107,189 104,242 1.8 %
Ardonagh Midco 3 PLC(10)(18)(24)(27)(29)First lien senior secured GBP delayed draw term loan E + 5.75%8/20239,803 11,009 9,729 0.2 %
Ardonagh Midco 2 PLC(6)(21)(27)(29)Unsecured notes11.50%1/202711,198 11,134 10,579 0.2 %
Brightway Holdings, LLC(10)(11)(27)First lien senior secured loan L + 6.50%12/202726,641 26,355 26,108 0.4 %
Brightway Holdings, LLC(10)(22)(23)(27)First lien senior secured revolving loan L + 6.50%12/2027— (33)(63)— %
37
Blue Owl Capital Corporation
Consolidated Schedule of Investments
As of December 31, 2022
(Amounts in thousands, except share amounts)
Company(1)(4)(8)InvestmentInterestMaturity DatePar / UnitsAmortized Cost(2)(3)Fair Value Percentage of Net Assets
Evolution BuyerCo, Inc. (dba SIAA)(10)(15)(27)First lien senior secured loan S + 6.25%4/2028141,715 140,083 139,589 2.4 %
Evolution BuyerCo, Inc. (dba SIAA)(10)(22)(23)(27)First lien senior secured revolving loan S + 6.25%4/2027— (110)(161)— %
Integrity Marketing Acquisition, LLC(10)(13)(27)First lien senior secured loan L + 5.80%8/2025216,642 214,862 216,100 3.7 %
Integrity Marketing Acquisition, LLC(10)(22)(23)(27)First lien senior secured revolving loan L + 6.50%8/2025— (98)(37)— %
Norvax, LLC (dba GoHealth)(10)(12)(27)First lien senior secured loan L + 7.50%9/202576,588 74,905 75,440 1.3 %
Norvax, LLC (dba GoHealth)(10)(22)(23)(27)First lien senior secured revolving loan L + 6.50%9/2024— (63)(184)— %
Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services)(10)(13)(27)First lien senior secured loan L + 6.00%11/2028134,907 133,740 134,570 2.3 %
Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services)(10)(22)(23)(27)First lien senior secured revolving loan L + 6.00%11/2027— (50)(15)— %
PCF Midco II, LLC (dba PCF Insurance Services)(21)(27)First lien senior secured loan
 9.00% (incl. 9.00% PIK)
10/2031131,818 121,345 118,636 2.0 %
Tempo Buyer Corp. (dba Global Claims Services)(10)(12)(27)First lien senior secured loan L + 5.50%8/20281,078 1,060 1,051 — %
Tempo Buyer Corp. (dba Global Claims Services)(10)(22)(23)(24)(27)First lien senior secured delayed draw term loan L + 5.50%8/2023— (2)(5)— %
Tempo Buyer Corp. (dba Global Claims Services)(10)(17)(22)(27)First lien senior secured revolving loan P + 4.50%8/202712 10 8 — %
THG Acquisition, LLC (dba Hilb)(10)(11)(27)First lien senior secured loan L + 5.75%12/202674,744 73,593 73,810 1.3 %
THG Acquisition, LLC (dba Hilb)(10)(22)(23)(27)First lien senior secured revolving loan L + 5.75%12/2025— (112)(108)— %
USRP Holdings, Inc. (dba U.S. Retirement and Benefits Partners)(10)(12)(27)First lien senior secured loan L + 5.50%7/202738,696 38,075 37,922 0.6 %
USRP Holdings, Inc. (dba U.S. Retirement and Benefits Partners)(10)(22)(23)(27)First lien senior secured revolving loan L + 5.50%7/2027— (65)(85)— %
KUSRP Intermediate, Inc. (dba U.S. Retirement and Benefits Partners)(10)(13)(27)First lien senior secured loan L +
 9.50% (incl. 9.50% PIK)
7/202834,918 34,399 34,482 0.6 %
1,075,197 1,058,643 1,053,299 18.1 %
38
Blue Owl Capital Corporation
Consolidated Schedule of Investments
As of December 31, 2022
(Amounts in thousands, except share amounts)
Company(1)(4)(8)InvestmentInterestMaturity DatePar / UnitsAmortized Cost(2)(3)Fair Value Percentage of Net Assets
Internet software and services
3ES Innovation Inc. (dba Aucerna)(10)(12)(27)(29)First lien senior secured loan L + 6.50%5/202560,635 60,243 60,332 1.0 %
3ES Innovation Inc. (dba Aucerna)(10)(12)(22)(27)(29)First lien senior secured revolving loan L + 6.50%5/20251,700 1,681 1,681 — %
Accela, Inc.(10)(11)First lien senior secured loan L +
 7.50% (incl. 4.25% PIK)
9/202427,800 27,650 27,521 0.5 %
Accela, Inc.(10)(22)First lien senior secured revolving loan L + 7.00%9/2024— — (30)— %
Anaplan, Inc.(10)(14)(27)First lien senior secured loan S + 6.50%6/2029135,082 133,807 134,744 2.3 %
Anaplan, Inc.(10)(22)(23)(27)First lien senior secured revolving loan S + 6.50%6/2028— (89)(24)— %
Apptio, Inc.(10)(12)(27)First lien senior secured loan L + 6.00%1/202550,916 50,404 50,916 0.9 %
Apptio, Inc.(10)(12)(22)(27)First lien senior secured revolving loan L + 6.00%1/20251,667 1,649 1,667 — %
Armstrong Bidco Limited (dba The Access Group)(10)(20)(27)(29)First lien senior secured loan SA + 5.25%6/20292,340 2,336 2,310 — %
Armstrong Bidco Limited (dba The Access Group)(10)(20)(22)(24)(27)(29)First lien senior secured delayed draw term loan SA + 5.25%6/2025947 945 935 — %
Bayshore Intermediate #2, L.P. (dba Boomi)(10)(11)(27)First lien senior secured loan L +
 7.75% (incl. 7.75% PIK)
10/202892,829 91,215 90,973 1.5 %
Bayshore Intermediate #2, L.P. (dba Boomi)(10)(11)(22)(27)First lien senior secured revolving loan L + 6.75%10/20272,306 2,183 2,168 — %
BCPE Nucleon (DE) SPV, LP(10)(13)(27)(29)First lien senior secured loan L + 7.00%9/2026189,778 187,787 189,303 3.2 %
BCTO BSI Buyer, Inc. (dba Buildertrend)(10)(15)(27)First lien senior secured loan S +
 8.00% (incl. 8.00% PIK)
12/202652,752 52,332 52,752 0.9 %
BCTO BSI Buyer, Inc. (dba Buildertrend)(10)(22)(23)(27)First lien senior secured revolving loan S + 8.00%12/2026— (84)— — %
Centrify Corporation(10)(12)(27)First lien senior secured loan L + 6.00%3/202866,229 64,922 65,401 1.1 %
Centrify Corporation(10)(12)(27)First lien senior secured revolving loan L + 6.00%3/20276,817 6,678 6,732 0.1 %
CivicPlus, LLC(10)(12)(27)First lien senior secured loan L +
 6.75% (incl. 2.50% PIK)
8/202734,693 34,394 34,606 0.6 %
CivicPlus, LLC(10)(22)(23)(27)First lien senior secured revolving loan L + 6.25%8/2027— (22)(7)— %
CP PIK DEBT ISSUER, LLC (dba CivicPlus, LLC)(10)(16)(27)Unsecured notes S +
 11.75% (incl. 11.75% PIK)
6/203417,837 17,357 17,569 0.3 %
39
Blue Owl Capital Corporation
Consolidated Schedule of Investments
As of December 31, 2022
(Amounts in thousands, except share amounts)
Company(1)(4)(8)InvestmentInterestMaturity DatePar / UnitsAmortized Cost(2)(3)Fair Value Percentage of Net Assets
Delta TopCo, Inc. (dba Infoblox, Inc.)(10)(15)(27)Second lien senior secured loan S + 7.25%12/202815,000 14,941 13,950 0.2 %
EET Buyer, Inc. (dba e-Emphasys)(10)(13)(27)First lien senior secured loan L + 5.25%11/20274,511 4,474 4,511 0.1 %
EET Buyer, Inc. (dba e-Emphasys)(10)(22)(23)(27)First lien senior secured revolving loan L + 5.25%11/2027— (4)— — %
Forescout Technologies, Inc.(10)(12)(27)First lien senior secured loan L +
 9.50% (incl. 9.50% PIK)
8/2026103,707 102,767 103,490 1.8 %
Forescout Technologies, Inc.(10)(22)(23)(24)(27)First lien senior secured delayed draw term loan L + 8.00%7/2024— (215)— — %
Forescout Technologies, Inc.(10)(22)(23)(27)First lien senior secured revolving loan L + 8.50%8/2025— (49)— — %
Genesis Acquisition Co. (dba Procare Software)(10)(13)(27)First lien senior secured loan L + 3.75%7/202417,942 17,838 17,583 0.3 %
Genesis Acquisition Co. (dba Procare Software)(10)(13)(27)First lien senior secured revolving loan L + 3.75%7/20242,637 2,623 2,584 — %
GovBrands Intermediate, Inc.(10)(12)(27)First lien senior secured loan L + 5.50%8/202710,551 10,339 10,076 0.2 %
GovBrands Intermediate, Inc.(10)(12)(22)(24)(27)First lien senior secured delayed draw term loan L + 5.50%8/20232,380 2,322 2,237 — %
GovBrands Intermediate, Inc.(10)(12)(22)(27)First lien senior secured revolving loan L + 5.50%8/2027714 699 678 — %
Granicus, Inc.(10)(11)(27)First lien senior secured loan L + 5.50%1/202713,394 13,158 13,059 0.2 %
Granicus, Inc.(10)(11)(24)(27)First lien senior secured delayed draw term loan L + 6.00%1/20232,530 2,491 2,467 — %
Granicus, Inc.(10)(11)(22)(27)First lien senior secured revolving loan L + 6.50%1/2027398 379 369 — %
H&F Opportunities LUX III S.À R.L (dba Checkmarx)(10)(11)(27)(29)First lien senior secured loan L + 7.50%4/202651,567 50,623 51,567 0.9 %
H&F Opportunities LUX III S.À R.L (dba Checkmarx)(10)(22)(23)(27)(29)First lien senior secured revolving loan L + 7.50%4/2026— (267)— — %
Hyland Software, Inc.(10)(11)(27)Second lien senior secured loan L + 6.25%7/202515,482 15,472 14,630 0.2 %
Litera Bidco LLC(10)(14)(27)First lien senior secured loan S + 5.75%5/2026148,677 147,381 148,354 2.5 %
Litera Bidco LLC(10)(12)(22)(27)First lien senior secured revolving loan L + 5.75%5/20261,578 1,547 1,549 — %
MessageBird BidCo B.V.(10)(11)(27)(29)First lien senior secured loan L + 6.75%5/202777,000 75,685 75,268 1.3 %
40
Blue Owl Capital Corporation
Consolidated Schedule of Investments
As of December 31, 2022
(Amounts in thousands, except share amounts)
Company(1)(4)(8)InvestmentInterestMaturity DatePar / UnitsAmortized Cost(2)(3)Fair Value Percentage of Net Assets
MINDBODY, Inc.(10)(12)(27)First lien senior secured loan L + 7.00%2/202567,637 67,330 67,637 1.1 %
MINDBODY, Inc.(10)(22)(23)(27)First lien senior secured revolving loan L + 7.00%2/2025— (22)— — %
Ministry Brands Holdings, LLC(10)(11)(27)First lien senior secured loan L + 5.50%12/2028701 689 683 — %
Ministry Brands Holdings, LLC(10)(22)(23)(24)(27)First lien senior secured delayed draw term loan L + 5.50%12/2023— (2)(3)— %
Ministry Brands Holdings, LLC(10)(11)(22)(27)First lien senior secured revolving loan L + 5.50%12/202734 33 32 — %
Proofpoint, Inc.(10)(12)(27)Second lien senior secured loan L + 6.25%8/202919,600 19,514 18,767 0.3 %
QAD, Inc.(10)(11)(27)First lien senior secured loan L + 6.00%11/202726,372 25,929 25,713 0.4 %
QAD, Inc.(10)(22)(23)(27)First lien senior secured revolving loan L + 6.00%11/2027— (55)(86)— %
SailPoint Technologies Holdings, Inc.(10)(14)(27)First lien senior secured loan S + 6.25%8/202945,640 44,713 44,727 0.8 %
SailPoint Technologies Holdings, Inc.(10)(22)(23)(27)First lien senior secured revolving loan S + 6.25%8/2028— (82)(87)— %
Securonix, Inc.(10)(15)(27)First lien senior secured loan S + 6.50%4/2028847 840 839 — %
Securonix, Inc.(10)(22)(23)(27)First lien senior secured revolving loan S + 6.50%4/2028— (1)(2)— %
Tahoe Finco, LLC(10)(11)(27)(29)First lien senior secured loan L + 6.00%9/2028123,256 122,199 121,099 2.1 %
Tahoe Finco, LLC(10)(22)(23)(27)(29)First lien senior secured revolving loan L + 6.00%10/2027— (73)(162)— %
Thunder Purchaser, Inc. (dba Vector Solutions)(10)(12)(27)First lien senior secured loan L + 5.75%6/202864,151 63,623 62,868 1.1 %
Thunder Purchaser, Inc. (dba Vector Solutions)(10)(12)(22)(24)(27)First lien senior secured delayed draw term loan L + 5.75%8/20233,928 3,891 3,779 0.1 %
Thunder Purchaser, Inc. (dba Vector Solutions)(10)(12)(22)(27)First lien senior secured revolving loan L + 5.75%6/20271,316 1,287 1,239 — %
41
Blue Owl Capital Corporation
Consolidated Schedule of Investments
As of December 31, 2022
(Amounts in thousands, except share amounts)
Company(1)(4)(8)InvestmentInterestMaturity DatePar / UnitsAmortized Cost(2)(3)Fair Value Percentage of Net Assets
When I Work, Inc.(10)(12)(27)First lien senior secured loan L +
 7.00% (incl. 7.00% PIK)
11/20275,200 5,158 5,096 0.1 %
When I Work, Inc.(10)(22)(23)(27)First lien senior secured revolving loan L + 6.00%11/2027— (7)(18)— %
Zendesk, Inc.(10)(15)(27)First lien senior secured loan S + 6.50%11/202869,409 68,040 67,674 1.2 %
Zendesk, Inc.(10)(22)(23)(24)(27)First lien senior secured delayed draw term loan S + 6.50%11/2024— (631)(260)— %
Zendesk, Inc.(10)(22)(23)(27)First lien senior secured revolving loan S + 6.50%11/2028— (140)(179)— %
1,640,487 1,619,825 1,621,277 27.3 %
Leisure and entertainment
Troon Golf, L.L.C.(10)(13)(27)First lien senior secured loan L + 5.75%8/2027280,236 279,111 280,236 4.8 %
Troon Golf, L.L.C.(10)(22)(23)(27)First lien senior secured revolving loan L + 5.75%8/2026— (78)— — %
280,236 279,033 280,236 4.8 %
Manufacturing
BCPE Watson (DE) ORML, LP(9)(10)(16)(27)(29)First lien senior secured loan S + 6.50%7/202815,000 14,860 14,850 0.3 %
Gloves Buyer, Inc. (dba Protective Industrial Products)(10)(11)(27)Second lien senior secured loan L + 8.25%12/202829,250 28,653 28,811 0.5 %
Ideal Tridon Holdings, Inc.(10)(12)(27)First lien senior secured loan L + 5.25%7/202452,697 52,448 52,697 0.9 %
Ideal Tridon Holdings, Inc.(10)(11)(22)(27)First lien senior secured revolving loan L + 5.25%7/20233,191 3,191 3,191 0.1 %
MHE Intermediate Holdings, LLC (dba OnPoint Group)(10)(16)(27)First lien senior secured loan S + 6.00%7/2027181,776 180,317 179,957 3.1 %
MHE Intermediate Holdings, LLC (dba OnPoint Group)(10)(16)(22)(27)First lien senior secured revolving loan S + 6.00%7/20272,175 2,057 2,020 — %
PHM Netherlands Midco B.V. (dba Loparex)(10)(12)(27)First lien senior secured loan L + 4.50%7/2026778 740 751 — %
PHM Netherlands Midco B.V. (dba Loparex)(10)(12)(27)Second lien senior secured loan L + 8.75%7/2027112,000 106,756 109,200 1.9 %
Safety Products/JHC Acquisition Corp. (dba Justrite Safety Group)(10)(11)(27)First lien senior secured loan L + 4.50%6/202613,781 13,706 13,470 0.2 %
Sonny's Enterprises LLC(10)(15)(27)First lien senior secured loan S + 6.75%8/2026229,908 226,995 229,908 3.9 %
Sonny's Enterprises LLC(10)(22)(23)(27)First lien senior secured revolving loan S + 6.75%8/2025— (186)— — %
640,556 629,537 634,855 10.9 %
42
Blue Owl Capital Corporation
Consolidated Schedule of Investments
As of December 31, 2022
(Amounts in thousands, except share amounts)
Company(1)(4)(8)InvestmentInterestMaturity DatePar / UnitsAmortized Cost(2)(3)Fair Value Percentage of Net Assets
Oil and gas
Project Power Buyer, LLC (dba PEC-Veriforce)(10)(11)(27)First lien senior secured loan L + 6.00%5/202644,630 44,292 44,630 0.8 %
Project Power Buyer, LLC (dba PEC-Veriforce)(10)(22)(23)(27)First lien senior secured revolving loan L + 6.00%5/2025— (16)— — %
Zenith Energy U.S. Logistics Holdings, LLC(10)(11)(27)First lien senior secured loan L + 5.50%12/202458,042 57,575 58,042 1.0 %
102,672 101,851 102,672 1.8 %
Professional services
AmSpec Group, Inc. (fka AmSpec Services Inc.)(10)(12)(27)First lien senior secured loan L + 5.75%7/2024109,126 108,530 108,306 1.8 %
AmSpec Group, Inc. (fka AmSpec Services Inc.)(10)(12)(22)(27)First lien senior secured revolving loan L + 4.75%7/20243,073 3,010 2,965 0.1 %
Apex Group Treasury, LLC(10)(12)(27)(29)Second lien senior secured loan L + 6.75%7/202944,147 43,501 41,940 0.7 %
Apex Service Partners, LLC(10)(16)(24)(27)First lien senior secured delayed draw term loan S + 5.50%10/2023997 985 989 — %
Apex Service Partners, LLC(10)(16)(22)(27)First lien senior secured revolving loan S + 5.25%7/202531 31 31 — %
Apex Service Partners Intermediate 2, LLC(21)(27)First lien senior secured loan
 12.50% (incl. 12.50% PIK)
7/202748,639 47,529 47,666 0.8 %
Gerson Lehrman Group, Inc.(10)(11)(27)First lien senior secured loan L + 5.25%12/2024121,623 121,184 121,623 2.1 %
Gerson Lehrman Group, Inc.(10)(22)(23)(27)First lien senior secured revolving loan L + 5.25%12/2024— (69)— — %
Guidehouse Inc.(10)(11)(27)First lien senior secured loan L + 6.25%10/20284,603 4,563 4,557 0.1 %
Relativity ODA LLC(10)(11)(27)First lien senior secured loan L +
 7.50% (incl. 7.50% PIK)
5/202783,982 83,128 83,772 1.4 %
Relativity ODA LLC(10)(22)(23)(27)First lien senior secured revolving loan L + 6.50%5/2027— (80)(18)— %
Spotless Brands, LLC(10)(15)(27)First lien senior secured loan S + 6.50%7/202848,592 47,675 47,621 0.8 %
Spotless Brands, LLC(10)(22)(23)(27)First lien senior secured revolving loan S + 6.50%7/2028— (24)(26)— %
464,813 459,963 459,426 7.8 %
43
Blue Owl Capital Corporation
Consolidated Schedule of Investments
As of December 31, 2022
(Amounts in thousands, except share amounts)
Company(1)(4)(8)InvestmentInterestMaturity DatePar / UnitsAmortized Cost(2)(3)Fair Value Percentage of Net Assets
Specialty retail
Galls, LLC(10)(12)(27)First lien senior secured loan L +
 6.75% (incl. 0.50% PIK)
1/2025112,582 111,958 110,331 1.9 %
Galls, LLC(10)(12)(22)(27)First lien senior secured revolving loan L + 6.75%1/202415,232 15,034 14,583 0.2 %
Ideal Image Development, LLC(10)(14)(27)First lien senior secured loan S + 6.50%9/202711,678 11,457 11,474 0.2 %
Ideal Image Development, LLC(10)(22)(23)(24)(27)First lien senior secured delayed draw term loan S + 6.50%3/2024— (7)(4)— %
Ideal Image Development, LLC(10)(22)(23)(27)First lien senior secured revolving loan S + 6.50%9/2027— (34)(32)— %
Milan Laser Holdings LLC(10)(14)(27)First lien senior secured loan S + 5.00%4/202724,055 23,873 24,055 0.4 %
Milan Laser Holdings LLC(10)(22)(23)(27)First lien senior secured revolving loan S + 5.00%4/2026— (14)— — %
Notorious Topco, LLC (dba Beauty Industry Group)(10)(15)(27)First lien senior secured loan S + 6.75%11/2027109,355 107,959 108,809 1.8 %
Notorious Topco, LLC (dba Beauty Industry Group)(10)(15)(22)(24)(27)First lien senior secured delayed draw term loan S + 6.75%11/20239,530 9,336 9,482 0.2 %
Notorious Topco, LLC (dba Beauty Industry Group)(10)(15)(22)(27)First lien senior secured revolving loan S + 6.75%5/20271,596 1,481 1,548 — %
The Shade Store, LLC(10)(15)(27)First lien senior secured loan S + 6.00%10/20279,000 8,907 8,753 0.1 %
The Shade Store, LLC(10)(15)(22)(27)First lien senior secured revolving loan S + 6.00%10/2026255 246 230 — %
293,283 290,196 289,229 4.8 %
Transportation
Lazer Spot Holdings, Inc. (f/k/a Lazer Spot GB Holdings, Inc.)(10)(13)(27)First lien senior secured loan L + 5.75%12/2025142,598 141,262 142,598 2.4 %
Lazer Spot Holdings, Inc. (f/k/a Lazer Spot GB Holdings, Inc.)(10)(22)(23)(27)First lien senior secured revolving loan L + 5.75%12/2025— (227)— — %
Lytx, Inc.(10)(14)(27)First lien senior secured loan S + 6.75%2/202671,005 70,312 70,472 1.2 %
Motus Group, LLC(10)(11)(27)Second lien senior secured loan L + 6.50%12/202910,810 10,712 10,594 0.2 %
224,413 222,059 223,664 3.8 %
Total non-controlled/non-affiliated portfolio company debt investments$11,660,738 $11,513,192 $11,307,884 191.8 %
44
Blue Owl Capital Corporation
Consolidated Schedule of Investments
As of December 31, 2022
(Amounts in thousands, except share amounts)
Company(1)(4)(8)InvestmentInterestMaturity DatePar / UnitsAmortized Cost(2)(3)Fair Value Percentage of Net Assets
Equity Investments
Aerospace and defense
Space Exploration Technologies Corp.(27)(28)(31)Class A Common Stock N/A N/A46,605 2,557 3,509 0.1 %
Space Exploration Technologies Corp.(27)(28)(31)Class C Common Stock N/A N/A9,360 446 705 — %
3,003 4,214 0.1 %
Asset based lending and fund finance
Amergin Asset Management, LLC(27)(28)(29)(31)Class A Units N/A N/A50,000,000 — — — %
— — — %
Automotive
CD&R Value Building Partners I, L.P. (dba Belron)(27)(28)(29)(31)LP Interest N/A N/A33,108 33,107 33,955 0.6 %
Metis HoldCo, Inc. (dba Mavis Tire Express Services)(21)(27)(28)Series A Convertible Preferred Stock
 7.00% (incl. 7.00% PIK)
N/A167,977 163,743 161,677 2.7 %
196,850 195,632 3.3 %
Buildings and real estate
Associations Finance, Inc.(21)(27)(28)Preferred Stock
 12.00% (incl. 12.00% PIK)
N/A54,800,000 55,348 55,641 0.9 %
Dodge Construction Network Holdings, LP(27)(28)(31)Class A-2 Common Units N/A N/A2,181,629 1,859 1,855 — %
Dodge Construction Network Holdings, LP(21)(27)(28)Series A Preferred Units
 8.25% (incl. 8.25% PIK)
N/A— 45 45 — %
57,252 57,541 0.9 %
Business services
Denali Holding, LP (dba Summit Companies)(27)(28)(31)Class A Units N/A N/A337,460 3,431 4,344 0.1 %
Hercules Buyer, LLC (dba The Vincit Group)(27)(28)(31)(33)Common Units N/A N/A2,190,000 2,192 2,302 — %
Knockout Intermediate Holdings I Inc. (dba Kaseya)(21)(27)(28)Perpetual Preferred Stock
 11.75% (incl. 11.75% PIK)
N/A14,000 13,667 13,825 0.2 %
19,290 20,471 0.3 %
Consumer Products
ASP Conair Holdings LP(27)(28)(31)Class A Units N/A N/A60,714 6,071 5,444 0.1 %
6,071 5,444 0.1 %
Financial services
Blend Labs, Inc.(5)(27)(31)Common stock N/A N/A72,317 1,000 104 — %
Blend Labs, Inc.(27)(28)(31)Warrants N/A N/A179,529 975 5 — %
1,975 109 — %
45
Blue Owl Capital Corporation
Consolidated Schedule of Investments
As of December 31, 2022
(Amounts in thousands, except share amounts)
Company(1)(4)(8)InvestmentInterestMaturity DatePar / UnitsAmortized Cost(2)(3)Fair Value Percentage of Net Assets
Food and beverage
H-Food Holdings, LLC(27)(28)(31)LLC interest N/A N/A10,875 10,874 9,337 0.2 %
Hissho Sushi Holdings, LLC(27)(28)(31)Class A units N/A N/A7,502 75 83 — %
10,949 9,420 0.2 %
Healthcare equipment and services
KPCI Holdings, L.P.(27)(28)(31)Class A Units N/A N/A30,425 32,284 34,497 0.6 %
Maia Aggregator, LP(27)(28)(31)Class A-2 Units N/A N/A168,539 169 179 — %
Patriot Holdings SCSp (dba Corza Health, Inc.)(27)(28)(29)(31)Class B Units N/A N/A97,833 18 1,145 — %
Patriot Holdings SCSp (dba Corza Health, Inc.)(21)(27)(28)(29)Class A Units
 8.00% (incl. 8.00% PIK)
N/A7,104 8,265 8,534 0.1 %
Rhea Acquisition Holdings, LP(27)(28)(31)Series A-2 Units N/A N/A119,048 119 119 — %
40,855 44,474 0.7 %
Healthcare providers and services
KOBHG Holdings, L.P. (dba OB Hospitalist)(27)(28)(31)Class A Interests N/A N/A6,670 6,670 6,196 0.1 %
6,670 6,196 0.1 %
Healthcare technology
BEHP Co-Investor II, L.P.(27)(28)(29)(31)LP Interest N/A N/A1,270 1,266 1,270 — %
WP Irving Co-Invest, L.P.(27)(28)(29)(31)Partnership Units N/A N/A1,250,000 1,250 1,250 — %
Minerva Holdco, Inc.(21)(27)(28)Series A Preferred Stock
 10.75% (incl. 10.75% PIK)
N/A7,483 7,354 6,734 0.1 %
9,870 9,254 0.1 %
Household products
Evology, LLC(27)(28)(31)Class B Units N/A N/A451 2,160 2,771 — %
2,160 2,771 — %
Human resource support services
Sunshine Software Holdings, Inc. (dba Cornerstone OnDemand)(21)(27)(28)Series A Preferred Stock
 10.50% (incl. 10.50% PIK)
N/A41,402 40,538 37,469 0.6 %
40,538 37,469 0.6 %
Insurance
Accelerate topco Holdings, LLC(27)(28)(31)Common Units N/A N/A493 14 14 — %
Evolution Parent, LP (dba SIAA)(27)(28)(31)LP Interest N/A N/A42,838 4,284 4,284 0.1 %
GrowthCurve Capital Sunrise Co-Invest LP (dba Brightway)(27)(28)(31)LP Interest N/A N/A638 638 632 — %
GoHealth, Inc. (5)(27)(31)Common stock N/A N/A68,125 5,232 712 — %
PCF Holdco, LLC (dba PCF Insurance Services)(27)(28)(31)Class A Units N/A N/A14,772,724 37,464 67,456 1.1 %
47,632 73,098 1.2 %
46
Blue Owl Capital Corporation
Consolidated Schedule of Investments
As of December 31, 2022
(Amounts in thousands, except share amounts)
Company(1)(4)(8)InvestmentInterestMaturity DatePar / UnitsAmortized Cost(2)(3)Fair Value Percentage of Net Assets
Internet and software services
BCTO WIW Holdings, Inc. (dba When I Work)(27)(28)(31)Class A Common Stock N/A N/A13,000 1,300 1,171 — %
Brooklyn Lender Co-Invest 2, L.P. (dba Boomi)(27)(28)(31)Common Units N/A N/A7,503,843 7,504 7,378 0.1 %
Elliott Alto Co-Investor Aggregator L.P.(27)(28)(29)(31)LP Interest N/A N/A3,134 3,144 3,133 0.1 %
Insight CP (Blocker) Holdings, L.P. (dba CivicPlus, LLC)(27)(28)(29)(31)LP Interest N/A N/A1,230 1,230 1,230 — %
MessageBird Holding B.V.(27)(28)(29)(31)Extended Series C Warrants N/A N/A122,890 753 89 — %
Picard Holdco, LLC(10)(15)(27)(28)Series A Preferred Stock S +
 12.00% (incl. 12.00% PIK)
N/A25,697 24,968 24,925 0.4 %
Project Alpine Co-Invest Fund,
LP(27)(28)(29)(31)		LP Interest N/A N/A10,006 10,006 10,000 0.2 %
Project Hotel California Co-Invest Fund, L.P. (27)(28)(29)(31)LP Interest N/A N/A2,687 2,687 2,685 — %
Thunder Topco L.P. (dba Vector Solutions)(27)(28)(31)Common Units N/A N/A3,829,614 3,830 3,783 0.1 %
VEPF Torreys Aggregator, LLC (dba MINDBODY, Inc.)(21)(27)(28)Series A Preferred Stock
 6.00% (incl. 6.00% PIK)
N/A21,250 22,544 22,319 0.4 %
WMC Bidco, Inc. (dba West Monroe)(21)(27)(28)Senior Preferred Stock
 11.25% (incl. 11.25% PIK)
N/A18,427 18,039 17,230 0.3 %
Zoro TopCo, Inc. (dba Zendesk, Inc.)(21)(27)(28)Series A Preferred Stock
 12.50% (incl. 12.50% PIK)
N/A9,554 9,220 9,220 0.2 %
Zoro TopCo, L.P. (dba Zendesk, Inc.)(27)(28)(31)Class A Common Units N/A N/A796,165 7,962 7,962 0.1 %
113,187 111,125 1.9 %
Manufacturing
Gloves Holdings, LP (dba Protective Industrial Products)(27)(28)(31)LP Interest N/A N/A32,500 3,250 3,848 0.1 %
Windows Entities(27)(28)(32)LLC Units N/A N/A31,849 60,318 121,419 2.1 %
63,568 125,267 2.2 %
Total non-controlled/non-affiliated portfolio company equity investments$619,870 $702,485 11.7 %
Total non-controlled/non-affiliated portfolio company investments$12,133,062 $12,010,369 203.5 %
47
Blue Owl Capital Corporation
Consolidated Schedule of Investments
As of December 31, 2022
(Amounts in thousands, except share amounts)
Company(1)(4)(8)InvestmentInterestMaturity DatePar / UnitsAmortized Cost(2)(3)Fair Value Percentage of Net Assets
Non-controlled/affiliated portfolio company investments
Equity Investments
Healthcare technology
LSI Financing 1 DAC(26)(27)(28)(29)(31)Preferred equityN/AN/A6,174,611 6,224 6,175 0.1 %
6,224 6,175 0.1 %
Total non-controlled/affiliated portfolio company investments$6,224 $6,175 0.1 %
Controlled/affiliated portfolio company investments
Debt Investments
Advertising and media
Swipe Acquisition Corporation (dba PLI)(10)(14)(26)(27)First lien senior secured loan S + 8.00%6/202449,360 48,911 49,236 0.8 %
Swipe Acquisition Corporation (dba PLI)(10)(15)(22)(24)(26)(27)First lien senior secured delayed draw term loan S + 8.00%5/202314,698 14,698 14,645 0.2 %
Swipe Acquisition Corporation (dba PLI)(10)(22)(26)(27)Letter of Credit S + 8.00%6/2024— 2 — — %
64,058 63,611 63,881 1.0 %
Distribution
PS Operating Company LLC (fka QC Supply, LLC)(10)(12)(26)First lien senior secured loan L + 6.00%12/202413,241 12,976 12,778 0.2 %
PS Operating Company LLC (fka QC Supply, LLC)(10)(12)(22)(26)First lien senior secured revolving loan L + 6.00%12/20243,807 3,708 3,633 0.1 %
17,048 16,684 16,411 0.3 %
Total controlled/affiliated portfolio company debt investments81,106 $80,295 $80,292 1.3 %
Equity Investments
Advertising and media
New PLI Holdings, LLC (dba PLI)(26)(27)(28)(31)Class A Common Units N/A N/A86,745 48,008 97,799 1.7 %
48,008 97,799 1.7 %
Asset based lending and fund finance
AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC(22)(26)(27)(28)(29)(31)LLC Interest N/A N/A5 5 — — %
AAM Series 2.1 Aviation Feeder, LLC(22)(26)(27)(28)(29)(31)LLC Interest N/A N/A1,568 1,574 1,568 — %
Wingspire Capital Holdings LLC(9)(22)(26)(28)LLC interest N/A N/A364,145 364,145 431,531 7.3 %
365,724 433,099 7.3 %
Distribution
PS Op Holdings LLC (fka QC Supply, LLC)(26)(28)(31)Class A Common Units N/A N/A248,271 4,300 3,950 0.1 %
4,300 3,950 0.1 %
48
Blue Owl Capital Corporation
Consolidated Schedule of Investments
As of December 31, 2022
(Amounts in thousands, except share amounts)
Company(1)(4)(8)InvestmentInterestMaturity DatePar / UnitsAmortized Cost(2)(3)Fair Value Percentage of Net Assets
Insurance
Fifth Season Investments LLC(9)(25)(27)(28)(31)Class A UnitsN/AN/A28 89,680 89,680 1.5 %
89,680 89,680 1.5 %
Investment funds and vehicles
ORCC Senior Loan Fund LLC (fka Sebago Lake LLC)(7)(9)(26)(28)(29)LLC Interest N/A N/A318,839 318,839 288,981 4.9 %
318,839 288,981 4.9 %
Total controlled/affiliated portfolio company equity investments$826,551 $913,509 14.1 %
Total controlled/affiliated portfolio company investments$906,846 $993,801 15.4 %
Total Investments$13,046,132 $13,010,345 220.4 %

Interest Rate Swaps as of December 31, 2022
Company ReceivesCompany PaysMaturity DateNotional AmountHedged InstrumentFootnote Reference
Interest rate swap5.25%L +2.937%4/10/2024400,000 2024 NotesNote 6
Interest rate swap2.63%L +1.655%1/15/2027500,000 2027 NotesNote 6
Total900,000 
________________
(1)Certain portfolio company investments are subject to contractual restrictions on sales. Refer to footnote 28 for additional information on our restricted securities.
(2)The amortized cost represents the original cost adjusted for the amortization or accretion of premium or discount , as applicable, on debt investments using the effective interest method.
(3)As of December 31, 2022, the net estimated unrealized loss for U.S. federal income tax purposes was $126.2 million based on a tax cost basis of $13.1 billion. As of December 31, 2022, the estimated aggregate gross unrealized loss for U.S. federal income tax purposes was $382.2 million and the estimated aggregate gross unrealized gain for U.S. federal income tax purposes was $256.0 million.
(4)Unless otherwise indicated, all investments are considered Level 3 investments.
(5)Level 1 investment.
(6)Level 2 investment.
(7)Investment measured at net asset value (“NAV”).
(8)Unless otherwise indicated, the Company’s portfolio companies are pledged as collateral supporting the amounts outstanding under the Revolving Credit Facility, SPV Asset Facilities and CLOs. See Note 6 “Debt”.
(9)Investment is not pledged as collateral for the credit facilities.
(10)Loan contains a variable rate structure and may be subject to an interest rate floor. Variable rate loans bear interest at a rate that may be determined by reference to either the London Interbank Offered Rate (“LIBOR” or “L”, which can include one-, three-, six- or twelve- month LIBOR), Secured Overnight Financing Rate ("SOFR" or "S," which can include one-, three- or six- month SOFR), Euro Interbank Offered Rate (“EURIBOR”), Great Britain Pound London Interbank Offered Rate (“GBPLIBOR” or “G”, which can include three- or six-month GBPLIBOR), SONIA ("SONIA” or "SA") or an alternate base rate (which can include the Federal Funds Effective Rate or the Prime Rate), at the borrower’s option, and which reset periodically based on the terms of the loan agreement.
(11)The interest rate on these loans is subject to 1 month LIBOR, which as of December 31, 2022 was 4.39%.
(12)The interest rate on these loans is subject to 3 month LIBOR, which as of December 31, 2022 was 4.77%.
(13)The interest rate on these loans is subject to 6 month LIBOR, which as of December 31, 2022 was 5.14%.
(14)The interest rate on these loans is subject to 1 month SOFR, which as of December 31, 2022 was 4.36%.
(15)The interest rate on these loans is subject to 3 month SOFR, which as of December 31, 2022 was 4.59%.
(16)The interest rate on these loans is subject to 6 month SOFR, which as of December 31, 2022 was 4.78%.
(17)The interest rate on these loans is subject to Prime, which as of December 31, 2022 was 7.50%.
(18)The interest rate on this loan is subject to 3 month EURIBOR, which as of December 31, 2022 was 2.13%.
(19)The interest rate on this loan is subject to 6 month EURIBOR, which as of December 31, 2022 was 2.69%.
(20)The interest rate on this loan is subject to SONIA, which as of December 31, 2022 was 3.43%.
(21)Contains a fixed-rate structure.
(22)Position or portion thereof is an unfunded loan or equity commitment. See Note 7 “Commitments and Contingencies”.
(23)The negative cost is the result of the capitalized discount being greater than the principal amount outstanding on the loan. The negative fair value is the result of the capitalized discount on the loan.
49
Blue Owl Capital Corporation
Consolidated Schedule of Investments
As of December 31, 2022
(Amounts in thousands, except share amounts)
(24)The date disclosed represents the commitment period of the unfunded term loan. Upon expiration of the commitment period, the funded portion of the term loan may be subject to a longer maturity date.
(25)As defined in the 1940 Act, the Company is deemed to be an “affiliated person” of this portfolio company as the Company owns more than 5% but less than 25% of the portfolio company's voting securities or has the power to exercise control over management or policies of such portfolio company, including through a management agreement (“non-controlled affiliate”). Transactions related to investments in non-controlled affiliates for the period ended December 31, 2022 were as follows:
($ in thousands)Fair value
as of December 31, 2021		Gross Additions
(a)		Gross Reductions(b)Change in Unrealized Gains (Losses)Fair value
as of December 31, 2022		Interest IncomeDividend IncomeOther Income
LSI Financing 1 DAC— 6,224 — (49)6,175 — — — 
Total Non-Controlled Affiliates$— $6,224 $— $(49)$6,175 $— $— $— 
________________
(a)Gross additions may include increases in the cost basis of investments resulting from new investments, amounts related to payment-in-kind (“PIK”) interest capitalized and added to the principal balance of the respective loans, the accretion of discounts, the exchange of one or more existing investments for one or more new investments and the movement at fair value of an existing portfolio company into this controlled affiliated category from a different category.
(b)Gross reductions may include decreases in the cost basis of investments resulting from principal collections related to investment repayments and sales, return of capital, the amortization of premiums and the exchange of one or more existing securities for one or more new securities.
(26)As defined in the 1940 Act, the Company is deemed to be both an “Affiliated Person” and has “Control” of this portfolio company as the Company owns more than 25% of the portfolio company’s outstanding voting securities or has the power to exercise control over management or policies of such portfolio company, including through a management agreement (“controlled affiliate”). The Company’s investment in controlled affiliates for the period ended December 31, 2022, were as follows:
($ in thousands)Fair value
as of December 31, 2021		Gross Additions
(a)		Gross Reductions(b)Change in Unrealized Gains (Losses)Fair value
as of December 31, 2022		Interest IncomeDividend IncomeOther Income
Controlled Affiliates
AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC(d)
$— $5 $— $(5)$— $— $— $— 
AAM Series 2.1 Aviation Feeder, LLC(d)
— 1,574 — (6)1,568 — — — 
Fifth Season Investments LLC (fka Chapford SMA Partnership, L.P.)— 89,680 — — 89,680 — 201 — 
ORCC Senior Loan Fund LLC (fka Sebago Lake LLC)(c)
247,061 118,125 (49,000)(27,205)288,981 — 33,673 — 
PS Operating Company LLC (fka QC Supply, LLC)19,495 2,979 (1,444)(669)20,361 1,375 — 9 
Swipe Acquisition Corporation (dba PLI)108,061 4,284 (891)50,226 161,680 6,831 6,673 680 
Wingspire Capital Holdings LLC242,163 201,107 (35,000)23,261 431,531 — 36,500 — 
Total Controlled Affiliates$616,780 $417,754 $(86,335)$45,602 $993,801 $8,206 $77,047 $689 
________________
(a)Gross additions may include increases in the cost basis of investments resulting from new investments, amounts related to payment-in-kind (“PIK”) interest capitalized and added to the principal balance of the respective loans, the accretion of discounts, the exchange of one or more existing investments for one or more new investments and the movement at fair value of an existing portfolio company into this controlled affiliated category from a different category.
(b)Gross reductions may include decreases in the cost basis of investments resulting from principal collections related to investment repayments and sales, return of capital, the amortization of premiums and the exchange of one or more existing securities for one or more new securities.
(c)For further description of the Company's investment in ORCC Senior Loan Fund LLC (fka Sebago Lake LLC), see Note 4 "Investments."
(d)In connection with its investment in AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC and AAM Series 2.1 Aviation Feeder, LLC (collectively, “Amergin Assetco”) the Company made a minority investment in Amergin Asset Management, LLC which has entered into a Servicing Agreement with Amergin Assetco.
(27)Represents co-investment made with the Company’s affiliates in accordance with the terms of the exemptive relief that the Company received from the U.S. Securities and Exchange Commission. See Note 3 “Agreements and Related Party Transactions.”



50
Blue Owl Capital Corporation
Consolidated Schedule of Investments
As of December 31, 2022
(Amounts in thousands, except share amounts)
(28)Securities acquired in transactions exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) and may be deemed to be “restricted securities” under the Securities Act. As of December 31, 2022, the aggregate fair value of these securities is $1.6 billion or 27.6% of the Company’s net assets. The acquisition dates of the restricted securities are as follows:
Portfolio CompanyInvestmentAcquisition Date
AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC**LLC InterestJuly 1, 2022
AAM Series 2.1 Aviation Feeder, LLC**LLC InterestJuly 1, 2022
Amergin Asset Management, LLCClass A UnitsJuly 1, 2022
Accelerate topco Holdings, LLCCommon UnitsSeptember 1, 2022
ASP Conair Holdings LPClass A UnitsMay 17, 2021
Associations Finance, Inc.Preferred StockJune 10, 2022
Windows EntitiesLLC UnitsJanuary 16, 2020
BCTO WIW Holdings, Inc. (dba When I Work)Class A Common StockNovember 2, 2021
BEHP Co-Investor II, L.P.LP InterestMay 11, 2022
WP Irving Co-Invest, L.P.Partnership UnitsMay 18, 2022
Blend Labs, Inc.WarrantsJuly 2, 2021
Brooklyn Lender Co-Invest 2, L.P. (dba Boomi)Common UnitsOctober 1, 2021
CD&R Value Building Partners I, L.P. (dba Belron)LP InterestDecember 2, 2021
Fifth Season Investments LLC (fka Chapford SMA Partnership, L.P.)**Class A UnitsJuly 18, 2022
Denali Holding, LP (dba Summit Companies)Class A UnitsSeptember 15, 2021
Dodge Construction Network Holdings, LPClass A-2 Common UnitsFebruary 23, 2022
Dodge Construction Network Holdings, LPSeries A Preferred UnitsFebruary 23, 2022
Elliott Alto Co-Investor Aggregator L.P.LP InterestSeptember 27, 2022
Picard Holdco, LLCSeries A Preferred StockSeptember 30, 2022
Evology, LLCClass B UnitsJanuary 24, 2022
Evolution Parent, LP (dba SIAA)LP InterestApril 30, 2021
Gloves Holdings, LP (dba Protective Industrial Products)LP InterestDecember 29, 2020
GrowthCurve Capital Sunrise Co-Invest LP (dba Brightway)LP InterestDecember 16, 2021
Hercules Buyer, LLC (dba The Vincit Group)Common UnitsDecember 15, 2020
Hissho Sushi Holdings, LLCClass A unitsMay 17, 2022
Insight CP (Blocker) Holdings, L.P. (dba CivicPlus, LLC)LP InterestJune 8, 2022
Knockout Intermediate Holdings I Inc. (dba Kaseya)Perpetual Preferred StockJune 23, 2022
KOBHG Holdings, L.P. (dba OB Hospitalist)Class A InterestsSeptember 27, 2021
Maia Aggregator, LPClass A-2 UnitsFebruary 1, 2022
H-Food Holdings, LLCLLC InterestNovember 23, 2018
LSI Financing 1 DAC**Preferred equityDecember 14, 2022
MessageBird Holding B.V.Extended Series C WarrantsMay 5, 2021
Metis HoldCo, Inc. (dba Mavis Tire Express Services)Series A Convertible Preferred StockMay 4, 2021
Minerva Holdco, Inc.Series A Preferred StockFebruary 15, 2022
KPCI Holdings, L.P.Class A UnitsNovember 30, 2020
Patriot Holdings SCSp (dba Corza Health, Inc.)Class B UnitsJanuary 29, 2021
Patriot Holdings SCSp (dba Corza Health, Inc.)Class A UnitsJanuary 29, 2021
PCF Holdco, LLC (dba PCF Insurance Services)Class A UnitsNovember 1, 2021
Project Alpine Co-Invest Fund,
LP		LP InterestJune 10, 2022
Project Hotel California Co-Invest Fund, L.P. LP InterestAugust 9, 2022
PS Op Holdings LLC (fka QC Supply, LLC)**Class A Common UnitsDecember 21, 2021
Rhea Acquisition Holdings, LPSeries A-2 UnitsFebruary 18, 2022
Blue Owl Capital Corporation Senior Loan Fund LLC (fka ORCC Senior Loan Fund LLC)*LLC InterestJune 20, 2017
Space Exploration Technologies Corp.Class A Common StockMarch 25, 2021
Space Exploration Technologies Corp.Class C Common StockMarch 25, 2021
Sunshine Software Holdings, Inc. (dba Cornerstone OnDemand)Series A Preferred StockOctober 14, 2021
New PLI Holdings, LLC (dba PLI)**Class A Common UnitsDecember 23, 2020
51
Blue Owl Capital Corporation
Consolidated Schedule of Investments
As of December 31, 2022
(Amounts in thousands, except share amounts)
Portfolio CompanyInvestmentAcquisition Date
Thunder Topco L.P. (dba Vector Solutions)Common UnitsJune 30, 2021
VEPF Torreys Aggregator, LLC (dba MINDBODY, Inc.)Series A Preferred StockOctober 15, 2021
Wingspire Capital Holdings LLC**LLC InterestSeptember 24, 2019
WMC Bidco, Inc. (dba West Monroe)Senior Preferred StockNovember 9, 2021
Zoro TopCo, Inc. (dba Zendesk, Inc.)Series A Preferred StockNovember 22, 2022
Zoro TopCo, L.P. (dba Zendesk, Inc.)Class A Common UnitsNovember 22, 2022
* Refer to Note 4 “Investments – ORCC Senior Loan Fund LLC,” for further information.
** Refer to Note 3 “Agreements and Related Party Transactions – Controlled/Affiliated Portfolio Companies”.
(29)This portfolio company is not a qualifying asset under Section 55(a) of the Investment Company Act of 1940, as amended (the “1940 Act”). Under the 1940 Act, the Company may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of total assets. As of December 31, 2022, non-qualifying assets represented 13.5% of total assets as calculated in accordance with the regulatory requirements.
(30)Loan was on non-accrual status as of December 31, 2022.
(31)Investment is non-income producing.
(32)Investment represents multiple underlying investments, including Midwest Custom Windows, LLC, Greater Toronto Custom Windows, Corp., Garden State Custom Windows, LLC, Long Island Custom Windows, LLC, Jemico, LLC, Atlanta Custom Windows, LLC and Fairchester Custom Windows (collectively, “Windows Entities”). Greater Toronto Custom Windows, Corp. is considered a non-qualifying asset, with a fair value of $9.1 million as of December 31, 2022.
(33)We invest in this portfolio company through underlying blocker entities Hercules Blocker 1 LLC, Hercules Blocker 2 LLC, Hercules Blocker 3 LLC, Hercules Blocker 4 LLC, and Hercules Blocker 5 LLC.

The accompanying notes are an integral part of these consolidated financial statements.
52
Blue Owl Capital Corporation
Consolidated Statements of Changes in Net Assets
(Amounts in thousands)
(Unaudited)


For the Three Months Ended September 30,
For the Nine Months Ended September 30,
2023
2022
20232022
Increase (Decrease) in Net Assets Resulting from Operations
Net investment income (loss)$190,053 $146,774 $554,590 $394,253 
Net change in unrealized gain (loss)16,989 118,587 102,531 (123,423)
Net realized gain (loss)(104)66 (52,776)3,635 
Net Increase (Decrease) in Net Assets Resulting from Operations206,938 265,427 604,345 274,465 
Distributions
Distributions declared from earnings(1)
(155,893)(122,085)(452,681)(366,490)
Net Decrease in Net Assets Resulting from Shareholders' Distributions(155,893)(122,085)(452,681)(366,490)
Capital Share Transactions
Repurchase of common shares— — (34,058)(10,015)
Reinvestment of distributions— — — 11,951 
Net Increase (Decrease) in Net Assets Resulting from Capital Share Transactions— — (34,058)1,936 
Total Increase (Decrease) in Net Assets51,045 143,342 117,606 (90,089)
Net Assets, at beginning of period5,948,964 5,704,446 5,882,403 5,937,877 
Net Assets, at end of period$6,000,009 $5,847,788 $6,000,009 $5,847,788 
_______________
(1)For the three and nine months ended September 30, 2023 distributions declared from earnings were derived from net investment income. For the three and nine months ended September 30, 2022 distributions declared from earnings were derived from net investment income and capital gains.
The accompanying notes are an integral part of these consolidated financial statements.
53
Blue Owl Capital Corporation
Consolidated Statements of Cash Flows
(Amounts in thousands)
(Unaudited)

For the Nine Months Ended September 30,
2023
2022
Cash Flows from Operating Activities
Net Increase (Decrease) in Net Assets Resulting from Operations$604,345 $274,465 
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash used in operating activities:
Purchases of investments, net(1,107,158)(1,894,552)
Proceeds from investments and investment repayments, net1,471,439 1,749,362 
Net amortization/accretion of premium/discount on investments(32,094)(33,594)
Payment-in-kind interest and dividends(161,080)(101,236)
Net change in unrealized (gain) loss on investments(106,470)115,913 
Net change in unrealized gain (loss) on interest rate swap attributed to unsecured notes4,916 (88,985)
Net change in unrealized (gains) losses on translation of assets and liabilities in foreign currencies(276)7,735 
Net realized (gain) loss on investments52,129 (4,853)
Net realized (gain) loss on foreign currency transactions relating to investments25 1,567 
Amortization of debt issuance costs20,577 21,133 
Changes in operating assets and liabilities:
(Increase) decrease in interest receivable973 (13,432)
(Increase) decrease in receivable from a controlled affiliate(4,823)(16,350)
(Increase) decrease in prepaid expenses and other assets(361)17,084 
Increase (decrease) in management fee payable213 116 
Increase (decrease) in incentive fee payable5,852 1,892 
Increase (decrease) in payables to affiliate(59)(802)
Increase (decrease) in accrued expenses and other liabilities(26,395)87,059 
Net cash provided by (used in) operating activities721,753 122,522 
Cash Flows from Financing Activities
Borrowings on debt895,493 2,208,630 
Payments on debt(1,137,194)(1,944,391)
Debt issuance costs(5,465)(14,179)
Repurchases of common stock(34,058)(10,015)
Cash distributions paid to shareholders(453,586)(354,522)
Net cash provided by (used in) financing activities(734,810)(114,477)
Net increase (decrease) in cash and restricted cash, including foreign cash (restricted cash of $(7,156) and $72,670, respectively)
(13,057)8,045 
Cash and restricted cash, including foreign cash, beginning of period (restricted cash of $96,420 and $21,481, respectively)
445,087 447,145 
Cash and restricted cash, including foreign cash, end of period (restricted cash of $89,264 and $94,151, respectively)
$432,030 $455,190 
,
The accompanying notes are an integral part of these consolidated financial statements.

54
Blue Owl Capital Corporation
Consolidated Statements of Cash Flows
(Amounts in thousands)
(Unaudited)

For the Nine Months Ended September 30,
2023
2022
Supplemental and Non-Cash Information
Interest paid during the period$312,242 $177,362 
Distributions declared during the period452,681 366,490 
Reinvestment of distributions during the period— 11,951 
Distributions Payable128,612 122,085 
Taxes, including excise tax, paid during the period1,705 1,668 
55
Blue Owl Capital Corporation
Notes to Consolidated Financial Statements (Unaudited)

Note 1. Organization
Blue Owl Capital Corporation (fka Owl Rock Capital Corporation) (the “Company”) is a Maryland corporation formed on October 15, 2015. The Company was formed primarily to originate and make loans to, and make debt and equity investments in, U.S. middle market companies. The Company invests in senior secured or unsecured loans, subordinated loans or mezzanine loans and, to a lesser extent, equity and equity-related securities including warrants, preferred stock and similar forms of senior equity, which may or may not be convertible into a portfolio company’s common equity. The Company’s investment objective is to generate current income and to a lesser extent, capital appreciation by targeting investment opportunities with favorable risk-adjusted returns.
The Company has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). In addition, for tax purposes, the Company is treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). Because the Company has elected to be regulated as a BDC and qualifies as a RIC under the Code, the Company’s portfolio is subject to diversification and other requirements.
On April 27, 2016, the Company formed a wholly-owned subsidiary, OR Lending LLC, a Delaware limited liability company, which holds a California finance lenders license. OR Lending LLC makes loans to borrowers headquartered in California. From time to time the Company may form wholly-owned subsidiaries to facilitate the normal course of business.
Blue Owl Credit Advisors LLC (fka Owl Rock Capital Advisors LLC) (the “Adviser”) serves as the Company’s investment adviser. The Adviser is registered with the Securities and Exchange Commission (“SEC”) as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), an indirect affiliate of Blue Owl Capital Inc. ("Blue Owl") (NYSE: OWL) and part of Blue Owl’s Credit platform, which focuses on direct lending. Blue Owl consists of three investment platforms: (1) Credit, which focuses on direct lending, (2) GP Strategic Capital, which focuses on providing capital to institutional alternative asset managers, and (3) Real Estate, which focuses on real estate strategies. Subject to the overall supervision of the Company’s board of directors (the “Board”), the Adviser manages the day-to-day operations of, and provides investment advisory and management services to, the Company.
On July 22, 2019, the Company closed its initial public offering (“IPO”) and the Company’s common stock began trading on the New York Stock Exchange (“NYSE”) on July 18, 2019 ("Listing Date"). Since July 6, 2023, the Company's common stock has traded on the NYSE under the symbol "OBDC."
Note 2. Significant Accounting Policies
Basis of Presentation
The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Company is an investment company and, therefore, applies the specialized accounting and reporting guidance in Accounting Standards Codification (“ASC”) Topic 946, Financial Services – Investment Companies. In the opinion of management, all adjustments considered necessary for the fair presentation of the consolidated financial statements have been included. The Company was initially capitalized on March 1, 2016 and commenced operations on March 3, 2016. The Company’s fiscal year ends on December 31.
Use of Estimates
The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Actual amounts could differ from those estimates and such differences could be material.
Cash
Cash consists of deposits held at a custodian bank and restricted cash pledged as collateral. Cash is carried at cost, which approximates fair value. The Company deposits its cash with highly-rated banking corporations and, at times, may exceed the insured limits under applicable law.








56
Blue Owl Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
Investments at Fair Value
Investment transactions are recorded on the trade date. Realized gains or losses are measured by the difference between the net proceeds received and the amortized cost basis of the investment using the specific identification method without regard to unrealized gains or losses previously recognized, and include investments charged off during the period, net of recoveries. The net change in unrealized gains or losses primarily reflects the change in investment values, including the reversal of previously recorded unrealized gains or losses with respect to investments realized during the period. Rule 2a-5 under the 1940 Act was adopted by the SEC in January 2021 and establishes requirements for determining fair value in good faith for purposes of the 1940 Act. The Company complied with the mandatory provisions of Rule 2a-5 by the September 2022 compliance date. Additionally, commencing with the fourth quarter of 2022, pursuant to Rule 2a-5, the Board designated the Adviser as the Company's valuation designee to perform fair value determinations relating to the value of assets held by the Company for which market quotations are not readily available.
Investments for which market quotations are readily available are typically valued at the average bid price of those market quotations. To validate market quotations, the Company utilizes a number of factors to determine if the quotations are representative of fair value, including the source and number of the quotations. Debt and equity securities that are not publicly traded or whose market prices are not readily available, as is the case for substantially all of the Company’s investments, are valued at fair value as determined in good faith by the Adviser, as the valuation designee, based on, among other things, the input of the independent third-party valuation firm(s) engaged at the direction of the Adviser.
As part of the valuation process, the Adviser, as the valuation designee, takes into account relevant factors in determining the fair value of the Company’s investments, including: the estimated enterprise value of a portfolio company (i.e., the total fair value of the portfolio company’s debt and equity), the nature and realizable value of any collateral, the portfolio company’s ability to make payments based on its earnings and cash flow, the markets in which the portfolio company does business, a comparison of the portfolio company’s securities to any similar publicly traded securities, and overall changes in the interest rate environment and the credit markets that may affect the price at which similar investments may be made in the future. When an external event such as a purchase or sale transaction, public offering or subsequent equity sale occurs, the Adviser, as the valuation designee, considers whether the pricing indicated by the external event corroborates its valuation.
The Adviser, as the valuation designee, undertakes a multi-step valuation process, which includes, among other procedures, the following:
•With respect to investments for which market quotations are readily available, those investments will typically be valued at the average bid price of those market quotations;
•With respect to investments for which market quotations are not readily available, the valuation process begins with the independent valuation firm(s) providing a preliminary valuation of each investment to the Adviser’s valuation committee;
•Preliminary valuation conclusions are documented and discussed with the Adviser’s valuation committee;
•The Adviser, as the valuation designee, reviews the recommended valuations and determines the fair value of each investment;
•Each quarter, the Adviser, as the valuation designee, will provide the Audit Committee a summary or description of material fair value matters that occurred in the prior quarter and on an annual basis, the Adviser, as the valuation designee, will provide the Audit Committee with a written assessment of the adequacy and effectiveness of its fair value process; and
•The Audit Committee oversees the valuation designee and will report to the Board on any valuation matters requiring the Board’s attention.
The Company conducts this valuation process on a quarterly basis.










57
Blue Owl Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
The Company applies Financial Accounting Standards Board (“FASB”) Accounting Standards Codification 820, Fair Value Measurements (“ASC 820”), as amended, which establishes a framework for measuring fair value in accordance with U.S. GAAP and required disclosures of fair value measurements. ASC 820 determines fair value to be the price that would be received for an investment in a current sale, which assumes an orderly transaction between market participants on the measurement date. Market participants are defined as buyers and sellers in the principal or most advantageous market (which may be a hypothetical market) that are independent, knowledgeable, and willing and able to transact. In accordance with ASC 820, the Company considers its principal market to be the market that has the greatest volume and level of activity. ASC 820 specifies a fair value hierarchy that prioritizes and ranks the level of observability of inputs used in determination of fair value. In accordance with ASC 820, these levels are summarized below:
•Level 1 – Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.
•Level 2 – Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.
•Level 3 – Valuations based on inputs that are unobservable and significant to the overall fair value measurement.
Transfers between levels, if any, are recognized at the beginning of the period in which the transfer occurs. In addition to using the above inputs in investment valuations, the Company applies the valuation policy approved by its Board that is consistent with ASC 820. Consistent with the valuation policy, the Adviser, as the valuation designee, evaluates the source of the inputs, including any markets in which its investments are trading (or any markets in which securities with similar attributes are trading), in determining fair value. When an investment is valued based on prices provided by reputable dealers or pricing services (such as broker quotes), the Adviser, as the valuation designee, subjects those prices to various criteria in making the determination as to whether a particular investment would qualify for treatment as a Level 2 or Level 3 investment. For example, the Adviser, as the valuation designee, or the independent valuation firm(s), reviews pricing support provided by dealers or pricing services in order to determine if observable market information is being used, versus unobservable inputs.
Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Company’s investments may fluctuate from period to period. Additionally, the fair value of such investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values that may ultimately be realized. Further, such investments are generally less liquid than publicly traded securities and may be subject to contractual and other restrictions on resale. If the Company were required to liquidate a portfolio investment in a forced or liquidation sale, it could realize amounts that are different from the amounts presented and such differences could be material.
In addition, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the unrealized gains or losses reflected herein.
Financial and Derivative Instruments
Pursuant to ASC 815 Derivatives and Hedging, all derivative instruments entered into by the Company are designated as hedging instruments. For all derivative instruments designated as a hedge, the entire change in the fair value of the hedging instrument shall be recorded in the same line item of the Consolidated Statements of Operations as the hedged item. The Company’s derivative instruments are used to hedge the Company’s fixed rate debt, and therefore both the periodic payment and the change in fair value for the effective hedge, if applicable, will be recognized as components of interest expense in the Consolidated Statements of Operations. Fair value is estimated by discounting remaining payments using applicable current market rates, or market quotes, if available. Rule 18f-4 was adopted by the SEC in December 2020 and became effective in August 2022. Rule 18f-4 requires BDCs that use derivatives to, among other things, comply with a value-at-risk leverage limit, adopt a derivatives risk management program, and implement certain testing and board reporting procedures. Rule 18f-4 exempts BDCs that qualify as “limited derivatives users” from the aforementioned requirements, provided that these BDCs adopt written policies and procedures that are reasonably designed to manage the BDC’s derivatives risks and comply with certain recordkeeping requirements. Rule 18f-4 provides that a BDC may enter into an unfunded commitment agreement that is not a derivatives transaction, such as an agreement to provide financing to a portfolio company, if the BDC has, among other things, a reasonable belief, at the time it enters into such an agreement, that it will have sufficient cash and cash equivalents to meet its obligations with respect to all of its unfunded commitment agreements, in each case as it becomes due. Pursuant to Rule 18f-4, when we trade reverse repurchase agreements or similar financing transactions, including certain tender option bonds, we need to aggregate the amount of any other senior securities representing indebtedness (e.g., bank borrowings, if applicable) when calculating our asset coverage ratio. The Company currently qualifies as a “limited derivatives user” and expects to continue to do so. The Company adopted a derivatives policy by Rule 18f-4’s August 2022 compliance date, and complies with the recordkeeping requirements.
58
Blue Owl Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
Foreign Currency
Foreign currency amounts are translated into U.S. dollars on the following basis:
•cash, fair value of investments, outstanding debt, other assets and liabilities: at the spot exchange rate on the last business day of the period; and
•purchases and sales of investments, borrowings and repayments of such borrowings, income and expenses: at the rates of exchange prevailing on the respective dates of such transactions.

The Company includes net changes in fair values on investments held resulting from foreign exchange rate fluctuations with the change in unrealized gains (losses) on translation of assets and liabilities in foreign currencies on the Consolidated Statements of Operations. The Company’s current approach to hedging the foreign currency exposure in its non-U.S. dollar denominated investments is primarily to borrow the par amount in local currency under the Company’s Revolving Credit Facility to fund these investments. Fluctuations arising from the translation of foreign currency borrowings are included with the net change in unrealized gains (losses) on translation of assets and liabilities in foreign currencies on the Consolidated Statements of Operations.
Investments denominated in foreign currencies and foreign currency transactions may involve certain considerations and risks not typically associated with those of domestic origin, including unanticipated movements in the value of the foreign currency relative to the U.S. dollar.
Interest and Dividend Income Recognition
Interest income is recorded on the accrual basis and includes amortization or accretion of premiums or discounts. Certain investments may have contractual payment-in-kind (“PIK”) interest or dividends. PIK interest and dividends represent accrued interest or dividends that are added to the principal amount or liquidation amount of the investment on the respective interest or dividend payment dates rather than being paid in cash and generally becomes due at maturity or at the occurrence of a liquidation event. For the three and nine months ended September 30, 2023, PIK interest and PIK dividend income earned was $50.6 million and $157.0 million, representing 12.7% and 13.4% of investment income, respectively. For the three and nine months ended September 30, 2022, PIK interest and PIK dividend income earned was $37.6 million and $97.2 million, representing 11.9% and 11.4% of investment income, respectively. Discounts to par value on securities purchased are amortized into interest income over the contractual life of the respective security using the effective yield method. Premiums to par value on securities purchased are amortized to first call date. The amortized cost of investments represents the original cost adjusted for the amortization or accretion of premiums or discounts, if any. Upon prepayment of a loan or debt security, any prepayment premiums, unamortized upfront loan origination fees and unamortized discounts are recorded as interest income in the current period.
Loans are generally placed on non-accrual status when there is reasonable doubt that principal or interest will be collected in full. Accrued interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability. If at any point the Company believes PIK interest or dividends are not expected to be realized, the investment generating PIK interest or dividends will be placed on non-accrual status. When a PIK investment is placed on non-accrual status, the accrued, uncapitalized interest or dividends are generally reversed through interest income. Non-accrual loans are restored to accrual status when past due principal and interest is paid current and, in management’s judgment, are likely to remain current. Management may make exceptions to this treatment and determine to not place a loan on non-accrual status if the loan has sufficient collateral value and is in the process of collection.
Dividend income on preferred equity securities is recorded on the accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity securities is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly-traded portfolio companies.
Other Income
From time to time, the Company may receive fees for services provided to portfolio companies. These fees are generally only available to the Company as a result of closing investments, are generally paid at the closing of the investments, are generally non-recurring and are recognized as revenue when earned upon closing of the investment. The services that the Adviser provides vary by investment, but can include closing, work, diligence or other similar fees and fees for providing managerial assistance to our portfolio companies.
Offering Expenses
Costs associated with the private placement offering of common shares of the Company were capitalized as deferred offering expenses and included in prepaid expenses and other assets in the Consolidated Statements of Assets and Liabilities and were amortized over a twelve-month period from incurrence. The Company records expenses related to public equity offerings as a reduction of capital upon completion of an offering of registered securities. The costs associated with renewals of the Company’s shelf registration statement will be expensed as incurred.
59
Blue Owl Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
Debt Issuance Costs
The Company records origination and other expenses related to its debt obligations as deferred financing costs. These expenses are deferred and amortized utilizing the effective yield method, over the life of the related debt instrument. Debt issuance costs are presented on the Consolidated Statements of Assets and Liabilities as a direct deduction from the debt liability. In circumstances in which there is not an associated debt liability amount recorded in the consolidated financial statements when the debt issuance costs are incurred, such debt issuance costs will be reported on the Consolidated Statements of Assets and Liabilities as an asset until the debt liability is recorded.
Reimbursement of Transaction-Related Expenses
The Company may receive reimbursement for certain transaction-related expenses in pursuing investments. Transaction-related expenses, which are generally expected to be reimbursed by the Company’s portfolio companies, are typically deferred until the transaction is consummated and are recorded in prepaid expenses and other assets on the date incurred. The costs of successfully completed investments not otherwise reimbursed are borne by the Company and are included as a component of the investment’s cost basis.
Cash advances received in respect of transaction-related expenses are recorded as cash with an offset to accrued expenses and other liabilities. Accrued expenses and other liabilities are relieved as reimbursable expenses are incurred.
Income Taxes
The Company has elected to be treated as a BDC under the 1940 Act. The Company has elected to be treated as a RIC under the Code beginning with its taxable year ending December 31, 2016 and intends to continue to qualify as a RIC. So long as the Company maintains its tax treatment as a RIC, it generally will not pay U.S. federal income taxes at corporate rates on any ordinary income or capital gains that it distributes at least annually to its shareholders as dividends. Instead, any tax liability related to income earned and distributed by the Company represents obligations of the Company’s investors and will not be reflected in the consolidated financial statements of the Company.
To qualify as a RIC, the Company must, among other things, meet certain source-of-income and asset diversification requirements. In addition, to qualify for RIC tax treatment, the Company must distribute to its shareholders, for each taxable year, at least 90% of its “investment company taxable income” for that year, which is generally its ordinary income plus the excess of its realized net short-term capital gains over its realized net long-term capital losses. In order for the Company not to be subject to U.S. federal excise taxes, it must distribute annually an amount at least equal to the sum of (i) 98% of its net ordinary income (taking into account certain deferrals and elections) for the calendar year, (ii) 98.2% of its capital gains in excess of capital losses for the one-year period ending on October 31 of the calendar year and (iii) any net ordinary income and capital gains in excess of capital losses for preceding years that were not distributed during such years. The Company, at its discretion, may carry forward taxable income in excess of calendar year dividends and pay a 4% nondeductible U.S. federal excise tax on this income.
Certain of the Company’s consolidated subsidiaries are subject to U.S. federal and state corporate-level income taxes.
The Company evaluates tax positions taken or expected to be taken in the course of preparing its consolidated financial statements to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions not deemed to meet the “more-likely-than-not” threshold are reserved and recorded as a tax benefit or expense in the current year. All penalties and interest associated with income taxes are included in income tax expense. Conclusions regarding tax positions are subject to review and may be adjusted at a later date based on factors including, but not limited to, on-going analyses of tax laws, regulations and interpretations thereof. There were no material uncertain tax positions through December 31, 2022. As applicable, the Company’s prior three tax years remain subject to examination by U.S. federal, state and local tax authorities.
Distributions to Common Shareholders
Distributions to common shareholders are recorded on the record date. The amount to be distributed is determined by the Board and is generally based upon the earnings estimated by the Adviser. In addition, the Board may consider the level of undistributed taxable income carried forward from the prior year for distribution in the current year. Net realized long-term capital gains, if any, would generally be distributed at least annually, although the Company may decide to retain such capital gains for investment.
The Company has adopted a dividend reinvestment plan that provides for reinvestment of any cash distributions on behalf of shareholders, unless a shareholder elects to receive cash. As a result, if the Board authorizes and declares a cash distribution, then the shareholders who have not “opted out” of the dividend reinvestment plan will have their cash distribution automatically reinvested in additional shares of the Company’s common stock, rather than receiving the cash distribution. The Company expects to use newly issued shares or shares purchased in the open-market to implement the dividend reinvestment plan.

60
Blue Owl Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
Consolidation
As provided under Regulation S-X and ASC Topic 946 – Financial Services – Investment Companies, the Company will generally not consolidate its investment in a company other than a wholly-owned investment company or controlled operating company whose business consists of providing services to the Company. Accordingly, the Company consolidated the accounts of the Company’s wholly-owned subsidiaries that meet the aforementioned criteria in its consolidated financial statements. All significant intercompany balances and transactions have been eliminated in consolidation.
The Company does not consolidate its equity interest in Blue Owl Capital Corporation Senior Loan Fund LLC (fka ORCC Senior Loan Fund LLC) ("OBDC SLF"), Wingspire Capital Holdings LLC (“Wingspire”), Fifth Season Investment LLC (fka Chapford SMA Partnership, L.P.) ("Fifth Season"), or AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC and AAM Series 2.1 Aviation Feeder, LLC (collectively, "Amergin AssetCo"). For further description of the Company’s investment in OBDC SLF, see Note 4 “Investments”. For further description of the Company’s investments in Wingspire, Amergin AssetCo and Fifth Season, see Note 3 “Agreements and Related Party Transactions – Controlled/Affiliated Portfolio Companies”.
New Accounting Pronouncements
In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848),” which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts, hedging relationships, and other transactions that reference London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. In January 2021, the FASB issued ASU No. 2021-01, “Reference Rate Reform (Topic 848),” which expanded the scope of Topic 848 to include derivative instruments impacted by discounting transition. In December 2022, the FASB issued ASU No. 2022-06, “Reference Rate Reform (Topic 848),” which extended the transition period provided under ASU No. 2020-04 and 2021-01 for all entities from December 31, 2022 to December 31, 2024. ASU No. 2021-01 provides increased clarity as the Company continues to evaluate the transition of reference rates and is currently evaluating the impact of adopting ASU No. 2020-04, 2021-01 and 2022-06 on the consolidated financial statements.
In June 2022, the FASB issued ASU No. 2022-03, “Fair Value Measurement (Topic 820),” which clarifies the guidance in Topic 820 when measuring the fair value of an equity security subject to contractual restrictions that prohibit the sale of an equity security and introduces new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value in accordance with Topic 820. The amendments affect all entities that have investments in equity securities measured at fair value that are subject to a contractual sale restriction. ASU 2022-03 is effective for public business entities for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. For all other entities the amendments are effective for fiscal years beginning after December 15, 2024, and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. An entity that qualifies as an investment company under Topic 946 should apply the amendments in ASU No. 2022-03 to an investment in an equity security subject to a contractual sale restriction that is executed or modified on or after the date of adoption. The Company is currently evaluating the impact of adopting ASU No. 2022-03 on the consolidated financial statements.
Other than the aforementioned guidance, the Company’s management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying consolidated financial statements.
Note 3. Agreements and Related Party Transactions
Administration Agreement
The Company has entered into an amended and restated Administration Agreement (the “Administration Agreement”) with the Adviser. Under the terms of the Administration Agreement, the Adviser performs, or oversees, the performance of, required administrative services, which includes providing office space, equipment and office services, maintaining financial records, preparing reports to shareholders and reports filed with the SEC, and managing the payment of expenses and the performance of administrative and professional services rendered by others.
The Administration Agreement also provides that the Company reimburses the Adviser for certain offering costs.
The Company reimburses the Adviser for services performed for it pursuant to the terms of the Administration Agreement. In addition, pursuant to the terms of the Administration Agreement, the Adviser may delegate its obligations under the Administration Agreement to an affiliate or to a third party and the Company will reimburse the Adviser for any services performed for it by such affiliate or third party.


61
Blue Owl Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
Unless earlier terminated as described below, the Administration Agreement will remain in effect for two years from the date it first became effective, and will remain in effect from year to year thereafter if approved annually by (1) the vote of the Board, or by the vote of a majority of its outstanding voting securities, and (2) the vote of a majority of the Company’s directors who are not “interested persons” of the Company, of the Adviser or of any of their respective affiliates, as defined in the 1940 Act. On May 8, 2023, the Board approved the continuation of the Administration Agreement. The Administration Agreement may be terminated at any time, without the payment of any penalty, on 60 days’ written notice, by the vote of a majority of the outstanding voting securities of the Company, or by the vote of the Board or by the Adviser.
No person who is an officer, director, or employee of the Adviser or its affiliates and who serves as a director of the Company receives any compensation from the Company for his or her services as a director. However, the Company reimburses the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser or its affiliates to the Company’s Chief Compliance Officer, Chief Financial Officer and their respective staffs (based on the percentage of time those individuals devote, on an estimated basis, to the business and affairs of the Company). Directors who are not affiliated with the Adviser receive compensation for their services and reimbursement of expenses incurred to attend meetings.
For the three and nine months ended September 30, 2023 the Company incurred expenses of approximately $2.0 million and $5.9 million, respectively, for costs and expenses reimbursable to the Adviser under the terms of the Administration Agreement. For the three and nine months ended September 30, 2022 the Company incurred expenses of approximately $1.5 million and $4.5 million, respectively, for costs and expenses reimbursable to the Adviser under the terms of the Administration Agreement.
Investment Advisory Agreement
The Investment Advisory Agreement became effective on May 18, 2021. Under the terms of the Investment Advisory Agreement, the Adviser is responsible for managing the Company’s business and activities, including sourcing investment opportunities, conducting research, performing diligence on potential investments, structuring its investments, and monitoring its portfolio companies on an ongoing basis through a team of investment professionals.
The Adviser’s services under the Investment Advisory Agreement are not exclusive, and it is free to furnish similar services to other entities so long as its services to the Company are not impaired.
Unless earlier terminated as described below, the Investment Advisory Agreement will remain in effect for two years from the date it first became effective, and will remain in effect from year-to-year thereafter if approved annually by a majority of the Board or by the holders of a majority of our outstanding voting securities and, in each case, by a majority of independent directors. On May 8, 2023, the Board approved the continuation of the Investment Advisory Agreement.
The Investment Advisory Agreement will automatically terminate within the meaning of the 1940 Act and related SEC guidance and interpretations in the event of its assignment. In accordance with the 1940 Act, without payment of any penalty, the Company may terminate the Investment Advisory Agreement with the Adviser upon 60 days’ written notice. The decision to terminate the agreement may be made by a majority of the Board or the shareholders holding a majority (as defined under the 1940 Act) of the outstanding shares of the Company’s common stock or the Adviser. In addition, without payment of any penalty, the Adviser may generally terminate the Investment Advisory Agreement upon 60 days’ written notice and, in certain circumstances, the Adviser may only be able to terminate the Investment Advisory Agreement upon 120 days’ written notice.
From time to time, the Adviser may pay amounts owed by the Company to third-party providers of goods or services, including the Board, and the Company will subsequently reimburse the Adviser for such amounts paid on its behalf. Amounts payable to the Adviser are settled in the normal course of business without formal payment terms.
Under the terms of the Investment Advisory Agreement, the Company will pay the Adviser a base management fee and may also pay to it certain incentive fees. The cost of both the management fee and the incentive fee will ultimately be borne by the Company’s shareholders.
The management fee is currently payable quarterly in arrears. The management fee is payable at an annual rate of (x) 1.50% of the Company’s average gross assets (excluding cash and cash equivalents, but including assets purchased with borrowed amounts) that is above an asset coverage ratio of 200% calculated in accordance with Sections 18 and 61 of the 1940 Act and (y) 1.00% of the Company’s average gross assets (excluding cash and cash equivalents, but including assets purchased with borrowed amounts) that is below an asset coverage ratio of 200% calculated in accordance with Section 18 and 61 of the 1940 Act, in each case, at the end of the two most recently completed calendar quarters. The management fee for any partial month or quarter, as the case may be, will be appropriately prorated and adjusted for any share issuances or repurchases during the relevant calendar months or quarters, as the case may be.
For the three and nine months ended September 30, 2023, management fees were $47.8 million and $143.9 million, respectively. For the three and nine months ended September 30, 2022, management fees were $46.9 million and $141.2 million, respectively.
62
Blue Owl Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
The incentive fee consists of two components that are independent of each other, with the result that one component may be payable even if the other is not. A portion of the incentive fee is based on the Company’s pre-incentive fee net investment income and a portion is based on the Company’s capital gains. The portion of the incentive fee based on pre-incentive fee net investment income is determined and paid quarterly in arrears commencing with the first calendar quarter following the Listing Date, and equals 100% of the pre-incentive fee net investment income in excess of a 1.5% quarterly “hurdle rate,” until the Adviser has received 17.5% of the total pre-incentive fee net investment income for that calendar quarter and, for pre-incentive fee net investment income in excess of 1.82% quarterly, 17.5% of all remaining pre-incentive fee net investment income for that calendar quarter.
The second component of the incentive fee, the capital gains incentive fee, payable at the end of each calendar year in arrears, equals 17.5% of cumulative realized capital gains from the Listing Date to the end of each calendar year, less cumulative realized capital losses and unrealized capital depreciation from the Listing Date to the end of each calendar year, less the aggregate amount of any previously paid capital gains incentive fee for prior periods. In no event will the capital gains incentive fee payable pursuant to the Investment Advisory Agreement be in excess of the amount permitted by the Advisers Act of 1940, as amended, including Section 205 thereof.
While the Investment Advisory Agreement neither includes nor contemplates the inclusion of unrealized gains in the calculation of the capital gains incentive fee, as required by U.S. GAAP, the Company accrues capital gains incentive fees on unrealized gains. This accrual reflects the incentive fees that would be payable to the Adviser if the Company’s entire investment portfolio was liquidated at its fair value as of the balance sheet date even though the Adviser is not entitled to an incentive fee with respect to unrealized gains unless and until such gains are actually realized.
For the three and nine months ended September 30, 2023, the Company incurred $40.3 million and $117.6 million of performance based incentive fees based on net investment income, respectively. For the three and nine months ended September 30, 2022, the Company incurred $31.1 million and $83.6 million of performance based incentive fees based on net investment income, respectively.
For the three and nine months ended September 30, 2023 and 2022, the Company did not accrue capital gains based incentive fees.
Affiliated Transactions
The Company may be prohibited under the 1940 Act from participating in certain transactions with its affiliates without prior approval of the directors who are not interested persons, and in some cases, the prior approval of the SEC. The Company, the Adviser and certain of their affiliates have been granted an order for exemptive relief (as amended, the “Order”) by the SEC for the Company to co-invest with other funds managed by the Adviser or certain affiliates in a manner consistent with the Company’s investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors. Pursuant to such Order, the Company generally is permitted to co-invest with certain of its affiliates if a “required majority” (as defined in Section 57(o) of the 1940 Act) of the Board make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the transaction, including the consideration to be paid, are reasonable and fair to the Company and its shareholders and do not involve overreaching by the Company or its shareholders on the part of any person concerned, (2) the transaction is consistent with the interests of the Company’s shareholders and is consistent with its investment objective and strategies, (3) the investment by its affiliates would not disadvantage the Company, and the Company’s participation would not be on a basis different from or less advantageous than that on which its affiliates are investing and (4) the proposed investment by the Company would not benefit the Adviser or its affiliates or any affiliated person of any of them (other than the parties to the transaction), except to the extent permitted by the Order and applicable law, including the limitations set forth in Section 57(k) of the 1940 Act. In addition, the Order permits the Company to participate in follow-on investments in its existing portfolio companies with certain affiliates that are private funds, if such private funds did not have an investment in such existing portfolio company.
The Adviser is affiliated with Blue Owl Technology Credit Advisors LLC (“OTCA”), Blue Owl Technology Credit Advisors II LLC ("OTCA II"), Blue Owl Credit Private Fund Advisors LLC (“OPFA”) and Blue Owl Diversified Credit Advisors LLC (“ODCA” together with OTCA, OTCA II, OPFA and the Adviser, the "Blue Owl Credit Advisers"), which are also registered investment advisers. The Blue Owl Credit Advisers are affiliates of Blue Owl and comprise part of Blue Owl's Credit platform, which focuses on direct lending. The Blue Owl Credit Advisers’ allocation policy seeks to ensure equitable allocation of investment opportunities over time between the Company and other funds managed by the Adviser or its affiliates. As a result of the Order, there could be significant overlap in the Company’s investment portfolio and the investment portfolio of the business development companies, private funds and separately managed accounts managed by the Blue Owl Credit Advisers (collectively, the "Blue Owl Credit Clients") and/or other funds managed by the Adviser or its affiliates that could avail themselves of the Order and that have an investment objective similar to the Company's.




63
Blue Owl Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
License Agreement
On July 6, 2023, the Company entered into a license agreement (the “License Agreement”) with an affiliate of Blue Owl, pursuant to which we were granted a non-exclusive license to use the name “Blue Owl.” Under the License Agreement, the Company has a right to use the Blue Owl name for so long as the Adviser or one of its affiliates remains the Company’s investment adviser. Other than with respect to this limited license, the Company will have no legal right to the “Blue Owl” name or logo.
Controlled/Affiliated Portfolio Companies
Under the 1940 Act, the Company is required to separately identify non-controlled investments where it owns 5% or more of a portfolio company’s outstanding voting securities and/or has the power to exercise control over the management or policies of such portfolio company as investments in “affiliated” companies. In addition, under the 1940 Act, the Company is required to separately identify investments where it owns more than 25% of a portfolio company’s outstanding voting securities and/or has the power to exercise control over the management or policies of such portfolio company as investments in “controlled” companies. Under the 1940 Act, “non-affiliated investments” are defined as investments that are neither controlled investments nor affiliated investments. Detailed information with respect to the Company’s non-controlled, non-affiliated; non-controlled, affiliated; and controlled affiliated investments is contained in the accompanying consolidated financial statements, including the consolidated schedule of investments.
The Company has made investments in controlled, affiliated companies, including OBDC SLF, Wingspire, Amergin AssetCo and Fifth Season and in a non-controlled, affiliated company, LSI Financing DAC 1 ("LSI Financing"). For further description of OBDC SLF, see “Note 4. Investments.”
Wingspire is an independent diversified direct lender focused on providing asset-based commercial finance loans and related senior secured loans to U.S.-based middle market borrowers. Wingspire offers a wide variety of asset-based financing solutions to businesses in an array of industries, including revolving credit facilities, machinery and equipment term loans, real estate term loans, first-in/last-out tranches, cash flow term loans, and opportunistic / bridge financings. Wingspire conducts its business through an indirectly owned subsidiary, Wingspire Capital LLC. The Company initially committed $50 million to Wingspire on September 24, 2019, and subsequently made periodic additional commitments to increase its total to $450 million. The Company does not consolidate its equity interest in Wingspire.
Amergin AssetCo was created to invest in a leasing platform focused on railcar and aviation assets. Amergin consists
of Amergin AssetCo and Amergin Asset Management LLC, which has entered into a Servicing Agreement with Amergin AssetCo. The Company made a $90 million equity commitment to Amergin AssetCo on July 1, 2022. The Company increased its commitment to Amergin AssetCo on July 28, 2023 to $110 million, of which $74.4 million is equity and $35.6 million is debt. The Company’s investment in Amergin is a co-investment made with the Company’s affiliates in accordance with the terms of the exemptive relief that the Company received from the SEC. The Company does not consolidate its equity interest in Amergin AssetCo.
Fifth Season is a portfolio company created to invest in life settlement assets. On July 18, 2022, the Company made a $15.9 million equity commitment to Fifth Season. The Company has made periodic increases to its investment in Fifth Season, including $12.3 million and $33.3 million during the three and nine months ended September 30, 2023, respectively. The Company’s investment in Fifth Season is a co-investment with its affiliates in accordance with the terms of the exemptive relief that the Company received from the SEC. The Company does not consolidate its equity interest in Fifth Season.
LSI Financing is a portfolio company formed to acquire contractual rights to revenue pursuant to earnout agreements generally in the life sciences space. On December 14, 2022, the Company made a $6.2 million investment in LSI Financing. The Company has made periodic increases to its investment in LSI Financing, including $15.0 million during the nine months ended September 30, 2023. The Company’s investment in LSI Financing is a co-investment with its affiliates in accordance with the terms of the exemptive relief that we received from the SEC. The Company does not consolidate its equity interest in LSI Financing.

64
Blue Owl Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
Note 4. Investments
The information in the tables below is presented on an aggregate portfolio basis, without regard to whether they are non-controlled non-affiliated, non-controlled affiliated or controlled affiliated investments.
The table below presents the composition of investments at fair value and amortized cost as of the following periods:
September 30, 2023
December 31, 2022
($ in thousands)Amortized CostFair ValueAmortized CostFair Value
First-lien senior secured debt investments(5)
$8,922,221 $8,875,037 $9,388,499 $9,279,179 
Second-lien senior secured debt investments1,851,637 1,783,604 1,934,274 1,860,978 
Unsecured debt investments294,527 276,071 270,714 248,019 
Preferred equity investments(3)
404,951 401,139 361,690 355,261 
Common equity investments(1)
963,321 1,190,595 772,116 977,927 
Joint ventures(2)(4)
386,214 369,712 318,839 288,981 
Total Investments$12,822,871 $12,896,158 $13,046,132 $13,010,345 
_______________
(1)Includes equity investment in Wingspire, Amergin AssetCo, and Fifth Season.
(2)Includes equity investment in OBDC SLF. See below, within Note 4, for more information regarding OBDC SLF.
(3)Includes equity investment in LSI Financing.
(4)This was disclosed as “Investment funds and vehicles” as of December 31, 2022.
(5)Includes investment in Amergin AssetCo.
65
Blue Owl Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
The table below presents the industry composition of investments based on fair value as of the following periods:
September 30, 2023
December 31, 2022
Advertising and media1.4 %1.5 %
Aerospace and defense3.0 2.8 
Asset based lending and fund finance(1)
6.3 4.9 
Automotive2.0 1.5 
Buildings and real estate3.9 3.7 
Business services3.0 2.9 
Chemicals1.3 1.6 
Consumer products3.9 3.9 
Containers and packaging1.3 1.3 
Distribution3.6 4.2 
Education0.8 1.0 
Financial services4.6 5.0 
Food and beverage6.4 6.7 
Healthcare equipment and services4.0 3.9 
Healthcare providers and services4.6 4.5 
Healthcare technology4.7 4.8 
Household products2.3 2.1 
Human resource support services1.5 1.5 
Infrastructure and environmental services1.3 1.2 
Insurance(3)
9.6 9.3 
Internet software and services12.7 13.3 
Joint ventures(2)(5)
2.9 2.2 
Leisure and entertainment1.8 2.2 
Manufacturing5.8 5.8 
Oil and gas0.3 0.8 
Pharmaceuticals(4)
0.2 — 
Professional services3.9 3.5 
Specialty retail2.2 2.2 
Transportation0.7 1.7 
Total100.0 %100.0 %
_______________
(1)Includes investment in Wingspire and Amergin AssetCo.
(2)Includes equity investment in OBDC SLF. See below, within Note 4, for more information regarding OBDC SLF.
(3)Includes equity investment in Fifth Season.
(4)Includes equity investment in LSI Financing.
(5)This was disclosed as “Investment funds and vehicles” as of December 31, 2022.
The table below presents the geographic composition of investments based on fair value as of the following periods:
September 30, 2023
December 31, 2022
United States:
Midwest18.1 %17.5 %
Northeast19.6 20.4 
South34.6 34.4 
West19.7 20.6 
International8.0 7.1 
Total100.0 %100.0 %

66
Blue Owl Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued

Blue Owl Capital Corporation Senior Loan Fund LLC (fka ORCC Senior Loan Fund LLC)
Blue Owl Capital Corporation Senior Loan Fund LLC (fka ORCC Senior Loan Fund LLC) ("OBDC SLF"), a Delaware limited liability company, was formed as a joint venture between the Company and The Regents of the University of California (“Regents”) and commenced operations on June 20, 2017. OBDC SLF’s principal purpose is to make investments, primarily in senior secured loans that are made to middle-market companies or in broadly syndicated loans. Through June 30, 2021, both the Company and Regents had a 50% economic ownership in OBDC SLF. Effective as of June 30, 2021, capital commitments to OBDC SLF were increased to an aggregate of $371.5 million. In connection with this change, the Company increased its economic ownership interest to 87.5% from 50.0% and Regents transferred its remaining economic interest of 12.5% to Nationwide Life Insurance Company (“Nationwide” and together with the Company, the “Members” and each a “Member”). On July 26, 2022, the Members increased their capital commitments in OBDC SLF to an aggregate of $571.5 million. OBDC SLF is managed by the Members, each of which have equal voting rights. Investment decisions must be approved by each of the Members. Except under certain circumstances, contributions to OBDC SLF cannot be redeemed.
The Company has determined that OBDC SLF is an investment company under ASC 946; however, in accordance with such guidance, the Company will generally not consolidate its investment in a company other than a wholly owned investment company subsidiary or a controlled operating company whose business consists of providing services to the Company. Other than for purposes of the 1940 Act, the Company does not believe that it has control over this portfolio company. Accordingly, the Company does not consolidate its non-controlling interest in OBDC SLF.
As of September 30, 2023 and December 31, 2022, OBDC SLF had total investments in senior secured debt at fair value of $1.1 billion and $997.4 million, respectively. The determination of fair value is in accordance with ASC 820; however, such fair value is not included in the Company’s valuation process described herein. The tables below presents a summary of OBDC SLF’s portfolio as well as a listing of the portfolio investments in its portfolio as of the following periods:
($ in thousands)
September 30, 2023
December 31, 2022
Total senior secured debt investments(1)
$1,120,374 $1,045,865 
Weighted average spread over base rate(1)
4.23 %4.05 %
Number of portfolio companies62 56 
Largest funded investment to a single borrower(1)
39,956 40,272 
_______________
(1)At par.


















67
Blue Owl Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
Blue Owl Capital Corporation Senior Loan Fund's Portfolio as of September 30, 2023
($ in thousands)
(Unaudited)

Company(1)(2)(4)(5)		InvestmentInterestMaturity DatePar / UnitsAmortized Cost(3)Fair ValuePercentage of Members' Equity
Debt Investments
Aerospace and defense
Applied Composites Holdings, LLC (fka AC&A Enterprises Holdings, LLC)(9)(11)First lien senior secured loanS +
6.00% (0.75% PIK)
01/2025$34,122 $34,022 $26,563 6.3 %
Applied Composites Holdings, LLC (fka AC&A Enterprises Holdings, LLC)(9)(11)First lien senior secured revolving loanS +
6.00% (0.75% PIK)
01/20253,025 3,022 2,355 0.6 %
Bleriot US Bidco Inc.(6)(11)First lien senior secured loanS + 4.00%10/202825,176 24,981 25,176 6.0 %
Dynasty Acquisition Co., Inc. (dba StandardAero Limited)(10)First lien senior secured loanS + 4.00%08/202819,950 19,754 19,893 4.7 %
82,273 81,779 73,987 17.6 %
Automotive
Holley Inc.(6)(11)First lien senior secured loanS + 3.75%11/202822,613 22,488 21,794 5.2 %
Mavis Tire Express Services Topco Corp.(6)(10)First lien senior secured loanS + 4.00%05/20282,903 2,886 2,893 0.7 %
PAI Holdco, Inc.(6)(11)First lien senior secured loanS + 3.75%10/202713,741 13,373 12,982 3.1 %
39,257 38,747 37,669 9.0 %
Buildings and Real estate
CoreLogic Inc.(6)(10)First lien senior secured loanS + 3.50%06/20287,289 6,854 6,721 1.6 %
Wrench Group LLC(11)First lien senior secured loanS + 4.00%04/202631,759 31,673 31,601 7.5 %
39,048 38,527 38,322 9.1 %
Business Services
Capstone Acquisition Holdings, Inc.(10)First lien senior secured loanS + 4.75%11/202714,259 14,163 14,224 3.4 %
Capstone Acquisition Holdings, Inc.(9)(10)First lien senior secured delayed draw term loanS + 4.75%11/2027911 905 908 0.2 %
CoolSys, Inc.(11)First lien senior secured loanS + 4.75%08/202827,232 26,288 25,121 5.9 %
ConnectWise, LLC(6)(10)First lien senior secured loanS + 3.50%09/202816,703 16,639 16,410 3.9 %
LABL, Inc.(6)(10)First lien senior secured loanS + 5.00%10/20284,783 4,729 4,764 1.1 %
Packers Holdings, LLC(6)(10)First lien senior secured loanS + 3.25%03/202810,295 10,077 6,074 1.4 %
74,183 72,801 67,501 15.9 %
Chemicals
Aruba Investments Holdings LLC (dba Angus Chemical Company)(6)(10)First lien senior secured loanS + 4.00%11/202717,739 17,380 17,363 4.1 %
Cyanco Intermediate 2 Corp.(6)(10)First lien senior secured loanS + 4.75%07/20284,999 4,852 5,002 1.2 %
22,738 22,232 22,365 5.3 %
Consumer Products
Olaplex, Inc.(6)(10)First lien senior secured loanS + 3.50%02/202924,999 24,171 20,844 4.9 %
24,999 24,171 20,844 4.9 %
Containers and Packaging
BW Holding, Inc.(6)(11)First lien senior secured loanS + 4.00%12/202820,987 19,985 18,792 4.4 %
Five Star Lower Holding LLC(11)First lien senior secured loanS + 4.25%05/202925,626 25,318 24,601 5.8 %
Ring Container Technologies Group, LLC(6)(10)First lien senior secured loanS + 3.50%08/202824,563 24,517 24,538 5.8 %
68
Blue Owl Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
Blue Owl Capital Corporation Senior Loan Fund's Portfolio as of September 30, 2023
($ in thousands)
(Unaudited)

Company(1)(2)(4)(5)		InvestmentInterestMaturity DatePar / UnitsAmortized Cost(3)Fair ValuePercentage of Members' Equity
Valcour Packaging, LLC(6)(12)First lien senior secured loanL + 3.75%10/20286,895 6,878 5,530 1.3 %
78,071 76,698 73,461 17.3 %
Distribution
BCPE Empire Holdings, Inc. (dba Imperial-Dade)(6)(10)First lien senior secured loanS + 4.75%12/202824,688 23,798 24,663 5.8 %
Dealer Tire Financial, LLC(10)First lien senior secured loanS + 4.50%12/202730,725 30,112 30,744 7.3 %
SRS Distribution, Inc.(6)(10)First lien senior secured loanS + 3.50%06/20289,800 9,748 9,690 2.3 %
65,213 63,658 65,097 15.4 %
Education
Spring Education Group, Inc. (fka SSH Group Holdings, Inc.)(10)First lien senior secured loanS + 4.50%09/203020,000 19,750 19,750 4.7 %
Sophia, L.P.(10)First lien senior secured loanS + 4.25%10/202719,750 19,597 19,701 4.7 %
39,750 39,347 39,451 9.4 %
Financial Services
Saphilux S.a.r.L (dba IQ EQ)(11)First lien senior secured loanS + 4.75%07/202815,000 14,782 14,775 3.5 %
15,000 14,782 14,775 3.5 %
Food and beverage
Balrog Acquisition, Inc. (dba Bakemark)(6)(10)First lien senior secured loanS + 4.00%09/202824,563 24,370 24,255 5.7 %
Dessert Holdings(10)First lien senior secured loanS + 4.00%06/202825,523 25,385 22,715 5.4 %
Naked Juice LLC (dba Tropicana)(6)(11)First lien senior secured loanS + 3.25%01/20291,975 1,972 1,872 0.3 %
Sovos Brands Intermediate, Inc.(6)(11)First lien senior secured loanS + 3.50%06/202820,724 20,687 20,701 4.9 %
72,785 72,414 69,543 16.3 %
Healthcare equipment and services
Cadence, Inc.(11)First lien senior secured loanS + 5.00%05/202626,231 26,053 25,444 6.0 %
Cadence, Inc.(11)First lien senior secured loanS + 4.75%05/20262,202 2,113 2,136 0.5 %
Cadence, Inc.(7)(11)First lien senior secured revolving loanS + 4.75%05/20264,976 4,963 4,756 1.1 %
Confluent Medical Technologies, Inc.(11)First lien senior secured loanS + 3.75%02/20294,925 4,905 4,839 1.1 %
Medline Borrower, LP(6)(10)First lien senior secured loanS + 3.25%10/202824,625 24,534 24,544 5.8 %
Packaging Coordinators Midco, Inc.(6)(11)First lien senior secured loanS + 3.50%11/20274,899 4,890 4,874 1.2 %
67,858 67,458 66,593 15.7 %
Healthcare providers and services
Confluent Health, LLC(6)(11)First lien senior secured loanS + 4.00%11/202824,651 24,555 23,376 5.5 %
Covetrus, Inc.(11)First lien senior secured loanS + 5.00%10/202914,925 14,124 14,752 3.5 %
HAH Group Holding Company LLC (dba Help at Home)(10)First lien senior secured loanS + 5.00%10/20278,963 8,720 8,784 2.1 %
Phoenix Newco, Inc. (dba Parexel)(6)(10)First lien senior secured loanS + 3.25%11/202827,088 26,983 26,874 6.4 %
Physician Partners, LLC(10)First lien senior secured loanS + 4.00%12/20289,850 9,770 9,346 2.2 %
85,477 84,152 83,132 19.7 %
Healthcare technology
Athenahealth Group Inc.(10)First lien senior secured loanS + 3.25%02/202917,607 17,539 17,249 4.1 %
69
Blue Owl Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
Blue Owl Capital Corporation Senior Loan Fund's Portfolio as of September 30, 2023
($ in thousands)
(Unaudited)

Company(1)(2)(4)(5)		InvestmentInterestMaturity DatePar / UnitsAmortized Cost(3)Fair ValuePercentage of Members' Equity
Bracket Intermediate Holding Corp.(6)(11)First lien senior secured loanS + 5.00%05/202819,949 19,390 19,904 4.7 %
Imprivata, Inc.(6)(10)First lien senior secured loanS + 4.25%12/202719,750 19,160 19,726 4.7 %
PointClickCare Technologies, Inc.(11)First lien senior secured loanS + 4.00%12/20274,863 4,806 4,863 1.2 %
62,169 60,895 61,742 14.7 %
Infrastructure and environmental services
CHA Holding, Inc.(11)First lien senior secured loanS + 4.50%04/202539,956 39,848 39,756 9.4 %
39,956 39,848 39,756 9.4 %
Insurance
Acrisure, LLC(6)(11)First lien senior secured loanS + 5.75%02/20279,925 9,514 9,950 2.4 %
AssuredPartners, Inc.(6)(10)First lien senior secured loanS + 4.25%02/20274,950 4,808 4,947 1.2 %
Asurion, LLC(10)First lien senior secured loanS + 4.25%08/20287,891 7,542 7,654 1.8 %
Broadstreet Partners, Inc.(6)(10)First lien senior secured loanS + 4.00%01/20294,987 4,929 4,982 1.1 %
Integro Parent Inc.(9)(11)First lien senior secured loanS +
12.25% (PIK)
10/20243,598 3,598 3,598 0.8 %
Integro Parent Inc.(7)(9)(11)First lien senior secured revolving loanS + 4.50%10/2024725 725 725 0.2 %
Hyperion Refinance S.à r.l (dba Howden Group)(6)(10)First lien senior secured loanS + 5.25%04/203019,900 19,147 19,876 4.7 %
51,976 50,263 51,732 12.2 %
Internet software and services
Barracuda Networks, Inc.(6)(11)First lien senior secured loanS + 4.50%08/202924,813 24,163 24,537 5.8 %
CDK Global, Inc.(11)First lien senior secured loanS + 4.25%07/202924,813 24,171 24,800 5.9 %
DCert Buyer, Inc.(6)(10)First lien senior secured loanS + 4.00%10/202611,849 11,804 11,759 2.8 %
Fortra, LLC (f/k/a Help/Systems Holdings, Inc.)(6)(11)First lien senior secured loanS + 4.00%11/202614,733 14,659 14,085 3.3 %
76,208 74,797 75,181 17.8 %
Manufacturing
Engineered Machinery Holdings, Inc. (dba Duravant)(11)First lien senior secured loanS + 3.50%05/202834,387 34,262 34,174 8.1 %
Gloves Buyer, Inc. (dba Protective Industrial Products)(10)First lien senior secured loanS + 4.00%12/202714,762 14,616 14,652 3.5 %
Pro Mach Group, Inc.(6)(10)First lien senior secured loanS + 4.00%08/202824,569 24,476 24,572 5.8 %
73,718 73,354 73,398 17.4 %
Professional Services
Apex Group Treasury LLC(6)(11)First lien senior secured loanS + 3.75%07/202832,436 32,348 32,098 7.6 %
Sovos Compliance, LLC(6)(10)First lien senior secured loanS + 4.50%08/202825,325 25,198 24,887 5.9 %
57,761 57,546 56,985 13.5 %
Telecommunications
EOS U.S. Finco LLC(11)First lien senior secured loanS + 6.00%10/202922,348 21,142 21,901 5.2 %
EOS U.S. Finco LLC(7)(8)(11)First lien senior secured loanS + 6.00%10/2029— (61)(51)— %
Park Place Technologies, LLC(6)(10)First lien senior secured loanS + 5.00%11/202714,773 14,388 14,514 3.4 %
37,121 35,469 36,364 8.6 %
Transportation
70
Blue Owl Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
Blue Owl Capital Corporation Senior Loan Fund's Portfolio as of September 30, 2023
($ in thousands)
(Unaudited)

Company(1)(2)(4)(5)		InvestmentInterestMaturity DatePar / UnitsAmortized Cost(3)Fair ValuePercentage of Members' Equity
Safe Fleet Holdings LLC(6)(10)First lien senior secured loanS + 5.00%02/202914,813 14,431 14,813 3.5 %
14,813 14,431 14,813 3.5 %
Total Debt Investments1,120,374 1,103,369 1,082,711 256.2 %
Total Investments$1,120,374 $1,103,369 $1,082,711 256.2 %
_______________
(1)Certain portfolio company investments are subject to contractual restrictions on sales.
(2)Unless otherwise indicated, OBDC SLF’s investments are pledged as collateral supporting the amounts outstanding under OBDC SLF’s credit facility.
(3)The amortized cost represents the original cost adjusted for the amortization or accretion of premiums or discounts, as applicable, on debt investments using the effective interest method.
(4)Unless otherwise indicated, all investments are considered Level 3 investments.
(5)Unless otherwise indicated, loan contains a variable rate structure and may be subject to an interest rate floor. Variable rate loans bear interest at a rate that may be determined by reference to either the London Interbank Offered Rate (“LIBOR” or “L”) (which can include one-, two-, three- or six-month LIBOR), Secured Overnight Financing Rate ("SOFR" or "S," which can include one-, three- or six- month SOFR), or an alternate base rate (which can include the Federal Funds Effective Rate or the Prime Rate), at the borrower’s option, and which reset periodically based on the terms of the loan agreement.
(6)Level 2 investment.
(7)Position or portion thereof is an unfunded loan commitment.
(8)The negative cost is the result of the capitalized discount being greater than the principal amount outstanding on the loan. The negative fair value is the result of the capitalized discount on the loan.
(9)Investment is not pledged as collateral under OBDC SLF’s credit facilities.
(10)The interest rate on these loans is subject to 1 month SOFR, which as of September 30, 2023 was 5.32%.
(11)The interest rate on these loans is subject to 3 month SOFR, which as of September 30, 2023 was 5.40%.
(12)The interest rate on these loans is subject to 6 month LIBOR, which as of September 30, 2023 was 5.90%.

































71
Blue Owl Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
Blue Owl Capital Corporation Senior Loan Fund's Portfolio as of December 31, 2022
($ in thousands)
Company(1)(2)(4)(5)InvestmentInterestMaturity DatePar / UnitsAmortized Cost(3)Fair ValuePercentage of Members' Equity
Debt Investments
Aerospace and defense
Applied Composites Holdings, LLC (fka AC&A Enterprises Holdings, LLC)(7)First lien senior secured loanL +6.00%1/2025$34,111 $33,956 $33,305 10.1 %
Applied Composites Holdings, LLC (fka AC&A Enterprises Holdings, LLC)(7)(13)First lien senior secured revolving loanL +6.00%1/20253,000 2,995 2,928 0.9 %
Bleriot US Bidco Inc.(7)First lien senior secured loanL +4.00%10/202625,368 25,282 25,049 7.6 %
Dynasty Acquisition Co., Inc. (dba StandardAero Limited)(14)First lien senior secured loanS +3.50%4/202638,700 38,602 36,813 11.0 %
101,179 100,835 98,095 29.6 %
Automotive
Holley, Inc.(7)(9)First lien senior secured loanL +3.75%11/202823,202 23,060 20,025 6.1 %
Mavis Tire Express Services Topco Corp. (9) (14)First lien senior secured loanS +4.00%5/20282,925 2,905 2,785 0.8 %
PAI Holdco, Inc.(7)First lien senior secured loanL +3.75%10/20279,887 9,767 8,700 2.6 %
36,014 35,732 31,510 9.5 %
Buildings and Real estate
CoreLogic Inc. (6)(9)First lien senior secured loanL +3.50%6/202812,357 11,545 10,273 3.1 %
Wrench Group, LLC.(7)First lien senior secured loanL +4.00%4/202632,008 31,898 30,890 9.5 %
44,365 43,443 41,163 12.6 %
Business Services
Capstone Acquisition Holdings, Inc. (6)First lien senior secured loanL +4.75%11/20274,953 4,916 4,941 1.5 %
Capstone Acquisition Holdings, Inc. (6)First lien senior secured delayed draw term loanL +4.75%11/2027334 331 333 0.1 %
CoolSys, Inc.(7)First lien senior secured loanL +4.75%8/202813,932 13,817 11,250 3.4 %
CoolSys, Inc.(10)(11)(12)(13)First lien senior secured delayed draw term loanL +4.75%8/2023— (19)(467)— %
ConnectWise, LLC(6)(9)First lien senior secured loanL +3.50%9/202816,830 16,759 15,951 4.8 %
LABL, Inc.(6)First lien senior secured loanL +5.00%10/20287,920 7,819 7,496 2.3 %
Packers Holdings, LLC(6)First lien senior secured loanL +3.25%3/202821,066 20,679 18,327 5.5 %
65,035 64,302 57,831 17.6 %
Chemicals
Aruba Investments Holdings LLC (dba Angus Chemical Company)(6)First lien senior secured loanL +3.75%11/202715,874 15,525 15,398 4.7 %
15,874 15,525 15,398 4.7 %
Consumer Products
Olaplex, Inc.(14)First lien senior secured loanS +3.50%2/202914,925 14,892 14,030 4.2 %
14,925 14,892 14,030 4.2 %
Containers and Packaging
BW Holding, Inc.(15)First lien senior secured loanS +4.00%12/202812,197 11,971 11,221 3.4 %
Five Star Lower Holding LLC (16)First lien senior secured loanS +4.25%5/202921,820 21,540 21,275 6.4 %
Ring Container Technologies Group, LLC (dba Ring Container Technologies)(6)First lien senior secured loanL +3.50%8/202824,750 24,699 24,379 7.4 %
Valcour Packaging, LLC (8)First lien senior secured loanL +3.75%10/20286,948 6,927 6,218 1.9 %
65,715 65,137 63,093 19.1 %
72
Blue Owl Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
Blue Owl Capital Corporation Senior Loan Fund's Portfolio as of December 31, 2022
($ in thousands)
Company(1)(2)(4)(5)InvestmentInterestMaturity DatePar / UnitsAmortized Cost(3)Fair ValuePercentage of Members' Equity
Distribution
BCPE Empire Holdings, Inc. (dba Imperial-Dade) (9)(14)First lien senior secured loanS +4.63%6/202624,813 24,044 24,068 7.3 %
Dealer Tire, LLC(14)First lien senior secured loanS +4.50%12/202535,982 35,091 35,563 10.7 %
SRS Distribution, Inc.(7)First lien senior secured loanL +3.50%6/20289,875 9,816 9,431 2.9 %
70,670 68,951 69,062 20.9 %
Education
Spring Education Group, Inc. (fka SSH Group Holdings, Inc.)(7)First lien senior secured loanL +4.00%7/202533,512 33,470 32,646 9.9 %
Sophia, L.P. (14)First lien senior secured loanS +4.25%10/202719,900 19,723 19,850 6.0 %
53,412 53,193 52,496 15.9 %
Food and beverage
Balrog Acquisition, Inc. (dba Bakemark)(7)First lien senior secured loanL +4.00%9/202824,750 24,533 24,193 7.3 %
Dessert Holdings(7)First lien senior secured loanL +4.00%6/202825,718 25,560 23,789 7.2 %
Eagle Parent Corp.(9)(15)First lien senior secured loanS +4.25%4/20292,722 2,661 2,668 0.8 %
Naked Juice LLC (dba Tropicana)(9)(15)First lien senior secured loanS +3.25%1/20291,990 1,986 1,775 0.5 %
Sovos Brands Intermediate, Inc.(7)(9)First lien senior secured loanL +3.50%6/202820,724 20,683 20,138 6.1 %
75,904 75,423 72,563 21.9 %
Healthcare equipment and services
Cadence, Inc.(6)First lien senior secured loanL +5.00%5/202528,640 28,277 27,793 8.4 %
Cadence, Inc.(6)(10)(13)First lien senior secured revolving loanL +5.00%5/20242,921 2,892 2,704 0.8 %
Confluent Medical Technologies, Inc.(15)First lien senior secured loanS +3.75%2/20294,963 4,940 4,702 1.4 %
Medline Intermediate, LP(6)(9)First lien senior secured loanL +3.25%10/202824,813 24,710 23,547 7.1 %
Packaging Coordinators Midco, Inc.(7)(9)First lien senior secured loanL +3.50%11/20274,937 4,927 4,672 1.4 %
66,274 65,746 63,418 19.1 %
Healthcare providers and services
Confluent Health, LLC(6)First lien senior secured loanL +4.00%11/202820,419 20,331 20,011 6.1 %
Confluent Health, LLC(6)(10)(12)(13)First lien senior secured delayed draw term loanL +4.00%11/20232,514 2,496 2,426 0.7 %
Corgi Bidco, Inc.(9)(15)First lien senior secured loanS +5.00%10/202915,000 14,126 14,018 4.2 %
Phoenix Newco, Inc. (dba Parexel)(6)(9)First lien senior secured loanL +3.25%11/202827,294 27,177 26,240 7.9 %
Physician Partners, LLC(9)(14)First lien senior secured loanS +4.00%12/20289,925 9,836 9,434 2.9 %
75,152 73,966 72,129 21.8 %
Healthcare technology
Athenahealth, Inc.(9)(14)First lien senior secured loanS +3.50%2/202917,741 17,665 15,974 4.8 %
Athenahealth, Inc.(9)(10)(11)(12)(13)(14)First lien senior secured delayed draw term loanS +3.50%8/2023— (4)(206)— %
Imprivata, Inc.(14)First lien senior secured loanS +4.25%12/202719,900 19,305 19,154 0.058
PointClickCare Technologies Inc.(15)First lien senior secured loanS +4.00%12/20279,925 9,794 9,751 3.0 %
47,566 46,760 44,673 13.6 %
Infrastructure and environmental services
73
Blue Owl Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
Blue Owl Capital Corporation Senior Loan Fund's Portfolio as of December 31, 2022
($ in thousands)
Company(1)(2)(4)(5)InvestmentInterestMaturity DatePar / UnitsAmortized Cost(3)Fair ValuePercentage of Members' Equity
CHA Holding, Inc.(7)First lien senior secured loanL +4.50%4/202540,272 40,115 39,466 11.9 %
40,272 40,115 39,466 11.9 %
Insurance
Acrisure, LLC(15)First lien senior secured loanS +5.75%2/202710,000 9,513 9,900 3.0 %
AssuredPartners, Inc.(6)First lien senior secured loanL +4.25%2/20274,988 4,822 4,875 1.5 %
Integro Parent Inc.(15)First lien senior secured loanS +10.25%10/20243,649 3,648 3,638 1.1 %
Integro Parent Inc.(15)First lien senior secured revolving loanS +10.25%10/2024736 736 733 0.2 %
19,373 18,719 19,146 5.8 %
Internet software and services
Barracuda Networks, Inc. (15)First lien senior secured loanS +4.50%8/202925,000 24,282 24,063 7.3 %
CDK Global, Inc.(9)(15)First lien senior secured loanS +4.50%7/202925,000 24,292 24,745 7.5 %
DCert Buyer, Inc. (dba DigiCert)(9)(16)First lien senior secured loanS +4.00%10/202621,993 21,925 21,214 6.4 %
Help/Systems Holdings, Inc.(15)First lien senior secured loanS +4.00%11/202614,847 14,773 13,325 4.0 %
86,840 85,272 83,347 25.2 %
Manufacturing
Engineered Machinery Holdings (dba Duravant)(7)First lien senior secured loanL +3.75%5/202834,649 34,508 33,483 10.1 %
Gloves Buyer, Inc. (dba Protective Industrial Products)(6)First lien senior secured loanL +4.00%12/202714,875 14,706 14,763 4.7 %
Pro Mach Group, Inc.(6)(9)First lien senior secured loanL +4.00%8/202824,757 24,652 24,039 7.3 %
74,281 73,866 72,285 22.1 %
Professional Services
Apex Group Treasury, LLC(7)(9)First lien senior secured loanL +3.75%7/202832,685 32,584 31,050 9.4 %
Sovos Compliance, LLC(6)First lien senior secured loanL +4.50%8/202825,518 25,374 23,477 7.1 %
58,203 57,958 54,527 16.5 %
Telecommunications
ETC Group(15)First lien senior secured loanS +6.00%10/20295,000 4,609 4,763 1.4 %
Park Place Technologies, LLC(9) (14)First lien senior secured loanS +5.00%11/202714,886 14,443 13,987 4.2 %
19,886 19,052 18,750 5.6 %
Transportation
Safe Fleet Holdings(14)First lien senior secured loanS +5.00%2/202914,925 14,501 14,403 4.4 %
14,925 14,501 14,403 4.4 %
Total Debt Investments1,045,865 1,033,388 997,385 302.0 %
Total Investments$1,045,865 $1,033,388 $997,385 302.0 %
_______________
(1)Certain portfolio company investments are subject to contractual restrictions on sales.
(2)Unless otherwise indicated, OBDC SLF’s investments are pledged as collateral supporting the amounts outstanding under OBDC SLF’s credit facility.
(3)The amortized cost represents the original cost adjusted for the amortization or accretion of premiums or discounts, as applicable, on debt investments using the effective interest method.
(4)Unless otherwise indicated, all investments are considered Level 3 investments.
(5)Unless otherwise indicated, loan contains a variable rate structure and may be subject to an interest rate floor. Variable rate loans bear interest at a rate that may be determined by reference to either the London Interbank Offered Rate (“LIBOR” or “L”) (which can include one-, two-, three- or six-month LIBOR), Secured Overnight Financing Rate ("SOFR" or "S," which can include one-, three- or six-
74
Blue Owl Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
month SOFR), or an alternate base rate (which can include the Federal Funds Effective Rate or the Prime Rate), at the borrower’s option, and which reset periodically based on the terms of the loan agreement.
(6)The interest rate on these loans is subject to 1 month LIBOR, which as of December 31, 2022 was 4.39%.
(7)The interest rate on these loans is subject to 3 month LIBOR, which as of December 31, 2022 was 4.77%.
(8)The interest rate on these loans is subject to 6 month LIBOR, which as of December 31, 2022 was 5.14%.
(9)Level 2 investment.
(10)Position or portion thereof is an unfunded loan commitment.
(11)The negative cost is the result of the capitalized discount being greater than the principal amount outstanding on the loan. The negative fair value is the result of the capitalized discount on the loan.
(12)The date disclosed represents the commitment period of the unfunded term loan. Upon expiration of the commitment period, the funded portion of the term loan may be subject to a longer maturity date.
(13)Investment is not pledged as collateral under OBDC SLF’s credit facilities.
(14)The interest rate on these loans is subject to 1 month SOFR, which as of December 31, 2022 was 4.36%.
(15)The interest rate on these loans is subject to 3 month SOFR, which as of December 31, 2022 was 4.59%.
(16)The interest rate on these loans is subject to 6 month SOFR, which as of December 31, 2022 was 4.78%.

75

The table below presents selected balance sheet information for OBDC SLF as of the following periods:
($ in thousands)
September 30, 2023 (Unaudited)
December 31, 2022
Assets
Investments at fair value (amortized cost of $1,103,369 and $1,033,388, respectively)
$1,082,711 $997,385 
Cash38,217 27,914 
Interest receivable7,505 3,920 
Receivable for investments sold$2,198 $— 
Prepaid expenses and other assets58,105 6,108 
Total Assets$1,188,736 $1,035,327 
Liabilities
Debt (net of unamortized debt issuance costs of $5,240 and $6,117, respectively)
$719,643 $685,265 
Distributions payable14,449 11,095 
Payable for investments purchased21,502 — 
Accrued expenses and other liabilities10,615 8,703 
Total Liabilities$766,209 $705,063 
Members' Equity
Members' Equity422,527 330,264 
Members' Equity422,527 330,264 
Total Liabilities and Members' Equity$1,188,736 $1,035,327 
    

The table below presents selected statement of operations information for OBDC SLF for the following periods:
For the Three Months Ended September 30,
For the Nine Months Ended September 30,
($ in thousands)
2023
2022
2023
2022
Investment Income
Interest income$29,362 $19,140 $79,868 $41,884 
Other income91 772 222 1,993 
Total Investment Income29,453 19,912 80,090 43,877 
Expenses
Interest expense13,817 7,419 37,873 14,965 
Professional fees336 243 823 719 
Total Expenses14,153 7,662 38,696 15,684 
Net Investment Income Before Taxes15,300 12,250 41,394 28,193 
Tax expense (benefit)(920)436 272 (184)
Net Investment Income After Taxes$16,220 $11,814 $41,122 $28,377 
Net Realized and Change in Unrealized Gain (Loss) on Investments
Net change in unrealized gain (loss) on investments4,767 599 15,345 (33,610)
Net realized gain on investments(1,500)— (3,146)20 
Total Net Realized and Change in Unrealized Gain (Loss) on Investments3,267 599 12,199 (33,590)
Net Increase in Members' Equity Resulting from Operations$19,487 $12,413 $53,321 $(5,213)

76
Blue Owl Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
Note 5. Fair Value of Investments
Investments
The tables below present the fair value hierarchy of investments as of the following periods:
Fair Value Hierarchy as of September 30, 2023
($ in thousands)Level 1Level 2Level 3Total
First-lien senior secured debt investments(1)
$— $— $8,875,037 $8,875,037 
Second-lien senior secured debt investments— 98,992 1,684,612 1,783,604 
Unsecured debt investments— 11,637 264,434 276,071 
Preferred equity investments(4)
— — 401,139 401,139 
Common equity investments(2)
1,086 — 1,189,509 1,190,595 
Subtotal$1,086 $110,629 $12,414,731 $12,526,446 
Investments measured at NAV(3)
— — — 369,712 
Total Investments at fair value$1,086 $110,629 $12,414,731 $12,896,158 
_______________
(1)Includes debt investment in Amergin AssetCo
(2)Includes equity investment in Wingspire, Amergin AssetCo, and Fifth Season.
(3)Includes equity investment in OBDC SLF.
(4)Includes equity investment in LSI Financing.

Fair Value Hierarchy as of December 31, 2022
($ in thousands)Level 1Level 2Level 3Total
First-lien senior secured debt investments$— $— $9,279,179 $9,279,179 
Second-lien senior secured debt investments— 43,692 1,817,286 1,860,978 
Unsecured debt investments— 10,579 237,440 248,019 
Preferred equity investments(3)
— — 355,261 355,261 
Common equity investments(1)
816 — 977,111 977,927 
Subtotal$816 $54,271 $12,666,277 $12,721,364 
Investments measured at NAV(2)
— — — 288,981 
Total Investments at fair value$816 $54,271 $12,666,277 $13,010,345 
_______________
(1)Includes equity investment in Wingspire.
(2)Includes equity investment in OBDC SLF.
(3)Includes equity investment in LSI Financing.

















77
Blue Owl Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
The tables below present the changes in the fair value of investments for which Level 3 inputs were used to determine the fair value as of and for the following periods:

As of and for the Three Months Ended September 30, 2023
($ in thousands)First-lien senior secured debt
investments		Second-lien senior secured
debt investments		Unsecured debt investmentsPreferred equity investmentsCommon equity
investments		Total
Fair value, beginning of period$8,885,986 $1,703,509 $262,402 $400,625 $1,131,330 $12,383,852 
Purchases of investments, net452,554 (14)— 406 56,890 509,836 
Payment-in-kind27,929 4,218 9,496 5,622 186 47,451 
Proceeds from investments, net(525,076)— — (5,195)— (530,271)
Net change in unrealized gain (loss)8,790 (4,910)(7,587)(920)1,103 (3,524)
Net realized gains (losses)3 — — 232 — 235 
Net amortization/accretion of discount/premium on investments11,926 772 123 369 — 13,190 
Transfers between investment types— — — — — — 
Transfers into (out of) Level 3(1)
12,925 (18,963)— — — (6,038)
Fair value, end of period$8,875,037 $1,684,612 $264,434 $401,139 $1,189,509 $12,414,731 
_______________
(1)Transfers between levels, if any, are recognized at the beginning of the period in which the transfers occur. For the period ended September 30, 2023, transfers out of Level 3 into Level 2 were a result of changes in the observability of significant inputs for certain portfolio companies.

As of and for the Nine Months Ended September 30, 2023
($ in thousands)First-lien senior secured
debt investments		Second-lien senior secured
debt investments		Unsecured debt
investments		Preferred equity
investments		Common equity
investments		Total
Fair value, beginning of period$9,279,179 $1,817,286 $237,440 $355,261 $977,111 $12,666,277 
Purchases of investments, net817,703 (24)— 22,326 155,265 995,270 
Payment-in-kind98,182 11,933 22,954 26,694 528 160,291 
Proceeds from investments, net(1,309,289)(55,050)(192)(6,784)(12,400)(1,383,715)
Net change in unrealized gain (loss)62,391 (100)3,903 2,618 21,186 89,998 
Net realized gains (losses)(52,362)— (23)232 — (52,153)
Net amortization/accretion of discount/premium on investments27,539 2,819 352 840 — 31,550 
Transfers between investment types(47,819)— — — 47,819 — 
Transfers into (out of) Level 3(1)(487)(92,252)— (48)— (92,787)
Fair value, end of period$8,875,037 $1,684,612 $264,434 $401,139 $1,189,509 $12,414,731 
_______________
(1)Transfers between levels, if any, are recognized at the beginning of the period in which the transfers occur. For the period ended September 30, 2023, transfers out of Level 3 into Level 2 were a result of changes in the observability of significant inputs for certain portfolio companies.
78
Blue Owl Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
As of and for the Three Months Ended September 30, 2022
($ in thousands)First-lien senior secured debt
investments		Second-lien senior secured
debt investments		Unsecured debt investments
Preferred equity investments
Common equity
investments
Total
Fair value, beginning of period$9,242,688 $1,763,979 $269,752 $296,766 $730,326 $12,303,511 
Purchases of investments, net1,233,610 36,326 — 24,302 51,092 1,345,330 
Payment-in-kind19,822 1,948 6,224 3,872 159 32,025 
Proceeds from investments, net(1,279,615)(11,688)(22,512)— (8,575)(1,322,390)
Net change in unrealized gain (loss)37,819 (7,765)(14,343)4,295 70,977 90,983 
Net realized gains (losses)494 — (1,865)— — (1,371)
Net amortization of discount on investments8,946 811 119 216 — 10,092 
Transfers into (out of) Level 3(1)
— (32,689)— — — (32,689)
Fair value, end of period$9,263,764 $1,750,922 $237,375 $329,451 $843,979 $12,425,491 
_______________
(1)Transfers between levels, if any, are recognized at the beginning of the period in which the transfers occur. For the three months ended September 30, 2022, transfers out of Level 3 into Level 2 were a result of changes in the observability of significant inputs for certain portfolio companies.

As of and for the Nine Months Ended September 30, 2022
($ in thousands)First-lien senior secured
debt investments		Second-lien senior secured
debt investments		Unsecured debt
investments		Preferred equity
investments		Common equity
investments		Total
Fair value, beginning of period$9,539,774 $1,921,447 $196,485 $260,869 $571,616 $12,490,191 
Purchases of investments, net4,157,703 337,290 89,239 98,241 330,519 5,012,992 
Payment-in-kind64,774 7,689 15,002 13,303 467 101,235 
Proceeds from investments, net(4,432,479)(335,797)(22,512)(33,693)(137,306)(4,961,787)
Net change in unrealized gain (loss)(95,391)(80,797)(39,286)(14,933)78,683 (151,724)
Net realized gains (losses)670 — (1,865)4,482 — 3,287 
Net amortization of discount on investments29,227 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.













79
Blue Owl Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
The table below presents the net change in unrealized gains on investments for which Level 3 inputs were used in determining the fair value that are still held by the Company for the following periods:

Net change in unrealized gain (loss) for the Three Months Ended September 30, 2023 on Investments Held at September 30, 2023
Net change in unrealized gain (loss) for the Three Months Ended September 30, 2022 on Investments Held at September 30, 2022
First-lien senior secured debt investments$8,740 $28,663 
Second-lien senior secured debt investments(4,910)(7,756)
Unsecured debt investments(7,587)(14,345)
Preferred equity investments(921)4,295 
Common equity investments1,112 73,339 
Total Investments$(3,566)$84,196 

Net change in unrealized gain (loss) for the Nine Months Ended September 30, 2023 on Investments Held at September 30, 2023
Net change in unrealized gain (loss) for the Nine Months Ended September 30, 2022 on Investments Held at September 30, 2022
First-lien senior secured debt investments$14,469 $(97,931)
Second-lien senior secured debt investments(100)(80,309)
Unsecured debt investments3,903 (39,287)
Preferred equity investments2,617 (14,675)
Common equity investments69,014 75,774 
Total Investments$89,903 $(156,428)























80
Blue Owl Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
The following tables present quantitative information about the significant unobservable inputs of the Company’s Level 3 investments as of the following periods. The weighted average range of unobservable inputs is based on fair value of investments. The tables are not intended to be all-inclusive but instead capture the significant unobservable inputs relevant to the Company’s determination of fair value.

As of September 30, 2023
($ in thousands)Fair ValueValuation TechniqueUnobservable Input(Range) Weighted AverageImpact to Valuation from an
Increase in Input
First-lien senior secured debt investments$8,614,432 Yield AnalysisMarket Yield
(8.9% - 27.3%) 13.4%
Decrease
200,596 Recent TransactionTransaction Price
(97.0% - 100.0%) 98.9%
Increase
60,009 Collateral AnalysisRecovery Rate
(85.5% - 85.5%) 85.5%
Increase
Second-lien senior secured debt investments$1,676,175 Yield AnalysisMarket Yield
(12.1% - 29.8%) 16.2%
Decrease
8,437 Collateral AnalysisRecovery Rate
(13.3% - 13.3%) 13.3%
Increase
Unsecured debt investments$258,662 Yield AnalysisMarket Yield
(11.7% - 18.0%) 13.2%
Decrease
5,772 Market ApproachEBITDA Multiple
(12.4x - 12.4x) 12.4x
Increase
Preferred equity investments$401,139 Yield AnalysisMarket Yield
(11.4% - 26.3%) 16.0%
Decrease
Common equity investments$952,960 Market ApproachEBITDA Multiple
(1.2x - 19.3x) 4.6x
Increase
188,172 Recent TransactionTransaction Price
(100.0% - 100.0%) 100.0%
Increase
34,288 Market ApproachRevenue
(1.9x - 14.3x) 10.3x
Increase
9,416 Yield AnalysisMarket Yield
(8.0% - 8%) 8%
Decrease
4,533 Market ApproachTransaction Price
($77.00 - $77.00) $77.00
Increase
140 Market ApproachGross Profit
(10.0x - 10.0x) 10.0x
Increase

81
Blue Owl Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
As of December 31, 2022
($ in thousands)Fair ValueValuation TechniqueUnobservable InputRange (Weighted Average)Impact to Valuation from an
Increase in Input
First-lien senior secured debt investments$9,148,610 Yield AnalysisMarket Yield
(8.2% - 42.0%) 13.1%
Decrease
86,606 Recent TransactionTransaction Price
(97.5% - 99.0%) 97.8%
Increase
43,963 Collateral AnalysisRecovery Rate
(51.0% - 51.0%) 51.0%
Increase
Second-lien senior secured debt investments
$1,806,340 Yield AnalysisMarket Yield
(12.6% - 21.0%) 16.0%
Decrease
6,048 Collateral AnalysisRecovery Rate
(9.5% - 9.5%) 9.5%
Increase
4,898 Recent TransactionTransaction Price
(98.0% - 98.0%) 98.0%
Increase
Unsecured debt investments
$232,280 Yield AnalysisMarket Yield
(10.4% - 20.2%) 12.4%
Decrease
5,160 Market ApproachEBITDA Multiple
(14.3x - 14.3x) 14.3x
Increase
Preferred equity investments$339,821 Yield AnalysisMarket Yield
(11.9% - 17.9%) 14.1%
Decrease
15,395 Recent TransactionTransaction Price
(96.5% - 100.0%) 97.9%
Increase
45 Market ApproachEBITDA Multiple
(11.5x - 11.5x) 11.5x
Increase
Common equity investments$848,356 Market ApproachEBITDA Multiple
(1.2x - 23.3x) 5.5x
Increase
25,241 Market ApproachRevenue
(0.8x - 16.6x) 12.2x
Increase
99,210 Recent TransactionTransaction Price
(100% - 100%) 100%
Increase
4,215 Market ApproachTransaction Price
($75.31 - $75.31) $75.31
Increase
89 Market ApproachGross Profit
(8.5x - 8.5x) 8.5x
Increase

The Company typically determines the fair value of its performing Level 3 debt investments utilizing a yield analysis. In a yield analysis, a price is ascribed for each investment based upon an assessment of current and expected market yields for similar investments and risk profiles. Additional consideration is given to the expected life, portfolio company performance since close, and other terms and risks associated with an investment. Among other factors, a determinant of risk is the amount of leverage used by the portfolio company relative to its total enterprise value, and the rights and remedies of the Company’s investment within the portfolio company’s capital structure.
When the debtor is not performing or when there is insufficient value to cover the investment, the Company may utilize a net recovery approach to determine the fair value of debt investments in subject companies. A net recovery analysis typically consists of two steps. First, the total enterprise value for the subject company is estimated using standard valuation approaches, most commonly the market approach. Second, the fair value for each investment in the subject company is then estimated by allocating the subject company’s total enterprise value to the outstanding securities in the capital structure based upon various factors, including seniority, preferences, and other features if deemed relevant to each security in the capital structure.
Significant unobservable quantitative inputs typically used in the fair value measurement of the Company’s Level 3 debt investments primarily include current market yields, including relevant market indices, but may also include quotes from brokers, dealers, and pricing services as indicated by comparable investments. For the Company’s Level 3 equity investments, a market approach, based on comparable publicly-traded company and comparable market transaction multiples of revenues, earnings before income taxes, depreciation and amortization (“EBITDA”) or some combination thereof and comparable market transactions typically would be used.

82
Blue Owl Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
Debt Not Carried at Fair Value
Fair value is estimated by discounting remaining payments using applicable current market rates, which take into account changes in the Company’s marketplace credit ratings, or market quotes, if available. The table below presents the carrying and fair values of the Company’s debt obligations as of the following periods:
September 30, 2023
December 31, 2022
($ in thousands)
Net Carrying
Value(1)
Fair Value
Net Carrying
Value(2)
Fair Value
Revolving Credit Facility$408,806 $408,806 $542,453 $542,453 
SPV Asset Facility II135,617 135,617 245,368 245,368 
SPV Asset Facility III— — 249,372 249,372 
CLO I384,328 384,328 387,321 387,321 
CLO II257,405 257,405 257,206 257,206 
CLO III258,263 258,263 258,145 258,145 
CLO IV288,061 288,061 287,777 287,777 
CLO V506,941 506,941 506,792 506,792 
CLO VI258,396 258,396 258,271 258,271 
CLO VII237,232 237,232 237,155 237,155 
CLO X258,093 258,093 — — 
2024 Notes392,062 397,000 384,851 395,000 
2025 Notes422,459 403,750 421,242 399,500 
July 2025 Notes496,670 468,750 495,347 462,500 
2026 Notes494,772 467,500 493,162 461,250 
July 2026 Notes986,434 897,500 982,993 875,000 
2027 Notes439,095 430,000 438,332 412,500 
2028 Notes837,765 699,125 835,957 673,625 
Total Debt$7,062,399 $6,756,767 $7,281,744 $6,909,235 
_______________
(1)The carrying value of the Company’s Revolving Credit Facility, SPV Asset Facility II, CLO I, CLO II, CLO III, CLO IV, CLO V, CLO VI, CLO VII, CLO X, 2024 Notes, 2025 Notes, July 2025 Notes, 2026 Notes, July 2026 Notes, 2027 Notes and 2028 Notes are presented net of deferred financing costs of $12.2 million, $4.4 million, $2.5 million, $2.6 million, $1.7 million, $4.4 million, $2.7 million, $1.6 million, $1.9 million, $1.9 million, $1.2 million, $2.6 million, $3.3 million, $5.2 million, $13.6 million, $6.5 million and $12.2 million, respectively.
(2)The carrying value of the Company’s Revolving Credit Facility, SPV Asset Facility II, SPV Asset Facility III, CLO I, CLO II, CLO III, CLO IV, CLO V, CLO VI, CLO VII, 2024 Notes, 2025 Notes, July 2025 Notes, 2026 Notes, July 2026 Notes, 2027 Notes and 2028 Notes are presented net of deferred financing costs of $14.7 million, $4.6 million, $0.6 million, $2.7 million, $2.8 million, $1.9 million, $4.7 million, $2.8 million, $1.7 million, $2.0 million, $2.9 million, $3.8 million, $4.7 million, $6.8 million, $17.0 million, $7.9 million and $14.0 million, respectively.

The below table presents the fair value measurements of the Company’s debt obligations as of the following periods:
($ in thousands)
September 30, 2023
December 31, 2022
Level 1$— $— 
Level 23,763,625 3,679,375 
Level 32,993,142 3,229,860 
Total Debt$6,756,767 $6,909,235 
Financial Instruments Not Carried at Fair Value
As of September 30, 2023 and December 31, 2022, the carrying amounts of the Company’s assets and liabilities, other than investments at fair value and debt, approximate fair value due to their short maturities.
83
Blue Owl Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
Note 6. Debt
In accordance with the 1940 Act, with certain limitations, the Company is allowed to borrow amounts such that its asset coverage, as defined in the 1940 Act, is at least 150%. As of September 30, 2023 and December 31, 2022, the Company’s asset coverage was 183% and 179%, respectively.
The below tables present the debt obligations for the following periods:
September 30, 2023
($ in thousands)Aggregate Principal CommittedOutstanding Principal
Amount Available(1)
Net Carrying Value(2)
Revolving Credit Facility(3)(5)
$1,795,000 $420,964 $1,318,591 $408,806 
SPV Asset Facility II250,000 140,000 110,000 135,617 
CLO I386,806 386,806 — 384,328 
CLO II260,000 260,000 — 257,405 
CLO III260,000 260,000 — 258,263 
CLO IV292,500 292,500 — 288,061 
CLO V509,625 509,625 — 506,941 
CLO VI260,000 260,000 — 258,396 
CLO VII239,150 239,150 — 237,232 
CLO X260,000 260,000 — 258,093 
2024 Notes(4)
400,000 400,000 — 392,062 
2025 Notes425,000 425,000 — 422,459 
July 2025 Notes500,000 500,000 — 496,670 
2026 Notes500,000 500,000 — 494,772 
July 2026 Notes1,000,000 1,000,000 — 986,434 
2027 Notes(4)
500,000 500,000 — 439,095 
2028 Notes850,000 850,000 — 837,765 
Total Debt$8,688,081 $7,204,045 $1,428,591 $7,062,399 
______________
(1)The amount available reflects any collateral related limitations at the Company level related to each credit facility’s borrowing base.
(2)The carrying value of the Company’s Revolving Credit Facility, SPV Asset Facility II, CLO I, CLO II, CLO III, CLO IV, CLO V, CLO VI, CLO VII, CLO X, 2024 Notes, 2025 Notes, July 2025 Notes, 2026 Notes, July 2026 Notes, 2027 Notes and 2028 Notes are presented net of deferred financing costs of $12.2 million, $4.4 million, $2.5 million, $2.6 million, $1.7 million, $4.4 million, $2.7 million, $1.6 million, $1.9 million, $1.9 million, $1.2 million, $2.6 million, $3.3 million, $5.2 million, $13.6 million, $6.5 million and $12.2 million respectively.
(3)Includes the unrealized translation gain (loss) on borrowings denominated in foreign currencies.
(4)Inclusive of change in fair market value of effective hedge.
(5)The amount available is reduced by $55.4 million of outstanding letters of credit.
84
Blue Owl Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
December 31, 2022
($ in thousands)Aggregate Principal CommittedOutstanding Principal
Amount Available(1)
Net Carrying Value(2)
Revolving Credit Facility(3)(5)
$1,855,000 $557,144 $1,253,057 $542,453 
SPV Asset Facility II350,000 250,000 100,000 245,368 
SPV Asset Facility III250,000 250,000 — 249,372 
CLO I390,000 390,000 — 387,321 
CLO II260,000 260,000 — 257,206 
CLO III260,000 260,000 — 258,145 
CLO IV292,500 292,500 — 287,777 
CLO V509,625 509,625 — 506,792 
CLO VI260,000 260,000 — 258,271 
CLO VII239,150 239,150 — 237,155 
2024 Notes(4)
400,000 400,000 — 384,851 
2025 Notes425,000 425,000 — 421,242 
July 2025 Notes500,000 500,000 — 495,347 
2026 Notes500,000 500,000 — 493,162 
July 2026 Notes1,000,000 1,000,000 — 982,993 
2027 Notes(4)
500,000 500,000 — 438,332 
2028 Notes850,000 850,000 — 835,957 
Total Debt$8,841,275 $7,443,419 $1,353,057 $7,281,744 
______________
(1)The amount available reflects any limitations related to each credit facility’s borrowing base.
(2)The carrying value of the Company’s Revolving Credit Facility, SPV Asset Facility II, SPV Asset Facility III, CLO I, CLO II, CLO III, CLO IV, CLO V, CLO VI, CLO VII, 2024 Notes, 2025 Notes, July 2025 Notes, 2026 Notes, July 2026 Notes, 2027 Notes and 2028 Notes are presented net of deferred financing costs of $14.7 million, $4.6 million, $0.6 million, $2.7 million, $2.8 million, $1.9 million, $4.7 million, $2.8 million, $1.7 million, $2.0 million, $2.9 million, $3.8 million, $4.7 million, $6.8 million, $17.0 million, $7.9 million and $14.0 million respectively.
(3)Includes the unrealized translation gain (loss) on borrowings denominated in foreign currencies.
(4)Inclusive of change in fair market value of effective hedge.
(5)The amount available is reduced by $44.8 million of outstanding letters of credit.

The table below presents the components of interest expense for the following periods:
For the Three Months Ended September 30,
For the Nine Months Ended September 30,
($ in thousands)
2023
2022
2023
2022
Interest expense$103,931 $73,539 $304,398 $184,354 
Amortization of debt issuance costs6,152 6,311 20,577 21,133 
Net change in unrealized gain (loss) on effective interest rate swaps and hedged items(1)
362 1,360 (559)4,448 
Total Interest Expense$110,445 $81,210 $324,416 $209,935 
Average interest rate5.6 %3.9 %5.4 %3.4 %
Average daily borrowings$7,260,470 $7,368,456 $7,396,054 $7,218,099 
______________
(1)Refer to the 2023 Notes, 2024 Notes and 2027 Notes for details on each facility’s interest rate swap.






85
Blue Owl Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
Credit Facilities
The Company’s credit facilities contain customary covenants, including certain limitations on the incurrence by us of additional indebtedness and on our ability to make distributions to our shareholders, or redeem, repurchase or retire shares of stock, upon the occurrence of certain events, and customary events of default (with customary cure and notice provisions).
Description of Facilities
Revolving Credit Facility
On August 26, 2022, the Company entered into an Amended and Restated Senior Secured Revolving Credit Agreement (the “Revolving Credit Facility”), which amends and restates in its entirety that certain Senior Secured Revolving Credit Agreement, dated as of February 1, 2017 (as amended, restated, supplemented or otherwise modified prior to August 26, 2022). The parties to the Revolving Credit Facility include the Company, as Borrower, the lenders from time to time parties thereto (each a “Revolving Credit Lender” and collectively, the “Revolving Credit Lenders”) and Truist Bank, as Administrative Agent.
The Revolving Credit Facility is guaranteed by certain domestic subsidiaries of the Company in existence as of the closing date of the Revolving Credit Facility, and will be guaranteed by certain domestic subsidiaries of the Company that are formed or acquired by the Company in the future (collectively, the “Guarantors”). Proceeds of the Revolving Credit Facility may be used for general corporate purposes, including the funding of portfolio investments.
The maximum principal amount of the Revolving Credit Facility is $1.8 billion (decreased from $1.86 billion on April 4, 2023), subject to availability under the borrowing base, which is based on the Company’s portfolio investments and other outstanding indebtedness. The amount available for borrowing under the Revolving Credit Facility is reduced by any standby letters of credit issued through the Revolving Credit Facility. Maximum capacity under the Revolving Credit Facility may be increased to $2.8 billion through the Company’s exercise of an uncommitted accordion feature through which existing and new lenders may, at their option, agree to provide additional financing. The Revolving Credit Facility includes a $200 million limit for swingline loans and is secured by a perfected first-priority interest in substantially all of the portfolio investments held by the Company and each Guarantor, subject to certain exceptions.
The availability period under the Revolving Credit Facility terminated on March 31, 2023, with respect to $60 million of commitments, and will terminate on September 3, 2024, with respect to $15 million of commitments (together, the "Non-Extending Commitments"), and on August 26, 2026, with respect to the remaining commitments (such remaining commitments, the "Extending Commitments") (together, the “Revolving Credit Facility Commitment Termination Date”). The Revolving Credit Facility will mature on September 3, 2025, with respect to $15 million of commitments, and on August 26, 2027, with respect to the remaining commitments (together, the “Revolving Credit Facility Maturity Date”). During the period from the earliest Revolving Credit Facility Commitment Termination Date to the final Revolving Credit Facility Maturity Date, the Company will be obligated to make mandatory prepayments under the Revolving Credit Facility out of the proceeds of certain asset sales and other recovery events and equity and debt issuances.
The Company may borrow amounts in U.S. dollars or certain other permitted currencies. Amounts drawn under the Revolving Credit Facility with respect to the Extending Commitments in U.S. dollars will bear interest at either (i) term SOFR plus any applicable credit adjustment spread plus margin of either 1.875% per annum or, if the gross borrowing base is greater than or equal to the product of 1.60 and the combined debt amount, 1.75% per annum or (ii) the alternative base rate plus margin of either 0.875% per annum or, if the gross borrowing base is greater than or equal to the product of 1.60 and the combined debt amount, 0.75% per annum. Amounts drawn under the Revolving Credit Facility with respect to the Non-Extending Commitments in U.S. Dollars will bear interest at either (i) term SOFR plus any applicable credit adjustment spread plus margin of 2.00% per annum or (ii) the alternative base rate plus margin of 1.00% per annum. With respect to loans denominated in U.S. dollars, the Company may elect either term SOFR or the alternative base rate at the time of drawdown, and such loans may be converted from one rate to another at any time at the Company’s option, subject to certain conditions. Amounts drawn under the Revolving Credit Facility with respect to the Extending Commitments in other permitted currencies will bear interest at the relevant rate specified therein (including any applicable credit adjustment spread) plus margin of either 1.875% per annum or, if the gross borrowing base is greater than or equal to the product of 1.60 and the combined debt amount, 1.75% per annum. Amounts drawn under the Revolving Credit Facility with respect to the Non-Extending Commitments in other permitted currencies will bear interest at the relevant rate specified therein (including any applicable credit adjustment spread) plus margin of 2.00% per annum. The Company will also pay a fee of 0.375% on undrawn amounts under the Revolving Credit Facility.
The Revolving Credit Facility includes customary covenants, including certain limitations on the incurrence by the Company of additional indebtedness and on the Company’s ability to make distributions to the Company’s shareholders, or redeem, repurchase or retire shares of stock, upon the occurrence of certain events and certain financial covenants related to asset coverage and other maintenance covenants, as well as customary events of default. The Revolving Credit Facility requires a minimum asset coverage ratio with respect to the consolidated assets of the Company and its subsidiaries to senior securities that constitute indebtedness of no less than 1.50 to 1.00 at any time.
86
Blue Owl Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
SPV Asset Facilities
SPV Asset Facility II
On May 22, 2018, ORCC Financing II LLC (“ORCC Financing II”), a Delaware limited liability company and subsidiary of the Company, entered into a Credit Agreement (as amended, the “SPV Asset Facility II”), with ORCC Financing II, as Borrower, the lenders from time to time parties thereto (the “SPV Asset Facility II Lenders”), Natixis, New York Branch, as Administrative Agent, State Street Bank and Trust Company, as Collateral Agent, and Cortland Capital Market Services LLC as Document Custodian. The parties to the SPV Asset Facility II have entered into various amendments, including to admit new lenders, increase or decrease the maximum principal amount available under the facility, extend the availability period and maturity date, change the interest rate and make various other changes. The following describes the terms of SPV Asset Facility II amended through April 17, 2023 (the “SPV Asset Facility II Eighth Amendment Date”).
From time to time, the Company sells and contributes certain investments to ORCC Financing II pursuant to a sale and contribution agreement by and between the Company and ORCC Financing II. No gain or loss will be recognized as a result of the contribution. Proceeds from the SPV Asset Facility II will be used to finance the origination and acquisition of eligible assets by ORCC Financing II, including the purchase of such assets from the Company. The Company retains a residual interest in assets contributed to or acquired by ORCC Financing II through the Company’s ownership of ORCC Financing II. The maximum principal amount of the SPV Asset Facility II as of the SPV Asset Facility II Eighth Amendment Date is $250 million (which consists of $250 million of revolving commitments). The availability of this amount is subject to an overcollateralization ratio test, which is based on the value of ORCC Financing II’s assets from time to time, and satisfaction of certain conditions, including an interest coverage ratio test, certain concentration limits and collateral quality tests.
The SPV Asset Facility II provides for the ability to draw and redraw revolving loans under the SPV Asset Facility II through April 22, 2025, unless the revolving commitments are terminated sooner as provided in the SPV Asset Facility II (the “SPV Asset Facility II Commitment Termination Date”). Unless otherwise terminated, the SPV Asset Facility II will mature on April 17, 2033 (the “SPV Asset Facility II Stated Maturity”). Prior to the SPV Asset Facility II Stated Maturity, proceeds received by ORCC Financing II from principal and interest, dividends, or fees on assets must be used to pay fees, expenses and interest on outstanding borrowings, and the excess may be returned to the Company, subject to certain conditions. On the SPV Asset Facility II Stated Maturity, ORCC Financing II must pay in full all outstanding fees and expenses and all principal and interest on outstanding borrowings, and the excess may be returned to the Company.
With respect to revolving loans, amounts drawn bear interest at Term SOFR (or, in the case of certain lenders that are commercial paper conduits, the lower of their cost of funds and Term SOFR plus 0.40%) plus a spread of 2.75% during the period April 17, 2023 to the date on which the reinvestment period ends. From April 17, 2023 to the SPV Asset Facility II Commitment Termination Date, there is a commitment fee of 0.625% per annum on the undrawn amount, if any, of the revolving commitments in the SPV Asset Facility II. The SPV Asset Facility II contains customary covenants, including certain financial maintenance covenants, limitations on the activities of ORCC Financing II, including limitations on incurrence of incremental indebtedness, and customary events of default. The SPV Asset Facility II is secured by a perfected first priority security interest in the assets of ORCC Financing II and on any payments received by ORCC Financing II in respect of those assets. Assets pledged to the SPV Asset Facility II Lenders will not be available to pay the debts of the Company.
SPV Asset Facility III
On December 14, 2018 (the “SPV Asset Facility III Closing Date”), ORCC Financing III LLC (“ORCC Financing III”), a Delaware limited liability company and subsidiary of the Company, entered into a Loan Financing and Servicing Agreement (the “SPV Asset Facility III”), with ORCC Financing III, as borrower, the Company, as equity holder and services provider, the lenders from time to time parties thereto (the “SPV Asset Facility III Lenders”), Deutsche Bank AG, New York Branch, as Facility Agent, State Street Bank and Trust Company, as Collateral Agent and Cortland Capital Market Services LLC, as Collateral Custodian. The parties to the SPV Asset Facility III entered into various amendments, including those relating to the undrawn fee and make-whole fee and definition of “Change of Control.” The following describes the terms of SPV Asset Facility III as of its termination on March 9, 2023 (the “SPV Asset Facility III Termination Date”).
From time to time, the Company sold and contributed certain loan assets to ORCC Financing III pursuant to a Sale and Contribution Agreement by and between the Company and ORCC Financing III. No gain or loss was recognized as a result of the contribution. Proceeds from the SPV Asset Facility III were used to finance the origination and acquisition of eligible assets by ORCC Financing III, including the purchase of such assets from the Company. The Company retained a residual interest in assets contributed to or acquired by ORCC Financing III through its ownership of ORCC Financing III. The maximum principal amount of the SPV Asset Facility III was $250 million; the availability of this amount was subject to a borrowing base test, which was based on the value of ORCC Financing III’s assets from time to time, and satisfaction of certain conditions, including interest spread and weighted average coupon tests, certain concentration limits and collateral quality tests.
87
Blue Owl Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
The SPV Asset Facility III provided for the ability to borrow, reborrow, repay and prepay advances under the SPV Asset Facility III until June 14, 2023 unless such period was extended or accelerated under the terms of the SPV Asset Facility III (the “SPV Asset Facility III Revolving Period”). Prior to the SPV Asset Facility III Termination Date, proceeds received by ORCC Financing III from principal and interest, dividends, or fees on assets were required to be used to pay fees, expenses and interest on outstanding advances, and the excess returned to the Company, subject to certain conditions. On the SPV Asset Facility III Termination Date, ORCC Financing III repaid in full all outstanding fees and expenses and all principal and interest on outstanding advances.
Amounts drawn bore interest at term SOFR (or, in the case of certain SPV Asset Facility III Lenders that are commercial paper conduits, the lower of (a) their cost of funds and (b) term SOFR, such term SOFR not to be lower than zero) plus a spread equal to 2.20% per annum, which spread would have increased (a) on and after the end of the SPV Asset Facility III Revolving Period by 0.15% per annum if no event of default had occurred and (b) by 2.00% per annum upon the occurrence of an event of default (such spread, the “Applicable Margin”). Term SOFR may have been replaced as a base rate under certain circumstances. The Company predominantly borrowed utilizing term SOFR rate loans, generally electing one-month SOFR upon borrowing. During the SPV Asset Facility III Revolving Period, ORCC Financing III paid an undrawn fee ranging from 0.25% to 0.50% per annum on the undrawn amount, if any, of the revolving commitments in the SPV Asset Facility III. During the SPV Asset Facility III Revolving Period, if the undrawn commitments were in excess of a certain portion (initially 20% and increasing in stages to 75%) of the total commitments under the SPV Asset Facility III, ORCC Financing III would have also paid a make-whole fee equal to the Applicable Margin multiplied by such excess undrawn commitment amount, reduced by the undrawn fee payable on such excess. The SPV Asset Facility III contained customary covenants, including certain financial maintenance covenants, limitations on the activities of ORCC Financing III, including limitations on incurrence of incremental indebtedness, and customary events of default. The SPV Asset Facility III was secured by a perfected first priority security interest in the assets of ORCC Financing III and on any payments received by ORCC Financing III in respect of those assets. Assets pledged to the SPV Asset Facility III Lenders were not available to pay the debts of the Company.
SPV Asset Facility IV
On August 2, 2019 (the “SPV Asset Facility IV Closing Date”), ORCC Financing IV LLC (“ORCC Financing IV”), a Delaware limited liability company and newly formed subsidiary of the Company entered into a Credit Agreement (the “SPV Asset Facility IV”), with ORCC Financing IV, as borrower, Société Générale, as initial Lender and as Administrative Agent, State Street Bank and Trust Company, as Collateral Agent, Collateral Administrator and Custodian, and Cortland Capital Market Services LLC as Document Custodian and the lenders from time to time party thereto pursuant to Assignment and Assumption Agreements (the “SPV Asset Facility IV Lenders”).
On March 11, 2022, (the “SPV Asset Facility IV Amendment Date”), the parties to the SPV Asset Facility IV amended the SPV Asset Facility IV to extend the reinvestment period from April 1, 2022 until October 3, 2022 and the stated maturity from April 1, 2030 to October 1, 2030. The amendment also changed the applicable interest rate from LIBOR plus an applicable margin of 2.15% during the reinvestment period and LIBOR plus an applicable margin of 2.40% after the reinvestment period to term SOFR plus an applicable margin of 2.30% during the reinvestment period and term SOFR plus an applicable margin of 2.55% after the reinvestment period.
From time to time, the Company sold and contributed certain investments to ORCC Financing IV pursuant to a Sale and Contribution Agreement by and between the Company and ORCC Financing IV. The SPV Asset Facility IV was terminated on October 3, 2022 (the “SPV Asset Facility IV Termination Date”). No gain or loss was recognized as a result of the contribution. Proceeds from the SPV Asset Facility IV were used to finance the origination and acquisition of eligible assets by ORCC Financing IV, including the purchase of such assets from the Company. The Company retained a residual interest in assets contributed to or acquired by ORCC Financing IV through its ownership of ORCC Financing IV. The maximum principal amount of the SPV Asset Facility IV was $250 million; the availability of this amount was subject to an overcollateralization ratio test, which was based on the value of ORCC Financing IV’s assets from time to time, and satisfaction of certain conditions, including an interest coverage ratio test, certain concentration limits and collateral quality tests.
The SPV Asset Facility IV provides for the ability to (1) draw term loans and (2) draw and redraw revolving loans under the SPV Asset Facility IV until the last day of the reinvestment period unless the revolving commitments are terminated or converted to term loans sooner as provided in the SPV Asset Facility IV (the “SPV Asset Facility IV Commitment Termination Date”). Prior to the SPV Asset Facility IV Termination Date, proceeds received by ORCC Financing IV from principal and interest, dividends, or fees on assets were required to be used to pay fees, expenses and interest on outstanding borrowings, and the excess may have been returned to the Company, subject to certain conditions. On the SPV Asset Facility IV Termination Date, ORCC Financing IV repaid in full all outstanding fees and expenses and all principal and interest on outstanding borrowings.


88
Blue Owl Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
From the SPV Asset Facility IV Closing Date to the SPV Asset Facility IV Termination Date, there was a commitment fee ranging from 0.50% to 0.75% per annum on the undrawn amount, if any, of the revolving commitments in the SPV Asset Facility IV. The SPV Asset Facility IV contained customary covenants, including certain financial maintenance covenants, limitations on the activities of ORCC Financing IV, including limitations on incurrence of incremental indebtedness, and customary events of default. The SPV Asset Facility IV was secured by a perfected first priority security interest in the assets of ORCC Financing IV and on any payments received by ORCC Financing IV in respect of those assets. Assets pledged to the SPV Asset Facility IV Lenders were not available to pay the debts of the Company.
CLOs
CLO I
On May 28, 2019 (the “CLO I Closing Date”), the Company completed a $596 million term debt securitization transaction (the “CLO I Transaction”), also known as a collateralized loan obligation transaction, which is a form of secured financing incurred by the Company. The secured notes and preferred shares issued in the CLO I Transaction and the secured loan borrowed in the CLO I Transaction were issued and incurred, as applicable, by the Company’s consolidated subsidiaries Owl Rock CLO I, Ltd., an exempted company incorporated in the Cayman Islands with limited liability (the “CLO I Issuer”), and Owl Rock CLO I, LLC, a Delaware limited liability company (the “CLO I Co-Issuer” and together with the CLO I Issuer, the “CLO I Issuers”) and are backed by a portfolio of collateral obligations consisting of middle market loans and participation interests in middle market loans as well as by other assets of the CLO I Issuer. The following describes the terms of the CLO I Transaction as supplemented through June 28, 2023 (the “CLO I Indenture Supplement Date”).
In the CLO I Transaction the CLO I Issuers (A) issued the following notes pursuant to an indenture and security agreement dated as of the CLO I Closing Date (as supplemented by the supplemental indenture dated as of the CLO I Indenture Supplement Date by and among the CLO I Issuer, the CLO I Co-Issuer and State Street Bank and Trust Company, the “CLO I Indenture”), by and among the CLO I Issuers and State Street Bank and Trust Company: (i) $242 million of AAA(sf) Class A Notes, which bear interest at term SOFR (plus a spread adjustment) plus 1.80%, (ii) $30 million of AAA(sf) Class A-F Notes, which bear interest at a fixed rate of 4.165%, and (iii) $68 million of AA(sf) Class B Notes, which bear interest at term SOFR (plus a spread adjustment) plus 2.70% (together, the “CLO I Notes”) and (B) borrowed $50 million under floating rate loans (the “Class A Loans” and together with the CLO I Notes, the “CLO I Debt”), which bear interest at term SOFR (plus a spread adjustment) plus 1.80%, under a credit agreement (the “CLO I Credit Agreement”), dated as of the CLO I Closing Date, by and among the CLO I Issuers, as borrowers, various financial institutions, as lenders, and State Street Bank and Trust Company, as collateral trustee and loan agent. The Class A Loans may be exchanged by the lenders for Class A Notes at any time, subject to certain conditions under the CLO I Credit Agreement and the CLO I Indenture. The CLO I Debt is scheduled to mature on May 20, 2031. The CLO I Notes were privately placed by Natixis Securities Americas, LLC and SG Americas Securities, LLC.
Concurrently with the issuance of the CLO I Notes and the borrowing under the Class A Loans, the CLO I Issuer issued approximately $206.1 million of subordinated securities in the form of 206,106 preferred shares at an issue price of U.S.$1,000 per share (the “CLO I Preferred Shares”). The CLO I Preferred Shares were issued by the CLO I Issuer as part of its issued share capital and are not secured by the collateral securing the CLO I Debt. The Company owns all of the CLO I Preferred Shares, and as such, these securities are eliminated in consolidation. The Company acts as retention holder in connection with the CLO I Transaction for the purposes of satisfying certain U.S. and European Union regulations requiring sponsors of securitization transactions to retain exposure to the performance of the securitized assets and as such is required to retain a portion of the CLO I Preferred Shares.
The Adviser serves as collateral manager for the CLO I Issuer under a collateral management agreement dated as of the CLO I Closing Date. The Adviser is entitled to receive fees for providing these services. The Adviser has waived its right to receive such fees but may rescind such waiver at any time; provided, however, that if the Adviser rescinds such waiver, the management fee payable to the Adviser pursuant to the Investment Advisory Agreement will be offset by the amount of the collateral management fee attributable to the CLO I Issuers’ equity or notes owned by the Company.
The CLO I Debt is secured by all of the assets of the CLO I Issuer, which will consist primarily of middle market loans, participation interests in middle market loans, and related rights and the cash proceeds thereof. As part of the CLO I Transaction, ORCC Financing II LLC and the Company sold and contributed approximately $575 million par amount of middle market loans to the CLO I Issuer on the CLO I Closing Date. No gain or loss was recognized as a result of these sales and contributions. Such loans constituted the initial portfolio assets securing the CLO I Debt. The Company and ORCC Financing II LLC each made customary representations, warranties, and covenants to the CLO I Issuer regarding such sales and contributions under a loan sale agreement.
Through May 20, 2023, a portion of the proceeds received by the CLO I Issuer from the loans securing the CLO I Debt could be used by the CLO I Issuer to purchase additional middle market loans under the direction of the Adviser as the collateral manager for the CLO I Issuer and in accordance with the Company’s investing strategy and ability to originate eligible middle market loans.
89
Blue Owl Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
The CLO I Debt is the secured obligation of the CLO I Issuers, and the CLO I Indenture and the CLO I Credit Agreement include customary covenants and events of default. Assets pledged to holders of the CLO I Debt and the other secured parties under the CLO I Indenture will not be available to pay the debts of the Company.
The CLO I Notes were offered in reliance on Section 4(a)(2) of the Securities Act. The CLO I Notes have not been registered under the Securities Act or any state securities (e.g. “blue sky”) laws and, unless so registered, may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act as applicable.
CLO II Refinancing
On April 9, 2021 (the “CLO II Refinancing Date”), the Company completed a $398.1 million term debt securitization refinancing (the “CLO II Refinancing”), also known as a collateralized loan obligation refinancing, which is a form of secured financing incurred by the Company. The secured notes and preferred shares issued in the CLO II Refinancing were issued by the Company’s consolidated subsidiaries Owl Rock CLO II, Ltd., an exempted company incorporated in the Cayman Islands with limited liability (the “CLO II Issuer”), and Owl Rock CLO II, LLC, a Delaware limited liability company (the “CLO II Co-Issuer” and together with the CLO II Issuer, the “CLO II Issuers”) and are backed by a portfolio of collateral obligations consisting of middle market loans and participation interests in middle market loans as well as by other assets of the CLO II Issuer. The following describes the terms of the CLO II Refinancing as supplemented through July 18, 2023 (the “CLO II Refinancing Indenture Supplement Date”).
The CLO II Refinancing was executed by the issuance of the following classes of notes pursuant to an indenture and security agreement dated as of December 12, 2019 (such date, the “CLO II Closing Date,” and such agreement, the “CLO II Indenture”), as supplemented by the first supplemental indenture dated as of the CLO II Refinancing Date and as further supplemented by the second supplemental indenture dated as of the CLO II Refinancing Indenture Supplement Date) by and among the CLO II Issuer, the CLO II Co-Issuer and State Street Bank And Trust Company, the “CLO II Refinancing Indenture”), by and among the CLO II Issuers and State Street Bank and Trust Company: (i) $204 million of AAA(sf) Class A-LR Notes, which bear interest at term SOFR (plus a spread adjustment) plus 1.55%, (ii) $20 million of AAA(sf) Class A-FR Notes, which bear interest at a fixed rate of 2.48% and (iii) $36 million of AA(sf) Class B-R Notes, which bear interest at term SOFR (plus a spread adjustment) plus 1.90% (together, the “CLO II Refinancing Debt”). The CLO II Refinancing Debt is secured by the middle market loans, participation interests in middle market loans and other assets of the CLO II Issuer. The CLO II Refinancing Debt is scheduled to mature on April 20, 2033. The CLO II Refinancing Debt was privately placed by Deutsche Bank Securities Inc. The proceeds from the CLO II Refinancing were used to redeem in full the classes of notes issued on the CLO II Closing Date.
Concurrently with the issuance of the CLO II Refinancing Debt, the CLO II Issuer issued subordinated securities in the form of 1,500 additional preferred shares at an issue price of U.S.$1,000 per share (the “CLO II Refinancing Preferred Shares”) resulting in a total outstanding number of CLO II Preferred Shares of 138,100 ($138.1 million total issue price). The CLO II Refinancing Preferred Shares were issued by the CLO II Issuer as part of its issued share capital and are not secured by the collateral securing the CLO II Refinancing Debt. The Company purchased all of the CLO II Refinancing Preferred Shares. The Company acts as retention holder in connection with the CLO II Refinancing for the purposes of satisfying certain U.S. and European Union regulations requiring sponsors of securitization transactions to retain exposure to the performance of the securitized assets and as such is required to retain a portion of the CLO II Preferred Shares. The proceeds from the CLO II Refinancing Preferred Shares were used to pay certain expenses incurred in connection with the CLO II Refinancing.
Through April 20, 2025, a portion of the proceeds received by the CLO II Issuer from the loans securing the CLO II Refinancing Debt may be used by the CLO II Issuer to purchase additional middle market loans under the direction of the Adviser, in its capacity as collateral manager for the CLO II Issuer and in accordance with the Company’s investing strategy and ability to originate eligible middle market loans.
The CLO II Refinancing Debt is the secured obligation of the CLO II Issuers, and the CLO II Refinancing Indenture includes customary covenants and events of default. The CLO II Refinancing Debt has not been registered under the Securities Act, or any state securities (e.g., “blue sky”) laws, and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or pursuant to an applicable exemption from such registration.
The Adviser serves as collateral manager for the CLO II Issuer under a collateral management agreement dated as of the CLO II Closing Date. The Adviser is entitled to receive fees for providing these services. The Adviser has waived its right to receive such fees but may rescind such waiver at any time; provided, however, that if the Adviser rescinds such waiver, the management fee payable to the Adviser pursuant to the Investment Advisory Agreement will be offset by the amount of the collateral management fee attributable to the CLO II Issuers’ equity or notes owned by the Company.



90
Blue Owl Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
CLO III
On March 26, 2020 (the “CLO III Closing Date”), the Company completed a $395.31 million term debt securitization transaction (the “CLO III Transaction”), also known as a collateralized loan obligation transaction, which is a form of secured financing incurred by the Company. The secured notes and preferred shares issued in the CLO III Transaction were issued by the Company’s consolidated subsidiaries Owl Rock CLO III, Ltd., an exempted company incorporated in the Cayman Islands with limited liability (the “CLO III Issuer”), and Owl Rock CLO III, LLC, a Delaware limited liability company (the “CLO III Co-Issuer” and together with the CLO III Issuer, the “CLO III Issuers”) and are backed by a portfolio of collateral obligations consisting of middle market loans and participation interests in middle market loans as well as by other assets of the CLO III Issuer. The following describes the terms of the CLO III Transaction as supplemented through July 18, 2023 (the “CLO III Indenture Supplement Date”).
The CLO III Transaction was executed by the issuance of the following classes of notes and preferred shares pursuant to an indenture and security agreement dated as of the CLO III Closing Date (as supplemented by the supplemental indenture dated as of the CLO III Indenture Supplement Date by and among the CLO III Issuer, the CLO III Co-Issuer and State Street Bank And Trust Company, the “CLO III Indenture”), by and among the CLO III Issuers and State Street Bank and Trust Company: (i) $166 million of AAA(sf) Class A-1L Notes, which bear interest at term SOFR (plus a spread adjustment) plus 1.80%, (ii) $40 million of AAA(sf) Class A-1F Notes, which bear interest at a fixed rate of 2.75%, (iii) $20 million of AAA(sf) Class A-2 Notes, which bear interest at term SOFR (plus a spread adjustment) plus 2.00%, and (iv) $34 million of AA(sf) Class B Notes, which bear interest at term SOFR (plus a spread adjustment) plus 2.45% (together, the “CLO III Debt”). The CLO III Debt is scheduled to mature on April 20, 2032. The CLO III Debt was privately placed by SG Americas Securities, LLC.
Concurrently with the issuance of the CLO III Debt, the CLO III Issuer issued approximately $135.31 million of subordinated securities in the form of 135,310 preferred shares at an issue price of U.S.$1,000 per share (the “CLO III Preferred Shares”). The CLO III Preferred Shares were issued by the CLO III Issuer as part of its issued share capital and are not secured by the collateral securing the CLO III Debt. The Company owns all of the CLO III Preferred Shares, and as such, these securities are eliminated in consolidation. The Company acts as retention holder in connection with the CLO III Transaction for the purposes of satisfying certain U.S. and European Union regulations requiring sponsors of securitization transactions to retain exposure to the performance of the securitized assets and as such is required to retain a portion of the CLO III Preferred Shares.
The Adviser serves as collateral manager for the CLO III Issuer under a collateral management agreement dated as of the CLO III Closing Date. The Adviser is entitled to receive fees for providing these services. The Adviser has waived its right to receive such fees but may rescind such waiver at any time; provided, however, that if the Adviser rescinds such waiver, the management fee payable to the Adviser pursuant to the Investment Advisory Agreement will be offset by the amount of the collateral management fee attributable to the CLO III Issuers’ equity or notes owned by the Company.
The CLO III Debt is secured by all of the assets of the CLO III Issuer, which will consist primarily of middle market loans, participation interests in middle market loans, and related rights and the cash proceeds thereof. As part of the CLO III Transaction, ORCC Financing IV LLC and the Company sold and contributed approximately $400 million par amount of middle market loans to the CLO III Issuer on the CLO III Closing Date. No gain or loss was recognized as a result of these sales and contributions. Such loans constituted the initial portfolio assets securing the CLO III Debt. The Company and ORCC Financing IV LLC each made customary representations, warranties, and covenants to the CLO III Issuer regarding such sales and contributions under a loan sale agreement.
Through April 20, 2024, a portion of the proceeds received by the CLO III Issuer from the loans securing the CLO III Debt may be used by the CLO III Issuer to purchase additional middle market loans under the direction of the Adviser as the collateral manager for the CLO III Issuer and in accordance with the Company’s investing strategy and ability to originate eligible middle market loans.
The CLO III Debt is the secured obligation of the CLO III Issuers, and the CLO III Indenture includes customary covenants and events of default. Assets pledged to holders of the CLO III Debt and the other secured parties under the CLO III Indenture will not be available to pay the debts of the Company.
The CLO III Debt was offered in reliance on Section 4(a)(2) of the Securities Act. The CLO III Debt has not been registered under the Securities Act or any state securities (e.g. “blue sky”) laws and, unless so registered, may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act as applicable.






91
Blue Owl Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
CLO IV Refinancing
On July 9, 2021 (the “CLO IV Refinancing Date”), the Company completed a $440.5 million term debt securitization refinancing (the “CLO IV Refinancing”), also known as a collateralized loan obligation refinancing, which is a form of secured financing incurred by the Company. The secured notes and preferred shares issued in the CLO IV Refinancing were issued by the Company’s consolidated subsidiaries Owl Rock CLO IV, Ltd., an exempted company incorporated in the Cayman Islands with limited liability (the “CLO IV Issuer”), and Owl Rock CLO IV, LLC, a Delaware limited liability company (the “CLO IV Co-Issuer” and together with the CLO IV Issuer, the “CLO IV Issuers”) and are backed by a portfolio of collateral obligations consisting of middle market loans and participation interests in middle market loans as well as by other assets of the CLO IV Issuer. The following describes the terms of the CLO IV Refinancing as supplemented through July 18, 2023 (the “CLO IV Refinancing Indenture Supplement Date”).
The CLO IV Refinancing was executed by the issuance of the following classes of notes pursuant to an indenture and security agreement dated as of May 28, 2020 (such date, the CLO IV Closing Date, and such agreement, the “CLO IV Indenture”), as supplemented by the first supplemental indenture dated as of the CLO IV Refinancing Date and as further supplemented by the second supplemental indenture dated as of the CLO IV Refinancing Indenture Supplement Date) by and among the CLO IV Issuer, the CLO IV Co-Issuer and State Street Bank And Trust Company, the “CLO IV Refinancing Indenture”), by and among the CLO IV Issuers and State Street Bank and Trust Company: (i) $252 million of AAA(sf) Class A-1-R Notes, which bear interest at term SOFR (plus a spread adjustment) plus 1.60% and (ii) $40.5 million of AA(sf) Class A-2-R Notes, which bear interest at term SOFR (plus a spread adjustment) plus 1.90% (together, the “CLO IV Refinancing Secured Notes”). The CLO IV Refinancing Secured Notes are secured by the middle market loans, participation interests in middle market loans and other assets of the Issuer. The CLO IV Refinancing Secured Notes are scheduled to mature on August 20, 2033. The CLO IV Refinancing Secured Notes were privately placed by Natixis Securities Americas LLC. The proceeds from the CLO IV Refinancing were used to redeem in full the classes of notes issued on the CLO IV Closing Date, to redeem a portion of the preferred shares of the CLO IV Issuer as described below and to pay expenses incurred in connection with the CLO IV Refinancing.
Concurrently with the issuance of the CLO IV Refinancing Secured Notes, the CLO IV Issuer redeemed 38,900 preferred shares held by the Company (the “CLO IV Preferred Shares”) at a total redemption price of $38.9 million ($1,000 per preferred share). The Company retains the 148,000 CLO IV Preferred Shares that remain outstanding and that the Company acquired on the CLO IV Closing Date. The CLO IV Preferred Shares were issued by the CLO IV Issuer as part of its issued share capital and are not secured by the collateral securing the CLO IV Refinancing Secured Notes. The Company acts as retention holder in connection with the CLO IV Refinancing for the purposes of satisfying certain U.S. and European Union regulations requiring sponsors of securitization transactions to retain exposure to the performance of the securitized assets and as such is required to retain a portion of the Preferred Shares.
Through August 20, 2025, a portion of the proceeds received by the CLO IV Issuer from the loans securing the CLO IV Refinancing Secured Notes may be used by the CLO IV Issuer to purchase additional middle market loans under the direction of the Adviser, in its capacity as collateral manager for the CLO IV Issuer and in accordance with the Company’s investing strategy and ability to originate eligible middle market loans.
The CLO IV Refinancing Secured Notes are the secured obligation of the CLO IV Issuers, and the CLO IV Refinancing Indenture includes customary covenants and events of default. The CLO IV Refinancing Secured Notes have not been registered under the Securities Act, or any state securities (e.g., “blue sky”) laws, and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or pursuant to an applicable exemption from such registration.
The Adviser serves as collateral manager for the CLO IV Issuer under a collateral management agreement dated as of the CLO IV Closing Date. The Adviser is entitled to receive fees for providing these services. The Adviser has waived its right to receive such fees but may rescind such waiver at any time; provided, however, that if the Adviser rescinds such waiver, the management fee payable to the Adviser pursuant to the Investment Advisory Agreement will be offset by the amount of the collateral management fee attributable to the CLO IV Issuers’ equity or notes owned by the Company.
CLO V
On November 20, 2020 (the “CLO V Closing Date”), the Company completed a $345.45 million term debt securitization transaction (the “CLO V Transaction”), also known as a collateralized loan obligation transaction, which is a form of secured financing incurred by the Company. The secured notes and preferred shares issued in the CLO V Transaction were issued by the Company’s consolidated subsidiaries Owl Rock CLO V, Ltd., an exempted company incorporated in the Cayman Islands with limited liability (the “CLO V Issuer”), and Owl Rock CLO V, LLC, a Delaware limited liability company (the “CLO V Co-Issuer” and together with the CLO V Issuer, the “CLO V Issuers”) and are backed by a portfolio of collateral obligations consisting of middle market loans and participation interests in middle market loans as well as by other assets of the CLO V Issuer.


92
Blue Owl Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
The CLO V Transaction was executed by the issuance of the following classes of notes and preferred shares pursuant to an indenture and security agreement dated as of the CLO V Closing Date (the “CLO V Indenture”), by and among the CLO V Issuers and State Street Bank and Trust Company: (i) $182 million of AAA(sf)/AAAsf Class A-1 Notes, which bear interest at three-month LIBOR plus 1.85% and (ii) $14 million of AAA(sf) Class A-2 Notes, which bear interest at three-month LIBOR plus 2.20% (together, the “CLO V Secured Notes”). The CLO V Secured Notes are secured by the middle market loans, participation interests in middle market loans and other assets of the CLO V Issuer. The CLO V Secured Notes are scheduled to mature on November 20, 2029. The CLO V Secured Notes were privately placed by Natixis Securities Americas LLC.
The CLO V Secured Notes were redeemed in the CLO V Refinancing, described below.
Concurrently with the issuance of the CLO V Secured Notes, the CLO V Issuer issued approximately $149.45 million of subordinated securities in the form of 149,450 preferred shares at an issue price of U.S.$1,000 per share (the “CLO V Preferred Shares”). The CLO V Preferred Shares were issued by the CLO V Issuer as part of its issued share capital and are not secured by the collateral securing the CLO V Secured Notes. The Company owns all of the outstanding CLO V Preferred Shares, and as such, these securities are eliminated in consolidation. The Company acted as retention holder in connection with the CLO V Transaction for the purposes of satisfying certain U.S. and European Union regulations requiring sponsors of securitization transactions to retain exposure to the performance of the securitized assets and as such was required to retain a portion of the CLO V Preferred Shares while the CLO V Secured Notes were outstanding.
As part of the CLO V Transaction, the Company entered into a loan sale agreement with the CLO V Issuer dated as of the CLO V Closing Date, which provided for the sale and contribution of approximately $201.75 million par amount of middle market loans from the Company to the CLO V Issuer on the CLO V Closing Date and for future sales from the Company to the CLO V Issuer on an ongoing basis. Such loans constituted part of the initial portfolio of assets securing the CLO V Secured Notes. The remainder of the initial portfolio assets securing the CLO V Secured Notes consisted of approximately $84.74 million par amount of middle market loans purchased by the CLO V Issuer from ORCC Financing II LLC, a wholly-owned subsidiary of the Company, under an additional loan sale agreement executed on the CLO V Closing Date between the Issuer and ORCC Financing II LLC. No gain or loss was recognized as a result of these sales and contributions. The Company and ORCC Financing II LLC each made customary representations, warranties, and covenants to the Issuer under the applicable loan sale agreement.
Through July 20, 2022, a portion of the proceeds received by the CLO V Issuer from the loans securing the CLO V Secured Notes could be used by the CLO V Issuer to purchase additional middle market loans under the direction of the Adviser, in its capacity as collateral manager for the CLO V Issuer and in accordance with the Company’s investing strategy and ability to originate eligible middle market loans.
The CLO V Secured Notes were the secured obligation of the CLO V Issuers, and the CLO V Indenture includes customary covenants and events of default. The CLO V Secured Notes have not been registered under the Securities Act, or any state securities (e.g., “blue sky”) laws, and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or pursuant to an applicable exemption from such registration. Assets pledged to the holders of the CLO V Secured Notes were not available to pay the debts of the Company.
CLO V Refinancing
On April 20, 2022 (the “CLO V Refinancing Date”), the Company completed a $669.2 million term debt securitization refinancing (the “CLO V Refinancing”), also known as a collateralized loan obligation refinancing, which is a form of secured financing incurred by the Company. The secured notes and preferred shares issued in the CLO V Refinancing were issued by the CLO V Co-Issuer, as Issuer (the “CLO V Refinancing Issuer”), and are backed by a portfolio of collateral obligations consisting of middle market loans and participation interests in middle market loans as well as by other assets of the CLO V Refinancing Issuer.
The CLO V Refinancing was executed by the issuance of the following classes of notes pursuant to the CLO V Indenture as supplemented by the supplemental indenture dated as of the CLO V Refinancing Date (the “CLO V Refinancing Indenture”), by and among the CLO V Refinancing Issuer and State Street Bank and Trust Company: (i) $354.4 million of AAA(sf) Class A-1R Notes, which bear interest at the Benchmark, as defined in the CLO V Refinancing Indenture, plus 1.78%, (ii) $30.4 million of AAA(sf) Class A-2R Notes, which bear interest at the Benchmark plus 1.95%, (iii) $49.0 million of AA(sf) Class B-1 Notes, which bear interest at the Benchmark plus 2.20%, (iv) $5.0 million of AA(sf) Class B-2 Notes, which bear interest at 4.25%, (v) $31.5 million of A(sf) Class C-1 Notes, which bear interest at the Benchmark plus 3.15% and (vi) $39.4 million of A(sf) Class C-2 Notes, which bear interest at 5.10% (together, the “CLO V Refinancing Secured Notes”). The CLO V Refinancing Secured Notes are secured by the middle market loans, participation interests in middle market loans and other assets of the Issuer. The CLO V Refinancing Secured Notes are scheduled to mature on April 20, 2034. The CLO V Refinancing Secured Notes were privately placed by Natixis Securities Americas LLC. The proceeds from the CLO V Refinancing were used to redeem in full the classes of notes issued on the CLO V Closing Date and to pay expenses incurred in connection with the CLO V Refinancing.

93
Blue Owl Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
Concurrently with the issuance of the CLO V Refinancing Secured Notes, the CLO V Issuer issued approximately $10.2 million of additional subordinated securities, for a total of $159.6 million of subordinated securities in the form of 159,620 preferred shares at an issue price of U.S.$1,000 per share. The CLO V Preferred Shares are not secured by the collateral securing the CLO V Refinancing Secured Notes. The Company acts as retention holder in connection with the CLO V Refinancing for the purposes of satisfying certain U.S., European Union and United Kingdom regulations requiring sponsors of securitization transactions to retain exposure to the performance of the securitized assets and as such is required to retain a portion of the CLO V Preferred Shares.
On the CLO V Closing Date, the CLO V Issuer entered into a loan sale agreement with Company, which provided for the sale and contribution of approximately $201.8 million par amount of middle market loans from the Company to the CLO V Issuer on the CLO V Closing Date and for future sales from the Company to the CLO V Issuer on an ongoing basis. As part of the CLO V Refinancing, the CLO V Refinancing Issuer, as the successor to the CLO V Issuer, and the Company entered into an amended and restated loan sale agreement with the Company dated as of the CLO V Refinancing Date, pursuant to which the CLO V Refinancing Issuer assumed all ongoing obligations of the CLO V Issuer under the original agreement and the Company sold and contributed approximately $275.67 million par amount middle market loans to the CLO V Refinancing Issuer on the CLO V Refinancing Date and provides for future sales from the Company to the CLO V Refinancing Issuer on an ongoing basis. Such loans constituted part of the portfolio of assets securing the CLO V Refinancing Secured Notes. A portion of the of the portfolio assets securing the CLO V Refinancing Secured Notes consists of middle market loans purchased by the CLO V Issuer from ORCC Financing II LLC, a wholly-owned subsidiary of the Company, under an additional loan sale agreement executed on the CLO V Closing Date between the CLO V Issuer and ORCC Financing II LLC and which the CLO V Refinancing Issuer and ORCC Financing II LLC amended and restated on the CLO V Refinancing Date in connection with the refinancing. No gain or loss was recognized as a result of these sales and contributions. The Company and ORCC Financing II LLC each made customary representations, warranties, and covenants to the CLO V Refinancing Issuer under the applicable loan sale agreement.
Through April 20, 2026, a portion of the proceeds received by the CLO V Issuer from the loans securing the CLO V Refinancing Secured Notes may be used by the Issuer to purchase additional middle market loans under the direction of the Adviser, in its capacity as collateral manager for the CLO V Refinancing Issuer and in accordance with the Company’s investing strategy and ability to originate eligible middle market loans.
The CLO V Refinancing Secured Notes are the secured obligation of the CLO V Refinancing Issuer, and the CLO V Refinancing Indenture includes customary covenants and events of default. The CLO V Refinancing Secured Notes have not been registered under the Securities Act, or any state securities (e.g., “blue sky”) laws, and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or pursuant to an applicable exemption from such registration.
The Adviser serves as collateral manager for the CLO V Refinancing Issuer under an amended and restated collateral management agreement dated as of the CLO V Refinancing Date. The Adviser is entitled to receive fees for providing these services. The Adviser has waived its right to receive such fees but may rescind such waiver at any time; provided, however, that if the Adviser rescinds such waiver, the management fee payable to the Adviser pursuant to the Investment Advisory Agreement will be offset by the amount of the collateral management fee attributable to the CLO V Refinancing Issuer’s equity or notes owned by the Company.
CLO VI
On May 5, 2021 (the “CLO VI Closing Date”), the Company completed a $397.78 million term debt securitization transaction (the “CLO VI Transaction”), also known as a collateralized loan obligation transaction, which is a form of secured financing incurred by the Company. The secured notes and preferred shares issued in the CLO VI Transaction were issued by the Company’s consolidated subsidiaries Owl Rock CLO VI, Ltd., an exempted company incorporated in the Cayman Islands with limited liability (the “CLO VI Issuer”), and Owl Rock CLO VI, LLC, a Delaware limited liability company (the “CLO VI Co-Issuer” and together with the CLO VI Issuer, the “CLO VI Issuers”) and are backed by a portfolio of collateral obligations consisting of middle market loans and participation interests in middle market loans as well as by other assets of the CLO VI Issuer. The following describes the terms of the CLO VI Transaction as supplemented through July 18, 2023 (the “CLO VI Indenture Supplement Date”).
The CLO VI Transaction was executed by the issuance of the following classes of notes and preferred shares pursuant to an indenture and security agreement dated as of the CLO VI Closing Date (as supplemented by the supplemental indenture dated as of the CLO VI Indenture Supplement Date by and among the CLO VI Issuer, the CLO VI Co-Issuer and State Street Bank And Trust Company, the “CLO VI Indenture”), by and among the CLO VI Issuers and State Street Bank and Trust Company: (i) $224 million of AAA(sf) Class A Notes, which bear interest at term SOFR (plus a spread adjustment) plus 1.45%, (ii) $26 million of AA(sf) Class B-1 Notes, which bear interest at term SOFR (plus a spread adjustment) plus 1.75% and (iii) $10 million of AA(sf) Class B-F Notes, which bear interest at a fixed rate of 2.83% (together, the “CLO VI Secured Notes”). The CLO VI Secured Notes are secured by the middle market loans, participation interests in middle market loans and other assets of the CLO VI Issuer. The CLO VI Secured Notes are scheduled to mature on June 21, 2032. The CLO VI Secured Notes were privately placed by SG Americas Securities, LLC.

94
Blue Owl Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
Concurrently with the issuance of the CLO VI Secured Notes, the CLO VI Issuer issued approximately $137.78 million of subordinated securities in the form of 137,775 preferred shares at an issue price of U.S. $1,000 per share (the “CLO VI Preferred Shares”). The CLO VI Preferred Shares were issued by the CLO VI Issuer as part of its issued share capital and are not secured by the collateral securing the CLO VI Secured Notes. The Company purchased all of the CLO VI Preferred Shares, and as such, these securities are eliminated in consolidation. The Company acts as retention holder in connection with the CLO VI Transaction for the purposes of satisfying certain U.S., United Kingdom and European Union regulations requiring sponsors of securitization transactions to retain exposure to the performance of the securitized assets and as such is required to retain a portion of the CLO VI Preferred Shares.
As part of the CLO VI Transaction, the Company entered into a loan sale agreement with the CLO VI Issuer dated as of the CLO VI Closing Date, which provides for the sale and contribution of approximately $205.6 million par amount of middle market loans from the Company to the CLO VI Issuer on the CLO VI Closing Date and for future sales from the Company to the CLO VI Issuer on an ongoing basis. Such loans constitute part of the initial portfolio of assets securing the CLO VI Secured Notes. The remainder of the initial portfolio assets securing the CLO VI Secured Notes consists of approximately $164.7 million par amount of middle market loans purchased by the CLO VI Issuer from ORCC Financing IV LLC, a wholly-owned subsidiary of the Company, under an additional loan sale agreement executed on the CLO VI Closing Date between the CLO VI Issuer and ORCC Financing IV LLC. No gain or loss was recognized as a result of these sales and contributions. The Company and ORCC Financing IV LLC each made customary representations, warranties, and covenants to the CLO VI Issuer under the applicable loan sale agreement.
Through June 20, 2024, a portion of the proceeds received by the CLO VI Issuer from the loans securing the CLO VI Secured Notes may be used by the CLO VI Issuer to purchase additional middle market loans under the direction of the Adviser, in its capacity as collateral manager for the CLO VI Issuer and in accordance with the Company’s investing strategy and ability to originate eligible middle market loans.
The CLO VI Secured Notes are the secured obligation of the CLO VI Issuers, and the CLO VI Indenture includes customary covenants and events of default. The CLO VI Secured Notes have not been registered under the Securities Act, or any state securities (e.g., “blue sky”) laws, and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or pursuant to an applicable exemption from such registration.
The Adviser serves as collateral manager for the CLO VI Issuer under a collateral management agreement dated as of the CLO VI Closing Date. The Adviser is entitled to receive fees for providing these services. The Adviser has waived its right to receive such fees but may rescind such waiver at any time; provided, however, that if the Adviser rescinds such waiver, the management fee payable to the Adviser pursuant to the Investment Advisory Agreement will be offset by the amount of the collateral management fee attributable to the CLO VI Issuers’ equity or notes owned by the Company.
CLO VII
On July 26, 2022 (the “CLO VII Closing Date”), the Company completed a $350.47 million term debt securitization transaction (the “CLO VII Transaction”), also known as a collateralized loan obligation transaction, which is a form of secured financing incurred by the Company. The secured notes and preferred shares issued in the CLO VII Transaction and the secured loan borrowed in the CLO VII Transaction were issued and incurred, as applicable, by the Company’s consolidated subsidiary Owl Rock CLO VII, LLC, a limited liability organized under the laws of the State of Delaware (the “CLO VII Issuer”) and are backed by a portfolio of collateral obligations consisting of middle market loans and participation interests in middle market loans as well as by other assets of the CLO VII Issuer.
The CLO VII Transaction was executed by (A) the issuance of the following classes of notes and preferred shares pursuant to an indenture and security agreement dated as of the CLO VII Closing Date (the “CLO VII Indenture”), by and among the CLO VII Issuer and State Street Bank and Trust Company: (i) $48 million of AAA(sf) Class A-1 Notes, which bear interest at three-month term SOFR plus 2.10%, (ii) $24 million of AAA(sf) Class A-2 Notes, which bear interest at 5.00%, (iii) $6 million of AA(sf) Class B-1 Notes, which bear interest at three-month term SOFR plus 2.85% and (iv) $26.15 million of AA(sf) Class B-2 Notes, which bear interest at 5.71% and (v) $10 million of A(sf) Class C Notes, which bear interest at 6.86% (together, the “CLO VII Secured Notes”) and (B) the borrowing by the CLO VII Issuer of $75 million under floating rate Class A-L1 loans (the “CLO VII Class A-L1 Loans”) and $50 million under floating rate Class A-L2 loans (the “CLO VII Class A-L2 Loans” and together with the CLO VII Class A-L1 Loans and the CLO VII Secured Notes, the “CLO VII Debt”). The CLO VII Class A-L1 Loans and the CLO VII Class A-L2 Loans bear interest at three-month term SOFR plus 2.10%. The CLO VII Class A-L1 Loans were borrowed under a credit agreement (the “CLO VII A-L1 Credit Agreement”), dated as of the CLO VII Closing Date, by and among the CLO VII Issuer, as borrower, various financial institutions, as lenders, and State Street Bank and Trust Company, as collateral trustee and loan agent and the CLO VII Class A-L2 Loans were borrowed under a credit agreement (the “CLO VII A-L2 Credit Agreement”), dated as of the CLO VII Closing Date, by and among the CLO VII Issuer, as borrower, various financial institutions, as lenders, and State Street Bank and Trust Company, as collateral trustee and loan agent. The CLO VII Debt is secured by middle market loans, participation interests in middle market loans and other assets of the CLO VII Issuer. The CLO VII Debt is scheduled to mature on July 20, 2033. The CLO VII Secured Notes were privately placed by SG Americas Securities, LLC as Initial Purchaser.
95
Blue Owl Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
Concurrently with the issuance of the CLO VII Secured Notes and the borrowing under the CLO VII Class A-L1 Loans and CLO VII Class A-L2 Loans, the CLO VII Issuer issued approximately $111.32 million of subordinated securities in the form of 111,320 preferred shares at an issue price of U.S.$1,000 per share (the “CLO VII Preferred Shares”). The CLO VII Preferred Shares were issued by the CLO VII Issuer as part of its issued share capital and are not secured by the collateral securing the CLO VII Debt. The Company purchased all of the CLO VII Preferred Shares. The Company acts as retention holder in connection with the CLO VII Transaction for the purposes of satisfying certain U.S. and European Union regulations requiring sponsors of securitization transactions to retain exposure to the performance of the securitized assets and as such is required to retain a portion of the CLO VII Preferred Shares.
As part of the CLO VII Transaction, the Company entered into a loan sale agreement with the CLO VII Issuer dated as of the CLO VII Closing Date, which provided for the sale and contribution of approximately $255.548 million par amount of middle market loans from the Company to the CLO VII Issuer on the CLO VII Closing Date and for future sales from the Company to the CLO VII Issuer on an ongoing basis. Such loans constituted part of the initial portfolio of assets securing the CLO VII Debt. The remainder of the initial portfolio assets securing the CLO VII Debt consisted of approximately $93.313 million par amount of middle market loans purchased by the CLO VII Issuer from ORCC Financing IV LLC, a wholly-owned subsidiary of the Company, under an additional loan sale agreement executed on the CLO VII Closing Date between the CLO VII Issuer and ORCC Financing IV LLC. No gain or loss was recognized as a result of these sales and contributions. The Company and ORCC Financing IV LLC each made customary representations, warranties, and covenants to the CLO VII Issuer under the applicable loan sale agreement.
Through July 20, 2025, a portion of the proceeds received by the CLO VII Issuer from the loans securing the CLO VII Debt may be used by the CLO VII Issuer to purchase additional middle market loans under the direction of the Adviser, in its capacity as collateral manager for the CLO VII Issuer and in accordance with the Company’s investing strategy and ability to originate eligible middle market loans.
The CLO VII Debt is the secured obligation of the CLO VII Issuer, and the CLO VII Indenture, the CLO VII A-L1 Credit Agreement and the CLO VII A-L2 Credit Agreement each include customary covenants and events of default. The CLO VII Secured Notes have not been registered under the Securities Act, or any state securities (e.g., “blue sky”) laws, and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or pursuant to an applicable exemption from such registration.
The Adviser will serve as collateral manager for the CLO VII Issuer under a collateral management agreement dated as of the CLO VII Closing Date. The Adviser is entitled to receive fees for providing these services. The Adviser has waived its right to receive such fees but may rescind such waiver at any time; provided, however, that if the Adviser rescinds such waiver, the management fee payable to the Adviser pursuant to the Amended and Restated Investment Advisory Agreement, between the Adviser and the Company will be offset by the amount of the collateral management fee attributable to the CLO VII Issuer’s equity or notes owned by the Company.
CLO X
On March 9, 2023 (the “CLO X Closing Date”), the Company completed a $397.7 million term debt securitization transaction (the “CLO X Transaction”), also known as a collateralized loan obligation transaction, which is a form of secured financing incurred by the Company. The secured notes and preferred shares issued in the CLO X Transaction were issued by the Company’s consolidated subsidiary Owl Rock CLO X, LLC, a limited liability organized under the laws of the State of Delaware (the “CLO X Issuer”) and are backed by a portfolio of collateral obligations consisting of middle market loans and participation interests in middle market loans as well as by other assets of the CLO X Issuer.
The CLO X Transaction was executed by the issuance of the following classes of notes and preferred shares pursuant to an indenture and security agreement dated as of the CLO X Closing Date (the “CLO X Indenture”), by and among the CLO X Issuer and State Street Bank and Trust Company: (i) $228 million of AAA(sf) Class A Notes, which bear interest at three-month term SOFR plus 2.45% and (ii) $32 million of AA(sf) Class B Notes, which bear interest at three-month term SOFR plus 3.60% (together, the “CLO X Secured Notes”). The Secured Notes are secured by middle market loans, participation interests in middle market loans and other assets of the CLO X Issuer. The CLO X Secured Notes are scheduled to mature on April 20, 2035. The CLO X Secured Notes were privately placed by Deutsche Bank Securities Inc. as Initial Purchaser.
Concurrently with the issuance of the CLO X Secured Notes, the CLO X Issuer issued approximately $137.7 million of subordinated securities in the form of 137,700 preferred shares at an issue price of U.S. $1,000 per share (the “CLO X Preferred Shares”). The CLO X Preferred Shares were issued by the CLO X Issuer as part of its issued share capital and are not secured by the collateral securing the CLO X Secured Notes. The Company purchased all of the CLO X Preferred Shares. The Company acts as retention holder in connection with the CLO X Transaction for the purposes of satisfying certain U.S. and European Union regulations requiring sponsors of securitization transactions to retain exposure to the performance of the securitized assets and as such is required to retain a portion of the CLO X Preferred Shares.
96
Blue Owl Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
As part of the CLO X Transaction, the Company entered into a loan sale agreement with the CLO X Issuer dated as of the CLO X Closing Date, which provided for the sale and contribution of approximately $245.9 million par amount of middle market loans from the Company to the CLO X Issuer on the CLO X Closing Date and for future sales from the Company to the CLO X Issuer on an ongoing basis. Such loans constituted part of the initial portfolio of assets securing the CLO X Secured Notes. The remainder of the initial portfolio assets securing the CLO X Secured Notes consisted of approximately $141.3 million par amount of middle market loans purchased by the CLO X Issuer from ORCC Financing III LLC, a wholly-owned subsidiary of the Company, under an additional loan sale agreement executed on the CLO X Closing Date between the CLO X Issuer and ORCC Financing III LLC. No gain or loss was recognized as a result of these sales and contributions. The Company and ORCC Financing III LLC each made customary representations, warranties, and covenants to the CLO X Issuer under the applicable loan sale agreement.
Through April 20, 2027, a portion of the proceeds received by the CLO X Issuer from the loans securing the CLO X Secured Notes may be used by the CLO X Issuer to purchase additional middle market loans under the direction of the Adviser, in its capacity as collateral manager for the CLO X Issuer and in accordance with the Company’s investing strategy and ability to originate eligible middle market loans.
The CLO X Secured Notes are the secured obligation of the CLO X Issuer, and the CLO X Indenture includes customary covenants and events of default. The CLO X Secured Notes have not been registered under the Securities Act, or any state securities (e.g., “blue sky”) laws, and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or pursuant to an applicable exemption from such registration.
The Adviser will serve as collateral manager for the CLO X Issuer under a collateral management agreement dated as of the CLO X Closing Date. The Adviser is entitled to receive fees for providing these services. The Adviser has waived its right to receive such fees but may rescind such waiver at any time; provided, however, that if the Adviser rescinds such waiver, the management fee payable to the Adviser pursuant to the Amended and Restated Investment Advisory Agreement, between the Adviser and the Company will be offset by the amount of the collateral management fee attributable to the CLO X Issuer’s equity or notes owned by the Company.
Unsecured Notes
2023 Notes
On December 21, 2017, we entered into a Note Purchase Agreement governing the issuance of $150 million in aggregate principal amount of unsecured notes (the “2023 Notes”) to institutional investors in a private placement. The issuance of $138.5 million of the 2023 Notes occurred on December 21, 2017, and $11.5 million of the 2023 Notes were issued in January 2018. The 2023 Notes had a fixed interest rate of 4.75% and were due on June 21, 2023. Interest on the 2023 Notes was due and ranked semiannually. This interest rate was subject to increase (up to a maximum interest rate of 5.50%) in the event that, subject to certain exceptions, the 2023 Notes ceased to have an investment grade rating. We were obligated to offer to repay the 2023 Notes at par if certain change in control events occur. The 2023 Notes were our general unsecured obligations and ranked pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by us.
The Note Purchase Agreement for the 2023 Notes contained customary terms and conditions for unsecured notes issued in a private placement, including, without limitation, affirmative and negative covenants such as information reporting, maintenance of our status as a BDC within the meaning of the 1940 Act and a RIC under the Code, minimum shareholders equity, minimum asset coverage ratio and prohibitions on certain fundamental changes at us or any subsidiary guarantor, as well as customary events of default with customary cure and notice, including, without limitation, nonpayment, misrepresentation in a material respect, breach of covenant, cross-default under other indebtedness of us or certain significant subsidiaries, certain judgments and orders, and certain events of bankruptcy.
The 2023 Notes were offered in reliance on Section 4(a)(2) of the Securities Act. In connection with the offering of the 2023 Notes, on December 21, 2017, we entered into a centrally cleared interest rate swap. The notional amount of the interest rate swap was $150 million. We received fixed rate interest semi-annually at 4.75% and paid variable rate interest monthly based on 1-month LIBOR plus 2.545%. The interest rate swap matured on December 21, 2021, and therefore, for the three months ended March 31, 2023 and 2022, we did not make any periodic payments. The interest expense related to the 2023 Notes was equally offset by proceeds received from the interest rate swap. The swap adjusted interest expense is included as a component of interest expense in our Consolidated Statements of Operations. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of accrued expenses and other liabilities or prepaid expenses and other assets on our Consolidated Statements of Assets and Liabilities. The change in fair value of the interest rate swap is offset by the change in fair value of the 2023 Notes, with the remaining difference included as a component of interest expense on the Consolidated Statements of Operations.



97
Blue Owl Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
On November 23, 2021, we caused notice to be issued to the holders of the 2023 Notes regarding our exercise of the option to redeem in full all $150 million in aggregate principal amount of the 2023 Notes at 100% of their principal amount, plus the accrued and unpaid interest thereon through, but excluding, the redemption date, December 23, 2021. On December 23, 2021, we redeemed in full all $150 million in aggregate principal amount of the 2023 Notes at 100% of their principal amount, plus the accrued and unpaid interest thereon through, but excluding, December 23, 2021.
2024 Notes
On April 10, 2019, the Company issued $400 million aggregate principal amount of notes that mature on April 15, 2024 (the “2024 Notes”). The 2024 Notes bear interest at a rate of 5.25% per year, payable semi-annually on April 15 and October 15 of each year, commencing on October 15, 2019. The Company may redeem some or all of the 2024 Notes at any time, or from time to time, at a redemption price equal to the greater of (1) 100% of the principal amount of the 2024 Notes to be redeemed or (2) the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of accrued and unpaid interest to the date of redemption) on the 2024 Notes to be redeemed, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using the applicable Treasury Rate plus 50 basis points, plus, in each case, accrued and unpaid interest to the redemption date; provided, however, that if the Company redeems any 2024 Notes on or after March 15, 2024 (the date falling one month prior to the maturity date of the 2024 Notes), the redemption price for the 2024 Notes will be equal to 100% of the principal amount of the 2024 Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.
In connection with the issuance of the 2024 Notes, on April 10, 2019 the Company entered into centrally cleared interest rate swaps. The notional amount of the interest rate swaps is $400 million. The Company will receive fixed rate interest at 5.25% and pay variable rate interest based on one-month SOFR (plus a spread adjustment) plus 3.051%. The interest rate swaps mature on April 10, 2024. For the three and nine months ended September 30, 2023, the Company made periodic payments of $2.7 million and $12.3 million, respectively. For the three months ended September 30, 2022, the Company did not make periodic payments. For the nine months ended September 30, 2022, the Company made periodic payments of $4.3 million.The interest expense related to the 2024 Notes is equally offset by the proceeds received from the interest rate swaps. The swap adjusted interest expense is included as a component of interest expense on the Company’s Consolidated Statements of Operations. As of September 30, 2023 and December 31, 2022, the interest rate swap had a fair value of $(6.9) million and $(13.1) million, respectively. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of accrued expenses and other liabilities or prepaid expenses and other assets on the Company’s Consolidated Statements of Assets and Liabilities. The change in fair value of the interest rate swap is offset by the change in fair value of the 2024 Notes, with the remaining difference included as a component of interest expense on the Consolidated Statements of Operations.
2025 Notes
On October 8, 2019, the Company issued $425 million aggregate principal amount of notes that mature on March 30, 2025 (the “2025 Notes”). The 2025 Notes bear interest at a rate of 4.00% per year, payable semi-annually on March 30 and September 30 of each year, commencing on March 30, 2020. The Company may redeem some or all of the 2025 Notes at any time, or from time to time, at a redemption price equal to the greater of (1) 100% of the principal amount of the 2025 Notes to be redeemed or (2) the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of accrued and unpaid interest to the date of redemption) on the 2025 Notes to be redeemed, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using the applicable Treasury Rate plus 40 basis points, plus, in each case, accrued and unpaid interest to the redemption date; provided, however, that if the Company redeems any 2025 Notes on or after February 28, 2025 (the date falling one month prior to the maturity date of the 2025 Notes), the redemption price for the 2025 Notes will be equal to 100% of the principal amount of the 2025 Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.
July 2025 Notes
On January 22, 2020, the Company issued $500 million aggregate principal amount of notes that mature on July 22, 2025 (the “July 2025 Notes”). The July 2025 Notes bear interest at a rate of 3.75% per year, payable semi-annually on January 22 and July 22, of each year, commencing on July 22, 2020. The Company may redeem some or all of the July 2025 Notes at any time, or from time to time, at a redemption price equal to the greater of (1) 100% of the principal amount of the July 2025 Notes to be redeemed or (2) the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of accrued and unpaid interest to the date of redemption) on the July 2025 Notes to be redeemed, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using the applicable Treasury Rate plus 35 basis points, plus, in each case, accrued and unpaid interest to the redemption date; provided, however, that if the Company redeems any July 2025 Notes on or after June 22, 2025 (the date falling one month prior to the maturity date of the 2025 Notes), the redemption price for the July 2025 Notes will be equal to 100% of the principal amount of the July 2025 Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.
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Notes to Consolidated Financial Statements (Unaudited) - Continued
2026 Notes
On July 23, 2020, the Company issued $500 million aggregate principal amount of notes that mature on January 15, 2026 (the “2026 Notes”). The 2026 Notes bear interest at a rate of 4.25% per year, payable semi-annually on January 15 and July 15 of each year, commencing on January 15, 2021. The Company may redeem some or all of the 2026 Notes at any time, or from time to time, at a redemption price equal to the greater of (1) 100% of the principal amount of the 2026 Notes to be redeemed or (2) the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of accrued and unpaid interest to the date of redemption) on the 2026 Notes to be redeemed, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using the applicable Treasury Rate plus 50 basis points, plus, in each case, accrued and unpaid interest to the redemption date; provided, however, that if the Company redeems any 2026 Notes on or after December, 15 2025 (the date falling one month prior to the maturity date of the 2026 Notes), the redemption price for the 2026 Notes will be equal to 100% of the principal amount of the 2026 Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.
July 2026 Notes
On December 8, 2020, the Company issued $1.0 billion aggregate principal amount of notes that mature on July 15, 2026 (the “July 2026 Notes”). The July 2026 Notes bear interest at a rate of 3.40% per year, payable semi-annually on January 15 and July 15 of each year, commencing on July 15, 2021. The Company may redeem some or all of the July 2026 Notes at any time, or from time to time, at a redemption price equal to the greater of (1) 100% of the principal amount of the July 2026 Notes to be redeemed or (2) the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of accrued and unpaid interest to the date of redemption) on the July 2026 Notes to be redeemed, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using the applicable Treasury Rate plus 50 basis points, plus, in each case, accrued and unpaid interest to the redemption date; provided, however, that if the Company redeems any July 2026 Notes on or after June 15, 2026 (the date falling one month prior to the maturity date of the July 2026 Notes), the redemption price for the July 2026 Notes will be equal to 100% of the principal amount of the July 2026 Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.
2027 Notes
On April 26, 2021, the Company issued $500 million aggregate principal amount of notes that mature on January 15, 2027 (the “2027 Notes”). The 2027 Notes bear interest at a rate of 2.625% per year, payable semi-annually on January 15 and July 15, of each year, commencing on July 15, 2021. The Company may redeem some or all of the 2027 Notes at any time, or from time to time, at a redemption price equal to the greater of (1) 100% of the principal amount of the 2027 Notes to be redeemed or (2) the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of accrued and unpaid interest to the date of redemption) on the 2027 Notes to be redeemed, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using the applicable Treasury Rate plus 30 basis points, plus, in each case, accrued and unpaid interest to the redemption date; provided, however, that if the Company redeems any 2027 Notes on or after December 15, 2026 (the date falling one month prior to the maturity date of the 2027 Notes), the redemption price for the 2027 Notes will be equal to 100% of the principal amount of the 2027 Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.
In connection with the issuance of the 2027 Notes, on April 26, 2021, the Company entered into centrally cleared interest rate swaps. The notional amount of the interest rate swaps is $500 million. The Company will receive fixed rate interest at 2.625% and pay variable rate interest based on one-month SOFR (plus a spread adjustment) plus 1.769%. The interest rate swaps mature on January 15, 2027. For the three and nine months ended September 30, 2023 the Company made periodic payments of $9.9 million and $15.8 million, respectively. For the three and nine months ended September 30, 2022 the Company made periodic payments of $1.0 million and $3.1 million, respectively. The interest expense related to the 2027 Notes is equally offset by the proceeds received from the interest rate swaps. The swap adjusted interest expense is included as a component of interest expense on the Company’s Consolidated Statements of Operations. As of September 30, 2023 and December 31, 2022, the interest rate swap had a fair value of $(57.1) million and $(56.4) million, respectively. Depending on the nature of the balance at period end, the fair value of the interest rate swaps is either included as a component of accrued expenses and other liabilities or prepaid expenses and other assets on the Company’s Consolidated Statements of Assets and Liabilities. The change in fair value of the interest rate swaps is offset by the change in fair value of the 2027 Notes, with the remaining difference included as a component of interest expense on the Consolidated Statements of Operations.






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Notes to Consolidated Financial Statements (Unaudited) - Continued
2028 Notes
On June 11, 2021, the Company issued $450 million aggregate principal amount of notes that mature on June 11, 2028 and on August 17, 2021, the Company issued an additional $400 million aggregate principal amount of the Company's 2.875% notes due 2028 (together, the “2028 Notes”). The 2028 Notes bear interest at a rate of 2.875% per year, payable semi-annually on June 11 and December 11, of each year, commencing on December 11, 2021. The Company may redeem some or all of the 2028 Notes at any time, or from time to time, at a redemption price equal to the greater of (1) 100% of the principal amount of the 2028 Notes to be redeemed or (2) the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of accrued and unpaid interest to the date of redemption) on the 2028 Notes to be redeemed, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using the applicable Treasury Rate plus 30 basis points, plus, in each case, accrued and unpaid interest to the redemption date; provided, however, that if the Company redeems any 2028 Notes on or after April 11, 2028 (the date falling two months prior to the maturity date of the 2028 Notes), the redemption price for the 2028 Notes will be equal to 100% of the principal amount of the 2028 Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.
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Notes to Consolidated Financial Statements (Unaudited) - Continued
Note 7. Commitments and Contingencies
Portfolio Company Commitments
From time to time, the Company may enter into commitments to fund investments. The table below presents outstanding commitments to fund investments in current portfolio companies as of the following periods:

CompanyInvestment
September 30, 2023
December 31, 2022
($ in thousands)
3ES Innovation Inc. (dba Aucerna)First lien senior secured revolving loan$2,193 $2,193 
AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLCLLC Interest9,788 45,000 
AAM Series 2.1 Aviation Feeder, LLCLLC Interest9,909 43,432 
Abacus Life, Inc.First lien senior secured delayed draw term loan8,000 — 
ABB/Con-cise Optical Group LLCFirst lien senior secured revolving loan— 354 
Accela, Inc.First lien senior secured revolving loan— 3,000 
Adenza Group, Inc.First lien senior secured delayed draw term loan— 8,331 
Adenza Group, Inc.First lien senior secured revolving loan18,227 18,227 
AmeriLife Holdings LLCFirst lien senior secured delayed draw term loan61 61 
AmeriLife Holdings LLCFirst lien senior secured revolving loan76 91 
AmSpec Group, Inc. (fka AmSpec Services Inc.)First lien senior secured revolving loan10,649 11,388 
Anaplan, Inc.First lien senior secured revolving loan9,722 9,722 
Apex Service Partners, LLCFirst lien senior secured revolving loan19 19 
Apptio, Inc.First lien senior secured revolving loan— 1,112 
Aramsco, Inc.First lien senior secured revolving loan— 6,703 
Armstrong Bidco Limited (dba The Access Group)First lien senior secured delayed draw term loan— 273 
Ascend Buyer, LLC (dba PPC Flexible Packaging)First lien senior secured revolving loan565 565 
Associations, Inc.First lien senior secured delayed draw term loan11,019 45,792 
Associations, Inc.First lien senior secured revolving loan32,923 32,923 
Bamboo US BidCo LLCFirst lien senior secured delayed draw term loan769 — 
Bamboo US BidCo LLCFirst lien senior secured revolving loan1,026 — 
Bayshore Intermediate #2, L.P. (dba Boomi)First lien senior secured revolving loan5,530 4,607 
BCPE Osprey Buyer, Inc. (dba PartsSource)First lien senior secured delayed draw term loan22,201 28,014 
BCPE Osprey Buyer, Inc. (dba PartsSource)First lien senior secured revolving loan10,011 11,855 
BCTO BSI Buyer, Inc. (dba Buildertrend)First lien senior secured revolving loan8,036 8,036 
Blend Labs, Inc.First lien senior secured revolving loan7,500 7,500 
BP Veraison Buyer, LLC (dba Sun World)First lien senior secured delayed draw term loan— 29,054 
BP Veraison Buyer, LLC (dba Sun World)First lien senior secured revolving loan8,716 8,716 
Brightway Holdings, LLCFirst lien senior secured revolving loan1,579 3,158 
Catalis Intermediate, Inc. (fka GovBrands Intermediate, Inc.)First lien senior secured delayed draw term loan— 1,111 
Catalis Intermediate, Inc. (fka GovBrands Intermediate, Inc.)First lien senior secured revolving loan520 79 
Centrify CorporationFirst lien senior secured revolving loan6,817 — 
Circana Group, L.P. (fka The NPD Group, L.P.)First lien senior secured revolving loan1,238 1,329 
CivicPlus, LLCFirst lien senior secured revolving loan2,482 2,698 
Coupa Holdings, LLCFirst lien senior secured delayed draw term loan70 — 
Coupa Holdings, LLCFirst lien senior secured revolving loan54 — 
Denali BuyerCo, LLC (dba Summit Companies)First lien senior secured delayed draw term loan— 1,719 
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Notes to Consolidated Financial Statements (Unaudited) - Continued
CompanyInvestment
September 30, 2023
December 31, 2022
Denali BuyerCo, LLC (dba Summit Companies)First lien senior secured revolving loan2,998 2,998 
Diamondback Acquisition, Inc. (dba Sphera)First lien senior secured delayed draw term loan— 1,080 
Douglas Products and Packaging Company LLCFirst lien senior secured revolving loan— 2,447 
EET Buyer, Inc. (dba e-Emphasys)First lien senior secured revolving loan364 455 
Entertainment Benefits Group, LLCFirst lien senior secured revolving loan111 44 
Evolution BuyerCo, Inc. (dba SIAA)First lien senior secured revolving loan10,709 10,709 
Finastra USA, Inc.First lien senior secured revolving loan7,298 — 
Forescout Technologies, Inc.First lien senior secured delayed draw term loan48,750 48,750 
Forescout Technologies, Inc.First lien senior secured revolving loan5,345 5,345 
Fortis Solutions Group, LLCFirst lien senior secured delayed draw term loan— 13 
Fortis Solutions Group, LLCFirst lien senior secured revolving loan462 400 
Fullsteam Operations, LLCFirst lien senior secured delayed draw term loan— 3,987 
Gainsight, Inc.First lien senior secured revolving loan1,727 3,357 
Galls, LLCFirst lien senior secured revolving loan24,025 17,192 
Gaylord Chemical Company, L.L.C.First lien senior secured revolving loan13,202 13,202 
Gerson Lehrman Group, Inc.First lien senior secured revolving loan21,563 21,563 
GI Apple Midco LLC (dba Atlas Technical Consultants)First lien senior secured delayed draw term loan141 — 
GI Apple Midco LLC (dba Atlas Technical Consultants)First lien senior secured revolving loan43 — 
GI Ranger Intermediate, LLC (dba Rectangle Health)First lien senior secured revolving loan221 332 
Global Music Rights, LLCFirst lien senior secured revolving loan667 667 
Granicus, Inc.First lien senior secured revolving loan641 789 
H&F Opportunities LUX III S.À R.L (dba Checkmarx)First lien senior secured revolving loan16,250 16,250 
Hercules Borrower, LLC (dba The Vincit Group)First lien senior secured revolving loan19,800 18,685 
HGH Purchaser, Inc. (dba Horizon Services)First lien senior secured delayed draw term loan— 3,824 
HGH Purchaser, Inc. (dba Horizon Services)First lien senior secured revolving loan165 6,520 
Hissho Sushi Merger Sub, LLCFirst lien senior secured revolving loan70 56 
Hyland Software, Inc.First lien senior secured revolving loan2,520 — 
Hometown Food CompanyFirst lien senior secured revolving loan— 3,388 
Ideal Image Development, LLCFirst lien senior secured delayed draw term loan— 1,463 
Ideal Image Development, LLCFirst lien senior secured revolving loan— 1,829 
Ideal Tridon Holdings, Inc.First lien senior secured revolving loan1,829 2,536 
IG Investments Holdings, LLC (dba Insight Global)First lien senior secured revolving loan3,974 2,384 
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 loan83 83 
BradyIFS Holdings, LLC (fka Individual Foodservice Holdings, LLC)First lien senior secured revolving loan19,291 21,567 
Ocala Bidco, Inc.First lien senior secured delayed draw term loan18,988 18,988 
Integrity Marketing Acquisition, LLCFirst lien senior secured loan58,538 — 
Integrity Marketing Acquisition, LLCFirst lien senior secured revolving loan13,533 14,832 
Intelerad Medical Systems Incorporated (fka 11849573 Canada Inc.)First lien senior secured revolving loan2,464 — 
Interoperability Bidco, Inc. (dba Lyniate)First lien senior secured revolving loan3,686 1,522 
Kaseya Inc.First lien senior secured delayed draw term loan1,065 1,134 
Kaseya Inc.First lien senior secured revolving loan850 1,134 
102
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Notes to Consolidated Financial Statements (Unaudited) - Continued
CompanyInvestment
September 30, 2023
December 31, 2022
Lightbeam Bidco, Inc. (dba Lazer Spot)First lien senior secured delayed draw term loan595 — 
Lightbeam Bidco, Inc. (dba Lazer Spot)First lien senior secured revolving loan413 26,833 
Lignetics Investment Corp.First lien senior secured delayed draw term loan— 3,922 
Lignetics Investment Corp.First lien senior secured revolving loan157 1,882 
Litera Bidco LLCFirst lien senior secured revolving loan5,738 4,160 
Mario Purchaser, LLC (dba Len the Plumber)First lien senior secured delayed draw term loan3,729 4,880 
Mario Purchaser, LLC (dba Len the Plumber)First lien senior secured revolving loan1,381 1,381 
Medline Borrower, LPFirst lien senior secured revolving loan7,190 7,190 
MHE Intermediate Holdings, LLC (dba OnPoint Group)First lien senior secured revolving loan7,146 13,361 
Milan Laser Holdings LLCFirst lien senior secured revolving loan2,078 2,078 
MINDBODY, Inc.First lien senior secured revolving loan6,071 6,071 
Ministry Brands Holdings, LLCFirst lien senior secured delayed draw term loan190 226 
Ministry Brands Holdings, LLCFirst lien senior secured revolving loan37 34 
National Dentex Labs LLC (fka Barracuda Dental LLC)First lien senior secured revolving loan3,980 171 
Natural Partners, LLCFirst lien senior secured revolving loan68 68 
Nelipak Holding CompanyFirst lien senior secured USD revolving loan7,371 6,299 
Nelipak Holding CompanyFirst lien senior secured EUR revolving loan6,006 4,481 
NMI Acquisitionco, Inc. (dba Network Merchants)First lien senior secured delayed draw term loan— 3,077 
NMI Acquisitionco, Inc. (dba Network Merchants)First lien senior secured revolving loan1,652 1,652 
Norvax, LLC (dba GoHealth)First lien senior secured revolving loan12,273 12,273 
Notorious Topco, LLC (dba Beauty Industry Group)First lien senior secured delayed draw term loan6,385 6,385 
Notorious Topco, LLC (dba Beauty Industry Group)First lien senior secured revolving loan8,939 7,981 
OB Hospitalist Group, Inc.First lien senior secured revolving loan8,281 9,897 
Ole Smoky Distillery, LLCFirst lien senior secured revolving loan116 116 
Pacific BidCo Inc.First lien senior secured delayed draw term loan3,436 3,436 
Patriot Acquisition TopCo S.A.R.L (dba Corza Health, Inc.) First lien senior secured revolving loan13,538 10,637 
PCF Holdco, LLC (dba PCF Insurance Services)Series A Preferred Units5,825 — 
Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services)First lien senior secured revolving loan6,161 6,161 
Ping Identity Holding Corp.First lien senior secured revolving loan91 91 
Plasma Buyer LLC (dba PathGroup)First lien senior secured delayed draw term loan176 176 
Plasma Buyer LLC (dba PathGroup)First lien senior secured revolving loan61 76 
Pluralsight, LLCFirst lien senior secured revolving loan2,326 3,118 
PPV Intermediate Holdings, LLCFirst lien senior secured delayed draw term loan57 110 
PPV Intermediate Holdings, LLCFirst lien senior secured revolving loan67 49 
Project Power Buyer, LLC (dba PEC-Veriforce)First lien senior secured revolving loan3,188 3,188 
PS Operating Company LLC (fka QC Supply, LLC)First lien senior secured revolving loan1,324 1,159 
QAD, Inc.First lien senior secured revolving loan3,429 3,429 
Quva Pharma, Inc.First lien senior secured revolving loan3,120 2,080 
Relativity ODA LLCFirst lien senior secured revolving loan7,333 7,333 
KRIV Acquisition Inc. (dba Riveron)First lien senior secured delayed draw term loan945 — 
KRIV Acquisition Inc. (dba Riveron)First lien senior secured revolving loan853 — 
SailPoint Technologies Holdings, Inc.First lien senior secured revolving loan4,358 4,358 
Sara Lee Frozen Bakery, LLC (fka KSLB Holdings, LLC)First lien senior secured revolving loan1,800 1,980 
Securonix, Inc.First lien senior secured revolving loan153 153 
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Notes to Consolidated Financial Statements (Unaudited) - Continued
CompanyInvestment
September 30, 2023
December 31, 2022
Sensor Technology Topco, Inc. (dba Humanetics)First lien senior secured revolving loan3,389 — 
SimpliSafe Holding CorporationFirst lien senior secured delayed draw term loan566 772 
Smarsh Inc.First lien senior secured delayed draw term loan95 95 
Smarsh Inc.First lien senior secured revolving loan8 48 
Sonny's Enterprises, LLCFirst lien senior secured delayed draw term loan1,000 — 
Sonny's Enterprises, LLCFirst lien senior secured revolving loan17,969 17,969 
Spotless Brands, LLCFirst lien senior secured revolving loan1,305 1,305 
Summit Acquisition Inc. (dba K2 Insurance Services)First lien senior secured delayed draw term loan178 — 
Summit Acquisition Inc. (dba K2 Insurance Services)First lien senior secured revolving loan89 — 
Swipe Acquisition Corporation (dba PLI)First lien senior secured delayed draw term loan6,228 6,228 
Swipe Acquisition Corporation (dba PLI)Letter of Credit7,118 7,118 
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 loan25 46 
Tahoe Finco, LLCFirst lien senior secured revolving loan9,244 9,244 
Tall Tree Foods, Inc.First lien senior secured delayed draw term loan1,500 — 
Tamarack Intermediate, L.L.C. (dba Verisk 3E)First lien senior secured revolving loan117 116 
Tempo Buyer Corp. (dba Global Claims Services)First lien senior secured delayed draw term loan308 308 
Tempo Buyer Corp. (dba Global Claims Services)First lien senior secured revolving loan95 141 
The Shade Store, LLCFirst lien senior secured revolving loan509 655 
THG Acquisition, LLC (dba Hilb)First lien senior secured revolving loan6,695 8,608 
Thunder Purchaser, Inc. (dba Vector Solutions)First lien senior secured delayed draw term loan— 7,018 
Thunder Purchaser, Inc. (dba Vector Solutions)First lien senior secured revolving loan603 2,522 
Troon Golf, L.L.C.First lien senior secured revolving loan21,622 21,622 
Ultimate Baked Goods Midco, LLCFirst lien senior secured revolving loan9,946 7,335 
Unified Women's Healthcare, LPFirst lien senior secured delayed draw term loan— 33 
Unified Women's Healthcare, LPFirst lien senior secured revolving loan68 88 
USRP Holdings, Inc. (dba U.S. Retirement and Benefits Partners)First lien senior secured revolving loan4,239 4,239 
Valence Surface Technologies LLCFirst lien senior secured revolving loan49 49 
Velocity HoldCo III Inc. (dba VelocityEHS)First lien senior secured revolving loan1,005 1,072 
Walker Edison Furniture Company LLCFirst lien senior secured delayed draw term loan2,248 — 
When I Work, Inc.First lien senior secured revolving loan925 925 
Wingspire Capital Holdings LLCLLC Interest44,855 35,855 
WU Holdco, Inc. (dba Weiman Products, LLC)First lien senior secured revolving loan6,914 9,219 
Zendesk, Inc.First lien senior secured delayed draw term loan17,352 17,352 
Zendesk, Inc.First lien senior secured revolving loan7,145 7,145 
Total Unfunded Portfolio Company Commitments$812,519 $926,091 

As of September 30, 2023, the Company believed they had adequate financial resources to satisfy the unfunded portfolio company commitments.


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Notes to Consolidated Financial Statements (Unaudited) - Continued
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 were 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 December 31, 2022, Goldman Sachs & Co., as agent, had repurchased 944,076 shares of the Company’s common stock pursuant to the 2020 Repurchase Program for approximately $12.6 million. On November 2, 2022, the 2020 Repurchase Program ended in accordance with its terms.
On November 1, 2022, the Board approved the 2022 Stock Repurchase Program (the “2022 Stock Repurchase Program”) under which we may repurchase up to $150 million of our outstanding common stock. Under the 2022 Stock 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 2022 Stock Repurchase Program will terminate 18-months from the date it was approved. Since the 2022 Stock Repurchase Program’s inception, Goldman, Sachs & Co., as agent, has repurchased 4,090,138 shares of the Company’s common stock pursuant to the 2022 Stock Repurchase Plan for approximately $50.0 million as of September 30, 2023.
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, 2023, management was not aware of any material pending or threatened litigation that would require accounting recognition or financial statement disclosure.
105
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Notes to Consolidated Financial Statements (Unaudited) - Continued
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, 2023 and 2022.
Distributions
The tables below present the distributions declared on shares of the Company’s common stock for the following periods:
For the Nine Months Ended September 30, 2023
Date DeclaredRecord DatePayment DateDistribution per Share
August 8, 2023September 29, 2023October 13, 2023$0.33 
August 8, 2023 (supplemental dividend)August 31, 2023September 15, 2023$0.07 
May 9, 2023June 30, 2023July 14, 2023$0.33 
May 9, 2023 (supplemental dividend)May 31, 2023June 15, 2023$0.06 
February 21, 2023March 31, 2023April 14, 2023$0.33 
February 21, 2023 (supplemental dividend)March 3, 2023March 17, 2023$0.04 
For the Nine Months Ended September 30, 2022
Date DeclaredRecord DatePayment DateDistribution per Share
August 2, 2022September 30, 2022November 15, 2022$0.31 
May 3, 2022June 30, 2022August 15, 2022$0.31 
February 23, 2022March 31, 2022May 13, 2022$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.
The following tables presents the shares distributed pursuant to the dividend reinvestment plan for the following periods:

For the Nine Months Ended September 30, 2023
Date DeclaredRecord DatePayment DateShares
August 8, 2023 (supplemental dividend)August 31, 2023September 15, 202389,305
(1)
May 9, 2023June 30, 2023July 14, 2023516,771
(1)
May 9, 2023 (supplemental dividend)May 31, 2023June 15, 202384,363
(1)
February 21, 2023March 31, 2023April 14, 2023558,872
(1)
February 21, 2023 (supplemental dividend)March 3, 2023March 17, 202377,157
November 2, 2022December 31, 2022January 13, 2023583,495
_______________
(1)Shares purchased in the open market in order to satisfy dividends reinvested under our dividend reinvestment program.

106
Blue Owl Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
For the Nine Months Ended September 30, 2022
Date DeclaredRecord DatePayment DateShares
May 3, 2022June 30, 2022August 15, 2022886,113 
(1)
February 23, 2022March 31, 2022May 15, 2022830,764 
(1)
November 2, 2021December 31, 2021January 31, 2022814,084 
_______________
(1)Shares purchased in the open market in order to satisfy dividends reinvested under our dividend reinvestment program.
2020 Stock Repurchase Program
On November 3, 2020, the Board approved the 2020 Repurchase Program under which the Company was authorized to repurchase up to $100 million of the Company’s outstanding common stock. Under the 2020 Repurchase Program program, purchases were made at management’s discretion from time to time in open-market transactions, in accordance with all applicable securities laws and regulations. On November 2, 2021, the Board approved an extension to the 2020 Repurchase Program for an additional 12-months and on November 2, 2022, the 2020 Repurchase Program ended in accordance with its terms. As of December 31, 2022, Goldman, Sachs & Co., as agent, has repurchased 944,076 shares of the Company’s common stock pursuant to the 2020 Stock Repurchase Plan for approximately $12.6 million.
2022 Stock Repurchase Program
On November 1, 2022, the Board approved the 2022 Stock Repurchase Program under which we may repurchase up to $150 million of our outstanding common stock. Under the 2022 Stock 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 2022 Stock Repurchase Program will terminate 18-months from the date it was approved. Since the 2022 Stock Repurchase Program’s inception, Goldman, Sachs & Co., as agent, has repurchased 4,090,138 shares of the Company’s common stock pursuant to the 2022 Stock Repurchase Plan for approximately $50.0 million. For the period ended September 30, 2023, repurchases under the 2022 Repurchase Program was as follows:
Period
($ in millions, except share and per share amounts)		Total Number
of Shares
Repurchased		Average Price Paid per ShareApproximate
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, 2023 - January 31, 20231,493,034 $12.19 $18.2 $115.9 
February 1, 2023 - February 28, 202329,154 $12.98 $0.4 $115.5 
March 1, 2023 - March 31, 2023278,419 $12.61 $3.5 $112.0 
April 1, 2023 - April 30, 2023687,545 $12.65 $8.7 $103.3 
May 1, 2023 - May 31, 2023190,355 $12.53 $2.4 $100.9 
June 1, 2023 - June 30, 202365,305 $13.50 $0.9 $100.0 
Total2,743,812 $34.1 

Note 9. Earnings Per Share
The following table presents the computation of basic and diluted earnings per common share for the following periods:
For the Three Months Ended September 30,
For the Nine Months Ended September 30,
($ in thousands, except per share amounts)
2023
2022
2023
2022
Increase (decrease) in net assets resulting from operations$206,938 $265,427 $604,345 $274,465 
Weighted average shares of common stock outstanding—basic and diluted389,703,612 393,823,013 390,223,606 394,103,935 
Earnings per common share-basic and diluted$0.53 $0.67 $1.55 $0.70 
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Blue Owl Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
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. In addition, a RIC may, in certain cases, satisfy this distribution requirement by distributing dividends relating to a taxable year after the close of such taxable year under the “spillover dividend” provisions of Subchapter M. 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, 2023 we recorded U.S. federal income tax expense/(benefit) of $2.7 million and $8.5 million, respectively, including U.S. federal excise tax expense/(benefit) of $0.9 million and $3.6 million, respectively. 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).
Taxable Subsidiaries
Certain of the Company’s consolidated subsidiaries are subject to U.S. federal and state income taxes. For the three months ended September 30, 2023, the Company recorded a current tax benefit of $(1.0) million. For the nine months ended September 30, 2023 the Company did not record a current tax expense or benefit. For the three and nine months ended September 30, 2022, the Company recorded a current tax expense of $1.6 million and $4.0 million, respectively. The income tax expense for the Company’s 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.
The Company recorded a net deferred tax liability of $25.1 million and $16.0 million as of September 30, 2023 and December 31, 2022, 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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Blue Owl Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
Note 11. Financial Highlights
The table below presents the financial highlights for a common share outstanding for the following periods:
For the Nine Months Ended September 30,
($ in thousands, except share and per share amounts)
2023
2022
Per share data:
Net asset value, beginning of period$14.99 $15.08 
Net investment income(1)
1.42 1.00 
Net realized and unrealized gain (loss)0.13 (0.30)
Total from operations1.55 0.70 
Repurchase of common shares(2)
0.02 — 
Distributions declared from earnings(2)
(1.16)(0.93)
Total increase (decrease) in net assets0.41 (0.23)
Net asset value, end of period$15.40 $14.85 
Shares outstanding, end of period389,732,868 393,823,013 
Per share market value at end of period$13.85 $10.37 
Total Return, based on market value(3)
30.7 %(21.1)%
Total Return, based on net asset value(4)
11.9 %5.2 %
Ratios / Supplemental Data(5)
Ratio of total expenses to average net assets(6)
13.8 %10.4 %
Ratio of net investment income to average net assets(6)
12.4 %9.0 %
Net assets, end of period$6,000,009 $5,847,788 
Weighted-average shares outstanding390,223,606 394,103,935 
Portfolio turnover rate5.1 %10.1 %
_______________
(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 annualized amounts, except in the case of non-recurring expenses (e.g. initial organization expenses).
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Blue Owl Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
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 November 7, 2023, the Board declared a fourth quarter dividend of $0.35 per share for stockholders of record as of December 29, 2023, payable on or before January 12, 2024 and a third quarter supplemental of $0.08 per share for stockholders of record as of November 30, 2023, payable on or before December 15, 2023.
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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 Blue Owl Capital Corporation and involves numerous risks and uncertainties, including, but not limited to, those described in our Form 10-K for fiscal year December 31, 2022 and our Form 10-Q for the quarter ended March 31, 2023 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
Blue Owl Capital Corporation (fka 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 Blue Owl Credit Advisors LLC (fka 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 affiliate of Blue Owl Capital Inc. ("Blue Owl") (NYSE: OWL) and part of Blue Owl’s Credit platform, which focuses 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”) and our common stock began trading on the New York Stock Exchange (“NYSE”) on July 18, 2019. Since July 6, 2023, our common stock trades on the NYSE under the symbol "OBDC."
The Adviser also serves as investment adviser to Blue Owl Capital Corporation II (fka Owl Rock Capital Corporation II) and Blue Owl Credit Income Corp. (fka Owl Rock Core Income Corp.).
Blue Owl consists of three investment platforms: (1) Credit, which focuses on direct lending, (2) GP Strategic Capital, which focuses on providing capital to institutional alternative asset managers, and (3) Real Estate, which focuses on real estate strategies. Blue Owl’s Credit platform is comprised of the Adviser, Blue Owl Technology Credit Advisors LLC (“OTCA”), Blue Owl Technology Credit Advisors II LLC (“OTCA II”), Blue Owl Credit Private Fund Advisors LLC (“OPFA”) and Blue Owl Diversified Credit Advisors LLC (“ODCA” and together with the Adviser, OTCA, OTCA II, and OPFA, the “Blue Owl Credit Advisers”), which also are registered investment advisers. As of September 30, 2023, the Adviser and its affiliates had $79.5 billion of assets under management across the Blue Owl Credit platform.
The management of our investment portfolio is the responsibility of the Adviser and the Diversified Lending 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 Diversified Lending Investment Committee. The Investment Team, under the Diversified Lending 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 Diversified Lending Investment Committee is comprised of Douglas I. Ostrover, Marc S. Lipschultz, Craig W. Packer, Alexis Maged and Jeff Walwyn and, effective December 1, 2023, includes Patrick Linnemann, Meenal Mehta and Logan Nicholson. See “Item 5. — Other Information”.
The Diversified Lending 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 Diversified Lending 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 Diversified Lending Investment Committee. Follow-on investments in existing portfolio companies may require the Diversified Lending 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 Diversified Lending Investment Committee. The compensation packages of certain Diversified Lending 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.
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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 (as amended, 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-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, the Order permits 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 Blue Owl Credit 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 Blue Owl Credit 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.
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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, 2023, our Adviser and its affiliates have originated $82.5 billion aggregate principal amount of investments, of which $78.8 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 resources. We seek to generate current income primarily in U.S. middle market companies, both sponsored and non-sponsored, 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. Except for our specialty financing company investments, 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 those of middle market companies described above, and equity investments in portfolio companies that make senior secured loans or invest in broadly syndicated loans or structured products, such as life settlements and royalty interests. 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, 2023, our average debt investment size in each of our portfolio companies was approximately $63.6 million based on fair value. As of September 30, 2023, our portfolio companies, excluding the investment in Blue Owl Capital Corporation Senior Loan Fund LLC (fka ORCC Senior Loan Fund LLC) ("OBDC SLF") and certain investments that fall outside of our typical borrower profile and represent 82.0% of our total debt portfolio based on fair value, had weighted average annual revenue of $876 million, weighted average annual EBITDA of $196 million, an average interest coverage of 1.8x and an average net loan-to value of 44%.
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”.

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Key Components of Our Results of Operations
Investments
We focus primarily on the direct origination of loans to middle market companies domiciled in the United States.
Our level of investment activity (both the number of investments and the size of each investment) can and will vary substantially from period to period depending on many factors, including the amount of debt and equity capital available to middle market companies, the level of merger and acquisition activity for such companies, the general economic environment and the competitive environment for the types of investments we make.
In addition, as part of our risk strategy on investments, we may reduce the levels of certain investments through partial sales or syndication to additional lenders.
Revenues
We generate revenues primarily in the form of interest income from the investments we hold. In addition, we 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, 2023, 97.7% 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 the Secured Overnight Financing Rate ("SOFR"), London Interbank Offered Rate (“LIBOR”) 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;
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•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;
•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.






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Limited Availability of Capital for Middle-Market Companies. 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.We believe U.S. middle market companies will continue to require access to debt capital to refinance existing debt, support growth and finance acquisitions.We believe that regulatory and structural factors, industry consolidation and general risk aversion, limit the amount of traditional financing available to U.S. middle-market companies. We believe that many commercial and investment banks have, in recent years, de-emphasized their service and product offerings to middle-market businesses in favor of lending to large corporate clients and managing capital markets transactions. In addition, these lenders may be constrained in their ability to underwrite and hold bank loans and high yield securities for middle-market issuers as they seek to meet existing and future regulatory capital requirements. We also believe that there is a lack of market participants that are willing to hold meaningful amounts of certain middle-market loans. As a result, we believe our ability to minimize syndication risk for a company seeking financing by being able to hold its loans without having to syndicate them, coupled with reduced capacity of traditional lenders to serve the middle-market, present an attractive opportunity to invest in middle-market companies.
Capital Markets Have Been Unable to Fill the Void in U.S. Middle Market Finance Left by Banks. Access to underwritten bond and syndicated loan markets is challenging for middle market companies due to loan issue size and liquidity. For example, high yield bonds are generally purchased by institutional investors, such as mutual funds and exchange traded funds (“ETFs”) who, among other things, are focused on the liquidity characteristics of the bond being issued 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. Syndicated 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 have a more stable capital base and have the ability to invest in illiquid assets, and 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. In addition, our Adviser has teams focused on both liquid credit and private credit and these teams are able to collaborate with respect to syndicated loans.
Secular Trends Supporting Growth for Private Credit. We believe that periods of market volatility, such as the current period of market volatility caused , in part, by elevated inflation, rising interest rates, and current geopolitical conditions have accentuated the advantages of private credit. The availability of capital in the liquid credit market is highly sensitive to market conditions whereas we believe private lending has proven to be a stable and reliable source of capital through periods of volatility. We believe the opportunity set for private credit will continue to expand even after the public markets reopen to normal levels. Financial sponsors and companies today are familiar with direct lending and have seen firsthand the strong value proposition that a private solution can offer. Scale, certainty of execution and flexibility all provide borrowers with a compelling alternative to the syndicated and high yield markets. Based on our experience, there is an emerging trend where higher quality credits that have traditionally been issuers in the syndicated and high yield markets are increasingly seeking private solutions independent of credit market conditions. In our view, this is supported by financial sponsors wanting to work with collaborative financing partners that have scale and breadth of capabilities. 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 $2.6 trillion as of June 30, 2023, 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.
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.



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Conservative Capital Structures. Following the global 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.
Portfolio and Investment Activity
As of September 30, 2023, based on fair value, our portfolio consisted of 68.9% first lien senior secured debt investments (of which 67% we consider to be unitranche debt investments (including “last out” portions of such loans)), 13.8% second lien senior secured debt investments, 2.1% unsecured debt investments, 3.1% preferred equity investments, 9.2% common equity investments and 2.9% joint ventures.
As of September 30, 2023, our weighted average total yield of the portfolio at fair value and amortized cost was 11.8% and 11.9%, respectively, and our weighted average yield of accruing debt and income producing securities at fair value and amortized cost was 12.3% and 12.4%, respectively. Refer to our weighted average yields and interest rates table for more information on our calculation of weighted average yields. As of September 30, 2023, the weighted average spread of total debt investments was 6.8%.
As of September 30, 2023, we had investments in 187 portfolio companies with an aggregate fair value of $12.9 billion. As of September 30, 2023 we had net leverage of 1.13x debt-to-equity, which is within our target range.
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, uncertainty around the pace of inflation growth, in conjunction with elevated interest rates and slowing global gross domestic product growth continue to weigh on merger and acquisitions activity, though activity has picked up from earlier in the year. We have seen more new deal opportunities from refinancings, add-on acquisitions and buyout activity over the quarter. In addition, although the pace of originations remains slow, the credit quality of our portfolio has been consistent. We continue to focus on investing in recession resistant industries that we are familiar with, including service oriented sectors such as software, insurance, food and beverage and healthcare, and on additional financings to our existing borrowers. Blue Owl serves as the administrative agent on many of our investments and 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, 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 are continuing to monitor the effect that market volatility, including as a result of an elevated interest rate environment may have on our portfolio companies and our investment activities.
Many of the companies in which we invest have experienced relief and are experiencing improved profitability from earlier supply chain disruptions and elements of geopolitical, economic and financial market instability. In addition, we have seen a moderation in input costs which has helped to offset the impact of rising rates and support growth. These companies are continuing to see solid demand with modest growth in both revenues and EBITDA. However, in the event that the U.S. economy enters into a 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.





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We also continue to invest in specialty financing portfolio companies, including OBDC SLF, Wingspire Capital Holdings LLC (“Wingspire”), Fifth Season Investment LLC ("Fifth Season"), LSI Financing DAC 1 ("LSI Financing"), and AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC and AAM Series2.1 Aviation Feeder, LLC (collectively, "Amergin AssetCo"). These companies may use our capital to support acquisitions which could continue to lead to increased dividend income supported by well-diversified underlying portfolios. See "Specialty Financing Portfolio Companies."
______________
(1)Refer to footnote (1) of our weighted average yields and interest rates table for more information on our calculation of weighted average yields.
The table below presents our investment activity for the following periods (information presented herein is at par value unless otherwise indicated):
For the Three Months Ended September 30,
($ in thousands)
2023
2022
New investment commitments
Gross originations$510,987 $427,436 
Less: Sell downs(10,803)— 
Total new investment commitments$500,184 $427,436 
Principal amount of investments funded:
First-lien senior secured debt investments$363,504 $230,494 
Second-lien senior secured debt investments— — 
Unsecured debt investments— — 
Preferred equity investments— 24,716 
Common equity investments22,266 17,047 
Joint ventures(3)
875 31,500 
Total principal amount of investments funded$386,645 $303,757 
Principal amount of investments sold or repaid:
First-lien senior secured debt investments$(342,060)$(206,828)
Second-lien senior secured debt investments(42,663)— 
Unsecured debt investments— (22,433)
Preferred equity investments(4,963)— 
Common equity investments— — 
Joint ventures(3)
— — 
Total principal amount of investments sold or repaid$(389,686)$(229,261)
Number of new investment commitments in new portfolio companies(1)
7 13 
Average new investment commitment amount$61,240 25,296 
Weighted average term for new debt investment commitments (in years)4.3 6.0
Percentage of new debt investment commitments at
   floating rates		92.2 %80.8 %
Percentage of new debt investment commitments at
   fixed rates		7.8 %19.2 %
Weighted average interest rate of new debt investment
   commitments(2)
11.7 %10.5 %
Weighted average spread over applicable base rate of new floating rate debt investment commitments6.3 %6.3 %
______________
(1)Number of new investment commitments represents commitments to a particular portfolio company.
(2)For the three months ended September 30, 2023, assumes each floating rate commitment is subject to the greater of the interest rate floor (if applicable) or 3-month SOFR, which was 5.40% as of September 30, 2023. For the three months ended September 30, 2022, assumes each floating rate commitment is subject to the greater of the interest rate floor (if applicable) or 3-month SOFR, which was 3.59% as of September 30, 2022.
(3)This was disclosed as “Investment funds and vehicles” as of September 30, 2022.
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The table below presents our investments as of the following periods:
September 30, 2023
December 31, 2022
($ in thousands)Amortized CostFair ValueAmortized CostFair Value
First-lien senior secured debt investments(3)
$8,922,221 $8,875,037 $9,388,499 $9,279,179 
Second-lien senior secured debt investments1,851,637 1,783,604 1,934,274 1,860,978 
Unsecured debt investments294,527 276,071 270,714 248,019 
Preferred equity investments(4)
404,951 401,139 361,690 355,261 
Common equity investments(1)
963,321 1,190,595 772,116 977,927 
Joint ventures(2)(5)
386,214 369,712 318,839 288,981 
Total Investments$12,822,871 $12,896,158 $13,046,132 $13,010,345 
______________
(1)Includes investment in Wingspire, Amergin AssetCo, and Fifth Season.
(2)Includes investment in OBDC SLF.
(3)67% and 69% of which we consider unitranche loans as of September 30, 2023 and December 31, 2022, respectively.
(4)Includes investment in LSI Financing.
(5)This was disclosed as “Investment funds and vehicles” as of December 31, 2022.


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The table below presents investments by industry composition based on fair value as of the following periods:
September 30, 2023
December 31, 2022
Advertising and media1.4 %1.5 %
Aerospace and defense3.0 2.8 
Asset based lending and fund finance(1)
6.3 4.9 
Automotive2.0 1.5 
Buildings and real estate3.9 3.7 
Business services3.0 2.9 
Chemicals1.3 1.6 
Consumer products3.9 3.9 
Containers and packaging1.3 1.3 
Distribution3.6 4.2 
Education0.8 1.0 
Financial services4.6 5.0 
Food and beverage6.4 6.7 
Healthcare equipment and services4.0 3.9 
Healthcare providers and services4.6 4.5 
Healthcare technology4.7 4.8 
Household products2.3 2.1 
Human resource support services1.5 1.5 
Infrastructure and environmental services1.3 1.2 
Insurance(3)
9.6 9.3 
Internet software and services12.7 13.3 
Joint ventures(2)(5)
2.9 2.2 
Leisure and entertainment1.8 2.2 
Manufacturing5.8 5.8 
Oil and gas0.3 0.8 
Pharmaceuticals(4)
0.2 — 
Professional services3.9 3.5 
Specialty retail2.2 2.2 
Transportation0.7 1.7 
Total100.0 %100.0 %
______________
(1)Includes investment in Wingspire and Amergin AssetCo.
(2)Includes investment in OBDC SLF.
(3)Includes equity investment in Fifth Season.
(4)Includes investment in LSI Financing.
(5)This was disclosed as “Investment funds and vehicles” as of December 31, 2022.

The table below presents investments by geographic composition based on fair value as of the following periods:
September 30, 2023
December 31, 2022
United States:
Midwest18.1 %17.5 %
Northeast19.6 20.4 
South34.6 34.4 
West19.7 20.6 
International8.0 7.1 
Total100.0 %100.0 %

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The table below presents the weighted average yields and interest rates of our investments at fair value as of the following periods:
September 30, 2023
December 31, 2022
Weighted average total yield of portfolio(1)
11.8 %11.0 %
Weighted average total yield of debt and income producing securities(1)
12.3 %11.5 %
Weighted average interest rate of debt securities12.1 %11.0 %
Weighted average spread over base rate of all floating rate investments6.7 %6.7 %
______________
(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 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 RatingDescription
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
5Investments 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.
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The Adviser has built out its portfolio management team to include workout experts who closely monitor our portfolio companies and who, on at least a quarterly basis, assess each portfolio company’s operational and liquidity exposure and outlook to understand and mitigate risks; and, on at least a monthly basis, evaluates existing and newly identified situations where operating results are deviating from expectations. As part of its monitoring process, the Adviser focuses on projected liquidity needs and where warranted, re-underwriting credits and evaluating downside and liquidation scenarios.
The Adviser focuses on downside protection by leveraging existing rights available under our credit documents; however, for investments that are significantly underperforming or which may need to be restructured, the Adviser’s workout team partners with the investment team and all material amendments, waivers and restructurings require the approval of a majority of the Diversified Lending Investment Committee. As of September 30, 2023, only three of our portfolio companies are on non-accrual. Our annual gain/loss ratio is less than 0.15%.
The table below presents the composition of our portfolio on the 1 to 5 rating scale as of the following periods:
September 30, 2023
December 31, 2022
Investment RatingInvestments
at Fair Value		Percentage of
Total Portfolio		Investments
at Fair Value		Percentage of
Total Portfolio
($ in thousands)
1$1,334,422 10.3 %$1,636,460 12.6 %
210,117,027 78.5 9,951,409 76.5 
31,327,533 10.3 1,268,891 9.7 
4108,114 0.8 103,104 0.8 
59,062 0.1 50,481 0.4 
Total$12,896,158 100.0 %$13,010,345 100.0 %

The table below presents the amortized cost of our performing and non-accrual debt investments as of the following periods:
September 30, 2023
December 31, 2022
($ in thousands)Amortized CostPercentageAmortized CostPercentage
Performing$10,946,043 98.9 %$11,367,517 98.1 %
Non-accrual122,342 1.1 225,967 1.9 
Total$11,068,385 100.0 %$11,593,484 100.0 %
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.

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 made periodic additional commitments to increase our total to $450 million.
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 million equity commitment to Amergin AssetCo on July 1, 2022. We increased our commitment to Amergin AssetCo. on July 28, 2023 to $110 million, of which $74.4 million is equity and $35.6 million is debt. 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.

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Fifth Season Investments LLC
Fifth Season is a portfolio company created to invest in life settlement assets. On July 18, 2022, we made a $15.9 million equity investment in Fifth Season. We have made periodic increases in our investment in Fifth Season, including $12.3 million and $33.3 million during the the three and nine months ended September 30, 2023, respectively. Our investment in Fifth Season is a co-investment 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 Fifth Season.
LSI Financing 1 DAC (“LSI Financing”)
LSI Financing is a portfolio company formed to acquire contractual rights to revenue pursuant to earnout agreements generally in the life sciences space. On December 14, 2022, we made a $6.2 million investment in LSI Financing. We have made periodic increases in our investment in LSI Financing including $15.0 million during the nine months ended September 30, 2023. Our investment in LSI Financing is a co-investment 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 LSI Financing.
Blue Owl Capital Corporation Senior Loan Fund LLC (fka ORCC Senior Loan Fund LLC)
OBDC SLF was formed as a joint venture between us and The Regents of the University of California (“Regents”) and commenced operations on June 20, 2017. OBDC SLF’s principal purpose is to make investments, primarily in senior secured loans that are made to middle-market companies or in broadly syndicated loans. Through June 30, 2021, both we and Regents had a 50% economic ownership in OBDC SLF. Effective as of June 30, 2021, capital commitments to OBDC SLF were increased to an aggregate of $371.5 million. In connection with this change, 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, the Members increased their capital commitments in OBDC SLF to an aggregate of $571.5 million. OBDC SLF is managed by the Members, each of which have equal voting rights. Investment decisions must be approved by each of the Members. Except under certain circumstances, contributions to OBDC SLF cannot be redeemed.
We have determined that OBDC 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 OBDC SLF.
As of September 30, 2023 and December 31, 2022, OBDC SLF had total investments in senior secured debt at fair value of $1,082.7 million and $997.4 million, respectively. The determination of fair value is in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification 820, Fair Value Measurements (“ASC 820”), as amended; however, such fair value is not included in our Board’s valuation process. The following tables presents a summary of OBDC SLF’s portfolio as well as a listing of the portfolio investments in its portfolio as of the following periods:
($ in thousands)
September 30, 2023
December 31, 2022
Total senior secured debt investments(1)
$1,120,374 $1,045,865 
Weighted average spread over base rate(1)
4.23 %4.05 %
Number of portfolio companies62 56 
Largest funded investment to a single borrower(1)
39,956 40,272 
_______________
(1)At par.











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Blue Owl Capital Corporation Senior Loan Fund's Portfolio as of September 30, 2023
($ in thousands)
(Unaudited)

Company(1)(2)(4)(5)		InvestmentInterestMaturity DatePar / UnitsAmortized Cost(3)Fair ValuePercentage of Members' Equity
Debt Investments
Aerospace and defense
Applied Composites Holdings, LLC (fka AC&A Enterprises Holdings, LLC)(9)(11)First lien senior secured loanS + 6.00% (0.75% PIK)01/202534,122 34,022 26,563 6.3 %
Applied Composites Holdings, LLC (fka AC&A Enterprises Holdings, LLC)(9)(11)First lien senior secured revolving loanS + 6.00% (0.75% PIK)01/20253,025 3,022 2,355 0.6 %
Bleriot US Bidco Inc.(6)(11)First lien senior secured loanS + 4.00%10/202825,176 24,981 25,176 6.0 %
Dynasty Acquisition Co., Inc. (dba StandardAero Limited)(10)First lien senior secured loanS + 4.00%08/202819,950 19,754 19,893 4.7 %
82,273 81,779 73,987 17.6 %
Automotive
Holley Inc.(6)(11)First lien senior secured loanS + 3.75%11/202822,613 22,488 21,794 5.2 %
Mavis Tire Express Services Topco Corp.(6)(10)First lien senior secured loanS + 4.00%05/20282,903 2,886 2,893 0.7 %
PAI Holdco, Inc.(6)(11)First lien senior secured loanS + 3.75%10/202713,741 13,373 12,982 3.1 %
39,257 38,747 37,669 9.0 %
Buildings and Real estate
CoreLogic Inc.(6)(10)First lien senior secured loanS + 3.50%06/20287,289 6,854 6,721 1.6 %
Wrench Group LLC(11)First lien senior secured loanS + 4.00%04/202631,759 31,673 31,601 7.5 %
39,048 38,527 38,322 9.1 %
Business Services
Capstone Acquisition Holdings, Inc.(10)First lien senior secured loanS + 4.75%11/202714,259 14,163 14,224 3.4 %
Capstone Acquisition Holdings, Inc.(9)(10)First lien senior secured delayed draw term loanS + 4.75%11/2027911 905 908 0.2 %
CoolSys, Inc.(11)First lien senior secured loanS + 4.75%08/202827,232 26,288 25,121 5.9 %
ConnectWise, LLC(6)(10)First lien senior secured loanS + 3.50%09/202816,703 16,639 16,410 3.9 %
LABL, Inc.(6)(10)First lien senior secured loanS + 5.00%10/20284,783 4,729 4,764 1.1 %
Packers Holdings, LLC(6)(10)First lien senior secured loanS + 3.25%03/202810,295 10,077 6,074 1.4 %
74,183 72,801 67,501 15.9 %
Chemicals
Aruba Investments Holdings LLC (dba Angus Chemical Company)(6)(10)First lien senior secured loanS + 4.00%11/202717,739 17,380 17,363 4.1 %
Cyanco Intermediate 2 Corp.(6)(10)First lien senior secured loanS + 4.75%07/20284,999 4,852 5,002 1.2 %
22,738 22,232 22,365 5.3 %
Consumer Products
Olaplex, Inc.(6)(10)First lien senior secured loanS + 3.50%02/202924,999 24,171 20,844 4.9 %
24,999 24,171 20,844 4.9 %
Containers and Packaging
BW Holding, Inc.(6)(11)First lien senior secured loanS + 4.00%12/202820,987 19,985 18,792 4.4 %
Five Star Lower Holding LLC(11)First lien senior secured loanS + 4.25%05/202925,626 25,318 24,601 5.8 %
Ring Container Technologies Group, LLC(6)(10)First lien senior secured loanS + 3.50%08/202824,563 24,517 24,538 5.8 %
Valcour Packaging, LLC(6)(12)First lien senior secured loanL + 3.75%10/20286,895 6,878 5,530 1.3 %
78,071 76,698 73,461 17.3 %
Distribution
124

Blue Owl Capital Corporation Senior Loan Fund's Portfolio as of September 30, 2023
($ in thousands)
(Unaudited)

Company(1)(2)(4)(5)		InvestmentInterestMaturity DatePar / UnitsAmortized Cost(3)Fair ValuePercentage of Members' Equity
BCPE Empire Holdings, Inc. (dba Imperial-Dade)(6)(10)First lien senior secured loanS + 4.75%12/202824,688 23,798 24,663 5.8 %
Dealer Tire Financial, LLC(10)First lien senior secured loanS + 4.50%12/202730,725 30,112 30,744 7.3 %
SRS Distribution, Inc.(6)(10)First lien senior secured loanS + 3.50%06/20289,800 9,748 9,690 2.3 %
65,213 63,658 65,097 15.4 %
Education
Spring Education Group, Inc. (fka SSH Group Holdings, Inc.)(10)First lien senior secured loanS + 4.50%09/203020,000 19,750 19,750 4.7 %
Sophia, L.P.(10)First lien senior secured loanS + 4.25%10/202719,750 19,597 19,701 4.7 %
39,750 39,347 39,451 9.4 %
Financial Services
Saphilux S.a.r.L (dba IQ EQ)(11)First lien senior secured loanS + 4.75%07/202815,000 14,782 14,775 3.5 %
15,000 14,782 14,775 3.5 %
Food and beverage
Balrog Acquisition, Inc. (dba Bakemark)(6)(10)First lien senior secured loanS + 4.00%09/202824,563 24,370 24,255 5.7 %
Dessert Holdings(10)First lien senior secured loanS + 4.00%06/202825,523 25,385 22,715 5.4 %
Naked Juice LLC (dba Tropicana)(6)(11)First lien senior secured loanS + 3.25%01/20291,975 1,972 1,872 0.3 %
Sovos Brands Intermediate, Inc.(6)(11)First lien senior secured loanS + 3.50%06/202820,724 20,687 20,701 4.9 %
72,785 72,414 69,543 16.3 %
Healthcare equipment and services
Cadence, Inc.(11)First lien senior secured loanS + 5.00%05/202626,231 26,053 25,444 6.0 %
Cadence, Inc.(11)First lien senior secured loanS + 4.75%05/20262,202 2,113 2,136 0.5 %
Cadence, Inc.(7)(11)First lien senior secured revolving loanS + 4.75%05/20264,976 4,963 4,756 1.1 %
Confluent Medical Technologies, Inc.(11)First lien senior secured loanS + 3.75%02/20294,925 4,905 4,839 1.1 %
Medline Borrower, LP(6)(10)First lien senior secured loanS + 3.25%10/202824,625 24,534 24,544 5.8 %
Packaging Coordinators Midco, Inc.(6)(11)First lien senior secured loanS + 3.50%11/20274,899 4,890 4,874 1.2 %
67,858 67,458 66,593 15.7 %
Healthcare providers and services
Confluent Health, LLC(6)(11)First lien senior secured loanS + 4.00%11/202824,651 24,555 23,376 5.5 %
Covetrus, Inc.(11)First lien senior secured loanS + 5.00%10/202914,925 14,124 14,752 3.5 %
HAH Group Holding Company LLC (dba Help at Home)(10)First lien senior secured loanS + 5.00%10/20278,963 8,720 8,784 2.1 %
Phoenix Newco, Inc. (dba Parexel)(6)(10)First lien senior secured loanS + 3.25%11/202827,088 26,983 26,874 6.4 %
Physician Partners, LLC(10)First lien senior secured loanS + 4.00%12/20289,850 9,770 9,346 2.2 %
85,477 84,152 83,132 19.7 %
Healthcare technology
Athenahealth Group Inc.(10)First lien senior secured loanS + 3.25%02/202917,607 17,539 17,249 4.1 %
Bracket Intermediate Holding Corp.(6)(11)First lien senior secured loanS + 5.00%05/202819,949 19,390 19,904 4.7 %
Imprivata, Inc.(6)(10)First lien senior secured loanS + 4.25%12/202719,750 19,160 19,726 4.7 %
PointClickCare Technologies, Inc.(11)First lien senior secured loanS + 4.00%12/20274,863 4,806 4,863 1.2 %
125

Blue Owl Capital Corporation Senior Loan Fund's Portfolio as of September 30, 2023
($ in thousands)
(Unaudited)

Company(1)(2)(4)(5)		InvestmentInterestMaturity DatePar / UnitsAmortized Cost(3)Fair ValuePercentage of Members' Equity
62,169 60,895 61,742 14.7 %
Infrastructure and environmental services
CHA Holding, Inc.(11)First lien senior secured loanS + 4.50%04/202539,956 39,848 39,756 9.4 %
39,956 39,848 39,756 9.4 %
Insurance
Acrisure, LLC(6)(11)First lien senior secured loanS + 5.75%02/20279,925 9,514 9,950 2.4 %
AssuredPartners, Inc.(6)(10)First lien senior secured loanS + 4.25%02/20274,950 4,808 4,947 1.2 %
Asurion, LLC(10)First lien senior secured loanS + 4.25%08/20287,891 7,542 7,654 1.8 %
Broadstreet Partners, Inc.(6)(10)First lien senior secured loanS + 4.00%01/20294,987 4,929 4,982 1.1 %
Integro Parent Inc.(9)(11)First lien senior secured loanS + 12.25% (PIK)10/20243,598 3,598 3,598 0.8 %
Integro Parent Inc.(7)(9)(11)First lien senior secured revolving loanS + 4.50%10/2024725 725 725 0.2 %
Hyperion Refinance S.à r.l (dba Howden Group)(6)(10)First lien senior secured loanS + 5.25%04/203019,900 19,147 19,876 4.7 %
51,976 50,263 51,732 12.2 %
Internet software and services
Barracuda Networks, Inc.(6)(11)First lien senior secured loanS + 4.50%08/202924,813 24,163 24,537 5.8 %
CDK Global, Inc.(11)First lien senior secured loanS + 4.25%07/202924,813 24,171 24,800 5.9 %
DCert Buyer, Inc.(6)(10)First lien senior secured loanS + 4.00%10/202611,849 11,804 11,759 2.8 %
Fortra, LLC (f/k/a Help/Systems Holdings, Inc.)(6)(11)First lien senior secured loanS + 4.00%11/202614,733 14,659 14,085 3.3 %
76,208 74,797 75,181 17.8 %
Manufacturing
Engineered Machinery Holdings, Inc. (dba Duravant)(11)First lien senior secured loanS + 3.50%05/202834,387 34,262 34,174 8.1 %
Gloves Buyer, Inc. (dba Protective Industrial Products)(10)First lien senior secured loanS + 4.00%12/202714,762 14,616 14,652 3.5 %
Pro Mach Group, Inc.(6)(10)First lien senior secured loanS + 4.00%08/202824,569 24,476 24,572 5.8 %
73,718 73,354 73,398 17.4 %
Professional Services
Apex Group Treasury LLC(6)(11)First lien senior secured loanS + 3.75%07/202832,436 32,348 32,098 7.6 %
Sovos Compliance, LLC(6)(10)First lien senior secured loanS + 4.50%08/202825,325 25,198 24,887 5.9 %
57,761 57,546 56,985 13.5 %
Telecommunications
EOS U.S. Finco LLC(11)First lien senior secured loanS + 6.00%10/202922,348 21,142 21,901 5.2 %
EOS U.S. Finco LLC(7)(8)(11)First lien senior secured loanS + 6.00%10/2029— (61)(51)— %
Park Place Technologies, LLC(6)(10)First lien senior secured loanS + 5.00%11/202714,773 14,388 14,514 3.4 %
37,121 35,469 36,364 8.6 %
Transportation
Safe Fleet Holdings LLC(6)(10)First lien senior secured loanS + 5.00%02/202914,813 14,431 14,813 3.5 %
14,813 14,431 14,813 3.5 %
Total Debt Investments1,120,374 1,103,369 1,082,711 256.2 %
Total Investments1,120,374 1,103,369 1,082,711 256.2 %
126

_____________
(1)Certain portfolio company investments are subject to contractual restrictions on sales.
(2)Unless otherwise indicated, OBDC SLF’s investments are pledged as collateral supporting the amounts outstanding under OBDC SLF’s credit facility.
(3)The amortized cost represents the original cost adjusted for the amortization or accretion of premiums or discounts, as applicable, on debt investments using the effective interest method.
(4)Unless otherwise indicated, all investments are considered Level 3 investments.
(5)Unless otherwise indicated, loan contains a variable rate structure and may be subject to an interest rate floor. Variable rate loans bear interest at a rate that may be determined by reference to either the London Interbank Offered Rate (“LIBOR” or “L”) (which can include one-, two-, three- or six-month LIBOR), Secured Overnight Financing Rate ("SOFR" or "S," which can include one-, three- or six- month SOFR), or an alternate base rate (which can include the Federal Funds Effective Rate or the Prime Rate), at the borrower’s option, and which reset periodically based on the terms of the loan agreement.
(6)Level 2 investment.
(7)Position or portion thereof is an unfunded loan commitment.
(8)The negative cost is the result of the capitalized discount being greater than the principal amount outstanding on the loan. The negative fair value is the result of the capitalized discount on the loan.
(9)Investment is not pledged as collateral under OBDC SLF’s credit facilities.
(10)The interest rate on these loans is subject to 1 month SOFR, which as of September 30, 2023 was 5.32%.
(11)The interest rate on these loans is subject to 3 month SOFR, which as of September 30, 2023 was 5.40%.
(12)The interest rate on these loans is subject to 6 month LIBOR, which as of September 30, 2023 was 5.90%.

Blue Owl Capital Corporation Senior Loan Fund's Portfolio as of December 31, 2022
($ in thousands)
Company(1)(2)(4)(5)InvestmentInterestMaturity DatePar / UnitsAmortized Cost(3)Fair ValuePercentage of Members' Equity
Debt Investments
Aerospace and defense
Applied Composites Holdings, LLC (fka AC&A Enterprises Holdings, LLC)(7)First lien senior secured loanL +6.00%1/2025$34,111 $33,956 $33,305 10.1 %
Applied Composites Holdings, LLC (fka AC&A Enterprises Holdings, LLC)(7)(13)First lien senior secured revolving loanL +6.00%1/20253,000 2,995 2,928 0.9 %
Bleriot US Bidco Inc.(7)First lien senior secured loanL +4.00%10/202625,368 25,282 25,049 7.6 %
Dynasty Acquisition Co., Inc. (dba StandardAero Limited)(14)First lien senior secured loanS +3.50%4/202638,700 38,602 36,813 11.0 %
101,179 100,835 98,095 29.6 %
Automotive
Holley, Inc.(7)(9)First lien senior secured loanL +3.75%11/202823,202 23,060 20,025 6.1 %
Mavis Tire Express Services Topco Corp. (9) (14)First lien senior secured loanS +4.00%5/20282,925 2,905 2,785 0.8 %
PAI Holdco, Inc.(7)First lien senior secured loanL +3.75%10/20279,887 9,767 8,700 2.6 %
36,014 35,732 31,510 9.5 %
Buildings and Real estate
CoreLogic Inc. (6)(9)First lien senior secured loanL +3.50%6/202812,357 11,545 10,273 3.1 %
Wrench Group, LLC.(7)First lien senior secured loanL +4.00%4/202632,008 31,898 30,890 9.5 %
44,365 43,443 41,163 12.6 %
Business Services
Capstone Acquisition Holdings, Inc. (6)First lien senior secured loanL +4.75%11/20274,953 4,916 4,941 1.5 %
Capstone Acquisition Holdings, Inc. (6)First lien senior secured delayed draw term loanL +4.75%11/2027334 331 333 0.1 %
CoolSys, Inc.(7)First lien senior secured loanL +4.75%8/202813,932 13,817 11,250 3.4 %
CoolSys, Inc.(10)(11)(12)(13)First lien senior secured delayed draw term loanL +4.75%8/2023— (19)(467)— %
127

Blue Owl Capital Corporation Senior Loan Fund's Portfolio as of December 31, 2022
($ in thousands)
Company(1)(2)(4)(5)InvestmentInterestMaturity DatePar / UnitsAmortized Cost(3)Fair ValuePercentage of Members' Equity
ConnectWise, LLC(6)(9)First lien senior secured loanL +3.50%9/202816,830 16,759 15,951 4.8 %
LABL, Inc.(6)First lien senior secured loanL +5.00%10/20287,920 7,819 7,496 2.3 %
Packers Holdings, LLC(6)First lien senior secured loanL +3.25%3/202821,066 20,679 18,327 5.5 %
65,035 64,302 57,831 17.6 %
Chemicals
Aruba Investments Holdings LLC (dba Angus Chemical Company)(6)First lien senior secured loanL +3.75%11/202715,874 15,525 15,398 4.7 %
15,874 15,525 15,398 4.7 %
Consumer Products
Olaplex, Inc.(14)First lien senior secured loanS +3.50%2/202914,925 14,892 14,030 4.2 %
14,925 14,892 14,030 4.2 %
Containers and Packaging
BW Holding, Inc.(15)First lien senior secured loanS +4.00%12/202812,197 11,971 11,221 3.4 %
Five Star Lower Holding LLC (16)First lien senior secured loanS +4.25%5/202921,820 21,540 21,275 6.4 %
Ring Container Technologies Group, LLC (dba Ring Container Technologies)(6)First lien senior secured loanL +3.50%8/202824,750 24,699 24,379 7.4 %
Valcour Packaging, LLC (8)First lien senior secured loanL +3.75%10/20286,948 6,927 6,218 1.9 %
65,715 65,137 63,093 19.1 %
Distribution
BCPE Empire Holdings, Inc. (dba Imperial-Dade) (9)(14)First lien senior secured loanS +4.63%6/202624,813 24,044 24,068 7.3 %
Dealer Tire, LLC(14)First lien senior secured loanS +4.50%12/202535,982 35,091 35,563 10.7 %
SRS Distribution, Inc.(7)First lien senior secured loanL +3.50%6/20289,875 9,816 9,431 2.9 %
70,670 68,951 69,062 20.9 %
Education
Spring Education Group, Inc. (fka SSH Group Holdings, Inc.)(7)First lien senior secured loanL +4.00%7/202533,512 33,470 32,646 9.9 %
Sophia, L.P. (14)First lien senior secured loanS +4.25%10/202719,900 19,723 19,850 6.0 %
53,412 53,193 52,496 15.9 %
Food and beverage
Balrog Acquisition, Inc. (dba Bakemark)(7)First lien senior secured loanL +4.00%9/202824,750 24,533 24,193 7.3 %
Dessert Holdings(7)First lien senior secured loanL +4.00%6/202825,718 25,560 23,789 7.2 %
Eagle Parent Corp.(9)(15)First lien senior secured loanS +4.25%4/20292,722 2,661 2,668 0.8 %
Naked Juice LLC (dba Tropicana)(9)(15)First lien senior secured loanS +3.25%1/20291,990 1,986 1,775 0.5 %
Sovos Brands Intermediate, Inc.(7)(9)First lien senior secured loanL +3.50%6/202820,724 20,683 20,138 6.1 %
75,904 75,423 72,563 21.9 %
128

Blue Owl Capital Corporation Senior Loan Fund's Portfolio as of December 31, 2022
($ in thousands)
Company(1)(2)(4)(5)InvestmentInterestMaturity DatePar / UnitsAmortized Cost(3)Fair ValuePercentage of Members' Equity
Healthcare equipment and services
Cadence, Inc.(6)First lien senior secured loanL +5.00%5/202528,640 28,277 27,793 8.4 %
Cadence, Inc.(6)(10)(13)First lien senior secured revolving loanL +5.00%5/20242,921 2,892 2,704 0.8 %
Confluent Medical Technologies, Inc.(15)First lien senior secured loanS +3.75%2/20294,963 4,940 4,702 1.4 %
Medline Intermediate, LP(6)(9)First lien senior secured loanL +3.25%10/202824,813 24,710 23,547 7.1 %
Packaging Coordinators Midco, Inc.(7)(9)First lien senior secured loanL +3.50%11/20274,937 4,927 4,672 1.4 %
66,274 65,746 63,418 19.1 %
Healthcare providers and services
Confluent Health, LLC(6)First lien senior secured loanL +4.00%11/202820,419 20,331 20,011 6.1 %
Confluent Health, LLC(6)(10)(12)(13)First lien senior secured delayed draw term loanL +4.00%11/20232,514 2,496 2,426 0.7 %
Corgi Bidco, Inc.(9)(15)First lien senior secured loanS +5.00%10/202915,000 14,126 14,018 4.2 %
Phoenix Newco, Inc. (dba Parexel)(6)(9)First lien senior secured loanL +3.25%11/202827,294 27,177 26,240 7.9 %
Physician Partners, LLC(9)(14)First lien senior secured loanS +4.00%12/20289,925 9,836 9,434 2.9 %
75,152 73,966 72,129 21.8 %
Healthcare technology
Athenahealth, Inc.(9)(14)First lien senior secured loanS +3.50%2/202917,741 17,665 15,974 4.8 %
Athenahealth, Inc.(9)(10)(11)(12)(13)(14)First lien senior secured delayed draw term loanS +3.50%8/2023— (4)(206)— %
Imprivata, Inc.(14)First lien senior secured loanS +4.25%12/202719,900 19,305 19,154 5.8 %
PointClickCare Technologies Inc.(15)First lien senior secured loanS +4.00%12/20279,925 9,794 9,751 3.0 %
47,566 46,760 44,673 13.6 %
Infrastructure and environmental services
CHA Holding, Inc.(7)First lien senior secured loanL +4.50%4/202540,272 40,115 39,466 11.9 %
40,272 40,115 39,466 11.9 %
Insurance
Acrisure, LLC(15)First lien senior secured loanS +5.75%2/202710,000 9,513 9,900 3.0 %
AssuredPartners, Inc.(6)First lien senior secured loanL +4.25%2/20274,988 4,822 4,875 1.5 %
Integro Parent Inc.(15)First lien senior secured loanS +10.25%10/20243,649 3,648 3,638 1.1 %
Integro Parent Inc.(15)First lien senior secured revolving loanS +10.25%10/2024736 736 733 0.2 %
19,373 18,719 19,146 5.8 %
Internet software and services
Barracuda Networks, Inc. (15)First lien senior secured loanS +4.50%8/202925,000 24,282 24,063 7.3 %
CDK Global, Inc.(9)(15)First lien senior secured loanS +4.50%7/202925,000 24,292 24,745 7.5 %
DCert Buyer, Inc. (dba DigiCert)(9)(16)First lien senior secured loanS +4.00%10/202621,993 21,925 21,214 6.4 %
Help/Systems Holdings, Inc.(15)First lien senior secured loanS +4.00%11/202614,847 14,773 13,325 4.0 %
86,840 85,272 83,347 25.2 %
129

Blue Owl Capital Corporation Senior Loan Fund's Portfolio as of December 31, 2022
($ in thousands)
Company(1)(2)(4)(5)InvestmentInterestMaturity DatePar / UnitsAmortized Cost(3)Fair ValuePercentage of Members' Equity
Manufacturing
Engineered Machinery Holdings (dba Duravant)(7)First lien senior secured loanL +3.75%5/202834,649 34,508 33,483 10.1 %
Gloves Buyer, Inc. (dba Protective Industrial Products)(6)First lien senior secured loanL +4.00%12/202714,875 14,706 14,763 4.7 %
Pro Mach Group, Inc.(6)(9)First lien senior secured loanL +4.00%8/202824,757 24,652 24,039 7.3 %
74,281 73,866 72,285 22.1 %
Professional Services
Apex Group Treasury, LLC(7)(9)First lien senior secured loanL +3.75%7/202832,685 32,584 31,050 9.4 %
Sovos Compliance, LLC(6)First lien senior secured loanL +4.50%8/202825,518 25,374 23,477 7.1 %
58,203 57,958 54,527 16.5 %
Telecommunications
ETC Group(15)First lien senior secured loanS +6.00%10/20295,000 4,609 4,763 1.4 %
Park Place Technologies, LLC(9) (14)First lien senior secured loanS +5.00%11/202714,886 14,443 13,987 4.2 %
19,886 19,052 18,750 5.6 %
Transportation
Safe Fleet Holdings(14)First lien senior secured loanS +5.00%2/202914,925 14,501 14,403 4.4 %
14,925 14,501 14,403 4.4 %
Total Debt Investments$1,045,865 $1,033,388 $997,385 302.0 %
Total Investments$1,045,865 $1,033,388 $997,385 302.0 %
_______________
(1)Certain portfolio company investments are subject to contractual restrictions on sales.
(2)Unless otherwise indicated, OBDC SLF’s investments are pledged as collateral supporting the amounts outstanding under OBDC SLF’s credit facility.
(3)The amortized cost represents the original cost adjusted for the amortization 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), Secured Overnight Financing Rate ("SOFR" or "S," which can include one-, three- or six- month SOFR), or an alternate base rate (which can include the Federal Funds Effective Rate or the Prime Rate), at the borrower’s option, and which reset periodically based on the terms of the loan agreement.
(6)The interest rate on these loans is subject to 1 month LIBOR, which as of December 31, 2022 was 4.39%.
(7)The interest rate on these loans is subject to 3 month LIBOR, which as of December 31, 2022 was 4.77%.
(8)The interest rate on these loans is subject to 6 month LIBOR, which as of December 31, 2022 was 5.14%.
(9)Level 2 investment.
(10)Position or portion thereof is an unfunded loan commitment.
(11)The negative cost is the result of the capitalized discount being greater than the principal amount outstanding on the loan. The negative fair value is the result of the capitalized discount on the loan.
(12)The date disclosed represents the commitment period of the unfunded term loan. Upon expiration of the commitment period, the funded portion of the term loan may be subject to a longer maturity date.
(13)Investment is not pledged as collateral under OBDC SLF’s credit facilities.
(14)The interest rate on these loans is subject to 1 month SOFR, which as of December 31, 2022 was 4.36%.
(15)The interest rate on these loans is subject to 3 month SOFR, which as of December 31, 2022 was 4.59%.
(16)The interest rate on these loans is subject to 6 month SOFR, which as of December 31, 2022 was 4.78%.
130


The table below presents selected balance sheet information for OBDC SLF as of the following periods:
($ in thousands)
September 30, 2023 (Unaudited)
December 31, 2022
Assets
Investments at fair value (amortized cost of $1,103,369 and $1,033,388, respectively)$1,082,711 $997,385 
Cash38,217 27,914 
Interest receivable7,505 3,920 
Receivable for investments sold$2,198 $— 
Prepaid expenses and other assets58,105 6,108 
Total Assets$1,188,736 $1,035,327 
Liabilities
Debt (net of unamortized debt issuance costs of $5,240 and $6,117, respectively)
$719,643 $685,265 
Distributions payable14,449 11,095 
Payable for investments purchased21,502 — 
Accrued expenses and other liabilities10,615 8,703 
Total Liabilities$766,209 $705,063 
Members' Equity
Members' Equity422,527 330,264 
Members' Equity422,527 330,264 
Total Liabilities and Members' Equity$1,188,736 $1,035,327 
The table below presents selected statement of operations information for OBDC SLF for the following periods:
For the Three Months Ended September 30,
For the Nine Months Ended September 30,
($ in thousands)
2023
2022
2023
2022
Investment Income
Interest income$29,362 $19,140 $79,868 $41,884 
Other income91 772 222 1,993 
Total Investment Income29,453 19,912 80,090 43,877 
Expenses
Interest expense13,817 7,419 37,873 14,965 
Professional fees336 243 823 719 
Total Expenses14,153 7,662 38,696 15,684 
Net Investment Income Before Taxes15,300 12,250 41,394 28,193 
Tax expense (benefit)(920)436 272 (184)
Net Investment Income After Taxes$16,220 $11,814 $41,122 $28,377 
Net Realized and Change in Unrealized Gain (Loss) on Investments
Net change in unrealized gain (loss) on investments4,767 599 15,345 (33,610)
Net realized gain on investments(1,500)— (3,146)20 
Total Net Realized and Change in Unrealized Gain (Loss) on Investments3,267 599 12,199 (33,590)
Net Increase in Members' Equity Resulting from Operations$19,487 $12,413 $53,321 $(5,213)





131

On August 9, 2017, Sebago Lake Financing LLC and SL Lending LLC, wholly-owned subsidiaries of OBDC 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, 2023, there was $461.9 million outstanding under the credit facility.
On March 1, 2022, SLF Financing I LLC, a wholly-owned subsidiary of OBDC SLF, entered into a credit facility with Natixis, New York Branch which serves as the administrative agent and 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, 2023, there was $263.0 million outstanding under the credit facility.
The table below presents the components of interest expense for the following periods:
For the Three Months Ended September 30,
For the Nine Months Ended September 30,
($ in thousands)
2023
2022
2023
2022
Interest expense$13,450 $7,071 $36,743 $13,954 
Amortization of debt issuance costs367 348 1,130 1,011 
Total Interest Expense13,817 7,419 37,873 14,965 
Average interest rate7.3%3.9%10.5%3.0%
Average daily borrowings$718,872 $694,132 $696,861 $608,947 

Results of Operations
The below table presents our operating results for the following periods:
For the Three Months Ended September 30,
For the Nine Months Ended September 30,
($ in millions)
2023
2022
2023
2022
Total Investment Income$399.0 $314.1 $1,170.9 $851.5 
Less: Net operating expenses206.2 165.7 607.8 453.2 
Net Investment Income (Loss) Before Taxes$192.8 $148.4 $563.1 $398.3 
Less: Income tax expense (benefit), including excise tax expense (benefit)2.7 1.6 8.5 4.0 
Net Investment Income (Loss) After Taxes$190.1 $146.8 $554.6 $394.3 
Net change in unrealized gain (loss)16.9 118.5 102.5 (123.4)
Net realized gain (loss)(0.1)0.1 (52.8)3.6 
Net Increase (Decrease) in Net Assets Resulting from Operations$206.9 $265.4 $604.3 $274.5 

Net increase (decrease) in net assets resulting from operations can vary from period to period as a result of various factors, including the level of new investment commitments, expenses, the recognition of realized gains and losses and changes in unrealized appreciation and depreciation on the investment portfolio. For the period ended September 30, 2023, our net asset value per share increased, primarily driven by earnings in excess of our dividends paid.









132


Investment Income
The table below presents investment income for the following periods:
For the Three Months Ended September 30,
For the Nine Months Ended September 30,
($ in millions)
2023
2022
2023
2022
Interest income from investments$313.4 $242.8 $908.3 $661.1 
Payment-in-kind interest income from investments41.7 30.5 129.6 79.7 
Dividend income from investments41.4 35.2 119.7 95.4 
Other income2.5 5.6 13.3 15.3 
Total investment income$399.0 $314.1 $1,170.9 $851.5 
For the three months ended September 30, 2023 and 2022
Investment income increased to $399.0 million for the three months ended September 30, 2023 from $314.1 million for the same period in prior year primarily due to an increase in our portfolio’s weighted average yield from 10.0% as of September 30, 2022 to 11.8% as of September 30, 2023 partially offset by a decrease in our debt investments portfolio from $11.7 billion as of September 30, 2022 to $11.2 billion as of September 30, 2023. Included in investment income is dividend income which includes income earned from our controlled, affiliated and non-controlled, affiliated equity investments. Included in interest income are other fees such as prepayment fees and accelerated amortization of upfront fees from unscheduled paydowns which are non-recurring in nature. Period over period, income generated from these fees was relatively consistent. For the three months ended September 30, 2023 and 2022, payment-in-kind income represented 12.7% and 11.9% of investment income, respectively. 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 normally 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.
For the nine months ended September 30, 2023 and 2022
Investment income increased to $1,170.9 million for the nine months ended September 30, 2023 from $851.5 million for the same period in prior year primarily due to an increase in our portfolio’s weighted average yield from 10.0% as of September 30, 2022 to 11.8% as of September 30, 2023 while our debt investments portfolio at par decreased from $11.7 billion as of September 30, 2022 to $11.2 billion as of September 30, 2023. Included in investment income is dividend income which includes income earned from our controlled, affiliated and non-controlled, affiliated equity investments. Included in interest income are other fees such as prepayment fees and accelerated amortization of upfront fees from unscheduled paydowns which are non-recurring in nature. Period over period, income generated from these fees was relatively consistent. For the nine months ended September 30, 2023 and 2022, payment-in-kind income represented 13.4% and 11.4% of investment income, respectively. Other income decreased period-over-period due to an decrease in incremental fee income, which are fees that are generally available to us as a result of closing investments and normally paid at the time of closing. We expect that investment income will vary based on a variety of factors including the pace of our originations and repayments.
















133

Expenses
The table below presents our expenses for the following periods:
For the Three Months Ended September 30,
For the Nine Months Ended September 30,
($ in millions)
2023
2022
2023
2022
Interest expense$110.4 $81.2 $324.4 $209.9 
Management fee47.8 46.9 143.9 141.2 
Performance based incentive fees40.3 31.1 117.6 83.6 
Professional fees3.9 3.8 11.7 11.0 
Directors' fees0.5 0.3 1.0 0.8 
Other general and administrative3.3 2.4 9.2 6.7 
Total operating expenses$206.2 $165.7 $607.8 $453.2 
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, 2023 and 2022
Total expenses increased to $206.2 million for the three months ended September 30, 2023 from $165.7 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 $29.2 million was driven by an increase in the average interest rate to 5.6% from 3.9% period over period. Incentive fees increased primarily due to an increase in interest and dividend income. As a percentage of total assets, professional fees, directors’ fees and other general and administrative expenses remained relatively consistent period over period.
For the nine months ended September 30, 2023 and 2022
Total expenses increased to $607.8 million for the nine months ended September 30, 2023 from $453.2 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 $114.5 million was driven by an increase in average daily borrowings to $7.4 billion from $7.2 billion period over period, coupled with an increase in the average interest rate to 5.4% from 3.4% period over period. Incentive fees increased primarily due to an increase in interest and dividend income. 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. In addition, a RIC may, in certain cases, satisfy this distribution requirement by distributing dividends relating to a taxable year after the close of such taxable year under the “spillover dividend” provisions of subchapter M. 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 U.S. federal income taxes at corporate rates.
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, 2023 we recorded U.S. federal income tax expense/(benefit) of $2.7 million and $8.5 million, respectively, including U.S. federal excise tax expense/(benefit) of $0.9 million and $3.6 million, respectively. 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).
Certain of our consolidated subsidiaries are subject to U.S. federal and state income taxes. For the three months ended September 30, 2023, we recorded a current tax benefit of $(1.0) million. For the nine months ended September 30, 2023 we did not record a current tax expense or benefit. For the three and nine months ended September 30, 2022, we recorded a current tax expense of $1.6 million and $4.0 million, 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.
134

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 following periods, net unrealized gains (losses) were:
For the Three Months Ended September 30,
For the Nine Months Ended September 30,
($ in millions)
2023
2022
2023
2022
Net change in unrealized gain (loss) on investments$20.8 $122.4 $106.5 $(115.9)
Income tax (provision) benefit(1.5)— (4.2)— 
Net change in translation of assets and liabilities in foreign currencies(2.3)(3.8)0.3 (7.5)
Net change in unrealized gain (loss)$17.0 $118.6 $102.6 $(123.4)
For the three months ended September 30, 2023 and 2022
For the three months ended September 30, 2023, the net unrealized gain was primarily driven by an increase in the fair value of certain equity investments while our debt portfolio remained relatively flat as compared to June 30, 2023. The ten largest contributors to the change in net unrealized gain (loss) on investments during the following period consisted of the following:
For the Three Months Ended September 30, 2023
Portfolio Company
($ in millions)
Net Change in Unrealized
Gain (Loss)
Valence Surface Technologies LLC$6.0 
Windows Entities5.8 
OBDC Senior Loan Fund LLC (fka ORCC Senior Loan Fund)(1)4.4 
Nutraceutical International Corporation4.0 
CD + R Value Build Partners I LP (dba Belron)3.9 
Remaining Portfolio Companies22.8 
Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services)(3.5)
Notorious Merger Sub LLC(4.1)
Cornerstone Ondemand, Inc(4.9)
Hearthside Food Solutions LLC(6.7)
Walker Edison Furniture Company LLC(6.9)
Total$20.8 
________
(1)Portfolio company is controlled, affiliated investment.














135

For the three months ended September 30, 2022, the net unrealized gain was primarily driven by a decrease 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 net 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 following period consisted of the following:
For the Three Months Ended September 30, 2022
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, LLC2.8 
Remaining Portfolio Companies64.0 
Nutraceutical International Corporation(3.5)
Walker Edison Furniture Company LLC(10.5)
H-Food Holdings, LLC(15.3)
Total$122.4 
________
(1)Portfolio company is controlled, affiliated investment.
For the Nine Months Ended September 30, 2023 and 2022
For the nine months ended September 30, 2023, the net unrealized gain was primarily driven by an increase in the fair value of our debt investments as compared to December 31, 2022. As of September 30, 2023, the fair value of our debt investments as a percentage of principal was 97.6%, as compared to 97.0% as of December 31, 2022. The primary drivers of our portfolio’s unrealized gain were due to current market conditions and reversals of prior period unrealized losses that were realized in the quarter in connection with the restructuring of certain debt investments. The ten largest contributors to the change in net unrealized gain (loss) on investments during the following period consisted of the following:
For the Nine Months Ended September 30, 2023
Portfolio Company
($ in millions)
Net Change in Unrealized
Gain (Loss)
Walker Edison Furniture Company LLC(1)$31.1 
Windows Entities16.0 
OBDC Senior Loan Fund LLC (fka ORCC Senior Loan Fund)(1)13.4 
Eagle Infrastructure Services, LLC (1)12.3 
Wingspire Capital LLC (1)9.7 
Aviation Solutions Midco, LLC (dba STS Aviation)9.0 
ConAir Holdings LLC7.2 
Remaining Portfolio Companies42.4 
Nutraceutical International Corporation(8.0)
Cornerstone OnDemand, Inc.(8.9)
Hearthside Food Solutions LLC(17.7)
Total$106.5 
________
(1)Portfolio company is controlled, affiliated investment.


136

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 net unrealized loss was due to current market conditions. The ten largest contributors to the change in net unrealized gain (loss) on investments during the following period consisted of the following:
For the Nine Months Ended September 30, 2022
Portfolio Company
($ in millions)		Net Change in Unrealized
Gain (Loss)
Swipe Acquisition Corporation (dba PLI)(1)$47.0 
Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services)27.2 
Wingspire Capital Holdings LLC(1)13.8 
Remaining Portfolio Companies(69.0)
Packaging Coordinators Midco, Inc.(11.3)
Nutraceutical International Corporation(14.3)
Valence Surface Technologies LLC(15.0)
ConAir Holdings LLC(17.6)
Walker Edison Furniture Company LLC(19.9)
H-Food Holdings, LLC(28.2)
OBDC Senior Loan Fund LLC (fka ORCC Senior Loan Fund)(1)(28.6)
Total$(115.9)
________
(1)Portfolio company is controlled, affiliated investment.
Net Realized Gains (Losses)
The table below presents the realized gains and losses on fully exited and partially exited portfolio companies during the following periods:
For the Three Months Ended September 30,
For the Nine Months Ended September 30,
($ in millions)
2023
2022
2023
2022
Net realized gain (loss) on investments$0.2 $0.2 $(52.1)$4.8 
Net realized gain (loss) on foreign currency transactions(0.3)(0.1)(0.7)(1.2)
Net realized gain (loss)$(0.1)$0.1 $(52.8)$3.6 


















137

Realized Gross Internal Rate of Return
Since we began investing in 2016 through September 30, 2023, our exited investments have resulted in an aggregate cash flow realized gross internal rate of return to us of approximately 10% (based on total capital invested of $9.3 billion and total proceeds from these exited investments of $11.1 billion). Approximately 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.
138

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 credit 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, 2023, our weighted average total cost of debt was 5.4%. In addition, from time to time, we may seek to retire, repurchase, or exchange debt securities in open market purchases or by other means, including privately negotiated transactions, in each case dependent on market conditions, liquidity, contractual obligations, and other matters. The amounts involved in any such transactions, individually or in the aggregate, may be material.
As of September 30, 2023 and December 31, 2022, our asset coverage ratio was 183% and 179%, 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, 2023, 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, 2023, we had $1.4 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, 2023, we had $432.0 million in cash and restricted cash. During the nine months ended September 30, 2023, $721.8 million in cash was provided by operating activities, primarily as a result of sell downs and repayments of $1.5 billion offset by funding portfolio investments of $1.1 billion and other operating activity of $357.5 million. Lastly, cash used in financing activities was $734.8 million during the period, which was primarily the result of distributions paid of $453.6 million, debt issuance costs of $5.5 million, repurchases of common stock of $34.1 million, and net repayments of $241.7 million.


















139

Equity
Equity Issuances
There were no sales of our common stock during the three and nine months ended September 30, 2023 and 2022.
Distributions
The following tables present the distributions declared on shares of the Company’s common stock for the following periods:
For the Nine Months Ended September 30, 2023
Date DeclaredRecord DatePayment DateDistribution per Share
August 8, 2023September 29, 2023October 13, 2023$0.33 
August 8, 2023 (supplemental dividend)August 31, 2023September 15, 2023$0.07 
May 9, 2023June 30, 2023July 14, 2023$0.33 
May 9, 2023 (supplemental dividend)May 31, 2023June 15, 2023$0.06 
February 21, 2023March 31, 2023April 14, 2023$0.33 
February 21, 2023 (supplemental dividend)March 3, 2023March 17, 2023$0.04 
For the Nine Months Ended September 30, 2022
Date DeclaredRecord DatePayment DateDistribution per Share
August 2, 2022September 30, 2022November 15, 2022$0.31 
May 3, 2022June 30, 2022August 15, 2022$0.31 
February 23, 2022March 31, 2022May 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.
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.
140

The tables below present the shares distributed pursuant to the dividend reinvestment plan for the following periods:
For the Nine Months Ended September 30, 2023
Date DeclaredRecord DatePayment DateShares
August 8, 2023 (supplemental dividend)August 31, 2023September 15, 202389,305
(1)
May 9, 2023June 30, 2023July 14, 2023516,771
(1)
May 9, 2023 (supplemental dividend)May 31, 2023June 15, 202384,363
(1)
February 21, 2023March 31, 2023April 14, 2023558,872
(1)
February 21, 2023 (supplemental dividend)March 3, 2023March 17, 202377,157
(1)
November 2, 2022December 31, 2022January 13, 2023583,495
(1)
________
(1)Shares purchased in the open market in order to satisfy dividends reinvested under our dividend reinvestment program.
For the Nine Months Ended September 30, 2022
Date DeclaredRecord DatePayment DateShares
May 3, 2022June 30, 2022August 15, 2022886,113 
February 23, 2022March 31, 2022May 15, 2022830,764 
(1)
November 2, 2021December 31, 2021January 31, 2022814,084 
________
(1)Shares purchased in the open market in order to satisfy dividends reinvested under our dividend reinvestment program.
Stock Repurchase Programs
On November 3, 2020, the Board approved the 2020 Stock Repurchase Program (the “2020 Stock Repurchase Program”) under which we were authorized to repurchase up to $100 million of our outstanding common stock. Under the program, purchases were made at management’s discretion from time to time in open-market transactions, in accordance with all applicable securities laws and regulations. On November 2, 2021, the Board approved an extension to the 2020 Stock Repurchase Program and on November 2, 2022, the 2020 Repurchase Program ended in accordance with its terms. For the period ended September 30, 2023 there were no purchases of the Company’s common stock pursuant to the 2020 Repurchase Program. For the period ended September 30, 2022, repurchases under the 2020 Repurchase Program were as follows:
Period
($ in millions, except share and per share amounts)		Total Number
of Shares
Repurchased		Average Price Paid per ShareApproximate
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, 2022757,926 $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 
757,926 $10.0 







141

On November 1, 2022, the Board approved a repurchase program (the “2022 Stock Repurchase Program”) under which we may repurchase up to $150 million of our outstanding common stock. Under the 2022 Stock 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 2022 Stock Repurchase Program will terminate 18-months from the date it was approved. Since the 2022 Stock Repurchase Program’s inception, Goldman, Sachs & Co., as agent, has repurchased 4,090,138 shares of the Company’s common stock pursuant to the 2022 Repurchase Plan for approximately $50.0 as of September 30, 2023. For the period ended September 30, 2023, repurchases under the 2022 Repurchase Program were as follows:
Period
($ in millions, except share and per share amounts)		Total Number
of Shares
Repurchased		Average Price Paid per ShareApproximate
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, 2023 - January 31, 20231,493,034 $12.19 $18.2 $115.9 
February 1, 2023 - February 28, 202329,154 $12.98 $0.4 $115.5 
March 1, 2023 - March 31, 2023278,419 $12.61 $3.5 $112.0 
April 1, 2023 - April 30, 2023687,545 $12.65 $8.7 $103.3 
May 1, 2023 - May 31, 2023190,355 $12.53 $2.4 $100.9 
June 1, 2023 - June 30, 202365,305 $13.50 $0.9 $100.0 
July 1, 2023 - June 31, 2023— $— — $100.0 
August 1, 2023 - August 31, 2023— $— — $100.0 
September 1, 2023 - September 30, 2023— $— — $100.0 
Total2,743,812 $34.1 




























142

Debt
Aggregate Borrowings
The tables below present debt obligations as of the following periods:
September 30, 2023
($ in thousands)Aggregate Principal CommittedOutstanding Principal
Amount Available(1)
Net Carrying Value(2)
Revolving Credit Facility(3)(5)
$1,795,000 $420,964 $1,318,591 $408,806 
SPV Asset Facility II250,000 140,000 110,000 135,617 
CLO I386,806 386,806 — 384,328 
CLO II260,000 260,000 — 257,405 
CLO III260,000 260,000 — 258,263 
CLO IV292,500 292,500 — 288,061 
CLO V509,625 509,625 — 506,941 
CLO VI260,000 260,000 — 258,396 
CLO VII239,150 239,150 — 237,232 
CLO X260,000 260,000 — 258,093 
2024 Notes(4)
400,000 400,000 — 392,062 
2025 Notes425,000 425,000 — 422,459 
July 2025 Notes500,000 500,000 — 496,670 
2026 Notes500,000 500,000 — 494,772 
July 2026 Notes1,000,000 1,000,000 — 986,434 
2027 Notes(4)
500,000 500,000 — 439,095 
2028 Notes850,000 850,000 — 837,765 
Total Debt$8,688,081 $7,204,045 $1,428,591 $7,062,399 
_______________
(1)The amount available reflects any collateral related limitations at the Company level related to each credit facility’s borrowing base.
(2)The carrying value of our Revolving Credit Facility, SPV Asset Facility II, CLO I, CLO II, CLO III, CLO IV, CLO V, CLO VI, CLO VII, CLO X, 2024 Notes, 2025 Notes, July 2025 Notes, 2026 Notes, July 2026 Notes, 2027 Notes and 2028 Notes are presented net of deferred financing costs of $12.2 million, $4.4 million, $2.5 million, $2.6 million, $1.7 million, $4.4 million, $2.7 million, $1.6 million, $1.9 million, $1.9 million, $1.2 million, $2.6 million, $3.3 million, $5.2 million, $13.6 million, $6.5 million and $12.2 million respectively.
(3)Includes the unrealized translation gain (loss) on borrowings denominated in foreign currencies.
(4)Inclusive of change in fair market value of effective hedge.
(5)The amount available is reduced by $55.4 million of outstanding letters of credit.
143

December 31, 2022
($ in thousands)Aggregate Principal CommittedOutstanding Principal
Amount Available(1)
Net Carrying Value(2)
Revolving Credit Facility(3)(5)
$1,855,000 $557,144 $1,253,057 $542,453 
SPV Asset Facility II350,000 250,000 100,000 245,368 
SPV Asset Facility III250,000 250,000 — 249,372 
CLO I390,000 390,000 — 387,321 
CLO II260,000 260,000 — 257,206 
CLO III260,000 260,000 — 258,145 
CLO IV292,500 292,500 — 287,777 
CLO V509,625 509,625 — 506,792 
CLO VI260,000 260,000 — 258,271 
CLO VII239,150 239,150 — 237,155 
2024 Notes(4)
400,000 400,000 — 384,851 
2025 Notes425,000 425,000 — 421,242 
July 2025 Notes500,000 500,000 — 495,347 
2026 Notes500,000 500,000 — 493,162 
July 2026 Notes1,000,000 1,000,000 — 982,993 
2027 Notes(4)
500,000 500,000 — 438,332 
2028 Notes850,000 850,000 — 835,957 
Total Debt$8,841,275 $7,443,419 $1,353,057 $7,281,744 
_______________
(1)The amount available reflects any limitations related to each credit facility’s borrowing base.
(2)The carrying value of our Revolving Credit Facility, SPV Asset Facility II, SPV Asset Facility III, CLO I, CLO II, CLO III, CLO IV, CLO V, CLO VI, CLO VII, 2024 Notes, 2025 Notes, July 2025 Notes, 2026 Notes, July 2026 Notes, 2027 Notes and 2028 Notes are presented net of deferred financing costs of $14.7 million, $4.6 million, $0.6 million, $2.7 million, $2.8 million, $1.9 million, $4.7 million, $2.8 million, $1.7 million, $2.0 million, $2.9 million, $3.8 million, $4.7 million, $6.8 million, $17.0 million, $7.9 million and $14.0 million respectively.
(3)Includes the unrealized translation gain (loss) on borrowings denominated in foreign currencies.
(4)Inclusive of change in fair market value of effective hedge.
(5)The amount available is reduced by $44.8 million of outstanding letters of credit.

The table below presents the components of interest expense for the following periods:

For the Three Months Ended September 30,
For the Nine Months Ended September 30,
($ in thousands)
2023
2022
2023
2022
Interest expense$103,931 $73,539 $304,398 $184,354 
Amortization of debt issuance costs6,152 6,311 20,577 21,133 
Net change in unrealized gain (loss) on effective interest rate swaps and hedged items(1)
362 1,360 (559)4,448 
Total Interest Expense$110,445 $81,210 $324,416 $209,935 
Average interest rate5.6 %3.9 %5.4 %3.4 %
Average daily borrowings$7,260,470 $7,368,456 $7,396,054 $7,218,099 
_______________
(1)Refer to “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.

144

Senior Securities
Information about our senior securities is shown in the following table as of September 30, 2023 and the fiscal years ended December 31, 2022, 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, 2023 (unaudited)$421.0 $1,831 — N/A
December 31, 2022$557.1 $1,788 — 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, 2023 (unaudited)$140.0 $1,831 — N/A
December 31, 2022$250.0 $1,788 — 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(9)
December 31, 2022$250.0 $1,788 — 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 $2,254 — N/A
SPV Asset Facility IV(8)
December 31, 2022$— $1,788 — 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, 2023 (unaudited)$386.8 $1,831 — N/A
December 31, 2022$390.0 $1,788 — 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, 2023 (unaudited)$260.0 $1,831 — N/A
December 31, 2022$260.0 $1,788 — 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, 2023 (unaudited)$260.0 $1,831 — N/A
December 31, 2022$260.0 $1,788 — N/A
December 31, 2021$260.0 $1,820 — N/A
December 31, 2020$260.0 $2,060 — N/A
145

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 IV
September 30, 2023 (unaudited)$292.5 $1,831 — N/A
December 31, 2022$292.5 $1,788 — N/A
December 31, 2021$292.5 $1,820 — N/A
December 31, 2020$252.0 $2,060 — N/A
CLO V
September 30, 2023 (unaudited)$509.6 $1,831 — N/A
December 31, 2022$509.6 $1,788 — N/A
December 31, 2021$196.0 $1,820 — N/A
December 31, 2020$196.0 $2,060 — N/A
CLO VI
September 30, 2023 (unaudited)$260.0 $1,831 — N/A
December 31, 2022$260.0 $1,788 — N/A
December 31, 2021$260.0 $1,820 — N/A
CLO VII
September 30, 2023 (unaudited)$239.2 $1,831 — N/A
December 31, 2022$239.2 $1,788 — N/A
CLO X
September 30, 2023 (unaudited)$260.0 $1,831 — N/A
Subscription Credit Facility(5)
December 31, 2019$— $— — 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, 2023 (unaudited)$400.0 $1,831 — N/A
December 31, 2022$400.0 $1,788 — N/A
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, 2023 (unaudited)$425.0 $1,831 — N/A
December 31, 2022$425.0 $1,788 — N/A
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, 2023 (unaudited)$500.0 $1,831 — N/A
December 31, 2022$500.0 $1,788 — N/A
December 31, 2021$500.0 $1,820 — $1,049.9 
December 31, 2020$500.0 $2,060 — $971.1 
2026 Notes
September 30, 2023 (unaudited)$500.0 $1,831 — N/A
December 31, 2022$500.0 $1,788 — N/A
December 31, 2021$500.0 $1,820 — $1,068.7 
December 31, 2020$500.0 $2,060 — $1,018.5 
146

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)
July 2026 Notes
September 30, 2023 (unaudited)$1,000.0 $1,831 — N/A
December 31, 2022$1,000.0 $1,788 — N/A
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, 2023 (unaudited)$500.0 $1,831 — N/A
December 31, 2022$500.0 $1,788 — N/A
December 31, 2021$500.0 $1,820 — $997.4 
2028 Notes
September 30, 2023 (unaudited)$850.0 $1,831 — N/A
December 31, 2022$850.0 $1,788 — N/A
December 31, 2021$850.0 $1,820 — $994.3 
_______________
(1)Total amount of each class of senior securities outstanding at the end of the period presented.
(2)Asset coverage per unit is the ratio of the carrying value of our total assets, less all liabilities excluding indebtedness represented by senior securities in this table, to the aggregate amount of senior securities representing indebtedness. Asset coverage per unit is expressed in terms of dollar amounts per $1,000 of indebtedness and is calculated on a consolidated basis.
(3)The amount to which such class of senior security would be entitled upon our involuntary liquidation in preference to any security junior to it. The “—" in this column indicates information that the SEC expressly does not require to be disclosed for certain types of senior securities.
(4)Not applicable, except for with respect to the 2024 Notes, 2025 Notes, 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 $150,000,000 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 $150,000,000 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.
(8)Facility was terminated in 2022.
(9)Facility was termination in 2023.
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 $1.8 billion (decreased from $1.86 billion on April 4, 2023), 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 $2.8 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.
147

The availability period under the Revolving Credit Facility terminated on March 31, 2023, with respect to $60 million of commitments, and will terminate on September 3, 2024, with respect to $15 million of commitments (together, the "Non-Extending Commitments"), and on August 26, 2026, with respect to the remaining commitments (such remaining commitments, the "Extending Commitments") (together, the “Revolving Credit Facility Commitment Termination Date”). The Revolving Credit Facility will mature on September 3, 2025, with respect to $15 million of commitments, and on August 26, 2027, with respect to the remaining commitments (together, the “Revolving Credit Facility Maturity Date”). During the period from the earliest Revolving Credit Facility Commitment Termination Date to the final Revolving Credit Facility Maturity Date, 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, 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 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 parties to the SPV Asset Facility II have entered into various amendments, including to admit new lenders, increase or decrease the maximum principal amount available under the facility, extend the availability period and maturity date, change the interest rate and make various other changes. The following describes the terms of SPV Asset Facility II amended through April 17, 2023 (the “SPV Asset Facility II Eighth Amendment Date”).


148

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 Eighth Amendment Date is $250 million (which consists of $250 million of revolving commitments); the availability of this amount is subject to an overcollateralization ratio test, which is based on the value of ORCC Financing II’s assets from time to time, and satisfaction of certain conditions, including an interest coverage ratio test, certain concentration limits and collateral quality tests.
The SPV Asset Facility II provides for the ability to draw and redraw revolving loans under the SPV Asset Facility II through April 22, 2025, unless the revolving commitments are terminated sooner as provided in the SPV Asset Facility II (the “SPV Asset Facility II Commitment Termination Date”). Unless otherwise terminated, the SPV Asset Facility II will mature on April 17, 2033 (the "SPV Asset Facility II Stated Maturity”). Prior to the SPV Asset Facility II Stated Maturity, proceeds received by ORCC Financing II from principal and interest, dividends, or fees on assets must be used to pay fees, expenses and interest on outstanding borrowings, and the excess may be returned to 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 of 2.75% during the period April 17, 2023, to the date on which the reinvestment period ends. From April 17, 2023 to the SPV Asset Facility II Commitment Termination Date, there is a commitment fee of 0.625% per annum on the undrawn amount, if any, of the revolving commitments in the SPV Asset Facility II. The SPV Asset Facility II contains customary covenants, including certain financial maintenance covenants, limitations on the activities of ORCC Financing II, including limitations on incurrence of incremental indebtedness, and customary events of default. The SPV Asset Facility II is secured by a perfected first priority security interest in the assets of ORCC Financing II and on any payments received by ORCC Financing II in respect of those assets. Assets pledged to the SPV Asset Facility II Lenders will not be available to pay 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 subsidiary, entered into a Loan Financing and Servicing Agreement (the “SPV Asset Facility III”), with ORCC Financing III, as borrower, us, as equity holder and services provider, the lenders from time to time parties thereto (the “SPV Asset Facility III Lenders”), Deutsche Bank AG, New York Branch, as Facility Agent, State Street Bank and Trust Company, as Collateral Agent and Cortland Capital Market Services LLC, as Collateral Custodian. The parties to the SPV Asset Facility III entered into various amendments, including those relating to the undrawn fee and make-whole fee and definition of “Change of Control.” The following describes the terms of SPV Asset Facility III as of its termination on March 9, 2023 (the “SPV Asset Facility III Termination Date”).
From time to time, we sold and contributed 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 was recognized as a result of the contribution. Proceeds from the SPV Asset Facility III were used to finance the origination and acquisition of eligible assets by ORCC Financing III, including the purchase of such assets from us. We retained a residual interest in assets contributed to or acquired by ORCC Financing III through our ownership of ORCC Financing III. The maximum principal amount of the SPV Asset Facility III was $250 million; the availability of this amount was subject to a borrowing base test, which was based on the value of ORCC Financing III’s assets from time to time, and satisfaction of certain conditions, including interest spread and weighted average coupon tests, certain concentration limits and collateral quality tests.
The SPV Asset Facility III provided for the ability to borrow, reborrow, repay and prepay advances under the SPV Asset Facility III until June 14, 2023 unless such period was extended or accelerated under the terms of the SPV Asset Facility III (the “SPV Asset Facility III Revolving Period”). Prior to the SPV Asset Facility III Termination Date, proceeds received by ORCC Financing III from principal and interest, dividends, or fees on assets were required to be used to pay fees, expenses and interest on outstanding advances, and the excess returned to us, subject to certain conditions. On the SPV Asset Facility III Termination Date, ORCC Financing III repaid in full all outstanding fees and expenses and all principal and interest on outstanding advances.






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Amounts drawn bore interest at term SOFR (or, in the case of certain SPV Asset Facility III Lenders that are commercial paper conduits, the lower of (a) their cost of funds and (b) term SOFR, such term SOFR not to be lower than zero) plus a spread equal to 2.20% per annum, which spread would have increased (a) on and after the end of the SPV Asset Facility III Revolving Period by 0.15% per annum if no event of default had occurred and (b) by 2.00% per annum upon the occurrence of an event of default (such spread, the “Applicable Margin”). Term SOFR may have been replaced as a base rate under certain circumstances. We predominantly borrowed utilizing SOFR rate loans, generally electing one-month SOFR upon borrowing. During the SPV Asset Facility III Revolving Period, ORCC Financing III paid an undrawn fee ranging from 0.25% to 0.50% per annum on the undrawn amount, if any, of the revolving commitments in the SPV Asset Facility III. During the SPV Asset Facility III Revolving Period, if the undrawn commitments were in excess of a certain portion (initially 20% and increasing in stages to 75%) of the total commitments under the SPV Asset Facility III, ORCC Financing III would also have paid a make-whole fee equal to the Applicable Margin multiplied by such excess undrawn commitment amount, reduced by the undrawn fee payable on such excess. The SPV Asset Facility III contained customary covenants, including certain financial maintenance covenants, limitations on the activities of ORCC Financing III, including limitations on incurrence of incremental indebtedness, and customary events of default. The SPV Asset Facility III was secured by a perfected first priority security interest in the assets of ORCC Financing III and on any payments received by ORCC Financing III in respect of those assets. Assets pledged to the SPV Asset Facility III Lenders were not available to pay 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 (the “SPV Asset Facility IV Lenders”).
On March 11, 2022 (the “SPV Asset Facility IV Amendment Date”), the parties to the SPV Asset Facility IV amended the SPV Asset Facility IV to extend the reinvestment period from April 1, 2022 until October 3, 2022 and the stated maturity from April 1, 2030 to October 1, 2030. The amendment also changed the applicable interest rate from LIBOR plus an applicable margin of 2.15% during the reinvestment period and LIBOR plus an applicable margin of 2.40% after the reinvestment period to term SOFR plus an applicable margin of 2.30% during the reinvestment period and term SOFR plus an applicable margin of 2.55% after the reinvestment period.
From time to time, we sold and contributed certain investments to ORCC Financing IV pursuant to a Sale and Contribution Agreement by and between us and ORCC Financing IV. The SPV Asset Facility IV was terminated on October 3, 2022 (the “SPV Asset Facility IV Termination Date”). No gain or loss was recognized as a result of the contribution. Proceeds from the SPV Asset Facility IV were used to finance the origination and acquisition of eligible assets by ORCC Financing IV, including the purchase of such assets from us. We retained 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 was $250 million; the availability of this amount was subject to an overcollateralization ratio test, which was based on the value of ORCC Financing IV’s assets from time to time, and satisfaction of certain conditions, including an interest coverage ratio test, certain concentration limits and collateral quality tests.
The SPV Asset Facility IV provided for the ability to (1) draw term loans and (2) draw and redraw revolving loans under the SPV Asset Facility IV until the last day of the reinvestment period unless the revolving commitments are terminated or converted to term loans sooner as provided in the SPV Asset Facility IV (the “SPV Asset Facility IV Commitment Termination Date”). Prior to the SPV Asset Facility IV Termination Date, proceeds received by ORCC Financing IV from principal and interest, dividends, or fees on assets were required to be used to pay fees, expenses and interest on outstanding borrowings, and the excess may be returned to us, subject to certain conditions. On the SPV Asset Facility IV Termination Date, ORCC Financing IV repaid in full all outstanding fees and expenses and all principal and interest on outstanding borrowings.
From the SPV Asset Facility IV Closing Date to the SPV Asset Facility IV Termination Date, there was a commitment fee ranging from 0.50% to 0.75% per annum on the undrawn amount, if any, of the revolving commitments in the SPV Asset Facility IV. The SPV Asset Facility IV contained customary covenants, including certain financial maintenance covenants, limitations on the activities of ORCC Financing IV, including limitations on incurrence of incremental indebtedness, and customary events of default. The SPV Asset Facility IV was secured by a perfected first priority security interest in the assets of ORCC Financing IV and on any payments received by ORCC Financing IV in respect of those assets. Assets pledged to the SPV Asset Facility IV Lenders were not available to pay our debts. For further details, see “ITEM 1. – Notes to Consolidated Financial Statements – Note 6. Debt.”
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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. The following describes the terms of the CLO I Transaction as supplemented through June 28, 2023 (the “CLO I Indenture Supplement Date”).
In the CLO I Transaction the CLO I Issuers (A) issued the following notes pursuant to an indenture and security agreement dated as of the CLO I Closing Date (as supplemented by the supplemental indenture dated as of the CLO I Indenture Supplement Date by and among the CLO I Issuer, the CLO I Co-Issuer and State Street Bank and Trust Company, the “CLO I Indenture”), by and among the CLO I Issuers and State Street Bank and Trust Company: (i) $242 million of AAA(sf) Class A Notes, which bear interest at term SOFR (plus a spread adjustment) plus 1.80%, (ii) $30 million of AAA(sf) Class A-F Notes, which bear interest at a fixed rate of 4.165%, and (iii) $68 million of AA(sf) Class B Notes, which bear interest at term SOFR (plus a spread adjustment) plus 2.70% (together, the “CLO I Notes”) and (B) borrowed $50 million under floating rate loans (the “Class A Loans” and together with the CLO I Notes, the “CLO I Debt”), which bear interest at term SOFR (plus a spread adjustment) plus 1.80%, under a credit agreement (the “CLO I Credit Agreement”), dated as of the CLO I Closing Date, by and among the CLO I Issuers, as borrowers, various financial institutions, as lenders, and State Street Bank and Trust Company, as collateral trustee and loan agent. The Class A Loans may be exchanged by the lenders for Class A Notes at any time, subject to certain conditions under the CLO I Credit Agreement and the CLO I Indenture. The CLO I Debt is scheduled to mature on May 20, 2031. The CLO I Notes were privately placed by Natixis Securities Americas, LLC and SG Americas Securities, LLC.
Concurrently with the issuance of the CLO I Notes and the borrowing under the Class A Loans, the CLO I Issuer issued approximately $206.1 million of subordinated securities in the form of 206,106 preferred shares at an issue price of U.S.$1,000 per share (the “CLO I Preferred Shares”). The CLO I Preferred Shares were issued by the CLO I Issuer as part of its issued share capital and are not secured by the collateral securing the CLO I Debt. 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. No gain or loss was recognized as a result of these sales and contributions. Such loans constituted the initial portfolio assets securing the CLO I Debt. 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 could be used by the CLO I Issuer to purchase additional middle market loans under the direction of the Adviser as the collateral manager for the CLO I Issuer and in accordance with 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 (e.g., “blue sky”) laws and, unless so registered, may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act as applicable. For further details, see “ITEM 1. – Notes to Consolidated Financial Statements – Note 6. Debt.”
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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 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 following describes the terms of the CLO II Refinancing as supplemented through July 18, 2023 (the “CLO II Refinancing Indenture Supplement Date”).
The CLO II Refinancing was executed by the issuance of the following classes of notes pursuant to an indenture and security agreement dated as of December 12, 2019 (such date, the “CLO II Closing Date,” and such agreement, the “CLO II Indenture”), as supplemented by the first supplemental indenture dated as of the CLO II Refinancing Date and as further supplemented by the second supplemental indenture dated as of the CLO II Refinancing Indenture Supplement Date by and among the CLO II Issuer, the CLO II Co-Issuer and State Street Bank And Trust Company, the “CLO II Refinancing Indenture”), by and among the CLO II Issuers and State Street Bank and Trust Company: (i) $204 million of AAA(sf) Class A-LR Notes, which bear interest at term SOFR (plus a spread adjustment) plus 1.55%, (ii) $20 million of AAA(sf) Class A-FR Notes, which bear interest at a fixed rate of 2.48% and (iii) $36 million of AA(sf) Class B-R Notes, which bear interest at term SOFR (plus a spread adjustment) plus 1.90% (together, the “CLO II Refinancing Debt”). The CLO II Refinancing Debt is secured by the middle market loans, participation interests in middle market loans and other assets of the CLO II Issuer. The CLO II Refinancing Debt is scheduled to mature on April 20, 2033. The CLO II Refinancing Debt was privately placed by Deutsche Bank Securities Inc. The proceeds from the CLO II Refinancing were used to redeem in full the classes of notes issued on the CLO II Closing Date.
Concurrently with the issuance of the CLO II Refinancing Debt, the CLO II Issuer issued subordinated securities in the form of 1,500 additional preferred shares at an issue price of U.S.$1,000 per share (the “CLO II Refinancing Preferred Shares”) resulting in a total outstanding number of CLO II Preferred Shares of 138,100 ($138.1 million total issue price). The CLO II Refinancing Preferred Shares were issued by the CLO II Issuer as part of its issued share capital and are not secured by the collateral securing the CLO II Refinancing Debt. 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.
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 following describes the terms of the CLO III Transaction as supplemented through July 18, 2023 (the “CLO III Indenture Supplement Date”).

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The CLO III Transaction was executed by the issuance of the following classes of notes and preferred shares pursuant to an indenture and security agreement dated as of the CLO III Closing Date (as supplemented by the supplemental indenture dated as of the CLO III Indenture Supplement Date by and among the CLO III Issuer, the CLO III Co-Issuer and State Street Bank And Trust Company, the “CLO III Indenture”), by and among the CLO III Issuers and State Street Bank and Trust Company: (i) $166 million of AAA(sf) Class A-1L Notes, which bear interest at term SOFR (plus a spread adjustment) plus 1.80%, (ii) $40 million of AAA(sf) Class A-1F Notes, which bear interest at a fixed rate of 2.75%, (iii) $20 million of AAA(sf) Class A-2 Notes, which bear interest at term SOFR (plus a spread adjustment) plus 2.00%, and (iv) $34 million of AA(sf) Class B Notes, which bear interest at term SOFR (plus a spread adjustment) plus 2.45% (together, the “CLO III Debt”). The CLO III Debt is scheduled to mature on April 20, 2032. The CLO III Debt was privately placed by SG Americas Securities, LLC.
Concurrently with the issuance of the CLO III Debt, the CLO III Issuer issued approximately $135.3 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. No gain or loss was recognized as a result of these sales and contributions. Such loans constituted the initial portfolio assets securing the CLO III Debt. 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 (e.g., “blue sky”) 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 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 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 following describes the terms of the CLO IV Refinancing as supplemented through July 18, 2023 (the “CLO IV Refinancing Indenture Supplement Date”).







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The CLO IV Refinancing was executed by the issuance of the following classes of notes pursuant to an indenture and security agreement dated as of May 28, 2020 (such date, the “CLO IV Closing Date,” and such agreement, the “CLO IV Indenture”), as supplemented by the first supplemental indenture dated as of the CLO IV Refinancing Date and as further supplemented by the second supplemental indenture dated as of the CLO IV Refinancing Indenture Supplement Date) by and among the CLO IV Issuer, the CLO IV Co-Issuer and State Street Bank And Trust Company, the “CLO IV Refinancing Indenture”), by and among the CLO IV Issuers and State Street Bank and Trust Company: (i) $252 million of AAA(sf) Class A-1-R Notes, which bear interest at term SOFR (plus a spread adjustment) plus 1.60% and (ii) $40.5 million of AA(sf) Class A-2-R Notes, which bear interest at term SOFR (plus a spread adjustment) plus 1.90% (together, the “CLO IV Refinancing Secured Notes”). The CLO IV Refinancing Secured Notes are secured by the middle market loans, participation interests in middle market loans and other assets of the 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. 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 we held (the “CLO IV Preferred Shares”) 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 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 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.



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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. No gain or loss was recognized as a result of these sales and contributions. 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.
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 IV Secured Notes were not available to pay the debts of the Company.
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.



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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. No gain or loss was recognized as a result of these sales and contributions. 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 Adviser, 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 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 following describes the terms of the CLO VI Transaction as supplemented through July 18, 2023 (the “CLO VI Indenture Supplement Date”).
The CLO VI Transaction was executed by the issuance of the following classes of notes and preferred shares pursuant to an indenture and security agreement dated as of the CLO VI Closing Date (as supplemented by the supplemental indenture dated as of the CLO VI Indenture Supplement Date by and among the CLO VI Issuer, the CLO VI Co-Issuer and State Street Bank And Trust Company, the “CLO VI Indenture”), by and among the CLO VI Issuers and State Street Bank and Trust Company: (i) $ 224 million of AAA(sf) Class A Notes, which bear interest at term SOFR (plus a spread adjustment) plus 1.45%, (ii) $26 million of AA(sf) Class B-1 Notes, which bear interest at term SOFR (plus a spread adjustment) plus 1.75% and (iii) $10 million of AA(sf) Class B-F Notes, which bear interest at a fixed rate of 2.83% (together, the “CLO VI Secured Notes”). The CLO VI Secured Notes are secured by the middle market loans, participation interests in middle market loans and other assets of the CLO VI Issuer. The CLO VI Secured Notes are scheduled to mature on June 21, 2032. The CLO VI Secured Notes were privately placed by SG Americas Securities, LLC.
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.


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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. No gain or loss was recognized as a result of these sales and contributions. 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 CLO VI Secured Notes are the secured obligation of the CLO VI Issuers, and the CLO VI Indenture includes customary covenants and events of default. The CLO VI Secured Notes have not been registered under the Securities Act, or any state securities (e.g., “blue sky”) laws, and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or pursuant to an applicable exemption from such registration.
The Adviser serves as collateral manager for the CLO VI Issuer under a collateral management agreement dated as of the CLO VI Closing Date. The Adviser is entitled to receive fees for providing these services. The Adviser has waived its right to receive such fees but may rescind such waiver at any time; provided, however, that if the Adviser rescinds such waiver, the management fee payable to the Adviser pursuant to the Investment Advisory Agreement will be offset by the amount of the collateral management fee attributable to the CLO VI Issuers’ equity or notes 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 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.

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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 ours, under an additional loan sale agreement executed on the CLO VII Closing Date between the CLO VII Issuer and ORCC Financing IV LLC. No gain or loss was recognized as a result of these sales and contributions. 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 Blue Owl Credit Advisors LLC (“OCA”), 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 serves 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 that we own. For further details, see “ITEM 1. – Notes to Consolidated Financial Statements – Note 6. Debt.”
CLO X
On March 9, 2023 (the “CLO X Closing Date”), we completed a $397.7 million term debt securitization transaction (the “CLO X Transaction”), also known as a collateralized loan obligation transaction, which is a form of secured financing incurred by us. The secured notes and preferred shares issued in the CLO X Transaction were issued by our consolidated subsidiary Owl Rock CLO X, LLC, a limited liability organized under the laws of the State of Delaware (the “CLO X Issuer”) and are backed by a portfolio of collateral obligations consisting of middle market loans and participation interests in middle market loans as well as by other assets of the CLO X Issuer.
The CLO X Transaction was executed by the issuance of the following classes of notes and preferred shares pursuant to an indenture and security agreement dated as of the CLO X Closing Date (the “CLO X Indenture”), by and among the CLO X Issuer and State Street Bank and Trust Company: (i) $228 million of AAA(sf) Class A Notes, which bear interest at three-month term SOFR plus 2.45% and (ii) $32 million of AA(sf) Class B Notes, which bear interest at three-month term SOFR plus 3.60% (together, the “CLO X Secured Notes”). The Secured Notes are secured by middle market loans, participation interests in middle market loans and other assets of the CLO X Issuer. The CLO X Secured Notes are scheduled to mature on April 20, 2035. The CLO X Secured Notes were privately placed by Deutsche Bank Securities Inc. as Initial Purchaser.
Concurrently with the issuance of the CLO X Secured Notes, the CLO X Issuer issued approximately $137.7 million of subordinated securities in the form of 137,700 preferred shares at an issue price of U.S. $1,000 per share (the “CLO X Preferred Shares”). The CLO X Preferred Shares were issued by the CLO X Issuer as part of its issued share capital and are not secured by the collateral securing the CLO X Secured Notes. We purchased all of the CLO X Preferred Shares. We act as retention holder in connection with the CLO X Transaction for the purposes of satisfying certain U.S. and European Union regulations requiring sponsors of securitization transactions to retain exposure to the performance of the securitized assets and as such is required to retain a portion of the CLO X Preferred Shares.
As part of the CLO X Transaction, we entered into a loan sale agreement with the CLO X Issuer dated as of the CLO X Closing Date, which provided for the sale and contribution of approximately $245.9 million par amount of middle market loans from us to the CLO X Issuer on the CLO X Closing Date and for future sales from us to the CLO X Issuer on an ongoing basis. Such loans constituted part of the initial portfolio of assets securing the CLO X Secured Notes. The remainder of the initial portfolio assets securing the CLO X Secured Notes consisted of approximately $141.3 million par amount of middle market loans purchased by the CLO X Issuer from ORCC Financing III LLC, a wholly-owned subsidiary of ours, under an additional loan sale agreement executed on the CLO X Closing Date between the CLO X Issuer and ORCC Financing III LLC. No gain or loss was recognized as a result of these sales and contributions. We and ORCC Financing III LLC each made customary representations, warranties, and covenants to the CLO X Issuer under the applicable loan sale agreement.
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Through April 20, 2027, a portion of the proceeds received by the CLO X Issuer from the loans securing the CLO X Secured Notes may be used by the CLO X Issuer to purchase additional middle market loans under the direction of the Adviser, in its capacity as collateral manager for the CLO X Issuer and in accordance with our investing strategy and ability to originate eligible middle market loans.
The CLO X Secured Notes are the secured obligation of the CLO X Issuer, and the CLO X Indenture includes customary covenants and events of default. The CLO X Secured Notes have not been registered under the Securities Act, or any state securities (e.g., “blue sky”) laws, and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or pursuant to an applicable exemption from such registration.
The Adviser serves as collateral manager for the CLO X Issuer under a collateral management agreement dated as of the CLO X Closing Date. The Adviser is entitled to receive fees for providing these services. The Adviser has waived its right to receive such fees but may rescind such waiver at any time; provided, however, that if the Adviser rescinds such waiver, the management fee payable to the Adviser pursuant to the Amended and Restated Investment Advisory Agreement, between the Adviser and us will be offset by the amount of the collateral management fee attributable to the CLO X Issuer’s equity or notes that we own. For further details, see “ITEM 1. – Notes to Consolidated Financial Statements – Note 6. Debt.
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 months ended March 31, 2023 and 2022, the Company did not make any periodic payments. 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, 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 SOFR (plus a spread adjustment) plus 3.051%. The interest rate swaps mature on April 10, 2024. For the three and nine months ended September 30, 2023, we made periodic payments of $2.7 million and $12.3 million, respectively. 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. 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, 2023 and December 31, 2022, the interest rate swap had a fair value of $(6.9) million and $(13.1) million, respectively. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of accrued expenses and other liabilities or prepaid expenses and other assets on 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 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.”




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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 SOFR (plus a spread adjustment) plus 1.769%. The interest rate swaps mature on January 15, 2027. For the three months ended September 30, 2023 the Company made no periodic payments and for the nine months ended September 30, 2023 the Company made $15.8 million in periodic payments. For the three and nine months ended September 30, 2022 we made periodic payments of $1.0 million and $3.1 million, respectively. The interest expense related to the 2027 Notes is equally offset by the proceeds received from the interest rate swaps. The swap adjusted interest expense is included as a component of interest expense on our Consolidated Statements of Operations. As of September 30, 2023 and December 31, 2022, the interest rate swap had a fair value of $(57.1) million and $(56.4) million, respectively. Depending on the nature of the balance at period end, the fair value of the interest rate 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.”





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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 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.”
162

Off-Balance Sheet Arrangements
Portfolio Company Commitments
From time to time, we may enter into commitments to fund investments. The table below presents our outstanding commitments to fund investments in current portfolio companies as of the following periods:

CompanyInvestment
September 30, 2023
December 31, 2022
($ in thousands)
3ES Innovation Inc. (dba Aucerna)First lien senior secured revolving loan$2,193 $2,193 
AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLCLLC Interest9,788 45,000 
AAM Series 2.1 Aviation Feeder, LLCLLC Interest9,909 43,432 
Abacus Life, Inc.First lien senior secured delayed draw term loan8,000 — 
ABB/Con-cise Optical Group LLCFirst lien senior secured revolving loan— 354 
Accela, Inc.First lien senior secured revolving loan— 3,000 
Adenza Group, Inc.First lien senior secured delayed draw term loan— 8,331 
Adenza Group, Inc.First lien senior secured revolving loan18,227 18,227 
AmeriLife Holdings LLCFirst lien senior secured delayed draw term loan61 61 
AmeriLife Holdings LLCFirst lien senior secured revolving loan76 91 
AmSpec Group, Inc. (fka AmSpec Services Inc.)First lien senior secured revolving loan10,649 11,388 
Anaplan, Inc.First lien senior secured revolving loan9,722 9,722 
Apex Service Partners, LLCFirst lien senior secured revolving loan19 19 
Apptio, Inc.First lien senior secured revolving loan— 1,112 
Aramsco, Inc.First lien senior secured revolving loan— 6,703 
Armstrong Bidco Limited (dba The Access Group)First lien senior secured delayed draw term loan— 273 
Ascend Buyer, LLC (dba PPC Flexible Packaging)First lien senior secured revolving loan565 565 
Associations, Inc.First lien senior secured delayed draw term loan11,019 45,792 
Associations, Inc.First lien senior secured revolving loan32,923 32,923 
Bamboo US BidCo LLCFirst lien senior secured delayed draw term loan769 — 
Bamboo US BidCo LLCFirst lien senior secured revolving loan1,026 — 
Bayshore Intermediate #2, L.P. (dba Boomi)First lien senior secured revolving loan5,530 4,607 
BCPE Osprey Buyer, Inc. (dba PartsSource)First lien senior secured delayed draw term loan22,201 28,014 
BCPE Osprey Buyer, Inc. (dba PartsSource)First lien senior secured revolving loan10,011 11,855 
BCTO BSI Buyer, Inc. (dba Buildertrend)First lien senior secured revolving loan8,036 8,036 
Blend Labs, Inc.First lien senior secured revolving loan7,500 7,500 
BP Veraison Buyer, LLC (dba Sun World)First lien senior secured delayed draw term loan— 29,054 
BP Veraison Buyer, LLC (dba Sun World)First lien senior secured revolving loan8,716 8,716 
Brightway Holdings, LLCFirst lien senior secured revolving loan1,579 3,158 
Catalis Intermediate, Inc. (fka GovBrands Intermediate, Inc.)First lien senior secured delayed draw term loan— 1,111 
Catalis Intermediate, Inc. (fka GovBrands Intermediate, Inc.)First lien senior secured revolving loan520 79 
Centrify CorporationFirst lien senior secured revolving loan6,817 — 
Circana Group, L.P. (fka The NPD Group, L.P.)First lien senior secured revolving loan1,238 1,329 
CivicPlus, LLCFirst lien senior secured revolving loan2,482 2,698 
Coupa Holdings, LLCFirst lien senior secured delayed draw term loan70 — 
Coupa Holdings, LLCFirst lien senior secured revolving loan54 — 
Denali BuyerCo, LLC (dba Summit Companies)First lien senior secured delayed draw term loan— 1,719 
Denali BuyerCo, LLC (dba Summit Companies)First lien senior secured revolving loan2,998 2,998 
163

CompanyInvestment
September 30, 2023
December 31, 2022
Diamondback Acquisition, Inc. (dba Sphera)First lien senior secured delayed draw term loan— 1,080 
Douglas Products and Packaging Company LLCFirst lien senior secured revolving loan— 2,447 
EET Buyer, Inc. (dba e-Emphasys)First lien senior secured revolving loan364 455 
Entertainment Benefits Group, LLCFirst lien senior secured revolving loan111 44 
Evolution BuyerCo, Inc. (dba SIAA)First lien senior secured revolving loan10,709 10,709 
Finastra USA, Inc.First lien senior secured revolving loan7,298 — 
Forescout Technologies, Inc.First lien senior secured delayed draw term loan48,750 48,750 
Forescout Technologies, Inc.First lien senior secured revolving loan5,345 5,345 
Fortis Solutions Group, LLCFirst lien senior secured delayed draw term loan— 13 
Fortis Solutions Group, LLCFirst lien senior secured revolving loan462 400 
Fullsteam Operations, LLCFirst lien senior secured delayed draw term loan— 3,987 
Gainsight, Inc.First lien senior secured revolving loan1,727 3,357 
Galls, LLCFirst lien senior secured revolving loan24,025 17,192 
Gaylord Chemical Company, L.L.C.First lien senior secured revolving loan13,202 13,202 
Gerson Lehrman Group, Inc.First lien senior secured revolving loan21,563 21,563 
GI Apple Midco LLC (dba Atlas Technical Consultants)First lien senior secured delayed draw term loan141 — 
GI Apple Midco LLC (dba Atlas Technical Consultants)First lien senior secured revolving loan43 — 
GI Ranger Intermediate, LLC (dba Rectangle Health)First lien senior secured revolving loan221 332 
Global Music Rights, LLCFirst lien senior secured revolving loan667 667 
Granicus, Inc.First lien senior secured revolving loan641 789 
H&F Opportunities LUX III S.À R.L (dba Checkmarx)First lien senior secured revolving loan16,250 16,250 
Hercules Borrower, LLC (dba The Vincit Group)First lien senior secured revolving loan19,800 18,685 
HGH Purchaser, Inc. (dba Horizon Services)First lien senior secured delayed draw term loan— 3,824 
HGH Purchaser, Inc. (dba Horizon Services)First lien senior secured revolving loan165 6,520 
Hissho Sushi Merger Sub, LLCFirst lien senior secured revolving loan70 56 
Hyland Software, Inc.First lien senior secured revolving loan2,520 — 
Hometown Food CompanyFirst lien senior secured revolving loan— 3,388 
Ideal Image Development, LLCFirst lien senior secured delayed draw term loan— 1,463 
Ideal Image Development, LLCFirst lien senior secured revolving loan— 1,829 
Ideal Tridon Holdings, Inc.First lien senior secured revolving loan1,829 2,536 
IG Investments Holdings, LLC (dba Insight Global)First lien senior secured revolving loan3,974 2,384 
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 loan83 83 
BradyIFS Holdings, LLC (fka Individual Foodservice Holdings, LLC)First lien senior secured revolving loan19,291 21,567 
Ocala Bidco, Inc.First lien senior secured delayed draw term loan18,988 18,988 
Integrity Marketing Acquisition, LLCFirst lien senior secured loan58,538 — 
Integrity Marketing Acquisition, LLCFirst lien senior secured revolving loan13,533 14,832 
Intelerad Medical Systems Incorporated (fka 11849573 Canada Inc.)First lien senior secured revolving loan2,464 — 
Interoperability Bidco, Inc. (dba Lyniate)First lien senior secured revolving loan3,686 1,522 
Kaseya Inc.First lien senior secured delayed draw term loan1,065 1,134 
Kaseya Inc.First lien senior secured revolving loan850 1,134 
Lightbeam Bidco, Inc. (dba Lazer Spot)First lien senior secured delayed draw term loan595 — 
Lightbeam Bidco, Inc. (dba Lazer Spot)First lien senior secured revolving loan413 26,833 
Lignetics Investment Corp.First lien senior secured delayed draw term loan— 3,922 
164

CompanyInvestment
September 30, 2023
December 31, 2022
Lignetics Investment Corp.First lien senior secured revolving loan157 1,882 
Litera Bidco LLCFirst lien senior secured revolving loan5,738 4,160 
Mario Purchaser, LLC (dba Len the Plumber)First lien senior secured delayed draw term loan3,729 4,880 
Mario Purchaser, LLC (dba Len the Plumber)First lien senior secured revolving loan1,381 1,381 
Medline Borrower, LPFirst lien senior secured revolving loan7,190 7,190 
MHE Intermediate Holdings, LLC (dba OnPoint Group)First lien senior secured revolving loan7,146 13,361 
Milan Laser Holdings LLCFirst lien senior secured revolving loan2,078 2,078 
MINDBODY, Inc.First lien senior secured revolving loan6,071 6,071 
Ministry Brands Holdings, LLCFirst lien senior secured delayed draw term loan190 226 
Ministry Brands Holdings, LLCFirst lien senior secured revolving loan37 34 
National Dentex Labs LLC (fka Barracuda Dental LLC)First lien senior secured revolving loan3,980 171 
Natural Partners, LLCFirst lien senior secured revolving loan68 68 
Nelipak Holding CompanyFirst lien senior secured USD revolving loan7,371 6,299 
Nelipak Holding CompanyFirst lien senior secured EUR revolving loan6,006 4,481 
NMI Acquisitionco, Inc. (dba Network Merchants)First lien senior secured delayed draw term loan— 3,077 
NMI Acquisitionco, Inc. (dba Network Merchants)First lien senior secured revolving loan1,652 1,652 
Norvax, LLC (dba GoHealth)First lien senior secured revolving loan12,273 12,273 
Notorious Topco, LLC (dba Beauty Industry Group)First lien senior secured delayed draw term loan6,385 6,385 
Notorious Topco, LLC (dba Beauty Industry Group)First lien senior secured revolving loan8,939 7,981 
OB Hospitalist Group, Inc.First lien senior secured revolving loan8,281 9,897 
Ole Smoky Distillery, LLCFirst lien senior secured revolving loan116 116 
Pacific BidCo Inc.First lien senior secured delayed draw term loan3,436 3,436 
Patriot Acquisition TopCo S.A.R.L (dba Corza Health, Inc.) First lien senior secured revolving loan13,538 10,637 
PCF Holdco, LLC (dba PCF Insurance Services)Series A Preferred Units5,825 — 
Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services)First lien senior secured revolving loan6,161 6,161 
Ping Identity Holding Corp.First lien senior secured revolving loan91 91 
Plasma Buyer LLC (dba PathGroup)First lien senior secured delayed draw term loan176 176 
Plasma Buyer LLC (dba PathGroup)First lien senior secured revolving loan61 76 
Pluralsight, LLCFirst lien senior secured revolving loan2,326 3,118 
PPV Intermediate Holdings, LLCFirst lien senior secured delayed draw term loan57 110 
PPV Intermediate Holdings, LLCFirst lien senior secured revolving loan67 49 
Project Power Buyer, LLC (dba PEC-Veriforce)First lien senior secured revolving loan3,188 3,188 
PS Operating Company LLC (fka QC Supply, LLC)First lien senior secured revolving loan1,324 1,159 
QAD, Inc.First lien senior secured revolving loan3,429 3,429 
Quva Pharma, Inc.First lien senior secured revolving loan3,120 2,080 
Relativity ODA LLCFirst lien senior secured revolving loan7,333 7,333 
KRIV Acquisition Inc. (dba Riveron)First lien senior secured delayed draw term loan945 — 
KRIV Acquisition Inc. (dba Riveron)First lien senior secured revolving loan853 — 
SailPoint Technologies Holdings, Inc.First lien senior secured revolving loan4,358 4,358 
Sara Lee Frozen Bakery, LLC (fka KSLB Holdings, LLC)First lien senior secured revolving loan1,800 1,980 
Securonix, Inc.First lien senior secured revolving loan153 153 
Sensor Technology Topco, Inc. (dba Humanetics)First lien senior secured revolving loan3,389 — 
SimpliSafe Holding CorporationFirst lien senior secured delayed draw term loan566 772 
Smarsh Inc.First lien senior secured delayed draw term loan95 95 
165

CompanyInvestment
September 30, 2023
December 31, 2022
Smarsh Inc.First lien senior secured revolving loan8 48 
Sonny's Enterprises, LLCFirst lien senior secured delayed draw term loan1,000 — 
Sonny's Enterprises, LLCFirst lien senior secured revolving loan17,969 17,969 
Spotless Brands, LLCFirst lien senior secured revolving loan1,305 1,305 
Summit Acquisition Inc. (dba K2 Insurance Services)First lien senior secured delayed draw term loan178 — 
Summit Acquisition Inc. (dba K2 Insurance Services)First lien senior secured revolving loan89 — 
Swipe Acquisition Corporation (dba PLI)First lien senior secured delayed draw term loan6,228 6,228 
Swipe Acquisition Corporation (dba PLI)Letter of Credit7,118 7,118 
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 loan25 46 
Tahoe Finco, LLCFirst lien senior secured revolving loan9,244 9,244 
Tall Tree Foods, Inc.First lien senior secured delayed draw term loan1,500 — 
Tamarack Intermediate, L.L.C. (dba Verisk 3E)First lien senior secured revolving loan117 116 
Tempo Buyer Corp. (dba Global Claims Services)First lien senior secured delayed draw term loan308 308 
Tempo Buyer Corp. (dba Global Claims Services)First lien senior secured revolving loan95 141 
The Shade Store, LLCFirst lien senior secured revolving loan509 655 
THG Acquisition, LLC (dba Hilb)First lien senior secured revolving loan6,695 8,608 
Thunder Purchaser, Inc. (dba Vector Solutions)First lien senior secured delayed draw term loan— 7,018 
Thunder Purchaser, Inc. (dba Vector Solutions)First lien senior secured revolving loan603 2,522 
Troon Golf, L.L.C.First lien senior secured revolving loan21,622 21,622 
Ultimate Baked Goods Midco, LLCFirst lien senior secured revolving loan9,946 7,335 
Unified Women's Healthcare, LPFirst lien senior secured delayed draw term loan— 33 
Unified Women's Healthcare, LPFirst lien senior secured revolving loan68 88 
USRP Holdings, Inc. (dba U.S. Retirement and Benefits Partners)First lien senior secured revolving loan4,239 4,239 
Valence Surface Technologies LLC49 49 
Velocity HoldCo III Inc. (dba VelocityEHS)First lien senior secured revolving loan1,005 1,072 
Walker Edison Furniture Company LLCFirst lien senior secured delayed draw term loan2,248 — 
When I Work, Inc.First lien senior secured revolving loan925 925 
Wingspire Capital Holdings LLCLLC Interest44,855 35,855 
WU Holdco, Inc. (dba Weiman Products, LLC)First lien senior secured revolving loan6,914 9,219 
Zendesk, Inc.First lien senior secured delayed draw term loan17,352 17,352 
Zendesk, Inc.First lien senior secured revolving loan7,145 7,145 
Total Unfunded Portfolio Company Commitments$812,519 $926,091 
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 150% asset coverage limitation. As of September 30, 2023, we believed we had adequate financial resources to satisfy the unfunded portfolio company commitments.





166

Other Commitments and Contingencies
On November 3, 2020, our Board approved a repurchase program (the “2020 Repurchase Program”) under which we were authorized to repurchase up to $100 million of our outstanding common stock. Under the 2020 Repurchase Program, purchases were made at management’s discretion from time to time in open-market transactions, in accordance with all applicable securities laws and regulations. On November 2, 2021, the Board approved an extension to the 2020 Repurchase Program, and on November 2, 2022, the 2020 Repurchase Program ended in accordance with its terms. As of December 31, 2022, Goldman, Sachs & Co., as agent, had repurchased 944,076 shares of our common stock pursuant to the 2020 Repurchase Plan for approximately $12.6 million.
On November 1, 2022, the Board approved a repurchase program (the “2022 Repurchase Program”) under which we may repurchase up to $150 million of our outstanding common stock. Under the 2022 Stock 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 2022 Stock Repurchase Program will terminate 18-months from the date it was approved. Since the 2022 Repurchase Program’s inception, Goldman, Sachs & Co., as agent, has repurchased 4,090,138 shares of our common stock pursuant to the 2022 Stock Repurchase Plan for approximately $50.0 million as of September 30, 2023.
From time to time, we may become a party to certain legal proceedings incidental to the normal course of its business. At September 30, 2023, we were not aware of any material pending or threatened litigation that would require accounting recognition or financial statement disclosure.
Contractual Obligations
The table below presents a summary of our contractual payment obligations under our credit facilities as of September 30, 2023:
Payments Due by Period
($ in millions)TotalLess than 1 year1-3 years3-5 yearsAfter 5 years
Revolving Credit Facility$1,795.0 $— $15.0 $1,780.0 $— 
SPV Asset Facility II250.0 — — — 250.0 
CLO I386.8 — — — 386.8 
CLO II260.0 — — — 260.0 
CLO III260.0 — — — 260.0 
CLO IV292.5 — — — 292.5 
CLO V509.6 — — — 509.6 
CLO VI260.0 — — — 260.0 
CLO VII239.2 — — — 239.2 
CLO X260.0 — — — 260.0 
2024 Notes400.0 400.0 — — 
2025 Notes425.0 — 425.0 — — 
July 2025 Notes500.0 — 500.0 — — 
2026 Notes500.0 — 500.0 — — 
July 2026 Notes1,000.0 — 1,000.0 — — 
2027 Notes500.0 — — 500.0 — 
2028 Notes850.0 — — 850.0 — 
Total Contractual Obligations$8,688.1 $400.0 $2,440.0 $3,130.0 $2,718.1 
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.
167

We invest in Wingspire, Amergin AssetCo, Fifth Season and OBDC SLF, controlled affiliated investments, as defined in the 1940 Act. See “ITEM 1. – Notes to Consolidated Financial Statements – Note 3. Agreements and Related Party Transactions” for further details.
We invest in LSI Financing, 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 Form 10-K for the fiscal year ended December 31, 2022 and in Form 10-Q for the quarter ended March 31, 2023 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.
Rule 2a-5 under the 1940 Act was adopted by the SEC in January 2021 and establishes requirements for determining fair value in good faith for purposes of the 1940 Act. The Company complied with the mandatory provisions of Rule 2a-5 by the September 2022 compliance date. Additionally, commencing with the fourth quarter of 2022, pursuant to Rule 2a-5, the Board designated the Adviser as the Company's valuation designee to perform fair value determinations relating to the value of assets held by the Company for which market quotations are not readily available.
Investments for which market quotations are readily available are typically valued at the average bid price of those market quotations. To validate market quotations, 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 Adviser, as the valuation designee, based on, among other things, independent third-party valuation firm(s) engaged at the direction of our Adviser.
As part of the valuation process, our Adviser, as the valuation designee 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.
Our Adviser, as the valuation designee, undertakes a multi-step valuation process, which includes, among other procedures, the following:
•With respect to investments for which market quotations are readily available, those investments will typically be valued at the average bid price of those market quotations;
•With respect to investments for which market quotations are not readily available, the valuation process begins with the independent valuation firm(s) providing a preliminary valuation of each investment to the Adviser’s valuation committee;
•Preliminary valuation conclusions are documented and discussed with the Adviser’s valuation committee;
•Our Adviser, as the valuation designee, reviews the recommended valuations and determines the fair value of each investment;
•Each quarter, our Adviser, as the valuation designee, provides the Audit Committee a summary or description of material fair value matters that occurred in the prior quarter and on an annual basis, our Adviser, as the valuation designee, will provide the Audit Committee with a written assessment of the adequacy and effectiveness of its fair value process; and
•The Audit Committee oversee the valuation designee and will report to the Board on any valuation matters requiring the Board’s attention.
168

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.
•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, our Adviser, as the valuation designee, evaluates 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), our Adviser, as the valuation designee, subjects those prices to various criteria in making the determination as to whether a particular investment would qualify for treatment as a Level 2 or Level 3 investment. For example, our Adviser, as the valuation designee, 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.
Financial and Derivative Instruments
Rule 18f-4 was adopted by the SEC in December 2020 and became effective in August 2022. Rule 18f-4 requires BDCs that use derivatives to, among other things, comply with a value-at-risk leverage limit, adopt a derivatives risk management program, and implement certain testing and board reporting procedures. Rule 18f-4 exempts BDCs that qualify as “limited derivatives users” from the aforementioned requirements, provided that these BDCs adopt written policies and procedures that are reasonably designed to manage the BDC’s derivatives risks and comply with certain recordkeeping requirements. Rule 18f-4 provides that a BDC may enter into an unfunded commitment agreement that is not a derivatives transaction, such as an agreement to provide financing to a portfolio company, if the BDC has, among other things, a reasonable belief, at the time it enters into such an agreement, that it will have sufficient cash and cash equivalents to meet its obligations with respect to all of its unfunded commitment agreements, in each case as it becomes due. Pursuant to Rule 18f-4, when we trade reverse repurchase agreements or similar financing transactions, including certain tender option bonds, we need to aggregate the amount of any other senior securities representing indebtedness (e.g., bank borrowings, if applicable) when calculating our asset coverage ratio. The Company currently qualifies as a “limited derivatives user” and expects to continue to do so. The Company adopted a derivatives policy by Rule 18f-4’s August 2022 compliance date, and complies with the recordkeeping requirements.
Interest and Dividend Income Recognition
Interest income is recorded on the accrual basis and includes amortization and 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
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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.
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 U.S. federal income tax at corporate rates. 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.
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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 U.S. federal income taxes at corporate rates on any ordinary income or capital gains that we distribute at least annually to our shareholders as distributions. Rather, any tax liability related to income earned and distributed by us represents obligations of our investors and will not be reflected in our consolidated financial statements.
To qualify as a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements. In addition, to qualify for RIC tax treatment, we must distribute to our shareholders, for each taxable year, at least 90% of our “investment company taxable income” for that year, which is generally our ordinary income plus the excess of our realized net short-term capital gains over our realized net long-term capital losses. In order for us to not be subject to U.S. federal excise taxes, we must distribute annually an amount at least equal to the sum of (i) 98% of our net ordinary income (taking into account certain deferrals and elections) for the calendar year, (ii) 98.2% of our capital gains in excess of capital losses for the one-year period ending on October 31 of the calendar year and (iii) any net ordinary income and capital gains in excess of capital losses for preceding years that were not distributed during such years. We, at our discretion, may carry forward taxable income in excess of calendar year dividends and pay a 4% nondeductible U.S. excise tax on this income.
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, 2022. As applicable, our prior three tax years remain subject to examination by U.S. federal, state and local tax authorities.
Recent Developments
On November 7, 2023, our Board declared a fourth quarter dividend of $0.35 per share for stockholders of record as of December 29, 2023, payable on or before January 12, 2024 and a third quarter supplemental of $0.08 per share for stockholders of record as of November 30, 2023, payable on or before December 15, 2023.
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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, credit risk and inflation 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 the Adviser, as our valuation designee, based on, among other things, the input of independent third-party valuation firm(s) engaged at the direction of the Adviser, as our valuation designee, 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 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, 2023, 97.7% 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 and SPV Asset Facility II bear interest at variable interest rates with a floor of 0%. The 2024 Notes, 2025 Notes, July 2025 Notes, 2026 Notes, July 2026 Notes, 2027 Notes, and 2028 Notes bear interest at fixed rates. The 2024 Notes and 2027 Notes are hedged against interest rate swaps instruments. CLO IV, CLO VI and CLO X bear interest at variables rates. CLO I, CLO II, CLO III, CLO V and CLO VII bear interest at fixed and variable rates.
Based on our Consolidated Statements of Assets and Liabilities as of September 30, 2023, 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$328,976 $111,745 $217,231 
Up 200 basis points219,317 74,496 144,821 
Up 100 basis points109,659 37,248 72,411 
Down 100 basis points(109,659)(37,248)(72,411)
Down 200 basis points(219,317)(74,496)(144,821)
Down 300 basis points(328,976)(111,745)(217,231)
_____________
(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 “ITEM 1. — Notes to Consolidated Financial Statements - Note 3. Agreements and Related Party Transactions" 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.





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Currency Risk
From time to time, we may make investments that are denominated in a foreign currency. These investments are translated into U.S. dollars at each balance sheet date, exposing us to movements in foreign exchange rates. We may employ hedging techniques to minimize these risks, but we cannot assure you that such strategies will be effective or without risk to us. We may seek to utilize instruments such as, but not limited to, forward contracts to seek to hedge against fluctuations in the relative values of our portfolio positions from changes in currency exchange rates. We also have the ability to borrow in certain foreign currencies under our credit facilities. Instead of entering into a foreign currency forward contract in connection with loans or other investments we have made that are denominated in a foreign currency, we may borrow in that currency to establish a natural hedge against our loan or investment. To the extent the loan or investment is based on a floating rate other than a rate under which we can borrow under our credit facilities, we may seek to utilize interest rate derivatives to hedge our exposure to changes in the associated rate.
Credit Risk
We generally endeavor to minimize our risk of exposure by limiting to reputable financial institutions the counterparties with which we enter into financial transactions. As of September 30, 2023 and December 31, 2022, we held the majority of our cash balances with a single highly rated money center bank and such balances are in excess of Federal Deposit Insurance Corporation insured limits. We seek to mitigate this exposure by monitoring the credit standing of these financial institutions.
Inflation Risk
Inflation is likely to continue in the near to medium-term, particularly in the United States, with the possibility that monetary policy has tightened 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.
(b) Changes in Internal Controls Over Financial Reporting
There have been no changes in our internal control over financial reporting that occurred during the quarter ended September 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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, 2022 and our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2023, 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, 2022 and our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2023 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, Use of Proceeds, and Issuer Purchases of Equity Securities.
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.
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In the third quarter 2023, pursuant to our dividend reinvestment plan, we purchased 606,079 shares of our common stock in the open market, at a weighted average price of $12.85 per share, for distribution to stockholders of record as ofJune 30, 2023 and August 31, 2023 for the second quarter dividend and supplemental second quarter dividend, respectively, that did not opt out of our dividend reinvestment plan in order to satisfy the reinvestment portion of our dividends.
The following provides information regarding purchases of the Company’s common stock by Goldman Sachs & Co., as agent, pursuant to the 2022 Stock Repurchase Program. Repurchases under the 2022 Stock Repurchase Program for the following period:
Period
($ in millions, except share and per share amounts)		Total Number
of Shares
Repurchased		Average Price Paid per ShareApproximate
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, 2023 - January 31, 20231,493,034 $12.19 $18.2 $115.9 
February 1, 2023 - February 28, 202329,154 $12.98 $0.4 $115.5 
March 1, 2023 - March 31, 2023278,419 $12.61 $3.5 $112.0 
April 1, 2023 - April 30, 2023687,545 $12.65 $8.7 $103.3 
May 1, 2023 - May 31, 2023190,355 $12.53 $2.4 $100.9 
June 1, 2023 - June 30, 202365,305 $13.50 $0.9 $100.0 
July 1, 2023 - June 31, 2023— $— — $100.0 
August 1, 2023 - August 31, 2023— $— — $100.0 
September 1, 2023 - September 30, 2023— $— — $100.0 
Total2,743,812 $34.1 
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Diversified Lending Investment Committee
The Adviser's investment team (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 Diversified Lending Investment Committee. The Adviser’s Diversified Lending Investment Committee is comprised of Douglas I. Ostrover, Marc S. Lipschultz, Craig W. Packer, Alexis Maged, Jeff Walwyn and, effective December 1, 2023, Patrick Linnemann, Meenal Mehta and Logan Nicholson.
Patrick Linnemann is a Managing Director at Blue Owl, a member of the Adviser’s Investment Team and, effective December 1, 2023, a member of the Adviser’s Diversified Lending Investment Committee. Mr. Linnemann is also a Portfolio Manager for certain funds in Blue Owl’s Diversified Lending strategy, including Blue Owl Diversified Lending Fund. Before joining Blue Owl, Mr. Linnemann was a Vice President at Angel Island Capital, the credit investment platform of Golden Gate Capital, from 2015 to 2016, where he focused on sourcing and evaluating credit investments. Before that, Mr. Linnemann was Vice President of the Leveraged Finance Capital Markets Group at Goldman Sachs & Co. in New York from 2006 to 2015. Mr. Linnemann received a BA in Economics from the University of Pennsylvania.
Meenal Mehta is a Managing Director at Blue Owl, a member of the Adviser’s Investment Team and, effective December 1, 2023, a member of the Adviser’s Diversified Lending Investment Committee. Ms. Mehta is also a Co-Head of Underwriting for the Adviser’s Investment Team. Before joining Blue Owl, Ms. Mehta was a Managing Director at Antares Capital, a direct lender to middle market firms based in New York. Prior to that, Ms. Mehta was a Vice President at GE Capital. Ms. Mehta began her career as a Manager at L&T Finance Limited, Mumbai India in the Treasury Group. Ms. Mehta received a BS in Commerce and Economics from Sydenham College, Mumbai University, a MS in Management Studies with a specialization in Finance from NMIMS, Mumbai University and an MBA from Goizueta Business School, Emory University.


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Logan Nicholson is a Managing Director at Blue Owl, a member of the Adviser’s Investment Team and, effective December 1, 2023, a member of the Adviser’s Diversified Lending Investment Committee. Mr. Nicholson is also a Portfolio Manager for certain funds in Blue Owl’s Diversified Lending strategy, including the Company, Blue Owl Capital Corporation II, Blue Owl Capital Corporation III and Blue Owl Credit Income Corporation. Before joining Blue Owl, Mr. Nicholson was a Co-Founder and Partner at Brinley Partners, a startup private credit asset manager. Previously, Mr. Nicholson spent 18 years at Goldman Sachs & Co., where he was most recently a Managing Director and Head of U.S Leveraged Finance Capital Markets. During his time at Goldman Sachs, he was responsible for structuring, risk management and distribution of capital commitments for both Leveraged Loans and High Yield bonds, and he was also appointed as a member of the LSTA Board of Directors. Additionally, Mr. Nicholson spent a year in a leadership role at healthcare firm Humana Inc., where he was Senior Vice President of Corporate Development and responsible for all M&A activity. Mr. Nicholson earned a B.S. in Systems Engineering with a double major in Economics from the University of Virginia.
Rule 10b5-1 Trading Plans
During the fiscal quarter ended September 30, 2023, none of the Company’s directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”
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Item 6. Exhibits, Financial Statement Schedules
Exhibit NumberDescription of Exhibits
3.1
3.2
10.1
10.2
10.3
10.4
10.5
31.1*
31.2*
32.1**
32.2**
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101.SCHInline XBRL Taxonomy Extension Schema Document
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document
101.LABInline XBRL Taxonomy Extension Label Linkbase Document
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document
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________________
* 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.

Blue Owl Capital Corporation
Date: November 8, 2023
By:/s/ Craig W. Packer
Craig W. Packer
Chief Executive Officer and Director

Blue Owl Capital Corporation
Date: November 8, 2023
By:/s/ Jonathan Lamm
Jonathan Lamm
Chief Operating Officer and Chief Financial Officer


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