Blue Owl Capital Corp

DEF 14A 1 d753638ddef14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

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BLUE OWL CAPITAL CORPORATION

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Letter from the CEO Dear shareholders: On behalf of our Board of Directors and our entire team, I am pleased to invite you to the 2024 annual meeting of shareholders for Blue Owl Capital Corporation (“OBDC”). The meeting will be held on June 21, 2024 at 9:00 a.m. Eastern Time and, consistent with last year, will be conducted virtually. Meeting details can be found beginning on the Notice of Annual Meeting of Shareholders that follows. This year’s agenda includes votes to re-elect two Board members and re-ratify the appointment of KPMG LLP as our independent registered public accounting firm. More information on these proposals can be found beginning on page 9 of our proxy statement. Our Board unanimously recommends that you vote FOR each of the proposals.

Your vote is very important to us. Whether or not you plan to attend the virtual meeting, we ask that your shares be represented and voted.

Our Year

We had a record year in 2023, generating our highest annual net investment income per share, achieving our highest net asset value per share, and distributing a total of $1.59 per share to our shareholders, the most in any year since our inception. This resulted in a total return to our investors of over 40% in 2023.1 We were also pleased to raise the regular dividend twice during the year, which reflects our continued confidence in our portfolio and our expectations for the future trajectory of earnings, even in a more normalized rate environment. Our strong results are the outcome of our emphasis on credit selection, the broad benefits of higher interest rates, and our proactive approach to liability management.

We began last year appropriately cautious and prepared for a challenging economic environment. Yet over the course of the year, our borrowers across Blue Owl’s Credit platform, on average, deliveredlow-to-mid single digit growth in both EBITDA and revenue each quarter. Since inception, our approach has been to construct a diversified, defensively positioned portfolio that performs across market cycles by leveraging the differentiated sourcing, underwriting, and risk management capabilities of Blue Owl’s $84.6 billion 2 credit platform. As ofyear-end, the weighted average EBITDA of OBDC’s borrowers was over $200 million 3, and we believe this scale provides strategic benefits and operational stability that contribute to our strong credit quality.

Finally, Blue Owl published its inaugural sustainability report on July 1, 2023, which can be viewed on its website. The report details the framework Blue Owl and its Advisers use to execute on sustainability initiatives and reflects Blue Owl’sfirm-wide emphasis on transparency.

Our Outlook

As a lender, we are defensive by nature, and credit quality is always top of mind. We remain confident in the versatility of our portfolio and based on the visibility we have today, we expect that the overall portfolio should continue to perform well.

We entered 2024 on strong footing, and we expect to see increased market and origination activity over the balance of the year. We started to see this trend in the fourth quarter of last year, deploying over $8 billion across the Blue Owl direct lending business, representing our highest quarter of origination activity since 2021. Our scale positions us as a lender of choice and allows us to see opportunities with bigger companies and more established partners.

On behalf of our entire team, I want to express my thanks for your support. We are excited about our future and the ways in which we are delivering differentiated returns to our shareholders.

Sincerely yours,

Craig W. Packer Chief Executive Officer, President and Director March 28, 2024

Blue Owl Capital Corporation

399 Park Avenue

New York, New York 10022

Notice of Annual Meeting of Shareholders

To Be Held On June 21, 2024

To the Shareholders of Blue Owl Capital Corporation:

NOTICE IS HEREBY GIVEN THAT the annual meeting of shareholders of Blue Owl Capital Corporation, a Maryland corporation (the “Company”), will be held on June 21, 2024 at 9:00 a.m., Eastern Time (the “Annual Meeting”). The Annual Meeting will be a completely virtual meeting, which will be conducted via live webcast. You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/OBDC2024. For instructions on how to attend and vote your shares at the Annual Meeting, see the information in the accompanying proxy statement under the heading “How to attend and vote at the Annual Meeting.”

The Annual Meeting is being held for the following purposes:

The Board has fixed the close of business on March 25, 2024 as the record date for the determination of shareholders entitled to notice of, and to vote at, the Annual Meeting and adjournments or postponements thereof.

Important notice regarding the availability of proxy materials for the Annual Meeting. The Company’s proxy statement, the proxy card, and the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2023 (the “Annual Report”) are available at www.proxyvote.com.

By Order of the Board of Directors,

Neena A. Reddy Secretary March 28, 2024