Blue Owl Capital Corp
For the period ended Jun 26, 2025. Filed Apr 3, 2025.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 26, 2025 · Filed Apr 3, 2025
Use the contents to explore the available documents and sections.
Contents
Cover page
Show cover page
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant
☒
Filed by a Party other than the Registrant
☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
|---|
| ☒ | Definitive Proxy Statement |
|---|
| ☐ | Definitive Additional Materials |
|---|
| ☐ | Soliciting Material under §240.14a-12 |
|---|
BLUE OWL CAPITAL CORPORATION
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
|---|
| ☐ | Fee paid previously with preliminary materials. |
|---|
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
|---|
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 2025 annual meeting of shareholders for Blue Owl Capital Corporation (“OBDC”). The meeting will be held on June 26, 2025 at 9:00 a.m. Eastern Time and, consistent with prior years, 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 tore-elect two Board members andre-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 strong year in 2024, generating attractive annual net investment income per share while maintaining excellent credit quality. This allowed us to deliver a return on equity of over 12% for the full year and distribute record dividends totaling $1.72 per share to our shareholders, which reflects a nearly 10% increase year-over-year. Additionally, in January, we closed the previously announced merger with Blue Owl Capital Corporation III or OBDE. This merger establishes OBDC as the second largest publicly traded BDC by total assets 1, increases our scale and diversification and generates meaningful operational synergies.
We believe our scaled credit platform, disciplined investment approach, conservative balance sheet and deeply experienced team are what has differentiated OBDC throughout the year. We have said for a long time that we are built with the goal of performing well in any economic environment, and 2024 was a further demonstration of that point.
We began last year appropriately cautious and prepared for an evolving economic environment, marked by elevated interest rates, geopolitical tensions and rising unemployment. Yet over the course of the year, the borrowers across Blue Owl’s Credit platform, on average, deliveredmid-to-high single digit growth in both EBITDA and revenue year-over-year. 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 $136 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.
Our Outlook
As a lender, we are defensive by nature, and credit quality is always top of mind. We remain confident in the durability of our portfolio and based on the visibility we have today, we expect that the overall portfolio should continue to perform well.
Over the past year, Blue Owl meaningfully broadened its Credit platform which includes several strategies, including direct lending, liquid credit and other adjacent investment strategies, by expanding into Alternative and Investment Grade credit. Together, these new capabilities augment the scale of our direct lending platform, which remains one of our largest competitive advantages.
As we look to 2025, we entered the year from a position of strength, with increased size, scale and diversification – all while maintaining excellent credit quality and leveraging the benefits of the Blue Owl platform. We believe our size and scale position us as a lender of choice and we are confident it will continue to drive further benefits for our shareholders in the years to come.
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 and Director April 3, 2025
| 1. | On a pro forma combined basis based on OBDC’s and OBDE’s total assets as of December 31, 2024. |
| 2. | Assets under management as of December 31, 2024. |
| 3. | As of December 31, 2024. Represents 93.0% of our total debt portfolio based on fair value and excludes certain investments that fall outside of our typical borrower profile. |
Blue Owl Capital Corporation
399 Park Avenue
New York, New York 10022
Notice of Annual Meeting of Shareholders
To Be Held On June 26, 2025
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 26, 2025 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/OBDC2025. 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:
| 1. | To elect two members of the Board to serve until the 2028 annual meeting of shareholders and until their successors are duly elected and qualified; and |
| 2. | To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. |
The Board has fixed the close of business on March 28, 2025 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, 2024 (the “Annual Report”) are available at www.proxyvote.com.
By Order of the Board of Directors,
Neena A. Reddy Secretary April 3, 2025
| Shareholders are requested to promptly authorize a proxy vote over the internet, or execute and return promptly the accompanying proxy card, which is being solicited by the Board. You may authorize a proxy over the internet by following the instructions in the Notice of Internet Availability of Proxy Materials or the proxy card. You may execute the proxy card using the methods described in the proxy card. Executing the proxy card is important to ensure a quorum at the Annual Meeting. Proxies may be revoked at any time before they are exercised by submitting a written notice of revocation or a subsequently executed proxy, or by virtually attending the Annual Meeting and voting. | |||
| Four Ways to Vote | |||
| Online visit www.virtualshareholder meeting.com/OBDC2025 | Phone call 1-800-690-6903 | QR Code Scan QR Code usingSmartphone | Mail Complete, sign andreturn proxy card |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.