BLUE OWL CAPITAL INC
For the period ended Sep 30, 2024. Filed Nov 6, 2024.
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, 2024 · Filed Nov 6, 2024
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-06-30; filed 2024-08-01.
0001823945-24-000054
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2024-09-30; filed 2024-11-06.
0001823945-24-000064
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 247 previous paragraphs and 249 current paragraphs.
145 unchanged; 70 reworded; 31 added; 28 removed; 4 previous and 3 current paragraphs rearranged.
Tables are not compared: 18 previous and 18 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (31)
Current report
2024 Third Quarter Overview
Current report
On July 1, 2024, we completed the KAM Acquisition (as defined in Note 1 to our Financial Statements). KAM is a boutique investment management firm focused on providing asset management services to the insurance industry. KAM’s capabilities in investment grade credit and real estate strategies supplement Blue Owl’s existing strength in these asset classes and further accelerate our ability to bring differentiated products and strategies to the market for insurance clients. Our acquisition of KAM enhances our ability to serve the insurance market at scale and marks the official launch of Blue Owl Insurance Solutions. Working seamlessly across our investment platforms, Blue Owl Insurance Solutions combines the focused alternatives approach with expanded industry capabilities to now serve insurance clients across a broader range of their needs. See Note 3 to our Financial Statements for additional information.
Current report
On September 30, 2024, we completed the Atalaya Acquisition (as defined in Note 1 to our Financial Statements). Atalaya focuses primarily on asset-based credit investments across consumer and commercial finance, corporate and real estate assets. The completion of the acquisition of Atalaya’s business represents a significant expansion of Blue Owl’s alternative credit presence. See Note 3 to our Financial Statements for additional information.
Current report
On October 7, 2024, we announced the IPI Acquisition (as defined in Note 14 to our Financial Statements). The aggregate consideration for the IPI Acquisition will be approximately $1.0 billion. We will fund the IPI Acquisition through a combination of approximately $788.6 million in Common Units and corresponding Class C Shares and approximately $203.8 million in cash, subject to certain closing consideration adjustments.
Current report
In addition, in connection with the IPI Acquisition, we will enter into a services agreement with ICONIQ (as defined in Note 14 to our Financial Statements) (the “Services Agreement”), pursuant to which ICONIQ will provide certain services, including investment analysis and investor relations services to us or our subsidiaries. Under the terms of the Services Agreement, in 2026 we expect to issue 14,175,000 Incentive Units, subject to future targets. We also expect to issue in 2027 or 2028 a meaningful amount of additional Incentive Units pursuant to the Services Agreement, subject to the achievement of certain future targets. The Incentive Units will be fully vested upon issuance.
Current report
We continued to execute on our strategic M&A plans in the third quarter, closing our acquisitions of Kuvare Asset Management and Atalaya Capital Management, adding over $30 billion to AUM. Subsequent to quarter end, we announced our intention to acquire IPI’s business, reflecting a significant step forward in Blue Owl’s presence in the digital infrastructure ecosystem. Pro-forma for IPI, our AUM exceeds a quarter of a trillion dollars. Together, these businesses further diversify our business and further expand Blue Owl’s strong positioning within the largest transformational shifts happening within financial markets.
Current report
Credit. The increase in AUM for the nine months ended September 30, 2024 was driven by the following:
Current report
•$27.8 billion driven by the products added in connection with the KAM Acquisition and the Atalaya Acquisition.
Current report
•$8.2 billion new capital raised in direct lending, primarily driven by continued private wealth fundraising in OCIC and OTIC, as well as additional fundraise in other recently launched products.
Current report
Credit. The increase in FPAUM for the nine months ended September 30, 2024 was driven by the following:
Current report
•$22.8 billion driven by the products added in connection with the KAM Acquisition and the Atalaya Acquisition.
Current report
•$10.3 billion new capital raised in direct lending, primarily driven by continued private wealth fundraising in OCIC, OTIC.
Current report
•Credit increased $99.3 million, including an increase in Part I Fees of $42.5 million, due to continued fundraising and deployment of capital primarily within new and existing direct lending products, as well as management fees from products relating to the KAM Acquisition of $13.3 million.
Current report
•GP Strategic Capital increased $21.3 million, primarily driven by fundraising in our sixth flagship minority equity stakes product.
Current report
•Real Estate increased $16.7 million, attributable to continued fundraising and deployment of capital within new and existing Real Estate products, primarily ORENT and OREF VI, as well as management fees from products relating to the Prima Acquisition of $4.9 million and the KAM Acquisition of $3.5 million.
Current report
Amortization of Intangible Assets. Amortization of intangible assets increased $12.0 million reflecting the increase in intangible assets as a result of the KAM Acquisition and Prima Acquisition.
Current report
•$10.0 million increase in distribution costs, primarily related to our Credit and Real Estate Products.
Current report
•The remaining net change was across various categories, primarily in office-related and other expenses driven by our continued growth.
Current report
Change in Earnout Liability. The change in the earnout liability for the current year period was driven by the change in the fair value of the KAM Earnouts (as described in Note 3 to our Financial Statements).
Current report
•Credit increased $233.7 million, including an increase in Part I Fees of $112.0 million, due to continued fundraising and deployment of capital primarily within new and existing Credit products.
Current report
•GP Strategic Capital increased $42.7 million, primarily driven by fundraising in our sixth flagship minority equity stakes product.
Current report
•Real Estate increased $43.9 million, attributable to continued fundraising and deployment of capital within new and existing Real Estate products, primarily OREF VI and ORENT, as well as management fees from products relating to the Prima Acquisition of $6.3 million and KAM Acquisition of $3.5 million.
Current report
•$34.2 million increase in distribution costs, primarily related to our Credit and Real Estate products.
Current report
•The remaining net change was across various categories, primarily in office-related and other expenses driven by our continued growth.
Current report
Change in Earnout Liability. The change in the earnout liability for the current year period was driven by the change in the fair value of the KAM Earnouts (as described in Note 3 to our Financial Statements).
Current report
•Credit FRE management fees increased $99.3 million, including an increase in Part I Fees of $42.5 million, due to continued fundraising and deployment of capital primarily within new and existing direct lending products, as well as management fees from products relating to the KAM Acquisition of $13.3 million.
Current report
•Credit FRE management fees increased $233.7 million, including an increase in Part I Fees of $112.0 million, due to continued fundraising and deployment of capital primarily within new and existing Credit products.
Current report
•The remaining net change was across various categories, driven by our continued growth.
Current report
•$6.7 million increase in distribution costs, primarily related to our Real Estate products.
Current report
•The remaining net change was across various categories, driven by our continued growth.
Current report
In September 2024, the Issuer (as defined in Note 7 to our Financial Statements) commenced an offer to exchange the Notes for newly issued registered notes with substantially similar terms of the respective series of Notes sought to be exchanged (the “Exchange Notes”). The Exchange Notes settled on October 28, 2024 and approximately 99.8% of the Notes had been validly tendered, which consisted of $59.8 million aggregate principal amount of 2028 Notes, $697.2 million aggregate principal amount of 2031 Notes, $397.3 million aggregate principal amount of 2032 Notes, $999.4 million aggregate principal amount of 2034 Notes and $350.0 million aggregate principal amount of 2051 Notes.
Removed paragraphs (28)
Previous report
2024 Second Quarter Overview
Previous report
On June 6, 2024, we completed the Prima Acquisition (as defined in Note 1 to our Financial Statements) for $173 million, through a combination of cash and Blue Owl equity, creating our real estate finance strategy. See Note 3 to our Financial Statements for additional information. Additionally, subject to achievement of certain milestones, we will deliver earnout consideration in the form of Class A Shares representing an aggregate value of approximately $26.3 million and earnout consideration in the form of Class C Shares and Common Units representing an aggregate value of up to approximately $8.7 million, representing a total value of up to $35.0 million.
Previous report
On July 1, 2024, we completed the KAM Acquisition (as defined in Note 14 to our Financial Statements) for $750 million. We funded the KAM Acquisition through a combination of $325 million in cash and $425 million in Blue Owl Class A common stock, subject to certain closing consideration adjustments. In addition, there is potential for up to a $250 million earnout subject to certain adjustments and achievements of future revenue targets.
Previous report
Credit. The increase in AUM for the six months ended June 30, 2024 was driven by the following:
Previous report
•$3.3 billion new capital raised in diversified lending, primarily driven by continued private wealth fundraising in OCIC.
Previous report
•$1.8 billion new capital raised in first lien lending, primarily driven by recently launched products.
Previous report
•$0.8 billion new capital raised in technology lending, primarily driven by continued private wealth fundraising in OTIC.
Previous report
Credit. The increase in FPAUM for the six months ended June 30, 2024 was driven by the following:
Previous report
•$5.4 billion new capital raised in diversified lending, primarily driven by continued private wealth fundraising in OCIC.
Previous report
•$1.8 billion new capital raised in technology lending, driven by continued private wealth fundraising in OTIC.
Previous report
•$0.5 billion new capital raised in our strategic equity investment strategy.
Previous report
•Credit increased $71.8 million, including an increase in Part I Fees of $36.3 million, due to continued fundraising and deployment of capital within new and existing Credit products.
Previous report
•GP Strategic Capital increased $10.4 million, primarily driven by fundraising in our sixth flagship minority equity stakes product.
Previous report
•Real Estate increased $11.8 million, attributable to continued fundraising and deployment of capital within new and existing Real Estate products, primarily OREF VI and ORENT.
Previous report
•$20.2 million increase in distribution costs, primarily related to our Credit and Real Estate Products.
Previous report
Change in TRA Liability. The change in TRA for the current year and prior year periods was driven by changes in fair value attributable to the portion of the TRA classified as contingent consideration from the Business Combination. The change for the current year period was driven by the passage of time, while the change for the prior year period was driven by a combination of a higher discount rate, a change in the expected timing of future payments and the passage of time.
Previous report
•Credit increased $134.4 million, including an increase in Part I Fees of $69.5 million, due to continued fundraising and deployment of capital within new and existing Credit products.
Previous report
•GP Strategic Capital increased $21.5 million, primarily driven by fundraising in our sixth flagship minority equity stakes product.
Previous report
•Real Estate increased $27.1 million, attributable to continued fundraising and deployment of capital within new and existing Real Estate products, primarily OREF VI and ORENT.
Previous report
•$24.1 million increase in distribution costs, primarily related to our Credit and Real Estate products.
Previous report
Change in TRA Liability. The change in TRA for the current year and prior year periods was driven by changes in fair value attributable to the portion of the TRA classified as contingent consideration from the Business Combination. The change for the current year period was driven by a combination of a change in the expected timing of future payments, the passage of time and a higher discount rate, while the change for the prior year period was driven by a combination of a change in the expected timing of future payments and the passage of time.
Previous report
•Credit FRE management fees increased $71.8 million, including an increase in Part I Fees of $36.3 million, due to continued fundraising and deployment of capital within new and existing Credit products.
Previous report
•Credit FRE management fees increased $134.4 million, including an increase in Part I Fees of $69.5 million, due to continued fundraising and deployment of capital within new and existing Credit products.
Previous report
FRE Compensation and Benefits.
Previous report
•$10.2 million increase in distribution costs, primarily related to our Credit and Real Estate products.
Previous report
•$6.1 million increase in distribution costs, primarily related to our Credit products.
Previous report
Oak Street Cash Earnouts, Wellfleet Earnouts and Prima Earnouts
Previous report
Earnout Liability
Reworded paragraphs (70)
Previous wording
On July 16, 2024 we announced our entry into an agreement to acquire substantially all of the assets of Atalaya Capital Management LP (“Atalaya”), Atalaya Capital Leasing LLC and Atalaya’s other investment advisor affiliates and subsidiaries (the “Atalaya Acquisition”) for $450 million. The Atalaya Acquisition will be funded through a combination of approximately $350 million of Class A Shares, Common Units and corresponding Class C Shares, and cash of approximately $100 million, subject to certain closing consideration adjustments. Additionally, subject to achievement of certain revenue targets, we will deliver earnout consideration in the form of Common Units and Class C Shares representing an aggregate value of up to approximately $350 million. The Atalaya Acquisition is expected to close in the second half of 2024, subject to customary closing conditions.
Current wording
The IPI Acquisition is expected to close in the fourth quarter of 2024 or first quarter of 2025, subject to certain closing conditions including third party consents.
Previous wording
As of June 30, 2024, our AUM was $192.2 billion, which included $121.5 billion of FPAUM. As of June 30, 2024, we have $15.9 billion in AUM not yet paying fees, providing over $200 million of annualized management fees once deployed. See“—Assets Under Management” for additional information, including important information on how we define these metrics.
Current wording
As of September 30, 2024, our AUM was $234.6 billion, which included $154.2 billion of FPAUM. As of September 30, 2024, we have $21.7 billion in AUM not yet paying fees, providing over $260 million of annualized management fees once deployed. See“—Assets Under Management” for additional information, including important information on how we define these metrics.
Previous wording
We believe that our management-fee centric business model and base of Permanent Capital contribute to the resiliency of our earnings and the strength of our business growth, including during periods of market uncertainty and volatility. During the second quarter of 2024, industry M&A and capital markets activity remained moderately constructive, a continuation of the improvement relative to late 2022 and early 2023.
Current wording
We believe that our management-fee centric business model and base of Permanent Capital contribute to the resiliency of our earnings and the strength of our business growth, particularly during periods of market uncertainty and volatility, as we have seen over the past few years. During the third quarter of 2024, industry M&A and capital markets activity remained moderately constructive, a continuation of the improvement relative to late 2022 and early 2023.
Previous wording
Over the past twelve months, 91% of our GAAP management fees and 92% of our FRE management fees were generated by Permanent Capital and the remainder was predominantly from long-dated capital, with no meaningful pressure to our asset base from redemptions. Fundraising and capital deployment contributed to management fee growth of 21% over the last twelve months. We ended the second quarter of 2024 with substantial available capital to deploy, reporting $15.9 billion of AUM not yet paying fees.
Current wording
Over the past twelve months, 91% of our GAAP and FRE management fees were generated by Permanent Capital and the remainder was predominantly from long-dated capital, with no meaningful pressure to our asset base from redemptions. Fundraising and capital deployment contributed to management fee growth of over 25% over the last twelve months. We ended the third quarter of 2024 with substantial available capital to deploy, reporting approximately $21.7 billion of AUM not yet paying fees.
Previous wording
The second quarter of 2024 was our most active deployment quarter ever, with $19 billion of originations, as direct lenders continued to play a significant role in new deals, add-ons and refinancings alongside the syndicated market. For Blue Owl, positive net deployment and ongoing capital raising continued to drive management fees higher while the credit quality of our portfolio remains strong.
Current wording
The third quarter of 2024 was once again a very active quarter for deployment, with $11 billion of originations, as direct lenders continued to play a significant role in new deals, add-ons and refinancings alongside the syndicated market. For Blue Owl, positive net deployment and ongoing capital raising remained key drivers of higher management fees and the credit quality of our portfolio remained strong.
Previous wording
We continue to see attractive deployment opportunities for our GP Strategic Capital products, as capital needs across the private alternative asset management sector remain elevated, particularly in the current challenging fundraising and realization environment. We continue to raise capital across our large-cap and mid-cap GP stakes strategies.
Current wording
We continue to see attractive deployment opportunities for our GP Strategic Capital products, as capital needs across the private alternative asset management sector remain elevated. We raised incremental capital in our GP minority stakes strategy from both the Institutional and Private Wealth channels. During the third quarter, Blue Owl GP Stakes III completed a strip sale of certain assets within the fund, providing liquidity for existing investors while offering a creative way for new investors to access to our pool of leading notable Partner Managers.
Previous wording
In Real Estate, we continue to actively deploy capital in our net lease strategy at attractive cap rates in the mid to high 7 percent range behind our four major themes: digital infrastructure, onshoring, healthcare real estate and essential retail. Investors in our net lease strategy continue to benefit from inflation-mitigation, highly predictable net rent growth and long-duration contractual income across the portfolio. We also closed the Prima Acquisition during the second quarter, forming the base of our newly launched real estate finance strategy and expanding the array of financing solutions we offer.
Current wording
In Real Estate, we continue to actively deploy capital in our net lease strategy at attractive cap rates behind our four major themes: digital infrastructure, onshoring, healthcare real estate and essential retail. The capital needs in each of these areas remains very significant, and we continue to see strong demand from investors in these products. During the third quarter, we held an early close for our Europe net lease strategy and deployed capital across net lease and real estate credit strategies.
Previous wording
Additionally, we intend to pursue strategic acquisitions and investments to accelerate our growth and broaden our product offerings. Our acquisition strategy is centered around driving additional scale or expanding capabilities that complement or augment our existing products.
Current wording
Additionally, we intend to continue pursuing strategic acquisitions and investments to accelerate our growth and broaden our product offerings. Our acquisition strategy is centered around driving additional scale or expanding capabilities that complement or augment our existing products.
Previous wording
As of June 30, 2024, assets under management related to us, our executives and other employees totaled approximately $3.9 billion (including $1.8 billion related to accrued carried interest). A portion of these assets under management are not charged fees.
Current wording
As of September 30, 2024, assets under management related to us, our executives and other employees totaled approximately $4.4 billion (including $1.8 billion related to accrued carried interest). A portion of these assets under management are not charged fees.
Previous wording
Management uses AUM not yet paying fees as an indicator of management fees that will be coming online as we deploy existing assets in products that charge fees based on deployed and not uncalled capital, as well as AUM that is currently subject to a fee holiday that will expire in the future. AUM not yet paying fees could provide over $200 million of additional annualized management fees once deployed or upon the expiration of the relevant fee holidays.
Current wording
Management uses AUM not yet paying fees as an indicator of management fees that will be coming online as we deploy existing assets in products that charge fees based on deployed and not uncalled capital, as well as AUM that is currently subject to a fee holiday that will expire in the future. AUM not yet paying fees could provide over $260 million of additional annualized management fees once deployed or upon the expiration of the relevant fee holidays.
Previous wording
•$5.2 billion of additional net debt commitments, primarily in diversified lending and technology lending strategies as we continue to opportunistically manage leverage in our BDCs.
Current wording
•$8.2 billion of additional net debt commitments, primarily in direct lending as we continue to opportunistically manage leverage in our BDCs.
Previous wording
•$2.9 billion offsetting decrease in distributions, which primarily relate to distributions paid from our BDCs. Redemptions and repurchases from these products were not material.
Current wording
•$4.7 billion offsetting decrease in distributions, which primarily relates to distributions paid from our BDCs and CLOs. Redemptions and repurchases from these products were not material.
Previous wording
•$1.7 billion of overall appreciation across the platform.
Current wording
•$2.9 billion of overall appreciation across the platform, primarily in direct lending.
Previous wording
GP Strategic Capital. The increase in AUM for the six months ended June 30, 2024 was driven by overall appreciation primarily in our GP minority stakes strategy of $2.4 billion and new capital raised of $2.0 billion, primarily in our sixth flagship minority equity stakes product and our new mid-cap minority equity stakes product.
Current wording
GP Strategic Capital. The increase in AUM for the nine months ended September 30, 2024 was driven by new capital raised of $5.4 billion, primarily in our sixth flagship minority equity stakes product and our new mid-cap minority equity stakes product, and overall appreciation primarily in our GP minority stakes strategy of $3.3 billion.
Previous wording
Real Estate. The increase in AUM for the six months ended June 30, 2024 was driven by the products added in connection with the Prima Acquisition that closed in June 2024 and new capital raised of $1.7 billion across various products, primarily Blue Owl Real Estate Net Lease Trust (“ORENT”), our real estate investment trust, and Blue Owl Real Estate Fund VI (“OREF VI”), our triple net-lease drawdown product.
Current wording
Real Estate. The increase in AUM for the nine months ended September 30, 2024 was driven by $15.2 billion of products added in connection with the Prima Acquisition (as defined in Note 1 to our Financial Statements) and the KAM Acquisition, as well as new capital raised of $3.0 billion across various products, primarily Blue Owl Real Estate Net Lease Trust (“ORENT”), our real estate investment trust, and Blue Owl Real Estate Fund VI (“OREF VI”), our triple net-lease drawdown product.
Previous wording
•$2.7 billion offsetting decrease in distributions, which primarily relate to dividends paid from our BDCs. Redemptions and repurchases from these products were not material.
Current wording
•$4.3 billion offsetting decrease in distributions, which primarily relate to dividends paid from our BDCs and CLOs. Redemptions and repurchases from these products were not material.
Previous wording
•$1.5 billion of overall appreciation across the platform.
Current wording
•$2.4 billion of overall appreciation across the platform, primarily in direct lending.
Previous wording
GP Strategic Capital. The increase in FPAUM for the six months ended June 30, 2024 was driven by new capital raised of $1.7 billion, primarily in our sixth flagship minority equity stakes product and our new mid-cap minority equity stakes product.
Current wording
GP Strategic Capital. The increase in FPAUM for the nine months ended September 30, 2024 was driven by new capital raised of $4.1 billion, primarily in our sixth flagship minority equity stakes product and our new mid-cap minority equity stakes product.
Previous wording
Real Estate. The increase in FPAUM for the six months ended June 30, 2024 was driven by the products added in connection with the Prima Acquisition that closed in June 2024, and by capital raised and deployment of $1.9 billion primarily in ORENT and OREF VI.
Current wording
Real Estate. The increase in FPAUM for the nine months ended September 30, 2024 was driven by the $13.5 billion of products added in connection with the Prima Acquisition and the KAM Acquisition, as well as capital raised and deployed of $3.3 billion, primarily in ORENT and OREF VI.
Previous wording
(3)Blue Owl First Lien Fund is comprised of three feeder funds: Onshore Levered, Offshore Levered and Insurance Unlevered. The gross and net MoIC and IRR presented in the chart are for Onshore Levered and Insurance Unlevered as those are the largest of the levered and unlevered feeder funds. The gross and net MoIC for the Offshore Levered feeder fund is 1.42x and 1.31x, respectively. The gross and net IRR for the Offshore Levered feeder is 10.2% and 7.5%, respectively. All other values for Blue Owl First Lien Fund Levered are for Onshore Levered and Offshore Levered combined. AUM is presented as the aggregate of the three Blue Owl First Lien Fund feeders. Blue Owl First Lien Fund Unlevered Investor equity and note commitments are both treated as capital for all values.
Current wording
(3)Blue Owl First Lien Fund is comprised of three feeder funds: Onshore Levered, Offshore Levered and Insurance Unlevered. The gross and net MoIC and IRR presented in the chart are for Onshore Levered and Insurance Unlevered as those are the largest of the levered and unlevered feeder funds. The gross and net MoIC for the Offshore Levered feeder fund is 1.43x and 1.32x, respectively. The gross and net IRR for the Offshore Levered feeder is 10.1% and 7.4%, respectively. All other values for Blue Owl First Lien Fund Levered are for Onshore Levered and Offshore Levered combined. AUM is presented as the aggregate of the three Blue Owl First Lien Fund feeders. Blue Owl First Lien Fund Unlevered Investor equity and note commitments are both treated as capital for all values.
Previous wording
•$22.6 million increase in fee income earned for services provided to portfolio companies, reflecting an increase in volume of transactions on which we earn such fees.
Current wording
•$15.5 million increase in fee income earned for services provided to portfolio companies, reflecting an increase in volume of transactions on which we earn such fees.
Previous wording
•$9.9 million increase in dealer manager revenues, due primarily to growth in the distribution of OCIC and ORENT.
Current wording
•$9.4 million increase in dealer manager revenues, due primarily to growth in the distribution of OCIC and ORENT.
Previous wording
•$6.3 million increase in administrative fees, driven by a higher level of reimbursable compensation expenses due to the growth of our products and business overall.
Current wording
•$8.4 million increase in administrative fees, driven by a higher level of reimbursable compensation expenses due to the growth of our products and business overall.
Previous wording
•$36.2 million increase, driven by higher compensation to existing employees, as well as increased headcount due to our continued growth.
Current wording
•$61.1 million increase, driven by higher compensation to existing employees, as well as increased headcount due to our continued growth.
Previous wording
•$10.9 million offsetting decrease in equity-based compensation, primarily reflecting an $18.7 million decrease in acquisition-related equity-based compensation primarily due to the settlement of the Second Oak Street Earnout (as described in Note 3 to the financial statements in our Annual Report) in January 2024, partially offset by an $8.0 million increase in our other recurring annual equity grants driven by the additional grants made during the fourth quarter of 2023 in connection with year-end bonus compensation.
Current wording
•$2.6 million increase in equity-based compensation, primarily due to a $22.7 million increase in our recurring annual equity grants driven in part by additional grants made during the fourth quarter of 2023 in connection with year-end bonus compensation, partially offset by a $19.1 million decrease in acquisition-related equity-based compensation primarily due to the settlement of the Second Oak Street Earnout (as described in Note 3 to the financial statements in our Annual Report) in January 2024.
Previous wording
•$6.5 million offsetting decrease in acquisition-related cash compensation, primarily due to the settlement of the Second Oak Street Earnout in January 2024.
Current wording
•$6.6 million offsetting decrease in acquisition-related cash compensation, primarily due to the settlement of the Second Oak Street Earnout in January 2024.
Previous wording
•$16.0 million increase in Transaction Expenses, primarily due to the KAM Acquisition and Prima Acquisition.
Current wording
•$35.2 million increase in Transaction Expenses, primarily due to the KAM Acquisition and Atalaya Acquisition.
Previous wording
•$10.5 million increase in reimbursed expenses, primarily related to dealer manager expenses, due to growth in our products and business overall.
Current wording
•$9.6 million increase in reimbursed expenses, primarily related to dealer manager expenses, due to growth in our products and business overall.
Previous wording
Interest and Dividend Income. The increase in interest and dividend income was driven by dividend income from the preferred equity investment related to the KAM Acquisition.
Current wording
Interest and Dividend Income. The increase in interest and dividend income was driven by dividend income from the preferred equity investment made in April 2024 in Kuvare UK Holdings.
Previous wording
Interest Expense. The increase in interest expense was driven by higher average debt outstanding, reflecting the issuance of senior notes during the six months ended June 30, 2024.
Current wording
Interest Expense. The increase in interest expense was driven by higher average debt outstanding due to the issuance of the 6.250% Senior Notes due 2034 (the “2034 Notes”) during the second quarter of 2024.
Previous wording
Net income attributable to noncontrolling interests primarily represents the allocation to Common Units (as defined in Note 1 to our Financial Statements) of their pro rata share of the Blue Owl Operating Group’s post-Business Combination net income due to the drivers discussed above. The Common Units represent an approximately 66% and 68% weighted average economic interest in the Blue Owl Operating Group for the three months ended June 30, 2024 and June 30, 2023, respectively.
Current wording
Net income attributable to noncontrolling interests primarily represents the allocation to Common Units (as defined in Note 1 to our Financial Statements) of their pro rata share of the Blue Owl Operating Group’s post-Business Combination net income due to the drivers discussed above. The Common Units represent approximately 61% and 67% weighted average economic interest in the Blue Owl Operating Group for the three months ended September 30, 2024 and September 30, 2023, respectively. The decrease in the Common Units’ interest in the Blue Owl Operating Group was primarily due to exchanges of Common Units for Class A Shares, as well as Class A Shares issued in connection with the Prima and KAM Acquisitions.
Previous wording
Six Months Ended June 30, 2024, Compared to the Six Months Ended June 30, 2023
Current wording
Nine Months Ended September 30, 2024, Compared to the Nine Months Ended September 30, 2023
Previous wording
•$17.9 million increase in dealer manager revenues, due primarily to growth in the distribution of our retail OCIC and ORENT.
Current wording
•$27.2 million increase in dealer manager revenues, due primarily to growth in the distribution of OCIC and ORENT.
Previous wording
•$13.7 million increase in administrative fees, driven by a higher level of reimbursable compensation expenses due to growth of our products and business overall.
Current wording
•$22.1 million increase in administrative fees, driven by a higher level of reimbursable compensation expenses due to growth of our products and business overall.
Previous wording
•$77.0 million increase, driven by higher compensation to existing employees, as well as increased headcount due to our continued growth.
Current wording
•$138.1 million increase, driven by higher compensation to existing employees, as well as increased headcount due to our continued growth.
Previous wording
•$18.4 million offsetting decrease in equity-based compensation, primarily reflecting a $37.3 million decrease in acquisition-related equity-based compensation primarily due to the settlement of the Second Oak Street Earnout (as described in Note 3 to the financial statements in our Annual Report) in January 2024, partially offset by an $18.5 million increase in our other recurring annual equity grants driven by the additional grants made during the fourth quarter of 2023 in connection with year-end bonus compensation.
Current wording
•$15.8 million offsetting decrease in equity-based compensation, primarily reflecting a $56.4 million decrease in acquisition-related equity-based compensation primarily due to the settlement of the Second Oak Street Earnout (as described in Note 3 to the financial statements in our Annual Report) in January 2024, partially offset by an $41.2 million increase in our other recurring annual equity grants driven by the additional grants made during the fourth quarter of 2023 in connection with year-end bonus compensation.
Previous wording
•$12.6 million offsetting decrease in acquisition-related cash compensation, primarily due to the settlement of the Second Oak Street Earnout in January 2024.
Current wording
•$19.2 million offsetting decrease in acquisition-related cash compensation, primarily due to the settlement of the Second Oak Street Earnout in January 2024.
Previous wording
Amortization of Intangible Assets. Amortization of intangible assets decreased $73.9 million due to increased trademarks amortization as a result of corporate actions taken in the prior year period that resulted in a shorter useful life.
Current wording
Amortization of Intangible Assets. Amortization of intangible assets decreased $61.9 million, primarily due to increased trademarks amortization taken in the prior year period as a result of corporate actions that resulted in a shorter useful life.
Previous wording
•$7.9 million increase in Transaction Expenses, primarily due to the KAM Acquisition and Prima Acquisition.
Current wording
•$51.2 million increase in Transaction Expenses, primarily due to the KAM Acquisition, Atalaya Acquisition and Prima Acquisition.
Previous wording
•$18.4 million increase in reimbursed expenses, primarily related to dealer manager expenses, due to growth in our products and business overall.
Current wording
•$28.0 million increase in reimbursed expenses, primarily related to dealer manager expenses, due to growth in our products and business overall.
Showing the first 40 of 70 pairs. Open the source sections for the rest.
Rearranged current paragraphs (3)
Current report — wording carried from elsewhere
•$54.4 million increase in fee income earned for services provided to portfolio companies, reflecting an increase in volume of transactions on which we earn such fees.
Current report — wording carried from elsewhere
As of September 30, 2024, our long-term debt obligations consisted of $59.8 million aggregate principal amount of 7.397% Senior Notes due 2028 (the “2028 Notes”), $700.0 million aggregate principal amount of 3.125% Senior Notes due 2031 (the “2031 Notes”), $400.0 million aggregate principal amount of 4.375% Senior Notes due 2032 (the “2032 Notes”), $1.0 billion aggregate principal amount of the 2034 Notes and $350.0 million aggregate principal amount of 4.125% Senior Notes due 2051 (the “2051 Notes” and, collectively with the 2028 Notes, the 2031 Notes, the 2032 Notes and the 2034 Notes, the “Notes”). We also had $90.0 million outstanding under our Revolving Credit Facility as of September 30, 2024. Subsequent to the quarter ended September 30, 2024, the full amount outstanding under our Revolving Credit Facility was repaid.
Current report — wording carried from elsewhere
The Prima Earnouts and Atalaya Earnouts (each defined in Note 3 to the Financial Statements) are payable in Class A Shares or Common Units. As we approach each Triggering Event, we generally would expect the respective liabilities to increase due to the passage of time and the achievement of certain revenue thresholds, which would result in mark-to-market losses being recognized in our consolidated statements of operations.
Rearranged previous paragraphs (4)
Previous report — wording carried elsewhere
Amortization of Intangible Assets. Amortization of intangible assets decreased $59.2 million reflecting the increase in trademarks amortization as a result of corporate actions taken in the prior year period that resulted in a shorter useful life.
Previous report — wording carried elsewhere
•$38.9 million increase in fee income earned for services provided to portfolio companies, reflecting an increase in volume of transactions on which we earn such fees.
Previous report — wording carried elsewhere
FRE Administrative, Transaction and Other Fees.
Previous report — wording carried elsewhere
•$5.5 million increase in occupancy costs, driven by additional leased space to accommodate our continued growth.