Blue Owl Capital Corp
For the period ended Sep 30, 2025. Filed Nov 5, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 5, 2025
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 2. Results of operations
| Net investment income(1) | 1.20 | 1.43 | |
|---|---|---|---|
| Net realized and unrealized gain (loss)(1) | (0.19) | (0.30) | |
| Net increase (decrease) in net assets resulting from operations | 1.01 | 1.13 | |
| Distributions | |||
| Distributions declared from earnings(2) | (1.19) | (1.30) | |
| Capital share transactions | |||
| Issuance of common shares in connection with the OBDE Mergers | (0.19) | — | |
| Total increase (decrease) in net assets | (0.37) | (0.17) | |
| Net asset value, end of period | $14.89 | $15.28 | |
| Shares outstanding, end of period | 511,048,237 | 390,217,304 | |
| Per share market value at end of period | $12.77 | $14.57 | |
| Total return, based on market value(3) | (8.3)% | 7.5% | |
| Total return, based on net asset value(4) | 6.0% | 7.7% | |
| Ratios / Supplemental Data:(5) | |||
| Ratio of total expenses to average net assets(6)(7) | 14.6% | 14.3% | |
| Ratio of net investment income to average net assets(6) | 11.2% | 12.4% | |
| Net assets, end of period | $7,611,271 | $5,961,849 | |
| Weighted-average shares outstanding | 505,700,153 | 390,018,665 | |
| Total capital commitments, end of period | N/A | N/A | |
| Ratio of total contributed capital to total committed capital, end of period | N/A | N/A | |
| Portfolio turnover rate | 21.9% | 31.3% | |
(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 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).
(7)Prior to any management fee waivers, the annualized total expenses to average net assets for the period ended September 30, 2025 was 14.6%.
Note 13. Merger with Blue Owl Capital Corporation III
On January 13, 2025, the Company completed its previously announced acquisition of OBDE. In accordance with the OBDE Merger Agreement, at the effective time of the OBDE Mergers, each outstanding share of OBDE common stock was converted into the right to receive 0.9779 shares of common stock, par value $0.01 per share of the Company (with OBDE stockholders receiving cash in lieu of fractional shares of the Company’s common stock). As a result of the OBDE Mergers, the Company issued an aggregate of approximately 120,630,330 shares of its common stock to former OBDE stockholders prior to any adjustment for OBDE stockholders receiving cash in lieu of fractional shares.
The OBDE Mergers were accounted for as an asset acquisition in accordance with ASC 805-50, Business Combinations — Related Issues. The consideration paid to OBDE’s shareholders was less than the aggregate fair values of the assets acquired and liabilities assumed, which resulted in a purchase discount (the “purchase discount”). The purchase discount was allocated to the cost of OBDE investments acquired by us on a pro-rata basis based on their relative fair values as of the closing date. Immediately following the OBDE Mergers, the Company marked the investments to their respective fair values and, as a result, the purchase discount allocated to the cost basis of the investments acquired was immediately recognized as unrealized appreciation on the Company’s Consolidated Statement of Operations. The purchase discount allocated to the loan investments acquired will amortize over the life of each respective loan through interest income with a corresponding adjustment recorded as unrealized depreciation on such loans acquired through their ultimate disposition. The purchase discount allocated to equity investments acquired does not amortize over the life of such investments through interest income and, assuming no subsequent change to the fair value of the equity investments acquired and disposition of such equity investments at fair value, the Company will recognize a realized gain with a corresponding reversal of the unrealized appreciation on disposition of such equity investments acquired. Pre-incentive fee net investment income does not include any realized capital gains, realized capital losses, unrealized capital appreciation or depreciation or any amortization or accretion of any purchase premium or purchase discount to interest income resulting solely from the purchase accounting for any premium or discount paid for the acquisition of assets in the OBDE Mergers.
The OBDE Mergers were considered a tax-free reorganization and the Company has elected to carry forward the historical cost basis of the OBDE investments for tax purposes.
The following table summarizes the allocation of the purchase price to the assets acquired and liabilities assumed as a result of the OBDE Mergers immediately prior to the OBDE Mergers:
| Common stock issued by the Company(1) | $1,755,181 |
|---|---|
| Transaction costs, net(2) | 7,020 |
| Total purchase price | $1,762,201 |
| Assets acquired: | |
| Investments, at fair value (amortized cost of $4,234,860) | $4,236,514 |
| Cash and cash equivalents | 125,621 |
| Other assets(4) | 65,735 |
| Total assets acquired | $4,427,870 |
| Liabilities assumed: | |
| Debt (net of unamortized debt issuance costs of $28,157) | $2,535,285 |
| Other liabilities(3) | 47,493 |
| Total liabilities assumed | $2,582,778 |
| Net assets acquired | $1,845,092 |
| Total purchase premium/(discount) | $(82,891) |
(1)Based on the most recent market price at closing of $14.55 and the approximate 120,630,330 common shares issued by the Company in conjunction with the OBDE Mergers.
(2)Pursuant to the OBDE Merger Agreement, the Adviser agreed to reimburse each of the Company and OBDE 50% of all fees and expenses incurred and payable in connection with or related to the OBDE Mergers or the OBDE Merger Agreement up to an aggregate amount equal to $4.25 million. Net of merger transaction costs borne by the Adviser, the Company capitalized $7.0 million of merger transaction costs as part of the total consideration paid to acquire the assets and liabilities of OBDE.
(3)Includes $2.9 million of management fees and $1.3 million of incentive fees accrued by OBDE through the closing date of the OBDE Mergers pursuant to an investment advisory agreement between OBDE and its investment adviser, which was terminated upon the closing of the OBDE Mergers. The payable for these fees was assumed by the Company. Other liabilities assumed also include $1.9 million of payables to affiliates and $41.1 million of other accrued expenses and other liabilities.
(4)Includes $44.7 million of interest receivable and $21.0 million of prepaid expenses and other assets.
Note 14. 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:
Dividend
On November 4, 2025, the Board declared a fourth quarter dividend of $0.37 per share for stockholders of record as of December 31, 2025, payable on or before January 15, 2026.
2025 Stock Repurchase Program
On November 4, 2025, the Board approved a repurchase program (the “2025 Stock Repurchase Program”) under which the Company may repurchase up to $200 million of the Company’s common stock. Under the 2025 Repurchase Program, purchases may be made at management’s discretion from time to time in open-market transactions, including pursuant to trading plans with investment banks pursuant to Rule 10b5-1 of the Exchange Act, in accordance with all applicable rules and regulations. Unless extended by the Board, the 2025 Stock Repurchase Program will terminate 18-months from the date it was approved.
Merger Agreement with Blue Owl Capital Corporation II
On November 5, 2025, the Company entered into an Agreement and Plan of Merger (the “OBDC II Merger Agreement”) with Blue Owl Capital Corporation II, a Maryland corporation (“OBDC II”), Cowboy Merger Sub, Inc., a Maryland corporation and wholly owned subsidiary of the Company (“OBDC II Merger Sub”), and, solely for the limited purposes set forth therein, the Adviser. The OBDC II Merger Agreement provides that, subject to the conditions set forth in the OBDC II Merger Agreement, OBDC II Merger Sub will be merged with and into OBDC II, with OBDC II continuing as the surviving company and as a wholly-owned subsidiary of the Company (the “OBDC II Initial Merger”), and, immediately thereafter, OBDC II will merge with and into the Company, with the Company continuing as the surviving company (the “OBDC II Second Merger” and together, with the OBDC II Initial Merger, the “OBDC II Mergers”). The parties to the OBDC II Merger Agreement intend the OBDC II Mergers to be treated as a “reorganization” within the meaning of Section 368(a) of the Code.
Effective upon the closing of the OBDC IIMergers, each share of OBDC II common stock issued and outstanding immediately prior to the effective time of the OBDC IIMergers, except for shares, if any, owned by the Company or any of its consolidated subsidiaries, will be converted into the right to receive a number of shares of the Company’s common stock equal to the Exchange Ratio (as defined below), plus any cash (without interest) in lieu of fractional shares, in connection with the closing of the OBDC IIMergers.
Under the terms of the OBDC IIMerger Agreement, the “Exchange Ratio” will be determined as of a mutually agreed date (such date, the “Determination Date”) no earlier than 48 hours (excluding Sundays and holidays) prior to the effective date of the OBDC IIMergers and based on (i) the net asset value (“NAV”) per share of the Company’s common stock (the “OBDC Per Share NAV”) and the adjusted net asset value per share of OBDC II (the “OBDC II Per Share NAV”) and (ii) the closing price per share of the Company’s common stock on the NYSE on either the Determination Date or, if the NYSE is closed on the Determination Date, the most recent trading day prior to the Determination Date (the “OBDC Common Stock Price”).
The Exchange Ratio will be calculated as follows:
(i)if the quotient of the OBDC Common Stock Price and the OBDC Per Share NAV is less than or equal to 100%, then the Exchange Ratio shall be the quotient (rounded to the fourth nearest decimal) of the OBDC II Per Share NAV and the OBDC Per Share NAV; or
(ii)if the quotient of the OBDC Common Stock Price and the OBDC Per Share NAV is greater than 100%, the Exchange Ratio shall be the quotient (rounded to the fourth nearest decimal) of the OBDC II Per Share NAV and the OBDC Common Stock Price.
Consummation of the OBDC IIMergers, which is currently anticipated to occur during the first quarter of 2026, is subject to certain closing conditions, including (1) requisite approvals of OBDC II’s shareholders, (2) the effectiveness of an amendment to OBDC II’s Articles of Amendment and Restatement, (3) the absence of certain enumerated legal impediments to the consummation of the OBDC II Mergers, (4) effectiveness of the registration statement for the Company’s common stock to be issued as consideration in the OBDC II Mergers, (5) subject to certain exceptions, the accuracy of the representations and warranties and compliance with the covenants of each party to the OBDC II Merger Agreement, (6) required regulatory approvals (including expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended), (7) the absence of a material adverse effect in respect of the parties, and (8) the receipt of customary legal opinions to the effect that the OBDC II Mergers will be treated as a “reorganization” within the meaning of Section 368(a) of the Code by the parties.
Prior to the anticipated closing of the OBDC II Mergers, OBDC II and the Company intend to declare and pay ordinary course dividends.
Prior to the anticipated closing of the OBDC IIMergers, subject to the approval of OBDC II’s board of directors, OBDC II may declare a dividend to its shareholders equal to undistributed net investment income estimated to be remaining as of the closing of the OBDC IIMergers, if any.
The foregoing summary description of the OBDC IIMerger Agreement and the transactions contemplated thereby is subject to and qualified in its entirety by reference to the OBDC IIMerger Agreement, a copy of which has been filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K, dated November 5, 2025, the terms of which are incorporated herein by reference. In connection with the OBDC IIMergers, OBDC II plans to file with the SEC and mail to its shareholders a proxy statement/prospectus (the “Proxy Statement”) and the Company plans to file with the SEC a registration statement on Form N-14 (the “Registration Statement”) that will include the Proxy Statement and a prospectus of the Company.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.