FALSE2024Q30001807427--12-31http://fasb.org/us-gaap/2024#UnrealizedGainLossOnInvestmentshttp://fasb.org/us-gaap/2024#UnrealizedGainLossOnInvestmentshttp://fasb.org/us-gaap/2024#UnrealizedGainLossOnInvestmentshttp://fasb.org/us-gaap/2024#UnrealizedGainLossOnInvestmentsxbrli:sharesiso4217:USDiso4217:USDxbrli:sharesxbrli:pureiso4217:GBPiso4217:EURiso4217:AUDorcc:divisionorcc:componentorcc:dividend00018074272024-01-012024-09-3000018074272024-11-060001807427us-gaap:InvestmentUnaffiliatedIssuerMember2024-09-300001807427us-gaap:InvestmentUnaffiliatedIssuerMember2023-12-310001807427us-gaap:InvestmentAffiliatedIssuerNoncontrolledMember2024-09-300001807427us-gaap:InvestmentAffiliatedIssuerNoncontrolledMember2023-12-310001807427us-gaap:InvestmentAffiliatedIssuerControlledMember2024-09-300001807427us-gaap:InvestmentAffiliatedIssuerControlledMember2023-12-3100018074272024-09-3000018074272023-12-310001807427srt:AffiliatedEntityMember2024-09-300001807427srt:AffiliatedEntityMember2023-12-310001807427us-gaap:InvestmentUnaffiliatedIssuerMember2024-07-012024-09-300001807427us-gaap:InvestmentUnaffiliatedIssuerMember2023-07-012023-09-300001807427us-gaap:InvestmentUnaffiliatedIssuerMember2024-01-012024-09-300001807427us-gaap:InvestmentUnaffiliatedIssuerMember2023-01-012023-09-300001807427us-gaap:InvestmentAffiliatedIssuerNoncontrolledMember2024-07-012024-09-300001807427us-gaap:InvestmentAffiliatedIssuerNoncontrolledMember2023-07-012023-09-300001807427us-gaap:InvestmentAffiliatedIssuerNoncontrolledMember2024-01-012024-09-300001807427us-gaap:InvestmentAffiliatedIssuerNoncontrolledMember2023-01-012023-09-3000018074272024-07-012024-09-3000018074272023-07-012023-09-3000018074272023-01-012023-09-300001807427us-gaap:InvestmentAffiliatedIssuerControlledMember2024-07-012024-09-300001807427us-gaap:InvestmentAffiliatedIssuerControlledMember2023-07-012023-09-300001807427us-gaap:InvestmentAffiliatedIssuerControlledMember2024-01-012024-09-300001807427us-gaap:InvestmentAffiliatedIssuerControlledMember2023-01-012023-09-300001807427Broadcast Music, Inc., First lien senior secured loan2024-09-300001807427Broadcast Music, Inc., First lien senior secured revolving loan2024-09-300001807427IRI Group Holdings, Inc. (f/k/a Circana Group, L.P. (f/k/a The NPD Group, L.P.)), First lien senior secured loan2024-09-300001807427IRI Group Holdings, Inc. (f/k/a Circana Group, L.P. (f/k/a The NPD Group, L.P.)), First lien senior secured revolving loan2024-09-300001807427Global Music Rights, LLC, First lien senior secured loan2024-09-300001807427Global Music Rights, LLC, First lien senior secured revolving loan2024-09-300001807427Monotype Imaging Holdings Inc., First lien senior secured loan2024-09-300001807427Monotype Imaging Holdings Inc., First lien senior secured delayed draw term loan2024-09-300001807427Monotype Imaging Holdings Inc., First lien senior secured revolving loan2024-09-300001807427us-gaap:InvestmentUnaffiliatedIssuerMemberorcc:AdvertisingAndMediaMemberus-gaap:DebtSecuritiesMember2024-09-300001807427Peraton Corp., Second lien senior secured loan2024-09-300001807427us-gaap:InvestmentUnaffiliatedIssuerMemberus-gaap:AerospaceSectorMemberus-gaap:DebtSecuritiesMember2024-09-300001807427Hg Genesis 8 Sumoco Limited, Unsecured facility2024-09-300001807427Hg Genesis 9 Sumoco Limited, Unsecured facility2024-09-300001807427Hg Saturn LuchaCo Limited, Unsecured facility2024-09-300001807427us-gaap:InvestmentUnaffiliatedIssuerMemberorcc:AssetBasedLendingAndFundFinanceMemberus-gaap:DebtSecuritiesMember2024-09-300001807427Spotless Brands, LLC, First lien senior secured loan2024-09-300001807427Spotless Brands, LLC, First lien senior secured revolving loan2024-09-300001807427us-gaap:InvestmentUnaffiliatedIssuerMemberorcc:AutomotiveMemberus-gaap:DebtSecuritiesMember2024-09-300001807427Associations, Inc., First lien senior secured loan2024-09-300001807427Associations, Inc., First lien senior secured delayed draw term loan2024-09-300001807427Associations, Inc., First lien senior secured revolving loan2024-09-300001807427Associations Finance, Inc., Unsecured notes2024-09-300001807427RealPage, Inc., Second lien senior secured loan2024-09-300001807427us-gaap:InvestmentUnaffiliatedIssuerMemberorcc:BuildingsAndRealEstateMemberus-gaap:DebtSecuritiesMember2024-09-300001807427Aurelia Netherlands Midco 2 B.V., First lien senior secured EUR loan2024-09-300001807427Denali Buyerco, LLC (dba Summit Companies), First lien senior secured loan2024-09-300001807427Denali Buyerco, LLC (dba Summit Companies), First lien senior secured revolving loan2024-09-300001807427Diamondback Acquisition, Inc. (dba Sphera), First lien senior secured loan2024-09-300001807427DuraServ LLC, First lien senior secured loan2024-09-300001807427DuraServ LLC, First lien senior secured delayed draw term loan2024-09-300001807427DuraServ LLC, First lien senior secured revolving loan2024-09-300001807427Fullsteam Operations, LLC, First lien senior secured loan2024-09-300001807427Fullsteam Operations, LLC, First lien senior secured delayed draw term loan 12024-09-300001807427Fullsteam Operations, LLC, First lien senior secured delayed draw term loan 22024-09-300001807427Fullsteam Operations, LLC, First lien senior secured delayed draw term loan 32024-09-300001807427Fullsteam Operations, LLC, First lien senior secured delayed draw term loan 42024-09-300001807427Fullsteam Operations, LLC, First lien senior secured revolving loan2024-09-300001807427Gainsight, Inc., First lien senior secured loan2024-09-300001807427Gainsight, Inc., First lien senior secured revolving loan2024-09-300001807427Hercules Borrower, LLC (dba The Vincit Group), First lien senior secured loan 12024-09-300001807427Hercules Borrower, LLC (dba The Vincit Group), First lien senior secured loan 22024-09-300001807427Hercules Borrower, LLC (dba The Vincit Group), First lien senior secured revolving loan2024-09-300001807427Hercules Buyer, LLC (dba The Vincit Group), Unsecured notes2024-09-300001807427Kaseya Inc., First lien senior secured loan2024-09-300001807427Kaseya Inc., First lien senior secured delayed draw term loan2024-09-300001807427Kaseya Inc., First lien senior secured revolving loan2024-09-300001807427KPSKY Acquisition, Inc. (dba BluSky), First lien senior secured loan2024-09-300001807427KPSKY Acquisition, Inc. (dba BluSky), First lien senior secured delayed draw term loan2024-09-300001807427Pye-Barker Fire & Safety, LLC, First lien senior secured loan2024-09-300001807427Pye-Barker Fire & Safety, LLC, First lien senior secured delayed draw term loan 12024-09-300001807427Pye-Barker Fire & Safety, LLC, First lien senior secured revolving loan2024-09-300001807427us-gaap:InvestmentUnaffiliatedIssuerMemberorcc:BusinessServicesMemberus-gaap:DebtSecuritiesMember2024-09-300001807427Advancion Holdings, LLC (fka Aruba Investments Holdings, LLC), Second lien senior secured loan2024-09-300001807427DCG ACQUISITION CORP. (dba DuBois Chemical), First lien senior secured loan2024-09-300001807427DCG ACQUISITION CORP. (dba DuBois Chemical), First lien senior secured delayed draw term loan2024-09-300001807427DCG ACQUISITION CORP. (dba DuBois Chemical), First lien senior secured revolving loan2024-09-300001807427Gaylord Chemical Company, L.L.C., First lien senior secured loan2024-09-300001807427Gaylord Chemical Company, L.L.C., First lien senior secured revolving loan2024-09-300001807427Rocket BidCo, Inc. (dba Recochem), First lien senior secured loan2024-09-300001807427Velocity HoldCo III Inc. (dba VelocityEHS), First lien senior secured loan2024-09-300001807427Velocity HoldCo III Inc. (dba VelocityEHS), First lien senior secured revolving loan2024-09-300001807427us-gaap:InvestmentUnaffiliatedIssuerMemberus-gaap:ChemicalsSectorMemberus-gaap:DebtSecuritiesMember2024-09-300001807427Conair Holdings LLC, First lien senior secured loan2024-09-300001807427ConAir Holdings LLC, Second lien senior secured loan2024-09-300001807427Foundation Consumer Brands, LLC, First lien senior secured loan2024-09-300001807427Lignetics Investment Corp., First lien senior secured loan2024-09-300001807427Lignetics Investment Corp., First lien senior secured revolving loan2024-09-300001807427SWK BUYER, Inc. (dba Stonewall Kitchen), First lien senior secured loan2024-09-300001807427SWK BUYER, Inc. (dba Stonewall Kitchen), First lien senior secured revolving loan2024-09-300001807427us-gaap:InvestmentUnaffiliatedIssuerMemberus-gaap:ConsumerSectorMemberus-gaap:DebtSecuritiesMember2024-09-300001807427Arctic Holdco, LLC (dba Novvia Group), First lien senior secured loan2024-09-300001807427Arctic Holdco, LLC (dba Novvia Group), First lien senior secured delayed draw term loan2024-09-300001807427Ascend Buyer, LLC (dba PPC Flexible Packaging), First lien senior secured loan2024-09-300001807427Ascend Buyer, LLC (dba PPC Flexible Packaging), First lien senior secured revolving loan2024-09-300001807427Fortis Solutions Group, LLC, First lien senior secured loan2024-09-300001807427Fortis Solutions Group, LLC, First lien senior secured revolving loan2024-09-300001807427Indigo Buyer, Inc. (dba Inovar Packaging Group), First lien senior secured loan 12024-09-300001807427Indigo Buyer, Inc. (dba Inovar Packaging Group), First lien senior secured revolving loan2024-09-300001807427Indigo Buyer, Inc. (dba Inovar Packaging Group), First lien senior secured loan 22024-09-300001807427Indigo Buyer, Inc. (dba Inovar Packaging Group), First lien senior secured delayed draw term loan2024-09-300001807427Pregis Topco LLC, Second lien senior secured loan 12024-09-300001807427Pregis Topco LLC, Second lien senior secured loan 22024-09-300001807427us-gaap:InvestmentUnaffiliatedIssuerMemberus-gaap:ContainerAndPackagingSectorMemberus-gaap:DebtSecuritiesMember2024-09-300001807427ABB/Con-cise Optical Group LLC, First lien senior secured loan2024-09-300001807427BradyPLUS Holdings, LLC (f/k/a BradyIFS Holdings, LLC), First lien senior secured loan2024-09-300001807427BradyPLUS Holdings, LLC (f/k/a BradyIFS Holdings, LLC), First lien senior secured delayed draw term loan2024-09-300001807427Endries Acquisition, Inc., First lien senior secured loan2024-09-300001807427Endries Acquisition, Inc., First lien senior secured delayed draw term loan 12024-09-300001807427Endries Acquisition, Inc., First lien senior secured delayed draw term loan 22024-09-300001807427us-gaap:InvestmentUnaffiliatedIssuerMemberorcc:DistributionSectorMemberus-gaap:DebtSecuritiesMember2024-09-300001807427Pluralsight, LLC, First lien senior secured loan 12024-09-300001807427Pluralsight, LLC, First lien senior secured loan 22024-09-300001807427Pluralsight, LLC, First lien senior secured delayed draw term loan2024-09-300001807427Pluralsight, LLC, First lien senior secured revolving loan2024-09-300001807427us-gaap:InvestmentUnaffiliatedIssuerMemberorcc:EducationMemberus-gaap:DebtSecuritiesMember2024-09-300001807427Dresser Utility Solutions, LLC, First lien senior secured loan2024-09-300001807427Dresser Utility Solutions, LLC, First lien senior secured revolving loan2024-09-300001807427us-gaap:InvestmentUnaffiliatedIssuerMemberorcc:EnergyEquipmentAndServicesMemberus-gaap:DebtSecuritiesMember2024-09-300001807427Baker Tilly Advisory Group, L.P., First lien senior secured loan2024-09-300001807427Baker Tilly Advisory Group, L.P., First lien senior secured delayed draw term loan2024-09-300001807427Baker Tilly Advisory Group, L.P., First lien senior secured revolving loan2024-09-300001807427Blackhawk Network Holdings, Inc., First lien senior secured loan2024-09-300001807427Cresset Capital Management, LLC, First lien senior secured loan2024-09-300001807427Cresset Capital Management, LLC, First lien senior secured revolving loan2024-09-300001807427Deerfield Dakota Holdings, Second lien senior secured loan2024-09-300001807427Finastra USA, Inc., First lien senior secured loan2024-09-300001807427Finastra USA, Inc., First lien senior secured revolving loan2024-09-300001807427KRIV Acquisition Inc. (dba Riveron), First lien senior secured loan2024-09-300001807427KRIV Acquisition Inc. (dba Riveron), First lien senior secured delayed draw term loan2024-09-300001807427KRIV Acquisition Inc. (dba Riveron), First lien senior secured revolving loan2024-09-300001807427Minotaur Acquisition, Inc. (dba Inspira Financial), First lien senior secured loan2024-09-300001807427Minotaur Acquisition, Inc. (dba Inspira Financial), First lien senior secured delayed draw term loan 12024-09-300001807427Minotaur Acquisition, Inc. (dba Inspira Financial), First lien senior secured delayed draw term loan 22024-09-300001807427Minotaur Acquisition, Inc. (dba Inspira Financial), First lien senior secured revolving loan2024-09-300001807427NMI Acquisitionco, Inc. (dba Network Merchants), First lien senior secured loan2024-09-300001807427NMI Acquisitionco, Inc. (dba Network Merchants), First lien senior secured revolving loan2024-09-300001807427Smarsh Inc., First lien senior secured loan2024-09-300001807427Smarsh Inc., First lien senior secured delayed draw term loan2024-09-300001807427Smarsh Inc., First lien senior secured revolving loan2024-09-300001807427us-gaap:InvestmentUnaffiliatedIssuerMemberus-gaap:FinancialServicesSectorMemberus-gaap:DebtSecuritiesMember2024-09-300001807427Balrog Acquisition, Inc. (dba BakeMark), Second lien senior secured loan2024-09-300001807427Blast Bidco Inc. (dba Bazooka Candy Brands), First lien senior secured loan2024-09-300001807427Blast Bidco Inc. (dba Bazooka Candy Brands), First lien senior secured revolving loan2024-09-300001807427BP Veraison Buyer, LLC (dba Sun World), First lien senior secured loan 12024-09-300001807427BP Veraison Buyer, LLC (dba Sun World), First lien senior secured loan 22024-09-300001807427BP Veraison Buyer, LLC (dba Sun World), First lien senior secured revolving loan2024-09-300001807427Eagle Family Foods Group LLC, First lien senior secured loan2024-09-300001807427Eagle Family Foods Group LLC, First lien senior secured revolving loan2024-09-300001807427Fiesta Purchaser, Inc. (dba Shearer's Foods), First lien senior secured revolving loan2024-09-300001807427Gehl Foods, LLC, First lien senior secured loan2024-09-300001807427Gehl Foods, LLC, First lien senior secured delayed draw term loan2024-09-300001807427Hissho Parent, LLC, First lien senior secured loan2024-09-300001807427Innovation Ventures HoldCo, LLC (dba 5 Hour Energy), First lien senior secured loan2024-09-300001807427KBP Brands, LLC, First lien senior secured loan2024-09-300001807427Rushmore Investment III LLC (dba Winland Foods), First lien senior secured loan2024-09-300001807427The Better Being Co., LLC (fka Nutraceutical International Corporation), First lien senior secured loan2024-09-300001807427The Better Being Co., LLC (fka Nutraceutical International Corporation), First lien senior secured revolving loan 12024-09-300001807427The Better Being Co., LLC (fka Nutraceutical International Corporation), First lien senior secured revolving loan 22024-09-300001807427Ultimate Baked Goods Midco, LLC, First lien senior secured loan2024-09-300001807427Ultimate Baked Goods Midco, LLC, First lien senior secured revolving loan2024-09-300001807427us-gaap:InvestmentUnaffiliatedIssuerMemberus-gaap:FoodAndBeverageSectorMemberus-gaap:DebtSecuritiesMember2024-09-300001807427Bamboo US BidCo LLC, First lien senior secured loan2024-09-300001807427Bamboo US BidCo LLC, First lien senior secured EUR term loan2024-09-300001807427Bamboo US BidCo LLC, First lien senior secured delayed draw term loan2024-09-300001807427Bamboo US BidCo LLC, First lien senior secured revolving loan2024-09-300001807427CSC MKG Topco LLC (dba Medical Knowledge Group), First lien senior secured loan 12024-09-300001807427CSC MKG Topco LLC (dba Medical Knowledge Group), First lien senior secured loan 22024-09-300001807427Nelipak Holding Company, First lien senior secured loan2024-09-300001807427Nelipak Holding Company, First lien senior secured delayed draw term loan2024-09-300001807427Nelipak Holding Company, First lien senior secured revolving loan2024-09-300001807427NELIPAK EUROPEAN HOLDINGS COÖPERATIEF U.A., First lien senior secured EUR term loan2024-09-300001807427NELIPAK EUROPEAN HOLDINGS COÖPERATIEF U.A., First lien senior secured EUR delayed draw term loan2024-09-300001807427NELIPAK EUROPEAN HOLDINGS COÖPERATIEF U.A., First lien senior secured EUR revolving loan2024-09-300001807427Patriot Acquisition TopCo S.A.R.L (dba Corza Health, Inc.), First lien senior secured loan2024-09-300001807427Patriot Acquisition TopCo S.A.R.L (dba Corza Health, Inc.), First lien senior secured revolving loan2024-09-300001807427Rhea Parent, Inc., First lien senior secured loan2024-09-300001807427us-gaap:InvestmentUnaffiliatedIssuerMemberorcc:HealthcareEquipmentAndServicesMemberus-gaap:DebtSecuritiesMember2024-09-300001807427Allied Benefit Systems Intermediate LLC, First lien senior secured loan2024-09-300001807427Allied Benefit Systems Intermediate LLC, First lien senior secured delayed draw term loan2024-09-300001807427Belmont Buyer, Inc. (dba Valenz), First lien senior secured loan 12024-09-300001807427Belmont Buyer, Inc. (dba Valenz), First lien senior secured loan 22024-09-300001807427Belmont Buyer, Inc. (dba Valenz), First lien senior secured delayed draw term loan 12024-09-300001807427Belmont Buyer, Inc. (dba Valenz), First lien senior secured delayed draw term loan 22024-09-300001807427Belmont Buyer, Inc. (dba Valenz), First lien senior secured revolving loan2024-09-300001807427Confluent Health, LLC, First lien senior secured loan2024-09-300001807427Covetrus, Inc., Second lien senior secured loan2024-09-300001807427Diagnostic Services Holdings, Inc. (dba Rayus Radiology), First lien senior secured loan2024-09-300001807427Engage Debtco Limited, First lien senior secured loan2024-09-300001807427Ex Vivo Parent Inc. (dba OB Hospitalist), First lien senior secured loan2024-09-300001807427Maple Acquisition, LLC (dba Medicus), First lien senior secured loan2024-09-300001807427Maple Acquisition, LLC (dba Medicus), First lien senior secured delayed draw term loan2024-09-300001807427Maple Acquisition, LLC (dba Medicus), First lien senior secured revolving loan2024-09-300001807427National Dentex Labs LLC (fka Barracuda Dental LLC), First lien senior secured loan2024-09-300001807427National Dentex Labs LLC (fka Barracuda Dental LLC), First lien senior secured delayed draw term loan2024-09-300001807427National Dentex Labs LLC (fka Barracuda Dental LLC), First lien senior secured revolving loan2024-09-300001807427KWOL Acquisition Inc. (dba Worldwide Clinical Trials), First lien senior secured loan2024-09-300001807427KWOL Acquisition Inc. (dba Worldwide Clinical Trials), First lien senior secured revolving loan2024-09-300001807427Natural Partners, LLC, First lien senior secured loan2024-09-300001807427Natural Partners, LLC, First lien senior secured revolving loan2024-09-300001807427OB Hospitalist Group, Inc., First lien senior secured loan2024-09-300001807427OB Hospitalist Group, Inc., First lien senior secured revolving loan2024-09-300001807427Pacific BidCo Inc., First lien senior secured loan2024-09-300001807427Pacific BidCo Inc., First lien senior secured delayed draw term loan2024-09-300001807427PetVet Care Centers, LLC, First lien senior secured loan2024-09-300001807427PetVet Care Centers, LLC, First lien senior secured delayed draw term loan2024-09-300001807427PetVet Care Centers, LLC, First lien senior secured revolving loan2024-09-300001807427Phantom Purchaser, Inc., First lien senior secured loan2024-09-300001807427Phantom Purchaser, Inc., First lien senior secured revolving loan2024-09-300001807427Plasma Buyer LLC (dba Pathgroup), First lien senior secured loan2024-09-300001807427Plasma Buyer LLC (dba Pathgroup), First lien senior secured delayed draw term loan2024-09-300001807427Plasma Buyer LLC (dba Pathgroup), First lien senior secured revolving loan2024-09-300001807427PPV Intermediate Holdings, LLC, First lien senior secured loan2024-09-300001807427PPV Intermediate Holdings, LLC, First lien senior secured delayed draw term loan2024-09-300001807427PPV Intermediate Holdings, LLC, First lien senior secured revolving loan2024-09-300001807427Premise Health Holding Corp., First lien senior secured loan2024-09-300001807427Premise Health Holding Corp., First lien senior secured revolving loan2024-09-300001807427Quva Pharma, Inc., First lien senior secured loan2024-09-300001807427Quva Pharma, Inc., First lien senior secured revolving loan2024-09-300001807427Soliant Lower Intermediate, LLC (dba Soliant), First lien senior secured loan2024-09-300001807427Soliant Lower Intermediate, LLC (dba Soliant), First lien senior secured revolving loan2024-09-300001807427TC Holdings, LLC (dba TrialCard), First lien senior secured loan2024-09-300001807427TC Holdings, LLC (dba TrialCard), First lien senior secured revolving loan2024-09-300001807427Tivity Health, Inc., First lien senior secured loan2024-09-300001807427Unified Women's Healthcare, LP, First lien senior secured loan 12024-09-300001807427Unified Women's Healthcare, LP, First lien senior secured loan 22024-09-300001807427Unified Women's Healthcare, LP, First lien senior secured delayed draw term loan 22024-09-300001807427Vermont Aus Pty Ltd, First lien senior secured loan2024-09-300001807427XRL 1 LLC (dba XOMA), First lien senior secured loan2024-09-300001807427XRL 1 LLC (dba XOMA), First lien senior secured delayed draw term loan2024-09-300001807427us-gaap:InvestmentUnaffiliatedIssuerMemberorcc:HealthcareProvidersAndServicesMemberus-gaap:DebtSecuritiesMember2024-09-300001807427BCPE Osprey Buyer, Inc. (dba PartsSource), First lien senior secured loan2024-09-300001807427BCPE Osprey Buyer, Inc. (dba PartsSource), First lien senior secured delayed draw term loan 12024-09-300001807427BCPE Osprey Buyer, Inc. (dba PartsSource), First lien senior secured delayed draw term loan 22024-09-300001807427BCPE Osprey Buyer, Inc. (dba PartsSource), First lien senior secured revolving loan2024-09-300001807427CT Technologies Intermediate Holdings, Inc. (& Smart Holdings Corp.) (dba Datavant), First lien senior secured loan2024-09-300001807427CT Technologies Intermediate Holdings, Inc. (& Smart Holdings Corp.) (dba Datavant), First lien senior secured delayed draw term loan2024-09-300001807427CT Technologies Intermediate Holdings, Inc. (& Smart Holdings Corp.) (dba Datavant), First lien senior secured revolving loan2024-09-300001807427GI Ranger Intermediate, LLC (dba Rectangle Health), First lien senior secured loan2024-09-300001807427GI Ranger Intermediate, LLC (dba Rectangle Health), First lien senior secured revolving loan2024-09-300001807427Indikami Bidco, LLC (dba IntegriChain), First lien senior secured loan2024-09-300001807427Indikami Bidco, LLC (dba IntegriChain), First lien senior secured delayed draw term loan2024-09-300001807427Indikami Bidco, LLC (dba IntegriChain), First lien senior secured revolving loan2024-09-300001807427Intelerad Medical Systems Incorporated, First lien senior secured loan2024-09-300001807427Intelerad Medical Systems Incorporated, First lien senior secured revolving loan2024-09-300001807427Interoperability Bidco, Inc. (dba Lyniate), First lien senior secured loan2024-09-300001807427Interoperability Bidco, Inc. (dba Lyniate), First lien senior secured delayed draw term loan2024-09-300001807427Interoperability Bidco, Inc. (dba Lyniate), First lien senior secured revolving loan2024-09-300001807427Ocala Bidco, Inc., First lien senior secured loan2024-09-300001807427Ocala Bidco, Inc., Second lien senior secured loan2024-09-300001807427RL Datix Holdings (USA), Inc., First lien senior secured loan2024-09-300001807427RL Datix Holdings (USA), Inc., First lien senior secured GBP term loan2024-09-300001807427RL Datix Holdings (USA), Inc., First lien senior secured revolving loan2024-09-300001807427Salinger Bidco Inc. (dba Surgical Information Systems), First lien senior secured loan2024-09-300001807427Salinger Bidco Inc. (dba Surgical Information Systems), First lien senior secured delayed draw term loan2024-09-300001807427Salinger Bidco Inc. (dba Surgical Information Systems), First lien senior secured revolving loan2024-09-300001807427us-gaap:InvestmentUnaffiliatedIssuerMemberorcc:HealthcareTechnologySectorMemberus-gaap:DebtSecuritiesMember2024-09-300001807427Aptive Environmental, LLC, First lien senior secured loan2024-09-300001807427Mario Midco Holdings, Inc. (dba Len the Plumber), Unsecured facility2024-09-300001807427Mario Purchaser, LLC (dba Len the Plumber), First lien senior secured loan2024-09-300001807427Mario Purchaser, LLC (dba Len the Plumber), First lien senior secured delayed draw term loan 12024-09-300001807427Mario Purchaser, LLC (dba Len the Plumber), First lien senior secured delayed draw term loan 22024-09-300001807427Mario Purchaser, LLC (dba Len the Plumber), First lien senior secured revolving loan2024-09-300001807427Simplisafe Holding Corporation, First lien senior secured loan2024-09-300001807427Simplisafe Holding Corporation, First lien senior secured delayed draw term loan2024-09-300001807427us-gaap:InvestmentUnaffiliatedIssuerMemberorcc:HouseholdProductsMemberus-gaap:DebtSecuritiesMember2024-09-300001807427Cornerstone OnDemand, Inc., Second lien senior secured loan2024-09-300001807427IG Investments Holdings, LLC (dba Insight Global), First lien senior secured loan2024-09-300001807427IG Investments Holdings, LLC (dba Insight Global), First lien senior secured revolving loan2024-09-300001807427us-gaap:InvestmentUnaffiliatedIssuerMemberorcc:HumanResourceSupportServicesMemberus-gaap:DebtSecuritiesMember2024-09-300001807427AWP Group Holdings, Inc., First lien senior secured loan2024-09-300001807427AWP Group Holdings, Inc., First lien senior secured delayed draw term loan2024-09-300001807427AWP Group Holdings, Inc., First lien senior secured revolving loan2024-09-300001807427FR Vision Holdings, Inc. (dba CHA Consulting), First lien senior secured loan2024-09-300001807427FR Vision Holdings, Inc. (dba CHA Consulting), First lien senior secured delayed draw term loan2024-09-300001807427FR Vision Holdings, Inc. (dba CHA Consulting), First lien senior secured revolving loan2024-09-300001807427KENE Acquisition, Inc. (dba Entrust Solutions Group), First lien senior secured loan2024-09-300001807427KENE Acquisition, Inc. (dba Entrust Solutions Group), First lien senior secured delayed draw term loan2024-09-300001807427KENE Acquisition, Inc. (dba Entrust Solutions Group), First lien senior secured revolving loan2024-09-300001807427Tamarack Intermediate, L.L.C. (dba Verisk 3E), First lien senior secured loan2024-09-300001807427Tamarack Intermediate, L.L.C. (dba Verisk 3E), First lien senior secured revolving loan2024-09-300001807427Vessco Midco Holdings, LLC, First lien senior secured loan2024-09-300001807427Vessco Midco Holdings, LLC, First lien senior secured delayed draw term loan2024-09-300001807427Vessco Midco Holdings, LLC, First lien senior secured revolving loan2024-09-300001807427us-gaap:InvestmentUnaffiliatedIssuerMemberorcc:InfrastructureAndEnvironmentalServicesMemberus-gaap:DebtSecuritiesMember2024-09-300001807427Alera Group, Inc., First lien senior secured loan2024-09-300001807427AmeriLife Holdings LLC, First lien senior secured loan2024-09-300001807427AmeriLife Holdings LLC, First lien senior secured delayed draw term loan2024-09-300001807427AmeriLife Holdings LLC, First lien senior secured revolving loan2024-09-300001807427Asurion, LLC, Second lien senior secured loan 12024-09-300001807427Asurion, LLC, Second lien senior secured loan 22024-09-300001807427Brightway Holdings, LLC, First lien senior secured loan2024-09-300001807427Brightway Holdings, LLC, First lien senior secured revolving loan2024-09-300001807427Evolution BuyerCo, Inc. (dba SIAA), First lien senior secured loan2024-09-300001807427Evolution BuyerCo, Inc. (dba SIAA), First lien senior secured delayed draw term loan2024-09-300001807427Evolution BuyerCo, Inc. (dba SIAA), First lien senior secured revolving loan2024-09-300001807427Galway Borrower LLC, First lien senior secured delayed draw term loan2024-09-300001807427Galway Borrower LLC, First lien senior secured revolving loan2024-09-300001807427Integrity Marketing Acquisition, LLC, First lien senior secured loan2024-09-300001807427Integrity Marketing Acquisition, LLC, First lien senior secured delayed draw term loan2024-09-300001807427Integrity Marketing Acquisition, LLC, First lien senior secured revolving loan2024-09-300001807427KUSRP Intermediate, Inc. (dba U.S. Retirement and Benefits Partners), First lien senior secured loan2024-09-300001807427Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services), First lien senior secured loan2024-09-300001807427Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services), First lien senior secured revolving loan2024-09-300001807427PCF Midco II, LLC (dba PCF Insurance Services), First lien senior secured loan2024-09-300001807427TEMPO BUYER CORP. (dba Global Claims Services), First lien senior secured loan2024-09-300001807427TEMPO BUYER CORP. (dba Global Claims Services), First lien senior secured revolving loan2024-09-300001807427USRP Holdings, Inc. (dba U.S. Retirement and Benefits Partners), First lien senior secured loan2024-09-300001807427USRP Holdings, Inc. (dba U.S. Retirement and Benefits Partners), First lien senior secured revolving loan2024-09-300001807427us-gaap:InvestmentUnaffiliatedIssuerMemberus-gaap:InsuranceSectorMemberus-gaap:DebtSecuritiesMember2024-09-300001807427AI Titan Parent, Inc. (dba Prometheus Group), First lien senior secured loan2024-09-300001807427AI Titan Parent, Inc. (dba Prometheus Group), First lien senior secured delayed draw term loan2024-09-300001807427AI Titan Parent, Inc. (dba Prometheus Group), First lien senior secured revolving loan2024-09-300001807427Anaplan, Inc., First lien senior secured loan2024-09-300001807427Artifact Bidco, Inc. (dba Avetta), First lien senior secured loan2024-09-300001807427Artifact Bidco, Inc. (dba Avetta), First lien senior secured delayed draw term loan2024-09-300001807427Artifact Bidco, Inc. (dba Avetta), First lien senior secured revolving loan2024-09-300001807427Azurite Intermediate Holdings, Inc. (dba Alteryx, Inc.), First lien senior secured loan2024-09-300001807427Azurite Intermediate Holdings, Inc. (dba Alteryx, Inc.), First lien senior secured delayed draw term loan2024-09-300001807427Azurite Intermediate Holdings, Inc. (dba Alteryx, Inc.), First lien senior secured revolving loan2024-09-300001807427Aptean Acquiror, Inc. (dba Aptean), First lien senior secured loan2024-09-300001807427Aptean Acquiror, Inc. (dba Aptean), First lien senior secured delayed draw term loan2024-09-300001807427Aptean Acquiror, Inc. (dba Aptean), First lien senior secured revolving loan2024-09-300001807427Avalara, Inc., First lien senior secured loan2024-09-300001807427Avalara, Inc., First lien senior secured revolving loan2024-09-300001807427Bayshore Intermediate #2, L.P. (dba Boomi), First lien senior secured loan2024-09-300001807427Bayshore Intermediate #2, L.P. (dba Boomi), First lien senior secured revolving loan2024-09-300001807427BCTO BSI Buyer, Inc. (dba Buildertrend), First lien senior secured loan2024-09-300001807427BCTO BSI Buyer, Inc. (dba Buildertrend), First lien senior secured revolving loan2024-09-300001807427CivicPlus, LLC, First lien senior secured loan2024-09-300001807427CivicPlus, LLC, First lien senior secured revolving loan2024-09-300001807427Cloud Software Group, Inc., First lien senior secured loan2024-09-300001807427CP PIK Debt Issuer, LLC (dba CivicPlus, LLC), Unsecured notes2024-09-300001807427Coupa Holdings, LLC, First lien senior secured loan2024-09-300001807427Crewline Buyer, Inc. (dba New Relic), First lien senior secured loan2024-09-300001807427Crewline Buyer, Inc. (dba New Relic), First lien senior secured revolving loan2024-09-300001807427EET Buyer, Inc. (dba e-Emphasys), First lien senior secured loan2024-09-300001807427EET Buyer, Inc. (dba e-Emphasys), First lien senior secured revolving loan2024-09-300001807427Forescout Technologies, Inc., First lien senior secured loan2024-09-300001807427Forescout Technologies, Inc., First lien senior secured revolving loan2024-09-300001807427Catalis Intermediate, Inc. (fka GovBrands Intermediate, Inc.), First lien senior secured loan2024-09-300001807427Catalis Intermediate, Inc. (fka GovBrands Intermediate, Inc.), First lien senior secured revolving loan2024-09-300001807427Granicus, Inc., First lien senior secured loan2024-09-300001807427Granicus, Inc., First lien senior secured delayed draw term loan2024-09-300001807427Granicus, Inc., First lien senior secured revolving loan2024-09-300001807427GS Acquisitionco, Inc. (dba insightsoftware), First lien senior secured loan2024-09-300001807427GS Acquisitionco, Inc. (dba insightsoftware), First lien senior secured delayed draw term loan2024-09-300001807427GS Acquisitionco, Inc. (dba insightsoftware), First lien senior secured revolving loan2024-09-300001807427Hyland Software, Inc., First lien senior secured loan2024-09-300001807427Hyland Software, Inc., First lien senior secured revolving loan2024-09-300001807427Icefall Parent, Inc. (dba EngageSmart), First lien senior secured loan2024-09-300001807427Icefall Parent, Inc. (dba EngageSmart), First lien senior secured revolving loan2024-09-300001807427Litera Bidco LLC, First lien senior secured loan2024-09-300001807427Litera Bidco LLC, First lien senior secured delayed draw term loan2024-09-300001807427Litera Bidco LLC, First lien senior secured revolving loan2024-09-300001807427MessageBird BidCo B.V., First lien senior secured loan2024-09-300001807427Ministry Brands Holdings, LLC, First lien senior secured loan2024-09-300001807427Ministry Brands Holdings, LLC, First lien senior secured delayed draw term loan2024-09-300001807427Ministry Brands Holdings, LLC, First lien senior secured revolving loan2024-09-300001807427PDI TA Holdings, Inc., First lien senior secured loan2024-09-300001807427PDI TA Holdings, Inc., First lien senior secured delayed draw term loan2024-09-300001807427PDI TA Holdings, Inc., First lien senior secured revolving loan2024-09-300001807427QAD, Inc., First lien senior secured loan2024-09-300001807427QAD, Inc., First lien senior secured revolving loan2024-09-300001807427Sailpoint Technologies Holdings, Inc., First lien senior secured loan2024-09-300001807427Sailpoint Technologies Holdings, Inc., First lien senior secured revolving loan2024-09-300001807427Securonix, Inc., First lien senior secured loan2024-09-300001807427Securonix, Inc., First lien senior secured revolving loan2024-09-300001807427Thunder Purchaser, Inc. (dba Vector Solutions), First lien senior secured loan2024-09-300001807427Thunder Purchaser, Inc. (dba Vector Solutions), First lien senior secured revolving loan2024-09-300001807427When I Work, Inc., First lien senior secured loan2024-09-300001807427When I Work, Inc., First lien senior secured revolving loan2024-09-300001807427Zendesk, Inc., First lien senior secured loan2024-09-300001807427Zendesk, Inc., First lien senior secured delayed draw term loan2024-09-300001807427Zendesk, Inc., First lien senior secured revolving loan2024-09-300001807427us-gaap:InvestmentUnaffiliatedIssuerMemberorcc:InternetSoftwareAndServicesMemberus-gaap:DebtSecuritiesMember2024-09-300001807427Aerosmith Bidco Limited (dba Audiotonix), First lien senior secured loan2024-09-300001807427Aerosmith Bidco Limited (dba Audiotonix), First lien senior secured multi-draw term loan 12024-09-300001807427Aerosmith Bidco Limited (dba Audiotonix), First lien senior secured multi-draw term loan 22024-09-300001807427Aerosmith Bidco Limited (dba Audiotonix), First lien senior secured multi-currency revolving loan2024-09-300001807427Troon Golf, LLC, First lien senior secured loan2024-09-300001807427Troon Golf, LLC, First lien senior secured delayed draw term loan2024-09-300001807427Troon Golf, LLC, First lien senior secured revolving loan2024-09-300001807427us-gaap:InvestmentUnaffiliatedIssuerMemberorcc:LeisureAndEntertainmentMemberus-gaap:DebtSecuritiesMember2024-09-300001807427FARADAY BUYER, LLC (dba MacLean Power Systems), First lien senior secured loan2024-09-300001807427FARADAY BUYER, LLC (dba MacLean Power Systems), First lien senior secured delayed draw term loan2024-09-300001807427Gloves Buyer, Inc. (dba Protective Industrial Products), First lien senior secured loan2024-09-300001807427MHE Intermediate Holdings, LLC (dba OnPoint Group), First lien senior secured loan 12024-09-300001807427MHE Intermediate Holdings, LLC (dba OnPoint Group), First lien senior secured loan 22024-09-300001807427MHE Intermediate Holdings, LLC (dba OnPoint Group), First lien senior secured revolving loan2024-09-300001807427Sonny's Enterprises, LLC, First lien senior secured loan2024-09-300001807427Sonny's Enterprises, LLC, First lien senior secured delayed draw term loan 12024-09-300001807427Sonny's Enterprises, LLC, First lien senior secured delayed draw term loan 22024-09-300001807427Sonny's Enterprises, LLC, First lien senior secured revolving loan2024-09-300001807427us-gaap:InvestmentUnaffiliatedIssuerMemberorcc:ManufacturingMemberus-gaap:DebtSecuritiesMember2024-09-300001807427BridgeBio Pharma, Inc., First lien senior secured loan2024-09-300001807427TG Therapeutics, Inc., First lien senior secured loan2024-09-300001807427us-gaap:InvestmentUnaffiliatedIssuerMemberorcc:PharmaceuticalsMemberus-gaap:DebtSecuritiesMember2024-09-300001807427Apex Service Partners, LLC, First lien senior secured loan2024-09-300001807427Apex Service Partners, LLC, First lien senior secured delayed draw term loan2024-09-300001807427Apex Service Partners, LLC, First lien senior secured revolving loan2024-09-300001807427Essential Services Holding Corporation (dba Turnpoint), First lien senior secured loan2024-09-300001807427Essential Services Holding Corporation (dba Turnpoint), First lien senior secured delayed draw term loan2024-09-300001807427Essential Services Holding Corporation (dba Turnpoint), First lien senior secured revolving loan2024-09-300001807427Gerson Lehrman Group, Inc., First lien senior secured loan2024-09-300001807427Gerson Lehrman Group, Inc., First lien senior secured revolving loan2024-09-300001807427Guidehouse Inc., First lien senior secured loan2024-09-300001807427Relativity ODA LLC, First lien senior secured loan2024-09-300001807427Relativity ODA LLC, First lien senior secured revolving loan2024-09-300001807427Sensor Technology Topco, Inc. (dba Humanetics), First lien senior secured loan2024-09-300001807427Sensor Technology Topco, Inc. (dba Humanetics), First lien senior secured EUR term loan2024-09-300001807427Sensor Technology Topco, Inc. (dba Humanetics), First lien senior secured revolving loan2024-09-300001807427Vensure Employer Services, Inc., First lien senior secured loan2024-09-300001807427Vensure Employer Services, Inc., First lien senior secured delayed draw term loan2024-09-300001807427us-gaap:InvestmentUnaffiliatedIssuerMemberorcc:ProfessionalServicesMemberus-gaap:DebtSecuritiesMember2024-09-300001807427Galls, LLC, First lien senior secured loan2024-09-300001807427Galls, LLC, First lien senior secured delayed draw term loan2024-09-300001807427Galls, LLC, First lien senior secured revolving loan2024-09-300001807427Ideal Image Development, LLC, First lien senior secured loan2024-09-300001807427Ideal Image Development, LLC, First lien senior secured revolving loan2024-09-300001807427Milan Laser Holdings LLC, First lien senior secured loan2024-09-300001807427Milan Laser Holdings LLC, First lien senior secured revolving loan2024-09-300001807427Notorious Topco, LLC (dba Beauty Industry Group), First lien senior secured loan2024-09-300001807427Notorious Topco, LLC (dba Beauty Industry Group), First lien senior secured delayed draw term loan2024-09-300001807427Notorious Topco, LLC (dba Beauty Industry Group), First lien senior secured revolving loan2024-09-300001807427The Shade Store, LLC, First lien senior secured loan2024-09-300001807427The Shade Store, LLC, First lien senior secured delayed draw term loan2024-09-300001807427The Shade Store, LLC, First lien senior secured revolving loan2024-09-300001807427us-gaap:InvestmentUnaffiliatedIssuerMemberus-gaap:RetailSectorMemberus-gaap:DebtSecuritiesMember2024-09-300001807427EOS Finco S.A.R.L, First lien senior secured loan2024-09-300001807427EOS U.S. Finco LLC, First lien senior secured delayed draw term loan2024-09-300001807427Level 3 Financing, Inc., First lien senior secured loan 12024-09-300001807427Level 3 Financing, Inc., First lien senior secured loan 22024-09-300001807427Park Place Technologies, LLC, First lien senior secured loan2024-09-300001807427Park Place Technologies, LLC, First lien senior secured delayed draw term loan2024-09-300001807427Park Place Technologies, LLC, First lien senior secured revolving loan2024-09-300001807427PPT Holdings III, LLC (dba Park Place Technologies), First lien senior secured loan2024-09-300001807427us-gaap:InvestmentUnaffiliatedIssuerMemberorcc:TelecommunicationsMemberus-gaap:DebtSecuritiesMember2024-09-300001807427us-gaap:InvestmentUnaffiliatedIssuerMemberus-gaap:DebtSecuritiesMember2024-09-300001807427CD&R Value Building Partners I, L.P. (dba Belron), LP Interest2024-09-300001807427Metis HoldCo, Inc. (dba Mavis Tire Express Services), Series A Convertible Preferred Stock2024-09-300001807427us-gaap:InvestmentUnaffiliatedIssuerMemberorcc:AutomotiveMemberus-gaap:EquitySecuritiesMember2024-09-300001807427Dodge Construction Network Holdings, L.P., Class A-2 Common Units2024-09-300001807427Dodge Construction Network Holdings, L.P., Series A Preferred Units2024-09-300001807427us-gaap:InvestmentUnaffiliatedIssuerMemberorcc:BuildingsAndRealEstateMemberus-gaap:EquitySecuritiesMember2024-09-300001807427Denali Holding, LP (dba Summit Companies), Class A Units2024-09-300001807427Hercules Buyer, LLC (dba The Vincit Group), Common Units2024-09-300001807427Knockout Intermediate Holdings I Inc. (dba Kaseya Inc.), Perpetual Preferred Stock2024-09-300001807427us-gaap:InvestmentUnaffiliatedIssuerMemberorcc:BusinessServicesMemberus-gaap:EquitySecuritiesMember2024-09-300001807427ASP Conair Holdings LP, Class A Units2024-09-300001807427us-gaap:InvestmentUnaffiliatedIssuerMemberus-gaap:ConsumerSectorMemberus-gaap:EquitySecuritiesMember2024-09-300001807427Paradigmatic Holdco LLC (dba Pluralsight), Common Units2024-09-300001807427us-gaap:InvestmentUnaffiliatedIssuerMemberorcc:EducationMemberus-gaap:EquitySecuritiesMember2024-09-300001807427Amergin Asset Management, LLC, Class A Units2024-09-300001807427us-gaap:InvestmentUnaffiliatedIssuerMemberus-gaap:FinancialServicesSectorMemberus-gaap:EquitySecuritiesMember2024-09-300001807427Hissho Sushi Holdings, LLC, Class A Units2024-09-300001807427us-gaap:InvestmentUnaffiliatedIssuerMemberus-gaap:FoodAndBeverageSectorMemberus-gaap:EquitySecuritiesMember2024-09-300001807427KPCI Holdings, L.P., Class A Units2024-09-300001807427Maia Aggregator, LP, Class A-2 Units2024-09-300001807427Patriot Holdings SCSp (dba Corza Health, Inc.), Class A Units2024-09-300001807427Patriot Holdings SCSp (dba Corza Health, Inc.), Class B Units2024-09-300001807427Rhea Acquisition Holdings, LP, Series A-2 Units2024-09-300001807427us-gaap:InvestmentUnaffiliatedIssuerMemberorcc:HealthcareEquipmentAndServicesMemberus-gaap:EquitySecuritiesMember2024-09-300001807427KOBHG Holdings, L.P. (dba OB Hospitalist), Class A Interests2024-09-300001807427KWOL Acquisition Inc. (dba Worldwide Clinical Trials), Class A Interests2024-09-300001807427Romulus Intermediate Holdings 1 Inc. (dba PetVet Care Centers), Series A Preferred Stock2024-09-300001807427XOMA Corporation, Common Stock Warrants2024-09-300001807427us-gaap:InvestmentUnaffiliatedIssuerMemberorcc:HealthcareProvidersAndServicesMemberus-gaap:EquitySecuritiesMember2024-09-300001807427Minerva Holdco, Inc., Series A Preferred Stock2024-09-300001807427us-gaap:InvestmentUnaffiliatedIssuerMemberorcc:HealthcareTechnologySectorMemberus-gaap:EquitySecuritiesMember2024-09-300001807427Evology, LLC, Class B Units2024-09-300001807427us-gaap:InvestmentUnaffiliatedIssuerMemberorcc:HouseholdProductsMemberus-gaap:EquitySecuritiesMember2024-09-300001807427Sunshine Software Holdings, Inc. (dba Cornerstone OnDemand), Series A Preferred Stock2024-09-300001807427us-gaap:InvestmentUnaffiliatedIssuerMemberorcc:HumanResourceSupportServicesMemberus-gaap:EquitySecuritiesMember2024-09-300001807427Accelerate Topco Holdings, LLC, Common Units2024-09-300001807427Evolution Parent, LP (dba SIAA), LP Interest2024-09-300001807427GrowthCurve Capital Sunrise Co-Invest LP (dba Brightway), LP Interest2024-09-300001807427Hockey Parent Holdings, L.P., Class A Units2024-09-300001807427PCF Holdco, LLC (dba PCF Insurance Services), Class A Units2024-09-300001807427PCF Holdco, LLC (dba PCF Insurance Services), Series A Preferred Units2024-09-300001807427PCF Holdco, LLC (dba PCF Insurance Services), Class A Unit Warrants2024-09-300001807427us-gaap:InvestmentUnaffiliatedIssuerMemberus-gaap:InsuranceSectorMemberus-gaap:EquitySecuritiesMember2024-09-300001807427BCTO WIW Holdings, Inc. (dba When I Work), Class A Common Stock2024-09-300001807427Brooklyn Lender Co-Invest 2, L.P. (dba Boomi), Common Units2024-09-300001807427Elliott Alto Co-Investor Aggregator L.P., LP Interest2024-09-300001807427Project Hotel California Co-Invest Fund, L.P., LP Interest2024-09-300001807427Insight CP (Blocker) Holdings, L.P. (dba CivicPlus, LLC), LP Interest2024-09-300001807427MessageBird Holding B.V., Extended Series C Warrants2024-09-300001807427Project Alpine Co-Invest Fund, LP, LP Interest2024-09-300001807427Thunder Topco L.P. (dba Vector Solutions), Common Units2024-09-300001807427WMC Bidco, Inc. (dba West Monroe), Senior Preferred Stock2024-09-300001807427Zoro TopCo, Inc. (dba Zendesk, Inc.), Series A Preferred Stock2024-09-300001807427Zoro TopCo, L.P. (dba Zendesk, Inc.), Class A Common Units2024-09-300001807427us-gaap:InvestmentUnaffiliatedIssuerMemberorcc:InternetSoftwareAndServicesMemberus-gaap:EquitySecuritiesMember2024-09-300001807427Gloves Holdings, LP (dba Protective Industrial Products), LP Interest2024-09-300001807427us-gaap:InvestmentUnaffiliatedIssuerMemberorcc:ManufacturingMemberus-gaap:EquitySecuritiesMember2024-09-300001807427Ideal Topco, L.P., Class A-1 Preferred Units2024-09-300001807427Ideal Topco, L.P., Class A-2 Common Units2024-09-300001807427us-gaap:InvestmentUnaffiliatedIssuerMemberus-gaap:RetailSectorMemberus-gaap:EquitySecuritiesMember2023-12-310001807427us-gaap:InvestmentUnaffiliatedIssuerMemberus-gaap:EquitySecuritiesMember2024-09-300001807427AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC, First lien senior secured loan2024-09-300001807427AAM Series 2.1 Aviation Feeder, LLC, First lien senior secured loan2024-09-300001807427us-gaap:InvestmentAffiliatedIssuerNoncontrolledMemberorcc:AssetBasedLendingAndFundFinanceMemberus-gaap:DebtSecuritiesMember2024-09-300001807427Walker Edison Furniture Company LLC, First lien senior secured loan2024-09-300001807427Walker Edison Furniture Company LLC, First lien senior secured delayed draw term loan 12024-09-300001807427Walker Edison Furniture Company LLC, First lien senior secured delayed draw term loan 22024-09-300001807427Walker Edison Furniture Company LLC, First lien senior secured revolving loan2024-09-300001807427us-gaap:InvestmentAffiliatedIssuerNoncontrolledMemberorcc:HouseholdProductsMemberus-gaap:DebtSecuritiesMember2024-09-300001807427us-gaap:InvestmentAffiliatedIssuerNoncontrolledMemberus-gaap:DebtSecuritiesMember2024-09-300001807427AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC, LLC Interest2024-09-300001807427AAM Series 2.1 Aviation Feeder, LLC, LLC Interest2024-09-300001807427us-gaap:InvestmentAffiliatedIssuerNoncontrolledMemberorcc:AssetBasedLendingAndFundFinanceMemberus-gaap:EquitySecuritiesMember2024-09-300001807427Walker Edison Holdco LLC, Common Units2024-09-300001807427us-gaap:InvestmentAffiliatedIssuerNoncontrolledMemberorcc:HouseholdProductsMemberus-gaap:EquitySecuritiesMember2024-09-300001807427Fifth Season Investments LLC, Class A Units2024-09-300001807427us-gaap:InvestmentAffiliatedIssuerNoncontrolledMemberus-gaap:InsuranceSectorMemberus-gaap:EquitySecuritiesMember2024-09-300001807427LSI Financing 1 DAC, Preferred Equity2024-09-300001807427us-gaap:InvestmentAffiliatedIssuerNoncontrolledMemberorcc:PharmaceuticalsMemberus-gaap:EquitySecuritiesMember2024-09-300001807427us-gaap:InvestmentAffiliatedIssuerNoncontrolledMemberus-gaap:EquitySecuritiesMember2024-09-300001807427Blue Owl Credit SLF LLC, LLC Interest2024-09-300001807427us-gaap:InvestmentAffiliatedIssuerControlledMemberorcc:JointVenturesMemberus-gaap:EquitySecuritiesMember2024-09-300001807427us-gaap:InvestmentAffiliatedIssuerControlledMemberus-gaap:EquitySecuritiesMember2024-09-300001807427AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC2023-12-310001807427AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC2024-01-012024-09-300001807427AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC2024-09-300001807427AAM Series 2.1 Aviation Feeder, LLC2023-12-310001807427AAM Series 2.1 Aviation Feeder, LLC2024-01-012024-09-300001807427AAM Series 2.1 Aviation Feeder, LLC2024-09-300001807427Fifth Season Investments LLC2023-12-310001807427Fifth Season Investments LLC2024-01-012024-09-300001807427Fifth Season Investments LLC2024-09-300001807427LSI Financing 1 DAC2023-12-310001807427LSI Financing 1 DAC2024-01-012024-09-300001807427LSI Financing 1 DAC2024-09-300001807427Walker Edison Furniture Company LLC2023-12-310001807427Walker Edison Furniture Company LLC2024-01-012024-09-300001807427Walker Edison Furniture Company LLC2024-09-300001807427Blue Owl Credit SLF LLC2023-12-310001807427Blue Owl Credit SLF LLC2024-01-012024-09-300001807427Blue Owl Credit SLF LLC2024-09-300001807427Global Music Rights, LLC, First lien senior secured loan2023-12-310001807427Global Music Rights, LLC, First lien senior secured revolving loan2023-12-310001807427Circana Group, L.P. (fka The NPD Group, L.P.), First lien senior secured loan2023-12-310001807427Circana Group, L.P. (fka The NPD Group, L.P.), First lien senior secured revolving loan2023-12-310001807427us-gaap:InvestmentUnaffiliatedIssuerMemberorcc:AdvertisingAndMediaMemberus-gaap:DebtSecuritiesMember2023-12-310001807427Peraton Corp., Second lien senior secured loan2023-12-310001807427us-gaap:InvestmentUnaffiliatedIssuerMemberus-gaap:AerospaceSectorMemberus-gaap:DebtSecuritiesMember2023-12-310001807427Hg Genesis 8 Sumoco Limited, Unsecured facility2023-12-310001807427Hg Genesis 9 Sumoco Limited, Unsecured facility2023-12-310001807427Hg Saturn LuchaCo Limited, Unsecured facility2023-12-310001807427us-gaap:InvestmentUnaffiliatedIssuerMemberorcc:AssetBasedLendingAndFundFinanceMemberus-gaap:DebtSecuritiesMember2023-12-310001807427Spotless Brands, LLC, First lien senior secured loan2023-12-310001807427Spotless Brands, LLC, First lien senior secured revolving loan2023-12-310001807427us-gaap:InvestmentUnaffiliatedIssuerMemberorcc:AutomotiveMemberus-gaap:DebtSecuritiesMember2023-12-310001807427Associations, Inc., First lien senior secured loan2023-12-310001807427Associations, Inc., First lien senior secured delayed draw term loan2023-12-310001807427Associations, Inc., First lien senior secured revolving loan2023-12-310001807427RealPage, Inc., Second lien senior secured loan2023-12-310001807427us-gaap:InvestmentUnaffiliatedIssuerMemberorcc:BuildingsAndRealEstateMemberus-gaap:DebtSecuritiesMember2023-12-310001807427Denali Buyerco, LLC (dba Summit Companies), First lien senior secured loan2023-12-310001807427Denali Buyerco, LLC (dba Summit Companies), First lien senior secured revolving loan2023-12-310001807427Diamondback Acquisition, Inc. (dba Sphera), First lien senior secured loan2023-12-310001807427Entertainment Benefits Group, LLC, First lien senior secured loan2023-12-310001807427Entertainment Benefits Group, LLC, First lien senior secured revolving loan2023-12-310001807427Fullsteam Operations, LLC, First lien senior secured loan2023-12-310001807427Fullsteam Operations, LLC, First lien senior secured delayed draw term loan 12023-12-310001807427Fullsteam Operations, LLC, First lien senior secured delayed draw term loan 22023-12-310001807427Fullsteam Operations, LLC, First lien senior secured revolving loan2023-12-310001807427Gainsight, Inc., First lien senior secured loan2023-12-310001807427Gainsight, Inc., First lien senior secured revolving loan2023-12-310001807427Hercules Borrower, LLC (dba The Vincit Group), First lien senior secured loan 12023-12-310001807427Hercules Borrower, LLC (dba The Vincit Group), First lien senior secured loan 22023-12-310001807427Hercules Borrower, LLC (dba The Vincit Group), First lien senior secured delayed draw term loan2023-12-310001807427Hercules Borrower, LLC (dba The Vincit Group), First lien senior secured revolving loan2023-12-310001807427Hercules Buyer, LLC (dba The Vincit Group), Unsecured notes2023-12-310001807427Kaseya Inc., First lien senior secured loan2023-12-310001807427Kaseya Inc., First lien senior secured delayed draw term loan2023-12-310001807427Kaseya Inc., First lien senior secured revolving loan2023-12-310001807427KPSKY Acquisition, Inc. (dba BluSky), First lien senior secured loan2023-12-310001807427KPSKY Acquisition, Inc. (dba BluSky), First lien senior secured delayed draw term loan2023-12-310001807427us-gaap:InvestmentUnaffiliatedIssuerMemberorcc:BusinessServicesMemberus-gaap:DebtSecuritiesMember2023-12-310001807427Advancion Holdings, LLC (dba Angus Chemical Company), Second lien senior secured loan2023-12-310001807427Gaylord Chemical Company, L.L.C., First lien senior secured loan2023-12-310001807427Gaylord Chemical Company, L.L.C., First lien senior secured revolving loan2023-12-310001807427Velocity HoldCo III Inc. (dba VelocityEHS), First lien senior secured loan2023-12-310001807427Velocity HoldCo III Inc. (dba VelocityEHS), First lien senior secured revolving loan2023-12-310001807427us-gaap:InvestmentUnaffiliatedIssuerMemberus-gaap:ChemicalsSectorMemberus-gaap:DebtSecuritiesMember2023-12-310001807427ConAir Holdings LLC, Second lien senior secured loan2023-12-310001807427Foundation Consumer Brands, LLC, First lien senior secured loan2023-12-310001807427Lignetics Investment Corp., First lien senior secured loan2023-12-310001807427Lignetics Investment Corp., First lien senior secured revolving loan2023-12-310001807427SWK BUYER, Inc. (dba Stonewall Kitchen), First lien senior secured loan2023-12-310001807427SWK BUYER, Inc. (dba Stonewall Kitchen), First lien senior secured revolving loan2023-12-310001807427us-gaap:InvestmentUnaffiliatedIssuerMemberus-gaap:ConsumerSectorMemberus-gaap:DebtSecuritiesMember2023-12-310001807427Arctic Holdco, LLC (dba Novvia Group), First lien senior secured loan2023-12-310001807427Arctic Holdco, LLC (dba Novvia Group), First lien senior secured delayed draw term loan2023-12-310001807427Ascend Buyer, LLC (dba PPC Flexible Packaging), First lien senior secured loan2023-12-310001807427Ascend Buyer, LLC (dba PPC Flexible Packaging), First lien senior secured revolving loan2023-12-310001807427Fortis Solutions Group, LLC, First lien senior secured loan2023-12-310001807427Fortis Solutions Group, LLC, First lien senior secured revolving loan2023-12-310001807427Indigo Buyer, Inc. (dba Inovar Packaging Group), First lien senior secured loan2023-12-310001807427Indigo Buyer, Inc. (dba Inovar Packaging Group), First lien senior secured revolving loan2023-12-310001807427Pregis Topco LLC, Second lien senior secured loan 12023-12-310001807427Pregis Topco LLC, Second lien senior secured loan 22023-12-310001807427us-gaap:InvestmentUnaffiliatedIssuerMemberus-gaap:ContainerAndPackagingSectorMemberus-gaap:DebtSecuritiesMember2023-12-310001807427ABB/Con-cise Optical Group LLC, First lien senior secured loan2023-12-310001807427BradyIFS Holdings, LLC (fka Individual Foodservice Holdings, LLC), First lien senior secured loan2023-12-310001807427BradyIFS Holdings, LLC (fka Individual Foodservice Holdings, LLC), First lien senior secured delayed draw term loan2023-12-310001807427BradyIFS Holdings, LLC (fka Individual Foodservice Holdings, LLC), First lien senior secured revolving loan2023-12-310001807427Endries Acquisition, Inc., First lien senior secured loan2023-12-310001807427Endries Acquisition, Inc., First lien senior secured delayed draw term loan 12023-12-310001807427Endries Acquisition, Inc., First lien senior secured delayed draw term loan 22023-12-310001807427us-gaap:InvestmentUnaffiliatedIssuerMemberorcc:DistributionSectorMemberus-gaap:DebtSecuritiesMember2023-12-310001807427Pluralsight, LLC, First lien senior secured loan2023-12-310001807427Pluralsight, LLC, First lien senior secured revolving loan2023-12-310001807427us-gaap:InvestmentUnaffiliatedIssuerMemberorcc:EducationMemberus-gaap:DebtSecuritiesMember2023-12-310001807427Finastra USA, Inc., First lien senior secured loan2023-12-310001807427Finastra USA, Inc., First lien senior secured revolving loan2023-12-310001807427KRIV Acquisition Inc. (dba Riveron), First lien senior secured loan2023-12-310001807427KRIV Acquisition Inc. (dba Riveron), First lien senior secured delayed draw term loan2023-12-310001807427KRIV Acquisition Inc. (dba Riveron), First lien senior secured revolving loan2023-12-310001807427NMI Acquisitionco, Inc. (dba Network Merchants), First lien senior secured loan2023-12-310001807427NMI Acquisitionco, Inc. (dba Network Merchants), First lien senior secured delayed draw term loan2023-12-310001807427NMI Acquisitionco, Inc. (dba Network Merchants), First lien senior secured revolving loan2023-12-310001807427Smarsh Inc., First lien senior secured loan2023-12-310001807427Smarsh Inc., First lien senior secured delayed draw term loan2023-12-310001807427Smarsh Inc., First lien senior secured revolving loan2023-12-310001807427us-gaap:InvestmentUnaffiliatedIssuerMemberus-gaap:FinancialServicesSectorMemberus-gaap:DebtSecuritiesMember2023-12-310001807427Balrog Acquisition, Inc. (dba BakeMark), Second lien senior secured loan2023-12-310001807427Blast Bidco Inc. (dba Bazooka Candy Brands), First lien senior secured loan2023-12-310001807427Blast Bidco Inc. (dba Bazooka Candy Brands), First lien senior secured revolving loan2023-12-310001807427BP Veraison Buyer, LLC (dba Sun World), First lien senior secured loan2023-12-310001807427BP Veraison Buyer, LLC (dba Sun World), First lien senior secured revolving loan2023-12-310001807427Hissho Sushi Merger Sub LLC, First lien senior secured loan2023-12-310001807427Hissho Sushi Merger Sub LLC, First lien senior secured revolving loan2023-12-310001807427Innovation Ventures HoldCo, LLC (dba 5 Hour Energy), First lien senior secured loan2023-12-310001807427KBP Brands, LLC, First lien senior secured loan2023-12-310001807427KBP Brands, LLC, First lien senior secured delayed draw term loan2023-12-310001807427Rushmore Investment III LLC (dba Winland Foods), First lien senior secured loan2023-12-310001807427The Better Being Co., LLC (fka Nutraceutical International Corporation), First lien senior secured loan2023-12-310001807427The Better Being Co., LLC (fka Nutraceutical International Corporation), First lien senior secured revolving loan 12023-12-310001807427The Better Being Co., LLC (fka Nutraceutical International Corporation), First lien senior secured revolving loan 22023-12-310001807427Shearer's Foods, LLC, Second lien senior secured loan2023-12-310001807427Ultimate Baked Goods Midco, LLC, First lien senior secured loan2023-12-310001807427Ultimate Baked Goods Midco, LLC, First lien senior secured revolving loan2023-12-310001807427us-gaap:InvestmentUnaffiliatedIssuerMemberus-gaap:FoodAndBeverageSectorMemberus-gaap:DebtSecuritiesMember2023-12-310001807427Bamboo US BidCo LLC, First lien senior secured loan2023-12-310001807427Bamboo US BidCo LLC, First lien senior secured EUR term loan2023-12-310001807427Bamboo US BidCo LLC, First lien senior secured delayed draw term loan2023-12-310001807427Bamboo US BidCo LLC, First lien senior secured revolving loan2023-12-310001807427Confluent Medical Technologies, Inc., Second lien senior secured loan2023-12-310001807427CSC MKG Topco LLC. (dba Medical Knowledge Group), First lien senior secured loan 12023-12-310001807427CSC MKG Topco LLC. (dba Medical Knowledge Group), First lien senior secured loan 22023-12-310001807427Medline Borrower, LP, First lien senior secured revolving loan2023-12-310001807427Packaging Coordinators Midco, Inc., Second lien senior secured loan2023-12-310001807427Patriot Acquisition TopCo S.A.R.L (dba Corza Health, Inc.), First lien senior secured loan2023-12-310001807427Patriot Acquisition TopCo S.A.R.L (dba Corza Health, Inc.), First lien senior secured revolving loan2023-12-310001807427Rhea Parent, Inc., First lien senior secured loan2023-12-310001807427us-gaap:InvestmentUnaffiliatedIssuerMemberorcc:HealthcareEquipmentAndServicesMemberus-gaap:DebtSecuritiesMember2023-12-310001807427Allied Benefit Systems Intermediate LLC, First lien senior secured loan2023-12-310001807427Allied Benefit Systems Intermediate LLC, First lien senior secured delayed draw term loan2023-12-310001807427Belmont Buyer, Inc. (dba Valenz), First lien senior secured loan2023-12-310001807427Belmont Buyer, Inc. (dba Valenz), First lien senior secured delayed draw term loan2023-12-310001807427Belmont Buyer, Inc. (dba Valenz), First lien senior secured revolving loan2023-12-310001807427Covetrus, Inc., Second lien senior secured loan2023-12-310001807427Diagnostic Services Holdings, Inc. (dba Rayus Radiology), First lien senior secured loan2023-12-310001807427Engage Debtco Limited, First lien senior secured loan2023-12-310001807427Ex Vivo Parent Inc. (dba OB Hospitalist), First lien senior secured loan2023-12-310001807427National Dentex Labs LLC (fka Barracuda Dental LLC), First lien senior secured loan2023-12-310001807427National Dentex Labs LLC (fka Barracuda Dental LLC), First lien senior secured revolving loan2023-12-310001807427KWOL Acquisition Inc. (dba Worldwide Clinical Trials), First lien senior secured loan2023-12-310001807427KWOL Acquisition Inc. (dba Worldwide Clinical Trials), First lien senior secured revolving loan2023-12-310001807427Natural Partners, LLC, First lien senior secured loan2023-12-310001807427Natural Partners, LLC, First lien senior secured revolving loan2023-12-310001807427OB Hospitalist Group, Inc., First lien senior secured loan2023-12-310001807427OB Hospitalist Group, Inc., First lien senior secured revolving loan2023-12-310001807427Pacific BidCo Inc., First lien senior secured loan2023-12-310001807427Pacific BidCo Inc., First lien senior secured delayed draw term loan2023-12-310001807427PetVet Care Centers, LLC, First lien senior secured loan2023-12-310001807427PetVet Care Centers, LLC, First lien senior secured delayed draw term loan2023-12-310001807427PetVet Care Centers, LLC, First lien senior secured revolving loan2023-12-310001807427Phoenix Newco, Inc. (dba Parexel), Second lien senior secured loan2023-12-310001807427Plasma Buyer LLC (dba Pathgroup), First lien senior secured loan2023-12-310001807427Plasma Buyer LLC (dba Pathgroup), First lien senior secured delayed draw term loan2023-12-310001807427Plasma Buyer LLC (dba Pathgroup), First lien senior secured revolving loan2023-12-310001807427PPV Intermediate Holdings, LLC, First lien senior secured loan2023-12-310001807427PPV Intermediate Holdings, LLC, First lien senior secured delayed draw term loan2023-12-310001807427PPV Intermediate Holdings, LLC, First lien senior secured revolving loan2023-12-310001807427Quva Pharma, Inc., First lien senior secured loan2023-12-310001807427Quva Pharma, Inc., First lien senior secured revolving loan2023-12-310001807427TC Holdings, LLC (dba TrialCard), First lien senior secured loan2023-12-310001807427TC Holdings, LLC (dba TrialCard), First lien senior secured revolving loan2023-12-310001807427Tivity Health, Inc, First lien senior secured loan2023-12-310001807427Unified Women's Healthcare, LP, First lien senior secured loan 12023-12-310001807427Unified Women's Healthcare, LP, First lien senior secured revolving loan2023-12-310001807427Unified Women's Healthcare, LP, First lien senior secured loan 22023-12-310001807427Unified Women's Healthcare, LP, First lien senior secured delayed draw term loan2023-12-310001807427Vermont Aus Pty Ltd, First lien senior secured loan2023-12-310001807427XRL 1 LLC (dba XOMA), First lien senior secured loan2023-12-310001807427XRL 1 LLC (dba XOMA), First lien senior secured delayed draw term loan2023-12-310001807427us-gaap:InvestmentUnaffiliatedIssuerMemberorcc:HealthcareProvidersAndServicesMemberus-gaap:DebtSecuritiesMember2023-12-310001807427BCPE Osprey Buyer, Inc. (dba PartsSource), First lien senior secured loan2023-12-310001807427BCPE Osprey Buyer, Inc. (dba PartsSource), First lien senior secured delayed draw term loan 12023-12-310001807427BCPE Osprey Buyer, Inc. (dba PartsSource), First lien senior secured delayed draw term loan 22023-12-310001807427BCPE Osprey Buyer, Inc. (dba PartsSource), First lien senior secured revolving loan2023-12-310001807427Datix Bidco Limited (dba RLDatix), First lien senior secured GBP term loan2023-12-310001807427Datix Bidco Limited (dba RLDatix), Second lien senior secured GBP term loan2023-12-310001807427GI Ranger Intermediate, LLC (dba Rectangle Health), First lien senior secured loan2023-12-310001807427GI Ranger Intermediate, LLC (dba Rectangle Health), First lien senior secured revolving loan2023-12-310001807427Imprivata, Inc., Second lien senior secured loan2023-12-310001807427Indikami Bidco, LLC (dba IntegriChain), First lien senior secured loan2023-12-310001807427Indikami Bidco, LLC (dba IntegriChain), First lien senior secured delayed draw term loan2023-12-310001807427Indikami Bidco, LLC (dba IntegriChain), First lien senior secured revolving loan2023-12-310001807427Intelerad Medical Systems Incorporated, First lien senior secured loan2023-12-310001807427Intelerad Medical Systems Incorporated, First lien senior secured revolving loan2023-12-310001807427Interoperability Bidco, Inc. (dba Lyniate), First lien senior secured loan2023-12-310001807427Interoperability Bidco, Inc. (dba Lyniate), First lien senior secured revolving loan2023-12-310001807427Ocala Bidco, Inc., First lien senior secured loan2023-12-310001807427Ocala Bidco, Inc., First lien senior secured delayed draw term loan2023-12-310001807427Ocala Bidco, Inc., Second lien senior secured loan2023-12-310001807427RL Datix Holdings (USA), Inc., First lien senior secured loan2023-12-310001807427RL Datix Holdings (USA), Inc., First lien senior secured revolving loan2023-12-310001807427RL Datix Holdings (USA), Inc., Second lien senior secured loan2023-12-310001807427us-gaap:InvestmentUnaffiliatedIssuerMemberorcc:HealthcareTechnologySectorMemberus-gaap:DebtSecuritiesMember2023-12-310001807427Aptive Environmental, LLC, First lien senior secured loan2023-12-310001807427Mario Midco Holdings, Inc. (dba Len the Plumber), Unsecured facility2023-12-310001807427Mario Purchaser, LLC (dba Len the Plumber), First lien senior secured loan2023-12-310001807427Mario Purchaser, LLC (dba Len the Plumber), First lien senior secured delayed draw term loan2023-12-310001807427Mario Purchaser, LLC (dba Len the Plumber), First lien senior secured revolving loan2023-12-310001807427Simplisafe Holding Corporation, First lien senior secured loan2023-12-310001807427Simplisafe Holding Corporation, First lien senior secured delayed draw term loan2023-12-310001807427us-gaap:InvestmentUnaffiliatedIssuerMemberorcc:HouseholdProductsMemberus-gaap:DebtSecuritiesMember2023-12-310001807427Cornerstone OnDemand, Inc., Second lien senior secured loan2023-12-310001807427IG Investments Holdings, LLC (dba Insight Global), First lien senior secured loan2023-12-310001807427IG Investments Holdings, LLC (dba Insight Global), First lien senior secured revolving loan2023-12-310001807427us-gaap:InvestmentUnaffiliatedIssuerMemberorcc:HumanResourceSupportServicesMemberus-gaap:DebtSecuritiesMember2023-12-310001807427AWP Group Holdings, Inc., First lien senior secured loan2023-12-310001807427AWP Group Holdings, Inc., First lien senior secured delayed draw term loan2023-12-310001807427AWP Group Holdings, Inc., First lien senior secured revolving loan2023-12-310001807427Tamarack Intermediate, L.L.C. (dba Verisk 3E), First lien senior secured loan 12023-12-310001807427Tamarack Intermediate, L.L.C. (dba Verisk 3E), First lien senior secured loan 22023-12-310001807427Tamarack Intermediate, L.L.C. (dba Verisk 3E), First lien senior secured delayed draw term loan2023-12-310001807427Tamarack Intermediate, L.L.C. (dba Verisk 3E), First lien senior secured revolving loan2023-12-310001807427us-gaap:InvestmentUnaffiliatedIssuerMemberorcc:InfrastructureAndEnvironmentalServicesMemberus-gaap:DebtSecuritiesMember2023-12-310001807427Alera Group, Inc., First lien senior secured loan2023-12-310001807427AmeriLife Holdings LLC, First lien senior secured loan2023-12-310001807427AmeriLife Holdings LLC, First lien senior secured delayed draw term loan 12023-12-310001807427AmeriLife Holdings LLC, First lien senior secured delayed draw term loan 22023-12-310001807427AmeriLife Holdings LLC, First lien senior secured revolving loan2023-12-310001807427Ardonagh Midco 2 PLC, Unsecured notes2023-12-310001807427Ardonagh Midco 3 PLC, First lien senior secured GBP term loan2023-12-310001807427Ardonagh Midco 3 PLC, First lien senior secured EUR term loan2023-12-310001807427Ardonagh Midco 3 PLC, First lien senior secured USD term loan2023-12-310001807427Ardonagh Midco 3 PLC, First lien senior secured GBP delayed draw term loan2023-12-310001807427Ardonagh Midco 3 PLC, First lien senior secured EUR delayed draw term loan2023-12-310001807427Asurion, LLC, Second lien senior secured loan 12023-12-310001807427Asurion, LLC, Second lien senior secured loan 22023-12-310001807427Brightway Holdings, LLC, First lien senior secured loan2023-12-310001807427Brightway Holdings, LLC, First lien senior secured revolving loan2023-12-310001807427Evolution BuyerCo, Inc. (dba SIAA), First lien senior secured loan2023-12-310001807427Evolution BuyerCo, Inc. (dba SIAA), First lien senior secured delayed draw term loan2023-12-310001807427Evolution BuyerCo, Inc. (dba SIAA), First lien senior secured revolving loan2023-12-310001807427Integrity Marketing Acquisition, LLC, First lien senior secured loan 12023-12-310001807427Integrity Marketing Acquisition, LLC, First lien senior secured loan 22023-12-310001807427Integrity Marketing Acquisition, LLC, First lien senior secured loan 32023-12-310001807427Integrity Marketing Acquisition, LLC, First lien senior secured delayed draw term loan2023-12-310001807427Integrity Marketing Acquisition, LLC, First lien senior secured revolving loan2023-12-310001807427KUSRP Intermediate, Inc. (dba U.S. Retirement and Benefits Partners), First lien senior secured loan2023-12-310001807427Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services), First lien senior secured loan2023-12-310001807427Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services), First lien senior secured revolving loan2023-12-310001807427PCF Midco II, LLC (dba PCF Insurance Services), First lien senior secured loan2023-12-310001807427TEMPO BUYER CORP. (dba Global Claims Services), First lien senior secured loan2023-12-310001807427TEMPO BUYER CORP. (dba Global Claims Services), First lien senior secured revolving loan2023-12-310001807427USRP Holdings, Inc. (dba U.S. Retirement and Benefits Partners), First lien senior secured loan2023-12-310001807427USRP Holdings, Inc. (dba U.S. Retirement and Benefits Partners), First lien senior secured revolving loan2023-12-310001807427us-gaap:InvestmentUnaffiliatedIssuerMemberus-gaap:InsuranceSectorMemberus-gaap:DebtSecuritiesMember2023-12-310001807427Anaplan, Inc., First lien senior secured loan2023-12-310001807427Anaplan, Inc., First lien senior secured revolving loan2023-12-310001807427Avalara, Inc., First lien senior secured loan2023-12-310001807427Avalara, Inc., First lien senior secured revolving loan2023-12-310001807427Bayshore Intermediate #2, L.P. (dba Boomi), First lien senior secured loan2023-12-310001807427Bayshore Intermediate #2, L.P. (dba Boomi), First lien senior secured revolving loan2023-12-310001807427BCTO BSI Buyer, Inc. (dba Buildertrend), First lien senior secured loan2023-12-310001807427BCTO BSI Buyer, Inc. (dba Buildertrend), First lien senior secured revolving loan2023-12-310001807427CivicPlus, LLC, First lien senior secured loan2023-12-310001807427CivicPlus, LLC, First lien senior secured revolving loan2023-12-310001807427CP PIK Debt Issuer, LLC (dba CivicPlus, LLC), Unsecured notes2023-12-310001807427Coupa Holdings, LLC, First lien senior secured loan2023-12-310001807427Coupa Holdings, LLC, First lien senior secured delayed draw term loan2023-12-310001807427Coupa Holdings, LLC, First lien senior secured revolving loan2023-12-310001807427Crewline Buyer, Inc. (dba New Relic), First lien senior secured loan2023-12-310001807427Crewline Buyer, Inc. (dba New Relic), First lien senior secured revolving loan2023-12-310001807427EET Buyer, Inc. (dba e-Emphasys), First lien senior secured loan2023-12-310001807427EET Buyer, Inc. (dba e-Emphasys), First lien senior secured revolving loan2023-12-310001807427Forescout Technologies, Inc., First lien senior secured loan 12023-12-310001807427Forescout Technologies, Inc., First lien senior secured loan 22023-12-310001807427Forescout Technologies, Inc., First lien senior secured delayed draw term loan2023-12-310001807427Forescout Technologies, Inc., First lien senior secured revolving loan2023-12-310001807427Catalis Intermediate, Inc. (fka GovBrands Intermediate, Inc.), First lien senior secured loan2023-12-310001807427Catalis Intermediate, Inc. (fka GovBrands Intermediate, Inc.), First lien senior secured delayed draw term loan2023-12-310001807427Catalis Intermediate, Inc. (fka GovBrands Intermediate, Inc.), First lien senior secured revolving loan2023-12-310001807427Granicus, Inc., First lien senior secured loan2023-12-310001807427Granicus, Inc., First lien senior secured delayed draw term loan2023-12-310001807427Granicus, Inc., First lien senior secured revolving loan2023-12-310001807427GS Acquisitionco, Inc. (dba insightsoftware), First lien senior secured loan2023-12-310001807427Hyland Software, Inc., First lien senior secured loan2023-12-310001807427Hyland Software, Inc., First lien senior secured revolving loan2023-12-310001807427MessageBird BidCo B.V., First lien senior secured loan2023-12-310001807427Ministry Brands Holdings, LLC, First lien senior secured loan2023-12-310001807427Ministry Brands Holdings, LLC, First lien senior secured delayed draw term loan2023-12-310001807427Ministry Brands Holdings, LLC, First lien senior secured revolving loan2023-12-310001807427Project Alpha Intermediate Holding, Inc. (dba Qlik), First lien senior secured loan2023-12-310001807427Proofpoint, Inc., Second lien senior secured loan2023-12-310001807427QAD Inc., First lien senior secured loan2023-12-310001807427QAD Inc., First lien senior secured revolving loan2023-12-310001807427Sailpoint Technologies Holdings, Inc., First lien senior secured loan2023-12-310001807427Sailpoint Technologies Holdings, Inc., First lien senior secured revolving loan2023-12-310001807427Securonix, Inc., First lien senior secured loan2023-12-310001807427Securonix, Inc., First lien senior secured revolving loan2023-12-310001807427Thunder Purchaser, Inc. (dba Vector Solutions), First lien senior secured loan2023-12-310001807427Thunder Purchaser, Inc. (dba Vector Solutions), First lien senior secured delayed draw term loan2023-12-310001807427Thunder Purchaser, Inc. (dba Vector Solutions), First lien senior secured revolving loan2023-12-310001807427When I Work, Inc., First lien senior secured loan2023-12-310001807427When I Work, Inc., First lien senior secured revolving loan2023-12-310001807427Zendesk, Inc., First lien senior secured loan2023-12-310001807427Zendesk, Inc., First lien senior secured delayed draw term loan2023-12-310001807427Zendesk, Inc., First lien senior secured revolving loan2023-12-310001807427us-gaap:InvestmentUnaffiliatedIssuerMemberorcc:InternetSoftwareAndServicesMemberus-gaap:DebtSecuritiesMember2023-12-310001807427Troon Golf, L.L.C., First lien senior secured loan2023-12-310001807427Troon Golf, L.L.C., First lien senior secured revolving loan2023-12-310001807427us-gaap:InvestmentUnaffiliatedIssuerMemberorcc:LeisureAndEntertainmentMemberus-gaap:DebtSecuritiesMember2023-12-310001807427BCPE Watson (DE) ORML, LP, First lien senior secured loan2023-12-310001807427FARADAY BUYER, LLC (dba MacLean Power Systems), First lien senior secured loan2023-12-310001807427FARADAY BUYER, LLC (dba MacLean Power Systems), First lien senior secured delayed draw term loan2023-12-310001807427Gloves Buyer, Inc. (dba Protective Industrial Products), Second lien senior secured loan2023-12-310001807427MHE Intermediate Holdings, LLC (dba OnPoint Group), First lien senior secured loan 12023-12-310001807427MHE Intermediate Holdings, LLC (dba OnPoint Group), First lien senior secured loan 22023-12-310001807427MHE Intermediate Holdings, LLC (dba OnPoint Group), First lien senior secured revolving loan2023-12-310001807427Sonny's Enterprises, LLC, First lien senior secured loan2023-12-310001807427Sonny's Enterprises, LLC, First lien senior secured delayed draw term loan2023-12-310001807427Sonny's Enterprises, LLC, First lien senior secured revolving loan2023-12-310001807427us-gaap:InvestmentUnaffiliatedIssuerMemberorcc:ManufacturingMemberus-gaap:DebtSecuritiesMember2023-12-310001807427Apex Group Treasury, LLC, Second lien senior secured loan2023-12-310001807427Apex Service Partners, LLC, First lien senior secured loan2023-12-310001807427Apex Service Partners, LLC, First lien senior secured delayed draw term loan2023-12-310001807427Apex Service Partners, LLC, First lien senior secured revolving loan2023-12-310001807427Guidehouse Inc., First lien senior secured loan2023-12-310001807427Relativity ODA LLC, First lien senior secured loan2023-12-310001807427Relativity ODA LLC, First lien senior secured revolving loan2023-12-310001807427Sensor Technology Topco, Inc. (dba Humanetics), First lien senior secured loan2023-12-310001807427Sensor Technology Topco, Inc. (dba Humanetics), First lien senior secured EUR term loan2023-12-310001807427Sensor Technology Topco, Inc. (dba Humanetics), First lien senior secured revolving loan2023-12-310001807427us-gaap:InvestmentUnaffiliatedIssuerMemberorcc:ProfessionalServicesMemberus-gaap:DebtSecuritiesMember2023-12-310001807427Ideal Image Development, LLC, First lien senior secured loan2023-12-310001807427Ideal Image Development, LLC, First lien senior secured delayed draw term loan 12023-12-310001807427Ideal Image Development, LLC, First lien senior secured delayed draw term loan 22023-12-310001807427Ideal Image Development, LLC, First lien senior secured revolving loan2023-12-310001807427Milan Laser Holdings LLC, First lien senior secured loan2023-12-310001807427Milan Laser Holdings LLC, First lien senior secured revolving loan2023-12-310001807427Notorious Topco, LLC (dba Beauty Industry Group), First lien senior secured loan2023-12-310001807427Notorious Topco, LLC (dba Beauty Industry Group), First lien senior secured delayed draw term loan2023-12-310001807427Notorious Topco, LLC (dba Beauty Industry Group), First lien senior secured revolving loan2023-12-310001807427The Shade Store, LLC, First lien senior secured loan 12023-12-310001807427The Shade Store, LLC, First lien senior secured loan 22023-12-310001807427The Shade Store, LLC, First lien senior secured revolving loan2023-12-310001807427us-gaap:InvestmentUnaffiliatedIssuerMemberus-gaap:RetailSectorMemberus-gaap:DebtSecuritiesMember2023-12-310001807427EOS U.S. Finco LLC, First lien senior secured loan2023-12-310001807427EOS U.S. Finco LLC, First lien senior secured delayed draw term loan2023-12-310001807427Park Place Technologies, LLC, First lien senior secured loan2023-12-310001807427us-gaap:InvestmentUnaffiliatedIssuerMemberorcc:TelecommunicationsMemberus-gaap:DebtSecuritiesMember2023-12-310001807427Motus Group, LLC, Second lien senior secured loan2023-12-310001807427us-gaap:InvestmentUnaffiliatedIssuerMemberus-gaap:TransportationSectorMemberus-gaap:DebtSecuritiesMember2023-12-310001807427us-gaap:InvestmentUnaffiliatedIssuerMemberus-gaap:DebtSecuritiesMember2023-12-310001807427CD&R Value Building Partners I, L.P. (dba Belron), LP Interest2023-12-310001807427Metis HoldCo, Inc. (dba Mavis Tire Express Services), Series A Convertible Preferred Stock2023-12-310001807427us-gaap:InvestmentUnaffiliatedIssuerMemberorcc:AutomotiveMemberus-gaap:EquitySecuritiesMember2023-12-310001807427Associations Finance, Inc., Preferred Stock2023-12-310001807427Dodge Construction Network Holdings, L.P., Class A-2 Common Units2023-12-310001807427Dodge Construction Network Holdings, L.P., Series A Preferred Units2023-12-310001807427us-gaap:InvestmentUnaffiliatedIssuerMemberorcc:BuildingsAndRealEstateMemberus-gaap:EquitySecuritiesMember2023-12-310001807427Denali Holding, LP (dba Summit Companies), Class A Units2023-12-310001807427Hercules Buyer LLC (dba The Vincit Group), Common Units2023-12-310001807427Knockout Intermediate Holdings I Inc. (dba Kaseya Inc.), Perpetual Preferred Stock2023-12-310001807427us-gaap:InvestmentUnaffiliatedIssuerMemberorcc:BusinessServicesMemberus-gaap:EquitySecuritiesMember2023-12-310001807427ASP Conair Holdings LP, Class A Units2023-12-310001807427us-gaap:InvestmentUnaffiliatedIssuerMemberus-gaap:ConsumerSectorMemberus-gaap:EquitySecuritiesMember2023-12-310001807427Amergin Asset Management, LLC, Class A Units2023-12-310001807427us-gaap:InvestmentUnaffiliatedIssuerMemberus-gaap:FinancialServicesSectorMemberus-gaap:EquitySecuritiesMember2023-12-310001807427Hissho Sushi Holdings, LLC, Class A Units2023-12-310001807427us-gaap:InvestmentUnaffiliatedIssuerMemberus-gaap:FoodAndBeverageSectorMemberus-gaap:EquitySecuritiesMember2023-12-310001807427KPCI Holdings, L.P., Class A Units2023-12-310001807427Maia Aggregator, LP, Class A-2 Units2023-12-310001807427Patriot Holdings SCSp (dba Corza Health, Inc.), Class A Units2023-12-310001807427Patriot Holdings SCSp (dba Corza Health, Inc.), Class B Units2023-12-310001807427Rhea Acquisition Holdings, LP, Series A-2 Units2023-12-310001807427us-gaap:InvestmentUnaffiliatedIssuerMemberorcc:HealthcareEquipmentAndServicesMemberus-gaap:EquitySecuritiesMember2023-12-310001807427KOBHG Holdings, L.P. (dba OB Hospitalist), Class A Interests2023-12-310001807427KWOL Acquisition Inc. (dba Worldwide Clinical Trials), Class A Interests2023-12-310001807427Romulus Intermediate Holdings 1 Inc. (dba PetVet Care Centers), Series A Preferred Stock2023-12-310001807427XOMA Corporation, Common Stock Warrants2023-12-310001807427us-gaap:InvestmentUnaffiliatedIssuerMemberorcc:HealthcareProvidersAndServicesMemberus-gaap:EquitySecuritiesMember2023-12-310001807427Minerva Holdco, Inc., Series A Preferred Stock2023-12-310001807427us-gaap:InvestmentUnaffiliatedIssuerMemberorcc:HealthcareTechnologySectorMemberus-gaap:EquitySecuritiesMember2023-12-310001807427Evology, LLC, Class B Units2023-12-310001807427us-gaap:InvestmentUnaffiliatedIssuerMemberorcc:HouseholdProductsMemberus-gaap:EquitySecuritiesMember2023-12-310001807427Sunshine Software Holdings, Inc. (dba Cornerstone OnDemand), Series A Preferred Stock2023-12-310001807427us-gaap:InvestmentUnaffiliatedIssuerMemberorcc:HumanResourceSupportServicesMemberus-gaap:EquitySecuritiesMember2023-12-310001807427Accelerate Topco Holdings, LLC, Common Units2023-12-310001807427Evolution Parent, LP (dba SIAA), LP Interest2023-12-310001807427GrowthCurve Capital Sunrise Co-Invest LP (dba Brightway), LP Interest2023-12-310001807427Hockey Parent Holdings, L.P., Class A Units2023-12-310001807427PCF Holdco, LLC (dba PCF Insurance Services), Class A Units2023-12-310001807427PCF Holdco, LLC (dba PCF Insurance Services), Series A Preferred Units2023-12-310001807427PCF Holdco, LLC (dba PCF Insurance Services), Class A Unit Warrants2023-12-310001807427us-gaap:InvestmentUnaffiliatedIssuerMemberus-gaap:InsuranceSectorMemberus-gaap:EquitySecuritiesMember2023-12-310001807427BCTO WIW Holdings, Inc. (dba When I Work), Class A Common Stock2023-12-310001807427Brooklyn Lender Co-Invest 2, L.P. (dba Boomi), Common Units2023-12-310001807427Elliott Alto Co-Investor Aggregator L.P., LP Interest2023-12-310001807427Project Hotel California Co-Invest Fund, L.P., LP Interest2023-12-310001807427Insight CP (Blocker) Holdings, L.P. (dba CivicPlus, LLC), LP Interest2023-12-310001807427MessageBird Holding B.V., Extended Series C Warrants2023-12-310001807427Picard Holdco, Inc., Series A Preferred Stock2023-12-310001807427Project Alpine Co-Invest Fund, LP, LP Interest2023-12-310001807427Thunder Topco L.P. (dba Vector Solutions), Common Units2023-12-310001807427WMC Bidco, Inc. (dba West Monroe), Senior Preferred Stock2023-12-310001807427Zoro TopCo, Inc. (dba Zendesk, Inc.), Series A Preferred Stock2023-12-310001807427Zoro TopCo, L.P. (dba Zendesk, Inc.), Class A Common Units2023-12-310001807427us-gaap:InvestmentUnaffiliatedIssuerMemberorcc:InternetSoftwareAndServicesMemberus-gaap:EquitySecuritiesMember2023-12-310001807427Gloves Holdings, LP (dba Protective Industrial Products), LP Interest2023-12-310001807427us-gaap:InvestmentUnaffiliatedIssuerMemberorcc:ManufacturingMemberus-gaap:EquitySecuritiesMember2023-12-310001807427us-gaap:InvestmentUnaffiliatedIssuerMemberus-gaap:EquitySecuritiesMember2023-12-310001807427AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC, First lien senior secured loan2023-12-310001807427AAM Series 2.1 Aviation Feeder, LLC, First lien senior secured loan2023-12-310001807427us-gaap:InvestmentAffiliatedIssuerNoncontrolledMemberorcc:AssetBasedLendingAndFundFinanceMemberus-gaap:DebtSecuritiesMember2023-12-310001807427Walker Edison Furniture Company LLC, First lien senior secured loan2023-12-310001807427Walker Edison Furniture Company LLC, First lien senior secured delayed draw term loan 12023-12-310001807427Walker Edison Furniture Company LLC, First lien senior secured delayed draw term loan 22023-12-310001807427Walker Edison Furniture Company LLC, First lien senior secured revolving loan2023-12-310001807427us-gaap:InvestmentAffiliatedIssuerNoncontrolledMemberorcc:HouseholdProductsMemberus-gaap:DebtSecuritiesMember2023-12-310001807427us-gaap:InvestmentAffiliatedIssuerNoncontrolledMemberus-gaap:DebtSecuritiesMember2023-12-310001807427AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC, LLC Interest2023-12-310001807427AAM Series 2.1 Aviation Feeder, LLC, LLC Interest2023-12-310001807427us-gaap:InvestmentAffiliatedIssuerNoncontrolledMemberorcc:AssetBasedLendingAndFundFinanceMemberus-gaap:EquitySecuritiesMember2023-12-310001807427Walker Edison Holdco LLC, Common Units2023-12-310001807427us-gaap:InvestmentAffiliatedIssuerNoncontrolledMemberorcc:HouseholdProductsMemberus-gaap:EquitySecuritiesMember2023-12-310001807427Fifth Season Investments LLC, Class A 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Bidco Limited (dba Audiotonix), First lien senior secured delayed draw term loan 12024-09-300001807427Aerosmith Bidco Limited (dba Audiotonix), First lien senior secured delayed draw term loan 12023-12-310001807427Aerosmith Bidco Limited (dba Audiotonix) First lien senior secured delayed draw term loan 22024-09-300001807427Aerosmith Bidco Limited (dba Audiotonix) First lien senior secured delayed draw term loan 22023-12-310001807427Aerosmith Bidco Limited (dba Audiotonix), First lien senior secured multi-currency revolving loan2023-12-310001807427AI Titan Parent, Inc. (dba Prometheus Group), First lien senior secured delayed draw term loan2023-12-310001807427AI Titan Parent, Inc. (dba Prometheus Group), First lien senior secured revolving loan2023-12-310001807427AmeriLife Holdings LLC, First lien senior secured delayed draw term loan 12024-09-300001807427AmeriLife Holdings LLC, First lien senior secured delayed draw term loan 22024-09-300001807427Anaplan, Inc., First lien senior secured revolving loan2024-09-300001807427Aptean Acquiror, Inc. (dba Aptean), First lien senior secured delayed draw term loan2023-12-310001807427Aptean Acquiror, Inc. (dba Aptean), First lien senior secured revolving loan2023-12-310001807427Artifact Bidco, Inc. (dba Avetta), First lien senior secured delayed draw term loan2023-12-310001807427Artifact Bidco, Inc. (dba Avetta), First lien senior secured revolving loan 12024-09-300001807427Artifact Bidco, Inc. (dba Avetta), First lien senior secured revolving loan 12023-12-310001807427Artifact Bidco, Inc. (dba Avetta), First lien senior secured revolving loan 22024-09-300001807427Artifact Bidco, Inc. (dba Avetta), First lien senior secured revolving loan 22023-12-310001807427Aurelia Netherlands Midco 2 B.V., First lien senior secured EUR delayed draw term loan2024-09-300001807427Aurelia Netherlands Midco 2 B.V., First lien senior secured EUR delayed draw term loan2023-12-310001807427Aurelia Netherlands Midco 2 B.V., First lien senior secured NOK delayed draw term loan2024-09-300001807427Aurelia Netherlands Midco 2 B.V., First lien senior secured NOK delayed draw term loan2023-12-310001807427Aurelia Netherlands Midco 2 B.V., First lien senior secured EUR revolving loan2024-09-300001807427Aurelia Netherlands Midco 2 B.V., First lien senior secured EUR revolving loan2023-12-310001807427Azurite Intermediate Holdings, Inc. (dba Alteryx, Inc.), First lien senior secured delayed draw term loan2023-12-310001807427Azurite Intermediate Holdings, Inc. (dba Alteryx, Inc.), First lien senior secured revolving loan2023-12-310001807427Baker Tilly Advisory Group, L.P., First lien senior secured delayed draw term loan2023-12-310001807427Baker Tilly Advisory Group, L.P., First lien senior secured revolving loan2023-12-310001807427BCPE Osprey Buyer, Inc. (dba PartsSource), First lien senior secured delayed draw term loan2024-09-300001807427BCPE Osprey Buyer, Inc. (dba PartsSource), First lien senior secured delayed draw term loan2023-12-310001807427Belmont Buyer, Inc. (dba Valenz), First lien senior secured delayed draw term loan2024-09-300001807427BradyPLUS Holdings, LLC (f/k/a BradyIFS Holdings, LLC), First lien senior secured delayed draw term loan2023-12-310001807427BradyPLUS Holdings, LLC (f/k/a BradyIFS Holdings, LLC), First lien senior secured revolving loan2024-09-300001807427BradyPLUS Holdings, LLC (f/k/a BradyIFS Holdings, LLC), First lien senior secured revolving loan2023-12-310001807427Broadcast Music, Inc., First lien senior secured revolving loan2023-12-310001807427Coupa Holdings, LLC, First lien senior secured delayed draw term loan2024-09-300001807427Coupa Holdings, LLC, First lien senior secured revolving loan2024-09-300001807427Cresset Capital Management, LLC, First lien senior secured delayed draw term loan 12024-09-300001807427Cresset Capital Management, LLC, First lien senior secured delayed draw term loan 12023-12-310001807427Cresset Capital Management, LLC, First lien senior secured delayed draw term loan 22024-09-300001807427Cresset Capital Management, LLC, First lien senior secured delayed draw term loan 22023-12-310001807427Cresset Capital Management, LLC, First lien senior secured revolving loan2023-12-310001807427CT Technologies Intermediate Holdings, Inc. (& Smart Holdings Corp.) (dba Datavant), First lien senior secured delayed draw term loan2023-12-310001807427CT Technologies Intermediate Holdings, Inc. (& Smart Holdings Corp.) (dba Datavant), First lien senior secured revolving loan2023-12-310001807427DCG ACQUISITION CORP. (dba DuBois Chemical), First lien senior secured delayed draw term loan2023-12-310001807427DCG ACQUISITION CORP. (dba DuBois Chemical), First lien senior secured revolving loan2023-12-310001807427Dresser Utility Solutions, LLC, First lien senior secured delayed draw term loan2024-09-300001807427Dresser Utility Solutions, LLC, First lien senior secured delayed draw term loan2023-12-310001807427Dresser Utility Solutions, LLC, First lien senior secured revolving loan2023-12-310001807427DuraServ LLC, First lien senior secured delayed draw term loan2023-12-310001807427DuraServ LLC, First lien senior secured revolving loan2023-12-310001807427Eagle Family Foods Group LLC, First lien senior secured revolving loan2023-12-310001807427Entertainment Benefits Group, LLC, First lien senior secured revolving loan2024-09-300001807427Essential Services Holding Corporation (dba Turnpoint), First lien senior secured delayed draw term loan2023-12-310001807427Essential Services Holding Corporation (dba Turnpoint), First lien senior secured revolving loan2023-12-310001807427Fiesta Purchaser, Inc. (dba Shearer's Foods), First lien senior secured revolving loan2023-12-310001807427Forescout Technologies, Inc., First lien senior secured delayed draw term loan2024-09-300001807427FR Vision Holdings, Inc. (dba CHA Consulting), First lien senior secured delayed draw term loan2023-12-310001807427FR Vision Holdings, Inc. (dba CHA Consulting), First lien senior secured revolving loan2023-12-310001807427Fullsteam Operations, LLC, First lien senior secured delayed draw term loan 32023-12-310001807427Fullsteam Operations, LLC, First lien senior secured delayed draw term loan 42023-12-310001807427Galls, LLC, First lien senior secured delayed draw term loan2023-12-310001807427Galls, LLC, First lien senior secured revolving loan2023-12-310001807427Galway Borrower LLC, First lien senior secured delayed draw term loan2023-12-310001807427Galway Borrower LLC, First lien senior secured revolving loan2023-12-310001807427Gehl Foods, LLC, First lien senior secured delayed draw term loan2023-12-310001807427Gerson Lehrman Group, Inc., First lien senior secured revolving loan2023-12-310001807427GS Acquisitionco, Inc. (dba insightsoftware), First lien senior secured delayed draw term loan2023-12-310001807427GS Acquisitionco, Inc. (dba insightsoftware), First lien senior secured revolving loan2023-12-310001807427Hissho Parent, LLC, First lien senior secured revolving loan2024-09-300001807427Hissho Parent, LLC, First lien senior secured revolving loan2023-12-310001807427Icefall Parent, Inc. (dba EngageSmart), First lien senior secured revolving loan 12024-09-300001807427Icefall Parent, Inc. (dba EngageSmart), First lien senior secured revolving loan 12023-12-310001807427Ideal Image Development, LLC, First lien senior secured delayed draw term loan2024-09-300001807427Ideal Image Development, LLC, First lien senior secured delayed draw term loan2023-12-310001807427Indigo Buyer, Inc. (dba Inovar Packaging Group), First lien senior secured delayed draw term loan2023-12-310001807427Interoperability Bidco, Inc. (dba Lyniate), First lien senior secured delayed draw term loan2023-12-310001807427KENE Acquisition, Inc. (dba Entrust Solutions Group), First lien senior secured delayed draw term loan2023-12-310001807427KENE Acquisition, Inc. (dba Entrust Solutions Group), First lien senior secured revolving loan2023-12-310001807427Litera Bidco LLC, First lien senior secured delayed draw term loan 12024-09-300001807427Litera Bidco LLC, First lien senior secured delayed draw term loan 12023-12-310001807427Litera Bidco LLC, First lien senior secured delayed draw term loan 22024-09-300001807427Litera Bidco LLC, First lien senior secured delayed draw term loan 22023-12-310001807427Litera Bidco LLC, First lien senior secured revolving loan2023-12-310001807427LSI Financing 1 DAC, Preferred equity2024-09-300001807427LSI Financing 1 DAC, Preferred equity2023-12-310001807427Maple Acquisition, LLC (dba Medicus), First lien senior secured delayed draw term loan2023-12-310001807427Maple Acquisition, LLC (dba Medicus), First lien senior secured revolving loan2023-12-310001807427Mario Purchaser, LLC (dba Len the Plumber), First lien senior secured delayed draw term loan2024-09-300001807427Medline Borrower, LP, First lien senior secured revolving loan2024-09-300001807427Minotaur Acquisition, Inc. (dba Inspira Financial), First lien senior secured delayed draw term loan2024-09-300001807427Minotaur Acquisition, Inc. (dba Inspira Financial), First lien senior secured delayed draw term loan2023-12-310001807427Minotaur Acquisition, Inc. (dba Inspira Financial), First lien senior secured revolving loan2023-12-310001807427Monotype Imaging Holdings Inc., First lien senior secured delayed draw term loan2023-12-310001807427Monotype Imaging Holdings Inc., First lien senior secured revolving loan2023-12-310001807427National Dentex Labs LLC (fka Barracuda Dental LLC), First lien senior secured delayed draw term loan2023-12-310001807427Nelipak Holding Company, First lien senior secured delayed draw term loan2023-12-310001807427Nelipak Holding Company, First lien senior secured revolving loan2023-12-310001807427NELIPAK EUROPEAN HOLDINGS COÖPERATIEF U.A., First lien senior secured EUR delayed draw term loan2023-12-310001807427NELIPAK EUROPEAN HOLDINGS COÖPERATIEF U.A., First lien senior secured EUR revolving loan2023-12-310001807427Inovalon Holdings, Inc., First lien senior secured delayed draw term loan2024-09-300001807427Inovalon Holdings, Inc., First lien senior secured delayed draw term loan2023-12-310001807427Park Place Technologies, LLC, First lien senior secured delayed draw term loan2023-12-310001807427Park Place Technologies, LLC, First lien senior secured revolving loan2023-12-310001807427PDI TA Holdings, Inc., First lien senior secured delayed draw term loan2023-12-310001807427PDI TA Holdings, Inc., First lien senior secured revolving loan2023-12-310001807427Phantom Purchaser, Inc., First lien senior secured revolving loan2023-12-310001807427Pluralsight, LLC, First lien senior secured delayed draw term loan2023-12-310001807427Premise Health Holding Corp., First lien senior secured revolving loan2023-12-310001807427Pye-Barker Fire & Safety, LLC, First lien senior secured delayed draw term loan 12023-12-310001807427Pye-Barker Fire & Safety, LLC, First lien senior secured delayed draw term loan 22024-09-300001807427Pye-Barker Fire & Safety, LLC, First lien senior secured delayed draw term loan 22023-12-310001807427Pye-Barker Fire & Safety, LLC, First lien senior secured revolving loan2023-12-310001807427QAD, Inc., First lien senior secured revolving loan2023-12-310001807427RL Datix Holdings (USA), Inc., First lien senior secured delayed draw term loan2024-09-300001807427RL Datix Holdings (USA), Inc., First lien senior secured delayed draw term loan2023-12-310001807427Salinger Bidco Inc. (dba Surgical Information Systems), First lien senior secured delayed draw term loan2023-12-310001807427Salinger Bidco Inc. (dba Surgical Information Systems), First lien senior secured revolving loan2023-12-310001807427Sensor Technology Topco, Inc. (dba Humanetics), First lien senior secured delayed draw term loan2024-09-300001807427Sensor Technology Topco, Inc. (dba Humanetics), First lien senior secured delayed draw term loan2023-12-310001807427Sensor Technology Topco, Inc. (dba Humanetics), First lien senior secured EUR delayed draw term loan2024-09-300001807427Sensor Technology Topco, Inc. (dba Humanetics), First lien senior secured EUR delayed draw term loan2023-12-310001807427Soliant Lower Intermediate, LLC (dba Soliant), First lien senior secured revolving loan2023-12-310001807427Sonny's Enterprises, LLC, First lien senior secured delayed draw term loan 12023-12-310001807427Sonny's Enterprises, LLC, First lien senior secured delayed draw term loan 22023-12-310001807427Tamarack Intermediate, L.L.C. (dba Verisk 3E), First lien senior secured delayed draw term loan2024-09-300001807427IRI Group Holdings, Inc. (f/k/a Circana Group, L.P. (f/k/a The NPD Group, L.P.)), First lien senior secured revolving loan2023-12-310001807427The Better Being Co., LLC (fka Nutraceutical International Corporation), First lien senior secured revolving loan2024-09-300001807427The Better Being Co., LLC (fka Nutraceutical International Corporation), First lien senior secured revolving loan2023-12-310001807427The Shade Store, LLC, First lien senior secured delayed draw term loan2023-12-310001807427Troon Golf, LLC, First lien senior secured delayed draw term loan2023-12-310001807427Troon Golf, LLC, First lien senior secured revolving loan2023-12-310001807427Unified Women's Healthcare, LP, First lien senior secured delayed draw term loan 12024-09-300001807427Unified Women's Healthcare, LP, First lien senior secured delayed draw term loan 12023-12-310001807427Unified Women's Healthcare, LP, First lien senior secured delayed draw term loan 22023-12-310001807427Unified Women's Healthcare, LP, First lien senior secured revolving loan2024-09-300001807427Vensure Employer Services, Inc., First lien senior secured delayed draw term loan2023-12-310001807427Vessco Midco Holdings, LLC, First lien senior secured delayed draw term loan2023-12-310001807427Vessco Midco Holdings, LLC, First lien senior secured revolving loan2023-12-310001807427Vital Bidco AB (dba Vitamin Well), First lien senior secured loan2024-09-300001807427Vital Bidco AB (dba Vitamin Well), First lien senior secured loan2023-12-310001807427Vital Bidco AB (dba Vitamin Well), First lien senior secured delayed draw term loan2024-09-300001807427Vital Bidco AB (dba Vitamin Well), First lien senior secured delayed draw term loan2023-12-310001807427Vital Bidco AB (dba Vitamin Well), First lien senior secured revolving loan2024-09-300001807427Vital Bidco AB (dba Vitamin Well), First lien senior secured revolving loan2023-12-310001807427Walker Edison Furniture Company LLC, First lien senior secured delayed draw term loan2024-09-300001807427Walker Edison Furniture Company LLC, First lien senior secured delayed draw term 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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________________________
FORM 10-Q
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarter ended September 30, 2024
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number 000-56173
______________________________________________
BLUE OWL CAPITAL CORPORATION III
(Exact name of Registrant as specified in its Charter)
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| Maryland |
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84-4493477 |
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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399 Park Avenue, New York, New York |
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10022 |
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Registrant’s telephone number, including area code: (212) 419-3000
______________________________________________
Securities registered pursuant to Section 12(b) of the Act:
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Common Stock $0.01 par value per share |
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OBDE |
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The 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 x No o
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 x No o
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.
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| Large accelerated filer |
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Accelerated filer |
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| Non-accelerated filer |
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Smaller reporting company |
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| Emerging growth company |
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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. o
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES o NO x
As of November 6, 2024 the registrant had 123,356,823 shares of common stock, $0.01 par value per share, outstanding.
Table of Contents
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 III (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 elevated interest and inflation rates, ongoing supply chain and labor market disruptions, including those as a result of strikes, work stoppages or accidents, instability in the U.S. and international banking systems, uncertainties related to the 2024 U.S. presidential election, 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;
•changes in base interest rates and significant market volatility on our business and our portfolio companies (including our business prospects and the prospects of our portfolio companies including the ability to achieve our and their business objectives), our industry and the global economy including as a result of ongoing supply chain disruptions;
•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 Diversified 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”) under the Investment Company Act of 1940, as amended (the “1940 Act”);
•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, and the increasing use of artificial intelligence and machine learning technology;
•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 the escalated conflict in the Middle-East,
including the Israel-Hamas conflict, 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
•the ability of the parties to consummate the proposed transactions that will result in the Company merging (the “Mergers”) with and into Blue Owl Capital Corporation (“OBDC”) pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), dated August 7, 2024, among the Company, OBDC, Cardinal Merger Sub, Inc., a Maryland corporation and wholly owned subsidiary of OBDC (“Merger Sub”) and, solely for the limited purposes set forth therein, the Adviser and the Blue Owl Credit Advisers LLC, a Delaware limited liability company and investment advisor to OBDC (“OCA”), on the expected timeline, or at all;
•the ability to realize the anticipated benefits of the Mergers;
•the effects of disruption on our business from the Mergers;
•the combined company’s plans, expectations, objectives and intentions as a result of the Mergers;
•any potential termination of the Merger Agreement;
•the actions of our shareholders or the shareholders of OBDC with respect to the proposals submitted for their approval in connection with the Mergers;
•the possibility that competing offers or acquisitions proposals will be made;
•risk that shareholder litigation in connection with the Mergers may result in significant costs of defense and liability; 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”).
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
Blue Owl Capital Corporation III
Consolidated Statements of Assets and Liabilities
(Amounts in thousands, except share and per share amounts)
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September 30, 2024 (Unaudited) |
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December 31, 2023 |
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| Investments at fair value |
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Non-controlled, non-affiliated investments (amortized cost of $4,099,669 and $3,479,371, respectively) |
$ |
4,122,000 |
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$ |
3,498,800 |
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Non-controlled, affiliated investments (amortized cost of $127,653 and $97,482, respectively) |
121,608 |
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91,901 |
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Controlled, affiliated investments (amortized cost of $5,473 and $—, respectively) |
5,467 |
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— |
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Total investments at fair value (amortized cost of $4,232,795 and $3,576,853,
respectively)
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4,249,075 |
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3,590,701 |
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| Cash |
151,341 |
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141,448 |
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| Interest receivable |
37,585 |
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25,147 |
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| Receivable for investments sold |
22,288 |
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— |
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| Prepaid expenses and other assets |
4,045 |
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3,801 |
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| Total Assets |
$ |
4,464,334 |
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$ |
3,761,097 |
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| Liabilities |
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Debt (net of unamortized debt issuance costs of $23,428 and $25,623, respectively) |
$ |
2,444,152 |
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$ |
1,754,496 |
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| Distribution payable |
43,175 |
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60,779 |
|
| Management fee payable |
15,813 |
|
|
4,517 |
|
| Incentive fee payable |
10,711 |
|
|
— |
|
| Payables to affiliates |
5,398 |
|
|
896 |
|
| Payable for investments purchased |
4,908 |
|
|
— |
|
| Accrued expenses and other liabilities |
29,432 |
|
|
29,297 |
|
| Total Liabilities |
2,553,589 |
|
|
1,849,985 |
|
| Commitments and contingencies (Note 7) |
|
|
|
| Net Assets |
|
|
|
Common shares $0.01 par value, 500,000,000 shares authorized; 123,356,823 and 122,817,625 shares issued and outstanding, respectively |
1,234 |
|
|
1,228 |
|
| Additional paid-in-capital |
1,837,067 |
|
|
1,829,029 |
|
| Accumulated undistributed (overdistributed) earnings |
72,444 |
|
|
80,855 |
|
| Total Net Assets |
1,910,745 |
|
|
1,911,112 |
|
| Total Liabilities and Net Assets |
$ |
4,464,334 |
|
|
$ |
3,761,097 |
|
| Net Asset Value Per Share |
$ |
15.49 |
|
|
$ |
15.56 |
|
The accompanying notes are an integral part of these consolidated financial statements.
Blue Owl Capital Corporation III
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, |
|
2024 |
|
2023 |
|
2024 |
|
2023 |
|
|
| Investment Income |
|
|
|
|
|
|
|
|
|
| Investment income from non-controlled, non-affiliated investments: |
|
|
|
|
|
|
|
|
|
| Interest income (excluding payment-in-kind (“PIK”) interest income) |
$ |
110,102 |
|
|
$ |
89,904 |
|
|
$ |
309,664 |
|
|
$ |
253,929 |
|
|
|
| PIK interest income |
10,749 |
|
|
10,249 |
|
|
31,568 |
|
|
35,121 |
|
|
|
| Dividend income |
4,321 |
|
|
4,937 |
|
|
14,352 |
|
|
16,311 |
|
|
|
| Other income |
1,683 |
|
|
1,545 |
|
|
4,379 |
|
|
4,850 |
|
|
|
| Total investment income from non-controlled, non-affiliated investments |
126,855 |
|
|
106,635 |
|
|
359,963 |
|
|
310,211 |
|
|
|
| Investment income from non-controlled, affiliated investments: |
|
|
|
|
|
|
|
|
|
| Interest income (excluding PIK interest income) |
353 |
|
|
— |
|
|
1,142 |
|
|
— |
|
|
|
| PIK interest income |
60 |
|
|
129 |
|
|
89 |
|
|
129 |
|
|
|
| Dividend income |
1,774 |
|
|
444 |
|
|
4,463 |
|
|
939 |
|
|
|
| Other income |
— |
|
|
8 |
|
|
5 |
|
|
8 |
|
|
|
| Total investment income from non-controlled, affiliated investments |
2,187 |
|
|
581 |
|
|
5,699 |
|
|
1,076 |
|
|
|
| Total Investment Income |
129,042 |
|
|
107,216 |
|
|
365,662 |
|
|
311,287 |
|
|
|
| Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Interest expense |
48,490 |
|
|
31,104 |
|
|
126,975 |
|
|
89,356 |
|
|
|
| Management fee |
15,813 |
|
|
4,490 |
|
|
43,155 |
|
|
13,346 |
|
|
|
| Performance based incentive fees |
10,710 |
|
|
— |
|
|
28,537 |
|
|
— |
|
|
|
| Professional fees |
2,463 |
|
|
1,186 |
|
|
5,657 |
|
|
3,761 |
|
|
|
| Directors' fees |
228 |
|
|
289 |
|
|
683 |
|
|
682 |
|
|
|
| Listing advisory fee |
— |
|
|
— |
|
|
6,040 |
|
|
— |
|
|
|
| Other general and administrative |
1,579 |
|
|
838 |
|
|
5,486 |
|
|
2,209 |
|
|
|
| Total Expenses |
79,283 |
|
|
37,907 |
|
|
216,533 |
|
|
109,354 |
|
|
|
| Net Investment Income (Loss) Before Taxes |
49,759 |
|
|
69,309 |
|
|
149,129 |
|
|
201,933 |
|
|
|
| Income tax expense (benefit), including excise tax expense (benefit) |
(734) |
|
|
226 |
|
|
(20) |
|
|
1,619 |
|
|
|
| Net Investment Income (Loss) After Taxes |
$ |
50,493 |
|
|
$ |
69,083 |
|
|
$ |
149,149 |
|
|
$ |
200,314 |
|
|
|
| Net Realized and Change in Unrealized Gain (Loss) |
|
|
|
|
|
|
|
|
|
| Net change in unrealized gain (loss): |
|
|
|
|
|
|
|
|
|
| Non-controlled, non-affiliated investments |
$ |
2,170 |
|
|
$ |
6,057 |
|
|
$ |
(646) |
|
|
$ |
30,028 |
|
|
|
| Non-controlled, affiliated investments |
(2,153) |
|
|
(1,672) |
|
|
(464) |
|
|
(2,048) |
|
|
|
| Controlled, affiliated investments |
(6) |
|
|
— |
|
|
(6) |
|
|
— |
|
|
|
| Translation of assets and liabilities in foreign currencies |
284 |
|
|
(168) |
|
|
552 |
|
|
(1) |
|
|
|
| Income tax (provision) benefit |
(154) |
|
|
1 |
|
|
(153) |
|
|
— |
|
|
|
| Total Net Change in Unrealized Gain (Loss) |
141 |
|
|
4,218 |
|
|
(717) |
|
|
27,979 |
|
|
|
| Net realized gain (loss): |
|
|
|
|
|
|
|
|
|
| Non-controlled, non-affiliated investments |
$ |
(8,401) |
|
|
$ |
216 |
|
|
$ |
(11,653) |
|
|
$ |
(11,249) |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Foreign currency transactions |
(72) |
|
|
(24) |
|
|
(942) |
|
|
(45) |
|
|
|
| Total Net Realized Gain (Loss) |
(8,473) |
|
|
192 |
|
|
(12,595) |
|
|
(11,294) |
|
|
|
| Total Net Realized and Change in Unrealized Gain (Loss) |
(8,332) |
|
|
4,410 |
|
|
(13,312) |
|
|
16,685 |
|
|
|
| Net Increase (Decrease) in Net Assets Resulting from Operations |
$ |
42,161 |
|
|
$ |
73,493 |
|
|
$ |
135,837 |
|
|
$ |
216,999 |
|
|
|
| Earnings (Loss) Per Share - Basic and Diluted |
$ |
0.34 |
|
|
$ |
0.60 |
|
|
$ |
1.10 |
|
|
$ |
1.78 |
|
|
|
| Weighted Average Shares Outstanding - Basic and Diluted |
123,356,823 |
|
|
122,405,716 |
|
|
123,236,215 |
|
|
121,831,273 |
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
Blue Owl Capital Corporation III
Consolidated Schedule of Investments
as of September 30, 2024
(Amounts in thousands, except share amounts)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Company(1)(2)(5)(20)(25) |
|
Investment |
|
Interest |
|
Maturity Date |
|
Par / Units |
|
Amortized Cost(3)(4) |
|
Fair Value |
|
Percentage of Net Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Non-controlled/non-affiliated portfolio company investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Advertising and media |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Broadcast Music, Inc.(6) |
|
First lien senior secured loan |
|
SR + |
5.75% |
|
02/2030 |
|
$ |
18,990 |
|
|
$ |
18,554 |
|
|
$ |
18,800 |
|
|
1.0 |
% |
| Broadcast Music, Inc.(15)(16) |
|
First lien senior secured revolving loan |
|
SR + |
5.75% |
|
02/2030 |
|
— |
|
|
(77) |
|
|
(35) |
|
|
— |
% |
| IRI Group Holdings, Inc. (f/k/a Circana Group, L.P. (f/k/a The NPD Group, L.P.))(6) |
|
First lien senior secured loan |
|
SR + |
5.00% |
|
12/2028 |
|
19,290 |
|
|
19,290 |
|
|
19,290 |
|
|
1.0 |
% |
| IRI Group Holdings, Inc. (f/k/a Circana Group, L.P. (f/k/a The NPD Group, L.P.))(6)(15) |
|
First lien senior secured revolving loan |
|
SR + |
5.00% |
|
12/2027 |
|
846 |
|
|
846 |
|
|
846 |
|
|
— |
% |
| Global Music Rights, LLC(7) |
|
First lien senior secured loan |
|
SR + |
5.50% |
|
08/2030 |
|
86,707 |
|
|
85,579 |
|
|
86,707 |
|
|
4.5 |
% |
| Global Music Rights, LLC(15)(16) |
|
First lien senior secured revolving loan |
|
SR + |
5.50% |
|
08/2029 |
|
— |
|
|
(78) |
|
|
— |
|
|
— |
% |
| Monotype Imaging Holdings Inc.(7) |
|
First lien senior secured loan |
|
SR + |
5.50% |
|
02/2031 |
|
36,220 |
|
|
35,965 |
|
|
36,039 |
|
|
1.9 |
% |
| Monotype Imaging Holdings Inc.(15)(16)(17) |
|
First lien senior secured delayed draw term loan |
|
SR + |
5.50% |
|
02/2026 |
|
— |
|
|
(10) |
|
|
— |
|
|
— |
% |
| Monotype Imaging Holdings Inc.(15)(16) |
|
First lien senior secured revolving loan |
|
SR + |
5.50% |
|
02/2030 |
|
— |
|
|
(31) |
|
|
(23) |
|
|
— |
% |
|
|
|
|
|
|
|
|
|
|
|
160,038 |
|
|
161,624 |
|
|
8.4 |
% |
| Aerospace and defense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Peraton Corp.(7)(19) |
|
Second lien senior secured loan |
|
SR + |
7.75% |
|
02/2029 |
|
14,494 |
|
|
14,353 |
|
|
13,571 |
|
|
0.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
14,353 |
|
|
13,571 |
|
|
0.7 |
% |
| Asset based lending and fund finance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Hg Genesis 8 Sumoco Limited(10)(18) |
|
Unsecured facility |
|
SA + |
7.00% PIK |
|
09/2027 |
|
£ |
4,980 |
|
|
6,417 |
|
|
6,679 |
|
|
0.3 |
% |
| Hg Genesis 9 Sumoco Limited(11)(18) |
|
Unsecured facility |
|
E + |
7.00% PIK |
|
03/2027 |
|
€ |
1,142 |
|
|
1,252 |
|
|
1,275 |
|
|
0.1 |
% |
| Hg Saturn LuchaCo Limited(10)(18) |
|
Unsecured facility |
|
SA + |
7.50% PIK |
|
03/2026 |
|
£ |
8,161 |
|
|
10,414 |
|
|
10,947 |
|
|
0.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
18,083 |
|
|
18,901 |
|
|
1.0 |
% |
Blue Owl Capital Corporation III
Consolidated Schedule of Investments
as of September 30, 2024
(Amounts in thousands, except share amounts)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Company(1)(2)(5)(20)(25) |
|
Investment |
|
Interest |
|
Maturity Date |
|
Par / Units |
|
Amortized Cost(3)(4) |
|
Fair Value |
|
Percentage of Net Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Automotive services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Spotless Brands, LLC(7) |
|
First lien senior secured loan |
|
SR + |
5.75% |
|
07/2028 |
|
47,633 |
|
|
46,966 |
|
|
47,514 |
|
|
2.5 |
% |
| Spotless Brands, LLC(6)(15) |
|
First lien senior secured revolving loan |
|
SR + |
5.75% |
|
07/2028 |
|
783 |
|
|
766 |
|
|
780 |
|
|
— |
% |
|
|
|
|
|
|
|
|
|
|
|
47,732 |
|
|
48,294 |
|
|
2.5 |
% |
| Buildings and real estate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Associations, Inc.(7) |
|
First lien senior secured loan |
|
SR + |
6.50% |
|
07/2028 |
|
95,221 |
|
|
95,130 |
|
|
95,222 |
|
|
4.9 |
% |
| Associations, Inc.(15)(16)(17) |
|
First lien senior secured delayed draw term loan |
|
SR + |
6.50% |
|
07/2028 |
|
— |
|
|
(7) |
|
|
— |
|
|
— |
% |
| Associations, Inc.(15)(16) |
|
First lien senior secured revolving loan |
|
SR + |
6.50% |
|
07/2028 |
|
— |
|
|
(5) |
|
|
— |
|
|
— |
% |
| Associations Finance, Inc.(24) |
|
Unsecured notes |
|
|
14.25% PIK |
|
05/2030 |
|
36,974 |
|
|
36,714 |
|
|
36,974 |
|
|
1.9 |
% |
| RealPage, Inc.(6)(19) |
|
Second lien senior secured loan |
|
SR + |
6.50% |
|
04/2029 |
|
6,500 |
|
|
6,436 |
|
|
6,226 |
|
|
0.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
138,268 |
|
|
138,422 |
|
|
7.0 |
% |
| Business services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Aurelia Netherlands Midco 2 B.V.(12)(18) |
|
First lien senior secured EUR term loan |
|
E + |
5.75% |
|
05/2031 |
|
€ |
13,943 |
|
|
14,612 |
|
|
15,444 |
|
|
0.8 |
% |
| Denali Buyerco, LLC (dba Summit Companies)(7) |
|
First lien senior secured loan |
|
SR + |
5.50% |
|
09/2028 |
|
70,644 |
|
|
70,198 |
|
|
70,644 |
|
|
3.7 |
% |
| Denali Buyerco, LLC (dba Summit Companies)(15)(16) |
|
First lien senior secured revolving loan |
|
SR + |
5.50% |
|
09/2027 |
|
— |
|
|
(30) |
|
|
— |
|
|
— |
% |
| Diamondback Acquisition, Inc. (dba Sphera)(6) |
|
First lien senior secured loan |
|
SR + |
5.50% |
|
09/2028 |
|
46,509 |
|
|
45,915 |
|
|
46,043 |
|
|
2.4 |
% |
| DuraServ LLC(6) |
|
First lien senior secured loan |
|
SR + |
4.75% |
|
06/2031 |
|
23,464 |
|
|
23,351 |
|
|
23,347 |
|
|
1.2 |
% |
| DuraServ LLC(6)(15)(17) |
|
First lien senior secured delayed draw term loan |
|
SR + |
4.75% |
|
06/2026 |
|
603 |
|
|
579 |
|
|
578 |
|
|
— |
% |
| DuraServ LLC(15)(16) |
|
First lien senior secured revolving loan |
|
SR + |
4.75% |
|
06/2030 |
|
— |
|
|
(21) |
|
|
(22) |
|
|
— |
% |
| Fullsteam Operations, LLC(7) |
|
First lien senior secured loan |
|
SR + |
8.25% |
|
11/2029 |
|
3,310 |
|
|
3,220 |
|
|
3,310 |
|
|
0.2 |
% |
| Fullsteam Operations, LLC(7)(15)(17) |
|
First lien senior secured delayed draw term loan |
|
SR + |
8.25% |
|
05/2025 |
|
990 |
|
|
963 |
|
|
990 |
|
|
0.1 |
% |
Blue Owl Capital Corporation III
Consolidated Schedule of Investments
as of September 30, 2024
(Amounts in thousands, except share amounts)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Company(1)(2)(5)(20)(25) |
|
Investment |
|
Interest |
|
Maturity Date |
|
Par / Units |
|
Amortized Cost(3)(4) |
|
Fair Value |
|
Percentage of Net Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Fullsteam Operations, LLC(7)(15)(17) |
|
First lien senior secured delayed draw term loan |
|
SR + |
8.25% |
|
11/2025 |
|
428 |
|
|
415 |
|
|
428 |
|
|
— |
% |
| Fullsteam Operations, LLC(15)(16)(17) |
|
First lien senior secured delayed draw term loan |
|
SR + |
7.00% |
|
08/2025 |
|
— |
|
|
(12) |
|
|
(5) |
|
|
— |
% |
| Fullsteam Operations, LLC(15)(16)(17) |
|
First lien senior secured delayed draw term loan |
|
SR + |
7.00% |
|
02/2026 |
|
— |
|
|
(3) |
|
|
(1) |
|
|
— |
% |
| Fullsteam Operations, LLC(15)(16) |
|
First lien senior secured revolving loan |
|
SR + |
8.25% |
|
11/2029 |
|
— |
|
|
(4) |
|
|
— |
|
|
— |
% |
| Gainsight, Inc.(7) |
|
First lien senior secured loan |
|
SR + |
6.75% PIK |
|
07/2027 |
|
6,788 |
|
|
6,740 |
|
|
6,788 |
|
|
0.4 |
% |
| Gainsight, Inc.(7)(15) |
|
First lien senior secured revolving loan |
|
SR + |
6.75% PIK |
|
07/2027 |
|
487 |
|
|
480 |
|
|
487 |
|
|
— |
% |
| Hercules Borrower, LLC (dba The Vincit Group)(7) |
|
First lien senior secured loan |
|
SR + |
5.50% |
|
12/2026 |
|
35,700 |
|
|
35,700 |
|
|
35,700 |
|
|
1.9 |
% |
| Hercules Borrower, LLC (dba The Vincit Group)(7) |
|
First lien senior secured loan |
|
SR + |
5.50% |
|
12/2026 |
|
2,741 |
|
|
2,728 |
|
|
2,741 |
|
|
0.1 |
% |
| Hercules Borrower, LLC (dba The Vincit Group)(15)(16) |
|
First lien senior secured revolving loan |
|
SR + |
5.50% |
|
12/2026 |
|
— |
|
|
(24) |
|
|
— |
|
|
— |
% |
| Hercules Buyer, LLC (dba The Vincit Group)(21)(24) |
|
Unsecured notes |
|
|
0.48% PIK |
|
12/2029 |
|
1,065 |
|
|
1,065 |
|
|
1,302 |
|
|
— |
% |
| Kaseya Inc.(7) |
|
First lien senior secured loan |
|
SR + |
5.50% |
|
06/2029 |
|
8,209 |
|
|
8,090 |
|
|
8,209 |
|
|
0.4 |
% |
| Kaseya Inc.(7)(15)(17) |
|
First lien senior secured delayed draw term loan |
|
SR + |
5.50% |
|
06/2025 |
|
95 |
|
|
91 |
|
|
95 |
|
|
— |
% |
| Kaseya Inc.(6)(15) |
|
First lien senior secured revolving loan |
|
SR + |
5.50% |
|
06/2029 |
|
123 |
|
|
116 |
|
|
123 |
|
|
— |
% |
| KPSKY Acquisition, Inc. (dba BluSky)(7) |
|
First lien senior secured loan |
|
SR + |
5.50% |
|
10/2028 |
|
38,811 |
|
|
38,309 |
|
|
35,609 |
|
|
1.9 |
% |
| KPSKY Acquisition, Inc. (dba BluSky)(7)(15)(17) |
|
First lien senior secured delayed draw term loan |
|
SR + |
5.75% |
|
11/2025 |
|
28 |
|
|
8 |
|
|
(113) |
|
|
— |
% |
| Pye-Barker Fire & Safety, LLC(7) |
|
First lien senior secured loan |
|
SR + |
4.50% |
|
05/2031 |
|
20,029 |
|
|
19,932 |
|
|
19,929 |
|
|
1.0 |
% |
| Pye-Barker Fire & Safety, LLC(7)(15)(17) |
|
First lien senior secured delayed draw term loan |
|
SR + |
4.50% |
|
05/2026 |
|
1,103 |
|
|
1,055 |
|
|
1,052 |
|
|
0.1 |
% |
| Pye-Barker Fire & Safety, LLC(7)(15) |
|
First lien senior secured revolving loan |
|
SR + |
4.50% |
|
05/2030 |
|
483 |
|
|
465 |
|
|
464 |
|
|
— |
% |
|
|
|
|
|
|
|
|
|
|
|
273,938 |
|
|
273,142 |
|
|
14.2 |
% |
Blue Owl Capital Corporation III
Consolidated Schedule of Investments
as of September 30, 2024
(Amounts in thousands, except share amounts)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Company(1)(2)(5)(20)(25) |
|
Investment |
|
Interest |
|
Maturity Date |
|
Par / Units |
|
Amortized Cost(3)(4) |
|
Fair Value |
|
Percentage of Net Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Chemicals |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Advancion Holdings, LLC (fka Aruba Investments Holdings, LLC)(6) |
|
Second lien senior secured loan |
|
SR + |
7.75% |
|
11/2028 |
|
6,500 |
|
|
6,441 |
|
|
6,159 |
|
|
0.3 |
% |
| DCG ACQUISITION CORP. (dba DuBois Chemical)(6) |
|
First lien senior secured loan |
|
SR + |
4.75% |
|
06/2031 |
|
16,986 |
|
|
16,821 |
|
|
16,816 |
|
|
0.8 |
% |
| DCG ACQUISITION CORP. (dba DuBois Chemical)(15)(16)(17) |
|
First lien senior secured delayed draw term loan |
|
SR + |
4.75% |
|
06/2026 |
|
— |
|
|
(14) |
|
|
(14) |
|
|
— |
% |
| DCG ACQUISITION CORP. (dba DuBois Chemical)(15)(16) |
|
First lien senior secured revolving loan |
|
SR + |
4.75% |
|
06/2031 |
|
— |
|
|
(27) |
|
|
(28) |
|
|
— |
% |
| Gaylord Chemical Company, L.L.C.(7) |
|
First lien senior secured loan |
|
SR + |
5.25% |
|
03/2027 |
|
62,666 |
|
|
62,515 |
|
|
62,666 |
|
|
3.3 |
% |
| Gaylord Chemical Company, L.L.C.(7)(15) |
|
First lien senior secured revolving loan |
|
SR + |
5.25% |
|
03/2026 |
|
3,337 |
|
|
3,328 |
|
|
3,337 |
|
|
0.2 |
% |
| Rocket BidCo, Inc. (dba Recochem)(7)(18) |
|
First lien senior secured loan |
|
SR + |
5.75% |
|
11/2030 |
|
62,000 |
|
|
60,800 |
|
|
61,070 |
|
|
3.2 |
% |
| Velocity HoldCo III Inc. (dba VelocityEHS)(7) |
|
First lien senior secured loan |
|
SR + |
5.75% |
|
04/2027 |
|
5,933 |
|
|
5,867 |
|
|
5,933 |
|
|
0.3 |
% |
| Velocity HoldCo III Inc. (dba VelocityEHS)(15)(16) |
|
First lien senior secured revolving loan |
|
SR + |
5.75% |
|
04/2026 |
|
— |
|
|
(3) |
|
|
— |
|
|
— |
% |
|
|
|
|
|
|
|
|
|
|
|
155,728 |
|
|
155,939 |
|
|
8.1 |
% |
| Consumer products |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Conair Holdings LLC(6)(19) |
|
First lien senior secured loan |
|
SR + |
3.75% |
|
05/2028 |
|
12,571 |
|
|
12,474 |
|
|
11,477 |
|
|
0.5 |
% |
| ConAir Holdings LLC(6) |
|
Second lien senior secured loan |
|
SR + |
7.50% |
|
05/2029 |
|
31,280 |
|
|
30,937 |
|
|
29,247 |
|
|
1.4 |
% |
| Foundation Consumer Brands, LLC(7) |
|
First lien senior secured loan |
|
SR + |
6.25% |
|
02/2027 |
|
7,644 |
|
|
7,549 |
|
|
7,644 |
|
|
0.4 |
% |
| Lignetics Investment Corp.(7) |
|
First lien senior secured loan |
|
SR + |
6.00% |
|
11/2027 |
|
64,313 |
|
|
63,814 |
|
|
64,313 |
|
|
3.3 |
% |
| Lignetics Investment Corp.(7)(15) |
|
First lien senior secured revolving loan |
|
SR + |
6.00% |
|
10/2026 |
|
7,265 |
|
|
7,225 |
|
|
7,265 |
|
|
0.4 |
% |
| SWK BUYER, Inc. (dba Stonewall Kitchen)(7) |
|
First lien senior secured loan |
|
SR + |
5.25% |
|
03/2029 |
|
737 |
|
|
727 |
|
|
713 |
|
|
— |
% |
| SWK BUYER, Inc. (dba Stonewall Kitchen)(7)(15) |
|
First lien senior secured revolving loan |
|
SR + |
5.25% |
|
03/2029 |
|
25 |
|
|
24 |
|
|
22 |
|
|
— |
% |
|
|
|
|
|
|
|
|
|
|
|
122,750 |
|
|
120,681 |
|
|
6.0 |
% |
Blue Owl Capital Corporation III
Consolidated Schedule of Investments
as of September 30, 2024
(Amounts in thousands, except share amounts)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Company(1)(2)(5)(20)(25) |
|
Investment |
|
Interest |
|
Maturity Date |
|
Par / Units |
|
Amortized Cost(3)(4) |
|
Fair Value |
|
Percentage of Net Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Containers and packaging |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Arctic Holdco, LLC (dba Novvia Group)(6) |
|
First lien senior secured loan |
|
SR + |
6.00% |
|
12/2026 |
|
3,176 |
|
|
3,128 |
|
|
3,152 |
|
|
0.2 |
% |
| Arctic Holdco, LLC (dba Novvia Group)(6)(15)(17) |
|
First lien senior secured delayed draw term loan |
|
SR + |
6.00% |
|
12/2024 |
|
1,713 |
|
|
1,680 |
|
|
1,696 |
|
|
0.1 |
% |
| Ascend Buyer, LLC (dba PPC Flexible Packaging)(7) |
|
First lien senior secured loan |
|
SR + |
5.75% |
|
09/2028 |
|
63,525 |
|
|
62,990 |
|
|
63,525 |
|
|
3.3 |
% |
| Ascend Buyer, LLC (dba PPC Flexible Packaging)(7)(15) |
|
First lien senior secured revolving loan |
|
SR + |
5.75% |
|
09/2027 |
|
1,702 |
|
|
1,676 |
|
|
1,702 |
|
|
0.1 |
% |
| Fortis Solutions Group, LLC(7) |
|
First lien senior secured loan |
|
SR + |
5.50% |
|
10/2028 |
|
31,009 |
|
|
30,607 |
|
|
30,622 |
|
|
1.6 |
% |
| Fortis Solutions Group, LLC(7)(15) |
|
First lien senior secured revolving loan |
|
SR + |
5.50% |
|
10/2027 |
|
840 |
|
|
808 |
|
|
800 |
|
|
— |
% |
| Indigo Buyer, Inc. (dba Inovar Packaging Group)(7) |
|
First lien senior secured loan |
|
SR + |
6.25% |
|
05/2028 |
|
881 |
|
|
875 |
|
|
881 |
|
|
— |
% |
| Indigo Buyer, Inc. (dba Inovar Packaging Group)(15)(16) |
|
First lien senior secured revolving loan |
|
SR + |
6.25% |
|
05/2028 |
|
— |
|
|
(1) |
|
|
— |
|
|
— |
% |
| Indigo Buyer, Inc. (dba Inovar Packaging Group)(7) |
|
First lien senior secured loan |
|
SR + |
5.25% |
|
05/2028 |
|
3,488 |
|
|
3,463 |
|
|
3,462 |
|
|
0.2 |
% |
| Indigo Buyer, Inc. (dba Inovar Packaging Group)(15)(16)(17) |
|
First lien senior secured delayed draw term loan |
|
SR + |
5.25% |
|
07/2026 |
|
— |
|
|
(13) |
|
|
(13) |
|
|
— |
% |
| Pregis Topco LLC(6) |
|
Second lien senior secured loan |
|
SR + |
6.75% |
|
08/2029 |
|
30,000 |
|
|
30,000 |
|
|
30,000 |
|
|
1.6 |
% |
| Pregis Topco LLC(6) |
|
Second lien senior secured loan |
|
SR + |
7.75% |
|
08/2029 |
|
2,500 |
|
|
2,500 |
|
|
2,500 |
|
|
0.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
137,713 |
|
|
138,327 |
|
|
7.2 |
% |
| Distribution |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ABB/Con-cise Optical Group LLC(7) |
|
First lien senior secured loan |
|
SR + |
7.50% |
|
02/2028 |
|
850 |
|
|
842 |
|
|
829 |
|
|
— |
% |
| BradyPLUS Holdings, LLC (f/k/a BradyIFS Holdings, LLC)(7) |
|
First lien senior secured loan |
|
SR + |
6.00% |
|
10/2029 |
|
49,732 |
|
|
49,292 |
|
|
49,732 |
|
|
2.6 |
% |
| BradyPLUS Holdings, LLC (f/k/a BradyIFS Holdings, LLC)(7)(15)(17) |
|
First lien senior secured delayed draw term loan |
|
SR + |
6.00% |
|
10/2025 |
|
3,921 |
|
|
3,863 |
|
|
3,921 |
|
|
0.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Blue Owl Capital Corporation III
Consolidated Schedule of Investments
as of September 30, 2024
(Amounts in thousands, except share amounts)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Company(1)(2)(5)(20)(25) |
|
Investment |
|
Interest |
|
Maturity Date |
|
Par / Units |
|
Amortized Cost(3)(4) |
|
Fair Value |
|
Percentage of Net Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Endries Acquisition, Inc.(6) |
|
First lien senior secured loan |
|
SR + |
5.25% |
|
12/2028 |
|
18,472 |
|
|
18,351 |
|
|
18,333 |
|
|
1.0 |
% |
| Endries Acquisition, Inc.(6) |
|
First lien senior secured delayed draw term loan |
|
SR + |
5.25% |
|
12/2028 |
|
3,879 |
|
|
3,855 |
|
|
3,850 |
|
|
0.2 |
% |
| Endries Acquisition, Inc.(15)(16)(17) |
|
First lien senior secured delayed draw term loan |
|
SR + |
5.25% |
|
12/2025 |
|
— |
|
|
(11) |
|
|
(13) |
|
|
— |
% |
|
|
|
|
|
|
|
|
|
|
|
76,192 |
|
|
76,652 |
|
|
4.0 |
% |
| Education |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Pluralsight, LLC(7) |
|
First lien senior secured loan |
|
SR + |
4.50% (1.50% PIK) |
|
08/2029 |
|
3,929 |
|
|
3,929 |
|
|
3,929 |
|
|
0.2 |
% |
| Pluralsight, LLC(7) |
|
First lien senior secured loan |
|
SR + |
7.50% PIK |
|
08/2029 |
|
3,929 |
|
|
3,929 |
|
|
3,929 |
|
|
0.2 |
% |
| Pluralsight, LLC(15)(17) |
|
First lien senior secured delayed draw term loan |
|
SR + |
4.50% |
|
08/2029 |
|
— |
|
|
— |
|
|
— |
|
|
— |
% |
| Pluralsight, LLC(15) |
|
First lien senior secured revolving loan |
|
SR + |
4.50% |
|
08/2029 |
|
— |
|
|
— |
|
|
— |
|
|
— |
% |
|
|
|
|
|
|
|
|
|
|
|
7,858 |
|
|
7,858 |
|
|
0.4 |
% |
| Energy equipment and services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Dresser Utility Solutions, LLC(6) |
|
First lien senior secured loan |
|
SR + |
5.50% |
|
03/2029 |
|
17,969 |
|
|
17,806 |
|
|
17,880 |
|
|
0.9 |
% |
| Dresser Utility Solutions, LLC(15)(16) |
|
First lien senior secured revolving loan |
|
SR + |
5.50% |
|
03/2029 |
|
— |
|
|
(20) |
|
|
(11) |
|
|
— |
% |
|
|
|
|
|
|
|
|
|
|
|
17,786 |
|
|
17,869 |
|
|
0.9 |
% |
| Financial services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Baker Tilly Advisory Group, L.P.(6) |
|
First lien senior secured loan |
|
SR + |
5.00% |
|
06/2031 |
|
18,546 |
|
|
18,283 |
|
|
18,268 |
|
|
1.0 |
% |
| Baker Tilly Advisory Group, L.P.(15)(16)(17) |
|
First lien senior secured delayed draw term loan |
|
SR + |
5.00% |
|
06/2026 |
|
— |
|
|
(25) |
|
|
(21) |
|
|
— |
% |
| Baker Tilly Advisory Group, L.P.(15)(16) |
|
First lien senior secured revolving loan |
|
SR + |
5.00% |
|
06/2030 |
|
— |
|
|
(55) |
|
|
(59) |
|
|
— |
% |
| Blackhawk Network Holdings, Inc.(6)(19) |
|
First lien senior secured loan |
|
SR + |
5.00% |
|
03/2029 |
|
14,963 |
|
|
14,680 |
|
|
15,018 |
|
|
0.8 |
% |
| Cresset Capital Management, LLC(6) |
|
First lien senior secured loan |
|
SR + |
5.00% |
|
06/2030 |
|
7,816 |
|
|
7,741 |
|
|
7,738 |
|
|
0.4 |
% |
| Cresset Capital Management, LLC(15)(16) |
|
First lien senior secured revolving loan |
|
SR + |
5.00% |
|
06/2029 |
|
— |
|
|
(10) |
|
|
(11) |
|
|
— |
% |
Blue Owl Capital Corporation III
Consolidated Schedule of Investments
as of September 30, 2024
(Amounts in thousands, except share amounts)
(Unaudited)
|
|
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|
|
| Company(1)(2)(5)(20)(25) |
|
Investment |
|
Interest |
|
Maturity Date |
|
Par / Units |
|
Amortized Cost(3)(4) |
|
Fair Value |
|
Percentage of Net Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Deerfield Dakota Holdings(7)(19) |
|
Second lien senior secured loan |
|
SR + |
6.75% |
|
04/2028 |
|
8,000 |
|
|
8,009 |
|
|
7,800 |
|
|
0.4 |
% |
| Finastra USA, Inc.(7)(18) |
|
First lien senior secured loan |
|
SR + |
7.25% |
|
09/2029 |
|
11,954 |
|
|
11,834 |
|
|
11,954 |
|
|
0.6 |
% |
| Finastra USA, Inc.(7)(15)(18) |
|
First lien senior secured revolving loan |
|
SR + |
7.25% |
|
09/2029 |
|
577 |
|
|
565 |
|
|
577 |
|
|
— |
% |
| KRIV Acquisition Inc. (dba Riveron)(6) |
|
First lien senior secured loan |
|
SR + |
6.25% |
|
07/2029 |
|
1,503 |
|
|
1,465 |
|
|
1,503 |
|
|
0.1 |
% |
| KRIV Acquisition Inc. (dba Riveron)(7) |
|
First lien senior secured delayed draw term loan |
|
SR + |
6.25% |
|
07/2029 |
|
225 |
|
|
219 |
|
|
225 |
|
|
— |
% |
| KRIV Acquisition Inc. (dba Riveron)(15)(16) |
|
First lien senior secured revolving loan |
|
SR + |
6.25% |
|
07/2029 |
|
— |
|
|
(6) |
|
|
— |
|
|
— |
% |
| Minotaur Acquisition, Inc. (dba Inspira Financial)(6) |
|
First lien senior secured loan |
|
SR + |
5.00% |
|
06/2030 |
|
47,152 |
|
|
46,701 |
|
|
46,680 |
|
|
2.4 |
% |
| Minotaur Acquisition, Inc. (dba Inspira Financial)(6) |
|
First lien senior secured delayed draw term loan |
|
SR + |
5.00% |
|
06/2030 |
|
7,859 |
|
|
7,745 |
|
|
7,741 |
|
|
0.4 |
% |
| Minotaur Acquisition, Inc. (dba Inspira Financial)(15)(16)(17) |
|
First lien senior secured delayed draw term loan |
|
SR + |
5.00% |
|
05/2026 |
|
— |
|
|
(37) |
|
|
(39) |
|
|
— |
% |
| Minotaur Acquisition, Inc. (dba Inspira Financial)(15)(16) |
|
First lien senior secured revolving loan |
|
SR + |
5.00% |
|
06/2030 |
|
— |
|
|
(45) |
|
|
(48) |
|
|
— |
% |
| NMI Acquisitionco, Inc. (dba Network Merchants)(6) |
|
First lien senior secured loan |
|
SR + |
5.00% |
|
09/2028 |
|
12,210 |
|
|
12,160 |
|
|
12,209 |
|
|
0.7 |
% |
| NMI Acquisitionco, Inc. (dba Network Merchants)(15)(16) |
|
First lien senior secured revolving loan |
|
SR + |
5.00% |
|
09/2028 |
|
— |
|
|
(2) |
|
|
— |
|
|
— |
% |
| Smarsh Inc.(7) |
|
First lien senior secured loan |
|
SR + |
5.75% |
|
02/2029 |
|
762 |
|
|
757 |
|
|
762 |
|
|
— |
% |
| Smarsh Inc.(7)(15)(17) |
|
First lien senior secured delayed draw term loan |
|
SR + |
5.75% |
|
02/2025 |
|
95 |
|
|
94 |
|
|
95 |
|
|
— |
% |
| Smarsh Inc.(15) |
|
First lien senior secured revolving loan |
|
SR + |
5.75% |
|
02/2029 |
|
— |
|
|
— |
|
|
— |
|
|
— |
% |
|
|
|
|
|
|
|
|
|
|
|
130,073 |
|
|
130,392 |
|
|
6.8 |
% |
| Food and beverage |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Balrog Acquisition, Inc. (dba BakeMark)(6) |
|
Second lien senior secured loan |
|
SR + |
7.00% |
|
09/2029 |
|
6,000 |
|
|
5,964 |
|
|
6,000 |
|
|
0.3 |
% |
| Blast Bidco Inc. (dba Bazooka Candy Brands)(7) |
|
First lien senior secured loan |
|
SR + |
6.00% |
|
10/2030 |
|
8,465 |
|
|
8,274 |
|
|
8,465 |
|
|
0.4 |
% |
Blue Owl Capital Corporation III
Consolidated Schedule of Investments
as of September 30, 2024
(Amounts in thousands, except share amounts)
(Unaudited)
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Company(1)(2)(5)(20)(25) |
|
Investment |
|
Interest |
|
Maturity Date |
|
Par / Units |
|
Amortized Cost(3)(4) |
|
Fair Value |
|
Percentage of Net Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Blast Bidco Inc. (dba Bazooka Candy Brands)(15)(16) |
|
First lien senior secured revolving loan |
|
SR + |
6.00% |
|
10/2029 |
|
— |
|
|
(21) |
|
|
— |
|
|
— |
% |
| BP Veraison Buyer, LLC (dba Sun World)(7) |
|
First lien senior secured loan |
|
SR + |
5.50% |
|
05/2029 |
|
34,605 |
|
|
34,388 |
|
|
34,484 |
|
|
1.8 |
% |
| BP Veraison Buyer, LLC (dba Sun World)(6) |
|
First lien senior secured loan |
|
SR + |
5.50% |
|
05/2029 |
|
12,486 |
|
|
12,365 |
|
|
12,443 |
|
|
0.7 |
% |
| BP Veraison Buyer, LLC (dba Sun World)(15)(16) |
|
First lien senior secured revolving loan |
|
SR + |
5.50% |
|
05/2029 |
|
— |
|
|
(71) |
|
|
(33) |
|
|
— |
% |
| Eagle Family Foods Group LLC(7) |
|
First lien senior secured loan |
|
SR + |
5.00% |
|
08/2030 |
|
1,018 |
|
|
1,008 |
|
|
1,012 |
|
|
0.1 |
% |
| Eagle Family Foods Group LLC(7)(15) |
|
First lien senior secured revolving loan |
|
SR + |
5.00% |
|
08/2030 |
|
15 |
|
|
14 |
|
|
15 |
|
|
— |
% |
| Fiesta Purchaser, Inc. (dba Shearer's Foods)(7)(15) |
|
First lien senior secured revolving loan |
|
SR + |
4.50% |
|
02/2029 |
|
129 |
|
|
17 |
|
|
127 |
|
|
— |
% |
| Gehl Foods, LLC(8) |
|
First lien senior secured loan |
|
SR + |
6.25% |
|
06/2030 |
|
22,016 |
|
|
21,803 |
|
|
21,796 |
|
|
1.1 |
% |
| Gehl Foods, LLC(15)(16)(17) |
|
First lien senior secured delayed draw term loan |
|
SR + |
6.25% |
|
12/2025 |
|
— |
|
|
(8) |
|
|
(8) |
|
|
— |
% |
| Hissho Parent, LLC(7) |
|
First lien senior secured loan |
|
SR + |
5.00% |
|
05/2029 |
|
5,599 |
|
|
5,570 |
|
|
5,599 |
|
|
0.2 |
% |
| Innovation Ventures HoldCo, LLC (dba 5 Hour Energy)(6) |
|
First lien senior secured loan |
|
SR + |
6.25% |
|
03/2027 |
|
28,488 |
|
|
28,204 |
|
|
28,061 |
|
|
1.5 |
% |
| KBP Brands, LLC(7) |
|
First lien senior secured loan |
|
SR + |
6.00% (0.50% PIK) |
|
05/2027 |
|
1,090 |
|
|
1,081 |
|
|
1,076 |
|
|
— |
% |
| Rushmore Investment III LLC (dba Winland Foods)(7) |
|
First lien senior secured loan |
|
SR + |
6.25% |
|
10/2030 |
|
79,817 |
|
|
78,681 |
|
|
79,817 |
|
|
4.2 |
% |
| The Better Being Co., LLC (fka Nutraceutical International Corporation)(6) |
|
First lien senior secured loan |
|
SR + |
7.50% (3.75% PIK) |
|
09/2026 |
|
11,105 |
|
|
11,047 |
|
|
10,994 |
|
|
0.6 |
% |
| The Better Being Co., LLC (fka Nutraceutical International Corporation)(15)(16) |
|
First lien senior secured revolving loan |
|
SR + |
7.50% |
|
09/2026 |
|
— |
|
|
(2) |
|
|
(7) |
|
|
— |
% |
| The Better Being Co., LLC (fka Nutraceutical International Corporation)(6) |
|
First lien senior secured revolving loan |
|
SR + |
7.50% (3.75% PIK) |
|
09/2026 |
|
46 |
|
|
46 |
|
|
46 |
|
|
— |
% |
| Ultimate Baked Goods Midco, LLC(7) |
|
First lien senior secured loan |
|
SR + |
6.25% |
|
08/2027 |
|
16,046 |
|
|
15,826 |
|
|
16,046 |
|
|
0.8 |
% |
Blue Owl Capital Corporation III
Consolidated Schedule of Investments
as of September 30, 2024
(Amounts in thousands, except share amounts)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Company(1)(2)(5)(20)(25) |
|
Investment |
|
Interest |
|
Maturity Date |
|
Par / Units |
|
Amortized Cost(3)(4) |
|
Fair Value |
|
Percentage of Net Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Ultimate Baked Goods Midco, LLC(7)(15) |
|
First lien senior secured revolving loan |
|
SR + |
6.25% |
|
08/2027 |
|
700 |
|
|
676 |
|
|
700 |
|
|
— |
% |
|
|
|
|
|
|
|
|
|
|
|
224,862 |
|
|
226,633 |
|
|
11.7 |
% |
| Healthcare equipment and services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Bamboo US BidCo LLC(7) |
|
First lien senior secured loan |
|
SR + |
6.75% (3.38% PIK) |
|
09/2030 |
|
2,507 |
|
|
2,441 |
|
|
2,507 |
|
|
0.1 |
% |
| Bamboo US BidCo LLC(11) |
|
First lien senior secured EUR term loan |
|
E + |
6.75% (3.38% PIK) |
|
09/2030 |
|
€ |
1,560 |
|
|
1,609 |
|
|
1,741 |
|
|
0.1 |
% |
| Bamboo US BidCo LLC(7)(15)(17) |
|
First lien senior secured delayed draw term loan |
|
SR + |
6.75% (3.38% PIK) |
|
03/2025 |
|
186 |
|
|
178 |
|
|
186 |
|
|
— |
% |
| Bamboo US BidCo LLC(15)(16) |
|
First lien senior secured revolving loan |
|
SR + |
6.00% |
|
10/2029 |
|
— |
|
|
(13) |
|
|
— |
|
|
— |
% |
| CSC MKG Topco LLC (dba Medical Knowledge Group)(6) |
|
First lien senior secured loan |
|
SR + |
5.75% |
|
02/2029 |
|
835 |
|
|
823 |
|
|
826 |
|
|
— |
% |
| CSC MKG Topco LLC (dba Medical Knowledge Group)(6) |
|
First lien senior secured loan |
|
SR + |
5.75% |
|
02/2029 |
|
2,933 |
|
|
2,862 |
|
|
2,903 |
|
|
0.2 |
% |
| Nelipak Holding Company(7) |
|
First lien senior secured loan |
|
SR + |
5.50% |
|
03/2031 |
|
6,279 |
|
|
6,199 |
|
|
6,184 |
|
|
0.3 |
% |
| Nelipak Holding Company(15)(16)(17) |
|
First lien senior secured delayed draw term loan |
|
SR + |
5.50% |
|
03/2027 |
|
— |
|
|
(17) |
|
|
(18) |
|
|
— |
% |
| Nelipak Holding Company(6)(15) |
|
First lien senior secured revolving loan |
|
SR + |
5.50% |
|
03/2031 |
|
689 |
|
|
664 |
|
|
662 |
|
|
— |
% |
| NELIPAK EUROPEAN HOLDINGS COÖPERATIEF U.A.(11) |
|
First lien senior secured EUR term loan |
|
E + |
5.50% |
|
03/2031 |
|
€ |
11,497 |
|
|
12,273 |
|
|
12,639 |
|
|
0.7 |
% |
| NELIPAK EUROPEAN HOLDINGS COÖPERATIEF U.A.(15)(16)(17) |
|
First lien senior secured EUR delayed draw term loan |
|
E + |
5.50% |
|
03/2027 |
|
€ |
— |
|
|
(33) |
|
|
(37) |
|
|
— |
% |
| NELIPAK EUROPEAN HOLDINGS COÖPERATIEF U.A.(15)(16) |
|
First lien senior secured EUR revolving loan |
|
E + |
5.50% |
|
03/2031 |
|
€ |
— |
|
|
(12) |
|
|
(14) |
|
|
— |
% |
Blue Owl Capital Corporation III
Consolidated Schedule of Investments
as of September 30, 2024
(Amounts in thousands, except share amounts)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Company(1)(2)(5)(20)(25) |
|
Investment |
|
Interest |
|
Maturity Date |
|
Par / Units |
|
Amortized Cost(3)(4) |
|
Fair Value |
|
Percentage of Net Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Patriot Acquisition TopCo S.A.R.L (dba Corza Health, Inc.)(7)(18) |
|
First lien senior secured loan |
|
SR + |
5.25% |
|
01/2028 |
|
33,680 |
|
|
33,380 |
|
|
33,680 |
|
|
1.8 |
% |
| Patriot Acquisition TopCo S.A.R.L (dba Corza Health, Inc.)(15)(16)(18) |
|
First lien senior secured revolving loan |
|
SR + |
5.25% |
|
01/2028 |
|
— |
|
|
(15) |
|
|
— |
|
|
— |
% |
| Rhea Parent, Inc.(7) |
|
First lien senior secured loan |
|
SR + |
5.50% |
|
02/2029 |
|
756 |
|
|
746 |
|
|
756 |
|
|
— |
% |
|
|
|
|
|
|
|
|
|
|
|
61,085 |
|
|
62,015 |
|
|
3.2 |
% |
| Healthcare providers and services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Allied Benefit Systems Intermediate LLC(6) |
|
First lien senior secured loan |
|
SR + |
5.25% |
|
10/2030 |
|
5,047 |
|
|
4,978 |
|
|
5,022 |
|
|
0.3 |
% |
| Allied Benefit Systems Intermediate LLC(6) |
|
First lien senior secured delayed draw term loan |
|
SR + |
5.25% |
|
10/2030 |
|
926 |
|
|
913 |
|
|
921 |
|
|
— |
% |
| Belmont Buyer, Inc. (dba Valenz)(7) |
|
First lien senior secured loan |
|
SR + |
6.50% |
|
06/2029 |
|
3,646 |
|
|
3,584 |
|
|
3,646 |
|
|
0.2 |
% |
| Belmont Buyer, Inc. (dba Valenz)(7) |
|
First lien senior secured loan |
|
SR + |
5.25% |
|
06/2029 |
|
2,830 |
|
|
2,810 |
|
|
2,809 |
|
|
0.1 |
% |
| Belmont Buyer, Inc. (dba Valenz)(8) |
|
First lien senior secured delayed draw term loan |
|
SR + |
6.50% |
|
06/2029 |
|
865 |
|
|
849 |
|
|
865 |
|
|
— |
% |
| Belmont Buyer, Inc. (dba Valenz)(15)(16)(17) |
|
First lien senior secured delayed draw term loan |
|
SR + |
5.25% |
|
01/2026 |
|
— |
|
|
(3) |
|
|
(3) |
|
|
— |
% |
| Belmont Buyer, Inc. (dba Valenz)(15)(16) |
|
First lien senior secured revolving loan |
|
SR + |
6.50% |
|
06/2029 |
|
— |
|
|
(7) |
|
|
— |
|
|
— |
% |
| Confluent Health, LLC(6) |
|
First lien senior secured loan |
|
SR + |
5.00% |
|
11/2028 |
|
4,975 |
|
|
4,842 |
|
|
4,938 |
|
|
0.3 |
% |
| Covetrus, Inc.(7) |
|
Second lien senior secured loan |
|
SR + |
9.25% |
|
10/2030 |
|
25,000 |
|
|
24,569 |
|
|
23,875 |
|
|
1.2 |
% |
| Diagnostic Services Holdings, Inc. (dba Rayus Radiology)(6) |
|
First lien senior secured loan |
|
SR + |
5.50% |
|
03/2025 |
|
2,483 |
|
|
2,483 |
|
|
2,483 |
|
|
0.1 |
% |
| Engage Debtco Limited(7)(18) |
|
First lien senior secured loan |
|
SR + |
6.00% (2.50% PIK) |
|
07/2029 |
|
1,026 |
|
|
1,007 |
|
|
1,000 |
|
|
0.1 |
% |
| Ex Vivo Parent Inc. (dba OB Hospitalist)(6) |
|
First lien senior secured loan |
|
SR + |
9.75% PIK |
|
09/2028 |
|
34,814 |
|
|
34,461 |
|
|
34,640 |
|
|
1.8 |
% |
| Maple Acquisition, LLC (dba Medicus)(7) |
|
First lien senior secured loan |
|
SR + |
5.25% |
|
05/2031 |
|
21,701 |
|
|
21,544 |
|
|
21,593 |
|
|
1.1 |
% |
| Maple Acquisition, LLC (dba Medicus)(15)(16)(17) |
|
First lien senior secured delayed draw term loan |
|
SR + |
5.25% |
|
05/2026 |
|
— |
|
|
(15) |
|
|
(10) |
|
|
— |
% |
Blue Owl Capital Corporation III
Consolidated Schedule of Investments
as of September 30, 2024
(Amounts in thousands, except share amounts)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Company(1)(2)(5)(20)(25) |
|
Investment |
|
Interest |
|
Maturity Date |
|
Par / Units |
|
Amortized Cost(3)(4) |
|
Fair Value |
|
Percentage of Net Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Maple Acquisition, LLC (dba Medicus)(15)(16) |
|
First lien senior secured revolving loan |
|
SR + |
5.25% |
|
05/2030 |
|
— |
|
|
(22) |
|
|
(15) |
|
|
— |
% |
| National Dentex Labs LLC (fka Barracuda Dental LLC)(7) |
|
First lien senior secured loan |
|
SR + |
8.00% (3.00% PIK) |
|
04/2026 |
|
18,214 |
|
|
18,131 |
|
|
15,210 |
|
|
0.8 |
% |
| National Dentex Labs LLC (fka Barracuda Dental LLC)(7)(15)(17) |
|
First lien senior secured delayed draw term loan |
|
SR + |
8.00% (3.00% PIK) |
|
04/2026 |
|
390 |
|
|
368 |
|
|
241 |
|
|
— |
% |
| National Dentex Labs LLC (fka Barracuda Dental LLC)(7)(15) |
|
First lien senior secured revolving loan |
|
SR + |
7.00% |
|
04/2026 |
|
1,257 |
|
|
1,248 |
|
|
999 |
|
|
0.1 |
% |
| KWOL Acquisition Inc. (dba Worldwide Clinical Trials)(8) |
|
First lien senior secured loan |
|
SR + |
6.25% |
|
12/2029 |
|
12,270 |
|
|
12,051 |
|
|
12,209 |
|
|
0.6 |
% |
| KWOL Acquisition Inc. (dba Worldwide Clinical Trials)(7)(15) |
|
First lien senior secured revolving loan |
|
SR + |
6.25% |
|
12/2029 |
|
209 |
|
|
181 |
|
|
201 |
|
|
— |
% |
| Natural Partners, LLC(7)(18) |
|
First lien senior secured loan |
|
SR + |
4.50% |
|
11/2027 |
|
2,270 |
|
|
2,242 |
|
|
2,259 |
|
|
0.1 |
% |
| Natural Partners, LLC(15)(16)(18) |
|
First lien senior secured revolving loan |
|
SR + |
4.50% |
|
11/2027 |
|
— |
|
|
(2) |
|
|
(1) |
|
|
— |
% |
| OB Hospitalist Group, Inc.(6) |
|
First lien senior secured loan |
|
SR + |
5.25% |
|
09/2027 |
|
58,804 |
|
|
58,049 |
|
|
58,510 |
|
|
3.1 |
% |
| OB Hospitalist Group, Inc.(15)(16) |
|
First lien senior secured revolving loan |
|
SR + |
5.50% |
|
09/2027 |
|
— |
|
|
(68) |
|
|
(34) |
|
|
— |
% |
| Pacific BidCo Inc.(8)(18) |
|
First lien senior secured loan |
|
SR + |
6.00% (2.05% PIK) |
|
08/2029 |
|
10,673 |
|
|
10,475 |
|
|
10,593 |
|
|
0.6 |
% |
| Pacific BidCo Inc.(8)(18) |
|
First lien senior secured delayed draw term loan |
|
SR + |
6.00% |
|
08/2029 |
|
1,145 |
|
|
1,122 |
|
|
1,137 |
|
|
0.1 |
% |
| PetVet Care Centers, LLC(6) |
|
First lien senior secured loan |
|
SR + |
6.00% |
|
11/2030 |
|
25,280 |
|
|
25,049 |
|
|
24,774 |
|
|
1.3 |
% |
| PetVet Care Centers, LLC(15)(16)(17) |
|
First lien senior secured delayed draw term loan |
|
SR + |
6.00% |
|
11/2025 |
|
— |
|
|
(15) |
|
|
(33) |
|
|
— |
% |
| PetVet Care Centers, LLC(15)(16) |
|
First lien senior secured revolving loan |
|
SR + |
6.00% |
|
11/2029 |
|
— |
|
|
(31) |
|
|
(70) |
|
|
— |
% |
| Phantom Purchaser, Inc.(7) |
|
First lien senior secured loan |
|
SR + |
5.00% |
|
09/2031 |
|
13,299 |
|
|
13,166 |
|
|
13,166 |
|
|
0.7 |
% |
| Phantom Purchaser, Inc.(15)(16) |
|
First lien senior secured revolving loan |
|
SR + |
5.00% |
|
09/2031 |
|
— |
|
|
(17) |
|
|
(17) |
|
|
— |
% |
Blue Owl Capital Corporation III
Consolidated Schedule of Investments
as of September 30, 2024
(Amounts in thousands, except share amounts)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Company(1)(2)(5)(20)(25) |
|
Investment |
|
Interest |
|
Maturity Date |
|
Par / Units |
|
Amortized Cost(3)(4) |
|
Fair Value |
|
Percentage of Net Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Plasma Buyer LLC (dba Pathgroup)(7) |
|
First lien senior secured loan |
|
SR + |
5.75% |
|
05/2029 |
|
667 |
|
|
657 |
|
|
659 |
|
|
— |
% |
| Plasma Buyer LLC (dba Pathgroup)(7)(15)(17) |
|
First lien senior secured delayed draw term loan |
|
SR + |
6.25% |
|
09/2025 |
|
15 |
|
|
15 |
|
|
15 |
|
|
— |
% |
| Plasma Buyer LLC (dba Pathgroup)(7)(15) |
|
First lien senior secured revolving loan |
|
SR + |
5.75% |
|
05/2028 |
|
42 |
|
|
41 |
|
|
41 |
|
|
— |
% |
| PPV Intermediate Holdings, LLC(7) |
|
First lien senior secured loan |
|
SR + |
5.75% |
|
08/2029 |
|
27,916 |
|
|
27,484 |
|
|
27,916 |
|
|
1.5 |
% |
| PPV Intermediate Holdings, LLC(7)(15)(17) |
|
First lien senior secured delayed draw term loan |
|
SR + |
6.00% |
|
09/2025 |
|
1,076 |
|
|
1,064 |
|
|
1,076 |
|
|
0.1 |
% |
| PPV Intermediate Holdings, LLC(15)(16) |
|
First lien senior secured revolving loan |
|
SR + |
5.75% |
|
08/2029 |
|
— |
|
|
(28) |
|
|
— |
|
|
— |
% |
| Premise Health Holding Corp.(8) |
|
First lien senior secured loan |
|
SR + |
5.50% |
|
03/2031 |
|
15,247 |
|
|
15,032 |
|
|
15,133 |
|
|
0.9 |
% |
| Premise Health Holding Corp.(15)(16) |
|
First lien senior secured revolving loan |
|
SR + |
5.50% |
|
02/2030 |
|
— |
|
|
(24) |
|
|
(13) |
|
|
— |
% |
| Quva Pharma, Inc.(7) |
|
First lien senior secured loan |
|
SR + |
5.50% |
|
04/2028 |
|
15,393 |
|
|
15,118 |
|
|
15,355 |
|
|
0.8 |
% |
| Quva Pharma, Inc.(7)(15) |
|
First lien senior secured revolving loan |
|
SR + |
5.50% |
|
04/2026 |
|
615 |
|
|
604 |
|
|
612 |
|
|
— |
% |
| Soliant Lower Intermediate, LLC (dba Soliant)(6)(19) |
|
First lien senior secured loan |
|
SR + |
3.75% |
|
07/2031 |
|
10,000 |
|
|
9,590 |
|
|
10,000 |
|
|
0.5 |
% |
| Soliant Lower Intermediate, LLC (dba Soliant)(6)(15) |
|
First lien senior secured revolving loan |
|
SR + |
3.75% |
|
06/2031 |
|
167 |
|
|
119 |
|
|
167 |
|
|
— |
% |
| TC Holdings, LLC (dba TrialCard)(7) |
|
First lien senior secured loan |
|
SR + |
5.00% |
|
04/2027 |
|
13,115 |
|
|
13,063 |
|
|
13,079 |
|
|
0.7 |
% |
| TC Holdings, LLC (dba TrialCard)(15)(16) |
|
First lien senior secured revolving loan |
|
SR + |
5.00% |
|
04/2027 |
|
— |
|
|
(4) |
|
|
— |
|
|
— |
% |
| Tivity Health, Inc.(6) |
|
First lien senior secured loan |
|
SR + |
5.00% |
|
06/2029 |
|
495 |
|
|
495 |
|
|
495 |
|
|
— |
% |
| Unified Women's Healthcare, LP(6) |
|
First lien senior secured loan |
|
SR + |
5.25% |
|
06/2029 |
|
895 |
|
|
890 |
|
|
895 |
|
|
— |
% |
| Unified Women's Healthcare, LP(6) |
|
First lien senior secured loan |
|
SR + |
5.50% |
|
06/2029 |
|
14,901 |
|
|
14,799 |
|
|
14,901 |
|
|
0.8 |
% |
| Unified Women's Healthcare, LP(6)(15)(17) |
|
First lien senior secured delayed draw term loan |
|
SR + |
5.25% |
|
03/2026 |
|
2,526 |
|
|
2,492 |
|
|
2,526 |
|
|
0.1 |
% |
| Vermont Aus Pty Ltd(13)(18) |
|
First lien senior secured AUD term loan |
|
BB + |
5.75% |
|
03/2028 |
|
A$1,416 |
|
959 |
|
|
978 |
|
|
0.1 |
% |
Blue Owl Capital Corporation III
Consolidated Schedule of Investments
as of September 30, 2024
(Amounts in thousands, except share amounts)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Company(1)(2)(5)(20)(25) |
|
Investment |
|
Interest |
|
Maturity Date |
|
Par / Units |
|
Amortized Cost(3)(4) |
|
Fair Value |
|
Percentage of Net Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| XRL 1 LLC (dba XOMA)(24) |
|
First lien senior secured loan |
|
|
9.88% |
|
12/2038 |
|
6,155 |
|
|
6,046 |
|
|
6,063 |
|
|
0.3 |
% |
| XRL 1 LLC (dba XOMA)(15)(16)(17)(24) |
|
First lien senior secured delayed draw term loan |
|
|
9.88% |
|
12/2025 |
|
— |
|
|
(7) |
|
|
(8) |
|
|
— |
% |
|
|
|
|
|
|
|
|
|
|
|
352,347 |
|
|
350,798 |
|
|
18.4 |
% |
| Healthcare technology |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| BCPE Osprey Buyer, Inc. (dba PartsSource)(7) |
|
First lien senior secured loan |
|
SR + |
5.75% |
|
08/2028 |
|
52,817 |
|
|
52,280 |
|
|
52,157 |
|
|
2.8 |
% |
| BCPE Osprey Buyer, Inc. (dba PartsSource)(6) |
|
First lien senior secured delayed draw term loan |
|
SR + |
5.75% |
|
08/2028 |
|
2,747 |
|
|
2,714 |
|
|
2,713 |
|
|
0.1 |
% |
| BCPE Osprey Buyer, Inc. (dba PartsSource)(6)(15)(17) |
|
First lien senior secured delayed draw term loan |
|
SR + |
5.75% |
|
10/2025 |
|
2,107 |
|
|
1,990 |
|
|
2,055 |
|
|
0.1 |
% |
| BCPE Osprey Buyer, Inc. (dba PartsSource)(6)(15) |
|
First lien senior secured revolving loan |
|
SR + |
5.75% |
|
08/2026 |
|
3,011 |
|
|
2,974 |
|
|
2,940 |
|
|
0.2 |
% |
| CT Technologies Intermediate Holdings, Inc. (& Smart Holdings Corp.) (dba Datavant)(6) |
|
First lien senior secured loan |
|
SR + |
5.00% |
|
08/2031 |
|
44,636 |
|
|
44,382 |
|
|
44,379 |
|
|
2.3 |
% |
| CT Technologies Intermediate Holdings, Inc. (& Smart Holdings Corp.) (dba Datavant)(15)(17) |
|
First lien senior secured delayed draw term loan |
|
SR + |
5.25% |
|
08/2026 |
|
— |
|
|
— |
|
|
— |
|
|
— |
% |
| CT Technologies Intermediate Holdings, Inc. (& Smart Holdings Corp.) (dba Datavant)(15)(16) |
|
First lien senior secured revolving loan |
|
SR + |
5.00% |
|
08/2031 |
|
— |
|
|
(22) |
|
|
(22) |
|
|
— |
% |
| GI Ranger Intermediate, LLC (dba Rectangle Health)(7) |
|
First lien senior secured loan |
|
SR + |
6.00% |
|
10/2028 |
|
20,449 |
|
|
20,183 |
|
|
20,091 |
|
|
1.1 |
% |
| GI Ranger Intermediate, LLC (dba Rectangle Health)(15)(16) |
|
First lien senior secured revolving loan |
|
SR + |
6.00% |
|
10/2027 |
|
— |
|
|
(17) |
|
|
(29) |
|
|
— |
% |
| Indikami Bidco, LLC (dba IntegriChain)(6) |
|
First lien senior secured loan |
|
SR + |
6.50% (2.50% PIK) |
|
12/2030 |
|
5,094 |
|
|
4,988 |
|
|
5,017 |
|
|
0.3 |
% |
| Indikami Bidco, LLC (dba IntegriChain)(15)(16)(17) |
|
First lien senior secured delayed draw term loan |
|
SR + |
6.00% |
|
12/2025 |
|
— |
|
|
(5) |
|
|
— |
|
|
— |
% |
| Indikami Bidco, LLC (dba IntegriChain)(6)(15) |
|
First lien senior secured revolving loan |
|
SR + |
6.00% |
|
06/2030 |
|
181 |
|
|
171 |
|
|
173 |
|
|
— |
% |
Blue Owl Capital Corporation III
Consolidated Schedule of Investments
as of September 30, 2024
(Amounts in thousands, except share amounts)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Company(1)(2)(5)(20)(25) |
|
Investment |
|
Interest |
|
Maturity Date |
|
Par / Units |
|
Amortized Cost(3)(4) |
|
Fair Value |
|
Percentage of Net Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Intelerad Medical Systems Incorporated(7)(18) |
|
First lien senior secured loan |
|
SR + |
6.50% |
|
08/2026 |
|
43,832 |
|
|
43,583 |
|
|
42,735 |
|
|
2.2 |
% |
| Intelerad Medical Systems Incorporated(7)(18) |
|
First lien senior secured revolving loan |
|
SR + |
6.50% |
|
08/2026 |
|
3,040 |
|
|
3,028 |
|
|
2,964 |
|
|
0.2 |
% |
| Interoperability Bidco, Inc. (dba Lyniate)(6) |
|
First lien senior secured loan |
|
SR + |
6.25% |
|
03/2028 |
|
4,847 |
|
|
4,832 |
|
|
4,774 |
|
|
0.2 |
% |
| Interoperability Bidco, Inc. (dba Lyniate)(15)(17) |
|
First lien senior secured delayed draw term loan |
|
SR + |
6.25% |
|
06/2026 |
|
— |
|
|
— |
|
|
(5) |
|
|
— |
% |
| Interoperability Bidco, Inc. (dba Lyniate)(7)(15) |
|
First lien senior secured revolving loan |
|
SR + |
6.25% |
|
03/2028 |
|
117 |
|
|
117 |
|
|
112 |
|
|
— |
% |
| Inovalon Holdings, Inc.(7) |
|
First lien senior secured loan |
|
SR + |
6.25% (2.75% PIK) |
|
11/2028 |
|
58,578 |
|
|
57,679 |
|
|
57,846 |
|
|
3.0 |
% |
| Inovalon Holdings, Inc.(7) |
|
Second lien senior secured loan |
|
SR + |
10.50% PIK |
|
11/2033 |
|
35,412 |
|
|
34,985 |
|
|
35,058 |
|
|
1.9 |
% |
| RL Datix Holdings (USA), Inc.(7) |
|
First lien senior secured loan |
|
SR + |
5.50% |
|
04/2031 |
|
13,666 |
|
|
13,536 |
|
|
13,529 |
|
|
0.8 |
% |
| RL Datix Holdings (USA), Inc.(10) |
|
First lien senior secured GBP term loan |
|
SA + |
5.50% |
|
04/2031 |
|
£ |
6,329 |
|
|
7,829 |
|
|
8,404 |
|
|
0.4 |
% |
| RL Datix Holdings (USA), Inc.(15)(16) |
|
First lien senior secured revolving loan |
|
SR + |
5.50% |
|
10/2030 |
|
— |
|
|
(25) |
|
|
(27) |
|
|
— |
% |
| Salinger Bidco Inc. (dba Surgical Information Systems)(7) |
|
First lien senior secured loan |
|
SR + |
5.75% |
|
08/2031 |
|
8,430 |
|
|
8,305 |
|
|
8,303 |
|
|
0.4 |
% |
| Salinger Bidco Inc. (dba Surgical Information Systems)(15)(16)(17) |
|
First lien senior secured delayed draw term loan |
|
SR + |
5.75% |
|
08/2026 |
|
— |
|
|
(6) |
|
|
(6) |
|
|
— |
% |
| Salinger Bidco Inc. (dba Surgical Information Systems)(15)(16) |
|
First lien senior secured revolving loan |
|
SR + |
5.75% |
|
05/2031 |
|
— |
|
|
(14) |
|
|
(15) |
|
|
— |
% |
|
|
|
|
|
|
|
|
|
|
|
303,487 |
|
|
303,146 |
|
|
16.0 |
% |
| Household products |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Aptive Environmental, LLC(24) |
|
First lien senior secured loan |
|
|
12.00% (6.00% PIK) |
|
01/2026 |
|
3,398 |
|
|
3,163 |
|
|
3,500 |
|
|
0.2 |
% |
| Mario Midco Holdings, Inc. (dba Len the Plumber)(6) |
|
Unsecured facility |
|
SR + |
10.75% PIK |
|
04/2032 |
|
2,165 |
|
|
2,126 |
|
|
2,165 |
|
|
0.1 |
% |
Blue Owl Capital Corporation III
Consolidated Schedule of Investments
as of September 30, 2024
(Amounts in thousands, except share amounts)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Company(1)(2)(5)(20)(25) |
|
Investment |
|
Interest |
|
Maturity Date |
|
Par / Units |
|
Amortized Cost(3)(4) |
|
Fair Value |
|
Percentage of Net Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Mario Purchaser, LLC (dba Len the Plumber)(6) |
|
First lien senior secured loan |
|
SR + |
5.75% |
|
04/2029 |
|
5,125 |
|
|
5,051 |
|
|
5,125 |
|
|
0.3 |
% |
| Mario Purchaser, LLC (dba Len the Plumber)(6) |
|
First lien senior secured delayed draw term loan |
|
SR + |
5.75% |
|
04/2029 |
|
2,729 |
|
|
2,689 |
|
|
2,729 |
|
|
0.1 |
% |
| Mario Purchaser, LLC (dba Len the Plumber)(6)(15)(17) |
|
First lien senior secured delayed draw term loan |
|
SR + |
5.75% |
|
10/2025 |
|
183 |
|
|
165 |
|
|
183 |
|
|
— |
% |
| Mario Purchaser, LLC (dba Len the Plumber)(6)(15) |
|
First lien senior secured revolving loan |
|
SR + |
5.75% |
|
04/2028 |
|
55 |
|
|
49 |
|
|
55 |
|
|
— |
% |
| Simplisafe Holding Corporation(6) |
|
First lien senior secured loan |
|
SR + |
6.25% |
|
05/2028 |
|
2,011 |
|
|
1,984 |
|
|
2,011 |
|
|
0.1 |
% |
| Simplisafe Holding Corporation(6) |
|
First lien senior secured delayed draw term loan |
|
SR + |
6.25% |
|
05/2028 |
|
256 |
|
|
252 |
|
|
256 |
|
|
— |
% |
|
|
|
|
|
|
|
|
|
|
|
15,479 |
|
|
16,024 |
|
|
0.8 |
% |
| Human resource support services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Cornerstone OnDemand, Inc.(6) |
|
Second lien senior secured loan |
|
SR + |
6.50% |
|
10/2029 |
|
44,583 |
|
|
44,106 |
|
|
40,459 |
|
|
2.1 |
% |
| IG Investments Holdings, LLC (dba Insight Global)(7) |
|
First lien senior secured loan |
|
SR + |
6.00% |
|
09/2028 |
|
68,263 |
|
|
67,386 |
|
|
68,092 |
|
|
3.5 |
% |
| IG Investments Holdings, LLC (dba Insight Global)(15)(16) |
|
First lien senior secured revolving loan |
|
SR + |
6.00% |
|
09/2027 |
|
— |
|
|
(85) |
|
|
(18) |
|
|
— |
% |
|
|
|
|
|
|
|
|
|
|
|
111,407 |
|
|
108,533 |
|
|
5.6 |
% |
| Infrastructure and environmental services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| AWP Group Holdings, Inc.(6) |
|
First lien senior secured loan |
|
SR + |
4.75% |
|
12/2030 |
|
838 |
|
|
838 |
|
|
829 |
|
|
— |
% |
| AWP Group Holdings, Inc.(15)(17) |
|
First lien senior secured delayed draw term loan |
|
SR + |
4.75% |
|
08/2026 |
|
— |
|
|
— |
|
|
— |
|
|
— |
% |
| AWP Group Holdings, Inc.(15) |
|
First lien senior secured revolving loan |
|
SR + |
4.75% |
|
12/2030 |
|
— |
|
|
— |
|
|
(1) |
|
|
— |
% |
| FR Vision Holdings, Inc. (dba CHA Consulting)(7) |
|
First lien senior secured loan |
|
SR + |
5.50% |
|
01/2031 |
|
13,018 |
|
|
12,897 |
|
|
13,018 |
|
|
0.7 |
% |
| FR Vision Holdings, Inc. (dba CHA Consulting)(7)(15)(17) |
|
First lien senior secured delayed draw term loan |
|
SR + |
5.50% |
|
01/2026 |
|
1,096 |
|
|
1,067 |
|
|
1,096 |
|
|
0.1 |
% |
| FR Vision Holdings, Inc. (dba CHA Consulting)(15)(16) |
|
First lien senior secured revolving loan |
|
SR + |
5.50% |
|
01/2030 |
|
— |
|
|
(9) |
|
|
— |
|
|
— |
% |
Blue Owl Capital Corporation III
Consolidated Schedule of Investments
as of September 30, 2024
(Amounts in thousands, except share amounts)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Company(1)(2)(5)(20)(25) |
|
Investment |
|
Interest |
|
Maturity Date |
|
Par / Units |
|
Amortized Cost(3)(4) |
|
Fair Value |
|
Percentage of Net Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| KENE Acquisition, Inc. (dba Entrust Solutions Group)(6) |
|
First lien senior secured loan |
|
SR + |
5.25% |
|
02/2031 |
|
6,206 |
|
|
6,102 |
|
|
6,128 |
|
|
0.3 |
% |
| KENE Acquisition, Inc. (dba Entrust Solutions Group)(15)(16)(17) |
|
First lien senior secured delayed draw term loan |
|
SR + |
5.25% |
|
02/2026 |
|
— |
|
|
(25) |
|
|
(7) |
|
|
— |
% |
| KENE Acquisition, Inc. (dba Entrust Solutions Group)(15)(16) |
|
First lien senior secured revolving loan |
|
SR + |
5.25% |
|
02/2031 |
|
— |
|
|
(15) |
|
|
(10) |
|
|
— |
% |
| Tamarack Intermediate, L.L.C. (dba Verisk 3E)(7) |
|
First lien senior secured loan |
|
SR + |
5.75% |
|
03/2028 |
|
810 |
|
|
799 |
|
|
804 |
|
|
— |
% |
| Tamarack Intermediate, L.L.C. (dba Verisk 3E)(15)(16) |
|
First lien senior secured revolving loan |
|
SR + |
5.75% |
|
03/2028 |
|
— |
|
|
(1) |
|
|
(1) |
|
|
— |
% |
| Vessco Midco Holdings, LLC(8) |
|
First lien senior secured loan |
|
SR + |
5.25% |
|
07/2031 |
|
11,994 |
|
|
11,877 |
|
|
11,874 |
|
|
0.6 |
% |
| Vessco Midco Holdings, LLC(8)(15)(17) |
|
First lien senior secured delayed draw term loan |
|
SR + |
5.25% |
|
07/2026 |
|
586 |
|
|
567 |
|
|
563 |
|
|
— |
% |
| Vessco Midco Holdings, LLC(15)(16) |
|
First lien senior secured revolving loan |
|
SR + |
5.25% |
|
07/2031 |
|
— |
|
|
(13) |
|
|
(13) |
|
|
— |
% |
|
|
|
|
|
|
|
|
|
|
|
34,084 |
|
|
34,280 |
|
|
1.7 |
% |
| Insurance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Alera Group, Inc.(6) |
|
First lien senior secured loan |
|
SR + |
5.25% |
|
10/2028 |
|
87,309 |
|
|
87,309 |
|
|
87,309 |
|
|
4.7 |
% |
| AmeriLife Holdings LLC(7) |
|
First lien senior secured loan |
|
SR + |
5.00% |
|
08/2029 |
|
10,338 |
|
|
10,176 |
|
|
10,338 |
|
|
0.5 |
% |
| AmeriLife Holdings LLC(7)(15)(17) |
|
First lien senior secured delayed draw term loan |
|
SR + |
5.00% |
|
06/2026 |
|
693 |
|
|
685 |
|
|
693 |
|
|
— |
% |
| AmeriLife Holdings LLC(15)(16) |
|
First lien senior secured revolving loan |
|
SR + |
5.00% |
|
08/2028 |
|
— |
|
|
(12) |
|
|
— |
|
|
— |
% |
| Asurion, LLC(6)(19) |
|
Second lien senior secured loan |
|
SR + |
5.25% |
|
01/2028 |
|
5,000 |
|
|
5,001 |
|
|
4,674 |
|
|
0.2 |
% |
| Asurion, LLC(6)(19) |
|
Second lien senior secured loan |
|
SR + |
5.25% |
|
01/2029 |
|
15,000 |
|
|
14,903 |
|
|
13,833 |
|
|
0.7 |
% |
| Brightway Holdings, LLC(6) |
|
First lien senior secured loan |
|
SR + |
6.50% |
|
12/2027 |
|
19,537 |
|
|
19,386 |
|
|
19,292 |
|
|
1.0 |
% |
| Brightway Holdings, LLC(15)(16) |
|
First lien senior secured revolving loan |
|
SR + |
6.50% |
|
12/2027 |
|
— |
|
|
(14) |
|
|
(26) |
|
|
— |
% |
Blue Owl Capital Corporation III
Consolidated Schedule of Investments
as of September 30, 2024
(Amounts in thousands, except share amounts)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Company(1)(2)(5)(20)(25) |
|
Investment |
|
Interest |
|
Maturity Date |
|
Par / Units |
|
Amortized Cost(3)(4) |
|
Fair Value |
|
Percentage of Net Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Evolution BuyerCo, Inc. (dba SIAA)(7) |
|
First lien senior secured loan |
|
SR + |
6.25% |
|
04/2028 |
|
28,982 |
|
|
28,741 |
|
|
28,982 |
|
|
1.6 |
% |
| Evolution BuyerCo, Inc. (dba SIAA)(7)(15)(17) |
|
First lien senior secured delayed draw term loan |
|
SR + |
6.00% |
|
12/2025 |
|
823 |
|
|
794 |
|
|
821 |
|
|
0.1 |
% |
| Evolution BuyerCo, Inc. (dba SIAA)(15)(16) |
|
First lien senior secured revolving loan |
|
SR + |
6.25% |
|
04/2027 |
|
— |
|
|
(14) |
|
|
— |
|
|
— |
% |
| Galway Borrower LLC(15)(17) |
|
First lien senior secured delayed draw term loan |
|
SR + |
4.50% |
|
07/2026 |
|
— |
|
|
— |
|
|
— |
|
|
— |
% |
| Galway Borrower LLC(7)(15) |
|
First lien senior secured revolving loan |
|
SR + |
4.50% |
|
09/2028 |
|
51 |
|
|
50 |
|
|
51 |
|
|
— |
% |
| Integrity Marketing Acquisition, LLC(7) |
|
First lien senior secured loan |
|
SR + |
5.00% |
|
08/2028 |
|
49,256 |
|
|
49,007 |
|
|
49,001 |
|
|
2.6 |
% |
| Integrity Marketing Acquisition, LLC(15)(16)(17) |
|
First lien senior secured delayed draw term loan |
|
SR + |
5.00% |
|
08/2026 |
|
— |
|
|
(22) |
|
|
(22) |
|
|
— |
% |
| Integrity Marketing Acquisition, LLC(15)(16) |
|
First lien senior secured revolving loan |
|
SR + |
5.00% |
|
08/2028 |
|
— |
|
|
(7) |
|
|
(7) |
|
|
— |
% |
| KUSRP Intermediate, Inc. (dba U.S. Retirement and Benefits Partners)(6) |
|
First lien senior secured loan |
|
SR + |
10.50% PIK |
|
07/2030 |
|
15,928 |
|
|
15,794 |
|
|
15,928 |
|
|
0.8 |
% |
| Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services)(8) |
|
First lien senior secured loan |
|
SR + |
5.50% |
|
11/2028 |
|
27,429 |
|
|
27,429 |
|
|
27,429 |
|
|
1.4 |
% |
| Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services)(15)(16) |
|
First lien senior secured revolving loan |
|
SR + |
6.00% |
|
11/2027 |
|
— |
|
|
(8) |
|
|
— |
|
|
— |
% |
| PCF Midco II, LLC (dba PCF Insurance Services)(24) |
|
First lien senior secured loan |
|
|
9.00% PIK |
|
10/2031 |
|
41,803 |
|
|
39,345 |
|
|
39,817 |
|
|
2.1 |
% |
| TEMPO BUYER CORP. (dba Global Claims Services)(7) |
|
First lien senior secured loan |
|
SR + |
4.75% |
|
08/2028 |
|
35,519 |
|
|
35,070 |
|
|
35,519 |
|
|
2.0 |
% |
| TEMPO BUYER CORP. (dba Global Claims Services)(14)(15) |
|
First lien senior secured revolving loan |
|
P + |
3.75% |
|
08/2027 |
|
516 |
|
|
466 |
|
|
516 |
|
|
— |
% |
| USRP Holdings, Inc. (dba U.S. Retirement and Benefits Partners)(6) |
|
First lien senior secured loan |
|
SR + |
5.00% |
|
12/2029 |
|
14,641 |
|
|
14,569 |
|
|
14,604 |
|
|
0.9 |
% |
| USRP Holdings, Inc. (dba U.S. Retirement and Benefits Partners)(15)(16) |
|
First lien senior secured revolving loan |
|
SR + |
5.00% |
|
12/2029 |
|
— |
|
|
(5) |
|
|
(3) |
|
|
— |
% |
|
|
|
|
|
|
|
|
|
|
|
348,643 |
|
|
348,749 |
|
|
18.6 |
% |
Blue Owl Capital Corporation III
Consolidated Schedule of Investments
as of September 30, 2024
(Amounts in thousands, except share amounts)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Company(1)(2)(5)(20)(25) |
|
Investment |
|
Interest |
|
Maturity Date |
|
Par / Units |
|
Amortized Cost(3)(4) |
|
Fair Value |
|
Percentage of Net Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Internet software and services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| AI Titan Parent, Inc. (dba Prometheus Group)(7) |
|
First lien senior secured loan |
|
SR + |
4.75% |
|
08/2031 |
|
6,792 |
|
|
6,725 |
|
|
6,725 |
|
|
0.4 |
% |
| AI Titan Parent, Inc. (dba Prometheus Group)(15)(16)(17) |
|
First lien senior secured delayed draw term loan |
|
SR + |
4.75% |
|
09/2026 |
|
— |
|
|
(7) |
|
|
(7) |
|
|
— |
% |
| AI Titan Parent, Inc. (dba Prometheus Group)(15)(16) |
|
First lien senior secured revolving loan |
|
SR + |
4.75% |
|
08/2031 |
|
— |
|
|
(8) |
|
|
(8) |
|
|
— |
% |
| Anaplan, Inc.(7) |
|
First lien senior secured loan |
|
SR + |
5.25% |
|
06/2029 |
|
27,827 |
|
|
27,819 |
|
|
27,826 |
|
|
1.4 |
% |
| Artifact Bidco, Inc. (dba Avetta)(7) |
|
First lien senior secured loan |
|
SR + |
4.50% |
|
07/2031 |
|
2,906 |
|
|
2,892 |
|
|
2,891 |
|
|
0.2 |
% |
| Artifact Bidco, Inc. (dba Avetta)(15)(16)(17) |
|
First lien senior secured delayed draw term loan |
|
SR + |
4.50% |
|
07/2027 |
|
— |
|
|
(2) |
|
|
(2) |
|
|
— |
% |
| Artifact Bidco, Inc. (dba Avetta)(15)(16) |
|
First lien senior secured revolving loan |
|
SR + |
4.50% |
|
07/2030 |
|
— |
|
|
(3) |
|
|
(3) |
|
|
— |
% |
| Azurite Intermediate Holdings, Inc. (dba Alteryx, Inc.)(6) |
|
First lien senior secured loan |
|
SR + |
6.50% |
|
03/2031 |
|
1,176 |
|
|
1,159 |
|
|
1,161 |
|
|
0.1 |
% |
| Azurite Intermediate Holdings, Inc. (dba Alteryx, Inc.)(6)(15)(17) |
|
First lien senior secured delayed draw term loan |
|
SR + |
6.50% |
|
03/2026 |
|
1,710 |
|
|
1,679 |
|
|
1,684 |
|
|
0.1 |
% |
| Azurite Intermediate Holdings, Inc. (dba Alteryx, Inc.)(15)(16) |
|
First lien senior secured revolving loan |
|
SR + |
6.50% |
|
03/2031 |
|
— |
|
|
(6) |
|
|
(5) |
|
|
— |
% |
| Aptean Acquiror, Inc. (dba Aptean)(6) |
|
First lien senior secured loan |
|
SR + |
5.25% |
|
01/2031 |
|
16,478 |
|
|
16,328 |
|
|
16,396 |
|
|
0.9 |
% |
| Aptean Acquiror, Inc. (dba Aptean)(7)(15)(17) |
|
First lien senior secured delayed draw term loan |
|
SR + |
5.25% |
|
01/2026 |
|
41 |
|
|
29 |
|
|
40 |
|
|
— |
% |
| Aptean Acquiror, Inc. (dba Aptean)(15)(16) |
|
First lien senior secured revolving loan |
|
SR + |
5.25% |
|
01/2031 |
|
— |
|
|
(13) |
|
|
(7) |
|
|
— |
% |
| Avalara, Inc.(7) |
|
First lien senior secured loan |
|
SR + |
6.25% |
|
10/2028 |
|
27,273 |
|
|
26,967 |
|
|
27,273 |
|
|
1.4 |
% |
| Avalara, Inc.(15)(16) |
|
First lien senior secured revolving loan |
|
SR + |
6.25% |
|
10/2028 |
|
— |
|
|
(28) |
|
|
— |
|
|
— |
% |
| Bayshore Intermediate #2, L.P. (dba Boomi)(7) |
|
First lien senior secured loan |
|
SR + |
7.75% PIK |
|
10/2028 |
|
26,341 |
|
|
26,056 |
|
|
26,341 |
|
|
1.4 |
% |
| Bayshore Intermediate #2, L.P. (dba Boomi)(15)(16) |
|
First lien senior secured revolving loan |
|
SR + |
6.75% |
|
10/2027 |
|
— |
|
|
(18) |
|
|
— |
|
|
— |
% |
Blue Owl Capital Corporation III
Consolidated Schedule of Investments
as of September 30, 2024
(Amounts in thousands, except share amounts)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Company(1)(2)(5)(20)(25) |
|
Investment |
|
Interest |
|
Maturity Date |
|
Par / Units |
|
Amortized Cost(3)(4) |
|
Fair Value |
|
Percentage of Net Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| BCTO BSI Buyer, Inc. (dba Buildertrend)(7) |
|
First lien senior secured loan |
|
SR + |
7.50% (7.50% PIK) |
|
12/2026 |
|
11,233 |
|
|
11,184 |
|
|
11,233 |
|
|
0.6 |
% |
| BCTO BSI Buyer, Inc. (dba Buildertrend)(15)(16) |
|
First lien senior secured revolving loan |
|
SR + |
7.50% |
|
12/2026 |
|
— |
|
|
(9) |
|
|
— |
|
|
— |
% |
| CivicPlus, LLC(7) |
|
First lien senior secured loan |
|
SR + |
5.75% (2.50% PIK) |
|
08/2027 |
|
15,992 |
|
|
15,908 |
|
|
15,992 |
|
|
0.8 |
% |
| CivicPlus, LLC(15)(16) |
|
First lien senior secured revolving loan |
|
SR + |
5.75% |
|
08/2027 |
|
— |
|
|
(5) |
|
|
— |
|
|
— |
% |
| Cloud Software Group, Inc.(7)(19) |
|
First lien senior secured loan |
|
SR + |
4.50% |
|
03/2031 |
|
15,000 |
|
|
14,894 |
|
|
15,032 |
|
|
0.8 |
% |
| CP PIK Debt Issuer, LLC (dba CivicPlus, LLC)(7) |
|
Unsecured notes |
|
SR + |
11.75% PIK |
|
06/2034 |
|
8,827 |
|
|
8,670 |
|
|
8,827 |
|
|
0.5 |
% |
| Coupa Holdings, LLC(7) |
|
First lien senior secured loan |
|
SR + |
5.50% |
|
02/2030 |
|
783 |
|
|
783 |
|
|
783 |
|
|
— |
% |
| Crewline Buyer, Inc. (dba New Relic)(7) |
|
First lien senior secured loan |
|
SR + |
6.75% |
|
11/2030 |
|
36,551 |
|
|
36,051 |
|
|
36,460 |
|
|
1.9 |
% |
| Crewline Buyer, Inc. (dba New Relic)(15)(16) |
|
First lien senior secured revolving loan |
|
SR + |
6.75% |
|
11/2030 |
|
— |
|
|
(50) |
|
|
(10) |
|
|
— |
% |
| EET Buyer, Inc. (dba e-Emphasys)(7) |
|
First lien senior secured loan |
|
SR + |
5.00% |
|
11/2027 |
|
19,057 |
|
|
18,945 |
|
|
19,057 |
|
|
1.0 |
% |
| EET Buyer, Inc. (dba e-Emphasys)(15)(16) |
|
First lien senior secured revolving loan |
|
SR + |
5.00% |
|
11/2027 |
|
— |
|
|
(10) |
|
|
— |
|
|
— |
% |
| Forescout Technologies, Inc.(7) |
|
First lien senior secured loan |
|
SR + |
5.00% |
|
05/2031 |
|
18,554 |
|
|
18,464 |
|
|
18,461 |
|
|
1.1 |
% |
| Forescout Technologies, Inc.(15)(16) |
|
First lien senior secured revolving loan |
|
SR + |
5.00% |
|
05/2030 |
|
— |
|
|
(6) |
|
|
(7) |
|
|
— |
% |
| Catalis Intermediate, Inc. (fka GovBrands Intermediate, Inc.)(7) |
|
First lien senior secured loan |
|
SR + |
5.50% |
|
08/2027 |
|
9,942 |
|
|
9,815 |
|
|
9,669 |
|
|
0.5 |
% |
| Catalis Intermediate, Inc. (fka GovBrands Intermediate, Inc.)(7)(15) |
|
First lien senior secured revolving loan |
|
SR + |
5.50% |
|
08/2027 |
|
303 |
|
|
293 |
|
|
279 |
|
|
— |
% |
| Granicus, Inc.(7) |
|
First lien senior secured loan |
|
SR + |
5.75% (2.25% PIK) |
|
01/2031 |
|
9,769 |
|
|
9,680 |
|
|
9,769 |
|
|
0.5 |
% |
| Granicus, Inc.(6) |
|
First lien senior secured delayed draw term loan |
|
SR + |
5.25% (2.25% PIK) |
|
01/2031 |
|
1,449 |
|
|
1,436 |
|
|
1,435 |
|
|
0.1 |
% |
Blue Owl Capital Corporation III
Consolidated Schedule of Investments
as of September 30, 2024
(Amounts in thousands, except share amounts)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Company(1)(2)(5)(20)(25) |
|
Investment |
|
Interest |
|
Maturity Date |
|
Par / Units |
|
Amortized Cost(3)(4) |
|
Fair Value |
|
Percentage of Net Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Granicus, Inc.(15)(16) |
|
First lien senior secured revolving loan |
|
SR + |
5.25% |
|
01/2031 |
|
— |
|
|
(12) |
|
|
— |
|
|
— |
% |
| GS Acquisitionco, Inc. (dba insightsoftware)(7) |
|
First lien senior secured loan |
|
SR + |
5.25% |
|
05/2028 |
|
9,493 |
|
|
9,472 |
|
|
9,422 |
|
|
0.5 |
% |
| GS Acquisitionco, Inc. (dba insightsoftware)(15)(16)(17) |
|
First lien senior secured delayed draw term loan |
|
SR + |
5.25% |
|
03/2026 |
|
— |
|
|
(1) |
|
|
(2) |
|
|
— |
% |
| GS Acquisitionco, Inc. (dba insightsoftware)(7)(15) |
|
First lien senior secured revolving loan |
|
SR + |
5.25% |
|
05/2028 |
|
32 |
|
|
31 |
|
|
30 |
|
|
— |
% |
| Hyland Software, Inc.(6) |
|
First lien senior secured loan |
|
SR + |
6.00% |
|
09/2030 |
|
14,207 |
|
|
14,016 |
|
|
14,136 |
|
|
0.7 |
% |
| Hyland Software, Inc.(15)(16) |
|
First lien senior secured revolving loan |
|
SR + |
6.00% |
|
09/2029 |
|
— |
|
|
(8) |
|
|
(3) |
|
|
— |
% |
| Icefall Parent, Inc. (dba EngageSmart)(6) |
|
First lien senior secured loan |
|
SR + |
6.50% |
|
01/2030 |
|
11,226 |
|
|
11,021 |
|
|
11,170 |
|
|
0.6 |
% |
| Icefall Parent, Inc. (dba EngageSmart)(15)(16) |
|
First lien senior secured revolving loan |
|
SR + |
6.50% |
|
01/2030 |
|
— |
|
|
(19) |
|
|
(5) |
|
|
— |
% |
| Litera Bidco LLC(6) |
|
First lien senior secured loan |
|
SR + |
5.00% |
|
05/2028 |
|
6,368 |
|
|
6,339 |
|
|
6,337 |
|
|
0.3 |
% |
| Litera Bidco LLC(6)(15)(17) |
|
First lien senior secured delayed draw term loan |
|
SR + |
5.00% |
|
11/2026 |
|
836 |
|
|
830 |
|
|
829 |
|
|
— |
% |
| Litera Bidco LLC(15)(16) |
|
First lien senior secured revolving loan |
|
SR + |
5.00% |
|
05/2028 |
|
— |
|
|
(2) |
|
|
(2) |
|
|
— |
% |
| MessageBird BidCo B.V.(6)(18) |
|
First lien senior secured loan |
|
SR + |
6.75% |
|
05/2027 |
|
4,000 |
|
|
3,956 |
|
|
4,000 |
|
|
0.2 |
% |
| Ministry Brands Holdings, LLC(6) |
|
First lien senior secured loan |
|
SR + |
5.50% |
|
12/2028 |
|
10,242 |
|
|
10,103 |
|
|
10,140 |
|
|
0.5 |
% |
| Ministry Brands Holdings, LLC(6) |
|
First lien senior secured delayed draw term loan |
|
SR + |
5.50% |
|
12/2028 |
|
1,036 |
|
|
1,022 |
|
|
1,025 |
|
|
0.1 |
% |
| Ministry Brands Holdings, LLC(15)(16) |
|
First lien senior secured revolving loan |
|
SR + |
5.50% |
|
12/2027 |
|
— |
|
|
(11) |
|
|
(10) |
|
|
— |
% |
| PDI TA Holdings, Inc.(7) |
|
First lien senior secured loan |
|
SR + |
5.25% |
|
02/2031 |
|
18,023 |
|
|
17,772 |
|
|
17,843 |
|
|
0.9 |
% |
| PDI TA Holdings, Inc.(15)(16)(17) |
|
First lien senior secured delayed draw term loan |
|
SR + |
5.25% |
|
02/2026 |
|
— |
|
|
(38) |
|
|
(21) |
|
|
— |
% |
| PDI TA Holdings, Inc.(15)(16) |
|
First lien senior secured revolving loan |
|
SR + |
5.25% |
|
02/2031 |
|
— |
|
|
(25) |
|
|
(18) |
|
|
— |
% |
Blue Owl Capital Corporation III
Consolidated Schedule of Investments
as of September 30, 2024
(Amounts in thousands, except share amounts)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Company(1)(2)(5)(20)(25) |
|
Investment |
|
Interest |
|
Maturity Date |
|
Par / Units |
|
Amortized Cost(3)(4) |
|
Fair Value |
|
Percentage of Net Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| QAD, Inc.(6) |
|
First lien senior secured loan |
|
SR + |
4.75% |
|
11/2027 |
|
46,407 |
|
|
46,406 |
|
|
46,406 |
|
|
2.5 |
% |
| QAD, Inc.(15) |
|
First lien senior secured revolving loan |
|
SR + |
4.75% |
|
11/2027 |
|
— |
|
|
— |
|
|
— |
|
|
— |
% |
| Sailpoint Technologies Holdings, Inc.(7) |
|
First lien senior secured loan |
|
SR + |
6.00% |
|
08/2029 |
|
22,820 |
|
|
22,449 |
|
|
22,763 |
|
|
1.2 |
% |
| Sailpoint Technologies Holdings, Inc.(15)(16) |
|
First lien senior secured revolving loan |
|
SR + |
6.00% |
|
08/2028 |
|
— |
|
|
(28) |
|
|
(5) |
|
|
— |
% |
| Securonix, Inc.(7) |
|
First lien senior secured loan |
|
SR + |
7.00% |
|
04/2028 |
|
847 |
|
|
842 |
|
|
746 |
|
|
— |
% |
| Securonix, Inc.(7)(15) |
|
First lien senior secured revolving loan |
|
SR + |
7.00% |
|
04/2028 |
|
3 |
|
|
3 |
|
|
(15) |
|
|
— |
% |
| Thunder Purchaser, Inc. (dba Vector Solutions)(7) |
|
First lien senior secured loan |
|
SR + |
5.50% |
|
06/2028 |
|
38,039 |
|
|
37,828 |
|
|
38,040 |
|
|
2.0 |
% |
| Thunder Purchaser, Inc. (dba Vector Solutions)(7)(15) |
|
First lien senior secured revolving loan |
|
SR + |
5.50% |
|
06/2027 |
|
2,480 |
|
|
2,463 |
|
|
2,480 |
|
|
0.1 |
% |
| When I Work, Inc.(7) |
|
First lien senior secured loan |
|
SR + |
7.00% PIK |
|
11/2027 |
|
26,493 |
|
|
26,363 |
|
|
25,698 |
|
|
1.4 |
% |
| When I Work, Inc.(15)(16) |
|
First lien senior secured revolving loan |
|
SR + |
6.00% |
|
11/2027 |
|
— |
|
|
(21) |
|
|
(125) |
|
|
— |
% |
| Zendesk, Inc.(7) |
|
First lien senior secured loan |
|
SR + |
5.00% |
|
11/2028 |
|
24,038 |
|
|
23,600 |
|
|
24,038 |
|
|
1.3 |
% |
| Zendesk, Inc.(15)(16)(17) |
|
First lien senior secured delayed draw term loan |
|
SR + |
5.00% |
|
11/2025 |
|
— |
|
|
(61) |
|
|
— |
|
|
— |
% |
| Zendesk, Inc.(15)(16) |
|
First lien senior secured revolving loan |
|
SR + |
5.00% |
|
11/2028 |
|
— |
|
|
(42) |
|
|
— |
|
|
— |
% |
|
|
|
|
|
|
|
|
|
|
|
489,860 |
|
|
492,182 |
|
|
26.0 |
% |
| Leisure and entertainment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Aerosmith Bidco Limited (dba Audiotonix)(8)(18) |
|
First lien senior secured loan |
|
SR + |
5.25% |
|
07/2031 |
|
64,724 |
|
|
63,908 |
|
|
63,892 |
|
|
3.3 |
% |
| Aerosmith Bidco Limited (dba Audiotonix)(15)(17)(18) |
|
First lien senior secured multi-draw term loan |
|
SR + |
5.25% |
|
07/2027 |
|
— |
|
|
— |
|
|
— |
|
|
— |
% |
| Aerosmith Bidco Limited (dba Audiotonix)(15)(16)(17)(18) |
|
First lien senior secured multi-draw term loan |
|
SR + |
5.25% |
|
07/2027 |
|
— |
|
|
(38) |
|
|
(40) |
|
|
— |
% |
| Aerosmith Bidco Limited (dba Audiotonix)(15)(16)(18) |
|
First lien senior secured multi-currency revolving loan |
|
SR + |
5.25% |
|
07/2030 |
|
— |
|
|
(103) |
|
|
(106) |
|
|
— |
% |
Blue Owl Capital Corporation III
Consolidated Schedule of Investments
as of September 30, 2024
(Amounts in thousands, except share amounts)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Company(1)(2)(5)(20)(25) |
|
Investment |
|
Interest |
|
Maturity Date |
|
Par / Units |
|
Amortized Cost(3)(4) |
|
Fair Value |
|
Percentage of Net Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Troon Golf, LLC(7) |
|
First lien senior secured loan |
|
SR + |
4.50% |
|
08/2028 |
|
40,527 |
|
|
40,527 |
|
|
40,527 |
|
|
2.1 |
% |
| Troon Golf, LLC(15)(16)(17) |
|
First lien senior secured delayed draw term loan |
|
SR + |
4.50% |
|
09/2026 |
|
— |
|
|
(15) |
|
|
(16) |
|
|
— |
% |
| Troon Golf, LLC(15) |
|
First lien senior secured revolving loan |
|
SR + |
4.50% |
|
08/2028 |
|
— |
|
|
— |
|
|
— |
|
|
— |
% |
|
|
|
|
|
|
|
|
|
|
|
104,279 |
|
|
104,257 |
|
|
5.4 |
% |
| Manufacturing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| FARADAY BUYER, LLC (dba MacLean Power Systems)(7) |
|
First lien senior secured loan |
|
SR + |
6.00% |
|
10/2028 |
|
45,525 |
|
|
44,747 |
|
|
45,184 |
|
|
2.4 |
% |
| FARADAY BUYER, LLC (dba MacLean Power Systems)(15)(16)(17) |
|
First lien senior secured delayed draw term loan |
|
SR + |
6.00% |
|
11/2025 |
|
— |
|
|
(39) |
|
|
— |
|
|
— |
% |
| Gloves Buyer, Inc. (dba Protective Industrial Products)(6)(19) |
|
First lien senior secured loan |
|
SR + |
4.00% |
|
12/2027 |
|
6,982 |
|
|
6,966 |
|
|
6,951 |
|
|
0.4 |
% |
| MHE Intermediate Holdings, LLC (dba OnPoint Group)(7) |
|
First lien senior secured loan |
|
SR + |
6.00% |
|
07/2027 |
|
19,656 |
|
|
19,552 |
|
|
19,656 |
|
|
1.1 |
% |
| MHE Intermediate Holdings, LLC (dba OnPoint Group)(7) |
|
First lien senior secured loan |
|
SR + |
6.25% |
|
07/2027 |
|
2,488 |
|
|
2,456 |
|
|
2,488 |
|
|
0.1 |
% |
| MHE Intermediate Holdings, LLC (dba OnPoint Group)(15)(16) |
|
First lien senior secured revolving loan |
|
SR + |
6.00% |
|
07/2027 |
|
— |
|
|
(17) |
|
|
— |
|
|
— |
% |
| Sonny's Enterprises, LLC(7) |
|
First lien senior secured loan |
|
SR + |
5.25% |
|
08/2028 |
|
53,270 |
|
|
52,866 |
|
|
53,136 |
|
|
2.9 |
% |
| Sonny's Enterprises, LLC(7) |
|
First lien senior secured delayed draw term loan |
|
SR + |
5.25% |
|
08/2028 |
|
618 |
|
|
611 |
|
|
616 |
|
|
— |
% |
| Sonny's Enterprises, LLC(7)(15)(17) |
|
First lien senior secured delayed draw term loan |
|
SR + |
5.25% |
|
06/2026 |
|
682 |
|
|
647 |
|
|
680 |
|
|
— |
% |
| Sonny's Enterprises, LLC(15)(16) |
|
First lien senior secured revolving loan |
|
SR + |
5.25% |
|
08/2027 |
|
— |
|
|
(58) |
|
|
(12) |
|
|
— |
% |
|
|
|
|
|
|
|
|
|
|
|
127,731 |
|
|
128,699 |
|
|
6.9 |
% |
| Pharmaceuticals |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| BridgeBio Pharma, Inc.(7)(18) |
|
First lien senior secured loan |
|
SR + |
6.50% |
|
01/2029 |
|
15,000 |
|
|
14,980 |
|
|
14,963 |
|
|
0.8 |
% |
| TG Therapeutics, Inc.(7)(18) |
|
First lien senior secured loan |
|
SR + |
5.50% |
|
08/2029 |
|
6,250 |
|
|
6,204 |
|
|
6,203 |
|
|
0.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
21,184 |
|
|
21,166 |
|
|
1.1 |
% |
Blue Owl Capital Corporation III
Consolidated Schedule of Investments
as of September 30, 2024
(Amounts in thousands, except share amounts)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Company(1)(2)(5)(20)(25) |
|
Investment |
|
Interest |
|
Maturity Date |
|
Par / Units |
|
Amortized Cost(3)(4) |
|
Fair Value |
|
Percentage of Net Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Professional services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Apex Service Partners, LLC(6) |
|
First lien senior secured loan |
|
SR + |
6.50% |
|
10/2030 |
|
7,368 |
|
|
7,205 |
|
|
7,442 |
|
|
0.4 |
% |
| Apex Service Partners, LLC(6) |
|
First lien senior secured delayed draw term loan |
|
SR + |
6.50% |
|
10/2030 |
|
1,754 |
|
|
1,715 |
|
|
1,771 |
|
|
0.1 |
% |
| Apex Service Partners, LLC(6)(15) |
|
First lien senior secured revolving loan |
|
SR + |
6.50% |
|
10/2029 |
|
278 |
|
|
266 |
|
|
281 |
|
|
— |
% |
| Essential Services Holding Corporation (dba Turnpoint)(7) |
|
First lien senior secured loan |
|
SR + |
5.00% |
|
06/2031 |
|
6,256 |
|
|
6,196 |
|
|
6,194 |
|
|
0.4 |
% |
| Essential Services Holding Corporation (dba Turnpoint)(15)(16)(17) |
|
First lien senior secured delayed draw term loan |
|
SR + |
5.00% |
|
06/2026 |
|
— |
|
|
(6) |
|
|
(6) |
|
|
— |
% |
| Essential Services Holding Corporation (dba Turnpoint)(15)(16) |
|
First lien senior secured revolving loan |
|
SR + |
5.00% |
|
06/2030 |
|
— |
|
|
(7) |
|
|
(8) |
|
|
0.1 |
% |
| Gerson Lehrman Group, Inc.(7) |
|
First lien senior secured loan |
|
SR + |
5.25% |
|
12/2027 |
|
33,066 |
|
|
32,818 |
|
|
32,984 |
|
|
1.8 |
% |
| Gerson Lehrman Group, Inc.(15)(16) |
|
First lien senior secured revolving loan |
|
SR + |
5.25% |
|
12/2027 |
|
— |
|
|
(12) |
|
|
(4) |
|
|
— |
% |
| Guidehouse Inc.(6) |
|
First lien senior secured loan |
|
SR + |
5.75% (2.00% PIK) |
|
12/2030 |
|
44,180 |
|
|
44,180 |
|
|
44,069 |
|
|
2.4 |
% |
| Relativity ODA LLC(6) |
|
First lien senior secured loan |
|
SR + |
4.50% |
|
05/2029 |
|
24,690 |
|
|
24,592 |
|
|
24,589 |
|
|
1.3 |
% |
| Relativity ODA LLC(15)(16) |
|
First lien senior secured revolving loan |
|
SR + |
4.50% |
|
05/2029 |
|
— |
|
|
(8) |
|
|
(9) |
|
|
— |
% |
| Sensor Technology Topco, Inc. (dba Humanetics)(7) |
|
First lien senior secured loan |
|
SR + |
7.00% (2.00% PIK) |
|
05/2028 |
|
18,361 |
|
|
18,282 |
|
|
18,453 |
|
|
1.0 |
% |
| Sensor Technology Topco, Inc. (dba Humanetics)(11) |
|
First lien senior secured EUR term loan |
|
E + |
7.25% (2.25% PIK) |
|
05/2028 |
|
€ |
3,317 |
|
|
3,588 |
|
|
3,720 |
|
|
0.2 |
% |
| Sensor Technology Topco, Inc. (dba Humanetics)(6)(15) |
|
First lien senior secured revolving loan |
|
SR + |
6.50% |
|
05/2028 |
|
925 |
|
|
918 |
|
|
929 |
|
|
— |
% |
| Vensure Employer Services, Inc.(7) |
|
First lien senior secured loan |
|
SR + |
5.00% |
|
09/2031 |
|
779 |
|
|
771 |
|
|
771 |
|
|
— |
% |
| Vensure Employer Services, Inc.(15)(16)(17) |
|
First lien senior secured delayed draw term loan |
|
SR + |
5.00% |
|
09/2026 |
|
— |
|
|
(1) |
|
|
(1) |
|
|
— |
% |
|
|
|
|
|
|
|
|
|
|
|
140,497 |
|
|
141,175 |
|
|
7.7 |
% |
Blue Owl Capital Corporation III
Consolidated Schedule of Investments
as of September 30, 2024
(Amounts in thousands, except share amounts)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Company(1)(2)(5)(20)(25) |
|
Investment |
|
Interest |
|
Maturity Date |
|
Par / Units |
|
Amortized Cost(3)(4) |
|
Fair Value |
|
Percentage of Net Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Specialty retail |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Galls, LLC(7) |
|
First lien senior secured loan |
|
SR + |
6.50% (1.50% PIK) |
|
03/2030 |
|
24,379 |
|
|
24,040 |
|
|
24,257 |
|
|
1.3 |
% |
| Galls, LLC(7)(15)(17) |
|
First lien senior secured delayed draw term loan |
|
SR + |
6.50% (1.50% PIK) |
|
03/2026 |
|
892 |
|
|
834 |
|
|
887 |
|
|
— |
% |
| Galls, LLC(7)(15) |
|
First lien senior secured revolving loan |
|
SR + |
6.00% |
|
03/2030 |
|
894 |
|
|
849 |
|
|
878 |
|
|
— |
% |
| Ideal Image Development, LLC(7) |
|
First lien senior secured loan |
|
SR + |
6.50% PIK |
|
02/2029 |
|
3,103 |
|
|
3,077 |
|
|
3,041 |
|
|
0.2 |
% |
| Ideal Image Development, LLC(9)(15) |
|
First lien senior secured revolving loan |
|
SR + |
6.50% PIK |
|
02/2029 |
|
1,019 |
|
|
1,019 |
|
|
994 |
|
|
0.1 |
% |
| Milan Laser Holdings LLC(7) |
|
First lien senior secured loan |
|
SR + |
5.00% |
|
04/2027 |
|
40,123 |
|
|
39,927 |
|
|
40,123 |
|
|
2.1 |
% |
| Milan Laser Holdings LLC(6)(15) |
|
First lien senior secured revolving loan |
|
SR + |
5.00% |
|
04/2026 |
|
1,702 |
|
|
1,681 |
|
|
1,702 |
|
|
0.1 |
% |
| Notorious Topco, LLC (dba Beauty Industry Group)(7) |
|
First lien senior secured loan |
|
SR + |
7.25% (2.50% PIK) |
|
11/2027 |
|
59,996 |
|
|
59,463 |
|
|
55,495 |
|
|
2.9 |
% |
| Notorious Topco, LLC (dba Beauty Industry Group)(7) |
|
First lien senior secured delayed draw term loan |
|
SR + |
7.25% (2.50% PIK) |
|
11/2027 |
|
5,229 |
|
|
5,173 |
|
|
4,837 |
|
|
0.3 |
% |
| Notorious Topco, LLC (dba Beauty Industry Group)(15)(16) |
|
First lien senior secured revolving loan |
|
SR + |
6.75% |
|
05/2027 |
|
— |
|
|
(38) |
|
|
(396) |
|
|
— |
% |
| The Shade Store, LLC(6) |
|
First lien senior secured loan |
|
SR + |
6.00% |
|
10/2029 |
|
61,952 |
|
|
61,331 |
|
|
60,714 |
|
|
3.2 |
% |
| The Shade Store, LLC(15)(16)(17) |
|
First lien senior secured delayed draw term loan |
|
SR + |
7.00% |
|
03/2026 |
|
— |
|
|
(52) |
|
|
— |
|
|
— |
% |
| The Shade Store, LLC(7)(15) |
|
First lien senior secured revolving loan |
|
SR + |
6.00% |
|
10/2028 |
|
4,332 |
|
|
4,283 |
|
|
4,204 |
|
|
0.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
201,587 |
|
|
196,736 |
|
|
10.4 |
% |
| Telecommunications |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| EOS Finco S.A.R.L(8)(18)(19) |
|
First lien senior secured loan |
|
SR + |
6.00% |
|
10/2029 |
|
8,430 |
|
|
8,069 |
|
|
6,797 |
|
|
0.4 |
% |
| EOS U.S. Finco LLC(7)(15)(17)(18)(19) |
|
First lien senior secured delayed draw term loan |
|
SR + |
6.00% |
|
05/2026 |
|
35 |
|
|
9 |
|
|
(182) |
|
|
— |
% |
Blue Owl Capital Corporation III
Consolidated Schedule of Investments
as of September 30, 2024
(Amounts in thousands, except share amounts)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Company(1)(2)(5)(20)(25) |
|
Investment |
|
Interest |
|
Maturity Date |
|
Par / Units |
|
Amortized Cost(3)(4) |
|
Fair Value |
|
Percentage of Net Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Level 3 Financing, Inc.(6)(18)(19) |
|
First lien senior secured loan |
|
SR + |
6.56% |
|
04/2029 |
|
8,116 |
|
|
8,030 |
|
|
8,276 |
|
|
0.4 |
% |
| Level 3 Financing, Inc.(6)(18)(19) |
|
First lien senior secured loan |
|
SR + |
6.56% |
|
04/2030 |
|
8,116 |
|
|
8,017 |
|
|
8,248 |
|
|
0.4 |
% |
| Park Place Technologies, LLC(7) |
|
First lien senior secured loan |
|
SR + |
5.25% |
|
03/2031 |
|
9,401 |
|
|
9,312 |
|
|
9,354 |
|
|
0.5 |
% |
| Park Place Technologies, LLC(15)(16)(17) |
|
First lien senior secured delayed draw term loan |
|
SR + |
5.25% |
|
09/2025 |
|
— |
|
|
(7) |
|
|
— |
|
|
— |
% |
| Park Place Technologies, LLC(6)(15) |
|
First lien senior secured revolving loan |
|
SR + |
5.25% |
|
03/2030 |
|
177 |
|
|
167 |
|
|
171 |
|
|
— |
% |
| PPT Holdings III, LLC (dba Park Place Technologies)(24) |
|
First lien senior secured loan |
|
|
12.75% PIK |
|
03/2034 |
|
3,204 |
|
|
3,131 |
|
|
3,172 |
|
|
0.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
36,728 |
|
|
35,836 |
|
|
1.9 |
% |
| Total non-controlled/non-affiliated portfolio company debt investments |
|
|
|
|
|
|
|
|
|
|
3,873,772 |
|
|
3,871,901 |
|
|
202.6 |
% |
| Equity Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Automotive services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| CD&R Value Building Partners I, L.P. (dba Belron)(18)(22)(23)(27) |
|
LP Interest |
|
|
N/A |
|
N/A |
|
32,865 |
|
|
32,911 |
|
|
40,051 |
|
|
2.1 |
% |
| Metis HoldCo, Inc. (dba Mavis Tire Express Services)(22)(24) |
|
Series A Convertible Preferred Stock |
|
|
7.00% PIK |
|
N/A |
|
32,308 |
|
|
40,235 |
|
|
40,939 |
|
|
2.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
73,146 |
|
|
80,990 |
|
|
4.2 |
% |
| Buildings and real estate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Dodge Construction Network Holdings, L.P.(22)(23) |
|
Class A-2 Common Units |
|
|
N/A |
|
N/A |
|
431,889 |
|
|
368 |
|
|
181 |
|
|
— |
% |
| Dodge Construction Network Holdings, L.P.(7)(22) |
|
Series A Preferred Units |
|
SR + |
8.25% |
|
N/A |
|
0 |
|
|
9 |
|
|
6 |
|
|
— |
% |
|
|
|
|
|
|
|
|
|
|
|
377 |
|
|
187 |
|
|
— |
% |
| Business services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Denali Holding, LP (dba Summit Companies)(22)(23) |
|
Class A Units |
|
|
N/A |
|
N/A |
|
413,725 |
|
|
4,215 |
|
|
6,913 |
|
|
0.4 |
% |
| Hercules Buyer, LLC (dba The Vincit Group)(21)(22)(23) |
|
Common Units |
|
|
N/A |
|
N/A |
|
450 |
|
|
450 |
|
|
550 |
|
|
— |
% |
| Knockout Intermediate Holdings I Inc. (dba Kaseya Inc.)(8)(22) |
|
Perpetual Preferred Stock |
|
SR + |
10.75% PIK |
|
N/A |
|
6,000 |
|
|
7,590 |
|
|
7,705 |
|
|
0.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
12,255 |
|
|
15,168 |
|
|
0.8 |
% |
Blue Owl Capital Corporation III
Consolidated Schedule of Investments
as of September 30, 2024
(Amounts in thousands, except share amounts)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Company(1)(2)(5)(20)(25) |
|
Investment |
|
Interest |
|
Maturity Date |
|
Par / Units |
|
Amortized Cost(3)(4) |
|
Fair Value |
|
Percentage of Net Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Consumer products |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ASP Conair Holdings LP(22)(23) |
|
Class A Units |
|
|
N/A |
|
N/A |
|
12,857 |
|
|
1,286 |
|
|
1,290 |
|
|
0.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
1,286 |
|
|
1,290 |
|
|
0.1 |
% |
| Education |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Paradigmatic Holdco LLC (dba Pluralsight)(22)(23) |
|
Common Units |
|
|
N/A |
|
N/A |
|
1,309,529 |
|
|
3,475 |
|
|
3,475 |
|
|
0.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
3,475 |
|
|
3,475 |
|
|
0.2 |
% |
| Financial services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Amergin Asset Management, LLC(18)(22)(23) |
|
Class A Units |
|
|
N/A |
|
N/A |
|
50,000,000 |
|
|
— |
|
|
1,608 |
|
|
0.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
1,608 |
|
|
0.1 |
% |
| Food and beverage |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Hissho Sushi Holdings, LLC(22)(23) |
|
Class A Units |
|
|
N/A |
|
N/A |
|
7,502 |
|
|
60 |
|
|
93 |
|
|
— |
% |
|
|
|
|
|
|
|
|
|
|
|
60 |
|
|
93 |
|
|
— |
% |
| Healthcare equipment and services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| KPCI Holdings, L.P.(22)(23) |
|
Class A Units |
|
|
N/A |
|
N/A |
|
6,169 |
|
|
6,701 |
|
|
14,111 |
|
|
0.8 |
% |
| Maia Aggregator, LP(22)(23) |
|
Class A-2 Units |
|
|
N/A |
|
N/A |
|
112,360 |
|
|
112 |
|
|
108 |
|
|
— |
% |
| Patriot Holdings SCSp (dba Corza Health, Inc.)(18)(22)(24) |
|
Class A Units |
|
|
8.00% PIK |
|
N/A |
|
1,865 |
|
|
2,418 |
|
|
2,418 |
|
|
0.1 |
% |
| Patriot Holdings SCSp (dba Corza Health, Inc.)(18)(22)(23) |
|
Class B Units |
|
|
N/A |
|
N/A |
|
25,678 |
|
|
81 |
|
|
164 |
|
|
— |
% |
| Rhea Acquisition Holdings, LP(22)(23) |
|
Series A-2 Units |
|
|
N/A |
|
N/A |
|
119,048 |
|
|
119 |
|
|
183 |
|
|
— |
% |
|
|
|
|
|
|
|
|
|
|
|
9,431 |
|
|
16,984 |
|
|
0.9 |
% |
| Healthcare providers and services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| KOBHG Holdings, L.P. (dba OB Hospitalist)(22)(23) |
|
Class A Interests |
|
|
N/A |
|
N/A |
|
3,017 |
|
|
3,017 |
|
|
2,760 |
|
|
0.1 |
% |
| KWOL Acquisition Inc. (dba Worldwide Clinical Trials)(22)(23) |
|
Class A Interests |
|
|
N/A |
|
N/A |
|
90 |
|
|
904 |
|
|
904 |
|
|
— |
% |
| Romulus Intermediate Holdings 1 Inc. (dba PetVet Care Centers)(22)(24) |
|
Series A Preferred Stock |
|
|
15.00% PIK |
|
N/A |
|
2,868 |
|
|
3,152 |
|
|
3,114 |
|
|
0.2 |
% |
| XOMA Corporation(22)(23) |
|
Common Stock Warrants |
|
|
N/A |
|
N/A |
|
6,000 |
|
|
41 |
|
|
73 |
|
|
— |
% |
|
|
|
|
|
|
|
|
|
|
|
7,114 |
|
|
6,851 |
|
|
0.3 |
% |
Blue Owl Capital Corporation III
Consolidated Schedule of Investments
as of September 30, 2024
(Amounts in thousands, except share amounts)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Company(1)(2)(5)(20)(25) |
|
Investment |
|
Interest |
|
Maturity Date |
|
Par / Units |
|
Amortized Cost(3)(4) |
|
Fair Value |
|
Percentage of Net Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Healthcare technology |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Minerva Holdco, Inc.(22)(24) |
|
Series A Preferred Stock |
|
|
10.75% PIK |
|
N/A |
|
2,000 |
|
|
2,623 |
|
|
2,560 |
|
|
0.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
2,623 |
|
|
2,560 |
|
|
0.1 |
% |
| Household products |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Evology, LLC(22)(23) |
|
Class B Units |
|
|
N/A |
|
N/A |
|
113 |
|
|
540 |
|
|
355 |
|
|
— |
% |
|
|
|
|
|
|
|
|
|
|
|
540 |
|
|
355 |
|
|
— |
% |
| Human resource support services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Sunshine Software Holdings, Inc. (dba Cornerstone OnDemand, Inc.)(22)(24) |
|
Series A Preferred Stock |
|
|
10.50% PIK |
|
N/A |
|
12,750 |
|
|
16,603 |
|
|
14,520 |
|
|
0.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
16,603 |
|
|
14,520 |
|
|
0.9 |
% |
| Insurance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Accelerate Topco Holdings, LLC(22)(23) |
|
Common Units |
|
|
N/A |
|
N/A |
|
5,129 |
|
|
142 |
|
|
218 |
|
|
— |
% |
| Evolution Parent, LP (dba SIAA)(22)(23) |
|
LP Interest |
|
|
N/A |
|
N/A |
|
8,919 |
|
|
892 |
|
|
1,015 |
|
|
0.1 |
% |
| GrowthCurve Capital Sunrise Co-Invest LP (dba Brightway)(22)(23) |
|
LP Interest |
|
|
N/A |
|
N/A |
|
421 |
|
|
426 |
|
|
420 |
|
|
— |
% |
| Hockey Parent Holdings, L.P.(22)(23) |
|
Class A Units |
|
|
N/A |
|
N/A |
|
7,500 |
|
|
7,507 |
|
|
7,858 |
|
|
0.4 |
% |
| PCF Holdco, LLC (dba PCF Insurance Services)(22)(23) |
|
Class A Units |
|
|
N/A |
|
N/A |
|
3,770,773 |
|
|
9,563 |
|
|
16,622 |
|
|
1.0 |
% |
| PCF Holdco, LLC (dba PCF Insurance Services)(22)(24) |
|
Series A Preferred Units |
|
|
15.00% PIK |
|
N/A |
|
4,339 |
|
|
3,814 |
|
|
4,725 |
|
|
0.2 |
% |
| PCF Holdco, LLC (dba PCF Insurance Services)(22)(23) |
|
Class A Unit Warrants |
|
|
N/A |
|
N/A |
|
335,816 |
|
|
1,146 |
|
|
985 |
|
|
— |
% |
|
|
|
|
|
|
|
|
|
|
|
23,490 |
|
|
31,843 |
|
|
1.7 |
% |
| Internet software and services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| BCTO WIW Holdings, Inc. (dba When I Work)(22)(23) |
|
Class A Common Stock |
|
|
N/A |
|
N/A |
|
57,000 |
|
|
5,700 |
|
|
3,363 |
|
|
0.2 |
% |
| Brooklyn Lender Co-Invest 2, L.P. (dba Boomi)(22)(23) |
|
Common Units |
|
|
N/A |
|
N/A |
|
1,729,439 |
|
|
1,729 |
|
|
2,232 |
|
|
0.1 |
% |
| Elliott Alto Co-Investor Aggregator L.P.(18)(22)(23) |
|
LP Interest |
|
|
N/A |
|
N/A |
|
2,873,134 |
|
|
2,892 |
|
|
4,014 |
|
|
0.2 |
% |
| Project Hotel California Co-Invest Fund, L.P.(18)(22)(23) |
|
LP Interest |
|
|
N/A |
|
N/A |
|
1,342,354 |
|
|
1,343 |
|
|
1,526 |
|
|
0.1 |
% |
Blue Owl Capital Corporation III
Consolidated Schedule of Investments
as of September 30, 2024
(Amounts in thousands, except share amounts)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Company(1)(2)(5)(20)(25) |
|
Investment |
|
Interest |
|
Maturity Date |
|
Par / Units |
|
Amortized Cost(3)(4) |
|
Fair Value |
|
Percentage of Net Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Insight CP (Blocker) Holdings, L.P. (dba CivicPlus, LLC)(18)(22)(23) |
|
LP Interest |
|
|
N/A |
|
N/A |
|
470,219 |
|
|
471 |
|
|
561 |
|
|
— |
% |
| MessageBird Holding B.V.(18)(22)(23) |
|
Extended Series C Warrants |
|
|
N/A |
|
N/A |
|
25,540 |
|
|
157 |
|
|
28 |
|
|
— |
% |
| Project Alpine Co-Invest Fund, LP(18)(22)(23) |
|
LP Interest |
|
|
N/A |
|
N/A |
|
2,000,000 |
|
|
2,001 |
|
|
2,363 |
|
|
0.1 |
% |
| Thunder Topco L.P. (dba Vector Solutions)(22)(23) |
|
Common Units |
|
|
N/A |
|
N/A |
|
2,138,653 |
|
|
2,139 |
|
|
2,400 |
|
|
0.1 |
% |
| WMC Bidco, Inc. (dba West Monroe)(22)(24) |
|
Senior Preferred Stock |
|
|
11.25% PIK |
|
N/A |
|
33,385 |
|
|
45,624 |
|
|
44,026 |
|
|
2.3 |
% |
| Zoro TopCo, Inc. (dba Zendesk, Inc.)(22)(24) |
|
Series A Preferred Stock |
|
|
12.50% PIK |
|
N/A |
|
3,225 |
|
|
3,956 |
|
|
4,053 |
|
|
0.2 |
% |
| Zoro TopCo, L.P. (dba Zendesk, Inc.)(22)(23) |
|
Class A Common Units |
|
|
N/A |
|
N/A |
|
268,735 |
|
|
2,687 |
|
|
2,926 |
|
|
0.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
68,699 |
|
|
67,492 |
|
|
3.5 |
% |
| Manufacturing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Gloves Holdings, LP (dba Protective Industrial Products)(22)(23) |
|
LP Interest |
|
|
N/A |
|
N/A |
|
7,000 |
|
|
700 |
|
|
829 |
|
|
— |
% |
|
|
|
|
|
|
|
|
|
|
|
700 |
|
|
829 |
|
|
— |
% |
| Specialty Retail |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Ideal Topco, L.P.(22)(23) |
|
Class A-1 Preferred Units |
|
|
N/A |
|
N/A |
|
6,097,561 |
|
|
6,098 |
|
|
5,854 |
|
|
0.3 |
% |
| Ideal Topco, L.P.(22)(23) |
|
Class A-2 Common Units |
|
|
N/A |
|
N/A |
|
4,146,341 |
|
|
— |
|
|
— |
|
|
— |
% |
|
|
|
|
|
|
|
|
|
|
|
6,098 |
|
|
5,854 |
|
|
0.3 |
% |
| Total non-controlled/non-affiliated portfolio company equity investments |
|
|
|
|
|
|
|
|
|
|
$ |
225,897 |
|
|
$ |
250,099 |
|
|
13.1 |
% |
| Total non-controlled/non-affiliated portfolio company investments |
|
|
|
|
|
|
|
|
|
|
$ |
4,099,669 |
|
|
$ |
4,122,000 |
|
|
215.7 |
% |
Blue Owl Capital Corporation III
Consolidated Schedule of Investments
as of September 30, 2024
(Amounts in thousands, except share amounts)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Company(1)(2)(5)(20)(25) |
|
Investment |
|
Interest |
|
Maturity Date |
|
Par / Units |
|
Amortized Cost(3)(4) |
|
Fair Value |
|
Percentage of Net Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Non-controlled/affiliated portfolio company investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Asset based lending and fund finance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC(18)(24)(28) |
|
First lien senior secured loan |
|
|
12.00% PIK |
|
07/2030 |
|
7,085 |
|
|
7,085 |
|
|
7,086 |
|
|
0.4 |
% |
| AAM Series 2.1 Aviation Feeder, LLC(18)(24)(28) |
|
First lien senior secured loan |
|
|
12.00% PIK |
|
11/2030 |
|
6,655 |
|
|
6,655 |
|
|
6,656 |
|
|
0.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
13,740 |
|
|
13,742 |
|
|
0.7 |
% |
| Household products |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Walker Edison Furniture Company LLC(7)(26)(28) |
|
First lien senior secured loan |
|
SR + |
6.75% PIK |
|
03/2027 |
|
7,968 |
|
|
6,114 |
|
|
3,068 |
|
|
0.3 |
% |
| Walker Edison Furniture Company LLC(7)(26)(28) |
|
First lien senior secured delayed draw term loan |
|
SR + |
6.75% PIK |
|
03/2027 |
|
928 |
|
|
833 |
|
|
357 |
|
|
— |
% |
| Walker Edison Furniture Company LLC(7)(15)(17)(26)(28) |
|
First lien senior secured delayed draw term loan |
|
SR + |
6.75% PIK |
|
03/2027 |
|
1,986 |
|
|
1,917 |
|
|
662 |
|
|
— |
% |
| Walker Edison Furniture Company LLC(7)(26)(28) |
|
First lien senior secured revolving loan |
|
SR + |
6.75% PIK |
|
03/2027 |
|
3,333 |
|
|
3,335 |
|
|
2,292 |
|
|
0.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
12,199 |
|
|
6,379 |
|
|
0.4 |
% |
| Total non-controlled/affiliated portfolio company debt investments |
|
|
|
|
|
|
|
|
|
|
25,939 |
|
|
20,121 |
|
|
1.1 |
% |
| Equity Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Asset based lending and fund finance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC(15)(18)(22)(23)(28) |
|
LLC Interest |
|
|
N/A |
|
N/A |
|
4,461,996 |
|
|
4,462 |
|
|
5,193 |
|
|
0.3 |
% |
| AAM Series 2.1 Aviation Feeder, LLC(18)(22)(23)(28) |
|
LLC Interest |
|
|
N/A |
|
N/A |
|
2,893,394 |
|
|
2,893 |
|
|
2,968 |
|
|
0.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
7,355 |
|
|
8,161 |
|
|
0.5 |
% |
| Household products |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Walker Edison Holdco LLC(22)(23)(28) |
|
Common Units |
|
|
N/A |
|
N/A |
|
72,917 |
|
|
7,046 |
|
|
— |
|
|
— |
% |
|
|
|
|
|
|
|
|
|
|
|
7,046 |
|
|
— |
|
|
— |
% |
Blue Owl Capital Corporation III
Consolidated Schedule of Investments
as of September 30, 2024
(Amounts in thousands, except share amounts)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Company(1)(2)(5)(20)(25) |
|
Investment |
|
Interest |
|
Maturity Date |
|
Par / Units |
|
Amortized Cost(3)(4) |
|
Fair Value |
|
Percentage of Net Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Insurance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Fifth Season Investments LLC(22)(28) |
|
Class A Units |
|
|
N/A |
|
N/A |
|
8 |
|
|
74,322 |
|
|
79,218 |
|
|
4.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
74,322 |
|
|
79,218 |
|
|
4.1 |
% |
| Pharmaceuticals |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| LSI Financing 1 DAC(18)(22)(28) |
|
Preferred Equity |
|
|
N/A |
|
N/A |
|
12,954,455 |
|
|
12,991 |
|
|
14,108 |
|
|
0.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
12,991 |
|
|
14,108 |
|
|
0.7 |
% |
| Total non-controlled/affiliated portfolio company equity investments |
|
|
|
|
|
|
|
|
|
|
$ |
101,714 |
|
|
$ |
101,487 |
|
|
5.3 |
% |
| Total non-controlled/affiliated portfolio company investments |
|
|
|
|
|
|
|
|
|
|
$ |
127,653 |
|
|
$ |
121,608 |
|
|
6.4 |
% |
| Controlled/affiliated portfolio company investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Equity Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Joint ventures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Blue Owl Credit SLF LLC(18)(22)(23)(27)(29) |
|
LLC Interest |
|
|
N/A |
|
N/A |
|
5,469 |
|
|
5,473 |
|
|
5,467 |
|
|
0.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
5,473 |
|
|
5,467 |
|
|
0.3 |
% |
| Total controlled/affiliated portfolio company equity investments |
|
|
|
|
|
|
|
|
|
|
$ |
5,473 |
|
|
$ |
5,467 |
|
|
0.3 |
% |
| Total controlled/affiliated portfolio company investments |
|
|
|
|
|
|
|
|
|
|
$ |
5,473 |
|
|
$ |
5,467 |
|
|
0.3 |
% |
| Total Investments |
|
|
|
|
|
|
|
|
|
|
$ |
4,232,795 |
|
|
$ |
4,249,075 |
|
|
222.4 |
% |
(1)Certain portfolio company investments are subject to contractual restrictions on sales.
(2)Unless otherwise indicated, all investments are considered Level 3 investments.
(3)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.
(4)As of September 30, 2024, the net estimated unrealized gain for U.S. federal income tax purposes was $24.6 million based on a tax cost basis of $4.22 billion. As of September 30, 2024, the estimated aggregate gross unrealized loss for U.S. federal income tax purposes was $38.1 million and the estimated aggregate gross unrealized gain for U.S. federal income tax purposes was $62.7 million.
(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 Secured Overnight Financing Rate (“SOFR” or “SR”) (which can include one-, three-, six-, or twelve-month SOFR), Euro Interbank Offered Rate (“EURIBOR” or “E”), Sterling Overnight Interbank Average Rate (“SONIA” or “SA”), Australian Bank Bill Swap Bid Rate (“BBSY” or “BB”) (which can include one-, three-, or six-month BBSY) or an alternate base rate (which can include the Federal Funds Effective Rate or the Prime Rate (“Prime” or “P”)), 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 SOFR, which as of September 30, 2024 was 4.85%.
Blue Owl Capital Corporation III
Consolidated Schedule of Investments
as of September 30, 2024
(Amounts in thousands, except share amounts)
(Unaudited)
(7)The interest rate on these loans is subject to 3 month SOFR, which as of September 30, 2024 was 4.59%.
(8)The interest rate on these loans is subject to 6 month SOFR, which as of September 30, 2024 was 4.25%.
(9)The interest rate on these loans is subject to 12 month SOFR, which as of September 30, 2024 was 3.78%.
(10)The interest rate on these loans is subject to SONIA, which as of September 30, 2024 was 4.95%.
(11)The interest rate on these loans is subject to 3 month EURIBOR, which as of September 30, 2024 was 3.28%.
(12)The interest rate on these loans is subject to 6 month EURIBOR, which as of September 30, 2024 was 3.11%.
(13)The interest rate on these loans is subject to 3 month BBSY, which as of September 30, 2024 was 4.43%.
(14)The interest rate on these loans is subject to Prime, which as of September 30, 2024 was 8.00%.
(15)Position or portion thereof is an unfunded loan or equity commitment. See Note 7 “Commitments and Contingencies.”
(16)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.
(17)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.
(18)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, 2024, non-qualifying assets represented 9.1% of total assets as calculated in accordance with the regulatory requirements.
(19)Level 2 investment.
(20)Unless otherwise indicated, represents co-investment made with the Company’s affiliates in accordance with the terms of the exemptive relief that the Company relies on from the U.S. Securities and Exchange Commission. See Note 3 “Agreements and Related Party Transactions.”
(21)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.
(22)Security acquired in transaction 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, 2024, the aggregate fair value of these securities is $357.1 million or 18.7% of the Company’s net assets. The acquisition dates of the restricted securities are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Portfolio Company |
|
Investment |
|
Acquisition Date |
| AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC |
|
LLC Interest |
|
July 1, 2022 |
| AAM Series 2.1 Aviation Feeder, LLC |
|
LLC Interest |
|
July 1, 2022 |
| Accelerate Topco Holdings, LLC |
|
Common Units |
|
September 1, 2022 |
| Project Alpine Co-Invest Fund, LP |
|
LP Interest |
|
June 10, 2022 |
| Amergin Asset Management, LLC |
|
Class A Units |
|
July 1, 2022 |
| ASP Conair Holdings LP |
|
Class A Units |
|
May 17, 2021 |
| BCTO WIW Holdings, Inc. (dba When I Work) |
|
Class A Common Stock |
|
November 2, 2021 |
| Blue Owl Credit SLF LLC* |
|
LLC Interest |
|
August 1, 2024 |
| Brooklyn Lender Co-Invest 2, L.P. (dba Boomi) |
|
Common Units |
|
October 1, 2021 |
| CD&R Value Building Partners I, L.P. (dba Belron) |
|
LP Interest |
|
December 2, 2021 |
| Denali Holding, LP (dba Summit Companies) |
|
Class A Units |
|
September 15, 2021 |
| Dodge Construction Network Holdings, L.P. |
|
Class A-2 Common Units |
|
February 23, 2022 |
Blue Owl Capital Corporation III
Consolidated Schedule of Investments
as of September 30, 2024
(Amounts in thousands, except share amounts)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Portfolio Company |
|
Investment |
|
Acquisition Date |
| Dodge Construction Network Holdings, L.P. |
|
Series A Preferred Units |
|
February 23, 2022 |
| Elliott Alto Co-Investor Aggregator L.P. |
|
LP Interest |
|
September 27, 2022 |
| Evology LLC |
|
Class B Units |
|
January 24, 2022 |
| Evolution Parent, LP (dba SIAA) |
|
LP Interest |
|
April 30, 2021 |
| Fifth Season Investments LLC |
|
Class A Units |
|
October 17, 2022 |
| Gloves Holdings, LP (dba Protective Industrial Products) |
|
LP Interest |
|
December 29, 2020 |
| GrowthCurve Capital Sunrise Co-Invest LP (dba Brightway) |
|
LP Interest |
|
December 16, 2021 |
| Hercules Buyer, LLC (dba The Vincit Group) |
|
Common Units |
|
December 15, 2020 |
| Hissho Sushi Holdings, LLC |
|
Class A Units |
|
May 17, 2022 |
| Hockey Parent Holdings, L.P. |
|
Class A Units |
|
September 14, 2023 |
| Ideal Topco, L.P. |
|
Class A-1 Preferred Units |
|
February 20, 2024 |
| Ideal Topco, L.P. |
|
Class A-2 Common Units |
|
February 20, 2024 |
| Project Hotel California Co-Invest Fund, L.P. |
|
LP Interest |
|
August 9, 2022 |
| Insight CP (Blocker) Holdings, L.P. (dba CivicPlus, LLC) |
|
LP Interest |
|
June 8, 2022 |
| Knockout Intermediate Holdings I Inc. (dba Kaseya) |
|
Perpetual Preferred Stock |
|
June 23, 2022 |
| KOBHG Holdings, L.P. (dba OB Hospitalist) |
|
Class A Interests |
|
September 27, 2021 |
| KPCI Holdings, LP |
|
Class A Units |
|
November 30, 2020 |
| KWOL Co-Invest, LP |
|
Class A Interests |
|
December 12, 2023 |
| LSI Financing 1 DAC |
|
Preferred Equity |
|
December 14, 2022 |
| Maia Aggregator, LP |
|
Class A-2 Units |
|
February 1, 2022 |
| MessageBird Holding B.V. |
|
Extended Series C Warrants |
|
May 5, 2021 |
| Metis HoldCo, Inc. (dba Mavis Tire Express Services) |
|
Series A Convertible Preferred Stock |
|
May 4, 2021 |
| Minerva Holdco, Inc. |
|
Series A Preferred Stock |
|
February 15, 2022 |
| Paradigmatic Holdco LLC (dba Pluralsight, LLC) |
|
Common Units |
|
August 22, 2024 |
| Patriot Holdings SCSp (dba Corza Health, Inc.) |
|
Class A Units |
|
January 29, 2021 |
| Patriot Holdings SCSp (dba Corza Health, Inc.) |
|
Class B Units |
|
January 29, 2021 |
| PCF Holdco, LLC (dba PCF Insurance Services) |
|
Class A Units |
|
November 1, 2021 |
| PCF Holdco, LLC (dba PCF Insurance Services) |
|
Series A Preferred Units |
|
February 16, 2023 |
| PCF Holdco, LLC (dba PCF Insurance Services) |
|
Class A Unit Warrants |
|
February 16, 2023 |
| Rhea Acquisition Holdings, LP |
|
Series A-2 Units |
|
February 18, 2022 |
Blue Owl Capital Corporation III
Consolidated Schedule of Investments
as of September 30, 2024
(Amounts in thousands, except share amounts)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Portfolio Company |
|
Investment |
|
Acquisition Date |
| Romulus Intermediate Holdings 1 Inc. |
|
Series A Preferred Stock |
|
November 15, 2023 |
| Sunshine Software Holdings, Inc. (dba Cornerstone OnDemand) |
|
Series A Preferred Stock |
|
October 15, 2021 |
| Thunder Topco L.P. (dba Vector Solutions) |
|
Common Units |
|
June 30, 2021 |
| Walker Edison Holdco LLC |
|
Common Units |
|
March 1, 2023 |
| WMC Bidco, Inc. (dba West Monroe) |
|
Senior Preferred Stock |
|
November 9, 2021 |
| XOMA Corporation |
|
Common Stock Warrants |
|
December 15, 2023 |
| Zoro TopCo, LP |
|
Class A Common Units |
|
November 22, 2022 |
| Zoro TopCo, Inc. |
|
Series A Preferred Stock |
|
November 22, 2022 |
*Refer to Note 4 “Investments – Blue Owl Credit SLF LLC,” for further information.
(23)Investment is non-income producing.
(24)Investment contains a fixed-rate structure.
(25)Unless otherwise indicated, the Company’s portfolio companies are pledged as collateral supporting the amounts outstanding under the Revolving Credit Facility, SPV Asset Facility I, SPV Asset Facility II, SPV Asset Facility III and CLO XIV. See Note 5 “Debt.”
(26)Loan was on non-accrual status as of September 30, 2024.
(27)Investment measured at net asset value (“NAV”)
(28)Under 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 outstanding voting securities. The Company’s investments in affiliates for the period ended September 30, 2024, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Company |
|
Fair value
as of December 31, 2023 |
|
Gross Additions(a) |
|
Gross Reductions(b) |
|
Net Change in Unrealized Gain/ (Loss) |
|
Realized Gain/(Loss) |
|
Fair value as of September 30, 2024 |
|
Interest Income |
|
Dividend Income |
|
Other Income |
AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC(c) |
|
$ |
10,806 |
|
|
$ |
775 |
|
|
$ |
(30) |
|
|
$ |
728 |
|
|
$ |
— |
|
|
$ |
12,279 |
|
|
$ |
617 |
|
|
$ |
— |
|
|
$ |
— |
|
AAM Series 2.1 Aviation Feeder, LLC(c) |
|
13,079 |
|
|
2,120 |
|
|
(5,651) |
|
|
76 |
|
|
— |
|
|
9,624 |
|
|
632 |
|
|
— |
|
|
— |
|
| Fifth Season Investments LLC |
|
43,904 |
|
|
30,419 |
|
|
— |
|
|
4,895 |
|
|
— |
|
|
79,218 |
|
|
— |
|
|
4,415 |
|
|
— |
|
| LSI Financing 1 DAC |
|
12,992 |
|
|
2,476 |
|
|
(1,837) |
|
|
477 |
|
|
— |
|
|
14,108 |
|
|
— |
|
|
48 |
|
|
— |
|
| Walker Edison Furniture Company LLC |
|
11,120 |
|
|
1,899 |
|
|
— |
|
|
(6,640) |
|
|
— |
|
|
6,379 |
|
|
(18) |
|
|
— |
|
|
5 |
|
| Total |
|
$ |
91,901 |
|
|
$ |
37,689 |
|
|
$ |
(7,518) |
|
|
$ |
(464) |
|
|
$ |
— |
|
|
$ |
121,608 |
|
|
$ |
1,231 |
|
|
$ |
4,463 |
|
|
$ |
5 |
|
________
(a) Gross additions include increases in the cost basis of investments resulting from new investments, payment-in-kind interest or dividends, and the amortization of any unearned income or discounts on equity investments, as applicable.
Blue Owl Capital Corporation III
Consolidated Schedule of Investments
as of September 30, 2024
(Amounts in thousands, except share amounts)
(Unaudited)
(b) Gross reductions include decreases in the cost basis of investments resulting from principal collections related to investment repayments or sales, and the amortization of any premiums on equity investments, as applicable.
(c) 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.
(29)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, 2024, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Company |
|
Fair value
as of December 31, 2023 |
|
Gross Additions(a) |
|
Gross Reductions(b) |
|
Net Change in Unrealized Gain/ (Loss) |
|
Realized Gain/(Loss) |
|
Fair value as of September 30, 2024 |
|
Interest Income |
|
Dividend Income |
|
Other Income |
Blue Owl Credit SLF LLC(c) |
|
— |
|
|
5,473 |
|
|
— |
|
|
(6) |
|
|
— |
|
|
5,467 |
|
|
— |
|
|
— |
|
|
— |
|
| Total |
|
$ |
— |
|
|
$ |
5,473 |
|
|
$ |
— |
|
|
$ |
(6) |
|
|
$ |
— |
|
|
$ |
5,467 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
________
(a) Gross additions include increases in the cost basis of investments resulting from new investments, payment-in-kind interest or dividends, and the amortization of any unearned income or discounts on equity investments, as applicable.
(b) Gross reductions include decreases in the cost basis of investments resulting from principal collections related to investment repayments or sales, and the amortization of any premiums on equity investments, as applicable.
(c) For further description of the Company's investment in Blue Owl Credit SLF LLC, see Note 4 “Investments”.
The accompanying notes are an integral part of these consolidated financial statements.
Blue Owl Capital Corporation III
Consolidated Schedule of Investments
as of December 31, 2023
(Amounts in thousands, except share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Company(1)(2)(23) |
|
Investment |
|
Interest |
|
Maturity Date |
|
Par / Units |
|
Amortized Cost(3)(4) |
|
Fair Value |
|
Percentage of Net Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Non-controlled/non-affiliated portfolio company investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Advertising and media |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Global Music Rights, LLC(5)(7)(18) |
|
First lien senior secured loan |
|
SR + |
5.50% |
|
8/2028 |
|
$ |
82,688 |
|
|
$ |
81,481 |
|
|
$ |
82,683 |
|
|
4.3 |
% |
| Global Music Rights, LLC(5)(13)(14)(18) |
|
First lien senior secured revolving loan |
|
SR + |
5.50% |
|
8/2027 |
|
— |
|
|
(91) |
|
|
— |
|
|
— |
% |
| Circana Group, L.P. (fka The NPD Group, L.P.)(5)(6)(18) |
|
First lien senior secured loan |
|
SR + |
6.25% (2.75% PIK) |
|
12/2028 |
|
19,142 |
|
|
18,827 |
|
|
18,950 |
|
|
1.1 |
% |
| Circana Group, L.P. (fka The NPD Group, L.P.)(5)(6)(13)(18) |
|
First lien senior secured revolving loan |
|
SR + |
5.75% |
|
12/2027 |
|
272 |
|
|
250 |
|
|
257 |
|
|
— |
% |
|
|
|
|
|
|
|
|
|
|
|
100,467 |
|
|
101,890 |
|
|
5.4 |
% |
| Aerospace and defense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Peraton Corp.(5)(7)(17)(18) |
|
Second lien senior secured loan |
|
SR + |
7.75% |
|
2/2029 |
|
14,494 |
|
|
14,336 |
|
|
14,385 |
|
|
0.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
14,336 |
|
|
14,385 |
|
|
0.8 |
% |
| Asset based lending and fund finance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Hg Genesis 8 Sumoco Limited(5)(10)(16)(18) |
|
Unsecured facility |
|
SA + |
6.00% PIK |
|
8/2025 |
|
£ |
17,800 |
|
|
23,417 |
|
|
22,691 |
|
|
1.2 |
% |
| Hg Genesis 9 Sumoco Limited(5)(11)(16)(18) |
|
Unsecured facility |
|
E + |
7.00% PIK |
|
3/2027 |
|
€ |
1,052 |
|
|
1,153 |
|
|
1,163 |
|
|
0.1 |
% |
| Hg Saturn LuchaCo Limited(5)(10)(16)(18) |
|
Unsecured facility |
|
SA + |
7.50% PIK |
|
3/2026 |
|
£ |
21,176 |
|
|
28,529 |
|
|
26,995 |
|
|
1.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
53,099 |
|
|
50,849 |
|
|
2.7 |
% |
| Automotive |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Spotless Brands, LLC(5)(7)(18) |
|
First lien senior secured loan |
|
SR + |
6.50% |
|
7/2028 |
|
48,120 |
|
|
47,340 |
|
|
47,759 |
|
|
2.6 |
% |
| Spotless Brands, LLC(5)(6)(13)(18) |
|
First lien senior secured revolving loan |
|
SR + |
6.50% |
|
7/2028 |
|
282 |
|
|
262 |
|
|
272 |
|
|
— |
% |
|
|
|
|
|
|
|
|
|
|
|
47,602 |
|
|
48,031 |
|
|
2.6 |
% |
Blue Owl Capital Corporation III
Consolidated Schedule of Investments
as of December 31, 2023
(Amounts in thousands, except share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Company(1)(2)(23) |
|
Investment |
|
Interest |
|
Maturity Date |
|
Par / Units |
|
Amortized Cost(3)(4) |
|
Fair Value |
|
Percentage of Net Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Buildings and real estate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Associations, Inc.(5)(7)(18) |
|
First lien senior secured loan |
|
SR + |
6.50% (2.50% PIK) |
|
7/2027 |
|
84,488 |
|
|
83,765 |
|
|
84,066 |
|
|
4.4 |
% |
| Associations, Inc.(5)(7)(13)(15)(18) |
|
First lien senior secured delayed draw term loan |
|
SR + |
6.50% (2.50% PIK) |
|
6/2024 |
|
325 |
|
|
323 |
|
|
323 |
|
|
— |
% |
| Associations, Inc.(5)(7)(13)(18) |
|
First lien senior secured revolving loan |
|
SR + |
6.50% |
|
7/2027 |
|
1,878 |
|
|
1,837 |
|
|
1,851 |
|
|
0.1 |
% |
| RealPage, Inc.(5)(6)(17)(18) |
|
Second lien senior secured loan |
|
SR + |
6.50% |
|
4/2029 |
|
6,500 |
|
|
6,428 |
|
|
6,483 |
|
|
0.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
92,353 |
|
|
92,723 |
|
|
4.8 |
% |
| Business services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Denali Buyerco, LLC (dba Summit Companies)(5)(7)(18) |
|
First lien senior secured loan |
|
SR + |
5.50% |
|
9/2028 |
|
71,188 |
|
|
70,656 |
|
|
71,010 |
|
|
3.7 |
% |
| Denali Buyerco, LLC (dba Summit Companies)(5)(13)(14)(18) |
|
First lien senior secured revolving loan |
|
SR + |
5.50% |
|
9/2027 |
|
— |
|
|
(38) |
|
|
(15) |
|
|
— |
% |
| Diamondback Acquisition, Inc. (dba Sphera)(5)(6)(18) |
|
First lien senior secured loan |
|
SR + |
5.50% |
|
9/2028 |
|
46,868 |
|
|
46,183 |
|
|
46,166 |
|
|
2.4 |
% |
| Entertainment Benefits Group, LLC(5)(6)(18) |
|
First lien senior secured loan |
|
SR + |
5.25% |
|
9/2025 |
|
854 |
|
|
849 |
|
|
854 |
|
|
— |
% |
| Entertainment Benefits Group, LLC(5)(6)(13)(18) |
|
First lien senior secured revolving loan |
|
SR + |
5.25% |
|
9/2025 |
|
53 |
|
|
52 |
|
|
53 |
|
|
— |
% |
| Fullsteam Operations, LLC(5)(7)(18) |
|
First lien senior secured loan |
|
SR + |
8.25% |
|
11/2029 |
|
3,310 |
|
|
3,212 |
|
|
3,211 |
|
|
0.2 |
% |
| Fullsteam Operations, LLC(5)(7)(13)(15)(18) |
|
First lien senior secured delayed draw term loan |
|
SR + |
8.25% |
|
5/2025 |
|
315 |
|
|
295 |
|
|
295 |
|
|
— |
% |
| Fullsteam Operations, LLC(5)(13)(14)(15)(18) |
|
First lien senior secured delayed draw term loan |
|
SR + |
8.25% |
|
11/2025 |
|
— |
|
|
(7) |
|
|
(7) |
|
|
— |
% |
| Fullsteam Operations, LLC(5)(13)(14)(18) |
|
First lien senior secured revolving loan |
|
SR + |
8.25% |
|
11/2029 |
|
— |
|
|
(5) |
|
|
(6) |
|
|
— |
% |
| Gainsight, Inc.(5)(7)(18) |
|
First lien senior secured loan |
|
SR + |
6.75% PIK |
|
7/2027 |
|
6,192 |
|
|
6,134 |
|
|
6,131 |
|
|
0.3 |
% |
| Gainsight, Inc.(5)(7)(13)(18) |
|
First lien senior secured revolving loan |
|
SR + |
6.75% PIK |
|
7/2027 |
|
444 |
|
|
435 |
|
|
435 |
|
|
— |
% |
Blue Owl Capital Corporation III
Consolidated Schedule of Investments
as of December 31, 2023
(Amounts in thousands, except share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Company(1)(2)(23) |
|
Investment |
|
Interest |
|
Maturity Date |
|
Par / Units |
|
Amortized Cost(3)(4) |
|
Fair Value |
|
Percentage of Net Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Hercules Borrower, LLC (dba The Vincit Group)(5)(7)(18) |
|
First lien senior secured loan |
|
SR + |
6.25% |
|
12/2026 |
|
35,978 |
|
|
35,677 |
|
|
35,888 |
|
|
1.9 |
% |
| Hercules Borrower, LLC (dba The Vincit Group)(5)(7)(18) |
|
First lien senior secured loan |
|
SR + |
5.50% |
|
12/2026 |
|
396 |
|
|
386 |
|
|
393 |
|
|
— |
% |
| Hercules Borrower, LLC (dba The Vincit Group)(5)(7)(18) |
|
First lien senior secured delayed draw term loan |
|
SR + |
5.50% |
|
12/2026 |
|
2,366 |
|
|
2,359 |
|
|
2,348 |
|
|
0.1 |
% |
| Hercules Borrower, LLC (dba The Vincit Group)(5)(13)(14)(18) |
|
First lien senior secured revolving loan |
|
SR + |
6.25% |
|
12/2026 |
|
— |
|
|
(32) |
|
|
(11) |
|
|
— |
% |
| Hercules Buyer, LLC (dba The Vincit Group)(18)(19)(22) |
|
Unsecured notes |
|
|
0.48% PIK |
|
12/2029 |
|
1,065 |
|
|
1,065 |
|
|
1,192 |
|
|
— |
% |
| Kaseya Inc.(5)(7)(18) |
|
First lien senior secured loan |
|
SR + |
6.25% (2.50% PIK) |
|
6/2029 |
|
8,097 |
|
|
7,963 |
|
|
8,076 |
|
|
0.4 |
% |
| Kaseya Inc.(5)(7)(13)(15)(18) |
|
First lien senior secured delayed draw term loan |
|
SR + |
6.25% (2.50% PIK) |
|
6/2024 |
|
30 |
|
|
26 |
|
|
30 |
|
|
— |
% |
| Kaseya Inc.(5)(6)(13)(18) |
|
First lien senior secured revolving loan |
|
SR + |
5.50% |
|
6/2029 |
|
123 |
|
|
115 |
|
|
122 |
|
|
— |
% |
| KPSKY Acquisition, Inc. (dba BluSky)(5)(7)(18) |
|
First lien senior secured loan |
|
SR + |
5.25% |
|
10/2028 |
|
39,111 |
|
|
38,530 |
|
|
38,720 |
|
|
2.0 |
% |
| KPSKY Acquisition, Inc. (dba BluSky)(5)(7)(13)(15)(18) |
|
First lien senior secured delayed draw term loan |
|
SR + |
5.75% |
|
11/2025 |
|
28 |
|
|
5 |
|
|
28 |
|
|
— |
% |
|
|
|
|
|
|
|
|
|
|
|
213,860 |
|
|
214,913 |
|
|
11.0 |
% |
| Chemicals |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Advancion Holdings, LLC (dba Angus Chemical Company)(5)(6)(18) |
|
Second lien senior secured loan |
|
SR + |
7.75% |
|
11/2028 |
|
6,500 |
|
|
6,432 |
|
|
6,078 |
|
|
0.3 |
% |
| Gaylord Chemical Company, L.L.C.(5)(7)(18) |
|
First lien senior secured loan |
|
SR + |
6.00% |
|
3/2027 |
|
66,935 |
|
|
66,507 |
|
|
66,601 |
|
|
3.5 |
% |
| Gaylord Chemical Company, L.L.C.(5)(13)(14)(18) |
|
First lien senior secured revolving loan |
|
SR + |
6.00% |
|
3/2026 |
|
— |
|
|
(19) |
|
|
(20) |
|
|
— |
% |
Blue Owl Capital Corporation III
Consolidated Schedule of Investments
as of December 31, 2023
(Amounts in thousands, except share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Company(1)(2)(23) |
|
Investment |
|
Interest |
|
Maturity Date |
|
Par / Units |
|
Amortized Cost(3)(4) |
|
Fair Value |
|
Percentage of Net Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Velocity HoldCo III Inc. (dba VelocityEHS)(5)(7)(18) |
|
First lien senior secured loan |
|
SR + |
5.75% |
|
4/2027 |
|
5,979 |
|
|
5,896 |
|
|
5,979 |
|
|
0.3 |
% |
| Velocity HoldCo III Inc. (dba VelocityEHS)(5)(7)(13)(18) |
|
First lien senior secured revolving loan |
|
SR + |
5.75% |
|
4/2026 |
|
46 |
|
|
42 |
|
|
46 |
|
|
— |
% |
|
|
|
|
|
|
|
|
|
|
|
78,858 |
|
|
78,684 |
|
|
4.1 |
% |
| Consumer products |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ConAir Holdings LLC(5)(6)(18) |
|
Second lien senior secured loan |
|
SR + |
7.50% |
|
5/2029 |
|
45,000 |
|
|
44,449 |
|
|
43,538 |
|
|
2.3 |
% |
| Foundation Consumer Brands, LLC(5)(7)(18) |
|
First lien senior secured loan |
|
SR + |
6.25% |
|
2/2027 |
|
7,982 |
|
|
7,857 |
|
|
7,982 |
|
|
0.4 |
% |
| Lignetics Investment Corp.(5)(7)(18) |
|
First lien senior secured loan |
|
SR + |
6.00% |
|
11/2027 |
|
56,286 |
|
|
55,799 |
|
|
55,863 |
|
|
2.9 |
% |
| Lignetics Investment Corp.(5)(7)(13)(18) |
|
First lien senior secured revolving loan |
|
SR + |
6.00% |
|
10/2026 |
|
6,373 |
|
|
6,318 |
|
|
6,315 |
|
|
0.3 |
% |
| SWK BUYER, Inc. (dba Stonewall Kitchen)(5)(7)(18) |
|
First lien senior secured loan |
|
SR + |
5.25% |
|
3/2029 |
|
743 |
|
|
731 |
|
|
715 |
|
|
— |
% |
| SWK BUYER, Inc. (dba Stonewall Kitchen)(5)(13)(14)(18) |
|
First lien senior secured revolving loan |
|
SR + |
5.25% |
|
3/2029 |
|
— |
|
|
(1) |
|
|
(3) |
|
|
— |
% |
|
|
|
|
|
|
|
|
|
|
|
115,153 |
|
|
114,410 |
|
|
5.9 |
% |
| Containers and packaging |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Arctic Holdco, LLC (dba Novvia Group)(5)(7)(18) |
|
First lien senior secured loan |
|
SR + |
6.00% |
|
12/2026 |
|
3,200 |
|
|
3,138 |
|
|
3,136 |
|
|
0.2 |
% |
| Arctic Holdco, LLC (dba Novvia Group)(5)(13)(14)(15)(18) |
|
First lien senior secured delayed draw term loan |
|
SR + |
6.00% |
|
12/2024 |
|
— |
|
|
(45) |
|
|
(46) |
|
|
— |
% |
| Ascend Buyer, LLC (dba PPC Flexible Packaging)(5)(7)(18) |
|
First lien senior secured loan |
|
SR + |
6.40% |
|
10/2028 |
|
64,014 |
|
|
63,398 |
|
|
63,854 |
|
|
3.3 |
% |
| Ascend Buyer, LLC (dba PPC Flexible Packaging)(5)(6)(13)(18) |
|
First lien senior secured revolving loan |
|
SR + |
6.25% |
|
9/2027 |
|
1,702 |
|
|
1,670 |
|
|
1,689 |
|
|
0.1 |
% |
| Fortis Solutions Group, LLC(5)(7)(18) |
|
First lien senior secured loan |
|
SR + |
5.50% |
|
10/2028 |
|
31,248 |
|
|
30,784 |
|
|
30,545 |
|
|
1.6 |
% |
| Fortis Solutions Group, LLC(5)(7)(13)(18) |
|
First lien senior secured revolving loan |
|
SR + |
5.50% |
|
10/2027 |
|
157 |
|
|
118 |
|
|
87 |
|
|
— |
% |
Blue Owl Capital Corporation III
Consolidated Schedule of Investments
as of December 31, 2023
(Amounts in thousands, except share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Company(1)(2)(23) |
|
Investment |
|
Interest |
|
Maturity Date |
|
Par / Units |
|
Amortized Cost(3)(4) |
|
Fair Value |
|
Percentage of Net Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Indigo Buyer, Inc. (dba Inovar Packaging Group)(5)(7)(18) |
|
First lien senior secured loan |
|
SR + |
6.25% |
|
5/2028 |
|
888 |
|
|
881 |
|
|
886 |
|
|
— |
% |
| Indigo Buyer, Inc. (dba Inovar Packaging Group)(5)(7)(13)(18) |
|
First lien senior secured revolving loan |
|
SR + |
6.25% |
|
5/2028 |
|
40 |
|
|
39 |
|
|
40 |
|
|
— |
% |
| Pregis Topco LLC(5)(6)(18) |
|
Second lien senior secured loan |
|
SR + |
6.75% |
|
8/2029 |
|
30,000 |
|
|
30,000 |
|
|
30,000 |
|
|
1.6 |
% |
| Pregis Topco LLC(5)(6)(18) |
|
Second lien senior secured loan |
|
SR + |
7.75% |
|
8/2029 |
|
2,500 |
|
|
2,500 |
|
|
2,500 |
|
|
0.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
132,483 |
|
|
132,691 |
|
|
6.9 |
% |
| Distribution |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ABB/Con-cise Optical Group LLC(5)(7)(18) |
|
First lien senior secured loan |
|
SR + |
7.50% |
|
2/2028 |
|
850 |
|
|
841 |
|
|
818 |
|
|
— |
% |
| BradyIFS Holdings, LLC (fka Individual Foodservice Holdings, LLC)(5)(7)(18) |
|
First lien senior secured loan |
|
SR + |
6.00% |
|
10/2029 |
|
50,108 |
|
|
49,617 |
|
|
49,582 |
|
|
2.6 |
% |
| BradyIFS Holdings, LLC (fka Individual Foodservice Holdings, LLC)(5)(7)(13)(15)(18) |
|
First lien senior secured delayed draw term loan |
|
SR + |
6.00% |
|
10/2025 |
|
1,353 |
|
|
1,313 |
|
|
1,337 |
|
|
0.1 |
% |
| BradyIFS Holdings, LLC (fka Individual Foodservice Holdings, LLC)(5)(13)(14)(18) |
|
First lien senior secured revolving loan |
|
SR + |
6.00% |
|
10/2029 |
|
— |
|
|
(41) |
|
|
(45) |
|
|
— |
% |
| Endries Acquisition, Inc.(5)(7)(18) |
|
First lien senior secured loan |
|
SR + |
5.25% |
|
12/2028 |
|
18,611 |
|
|
18,472 |
|
|
18,472 |
|
|
1.0 |
% |
| Endries Acquisition, Inc.(5)(13)(14)(15)(18) |
|
First lien senior secured delayed draw term loan |
|
SR + |
5.25% |
|
6/2024 |
|
— |
|
|
(34) |
|
|
(35) |
|
|
— |
% |
| Endries Acquisition, Inc.(5)(13)(14)(15)(18) |
|
First lien senior secured delayed draw term loan |
|
SR + |
5.25% |
|
12/2025 |
|
— |
|
|
(13) |
|
|
(13) |
|
|
— |
% |
|
|
|
|
|
|
|
|
|
|
|
70,155 |
|
|
70,116 |
|
|
3.7 |
% |
| Education |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Pluralsight, LLC(5)(7)(18) |
|
First lien senior secured loan |
|
SR + |
8.00% |
|
4/2027 |
|
20,640 |
|
|
20,506 |
|
|
19,970 |
|
|
1.0 |
% |
| Pluralsight, LLC(5)(7)(13)(18) |
|
First lien senior secured revolving loan |
|
SR + |
8.00% |
|
4/2027 |
|
1,006 |
|
|
998 |
|
|
963 |
|
|
0.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
21,504 |
|
|
20,933 |
|
|
1.1 |
% |
Blue Owl Capital Corporation III
Consolidated Schedule of Investments
as of December 31, 2023
(Amounts in thousands, except share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Company(1)(2)(23) |
|
Investment |
|
Interest |
|
Maturity Date |
|
Par / Units |
|
Amortized Cost(3)(4) |
|
Fair Value |
|
Percentage of Net Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Financial services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Finastra USA, Inc.(5)(8)(16)(18) |
|
First lien senior secured loan |
|
SR + |
7.25% |
|
9/2029 |
|
12,014 |
|
|
11,894 |
|
|
11,894 |
|
|
0.6 |
% |
| Finastra USA, Inc.(5)(6)(13)(16)(18) |
|
First lien senior secured revolving loan |
|
SR + |
7.25% |
|
9/2029 |
|
330 |
|
|
317 |
|
|
317 |
|
|
— |
% |
| KRIV Acquisition Inc. (dba Riveron)(5)(7)(18) |
|
First lien senior secured loan |
|
SR + |
6.25% |
|
7/2029 |
|
1,759 |
|
|
1,709 |
|
|
1,711 |
|
|
0.1 |
% |
| KRIV Acquisition Inc. (dba Riveron)(5)(13)(14)(15)(18) |
|
First lien senior secured delayed draw term loan |
|
SR + |
6.25% |
|
7/2025 |
|
— |
|
|
(4) |
|
|
(3) |
|
|
— |
% |
| KRIV Acquisition Inc. (dba Riveron)(5)(13)(14)(18) |
|
First lien senior secured revolving loan |
|
SR + |
6.25% |
|
7/2029 |
|
— |
|
|
(7) |
|
|
(7) |
|
|
— |
% |
| NMI Acquisitionco, Inc. (dba Network Merchants)(5)(6)(18) |
|
First lien senior secured loan |
|
SR + |
5.75% |
|
9/2025 |
|
9,288 |
|
|
9,226 |
|
|
9,242 |
|
|
0.5 |
% |
| NMI Acquisitionco, Inc. (dba Network Merchants)(5)(6)(18) |
|
First lien senior secured delayed draw term loan |
|
SR + |
5.75% |
|
9/2025 |
|
3,015 |
|
|
2,992 |
|
|
3,000 |
|
|
0.2 |
% |
| NMI Acquisitionco, Inc. (dba Network Merchants)(5)(13)(14)(18) |
|
First lien senior secured revolving loan |
|
SR + |
5.75% |
|
9/2025 |
|
— |
|
|
(4) |
|
|
(3) |
|
|
— |
% |
| Smarsh Inc.(5)(7)(18) |
|
First lien senior secured loan |
|
SR + |
5.75% |
|
2/2029 |
|
762 |
|
|
756 |
|
|
760 |
|
|
— |
% |
| Smarsh Inc.(5)(7)(13)(15)(18) |
|
First lien senior secured delayed draw term loan |
|
SR + |
5.75% |
|
2/2024 |
|
95 |
|
|
94 |
|
|
95 |
|
|
— |
% |
| Smarsh Inc.(5)(13)(18) |
|
First lien senior secured revolving loan |
|
SR + |
5.75% |
|
2/2029 |
|
— |
|
|
— |
|
|
— |
|
|
— |
% |
|
|
|
|
|
|
|
|
|
|
|
26,973 |
|
|
27,006 |
|
|
1.4 |
% |
| Food and beverage |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Balrog Acquisition, Inc. (dba BakeMark)(5)(6)(18) |
|
Second lien senior secured loan |
|
SR + |
7.00% |
|
9/2029 |
|
6,000 |
|
|
5,961 |
|
|
5,925 |
|
|
0.3 |
% |
| Blast Bidco Inc. (dba Bazooka Candy Brands)(5)(7)(18) |
|
First lien senior secured loan |
|
SR + |
6.00% |
|
10/2030 |
|
8,507 |
|
|
8,300 |
|
|
8,295 |
|
|
0.4 |
% |
| Blast Bidco Inc. (dba Bazooka Candy Brands)(5)(13)(14)(18) |
|
First lien senior secured revolving loan |
|
SR + |
6.00% |
|
10/2029 |
|
— |
|
|
(24) |
|
|
(25) |
|
|
— |
% |
| BP Veraison Buyer, LLC (dba Sun World)(5)(7)(18) |
|
First lien senior secured loan |
|
SR + |
5.50% |
|
5/2027 |
|
34,784 |
|
|
34,518 |
|
|
34,784 |
|
|
1.8 |
% |
| BP Veraison Buyer, LLC (dba Sun World)(5)(13)(14)(18) |
|
First lien senior secured revolving loan |
|
SR + |
5.50% |
|
5/2027 |
|
— |
|
|
(31) |
|
|
— |
|
|
— |
% |
Blue Owl Capital Corporation III
Consolidated Schedule of Investments
as of December 31, 2023
(Amounts in thousands, except share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Company(1)(2)(23) |
|
Investment |
|
Interest |
|
Maturity Date |
|
Par / Units |
|
Amortized Cost(3)(4) |
|
Fair Value |
|
Percentage of Net Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Hissho Sushi Merger Sub LLC(5)(7)(18) |
|
First lien senior secured loan |
|
SR + |
5.50% |
|
5/2028 |
|
892 |
|
|
885 |
|
|
892 |
|
|
— |
% |
| Hissho Sushi Merger Sub LLC(5)(13)(14)(18) |
|
First lien senior secured revolving loan |
|
SR + |
5.50% |
|
5/2028 |
|
— |
|
|
(1) |
|
|
— |
|
|
— |
% |
| Innovation Ventures HoldCo, LLC (dba 5 Hour Energy)(5)(6)(18) |
|
First lien senior secured loan |
|
SR + |
6.25% |
|
3/2027 |
|
37,000 |
|
|
36,527 |
|
|
36,538 |
|
|
1.9 |
% |
| KBP Brands, LLC(5)(7)(18) |
|
First lien senior secured loan |
|
SR + |
6.50% (1.00% PIK) |
|
5/2027 |
|
285 |
|
|
283 |
|
|
280 |
|
|
— |
% |
| KBP Brands, LLC(5)(7)(18) |
|
First lien senior secured delayed draw term loan |
|
SR + |
6.50% (1.00% PIK) |
|
5/2027 |
|
654 |
|
|
649 |
|
|
643 |
|
|
— |
% |
| Rushmore Investment III LLC (dba Winland Foods)(5)(6)(18) |
|
First lien senior secured loan |
|
SR + |
6.00% |
|
10/2030 |
|
41,968 |
|
|
41,319 |
|
|
41,297 |
|
|
2.2 |
% |
| The Better Being Co., LLC (fka Nutraceutical International Corporation)(5)(6)(18) |
|
First lien senior secured loan |
|
SR + |
7.50% |
|
9/2026 |
|
10,550 |
|
|
10,472 |
|
|
9,495 |
|
|
0.5 |
% |
| The Better Being Co., LLC (fka Nutraceutical International Corporation)(5)(6)(13)(18) |
|
First lien senior secured revolving loan |
|
SR + |
7.50% |
|
9/2026 |
|
441 |
|
|
437 |
|
|
368 |
|
|
— |
% |
| The Better Being Co., LLC (fka Nutraceutical International Corporation)(5)(6)(18) |
|
First lien senior secured revolving loan |
|
SR + |
7.50% |
|
9/2026 |
|
35 |
|
|
35 |
|
|
32 |
|
|
— |
% |
| Shearer's Foods, LLC(5)(6)(18) |
|
Second lien senior secured loan |
|
SR + |
7.75% |
|
9/2028 |
|
21,600 |
|
|
21,453 |
|
|
21,600 |
|
|
1.1 |
% |
| Ultimate Baked Goods Midco, LLC(5)(6)(18) |
|
First lien senior secured loan |
|
SR + |
6.25% |
|
8/2027 |
|
16,170 |
|
|
15,901 |
|
|
16,170 |
|
|
0.8 |
% |
| Ultimate Baked Goods Midco, LLC(5)(13)(14)(18) |
|
First lien senior secured revolving loan |
|
SR + |
6.25% |
|
8/2027 |
|
— |
|
|
(30) |
|
|
— |
|
|
— |
% |
|
|
|
|
|
|
|
|
|
|
|
176,654 |
|
|
176,294 |
|
|
9.0 |
% |
Blue Owl Capital Corporation III
Consolidated Schedule of Investments
as of December 31, 2023
(Amounts in thousands, except share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Company(1)(2)(23) |
|
Investment |
|
Interest |
|
Maturity Date |
|
Par / Units |
|
Amortized Cost(3)(4) |
|
Fair Value |
|
Percentage of Net Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Healthcare equipment and services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Bamboo US BidCo LLC(5)(7)(18) |
|
First lien senior secured loan |
|
SR + |
6.75% (3.38% PIK) |
|
9/2030 |
|
2,462 |
|
|
2,390 |
|
|
2,388 |
|
|
0.1 |
% |
| Bamboo US BidCo LLC(5)(11)(18) |
|
First lien senior secured EUR term loan |
|
E + |
6.75% (3.38% PIK) |
|
9/2030 |
|
€ |
1,532 |
|
|
1,574 |
|
|
1,641 |
|
|
0.1 |
% |
| Bamboo US BidCo LLC(5)(6)(13)(15)(18) |
|
First lien senior secured delayed draw term loan |
|
SR + |
6.75% (3.38% PIK) |
|
3/2025 |
|
26 |
|
|
20 |
|
|
20 |
|
|
— |
% |
| Bamboo US BidCo LLC(5)(13)(14)(18) |
|
First lien senior secured revolving loan |
|
SR + |
6.00% |
|
10/2029 |
|
— |
|
|
(15) |
|
|
(15) |
|
|
— |
% |
| Confluent Medical Technologies, Inc.(5)(7)(18) |
|
Second lien senior secured loan |
|
SR + |
6.50% |
|
2/2030 |
|
1,000 |
|
|
983 |
|
|
993 |
|
|
0.1 |
% |
| CSC MKG Topco LLC. (dba Medical Knowledge Group)(5)(6)(18) |
|
First lien senior secured loan |
|
SR + |
5.75% |
|
2/2029 |
|
841 |
|
|
828 |
|
|
829 |
|
|
— |
% |
| CSC MKG Topco LLC. (dba Medical Knowledge Group)(5)(6)(18) |
|
First lien senior secured loan |
|
SR + |
5.75% |
|
2/2029 |
|
2,955 |
|
|
2,875 |
|
|
2,911 |
|
|
0.2 |
% |
| Medline Borrower, LP(5)(13)(14)(18) |
|
First lien senior secured revolving loan |
|
SR + |
3.00% |
|
10/2026 |
|
— |
|
|
(23) |
|
|
(18) |
|
|
— |
% |
| Packaging Coordinators Midco, Inc.(5)(6)(18) |
|
Second lien senior secured loan |
|
SR + |
7.00% |
|
12/2029 |
|
54,269 |
|
|
53,267 |
|
|
54,133 |
|
|
2.8 |
% |
| Patriot Acquisition TopCo S.A.R.L (dba Corza Health, Inc.)(5)(6)(16)(18) |
|
First lien senior secured loan |
|
SR + |
6.75% |
|
1/2028 |
|
37,642 |
|
|
37,239 |
|
|
37,548 |
|
|
2.0 |
% |
| Patriot Acquisition TopCo S.A.R.L (dba Corza Health, Inc.)(5)(7)(13)(16)(18) |
|
First lien senior secured revolving loan |
|
SR + |
6.75% |
|
1/2026 |
|
569 |
|
|
546 |
|
|
562 |
|
|
— |
% |
| Rhea Parent, Inc.(5)(7)(18) |
|
First lien senior secured loan |
|
SR + |
5.50% |
|
2/2029 |
|
762 |
|
|
750 |
|
|
758 |
|
|
— |
% |
|
|
|
|
|
|
|
|
|
|
|
100,434 |
|
|
101,750 |
|
|
5.3 |
% |
| Healthcare providers and services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Allied Benefit Systems Intermediate LLC(5)(7)(18) |
|
First lien senior secured loan |
|
SR + |
5.25% |
|
10/2030 |
|
5,072 |
|
|
4,997 |
|
|
4,996 |
|
|
0.3 |
% |
| Allied Benefit Systems Intermediate LLC(5)(13)(14)(15)(18) |
|
First lien senior secured delayed draw term loan |
|
SR + |
5.25% |
|
10/2025 |
|
— |
|
|
(7) |
|
|
(7) |
|
|
— |
% |
Blue Owl Capital Corporation III
Consolidated Schedule of Investments
as of December 31, 2023
(Amounts in thousands, except share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Company(1)(2)(23) |
|
Investment |
|
Interest |
|
Maturity Date |
|
Par / Units |
|
Amortized Cost(3)(4) |
|
Fair Value |
|
Percentage of Net Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Belmont Buyer, Inc. (dba Valenz)(5)(8)(18) |
|
First lien senior secured loan |
|
SR + |
6.50% |
|
6/2029 |
|
3,673 |
|
|
3,605 |
|
|
3,637 |
|
|
0.2 |
% |
| Belmont Buyer, Inc. (dba Valenz)(5)(7)(13)(15)(18) |
|
First lien senior secured delayed draw term loan |
|
SR + |
6.50% |
|
12/2024 |
|
347 |
|
|
336 |
|
|
344 |
|
|
— |
% |
| Belmont Buyer, Inc. (dba Valenz)(5)(13)(14)(18) |
|
First lien senior secured revolving loan |
|
SR + |
6.50% |
|
6/2029 |
|
— |
|
|
(8) |
|
|
(4) |
|
|
— |
% |
| Covetrus, Inc.(5)(7)(18) |
|
Second lien senior secured loan |
|
SR + |
9.25% |
|
10/2030 |
|
25,000 |
|
|
24,536 |
|
|
24,938 |
|
|
1.3 |
% |
| Diagnostic Services Holdings, Inc. (dba Rayus Radiology)(5)(6)(18) |
|
First lien senior secured loan |
|
SR + |
5.50% |
|
3/2025 |
|
2,489 |
|
|
2,489 |
|
|
2,483 |
|
|
0.1 |
% |
| Engage Debtco Limited(5)(7)(16)(18) |
|
First lien senior secured loan |
|
SR + |
5.75% (2.25% PIK) |
|
7/2029 |
|
1,006 |
|
|
986 |
|
|
989 |
|
|
0.1 |
% |
| Ex Vivo Parent Inc. (dba OB Hospitalist)(5)(6)(18) |
|
First lien senior secured loan |
|
SR + |
9.75% PIK |
|
9/2028 |
|
31,036 |
|
|
30,636 |
|
|
30,415 |
|
|
1.6 |
% |
| National Dentex Labs LLC (fka Barracuda Dental LLC)(5)(7)(18) |
|
First lien senior secured loan |
|
SR + |
8.00% (3.00% PIK) |
|
4/2026 |
|
18,033 |
|
|
17,883 |
|
|
17,718 |
|
|
0.9 |
% |
| National Dentex Labs LLC (fka Barracuda Dental LLC)(5)(6)(13)(18) |
|
First lien senior secured revolving loan |
|
SR + |
7.00% |
|
4/2026 |
|
1,171 |
|
|
1,156 |
|
|
1,143 |
|
|
0.1 |
% |
| KWOL Acquisition Inc. (dba Worldwide Clinical Trials)(5)(8)(18) |
|
First lien senior secured loan |
|
SR + |
6.25% |
|
12/2029 |
|
12,332 |
|
|
12,089 |
|
|
12,088 |
|
|
0.6 |
% |
| KWOL Acquisition Inc. (dba Worldwide Clinical Trials)(5)(8)(13)(18) |
|
First lien senior secured revolving loan |
|
SR + |
6.25% |
|
12/2029 |
|
502 |
|
|
469 |
|
|
492 |
|
|
— |
% |
| Natural Partners, LLC(5)(7)(16)(18) |
|
First lien senior secured loan |
|
SR + |
4.50% |
|
11/2027 |
|
2,288 |
|
|
2,254 |
|
|
2,276 |
|
|
0.1 |
% |
| Natural Partners, LLC(5)(13)(14)(16)(18) |
|
First lien senior secured revolving loan |
|
SR + |
4.50% |
|
11/2027 |
|
— |
|
|
(2) |
|
|
(1) |
|
|
— |
% |
| OB Hospitalist Group, Inc.(5)(7)(18) |
|
First lien senior secured loan |
|
SR + |
5.50% |
|
9/2027 |
|
51,789 |
|
|
51,084 |
|
|
51,142 |
|
|
2.7 |
% |
| OB Hospitalist Group, Inc.(5)(6)(13)(18) |
|
First lien senior secured revolving loan |
|
SR + |
5.50% |
|
9/2027 |
|
2,649 |
|
|
2,564 |
|
|
2,563 |
|
|
0.1 |
% |
Blue Owl Capital Corporation III
Consolidated Schedule of Investments
as of December 31, 2023
(Amounts in thousands, except share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Company(1)(2)(23) |
|
Investment |
|
Interest |
|
Maturity Date |
|
Par / Units |
|
Amortized Cost(3)(4) |
|
Fair Value |
|
Percentage of Net Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Pacific BidCo Inc.(5)(8)(16)(18) |
|
First lien senior secured loan |
|
SR + |
5.75% (3.20% PIK) |
|
8/2029 |
|
10,488 |
|
|
10,268 |
|
|
10,383 |
|
|
0.5 |
% |
| Pacific BidCo Inc.(5)(13)(14)(15)(16)(18) |
|
First lien senior secured delayed draw term loan |
|
SR + |
5.75% |
|
8/2025 |
|
— |
|
|
(11) |
|
|
— |
|
|
— |
% |
| PetVet Care Centers, LLC(5)(6)(18) |
|
First lien senior secured loan |
|
SR + |
6.00% |
|
11/2030 |
|
25,471 |
|
|
25,219 |
|
|
25,203 |
|
|
1.3 |
% |
| PetVet Care Centers, LLC(5)(13)(14)(15)(18) |
|
First lien senior secured delayed draw term loan |
|
SR + |
6.00% |
|
11/2025 |
|
— |
|
|
(16) |
|
|
(2) |
|
|
— |
% |
| PetVet Care Centers, LLC(5)(13)(14)(18) |
|
First lien senior secured revolving loan |
|
SR + |
6.00% |
|
11/2029 |
|
— |
|
|
(37) |
|
|
(37) |
|
|
— |
% |
| Phoenix Newco, Inc. (dba Parexel)(5)(6)(18) |
|
Second lien senior secured loan |
|
SR + |
6.50% |
|
11/2029 |
|
85,000 |
|
|
84,319 |
|
|
85,000 |
|
|
4.4 |
% |
| Plasma Buyer LLC (dba Pathgroup)(5)(7)(18) |
|
First lien senior secured loan |
|
SR + |
5.75% |
|
5/2029 |
|
672 |
|
|
661 |
|
|
659 |
|
|
— |
% |
| Plasma Buyer LLC (dba Pathgroup)(5)(13)(14)(15)(18) |
|
First lien senior secured delayed draw term loan |
|
SR + |
5.75% |
|
5/2024 |
|
— |
|
|
(1) |
|
|
(2) |
|
|
— |
% |
| Plasma Buyer LLC (dba Pathgroup)(5)(7)(13)(18) |
|
First lien senior secured revolving loan |
|
SR + |
5.75% |
|
5/2028 |
|
25 |
|
|
24 |
|
|
24 |
|
|
— |
% |
| PPV Intermediate Holdings, LLC(5)(7)(18) |
|
First lien senior secured loan |
|
SR + |
5.75% |
|
8/2029 |
|
27,986 |
|
|
27,505 |
|
|
27,636 |
|
|
1.4 |
% |
| PPV Intermediate Holdings, LLC(5)(13)(14)(15)(18) |
|
First lien senior secured delayed draw term loan |
|
SR + |
6.00% |
|
9/2025 |
|
— |
|
|
(8) |
|
|
— |
|
|
— |
% |
| PPV Intermediate Holdings, LLC(5)(13)(14)(18) |
|
First lien senior secured revolving loan |
|
SR + |
5.75% |
|
8/2029 |
|
— |
|
|
(33) |
|
|
(25) |
|
|
— |
% |
| Quva Pharma, Inc.(5)(6)(18) |
|
First lien senior secured loan |
|
SR + |
5.50% |
|
4/2028 |
|
11,552 |
|
|
11,317 |
|
|
11,466 |
|
|
0.7 |
% |
| Quva Pharma, Inc.(5)(13)(14)(18) |
|
First lien senior secured revolving loan |
|
SR + |
5.50% |
|
4/2026 |
|
— |
|
|
(16) |
|
|
(9) |
|
|
— |
% |
| TC Holdings, LLC (dba TrialCard)(5)(7)(18) |
|
First lien senior secured loan |
|
SR + |
5.00% |
|
4/2027 |
|
2,199 |
|
|
2,183 |
|
|
2,199 |
|
|
0.1 |
% |
| TC Holdings, LLC (dba TrialCard)(5)(13)(14)(18) |
|
First lien senior secured revolving loan |
|
SR + |
5.00% |
|
4/2027 |
|
— |
|
|
(2) |
|
|
— |
|
|
— |
% |
| Tivity Health, Inc(5)(7)(18) |
|
First lien senior secured loan |
|
SR + |
6.00% |
|
6/2029 |
|
988 |
|
|
967 |
|
|
980 |
|
|
0.1 |
% |
Blue Owl Capital Corporation III
Consolidated Schedule of Investments
as of December 31, 2023
(Amounts in thousands, except share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Company(1)(2)(23) |
|
Investment |
|
Interest |
|
Maturity Date |
|
Par / Units |
|
Amortized Cost(3)(4) |
|
Fair Value |
|
Percentage of Net Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Unified Women's Healthcare, LP(5)(6)(18) |
|
First lien senior secured loan |
|
SR + |
5.25% |
|
6/2029 |
|
902 |
|
|
896 |
|
|
902 |
|
|
— |
% |
| Unified Women's Healthcare, LP(5)(13)(14)(18) |
|
First lien senior secured revolving loan |
|
SR + |
5.25% |
|
6/2029 |
|
— |
|
|
(1) |
|
|
— |
|
|
— |
% |
| Unified Women's Healthcare, LP(5)(6)(18) |
|
First lien senior secured loan |
|
SR + |
5.50% |
|
6/2029 |
|
6,000 |
|
|
5,956 |
|
|
6,000 |
|
|
0.3 |
% |
| Unified Women's Healthcare, LP(5)(13)(14)(15)(18) |
|
First lien senior secured delayed draw term loan |
|
SR + |
5.50% |
|
10/2025 |
|
— |
|
|
(33) |
|
|
— |
|
|
— |
% |
| Vermont Aus Pty Ltd(5)(7)(16)(18) |
|
First lien senior secured loan |
|
SR + |
5.50% |
|
3/2028 |
|
983 |
|
|
964 |
|
|
973 |
|
|
0.1 |
% |
| XRL 1 LLC (dba XOMA)(18)(22) |
|
First lien senior secured loan |
|
|
9.88% |
|
12/2038 |
|
6,500 |
|
|
6,362 |
|
|
6,354 |
|
|
0.3 |
% |
| XRL 1 LLC (dba XOMA)(13)(14)(15)(18)(22) |
|
First lien senior secured delayed draw term loan |
|
|
9.88% |
|
12/2025 |
|
— |
|
|
(7) |
|
|
(11) |
|
|
— |
% |
|
|
|
|
|
|
|
|
|
|
|
331,543 |
|
|
332,905 |
|
|
17.3 |
% |
| Healthcare technology |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| BCPE Osprey Buyer, Inc. (dba PartsSource)(5)(7)(18) |
|
First lien senior secured loan |
|
SR + |
5.75% |
|
8/2028 |
|
53,224 |
|
|
52,604 |
|
|
52,559 |
|
|
2.9 |
% |
| BCPE Osprey Buyer, Inc. (dba PartsSource)(5)(6)(18) |
|
First lien senior secured delayed draw term loan |
|
SR + |
5.75% |
|
8/2028 |
|
2,768 |
|
|
2,728 |
|
|
2,733 |
|
|
0.1 |
% |
| BCPE Osprey Buyer, Inc. (dba PartsSource)(5)(13)(14)(15)(18) |
|
First lien senior secured delayed draw term loan |
|
SR + |
5.75% |
|
10/2025 |
|
— |
|
|
(116) |
|
|
(30) |
|
|
— |
% |
| BCPE Osprey Buyer, Inc. (dba PartsSource)(5)(6)(13)(18) |
|
First lien senior secured revolving loan |
|
SR + |
5.75% |
|
8/2026 |
|
1,756 |
|
|
1,705 |
|
|
1,686 |
|
|
0.1 |
% |
| Datix Bidco Limited (dba RLDatix)(5)(10)(16)(18) |
|
First lien senior secured GBP term loan |
|
SA + |
4.50% |
|
4/2025 |
|
£ |
319 |
|
|
434 |
|
|
406 |
|
|
— |
% |
| Datix Bidco Limited (dba RLDatix)(5)(10)(16)(18) |
|
Second lien senior secured GBP term loan |
|
SA + |
7.75% |
|
4/2026 |
|
£ |
1,667 |
|
|
2,266 |
|
|
2,125 |
|
|
0.1 |
% |
| GI Ranger Intermediate, LLC (dba Rectangle Health)(5)(7)(18) |
|
First lien senior secured loan |
|
SR + |
5.75% |
|
10/2028 |
|
20,606 |
|
|
20,300 |
|
|
20,297 |
|
|
1.1 |
% |
| GI Ranger Intermediate, LLC (dba Rectangle Health)(5)(7)(13)(18) |
|
First lien senior secured revolving loan |
|
SR + |
5.75% |
|
10/2027 |
|
1,004 |
|
|
983 |
|
|
979 |
|
|
0.1 |
% |
| Imprivata, Inc.(5)(7)(18) |
|
Second lien senior secured loan |
|
SR + |
6.25% |
|
12/2028 |
|
882 |
|
|
874 |
|
|
882 |
|
|
— |
% |
Blue Owl Capital Corporation III
Consolidated Schedule of Investments
as of December 31, 2023
(Amounts in thousands, except share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Company(1)(2)(23) |
|
Investment |
|
Interest |
|
Maturity Date |
|
Par / Units |
|
Amortized Cost(3)(4) |
|
Fair Value |
|
Percentage of Net Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Indikami Bidco, LLC (dba IntegriChain)(5)(6)(18) |
|
First lien senior secured loan |
|
SR + |
6.00% |
|
12/2030 |
|
4,021 |
|
|
3,931 |
|
|
3,931 |
|
|
0.2 |
% |
| Indikami Bidco, LLC (dba IntegriChain)(5)(13)(14)(15)(18) |
|
First lien senior secured delayed draw term loan |
|
SR + |
6.00% |
|
12/2025 |
|
— |
|
|
(6) |
|
|
(4) |
|
|
— |
% |
| Indikami Bidco, LLC (dba IntegriChain)(5)(13)(14)(18) |
|
First lien senior secured revolving loan |
|
SR + |
6.00% |
|
6/2030 |
|
— |
|
|
(11) |
|
|
(11) |
|
|
— |
% |
| Intelerad Medical Systems Incorporated(5)(7)(16)(18) |
|
First lien senior secured loan |
|
SR + |
6.50% |
|
8/2026 |
|
44,169 |
|
|
43,832 |
|
|
42,955 |
|
|
2.2 |
% |
| Intelerad Medical Systems Incorporated(5)(7)(16)(18) |
|
First lien senior secured revolving loan |
|
SR + |
6.50% |
|
8/2026 |
|
3,040 |
|
|
3,024 |
|
|
2,956 |
|
|
0.2 |
% |
| Interoperability Bidco, Inc. (dba Lyniate)(5)(7)(18) |
|
First lien senior secured loan |
|
SR + |
7.00% |
|
12/2026 |
|
4,699 |
|
|
4,679 |
|
|
4,628 |
|
|
0.2 |
% |
| Interoperability Bidco, Inc. (dba Lyniate)(5)(7)(13)(18) |
|
First lien senior secured revolving loan |
|
SR + |
7.00% |
|
12/2024 |
|
158 |
|
|
156 |
|
|
152 |
|
|
— |
% |
| Ocala Bidco, Inc.(5)(6)(18) |
|
First lien senior secured loan |
|
SR + |
6.25% (2.75% PIK) |
|
11/2028 |
|
53,554 |
|
|
52,605 |
|
|
52,884 |
|
|
2.8 |
% |
| Ocala Bidco, Inc.(5)(13)(14)(15)(18) |
|
First lien senior secured delayed draw term loan |
|
SR + |
5.75% |
|
5/2024 |
|
— |
|
|
(47) |
|
|
— |
|
|
— |
% |
| Ocala Bidco, Inc.(5)(6)(18) |
|
Second lien senior secured loan |
|
SR + |
10.50% PIK |
|
11/2033 |
|
32,228 |
|
|
31,785 |
|
|
31,905 |
|
|
1.8 |
% |
| RL Datix Holdings (USA), Inc.(5)(8)(16)(18) |
|
First lien senior secured loan |
|
SR + |
4.50% |
|
4/2025 |
|
11,900 |
|
|
11,797 |
|
|
11,900 |
|
|
0.6 |
% |
| RL Datix Holdings (USA), Inc.(5)(8)(13)(16)(18) |
|
First lien senior secured revolving loan |
|
SR + |
4.50% |
|
10/2024 |
|
1,833 |
|
|
1,806 |
|
|
1,833 |
|
|
0.1 |
% |
| RL Datix Holdings (USA), Inc.(5)(8)(16)(18) |
|
Second lien senior secured loan |
|
SR + |
7.75% |
|
4/2026 |
|
6,167 |
|
|
6,081 |
|
|
6,167 |
|
|
0.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
241,410 |
|
|
240,933 |
|
|
12.8 |
% |
| Household products |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Aptive Environmental, LLC(18)(22) |
|
First lien senior secured loan |
|
|
12.00% (6.00% PIK) |
|
1/2026 |
|
3,247 |
|
|
2,894 |
|
|
3,328 |
|
|
0.2 |
% |
Blue Owl Capital Corporation III
Consolidated Schedule of Investments
as of December 31, 2023
(Amounts in thousands, except share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Company(1)(2)(23) |
|
Investment |
|
Interest |
|
Maturity Date |
|
Par / Units |
|
Amortized Cost(3)(4) |
|
Fair Value |
|
Percentage of Net Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Mario Midco Holdings, Inc. (dba Len the Plumber)(5)(6)(18) |
|
Unsecured facility |
|
SR + |
10.75% PIK |
|
4/2032 |
|
1,914 |
|
|
1,874 |
|
|
1,900 |
|
|
0.1 |
% |
| Mario Purchaser, LLC (dba Len the Plumber)(5)(6)(18) |
|
First lien senior secured loan |
|
SR + |
5.75% |
|
4/2029 |
|
5,164 |
|
|
5,080 |
|
|
5,139 |
|
|
0.3 |
% |
| Mario Purchaser, LLC (dba Len the Plumber)(5)(6)(13)(15)(18) |
|
First lien senior secured delayed draw term loan |
|
SR + |
5.75% |
|
4/2024 |
|
1,257 |
|
|
1,226 |
|
|
1,251 |
|
|
0.1 |
% |
| Mario Purchaser, LLC (dba Len the Plumber)(5)(6)(13)(18) |
|
First lien senior secured revolving loan |
|
SR + |
5.75% |
|
4/2028 |
|
166 |
|
|
158 |
|
|
163 |
|
|
— |
% |
| Simplisafe Holding Corporation(5)(6)(18) |
|
First lien senior secured loan |
|
SR + |
6.25% |
|
5/2028 |
|
2,027 |
|
|
1,995 |
|
|
2,006 |
|
|
0.1 |
% |
| Simplisafe Holding Corporation(5)(6)(13)(15)(18) |
|
First lien senior secured delayed draw term loan |
|
SR + |
6.25% |
|
5/2024 |
|
68 |
|
|
66 |
|
|
68 |
|
|
— |
% |
|
|
|
|
|
|
|
|
|
|
|
13,293 |
|
|
13,855 |
|
|
0.8 |
% |
| Human resource support services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Cornerstone OnDemand, Inc.(5)(6)(18) |
|
Second lien senior secured loan |
|
SR + |
6.50% |
|
10/2029 |
|
44,583 |
|
|
44,054 |
|
|
41,908 |
|
|
2.2 |
% |
| IG Investments Holdings, LLC (dba Insight Global)(5)(7)(18) |
|
First lien senior secured loan |
|
SR + |
6.00% |
|
9/2028 |
|
68,015 |
|
|
67,012 |
|
|
67,505 |
|
|
3.5 |
% |
| IG Investments Holdings, LLC (dba Insight Global)(5)(13)(14)(18) |
|
First lien senior secured revolving loan |
|
SR + |
6.00% |
|
9/2027 |
|
— |
|
|
(67) |
|
|
(41) |
|
|
— |
% |
|
|
|
|
|
|
|
|
|
|
|
110,999 |
|
|
109,372 |
|
|
5.7 |
% |
| Infrastructure and environmental services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| AWP Group Holdings, Inc.(5)(7)(18) |
|
First lien senior secured loan |
|
SR + |
5.50% |
|
12/2029 |
|
762 |
|
|
750 |
|
|
750 |
|
|
— |
% |
| AWP Group Holdings, Inc.(5)(7)(13)(15)(18) |
|
First lien senior secured delayed draw term loan |
|
SR + |
5.50% |
|
8/2025 |
|
8 |
|
|
6 |
|
|
7 |
|
|
— |
% |
| AWP Group Holdings, Inc.(5)(7)(13)(18) |
|
First lien senior secured revolving loan |
|
SR + |
5.50% |
|
12/2029 |
|
27 |
|
|
25 |
|
|
25 |
|
|
— |
% |
| Tamarack Intermediate, L.L.C. (dba Verisk 3E)(5)(7)(18) |
|
First lien senior secured loan |
|
SR + |
5.75% |
|
3/2028 |
|
675 |
|
|
665 |
|
|
666 |
|
|
— |
% |
| Tamarack Intermediate, L.L.C. (dba Verisk 3E)(5)(7)(18) |
|
First lien senior secured loan |
|
SR + |
5.75% |
|
3/2028 |
|
16 |
|
|
16 |
|
|
16 |
|
|
— |
% |
Blue Owl Capital Corporation III
Consolidated Schedule of Investments
as of December 31, 2023
(Amounts in thousands, except share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Company(1)(2)(23) |
|
Investment |
|
Interest |
|
Maturity Date |
|
Par / Units |
|
Amortized Cost(3)(4) |
|
Fair Value |
|
Percentage of Net Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Tamarack Intermediate, L.L.C. (dba Verisk 3E)(5)(7)(13)(15)(18) |
|
First lien senior secured delayed draw term loan |
|
SR + |
5.75% |
|
10/2025 |
|
25 |
|
|
24 |
|
|
25 |
|
|
— |
% |
| Tamarack Intermediate, L.L.C. (dba Verisk 3E)(5)(13)(14)(18) |
|
First lien senior secured revolving loan |
|
SR + |
5.75% |
|
3/2028 |
|
— |
|
|
(2) |
|
|
(1) |
|
|
— |
% |
|
|
|
|
|
|
|
|
|
|
|
1,484 |
|
|
1,488 |
|
|
— |
% |
| Insurance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Alera Group, Inc.(5)(6)(18) |
|
First lien senior secured loan |
|
SR + |
6.00% |
|
10/2028 |
|
87,984 |
|
|
86,538 |
|
|
87,984 |
|
|
4.7 |
% |
| AmeriLife Holdings LLC(5)(6)(18) |
|
First lien senior secured loan |
|
SR + |
5.75% |
|
8/2029 |
|
7,200 |
|
|
7,076 |
|
|
7,164 |
|
|
0.4 |
% |
| AmeriLife Holdings LLC(5)(7)(13)(15)(18) |
|
First lien senior secured delayed draw term loan |
|
SR + |
5.75% |
|
9/2024 |
|
1,500 |
|
|
1,473 |
|
|
1,493 |
|
|
0.1 |
% |
| AmeriLife Holdings LLC(5)(13)(14)(15)(18) |
|
First lien senior secured delayed draw term loan |
|
SR + |
5.75% |
|
10/2025 |
|
— |
|
|
(15) |
|
|
— |
|
|
— |
% |
| AmeriLife Holdings LLC(5)(13)(14)(18) |
|
First lien senior secured revolving loan |
|
SR + |
5.75% |
|
8/2028 |
|
— |
|
|
(14) |
|
|
(5) |
|
|
— |
% |
| Ardonagh Midco 2 PLC(16)(17)(18)(22) |
|
Unsecured notes |
|
|
11.50% |
|
1/2027 |
|
256 |
|
|
255 |
|
|
254 |
|
|
— |
% |
| Ardonagh Midco 3 PLC(5)(10)(16)(18) |
|
First lien senior secured GBP term loan |
|
SA + |
7.25% |
|
7/2026 |
|
£ |
1,541 |
|
|
2,315 |
|
|
2,376 |
|
|
0.1 |
% |
| Ardonagh Midco 3 PLC(5)(12)(16)(18) |
|
First lien senior secured EUR term loan |
|
E + |
7.25% |
|
7/2026 |
|
€ |
196 |
|
|
217 |
|
|
217 |
|
|
— |
% |
| Ardonagh Midco 3 PLC(5)(8)(16)(18) |
|
First lien senior secured USD term loan |
|
SR + |
6.00% |
|
7/2026 |
|
576 |
|
|
569 |
|
|
576 |
|
|
— |
% |
| Ardonagh Midco 3 PLC(5)(12)(16)(18) |
|
First lien senior secured GBP delayed draw term loan |
|
E + |
6.00% |
|
7/2026 |
|
£ |
497 |
|
|
238 |
|
|
223 |
|
|
— |
% |
| Ardonagh Midco 3 PLC(5)(12)(16)(18) |
|
First lien senior secured EUR delayed draw term loan |
|
E + |
6.75% |
|
7/2026 |
|
€ |
12,800 |
|
|
12,534 |
|
|
14,140 |
|
|
0.7 |
% |
| Asurion, LLC(5)(6)(17)(18) |
|
Second lien senior secured loan |
|
SR + |
5.25% |
|
1/2028 |
|
5,000 |
|
|
5,000 |
|
|
4,754 |
|
|
0.2 |
% |
| Asurion, LLC(5)(6)(17)(18) |
|
Second lien senior secured loan |
|
SR + |
5.25% |
|
1/2029 |
|
15,000 |
|
|
14,890 |
|
|
14,105 |
|
|
0.7 |
% |
Blue Owl Capital Corporation III
Consolidated Schedule of Investments
as of December 31, 2023
(Amounts in thousands, except share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Company(1)(2)(23) |
|
Investment |
|
Interest |
|
Maturity Date |
|
Par / Units |
|
Amortized Cost(3)(4) |
|
Fair Value |
|
Percentage of Net Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Brightway Holdings, LLC(5)(8)(18) |
|
First lien senior secured loan |
|
SR + |
6.50% |
|
12/2027 |
|
17,582 |
|
|
17,423 |
|
|
17,230 |
|
|
0.9 |
% |
| Brightway Holdings, LLC(5)(7)(13)(18) |
|
First lien senior secured revolving loan |
|
SR + |
6.50% |
|
12/2027 |
|
947 |
|
|
930 |
|
|
905 |
|
|
— |
% |
| Evolution BuyerCo, Inc. (dba SIAA)(5)(7)(18) |
|
First lien senior secured loan |
|
SR + |
6.25% |
|
4/2028 |
|
29,207 |
|
|
28,922 |
|
|
28,987 |
|
|
1.6 |
% |
| Evolution BuyerCo, Inc. (dba SIAA)(5)(13)(14)(15)(18) |
|
First lien senior secured delayed draw term loan |
|
SR + |
6.00% |
|
12/2025 |
|
— |
|
|
(25) |
|
|
— |
|
|
0.1 |
% |
| Evolution BuyerCo, Inc. (dba SIAA)(5)(13)(14)(18) |
|
First lien senior secured revolving loan |
|
SR + |
6.25% |
|
4/2027 |
|
— |
|
|
(18) |
|
|
(17) |
|
|
— |
% |
| Integrity Marketing Acquisition, LLC(5)(7)(18) |
|
First lien senior secured loan |
|
SR + |
5.80% |
|
8/2026 |
|
4,023 |
|
|
4,014 |
|
|
4,023 |
|
|
0.2 |
% |
| Integrity Marketing Acquisition, LLC(5)(7)(18) |
|
First lien senior secured loan |
|
SR + |
6.00% |
|
8/2026 |
|
203 |
|
|
201 |
|
|
203 |
|
|
— |
% |
| Integrity Marketing Acquisition, LLC(5)(7)(18) |
|
First lien senior secured loan |
|
SR + |
6.05% |
|
8/2026 |
|
398 |
|
|
398 |
|
|
398 |
|
|
— |
% |
| Integrity Marketing Acquisition, LLC(5)(7)(13)(15)(18) |
|
First lien senior secured delayed draw term loan |
|
SR + |
6.00% |
|
2/2025 |
|
120 |
|
|
112 |
|
|
120 |
|
|
— |
% |
| Integrity Marketing Acquisition, LLC(5)(13)(14)(18) |
|
First lien senior secured revolving loan |
|
SR + |
6.50% |
|
8/2026 |
|
— |
|
|
(2) |
|
|
— |
|
|
— |
% |
| KUSRP Intermediate, Inc. (dba U.S. Retirement and Benefits Partners)(5)(7)(18) |
|
First lien senior secured loan |
|
SR + |
10.50% PIK |
|
7/2030 |
|
13,931 |
|
|
13,777 |
|
|
13,896 |
|
|
0.7 |
% |
| Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services)(5)(6)(18) |
|
First lien senior secured loan |
|
SR + |
6.00% |
|
11/2028 |
|
27,641 |
|
|
27,436 |
|
|
27,572 |
|
|
1.4 |
% |
| Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services)(5)(13)(14)(18) |
|
First lien senior secured revolving loan |
|
SR + |
6.00% |
|
11/2027 |
|
— |
|
|
(10) |
|
|
(4) |
|
|
— |
% |
| PCF Midco II, LLC (dba PCF Insurance Services)(18)(22) |
|
First lien senior secured loan |
|
|
9.00% PIK |
|
10/2031 |
|
39,046 |
|
|
36,419 |
|
|
36,313 |
|
|
1.9 |
% |
| TEMPO BUYER CORP. (dba Global Claims Services)(5)(7)(18) |
|
First lien senior secured loan |
|
SR + |
5.50% |
|
8/2028 |
|
35,794 |
|
|
35,273 |
|
|
35,526 |
|
|
2.0 |
% |
| TEMPO BUYER CORP. (dba Global Claims Services)(5)(9)(13)(18) |
|
First lien senior secured revolving loan |
|
P + |
4.00% |
|
8/2027 |
|
1,651 |
|
|
1,588 |
|
|
1,612 |
|
|
0.1 |
% |
Blue Owl Capital Corporation III
Consolidated Schedule of Investments
as of December 31, 2023
(Amounts in thousands, except share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Company(1)(2)(23) |
|
Investment |
|
Interest |
|
Maturity Date |
|
Par / Units |
|
Amortized Cost(3)(4) |
|
Fair Value |
|
Percentage of Net Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| USRP Holdings, Inc. (dba U.S. Retirement and Benefits Partners)(5)(8)(18) |
|
First lien senior secured loan |
|
SR + |
5.75% |
|
7/2027 |
|
14,793 |
|
|
14,599 |
|
|
14,681 |
|
|
0.9 |
% |
| USRP Holdings, Inc. (dba U.S. Retirement and Benefits Partners)(5)(13)(14)(18) |
|
First lien senior secured revolving loan |
|
SR + |
5.75% |
|
7/2027 |
|
— |
|
|
(13) |
|
|
(8) |
|
|
— |
% |
|
|
|
|
|
|
|
|
|
|
|
312,100 |
|
|
314,718 |
|
|
16.7 |
% |
| Internet software and services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Anaplan, Inc.(5)(7)(18) |
|
First lien senior secured loan |
|
SR + |
6.50% |
|
6/2029 |
|
27,016 |
|
|
26,790 |
|
|
27,016 |
|
|
1.4 |
% |
| Anaplan, Inc.(5)(13)(14)(18) |
|
First lien senior secured revolving loan |
|
SR + |
6.50% |
|
6/2028 |
|
— |
|
|
(14) |
|
|
— |
|
|
— |
% |
| Avalara, Inc.(5)(7)(18) |
|
First lien senior secured loan |
|
SR + |
7.25% |
|
10/2028 |
|
27,273 |
|
|
26,925 |
|
|
27,136 |
|
|
1.4 |
% |
| Avalara, Inc.(5)(13)(14)(18) |
|
First lien senior secured revolving loan |
|
SR + |
7.25% |
|
10/2028 |
|
— |
|
|
(33) |
|
|
(14) |
|
|
— |
% |
| Bayshore Intermediate #2, L.P. (dba Boomi)(5)(7)(18) |
|
First lien senior secured loan |
|
SR + |
7.50% PIK |
|
10/2028 |
|
24,342 |
|
|
24,018 |
|
|
24,038 |
|
|
1.3 |
% |
| Bayshore Intermediate #2, L.P. (dba Boomi)(5)(7)(13)(18) |
|
First lien senior secured revolving loan |
|
SR + |
6.75% |
|
10/2027 |
|
319 |
|
|
296 |
|
|
299 |
|
|
— |
% |
| BCTO BSI Buyer, Inc. (dba Buildertrend)(5)(7)(18) |
|
First lien senior secured loan |
|
SR + |
7.50% PIK |
|
12/2026 |
|
10,680 |
|
|
10,617 |
|
|
10,680 |
|
|
0.6 |
% |
| BCTO BSI Buyer, Inc. (dba Buildertrend)(5)(13)(14)(18) |
|
First lien senior secured revolving loan |
|
SR + |
7.50% |
|
12/2026 |
|
— |
|
|
(12) |
|
|
— |
|
|
— |
% |
| CivicPlus, LLC(5)(7)(18) |
|
First lien senior secured loan |
|
SR + |
6.50% (2.50% PIK) |
|
8/2027 |
|
15,791 |
|
|
15,687 |
|
|
15,791 |
|
|
0.8 |
% |
| CivicPlus, LLC(5)(6)(13)(18) |
|
First lien senior secured revolving loan |
|
SR + |
6.00% |
|
8/2027 |
|
352 |
|
|
345 |
|
|
352 |
|
|
— |
% |
| CP PIK Debt Issuer, LLC (dba CivicPlus, LLC)(5)(6)(18) |
|
Unsecured notes |
|
SR + |
11.75% PIK |
|
6/2034 |
|
8,120 |
|
|
7,952 |
|
|
8,100 |
|
|
0.4 |
% |
| Coupa Holdings, LLC(5)(6)(18) |
|
First lien senior secured loan |
|
SR + |
7.50% |
|
2/2030 |
|
785 |
|
|
767 |
|
|
770 |
|
|
— |
% |
| Coupa Holdings, LLC(5)(13)(14)(15)(18) |
|
First lien senior secured delayed draw term loan |
|
SR + |
7.50% |
|
8/2024 |
|
— |
|
|
(1) |
|
|
(1) |
|
|
— |
% |
| Coupa Holdings, LLC(5)(13)(14)(18) |
|
First lien senior secured revolving loan |
|
SR + |
7.50% |
|
2/2029 |
|
— |
|
|
(1) |
|
|
(1) |
|
|
— |
% |
Blue Owl Capital Corporation III
Consolidated Schedule of Investments
as of December 31, 2023
(Amounts in thousands, except share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Company(1)(2)(23) |
|
Investment |
|
Interest |
|
Maturity Date |
|
Par / Units |
|
Amortized Cost(3)(4) |
|
Fair Value |
|
Percentage of Net Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Crewline Buyer, Inc. (dba New Relic)(5)(7)(18) |
|
First lien senior secured loan |
|
SR + |
6.75% |
|
11/2030 |
|
36,551 |
|
|
36,011 |
|
|
36,003 |
|
|
1.9 |
% |
| Crewline Buyer, Inc. (dba New Relic)(5)(13)(14)(18) |
|
First lien senior secured revolving loan |
|
SR + |
6.75% |
|
11/2030 |
|
— |
|
|
(56) |
|
|
(57) |
|
|
— |
% |
| EET Buyer, Inc. (dba e-Emphasys)(5)(7)(18) |
|
First lien senior secured loan |
|
SR + |
6.50% |
|
11/2027 |
|
19,203 |
|
|
19,069 |
|
|
19,203 |
|
|
1.0 |
% |
| EET Buyer, Inc. (dba e-Emphasys)(5)(8)(13)(18) |
|
First lien senior secured revolving loan |
|
SR + |
6.50% |
|
11/2027 |
|
391 |
|
|
378 |
|
|
391 |
|
|
— |
% |
| Forescout Technologies, Inc.(5)(7)(18) |
|
First lien senior secured loan |
|
SR + |
8.00% |
|
8/2026 |
|
17,681 |
|
|
17,609 |
|
|
17,768 |
|
|
1.0 |
% |
| Forescout Technologies, Inc.(5)(7)(18) |
|
First lien senior secured loan |
|
SR + |
8.00% |
|
8/2026 |
|
9,506 |
|
|
9,449 |
|
|
9,553 |
|
|
0.5 |
% |
| Forescout Technologies, Inc.(5)(13)(14)(15)(18) |
|
First lien senior secured delayed draw term loan |
|
SR + |
8.00% |
|
7/2024 |
|
— |
|
|
(31) |
|
|
— |
|
|
— |
% |
| Forescout Technologies, Inc.(5)(13)(14)(18) |
|
First lien senior secured revolving loan |
|
SR + |
8.00% |
|
8/2026 |
|
— |
|
|
(13) |
|
|
— |
|
|
— |
% |
| Catalis Intermediate, Inc. (fka GovBrands Intermediate, Inc.)(5)(7)(18) |
|
First lien senior secured loan |
|
SR + |
5.50% |
|
8/2027 |
|
8,179 |
|
|
8,044 |
|
|
7,892 |
|
|
0.4 |
% |
| Catalis Intermediate, Inc. (fka GovBrands Intermediate, Inc.)(5)(7)(18) |
|
First lien senior secured delayed draw term loan |
|
SR + |
5.50% |
|
8/2027 |
|
1,840 |
|
|
1,819 |
|
|
1,776 |
|
|
0.1 |
% |
| Catalis Intermediate, Inc. (fka GovBrands Intermediate, Inc.)(5)(7)(13)(18) |
|
First lien senior secured revolving loan |
|
SR + |
5.50% |
|
8/2027 |
|
303 |
|
|
290 |
|
|
273 |
|
|
— |
% |
| Granicus, Inc.(5)(7)(18) |
|
First lien senior secured loan |
|
SR + |
5.50% |
|
1/2027 |
|
13,444 |
|
|
13,261 |
|
|
13,410 |
|
|
0.7 |
% |
| Granicus, Inc.(5)(7)(18) |
|
First lien senior secured delayed draw term loan |
|
SR + |
6.00% |
|
1/2027 |
|
2,510 |
|
|
2,481 |
|
|
2,503 |
|
|
0.1 |
% |
| Granicus, Inc.(5)(7)(13)(18) |
|
First lien senior secured revolving loan |
|
SR + |
6.50% |
|
1/2027 |
|
248 |
|
|
233 |
|
|
245 |
|
|
— |
% |
| GS Acquisitionco, Inc. (dba insightsoftware)(5)(7)(18) |
|
First lien senior secured loan |
|
SR + |
5.50% |
|
5/2026 |
|
8,902 |
|
|
8,876 |
|
|
8,879 |
|
|
0.5 |
% |
| Hyland Software, Inc.(5)(6)(18) |
|
First lien senior secured loan |
|
SR + |
6.00% |
|
9/2030 |
|
14,315 |
|
|
14,106 |
|
|
14,100 |
|
|
0.7 |
% |
| Hyland Software, Inc.(5)(13)(14)(18) |
|
First lien senior secured revolving loan |
|
SR + |
6.00% |
|
9/2029 |
|
— |
|
|
(10) |
|
|
(10) |
|
|
— |
% |
| MessageBird BidCo B.V.(5)(6)(16)(18) |
|
First lien senior secured loan |
|
SR + |
6.75% |
|
4/2027 |
|
8,000 |
|
|
7,890 |
|
|
7,980 |
|
|
0.4 |
% |
Blue Owl Capital Corporation III
Consolidated Schedule of Investments
as of December 31, 2023
(Amounts in thousands, except share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Company(1)(2)(23) |
|
Investment |
|
Interest |
|
Maturity Date |
|
Par / Units |
|
Amortized Cost(3)(4) |
|
Fair Value |
|
Percentage of Net Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Ministry Brands Holdings, LLC(5)(6)(18) |
|
First lien senior secured loan |
|
SR + |
5.50% |
|
12/2028 |
|
10,321 |
|
|
10,162 |
|
|
10,115 |
|
|
0.5 |
% |
| Ministry Brands Holdings, LLC(5)(6)(18) |
|
First lien senior secured delayed draw term loan |
|
SR + |
5.50% |
|
12/2028 |
|
1,041 |
|
|
1,025 |
|
|
1,020 |
|
|
0.1 |
% |
| Ministry Brands Holdings, LLC(5)(6)(13)(18) |
|
First lien senior secured revolving loan |
|
SR + |
5.50% |
|
12/2027 |
|
538 |
|
|
524 |
|
|
518 |
|
|
— |
% |
| Project Alpha Intermediate Holding, Inc. (dba Qlik)(5)(6)(17)(18) |
|
First lien senior secured loan |
|
SR + |
4.75% |
|
10/2030 |
|
10,000 |
|
|
9,804 |
|
|
10,033 |
|
|
0.5 |
% |
| Proofpoint, Inc.(5)(6)(17)(18) |
|
Second lien senior secured loan |
|
SR + |
6.25% |
|
8/2029 |
|
7,500 |
|
|
7,471 |
|
|
7,556 |
|
|
0.4 |
% |
| QAD Inc.(5)(6)(18) |
|
First lien senior secured loan |
|
SR + |
5.38% |
|
11/2027 |
|
45,687 |
|
|
45,049 |
|
|
45,001 |
|
|
2.5 |
% |
| QAD Inc.(5)(13)(14)(18) |
|
First lien senior secured revolving loan |
|
SR + |
5.38% |
|
11/2027 |
|
— |
|
|
(77) |
|
|
(90) |
|
|
— |
% |
| Sailpoint Technologies Holdings, Inc.(5)(6)(18) |
|
First lien senior secured loan |
|
SR + |
6.00% |
|
8/2029 |
|
22,820 |
|
|
22,407 |
|
|
22,649 |
|
|
1.2 |
% |
| Sailpoint Technologies Holdings, Inc.(5)(13)(14)(18) |
|
First lien senior secured revolving loan |
|
SR + |
6.00% |
|
8/2028 |
|
— |
|
|
(34) |
|
|
(16) |
|
|
— |
% |
| Securonix, Inc.(5)(7)(18) |
|
First lien senior secured loan |
|
SR + |
6.00% |
|
4/2028 |
|
847 |
|
|
841 |
|
|
794 |
|
|
— |
% |
| Securonix, Inc.(5)(13)(14)(18) |
|
First lien senior secured revolving loan |
|
SR + |
6.50% |
|
4/2028 |
|
— |
|
|
(1) |
|
|
(10) |
|
|
— |
% |
| Thunder Purchaser, Inc. (dba Vector Solutions)(5)(7)(18) |
|
First lien senior secured loan |
|
SR + |
5.75% |
|
6/2028 |
|
35,462 |
|
|
35,213 |
|
|
35,284 |
|
|
1.9 |
% |
| Thunder Purchaser, Inc. (dba Vector Solutions)(5)(7)(18) |
|
First lien senior secured delayed draw term loan |
|
SR + |
5.75% |
|
6/2028 |
|
2,872 |
|
|
2,872 |
|
|
2,858 |
|
|
0.1 |
% |
| Thunder Purchaser, Inc. (dba Vector Solutions)(5)(7)(13)(18) |
|
First lien senior secured revolving loan |
|
SR + |
5.75% |
|
6/2027 |
|
1,807 |
|
|
1,785 |
|
|
1,791 |
|
|
0.1 |
% |
| When I Work, Inc.(5)(7)(18) |
|
First lien senior secured loan |
|
SR + |
7.00% PIK |
|
11/2027 |
|
25,116 |
|
|
24,960 |
|
|
24,676 |
|
|
1.3 |
% |
| When I Work, Inc.(5)(13)(14)(18) |
|
First lien senior secured revolving loan |
|
SR + |
6.00% |
|
11/2027 |
|
— |
|
|
(27) |
|
|
(73) |
|
|
— |
% |
Blue Owl Capital Corporation III
Consolidated Schedule of Investments
as of December 31, 2023
(Amounts in thousands, except share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Company(1)(2)(23) |
|
Investment |
|
Interest |
|
Maturity Date |
|
Par / Units |
|
Amortized Cost(3)(4) |
|
Fair Value |
|
Percentage of Net Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Zendesk, Inc.(5)(7)(18) |
|
First lien senior secured loan |
|
SR + |
6.25% (3.25% PIK) |
|
11/2028 |
|
24,038 |
|
|
23,539 |
|
|
23,738 |
|
|
1.2 |
% |
| Zendesk, Inc.(5)(13)(14)(15)(18) |
|
First lien senior secured delayed draw term loan |
|
SR + |
6.25% |
|
11/2024 |
|
— |
|
|
(72) |
|
|
(15) |
|
|
— |
% |
| Zendesk, Inc.(5)(13)(14)(18) |
|
First lien senior secured revolving loan |
|
SR + |
6.25% |
|
11/2028 |
|
— |
|
|
(49) |
|
|
(30) |
|
|
— |
% |
|
|
|
|
|
|
|
|
|
|
|
438,134 |
|
|
439,874 |
|
|
23.0 |
% |
| Leisure and entertainment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Troon Golf, L.L.C.(5)(7)(18) |
|
First lien senior secured loan |
|
SR + |
5.50% |
|
8/2027 |
|
69,350 |
|
|
69,121 |
|
|
69,003 |
|
|
3.6 |
% |
| Troon Golf, L.L.C.(5)(13)(14)(18) |
|
First lien senior secured revolving loan |
|
SR + |
5.50% |
|
8/2026 |
|
— |
|
|
(14) |
|
|
(27) |
|
|
— |
% |
|
|
|
|
|
|
|
|
|
|
|
69,107 |
|
|
68,976 |
|
|
3.6 |
% |
| Manufacturing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| BCPE Watson (DE) ORML, LP(5)(8)(16)(18)(24) |
|
First lien senior secured loan |
|
SR + |
6.50% |
|
7/2028 |
|
5,000 |
|
|
4,960 |
|
|
4,975 |
|
|
0.3 |
% |
| FARADAY BUYER, LLC (dba MacLean Power Systems)(5)(7)(18) |
|
First lien senior secured loan |
|
SR + |
6.00% |
|
10/2028 |
|
45,870 |
|
|
44,971 |
|
|
44,953 |
|
|
2.4 |
% |
| FARADAY BUYER, LLC (dba MacLean Power Systems)(5)(13)(14)(15)(18) |
|
First lien senior secured delayed draw term loan |
|
SR + |
6.00% |
|
11/2025 |
|
— |
|
|
(47) |
|
|
(48) |
|
|
— |
% |
| Gloves Buyer, Inc. (dba Protective Industrial Products)(5)(6)(18) |
|
Second lien senior secured loan |
|
SR + |
8.25% |
|
12/2028 |
|
6,300 |
|
|
6,187 |
|
|
6,237 |
|
|
0.3 |
% |
| MHE Intermediate Holdings, LLC (dba OnPoint Group)(5)(7)(18) |
|
First lien senior secured loan |
|
SR + |
6.00% |
|
7/2027 |
|
28,852 |
|
|
28,663 |
|
|
28,852 |
|
|
1.6 |
% |
| MHE Intermediate Holdings, LLC (dba OnPoint Group)(5)(7)(18) |
|
First lien senior secured loan |
|
SR + |
6.25% |
|
7/2027 |
|
4,064 |
|
|
4,001 |
|
|
4,064 |
|
|
0.2 |
% |
| MHE Intermediate Holdings, LLC (dba OnPoint Group)(5)(13)(14)(18) |
|
First lien senior secured revolving loan |
|
SR + |
6.00% |
|
7/2027 |
|
— |
|
|
(21) |
|
|
— |
|
|
— |
% |
Blue Owl Capital Corporation III
Consolidated Schedule of Investments
as of December 31, 2023
(Amounts in thousands, except share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Company(1)(2)(23) |
|
Investment |
|
Interest |
|
Maturity Date |
|
Par / Units |
|
Amortized Cost(3)(4) |
|
Fair Value |
|
Percentage of Net Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Sonny's Enterprises, LLC(5)(7)(18) |
|
First lien senior secured loan |
|
SR + |
6.75% |
|
8/2028 |
|
51,292 |
|
|
50,846 |
|
|
51,164 |
|
|
2.7 |
% |
| Sonny's Enterprises, LLC(5)(7)(13)(15)(18) |
|
First lien senior secured delayed draw term loan |
|
SR + |
6.75% |
|
11/2024 |
|
265 |
|
|
257 |
|
|
263 |
|
|
— |
% |
| Sonny's Enterprises, LLC(5)(13)(14)(18) |
|
First lien senior secured revolving loan |
|
SR + |
6.75% |
|
8/2027 |
|
— |
|
|
(73) |
|
|
(11) |
|
|
— |
% |
|
|
|
|
|
|
|
|
|
|
|
139,744 |
|
|
140,449 |
|
|
7.5 |
% |
| Professional services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Apex Group Treasury, LLC(5)(7)(16)(18) |
|
Second lien senior secured loan |
|
SR + |
6.75% |
|
7/2029 |
|
11,618 |
|
|
11,466 |
|
|
11,560 |
|
|
0.6 |
% |
| Apex Service Partners, LLC(5)(7)(18) |
|
First lien senior secured loan |
|
SR + |
7.00% (2.00% PIK) |
|
10/2030 |
|
7,268 |
|
|
7,090 |
|
|
7,086 |
|
|
0.4 |
% |
| Apex Service Partners, LLC(5)(7)(13)(15)(18) |
|
First lien senior secured delayed draw term loan |
|
SR + |
7.00% (2.00% PIK) |
|
10/2025 |
|
386 |
|
|
360 |
|
|
360 |
|
|
— |
% |
| Apex Service Partners, LLC(5)(7)(13)(18) |
|
First lien senior secured revolving loan |
|
SR + |
6.50% |
|
10/2029 |
|
46 |
|
|
32 |
|
|
32 |
|
|
— |
% |
| Guidehouse Inc.(5)(6)(18) |
|
First lien senior secured loan |
|
SR + |
5.75% (2.00% PIK) |
|
12/2030 |
|
43,724 |
|
|
43,724 |
|
|
43,505 |
|
|
2.4 |
% |
| Relativity ODA LLC(5)(6)(18) |
|
First lien senior secured loan |
|
SR + |
6.50% |
|
5/2027 |
|
17,320 |
|
|
17,180 |
|
|
17,320 |
|
|
0.9 |
% |
| Relativity ODA LLC(5)(13)(14)(18) |
|
First lien senior secured revolving loan |
|
SR + |
6.50% |
|
5/2027 |
|
— |
|
|
(12) |
|
|
— |
|
|
— |
% |
| Sensor Technology Topco, Inc. (dba Humanetics)(5)(7)(18) |
|
First lien senior secured loan |
|
SR + |
7.00% (2.00% PIK) |
|
5/2026 |
|
18,052 |
|
|
17,943 |
|
|
18,007 |
|
|
0.9 |
% |
| Sensor Technology Topco, Inc. (dba Humanetics)(5)(11)(18) |
|
First lien senior secured EUR term loan |
|
E + |
7.25% (2.25% PIK) |
|
5/2026 |
|
€ |
3,254 |
|
|
3,513 |
|
|
3,585 |
|
|
0.2 |
% |
| Sensor Technology Topco, Inc. (dba Humanetics)(5)(7)(13)(18) |
|
First lien senior secured revolving loan |
|
SR + |
6.50% |
|
5/2026 |
|
889 |
|
|
880 |
|
|
885 |
|
|
— |
% |
|
|
|
|
|
|
|
|
|
|
|
102,176 |
|
|
102,340 |
|
|
5.4 |
% |
Blue Owl Capital Corporation III
Consolidated Schedule of Investments
as of December 31, 2023
(Amounts in thousands, except share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Company(1)(2)(23) |
|
Investment |
|
Interest |
|
Maturity Date |
|
Par / Units |
|
Amortized Cost(3)(4) |
|
Fair Value |
|
Percentage of Net Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Specialty retail |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Ideal Image Development, LLC(5)(7)(18)(25) |
|
First lien senior secured loan |
|
SR + |
6.50% |
|
9/2027 |
|
7,727 |
|
|
7,600 |
|
|
5,814 |
|
|
0.3 |
% |
| Ideal Image Development, LLC(5)(7)(18)(25) |
|
First lien senior secured delayed draw term loan |
|
SR + |
6.50% |
|
2/2024 |
|
1,463 |
|
|
732 |
|
|
1,101 |
|
|
0.1 |
% |
| Ideal Image Development, LLC(5)(7)(13)(15)(18)(25) |
|
First lien senior secured delayed draw term loan |
|
SR + |
6.50% |
|
2/2024 |
|
805 |
|
|
293 |
|
|
606 |
|
|
— |
% |
| Ideal Image Development, LLC(5)(7)(18)(25) |
|
First lien senior secured revolving loan |
|
SR + |
6.50% |
|
9/2027 |
|
1,220 |
|
|
1,199 |
|
|
918 |
|
|
— |
% |
| Milan Laser Holdings LLC(5)(6)(18) |
|
First lien senior secured loan |
|
SR + |
5.00% |
|
4/2027 |
|
40,434 |
|
|
40,188 |
|
|
40,434 |
|
|
2.1 |
% |
| Milan Laser Holdings LLC(5)(13)(14)(18) |
|
First lien senior secured revolving loan |
|
SR + |
5.00% |
|
4/2026 |
|
— |
|
|
(31) |
|
|
— |
|
|
— |
% |
| Notorious Topco, LLC (dba Beauty Industry Group)(5)(7)(18) |
|
First lien senior secured loan |
|
SR + |
6.75% |
|
11/2027 |
|
59,697 |
|
|
59,059 |
|
|
55,817 |
|
|
2.9 |
% |
| Notorious Topco, LLC (dba Beauty Industry Group)(5)(7)(18) |
|
First lien senior secured delayed draw term loan |
|
SR + |
6.75% |
|
11/2027 |
|
5,202 |
|
|
5,132 |
|
|
4,864 |
|
|
0.3 |
% |
| Notorious Topco, LLC (dba Beauty Industry Group)(5)(7)(13)(18) |
|
First lien senior secured revolving loan |
|
SR + |
6.75% |
|
5/2027 |
|
352 |
|
|
303 |
|
|
9 |
|
|
— |
% |
| The Shade Store, LLC(5)(7)(18) |
|
First lien senior secured loan |
|
SR + |
6.00% |
|
10/2027 |
|
57,909 |
|
|
57,410 |
|
|
55,737 |
|
|
2.9 |
% |
| The Shade Store, LLC(5)(7)(18) |
|
First lien senior secured loan |
|
SR + |
7.00% |
|
10/2027 |
|
9,170 |
|
|
8,953 |
|
|
8,940 |
|
|
0.5 |
% |
| The Shade Store, LLC(5)(7)(13)(18) |
|
First lien senior secured revolving loan |
|
SR + |
6.00% |
|
10/2026 |
|
3,782 |
|
|
3,741 |
|
|
3,560 |
|
|
0.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
184,579 |
|
|
177,800 |
|
|
9.3 |
% |
| Telecommunications |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| EOS U.S. Finco LLC(5)(7)(16)(18) |
|
First lien senior secured loan |
|
SR + |
5.75% |
|
10/2029 |
|
8,595 |
|
|
8,187 |
|
|
7,865 |
|
|
0.4 |
% |
| EOS U.S. Finco LLC(5)(7)(13)(15)(16)(18) |
|
First lien senior secured delayed draw term loan |
|
SR + |
5.75% |
|
5/2026 |
|
36 |
|
|
6 |
|
|
(42) |
|
|
— |
% |
| Park Place Technologies, LLC(5)(6)(17)(18) |
|
First lien senior secured loan |
|
SR + |
5.00% |
|
11/2027 |
|
7,294 |
|
|
7,113 |
|
|
7,244 |
|
|
0.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
15,306 |
|
|
15,067 |
|
|
0.8 |
% |
Blue Owl Capital Corporation III
Consolidated Schedule of Investments
as of December 31, 2023
(Amounts in thousands, except share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Company(1)(2)(23) |
|
Investment |
|
Interest |
|
Maturity Date |
|
Par / Units |
|
Amortized Cost(3)(4) |
|
Fair Value |
|
Percentage of Net Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Transportation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Motus Group, LLC(5)(6)(18) |
|
Second lien senior secured loan |
|
SR + |
6.50% |
|
12/2029 |
|
10,000 |
|
|
9,919 |
|
|
9,900 |
|
|
0.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
9,919 |
|
|
9,900 |
|
|
0.5 |
% |
| Total non-controlled/non-affiliated portfolio company debt investments |
|
|
|
|
|
|
|
|
|
|
3,213,725 |
|
|
3,212,352 |
|
|
168.1 |
% |
| Equity Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Automotive |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| CD&R Value Building Partners I, L.P. (dba Belron)(16)(18)(20)(21) |
|
LP Interest |
|
|
N/A |
|
N/A |
|
32,865 |
|
|
32,911 |
|
|
40,794 |
|
|
2.1 |
% |
| Metis HoldCo, Inc. (dba Mavis Tire Express Services)(18)(20)(22) |
|
Series A Convertible Preferred Stock |
|
|
7.00% PIK |
|
N/A |
|
32,308 |
|
|
38,057 |
|
|
38,852 |
|
|
2.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
70,968 |
|
|
79,646 |
|
|
4.1 |
% |
| Buildings and real estate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Associations Finance, Inc.(18)(20)(22) |
|
Preferred Stock |
|
|
13.50% PIK |
|
N/A |
|
35,000,000 |
|
|
39,167 |
|
|
39,706 |
|
|
2.1 |
% |
Dodge Construction
Network Holdings, L.P.(18)(20)(21) |
|
Class A-2 Common Units |
|
|
N/A |
|
N/A |
|
431,889 |
|
|
367 |
|
|
295 |
|
|
— |
% |
Dodge Construction
Network Holdings, L.P.(5)(7)(18)(20) |
|
Series A Preferred Units |
|
SR + |
8.25% |
|
N/A |
|
— |
|
|
9 |
|
|
6 |
|
|
— |
% |
|
|
|
|
|
|
|
|
|
|
|
39,543 |
|
|
40,007 |
|
|
2.1 |
% |
| Business services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Denali Holding, LP (dba Summit Companies)(18)(20)(21) |
|
Class A Units |
|
|
N/A |
|
N/A |
|
413,725 |
|
|
4,215 |
|
|
6,350 |
|
|
0.3 |
% |
| Hercules Buyer LLC (dba The Vincit Group)(18)(19)(20)(21) |
|
Common Units |
|
|
N/A |
|
N/A |
|
450 |
|
|
450 |
|
|
503 |
|
|
— |
% |
| Knockout Intermediate Holdings I Inc. (dba Kaseya Inc.)(18)(20)(22) |
|
Perpetual Preferred Stock |
|
|
11.75% PIK |
|
N/A |
|
6,000 |
|
|
6,613 |
|
|
6,723 |
|
|
0.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
11,278 |
|
|
13,576 |
|
|
0.7 |
% |
| Consumer products |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ASP Conair Holdings LP(18)(20)(21) |
|
Class A Units |
|
|
N/A |
|
N/A |
|
12,857 |
|
|
1,286 |
|
|
1,215 |
|
|
0.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
1,286 |
|
|
1,215 |
|
|
0.1 |
% |
Blue Owl Capital Corporation III
Consolidated Schedule of Investments
as of December 31, 2023
(Amounts in thousands, except share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Company(1)(2)(23) |
|
Investment |
|
Interest |
|
Maturity Date |
|
Par / Units |
|
Amortized Cost(3)(4) |
|
Fair Value |
|
Percentage of Net Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Financial services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Amergin Asset Management, LLC(16)(18)(20)(21) |
|
Class A Units |
|
|
N/A |
|
N/A |
|
50,000,000 |
|
|
— |
|
|
— |
|
|
— |
% |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
— |
|
|
— |
% |
| Food and beverage |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Hissho Sushi Holdings, LLC(18)(20)(21) |
|
Class A Units |
|
|
N/A |
|
N/A |
|
7,502 |
|
|
75 |
|
|
100 |
|
|
— |
% |
|
|
|
|
|
|
|
|
|
|
|
75 |
|
|
100 |
|
|
— |
% |
| Healthcare equipment and services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| KPCI Holdings, L.P.(18)(20)(21) |
|
Class A Units |
|
|
N/A |
|
N/A |
|
6,169 |
|
|
6,701 |
|
|
9,004 |
|
|
0.6 |
% |
| Maia Aggregator, LP(18)(20)(21) |
|
Class A-2 Units |
|
|
N/A |
|
N/A |
|
112,360 |
|
|
112 |
|
|
113 |
|
|
— |
% |
| Patriot Holdings SCSp (dba Corza Health, Inc.)(16)(18)(20)(22) |
|
Class A Units |
|
|
8.00% PIK |
|
N/A |
|
1,798 |
|
|
2,215 |
|
|
2,215 |
|
|
0.1 |
% |
| Patriot Holdings SCSp (dba Corza Health, Inc.)(16)(18)(20)(21) |
|
Class B Units |
|
|
N/A |
|
N/A |
|
24,765 |
|
|
75 |
|
|
378 |
|
|
— |
% |
| Rhea Acquisition Holdings, LP(18)(20)(21) |
|
Series A-2 Units |
|
|
N/A |
|
N/A |
|
119,048 |
|
|
119 |
|
|
161 |
|
|
— |
% |
|
|
|
|
|
|
|
|
|
|
|
9,222 |
|
|
11,871 |
|
|
0.7 |
% |
| Healthcare providers and services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| KOBHG Holdings, L.P. (dba OB Hospitalist)(18)(20)(21) |
|
Class A Interests |
|
|
N/A |
|
N/A |
|
3,017 |
|
|
3,017 |
|
|
2,661 |
|
|
0.1 |
% |
| KWOL Acquisition Inc. (dba Worldwide Clinical Trials)(18)(20)(21) |
|
Class A Interests |
|
|
N/A |
|
N/A |
|
90 |
|
|
904 |
|
|
904 |
|
|
— |
% |
| Romulus Intermediate Holdings 1 Inc. (dba PetVet Care Centers)(18)(20)(22) |
|
Series A Preferred Stock |
|
|
15.00% PIK |
|
N/A |
|
2,868 |
|
|
2,811 |
|
|
2,810 |
|
|
0.1 |
% |
| XOMA Corporation(18)(20)(21) |
|
Common Stock Warrants |
|
|
N/A |
|
N/A |
|
6,000 |
|
|
41 |
|
|
41 |
|
|
— |
% |
|
|
|
|
|
|
|
|
|
|
|
6,773 |
|
|
6,416 |
|
|
0.2 |
% |
Blue Owl Capital Corporation III
Consolidated Schedule of Investments
as of December 31, 2023
(Amounts in thousands, except share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Company(1)(2)(23) |
|
Investment |
|
Interest |
|
Maturity Date |
|
Par / Units |
|
Amortized Cost(3)(4) |
|
Fair Value |
|
Percentage of Net Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Healthcare technology |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Minerva Holdco, Inc.(18)(20)(22) |
|
Series A Preferred Stock |
|
|
10.75% PIK |
|
N/A |
|
2,000 |
|
|
2,350 |
|
|
2,312 |
|
|
0.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
2,350 |
|
|
2,312 |
|
|
0.1 |
% |
| Household products |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Evology, LLC(18)(20)(21) |
|
Class B Units |
|
|
N/A |
|
N/A |
|
113 |
|
|
540 |
|
|
516 |
|
|
— |
% |
|
|
|
|
|
|
|
|
|
|
|
540 |
|
|
516 |
|
|
— |
% |
| Human resource support services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Sunshine Software Holdings, Inc. (dba Cornerstone OnDemand)(18)(20)(22) |
|
Series A Preferred Stock |
|
|
10.50% PIK |
|
N/A |
|
12,750 |
|
|
14,933 |
|
|
13,556 |
|
|
0.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
14,933 |
|
|
13,556 |
|
|
0.8 |
% |
| Insurance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Accelerate Topco Holdings, LLC(18)(20)(21) |
|
Common Units |
|
|
N/A |
|
N/A |
|
5,129 |
|
|
142 |
|
|
167 |
|
|
— |
% |
| Evolution Parent, LP (dba SIAA)(18)(20)(21) |
|
LP Interest |
|
|
N/A |
|
N/A |
|
8,919 |
|
|
892 |
|
|
1,050 |
|
|
0.1 |
% |
| GrowthCurve Capital Sunrise Co-Invest LP (dba Brightway)(18)(20)(21) |
|
LP Interest |
|
|
N/A |
|
N/A |
|
421 |
|
|
426 |
|
|
408 |
|
|
— |
% |
| Hockey Parent Holdings, L.P.(18)(20)(21) |
|
Class A Units |
|
|
N/A |
|
N/A |
|
7,500 |
|
|
7,500 |
|
|
7,500 |
|
|
0.4 |
% |
| PCF Holdco, LLC (dba PCF Insurance Services)(18)(20)(21) |
|
Class A Units |
|
|
N/A |
|
N/A |
|
3,770,773 |
|
|
9,563 |
|
|
17,448 |
|
|
0.9 |
% |
| PCF Holdco, LLC (dba PCF Insurance Services)(18)(20)(22) |
|
Series A Preferred Units |
|
|
15.00% PIK |
|
N/A |
|
4,339 |
|
|
3,426 |
|
|
3,611 |
|
|
0.2 |
% |
| PCF Holdco, LLC (dba PCF Insurance Services)(18)(20)(21) |
|
Class A Unit Warrants |
|
|
N/A |
|
N/A |
|
335,816 |
|
|
1,146 |
|
|
1,129 |
|
|
— |
% |
|
|
|
|
|
|
|
|
|
|
|
23,095 |
|
|
31,313 |
|
|
1.6 |
% |
| Internet software and services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| BCTO WIW Holdings, Inc. (dba When I Work)(18)(20)(21) |
|
Class A Common Stock |
|
|
N/A |
|
N/A |
|
57,000 |
|
|
5,700 |
|
|
4,469 |
|
|
0.2 |
% |
| Brooklyn Lender Co-Invest 2, L.P. (dba Boomi)(18)(20)(21) |
|
Common Units |
|
|
N/A |
|
N/A |
|
1,729,439 |
|
|
1,729 |
|
|
1,887 |
|
|
0.1 |
% |
| Elliott Alto Co-Investor Aggregator L.P.(16)(18)(20)(21) |
|
LP Interest |
|
|
N/A |
|
N/A |
|
2,873,134 |
|
|
2,890 |
|
|
2,883 |
|
|
0.2 |
% |
Blue Owl Capital Corporation III
Consolidated Schedule of Investments
as of December 31, 2023
(Amounts in thousands, except share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Company(1)(2)(23) |
|
Investment |
|
Interest |
|
Maturity Date |
|
Par / Units |
|
Amortized Cost(3)(4) |
|
Fair Value |
|
Percentage of Net Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Project Hotel California Co-Invest Fund, L.P.(16)(18)(20)(21) |
|
LP Interest |
|
|
N/A |
|
N/A |
|
1,342,354 |
|
|
1,343 |
|
|
1,522 |
|
|
0.1 |
% |
| Insight CP (Blocker) Holdings, L.P. (dba CivicPlus, LLC)(16)(18)(20)(21) |
|
LP Interest |
|
|
N/A |
|
N/A |
|
470,219 |
|
|
471 |
|
|
509 |
|
|
— |
% |
| MessageBird Holding B.V.(16)(18)(20)(21) |
|
Extended Series C Warrants |
|
|
N/A |
|
N/A |
|
25,540 |
|
|
157 |
|
|
30 |
|
|
— |
% |
| Picard Holdco, Inc.(5)(7)(18)(20) |
|
Series A Preferred Stock |
|
SR + |
12.00% |
|
N/A |
|
19,378 |
|
|
20,482 |
|
|
22,560 |
|
|
1.2 |
% |
| Project Alpine Co-Invest Fund, LP(16)(18)(20)(21) |
|
LP Interest |
|
|
N/A |
|
N/A |
|
2,000,000 |
|
|
2,001 |
|
|
2,363 |
|
|
0.1 |
% |
| Thunder Topco L.P. (dba Vector Solutions)(18)(20)(21) |
|
Common Units |
|
|
N/A |
|
N/A |
|
2,138,653 |
|
|
2,139 |
|
|
2,374 |
|
|
0.1 |
% |
| WMC Bidco, Inc. (dba West Monroe)(18)(20)(22) |
|
Senior Preferred Stock |
|
|
11.25% PIK |
|
N/A |
|
33,385 |
|
|
41,800 |
|
|
40,036 |
|
|
2.1 |
% |
| Zoro TopCo, Inc. (dba Zendesk, Inc.)(18)(20)(22) |
|
Series A Preferred Stock |
|
|
12.50% PIK |
|
N/A |
|
3,225 |
|
|
3,484 |
|
|
3,532 |
|
|
0.3 |
% |
| Zoro TopCo, L.P. (dba Zendesk, Inc.)(18)(20)(21) |
|
Class A Common Units |
|
|
N/A |
|
N/A |
|
268,735 |
|
|
2,687 |
|
|
2,926 |
|
|
0.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
84,883 |
|
|
85,091 |
|
|
4.6 |
% |
| Manufacturing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Gloves Holdings, LP (dba Protective Industrial Products)(18)(20)(21) |
|
LP Interest |
|
|
N/A |
|
N/A |
|
7,000 |
|
|
700 |
|
|
829 |
|
|
— |
% |
|
|
|
|
|
|
|
|
|
|
|
700 |
|
|
829 |
|
|
— |
% |
| Total non-controlled/non-affiliated portfolio company equity investments |
|
|
|
|
|
|
|
|
|
|
$ |
265,646 |
|
|
$ |
286,448 |
|
|
15.0 |
% |
| Total non-controlled/non-affiliated portfolio company investments |
|
|
|
|
|
|
|
|
|
|
$ |
3,479,371 |
|
|
$ |
3,498,800 |
|
|
183.1 |
% |
Blue Owl Capital Corporation III
Consolidated Schedule of Investments
as of December 31, 2023
(Amounts in thousands, except share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Company(1)(2)(23) |
|
Investment |
|
Interest |
|
Maturity Date |
|
Par / Units |
|
Amortized Cost(3)(4) |
|
Fair Value |
|
Percentage of Net Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Non-controlled/affiliated portfolio company investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Asset based lending and fund finance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC(16)(18)(22)(26) |
|
First lien senior secured loan |
|
|
12.00% PIK |
|
7/2030 |
|
6,588 |
|
|
6,588 |
|
|
6,588 |
|
|
0.3 |
% |
| AAM Series 2.1 Aviation Feeder, LLC(16)(18)(22)(26) |
|
First lien senior secured loan |
|
|
12.00% PIK |
|
11/2030 |
|
7,828 |
|
|
7,828 |
|
|
7,828 |
|
|
0.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
14,416 |
|
|
14,416 |
|
|
0.7 |
% |
| Household products |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Walker Edison Furniture Company LLC(5)(6)(18)(25)(26) |
|
First lien senior secured loan |
|
SR + |
6.75% PIK |
|
3/2027 |
|
7,195 |
|
|
6,131 |
|
|
6,620 |
|
|
0.4 |
% |
| Walker Edison Furniture Company LLC(5)(6)(18)(25)(26) |
|
First lien senior secured delayed draw term loan |
|
SR + |
6.75% PIK |
|
3/2027 |
|
860 |
|
|
833 |
|
|
791 |
|
|
— |
% |
| Walker Edison Furniture Company LLC(5)(13)(15)(18)(25)(26) |
|
First lien senior secured delayed draw term loan |
|
SR + |
6.75% PIK |
|
3/2027 |
|
— |
|
|
— |
|
|
(167) |
|
|
— |
% |
| Walker Edison Furniture Company LLC(5)(6)(18)(25)(26) |
|
First lien senior secured revolving loan |
|
SR + |
6.25% PIK |
|
3/2027 |
|
3,333 |
|
|
3,333 |
|
|
3,118 |
|
|
0.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
10,297 |
|
|
10,362 |
|
|
0.6 |
% |
| Total non-controlled/affiliated portfolio company debt investments |
|
|
|
|
|
|
|
|
|
|
24,713 |
|
|
24,778 |
|
|
1.3 |
% |
| Equity Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Asset based lending and fund finance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC(13)(16)(18)(20)(21)(26) |
|
LLC Interest |
|
|
N/A |
|
N/A |
|
4,213,898 |
|
|
4,214 |
|
|
4,218 |
|
|
0.2 |
% |
| AAM Series 2.1 Aviation Feeder, LLC(13)(16)(18)(20)(21)(26) |
|
LLC Interest |
|
|
N/A |
|
N/A |
|
5,252,059 |
|
|
5,252 |
|
|
5,251 |
|
|
0.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
9,466 |
|
|
9,469 |
|
|
0.5 |
% |
| Household products |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Walker Edison Holdco LLC(18)(20)(21)(26) |
|
Common Units |
|
|
N/A |
|
N/A |
|
72,917 |
|
|
7,046 |
|
|
758 |
|
|
— |
% |
|
|
|
|
|
|
|
|
|
|
|
7,046 |
|
|
758 |
|
|
— |
% |
Blue Owl Capital Corporation III
Consolidated Schedule of Investments
as of December 31, 2023
(Amounts in thousands, except share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Company(1)(2)(23) |
|
Investment |
|
Interest |
|
Maturity Date |
|
Par / Units |
|
Amortized Cost(3)(4) |
|
Fair Value |
|
Percentage of Net Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Insurance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Fifth Season Investments LLC(18)(20)(26) |
|
Class A Units |
|
|
N/A |
|
N/A |
|
8 |
|
|
43,904 |
|
|
43,904 |
|
|
2.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
43,904 |
|
|
43,904 |
|
|
2.4 |
% |
| Pharmaceuticals |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| LSI Financing 1 DAC(16)(18)(20)(26) |
|
Preferred Equity |
|
|
N/A |
|
N/A |
|
12,317,312 |
|
|
12,353 |
|
|
12,992 |
|
|
0.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
12,353 |
|
|
12,992 |
|
|
0.6 |
% |
| Total non-controlled/affiliated portfolio company equity investments |
|
|
|
|
|
|
|
|
|
|
$ |
72,769 |
|
|
$ |
67,123 |
|
|
3.5 |
% |
| Total non-controlled/affiliated portfolio company investments |
|
|
|
|
|
|
|
|
|
|
$ |
97,482 |
|
|
$ |
91,901 |
|
|
4.8 |
% |
| Total Investments |
|
|
|
|
|
|
|
|
|
|
$ |
3,576,853 |
|
|
$ |
3,590,701 |
|
|
187.9 |
% |
(1)Certain portfolio company investments are subject to contractual restrictions on sales.
(2)Unless otherwise indicated, all investments are considered Level 3 investments.
(3)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.
(4)As of December 31, 2023, the net estimated unrealized gain for U.S. federal income tax purposes was $26.9 million based on a tax cost basis of $3.6 billion. As of December 31, 2023, the estimated aggregate gross unrealized loss for U.S. federal income tax purposes was $18.8 million and the estimated aggregate gross unrealized gain for U.S. federal income tax purposes was $45.7 million.
(5)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 “SR”) (which can include one-, three-, six-, or twelve-month SOFR), Euro Interbank Offered Rate (“EURIBOR” or “E”), Sterling Overnight Interbank Average Rate (“SONIA” or “SA”) or an alternate base rate (which can include the Federal Funds Effective Rate or the Prime Rate (“Prime” or “P” )), 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 SOFR, which as of December 31, 2023 was 5.35%.
(7)The interest rate on these loans is subject to 3 month SOFR, which as of December 31, 2023 was 5.33%.
(8)The interest rate on these loans is subject to 6 month SOFR, which as of December 31, 2023 was 5.16%.
(9)The interest rate on these loans is subject to Prime, which as of December 31, 2023 was 8.50%.
(10)The interest rate on these loans is subject to SONIA, which as of December 31, 2023 was 5.19%.
(11)The interest rate on these loans is subject to 3 month EURIBOR, which as of December 31, 2023 was 3.91%.
(12)The interest rate on this loan is subject to 6 month EURIBOR, which as of December 31, 2023 was 3.86%.
(13)Position or portion thereof is an unfunded loan or equity commitment. See Note 7 “Commitments and Contingencies”.
(14)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.
(15)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.
(16)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, 2023, non-qualifying assets represented 8.5% of total assets as calculated in accordance with the regulatory requirements.
Blue Owl Capital Corporation III
Consolidated Schedule of Investments
as of December 31, 2023
(Amounts in thousands, except share amounts)
(17)Level 2 investment.
(18)Represents co-investment made with the Company’s affiliates in accordance with the terms of the exemptive relief that the Company relies on from the U.S. Securities and Exchange Commission. See Note 3 “Agreements and Related Party Transactions.”
(19)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.
(20)Security acquired in transaction 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, 2023, the aggregate fair value of these securities is $353.6 million or 18.5% of the Company’s net assets. The acquisition dates of the restricted securities are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Portfolio Company |
|
Investment |
|
Acquisition Date |
| AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC |
|
LLC Interest |
|
July 1, 2022 |
| AAM Series 2.1 Aviation Feeder, LLC |
|
LLC Interest |
|
July 1, 2022 |
| Accelerate Topco Holdings, LLC |
|
Common Units |
|
September 1, 2022 |
| Project Alpine Co-Invest Fund, LP |
|
LP Interest |
|
June 10, 2022 |
| Amergin Asset Management, LLC |
|
Class A Units |
|
July 1, 2022 |
| ASP Conair Holdings LP |
|
Class A Units |
|
May 17, 2021 |
| Associations Finance, Inc. |
|
Preferred Stock |
|
June 10, 2022 |
| BCTO WIW Holdings, Inc. (dba When I Work) |
|
Class A Common Stock |
|
November 2, 2021 |
| Brooklyn Lender Co-Invest 2, L.P. (dba Boomi) |
|
Common Units |
|
October 1, 2021 |
| CD&R Value Building Partners I, L.P. (dba Belron) |
|
LP Interest |
|
December 2, 2021 |
| Denali Holding, LP (dba Summit Companies) |
|
Class A Units |
|
September 15, 2021 |
| Dodge Construction Network Holdings, L.P. |
|
Class A-2 Common Units |
|
February 23, 2022 |
| Dodge Construction Network Holdings, L.P. |
|
Series A Preferred Units |
|
February 23, 2022 |
| Elliott Alto Co-Investor Aggregator L.P. |
|
LP Interest |
|
September 27, 2022 |
| Evology LLC |
|
Class B Units |
|
January 24, 2022 |
| Evolution Parent, LP (dba SIAA) |
|
LP Interest |
|
April 30, 2021 |
| Fifth Season Investments LLC |
|
Class A Units |
|
October 17, 2022 |
| Gloves Holdings, LP (dba Protective Industrial Products) |
|
LP Interest |
|
December 29, 2020 |
| GrowthCurve Capital Sunrise Co-Invest LP (dba Brightway) |
|
LP Interest |
|
December 16, 2021 |
| Hercules Buyer, LLC (dba The Vincit Group) |
|
Common Units |
|
December 15, 2020 |
| Hissho Sushi Holdings, LLC |
|
Class A Units |
|
May 17, 2022 |
| Hockey Parent Holdings, L.P. |
|
Class A Units |
|
September 14, 2023 |
| Project Hotel California Co-Invest Fund, L.P. |
|
LP Interest |
|
August 9, 2022 |
| Insight CP (Blocker) Holdings, L.P. (dba CivicPlus, LLC) |
|
LP Interest |
|
June 8, 2022 |
Blue Owl Capital Corporation III
Consolidated Schedule of Investments
as of December 31, 2023
(Amounts in thousands, except share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Portfolio Company |
|
Investment |
|
Acquisition Date |
| Knockout Intermediate Holdings I Inc. (dba Kaseya) |
|
Perpetual Preferred Stock |
|
June 23, 2022 |
| KOBHG Holdings, L.P. (dba OB Hospitalist) |
|
Class A Interests |
|
September 27, 2021 |
| KPCI Holdings, LP |
|
Class A Units |
|
November 30, 2020 |
| KWOL Co-Invest, LP |
|
Class A Interests |
|
December 12, 2023 |
| LSI Financing 1 DAC |
|
Preferred Equity |
|
December 14, 2022 |
| Maia Aggregator, LP |
|
Class A-2 Units |
|
February 1, 2022 |
| MessageBird Holding B.V. |
|
Extended Series C Warrants |
|
May 5, 2021 |
| Metis HoldCo, Inc. (dba Mavis Tire Express Services) |
|
Series A Convertible Preferred Stock |
|
May 4, 2021 |
| Minerva Holdco, Inc. |
|
Series A Preferred Stock |
|
February 15, 2022 |
| Patriot Holdings SCSp (dba Corza Health, Inc.) |
|
Class A Units |
|
January 29, 2021 |
| Patriot Holdings SCSp (dba Corza Health, Inc.) |
|
Class B Units |
|
January 29, 2021 |
| PCF Holdco, LLC (dba PCF Insurance Services) |
|
Class A Units |
|
November 1, 2021 |
| PCF Holdco, LLC (dba PCF Insurance Services) |
|
Series A Preferred Units |
|
February 16, 2023 |
| PCF Holdco, LLC (dba PCF Insurance Services) |
|
Class A Unit Warrants |
|
February 16, 2023 |
| Picard Holdco, Inc. |
|
Series A Preferred Stock |
|
September 30, 2022 |
| Rhea Acquisition Holdings, LP |
|
Series A-2 Units |
|
February 18, 2022 |
| Romulus Intermediate Holdings 1 Inc. |
|
Series A Preferred Stock |
|
November 15, 2023 |
| Sunshine Software Holdings, Inc. (dba Cornerstone OnDemand) |
|
Series A Preferred Stock |
|
October 15, 2021 |
| Thunder Topco L.P. (dba Vector Solutions) |
|
Common Units |
|
June 30, 2021 |
| Walker Edison Holdco LLC |
|
Common Units |
|
March 1, 2023 |
| WMC Bidco, Inc. (dba West Monroe) |
|
Senior Preferred Stock |
|
November 9, 2021 |
| XOMA Corporation |
|
Common Stock Warrants |
|
December 15, 2023 |
| Zoro TopCo, LP |
|
Class A Common Units |
|
November 22, 2022 |
| Zoro TopCo, Inc. |
|
Series A Preferred Stock |
|
November 22, 2022 |
(21)Investment is non-income producing.
(22)Investment contains a fixed-rate structure.
(23)Unless otherwise indicated, the Company’s portfolio companies are pledged as collateral supporting the amounts outstanding under the Revolving Credit Facility, SPV Asset Facility I, SPV Asset Facility II, and CLO XIV. See Note 5 “Debt”.
(24)Investment is not pledged as collateral for the Revolving Credit Facility, SPV Asset Facility I, SPV Asset Facility II or CLO XIV.
(25)Loan was on non-accrual status as of December 31, 2023.
(26)Under 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 outstanding voting securities. The Company’s investments in affiliates for the period ended December 31, 2023, were as follows:
Blue Owl Capital Corporation III
Consolidated Schedule of Investments
as of December 31, 2023
(Amounts in thousands, except share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Company |
|
Fair value
as of December 31, 2022 |
|
Gross Additions(a) |
|
Gross Reductions(b) |
|
Net Change in Unrealized Gain/ (Loss) |
|
Realized Gain/(Loss) |
|
Fair value as of December 31, 2023 |
|
Interest Income |
|
Dividend Income |
|
Other Income |
AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC(c) |
|
$ |
— |
|
|
$ |
10,807 |
|
|
$ |
(6) |
|
|
$ |
5 |
|
|
$ |
— |
|
|
$ |
10,806 |
|
|
$ |
316 |
|
|
$ |
— |
|
|
$ |
— |
|
AAM Series 2.1 Aviation Feeder, LLC(c) |
|
262 |
|
|
12,818 |
|
|
— |
|
|
(1) |
|
|
— |
|
|
13,079 |
|
|
103 |
|
|
— |
|
|
— |
|
| Fifth Season Investments LLC |
|
25,110 |
|
|
18,794 |
|
|
— |
|
|
— |
|
|
— |
|
|
43,904 |
|
|
— |
|
|
1,390 |
|
|
— |
|
| LSI Financing 1 DAC |
|
4,012 |
|
|
9,777 |
|
|
(1,471) |
|
|
674 |
|
|
— |
|
|
12,992 |
|
|
— |
|
|
163 |
|
|
— |
|
| Walker Edison Furniture Company LLC |
|
— |
|
|
17,343 |
|
|
— |
|
|
(6,223) |
|
|
— |
|
|
11,120 |
|
|
— |
|
|
— |
|
|
10 |
|
| Total |
|
$ |
29,384 |
|
|
$ |
69,539 |
|
|
$ |
(1,477) |
|
|
$ |
(5,545) |
|
|
$ |
— |
|
|
$ |
91,901 |
|
|
$ |
419 |
|
|
$ |
1,553 |
|
|
$ |
10 |
|
________
(a) Gross additions include increases in the cost basis of investments resulting from new investments, payment-in-kind interest or dividends, and the amortization of any unearned income or discounts on equity investments, as applicable.
(b) Gross reductions include decreases in the cost basis of investments resulting from principal collections related to investment repayments or sales, and the amortization of any premiums on equity investments, as applicable.
(c) 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.
The accompanying notes are an integral part of these consolidated financial statements.
Blue Owl Capital Corporation III
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, |
|
2024 |
|
2023 |
|
2024 |
|
2023 |
|
|
| Increase (Decrease) in Net Assets Resulting from Operations |
|
|
|
|
|
|
|
|
|
| Net investment income (loss) |
$ |
50,493 |
|
|
$ |
69,083 |
|
|
$ |
149,149 |
|
|
$ |
200,314 |
|
|
|
| Net change in unrealized gain (loss) |
141 |
|
|
4,218 |
|
|
(717) |
|
|
27,979 |
|
|
|
| Net realized gain (loss) |
(8,473) |
|
|
192 |
|
|
(12,595) |
|
|
(11,294) |
|
|
|
| Net Increase (Decrease) in Net Assets Resulting from Operations |
42,161 |
|
|
73,493 |
|
|
135,837 |
|
|
216,999 |
|
|
|
| Distributions |
|
|
|
|
|
|
|
|
|
Distributions declared from earnings(1) |
(50,576) |
|
|
(59,174) |
|
|
(144,248) |
|
|
(171,726) |
|
|
|
| Net Decrease in Net Assets Resulting from Shareholders' Distributions |
(50,576) |
|
|
(59,174) |
|
|
(144,248) |
|
|
(171,726) |
|
|
|
| Capital Share Transactions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Reinvestment of distributions |
— |
|
|
4,219 |
|
|
8,044 |
|
|
27,916 |
|
|
|
| Net Increase in Net Assets Resulting from Capital Share Transactions |
— |
|
|
4,219 |
|
|
8,044 |
|
|
27,916 |
|
|
|
| Total Increase (Decrease) in Net Assets |
(8,415) |
|
|
18,538 |
|
|
(367) |
|
|
73,189 |
|
|
|
| Net Assets, at beginning of period |
1,919,160 |
|
|
1,868,532 |
|
|
1,911,112 |
|
|
1,813,881 |
|
|
|
| Net Assets, at end of period |
$ |
1,910,745 |
|
|
$ |
1,887,070 |
|
|
$ |
1,910,745 |
|
|
$ |
1,887,070 |
|
|
|
_______________
(1)For the three months ended September 30, 2024, distributions declared from earnings were derived from ordinary income. For the nine months ended September 30, 2024 and the three and nine months ended September 30, 2023, 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.
Blue Owl Capital Corporation III
Consolidated Statements of Cash Flows
(Amounts in thousands)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Nine Months Ended September 30, |
|
2024 |
|
2023 |
|
|
| Cash Flows from Operating Activities |
|
|
|
|
|
| Net Increase (Decrease) in Net Assets Resulting from Operations |
$ |
135,837 |
|
|
$ |
216,999 |
|
|
|
| Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities: |
|
|
|
|
|
| Purchases of investments, net |
(1,895,098) |
|
|
(219,607) |
|
|
|
| Proceeds from investments and investment repayments, net |
1,284,973 |
|
|
195,000 |
|
|
|
| Net amortization/accretion of premium/discount on investments |
(16,909) |
|
|
(7,301) |
|
|
|
| Payment-in-kind interest |
(29,138) |
|
|
(35,920) |
|
|
|
| Payment-in-kind dividends |
(13,619) |
|
|
(13,849) |
|
|
|
| Net change in unrealized (gain) loss on investments |
1,116 |
|
|
(27,980) |
|
|
|
| Net change in unrealized (gain) loss on translation of assets and liabilities in foreign currencies |
(552) |
|
|
1 |
|
|
|
| Net realized (gain) loss on investments |
11,653 |
|
|
6,848 |
|
|
|
| Net realized (gain) loss on foreign currency transactions relating to investments |
2,196 |
|
|
4,405 |
|
|
|
| Amortization of debt issuance costs |
5,409 |
|
|
4,152 |
|
|
|
| Amortization of offering costs |
— |
|
|
8 |
|
|
|
| Changes in operating assets and liabilities: |
|
|
|
|
|
| (Increase) decrease in interest receivable |
(12,438) |
|
|
(3,572) |
|
|
|
| (Increase) decrease in receivable for investments sold |
(22,288) |
|
|
— |
|
|
|
| (Increase) decrease in prepaid expenses and other assets |
(214) |
|
|
152 |
|
|
|
| Increase (decrease) in management fee payable |
11,296 |
|
|
317 |
|
|
|
| Increase (decrease) in incentive fee payable |
10,711 |
|
|
— |
|
|
|
| Increase (decrease) in payables for investments purchased |
4,908 |
|
|
7,500 |
|
|
|
| Increase (decrease) in payables to affiliates |
4,502 |
|
|
(524) |
|
|
|
| Increase (decrease) in accrued expenses and other liabilities |
135 |
|
|
3,129 |
|
|
|
| Net cash provided by (used in) operating activities |
(517,520) |
|
|
129,758 |
|
|
|
| Cash Flows from Financing Activities |
|
|
|
|
|
| Borrowings on debt |
1,570,281 |
|
|
278,803 |
|
|
|
| Payments on debt |
(885,846) |
|
|
(255,000) |
|
|
|
| Debt issuance costs |
(3,214) |
|
|
(1,365) |
|
|
|
|
|
|
|
|
|
| Offering costs paid |
— |
|
|
(2) |
|
|
|
| Cash distributions paid to shareholders |
(153,808) |
|
|
(135,061) |
|
|
|
| Net cash provided by (used in) financing activities |
527,413 |
|
|
(112,625) |
|
|
|
| Net increase (decrease) in cash |
9,893 |
|
|
17,133 |
|
|
|
| Cash, beginning of period |
141,448 |
|
|
60,053 |
|
|
|
| Cash, end of period |
$ |
151,341 |
|
|
$ |
77,186 |
|
|
|
|
|
|
|
|
|
| Supplemental and Non-Cash Information |
|
|
|
|
|
| Interest expense paid |
$ |
118,617 |
|
|
$ |
83,116 |
|
|
|
| Distributions declared during the period |
$ |
144,248 |
|
|
$ |
171,726 |
|
|
|
| Reinvestment of distributions during the period |
$ |
8,044 |
|
|
$ |
27,916 |
|
|
|
| Distribution payable |
$ |
43,175 |
|
|
$ |
59,174 |
|
|
|
| Taxes, including excise tax, paid during the period |
$ |
1,839 |
|
|
$ |
850 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
Blue Owl Capital Corporation III
Notes to Consolidated Financial Statements (Unaudited)
Note 1. Organization
Blue Owl Capital Corporation III (the “Company” or "OBDE") is a Maryland corporation formed on January 27, 2020. The Company was formed primarily to originate and make loans to, and make debt and equity investments in middle-market companies based primarily in the United States. 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 24, 2020, the Company formed a wholly-owned subsidiary, OR Lending III LLC, a Delaware limited liability company, which holds a California finance lenders license. OR Lending III 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.
Previously, the Company conducted private offerings (the “Private Offering”) of its common shares to accredited investors in reliance on exemptions from the registration requirements of the Securities Act of 1933, as amended.
On June 17, 2020, the Company commenced its loan origination and investment activities contemporaneously with the initial drawdown from investors in the Private Offering. In June 2020, the Company made its first portfolio investment.
Blue Owl Diversified Credit Advisors LLC (the “Adviser”) serves as the Company’s investment adviser. The Adviser is registered with the U.S. Securities and Exchange Commission (“SEC”) as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). The Adviser is 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 acquiring equity stakes in and providing debt financing to institutional alternative asset managers and (3) Real Estate, which focuses on triple net lease real estate strategies and real estate credit. 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 January 25, 2024, the Company's common stock was listed and began trading on the New York Stock Exchange (“NYSE”) under the symbol “OBDE” (the “Exchange Listing”).
On August 7, 2024, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Blue Owl Capital Corporation, a Maryland corporation (“OBDC”), Cardinal Merger Sub, Inc., a Maryland corporation and wholly-owned subsidiary of OBDC (“Merger Sub”), and, solely for the limited purposes set forth therein, Blue Owl Credit Advisors LLC ("OCA"), investment adviser to OBDC, and the Adviser. The Merger Agreement provides that, subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Company, with the Company continuing as the surviving company and as a wholly-owned subsidiary of OBDC (the "Initial Merger") and, immediately thereafter, the Company will merge with and into OBDC, with OBDC continuing as the surviving company (together with the Initial Merger, the "Mergers"). See “Note 12. Proposed Merger with Blue Owl Capital Corporation” for additional discussion of the Mergers.
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.
Blue Owl Capital Corporation III
Notes to Consolidated Financial Statements (Unaudited) - Continued
The Company was initially capitalized on June 4, 2020 and commenced operations on June 5, 2020. 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.
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 establishes requirements for determining fair value in good faith for purposes of the 1940 Act. 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
Blue Owl Capital Corporation III
Notes to Consolidated Financial Statements (Unaudited) - Continued
•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.
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.
The Company applies the practical expedient provided by the ASC Topic 820 relating to investments in certain entities that calculate net asset value per share (or its equivalent). ASC Topic 820 permits an entity holding investments in certain entities that either are investment companies, or have attributes similar to an investment company, and calculate NAV per share or its equivalent for which the fair value is not readily determinable, to measure the fair value of such investments on the basis of that NAV per share, or its equivalent, without adjustment. Investments which are valued using NAV per share as a practical expedient are not categorized within the fair value hierarchy as per ASC Topic 820.
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.
Blue Owl Capital Corporation III
Notes to Consolidated Financial Statements (Unaudited) - Continued
Fair value is estimated by discounting remaining payments using applicable current market rates, or market quotes, if available. 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. The Company does not currently use derivatives.
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 has adopted a derivatives policy and complies with the recordkeeping requirements of Rule 18f-4.
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, the majority of which is structured at initial underwriting. 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.
PIK interest and PIK dividend income consisted of the following for the periods:
Blue Owl Capital Corporation III
Notes to Consolidated Financial Statements (Unaudited) - Continued
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
| ($ in thousands) |
2024 |
|
2023 |
|
2024 |
|
2023 |
| PIK Interest Income |
$ |
10,809 |
|
|
$ |
10,378 |
|
|
$ |
31,657 |
|
|
$ |
35,250 |
|
| PIK Interest Income as a % of Investment Income |
8.4 |
% |
|
9.7 |
% |
|
8.7 |
% |
|
11.3 |
% |
| PIK Dividend Income |
$ |
3,340 |
|
|
$ |
4,013 |
|
|
$ |
10,991 |
|
|
$ |
12,868 |
|
| PIK Dividend Income as a % of Investment Income |
2.6 |
% |
|
3.7 |
% |
|
3.0 |
% |
|
4.1 |
% |
| Total PIK Income |
$ |
14,149 |
|
|
$ |
14,391 |
|
|
$ |
42,648 |
|
|
$ |
48,118 |
|
| Total PIK Income as a % of Investment Income |
11.0 |
% |
|
13.4 |
% |
|
11.7 |
% |
|
15.5 |
% |
Discounts and premiums to par value on securities purchased are amortized into interest income over the contractual life of the respective security using the effective yield method. 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 the Company’s portfolio companies.
Offering Expenses
Costs associated with the 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 beginning with commencement of operations and any additional expenses for other offerings from incurrence.
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.
Blue Owl Capital Corporation III
Notes to Consolidated Financial Statements (Unaudited) - Continued
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, 2020 and intends to continue to qualify annually thereafter 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 generally 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, 2023. 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.
Blue Owl Capital Corporation III
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.
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 U.S. 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.
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. Management has adopted the aforementioned accounting pronouncement and does not believe that it had a material effect on the accompanying consolidated financial statements.
In November 2023, the FASB issued ASU No. 2023-07, “Segment Reporting (Topic 280),” which requires specific disclosures related to the title and position of the chief operating decision maker (“CODM”) and an explanation of how the CODM uses the reported measures of segment profit or loss in assessing segment performance and deciding how to allocate resources. ASU 2023-07 is effective for the fiscal years beginning after December 15, 2023, and interim periods beginning with the first quarter ended March 31, 2025. Early adoption is permitted and retrospective adoption is required for all prior periods presented. The Company is currently assessing the impact of this guidance, however, the Company does not expect a material impact on its consolidated financial statements.
In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740),” which updates income tax disclosure requirements related to rate reconciliation, income taxes paid and other disclosures. ASU 2023-09 is effective for public business entities for fiscal years beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The Company is currently evaluating the impact of adopting ASU No. 2023-09 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. The Administration Agreement became effective on May 18, 2021. Under the terms of the Administration Agreement, the Adviser performs, or oversees the performance of, required administrative services, which include 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.
Blue Owl Capital Corporation III
Notes to Consolidated Financial Statements (Unaudited) - Continued
The Administration Agreement also provides that the Company reimburses the Adviser for certain organization costs incurred prior to the commencement of the Company’s operations, and 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.
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 holders of a majority of the Company’s 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 (the “independent directors”). On May 6, 2024, the Board approved the continuation of the Administration Agreement. The Administration Agreement may be terminated at any time, without the payment of any penalty, upon 60 days’ written notice, by the vote of a majority of the outstanding voting securities of the Company (as defined in the 1940 Act), or by the vote of a majority 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, 2024, the Company incurred expenses of approximately $1.3 million and $4.0 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, 2023, the Company incurred expenses of approximately $0.6 million and $1.5 million, respectively, for costs and expenses reimbursable to the Adviser under the terms of the Administration Agreement.
Investment Advisory Agreement
The Company has entered into an amended and restated Investment Advisory Agreement (the “Investment Advisory Agreement”) with the Adviser. 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 accordingly, the Adviser may provide similar services to others.
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 the Company’s outstanding voting securities and, in each case, by a majority of independent directors. On May 6, 2024, 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 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 penalty, the Adviser may generally terminate the Investment Advisory Agreement upon 60 days’ written notice.
Blue Owl Capital Corporation III
Notes to Consolidated Financial Statements (Unaudited) - Continued
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 payable quarterly in arrears. Prior to the Exchange Listing, the management fee was payable at an annual rate of 0.50% of the Company’s average gross assets, excluding cash and cash equivalents but including assets purchased with borrowed amounts, at the end of the Company’s two most recently completed calendar quarters.
Following the Exchange Listing, 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 Sections 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, 2024, management fees were $15.8 million and $43.2 million, respectively. For the three and nine months ended September 30, 2023, management fees were $4.5 million and $13.3 million, respectively.
Pursuant to the Investment Advisory Agreement, the Adviser was not entitled to an incentive fee prior to the Exchange Listing. Following the Exchange Listing, 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 will be calculated and payable quarterly in arrears commencing with the first calendar quarter following the Exchange Listing, and will equal 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 date on which the Exchange Listing became effective (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. The Company will accrue, but will not pay, a capital gains incentive fee with respect to unrealized appreciation because a capital gains incentive fee would be owed to the Adviser if the Company were to sell the relevant investment and realize a capital gain. The fees that are payable under the Investment Advisory Agreement for any partial period will be appropriately prorated. 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.
For the three and nine months ended September 30, 2024, the Company incurred $10.7 million and $28.5 million of performance based incentive fees based on net investment income, respectively. There were no performance based incentive fees on net investment income for the three and nine months ended September 30, 2023.
For the three and nine months ended September 30, 2024, the Company did not accrue capital gains based incentive fees. There were no capital gains based incentive fees for the three and nine months ended September 30, 2023.
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 relies on an order for exemptive relief (as amended, the “Order”) that has been granted to Blue Owl Credit Advisors LLC (“OCA”) and its affiliates 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.
Blue Owl Capital Corporation III
Notes to Consolidated Financial Statements (Unaudited) - Continued
Pursuant to the 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 OCA, Blue Owl Technology Credit Advisors LLC (“OTCA”), Blue Owl Technology Credit Advisors II LLC (“OTCA II”) and Blue Owl Credit Private Fund Advisors LLC (“OPFA” and together with OCA, OTCA, OTCA II and the Adviser, the “Blue Owl Credit Advisers”), which are also investment advisers. The Blue Owl Credit Advisers are indirect 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 BDCs, 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.
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 the Company was 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 non-controlled, affiliated companies, including AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC and AAM Series 2.1 Aviation Feeder, LLC (collectively, “Amergin AssetCo”), Fifth Season Investments LLC (“Fifth Season”), and LSI Financing 1 DAC (“LSI Financing 1”) and in Blue Owl Credit SLF LLC ("Credit SLF"), a controlled, affiliated company. For further description of Credit SLF, see “Note 4. Investments.”
Amergin was created to invest in a leasing platform focused on railcar, aviation and other long-lived transportation assets. Amergin acquires existing on-lease portfolios of new and end-of-life railcars and related equipment and selectively purchases off-lease assets and is building a commercial aircraft portfolio through aircraft financing and engine acquisition on a sale and lease back basis. Amergin consists of Amergin AssetCo and Amergin Asset Management, LLC, which has entered into a Servicing Agreement with Amergin AssetCo. The Company made an initial equity commitment to Amergin AssetCo on July 1, 2022. As of September 30, 2024, the fair market value of the Company's investment in Amergin AssetCo was $21.9 million, of which $8.2 million is equity and $13.7 million is debt, and the Company had an unfunded equity commitment of $17.1 million. As of September 30, 2024, the fair market value of the Company's investment in Amergin Asset Management, LLC was $1.6 million. The Company's investment in Amergin AssetCo is a co-investment made with its affiliates in accordance with the terms of the Order.
Blue Owl Capital Corporation III
Notes to Consolidated Financial Statements (Unaudited) - Continued
The Company does not consolidate its equity interest in Amergin AssetCo.
Fifth Season is a portfolio company created to invest in life insurance based assets, including secondary and tertiary life settlement and other life insurance exposures using detailed analytics, internal life expectancy review and sophisticated portfolio management techniques. On July 18, 2022, the Company made an initial equity investment in Fifth Season. As of September 30, 2024, the fair market value of the Company's equity investment in Fifth Season was $79.2 million. The Company's investment in Fifth Season is a co-investment with its affiliates in accordance with the terms of the Order. 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 an initial equity investment in LSI Financing. As of September 30, 2024, the fair market value of the Company's investment in LSI Financing was $14.1 million. As of September 30, 2024, the Company had an unfunded commitment of $9.6 million. The Company's investment in LSI Financing is a co-investment made with its affiliates in accordance with the terms of the Order. The Company does not consolidate its equity interest in LSI Financing.
Note 4. Investments
The information in the tables below is presented on an aggregate portfolio basis, without regard to whether they are non-controlled non-affiliated, non-controlled affiliated or controlled affiliated investments.
The table below presents the composition of investments at fair value and amortized cost as of the following periods:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2024 |
|
December 31, 2023 |
| ($ in thousands) |
Amortized Cost |
|
Fair Value |
|
Amortized Cost |
|
Fair Value |
First-lien senior secured debt investments(1) |
$ |
3,604,849 |
|
|
$ |
3,604,451 |
|
|
$ |
2,739,536 |
|
|
$ |
2,742,163 |
|
| Second-lien senior secured debt investments |
228,204 |
|
|
219,402 |
|
|
434,657 |
|
|
432,672 |
|
| Unsecured debt investments |
66,658 |
|
|
68,169 |
|
|
64,245 |
|
|
62,295 |
|
Preferred equity investments(2) |
142,695 |
|
|
141,610 |
|
|
185,485 |
|
|
186,696 |
|
Common equity investments(3) |
184,916 |
|
|
209,976 |
|
|
152,930 |
|
|
166,875 |
|
Joint ventures(4) |
5,473 |
|
|
5,467 |
|
|
— |
|
|
— |
|
| Total Investments |
$ |
4,232,795 |
|
|
$ |
4,249,075 |
|
|
$ |
3,576,853 |
|
|
$ |
3,590,701 |
|
_______________
(1)Includes debt investment in Amergin AssetCo.
(2)Includes equity investment in LSI Financing.
(3)Includes equity investment in Amergin AssetCo and Fifth Season.
(4)Includes equity investment in Credit SLF. See below, within Note 4, for more information regarding Credit SLF.
Blue Owl Capital Corporation III
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, 2024 |
|
December 31, 2023 |
| Advertising and media |
3.8 |
% |
|
2.8 |
% |
| Aerospace and defense |
0.3 |
|
|
0.4 |
|
Asset based lending and fund finance(1) |
1.0 |
|
|
2.1 |
|
| Automotive services |
3.0 |
|
|
3.6 |
|
| Buildings and real estate |
3.3 |
|
|
3.7 |
|
| Business services |
6.8 |
|
|
6.4 |
|
| Chemicals |
3.7 |
|
|
2.2 |
|
| Consumer products |
2.9 |
|
|
3.2 |
|
| Containers and packaging |
3.3 |
|
|
3.7 |
|
| Distribution |
1.8 |
|
|
2.0 |
|
| Education |
0.3 |
|
|
0.6 |
|
| Energy equipment and services |
0.4 |
|
|
— |
|
| Financial services |
3.1 |
|
|
0.8 |
|
| Food and beverage |
5.3 |
|
|
4.8 |
|
| Healthcare equipment and services |
1.9 |
|
|
3.1 |
|
| Healthcare providers and services |
8.4 |
|
|
9.4 |
|
| Healthcare technology |
7.2 |
|
|
6.8 |
|
| Household products |
0.5 |
|
|
0.7 |
|
| Human resource support services |
2.9 |
|
|
3.4 |
|
| Infrastructure and environmental services |
0.8 |
|
|
0.0 |
|
Insurance(2) |
10.8 |
|
|
10.9 |
|
| Internet software and services |
13.2 |
|
|
14.6 |
|
Joint ventures(3) |
0.1 |
|
|
— |
|
| Leisure and entertainment |
2.5 |
|
|
1.9 |
|
| Manufacturing |
3.0 |
|
|
3.9 |
|
Pharmaceuticals(4) |
0.8 |
|
|
0.4 |
|
| Professional services |
3.3 |
|
|
2.9 |
|
| Specialty retail |
4.8 |
|
|
5.0 |
|
| Telecommunications |
0.8 |
|
|
0.4 |
|
| Transportation |
— |
|
|
0.3 |
|
| Total |
100.0 |
% |
|
100.0 |
% |
_______________
(1)Includes debt and equity investment in Amergin AssetCo.
(2)Includes equity investment in Fifth Season.
(3)Includes equity investment in Credit SLF. See below, within Note 4, for more information regarding Credit SLF.
(4)Includes equity investment in LSI Financing.
Blue Owl Capital Corporation III
Notes to Consolidated Financial Statements (Unaudited) - Continued
The table below presents the geographic composition of investments based on fair value as of the following periods:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2024 |
|
December 31, 2023 |
|
| United States: |
|
|
|
|
| Midwest |
25.0 |
% |
|
25.0 |
% |
|
| Northeast |
15.1 |
|
|
15.5 |
|
|
| South |
31.9 |
|
|
29.6 |
|
|
| West |
20.9 |
|
|
23.2 |
|
|
| International |
7.1 |
|
|
6.7 |
|
|
| Total |
100.0 |
% |
|
100.0 |
% |
|
Blue Owl Credit SLF LLC
On May 6, 2024 Credit SLF, a Delaware limited liability company, was formed as a joint venture between the Company, Blue Owl Capital Corporation, Blue Owl Capital Corporation II, Blue Owl Credit Income Corp., Blue Owl Technology Finance Corp., Blue Owl Technology Finance Corp. II, Blue Owl Technology Income Corp., and State Teachers Retirement System of Ohio (“OSTRS”) (each, a “Credit SLF Member” and collectively, the “Credit SLF Members”). The Credit SLF Members co-manage Credit SLF. Credit SLF’s principal purpose is to make investments in senior secured loans to middle-market companies, broadly syndicated loans and senior and subordinated notes issued by collateralized loan obligations. Credit SLF is managed by a board consisting of an equal number of representatives appointed by each Credit SLF Member and which acts unanimously. Investment decisions must be approved by Credit SLF’s board. The Company’s investment in Credit SLF is a co-investment made with its affiliates in accordance with the terms of the Order that it received from the SEC. The Company does not consolidate its non-controlling interest in Credit SLF. Credit SLF’s investments at fair value are determined in accordance with FASB ASC 820, as amended; however, such fair value is not included in the Company's valuation process.
As of September 30, 2024, the capital commitment and economic ownership of each Credit SLF Member is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Members |
|
|
|
Capital Commitment |
|
Economic ownership interest |
| ($ in thousands) |
|
|
|
|
|
|
| Blue Owl Capital Corporation |
|
|
|
$ |
24,500 |
|
|
42.8 |
% |
| Blue Owl Capital Corporation II |
|
|
|
500 |
|
|
0.9 |
% |
| Blue Owl Capital Corporation III |
|
|
|
6,250 |
|
|
10.9 |
% |
| Blue Owl Credit Income Corp. |
|
|
|
11,250 |
|
|
19.7 |
% |
| Blue Owl Technology Finance Corp. |
|
|
|
2,500 |
|
|
4.4 |
% |
| Blue Owl Technology Finance Corp. II |
|
|
|
2,500 |
|
|
4.4 |
% |
| Blue Owl Technology Income Corp. |
|
|
|
2,500 |
|
|
4.4 |
% |
| State Teachers Retirement System of Ohio |
|
|
|
7,143 |
|
|
12.5 |
% |
| Total |
|
|
|
$ |
57,143 |
|
|
100.0 |
% |
The table below sets forth Credit SLF's consolidated financial data (unaudited) as of and for the following periods:
Blue Owl Capital Corporation III
Notes to Consolidated Financial Statements (Unaudited) - Continued
|
|
|
|
|
|
|
|
|
|
|
|
|
As of |
|
|
| ($ in thousands) |
|
September 30, 2024 |
|
|
| Consolidated Balance Sheet Data |
|
|
|
|
| Cash |
|
$ |
16,174 |
|
|
|
| Investments at fair value |
|
$ |
150,220 |
|
|
|
| Total Assets |
|
$ |
166,462 |
|
|
|
| Total Debt (net of unamortized debt issuance costs) |
|
$ |
31,326 |
|
|
|
| Total Liabilities |
|
$ |
116,474 |
|
|
|
| Total Credit SLF Members' Equity |
|
$ |
49,988 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended September 30, |
|
|
|
For the Nine Months Ended September 30, |
| ($ in thousands) |
|
2024(1) |
|
|
|
2024(1) |
|
|
| Consolidated Statement of Operations Data |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Investment income |
|
$ |
556 |
|
|
|
|
$ |
556 |
|
|
|
|
|
|
|
|
|
|
|
|
| Net operating expenses |
|
602 |
|
|
|
|
672 |
|
|
|
| Net investment income (loss) |
|
$ |
(46) |
|
|
|
|
$ |
(116) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net realized and unrealized gain (loss) |
|
104 |
|
|
|
|
104 |
|
|
|
| Net increase (decrease) in Credit SLF Members' Equity resulting from operations |
|
$ |
58 |
|
|
|
|
$ |
(12) |
|
|
|
_______________
(1)Credit SLF commenced operations on May 6, 2024.
Note 5. 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% after such borrowing. As of September 30, 2024 and December 31, 2023, the Company’s asset coverage was 176% and 206%, respectively.
Debt obligations consisted of the following as of the following periods:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2024 |
| ($ in thousands) |
Aggregate Principal Committed |
|
Outstanding Principal |
|
Amount Available(1) |
|
Unamortized Debt Issuance Costs |
|
Net Carrying Value |
Revolving Credit Facility(2) |
$ |
600,000 |
|
|
$ |
295,580 |
|
|
$ |
304,420 |
|
|
$ |
(7,186) |
|
|
$ |
288,394 |
|
| SPV Asset Facility I |
$ |
525,000 |
|
|
$ |
525,000 |
|
|
$ |
— |
|
|
$ |
(5,597) |
|
|
$ |
519,403 |
|
| SPV Asset Facility II |
$ |
350,000 |
|
|
$ |
350,000 |
|
|
$ |
— |
|
|
$ |
(1,212) |
|
|
$ |
348,788 |
|
| SPV Asset Facility III |
$ |
300,000 |
|
|
$ |
220,000 |
|
|
$ |
63,163 |
|
|
$ |
(2,223) |
|
|
$ |
217,777 |
|
| CLO XIV |
$ |
260,000 |
|
|
$ |
260,000 |
|
|
$ |
— |
|
|
$ |
(1,780) |
|
|
$ |
258,220 |
|
| 2027 Notes |
$ |
325,000 |
|
|
$ |
325,000 |
|
|
$ |
— |
|
|
$ |
(2,102) |
|
|
$ |
322,898 |
|
| July 2025 Notes |
$ |
142,000 |
|
|
$ |
142,000 |
|
|
$ |
— |
|
|
$ |
(441) |
|
|
$ |
141,559 |
|
| July 2027 Notes |
$ |
250,000 |
|
|
$ |
250,000 |
|
|
$ |
— |
|
|
$ |
(2,023) |
|
|
$ |
247,977 |
|
| Series 2023A Notes |
$ |
100,000 |
|
|
$ |
100,000 |
|
|
$ |
— |
|
|
$ |
(864) |
|
|
$ |
99,136 |
|
| Total Debt |
$ |
2,852,000 |
|
|
$ |
2,467,580 |
|
|
$ |
367,583 |
|
|
$ |
(23,428) |
|
|
$ |
2,444,152 |
|
________________
(1)The amount available reflects any limitations related to each credit facility's borrowing base.
(2)Net Carrying Value includes the unrealized translation gain (loss) on borrowings denominated in foreign currencies.
Blue Owl Capital Corporation III
Notes to Consolidated Financial Statements (Unaudited) - Continued
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2023 |
| ($ in thousands) |
Aggregate Principal Committed |
|
Outstanding Principal |
|
Amount Available(1) |
|
Unamortized Debt Issuance Costs |
|
Net Carrying Value |
Revolving Credit Facility(2) |
$ |
575,000 |
|
|
$ |
118,119 |
|
|
$ |
456,881 |
|
|
$ |
(8,188) |
|
|
$ |
109,931 |
|
| SPV Asset Facility I |
$ |
525,000 |
|
|
$ |
265,000 |
|
|
$ |
141,856 |
|
|
$ |
(6,768) |
|
|
$ |
258,232 |
|
| SPV Asset Facility II |
$ |
350,000 |
|
|
$ |
320,000 |
|
|
$ |
13,558 |
|
|
$ |
(1,633) |
|
|
$ |
318,367 |
|
| CLO XIV |
$ |
260,000 |
|
|
$ |
260,000 |
|
|
$ |
— |
|
|
$ |
(1,900) |
|
|
$ |
258,100 |
|
| 2027 Notes |
$ |
325,000 |
|
|
$ |
325,000 |
|
|
$ |
— |
|
|
$ |
(2,698) |
|
|
$ |
322,302 |
|
| July 2025 Notes |
$ |
142,000 |
|
|
$ |
142,000 |
|
|
$ |
— |
|
|
$ |
(851) |
|
|
$ |
141,149 |
|
| July 2027 Notes |
$ |
250,000 |
|
|
$ |
250,000 |
|
|
$ |
— |
|
|
$ |
(2,548) |
|
|
$ |
247,452 |
|
| Series 2023A Notes |
$ |
100,000 |
|
|
$ |
100,000 |
|
|
$ |
— |
|
|
$ |
(1,037) |
|
|
$ |
98,963 |
|
| Total Debt |
$ |
2,527,000 |
|
|
$ |
1,780,119 |
|
|
$ |
612,295 |
|
|
$ |
(25,623) |
|
|
$ |
1,754,496 |
|
________________
(1)The amount available reflects any limitations related to each credit facility's borrowing base.
(2)Includes the unrealized translation gain (loss) on borrowings denominated in foreign currencies.
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) |
2024 |
|
2023 |
|
2024 |
|
2023 |
|
|
| Interest expense |
$ |
46,577 |
|
|
$ |
29,668 |
|
|
$ |
121,566 |
|
|
$ |
85,204 |
|
|
|
| Amortization of debt issuance costs |
1,913 |
|
|
1,436 |
|
|
5,409 |
|
|
4,152 |
|
|
|
| Total Interest Expense |
$ |
48,490 |
|
|
$ |
31,104 |
|
|
$ |
126,975 |
|
|
$ |
89,356 |
|
|
|
| Average interest rate |
7.1 |
% |
|
6.8 |
% |
|
7.1 |
% |
|
6.6 |
% |
|
|
| Average daily borrowings |
$ |
2,576,811 |
|
|
$ |
1,707,803 |
|
|
$ |
2,261,346 |
|
|
$ |
1,713,355 |
|
|
|
Description of Facilities
Credit Facilities
Revolving Credit Facility
On December 14, 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 September 10, 2021. The parties to the Revolving Credit Facility include the Company, as Borrower, the lenders from time to time parties thereto and JPMorgan Chase Bank, N.A. as Administrative Agent. On December 21, 2023 (the “Revolving Credit Facility First Amendment Date”), the parties to the Revolving Credit Facility entered into an amendment to, among other things, extend the availability period and maturity date, convert a portion of the then-existing revolver availability into term loan availability and reduce the credit adjustment spread to 0.10% for all U.S. dollar-denominated Loan tenors. The following describes the terms of the Revolving Credit Facility amended through February 29, 2024.
The Revolving Credit Facility is guaranteed by certain subsidiaries of the Company in existence on the Revolving Credit Facility First Amendment date, and will be guaranteed by certain subsidiaries of the Company that are formed or acquired by the Company thereafter (collectively, the “Guarantors”). Proceeds of the Revolving Credit Facility may be used for general corporate purposes, including the funding of portfolio investments.
As of February 29, 2024, the Revolving Credit Facility provides for (a) a term loan in a principal amount of the $75.0 million (which term loan amount was increased from $50.0 million to $75.0 million February 29, 2024) and (b) subject to availability under the borrowing base, which is based on the Company’s portfolio investments and other outstanding indebtedness, a revolving credit facility in a principal amount of up to $525.0 million (the aggregate outstanding term loans and revolving credit facility commitments under the Revolving Credit Facility increased from $575.0 million to $600.0 million on February 29, 2024).
Blue Owl Capital Corporation III
Notes to Consolidated Financial Statements (Unaudited) - Continued
The amount available for borrowing under the Revolving Credit Facility is reduced by any outstanding letters of credit issued through the Revolving Credit Facility. Maximum capacity under the Revolving Credit Facility may be increased to $1.10 billion through the exercise by the Company of an uncommitted accordion feature through which existing and new lenders may, at their option, agree to provide additional financing. The Revolving Credit Facility 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 and includes a $100.0 million limit for swingline loans.
As of the Revolving Credit Facility First Amendment Date, the availability period with respect to the revolving credit facility under the Revolving Credit Facility will terminate on December 21, 2027 (the “Revolving Credit Facility Commitment Termination Date”) and the Revolving Credit Facility will mature on December 21, 2028 (the “Revolving Credit Facility Maturity Date”). During the period from the Revolving Credit Facility Commitment Termination Date to the 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 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 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 daily 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 liquidity 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.
Subscription Credit Facility
On August 12, 2020 (the “Closing Date”), the Company entered into a revolving credit facility (the “Subscription Credit Facility”) with State Street Bank and Trust Company (“State Street”) as administrative agent (the “Administrative Agent”), and State Street and PNC Bank, National Association (“PNC”), as lenders.
The Subscription Credit Facility permitted the Company to borrow up to $550 million, subject to availability under the borrowing base, which was based on unused capital commitments. Effective November 12, 2021, the outstanding balance on the Subscription Credit Facility was paid in full and the facility was terminated pursuant to its terms.
Borrowings under the Subscription Credit Facility bore interest, at the Company's election at the time of drawdown, at a rate per annum equal to (i) in the case of LIBOR rate loans, an adjusted LIBOR rate for the applicable interest period plus 2.00% or (ii) in the case of reference rate loans, the greatest of (A) a prime rate plus 1.00%, (B) the federal funds rate plus 1.50%, and (C) one-month LIBOR plus 1.00%. Loans were able to be converted from one rate to another at any time at the Company's election, subject to certain conditions. The Company predominantly borrowed utilizing LIBOR loans, generally electing one-month LIBOR upon borrowing. The Company also paid an unused commitment fee of 0.25% per annum on the unused commitments.
SPV Asset Facilities
SPV Asset Facility I
On July 29, 2021 (the “SPV Asset Facility I Closing Date”), ORCC III Financing LLC (“ORCC III Financing”), a Delaware limited liability company and newly formed subsidiary of the Company entered into a credit agreement (as amended through the date hereof, the “SPV Asset Facility I”), with ORCC III Financing, as borrower, the Company, as equityholder, the Adviser, as collateral manager, the lenders from time to time parties thereto, Société Générale, as agent, State Street Bank and Trust Company, as collateral agent, collateral administrator and custodian, and Alter Domus (US) LLC as collateral custodian.
Blue Owl Capital Corporation III
Notes to Consolidated Financial Statements (Unaudited) - Continued
The parties to the SPV Asset Facility I have entered into various amendments, including to admit new lenders, increase the maximum principal amount available under the facility, add a swingline commitment to 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 I amended through June 28, 2024 (the “SPV Asset Facility I Fifth Amendment Date”).
From time to time, the Company expects to sell and contribute certain investments to ORCC III Financing pursuant to a Sale and Contribution Agreement by and between the Company and ORCC III Financing. No gain or loss will be recognized as a result of the contribution. Proceeds from the SPV Asset Facility I will be used to finance the origination and acquisition of eligible assets by ORCC III Financing, including the purchase of such assets from the Company. The Company retains a residual interest in assets contributed to or acquired by ORCC III Financing through its ownership of ORCC III Financing. The maximum principal amount of the SPV Asset Facility I is $525.0 million (decreased from $625.0 million on December 8, 2023), which can be drawn in multiple currencies subject to certain conditions; the availability of this amount is subject to the borrowing base, which is determined on the basis of the value and types of ORCC III Financing’s assets from time to time, and satisfaction of certain conditions, including certain concentration limits. The SPV Asset Facility I includes a $100.0 million sub-limit for swingline loans.
The SPV Asset Facility I provides for the ability to (1) draw term loans and (2) draw and redraw revolving loans under the SPV Asset Facility I through March 16, 2026, unless the commitments are terminated sooner as provided in the SPV Asset Facility I (the “SPV Asset Facility I Commitment Termination Date”). Unless otherwise terminated, the SPV Asset Facility I will mature on March 15, 2028 (the “SPV Asset Facility I Stated Maturity”). Prior to the SPV Asset Facility I Stated Maturity, proceeds received by ORCC III Financing 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 I Stated Maturity, ORCC III Financing 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.
Amounts drawn in U.S. dollars bear interest at SOFR plus a spread of 2.70%; amounts drawn in Canadian dollars bear interest at Term CORRA plus a spread of 2.70%; amounts drawn in Euros bear interest at EURIBOR plus a spread of 2.70%; and amounts drawn in British pounds bear interest either at SONIA plus a spread of 2.6693% or at an alternate base rate plus a spread of 2.70%. From the SPV Asset Facility I Closing Date to the SPV Asset Facility I Commitment Termination Date, there is a commitment fee, calculated on a daily basis, ranging from 0.00% to 1.00% on the undrawn amount under the SPV Asset Facility I. The SPV Asset Facility I contains customary covenants, including certain limitations on the activities of ORCC III Financing, including limitations on incurrence of incremental indebtedness, and customary events of default. The SPV Asset Facility I is secured by a perfected first priority security interest in the assets of ORCC III Financing and on any payments received by ORCC III Financing in respect of those assets. Assets pledged to the lenders under the SPV Asset Facility I will not be available to pay the debts of the Company.
Borrowings of ORCC III Financing are considered the Company’s borrowings for purposes of complying with the asset coverage requirements under the 1940 Act.
SPV Asset Facility II
On December 2, 2021 (the “SPV Asset Facility II Closing Date”), ORCC III Financing II LLC (“ORCC III Financing II”), a Delaware limited liability company and newly formed subsidiary of the Company entered into a loan financing and servicing agreement (the “SPV Asset Facility II”), with ORCC III Financing II, as borrower, the Company, as equityholder and services provider, the lenders from time to time parties thereto, Deutsche Bank AG, New York Branch, as facility agent, State Street Bank and Trust Company, as collateral agent and Alter Domus (US) LLC, as collateral custodian. The parties to the SPV Asset Facility II have entered an amendment which converted the benchmark rate of the facility from LIBOR to term SOFR and added an additional lender and reallocated lender commitments. The following describes the terms of SPV Asset Facility II amended through February 18, 2022 (the “SPV Asset Facility II First Amendment Date”).
From time to time, the Company expects to sell and contribute certain loan assets to ORCC III Financing II pursuant to a Sale and Contribution Agreement by and between the Company and ORCC III 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 III Financing II, including the purchase of such assets from the Company.
Blue Owl Capital Corporation III
Notes to Consolidated Financial Statements (Unaudited) - Continued
The Company retains a residual interest in assets contributed to or acquired by ORCC III Financing II through our ownership of ORCC III Financing II. The maximum principal amount of the SPV Asset Facility II is $350.0 million; the availability of this amount is subject to a borrowing base test, which is based on the value of ORCC III Financing II’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 II provides for the ability to borrow, reborrow, repay and prepay advances under the SPV Asset Facility II for a period of up to three years after the SPV Asset Facility II Closing Date unless such period is extended or accelerated under the terms of the SPV Asset Facility II (the “SPV Asset Facility II Revolving Period”). Unless otherwise extended, accelerated or terminated under the terms of the SPV Asset Facility II, the SPV Asset Facility II will mature on the date that is two years after the last day of the SPV Asset Facility II Revolving Period (the “SPV Asset Facility II Termination Date”). Prior to the SPV Asset Facility II Termination Date, proceeds received by ORCC III Financing II from principal and interest, dividends, or fees on assets must be used to pay fees, expenses and interest on outstanding advances, and the excess may be returned to the Company, subject to certain conditions. On the SPV Asset Facility II Termination Date, ORCC III Financing II must pay in full all outstanding fees and expenses and all principal and interest on outstanding advances, and the excess may be returned to the Company.
Amounts drawn bear interest at SOFR (or, in the case of certain lenders that are commercial paper conduits, the lower of (a) their cost of funds and (b) SOFR, such SOFR not to be lower than zero) plus a spread equal to 1.95% per annum, which spread will increase (a) on and after the end of the SPV Asset Facility II Revolving Period by 0.15% per annum if no event of default has occurred and (b) by 2.00% per annum upon the occurrence of an event of default (such spread, the “Applicable Margin”). SOFR may be replaced as a base rate under certain circumstances. During the SPV Asset Facility II Revolving Period, ORCC III Financing II will pay an undrawn fee ranging from 0.00% to 0.25% per annum on the undrawn amount, if any, of the revolving commitments in the SPV Asset Facility II. During the SPV Asset Facility II Revolving Period, if the undrawn commitments are in excess of a certain portion (initially 12.5% and increasing in stages to 25%, 50% and 70%) of the total commitments under the SPV Asset Facility II, ORCC III Financing II will also pay 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. ORCC III Financing II will also pay Deutsche Bank AG, New York Branch, certain fees (and reimburse certain expenses) in connection with its role as facility agent. The SPV Asset Facility II contains customary covenants, including certain financial maintenance covenants, limitations on the activities of ORCC III 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 III Financing II and on any payments received by ORCC III Financing II in respect of those assets. Assets pledged to the lenders will not be available to pay the debts of the Company.
Borrowings of ORCC III Financing II are considered the Company’s borrowings for purposes of complying with the asset coverage requirements under the 1940 Act.
SPV Asset Facility III
On March 20, 2024 (the “SPV Asset Facility III Closing Date”), OBDC III Financing III LLC (“OBDC III Financing III”), a Delaware limited liability company and newly formed subsidiary of the Company, entered into a Credit Agreement (the “SPV Asset Facility III”), with OBDC III Financing III, as borrower, the Adviser, as servicer, the lenders from time to time parties thereto, Bank of America, N.A., as administrative agent, State Street Bank and Trust Company, as collateral agent, and Alter Domus (US) LLC, as collateral custodian.
From time to time, the Company expects to sell and contribute certain investments to OBDC III Financing III pursuant to a Sale and Contribution Agreement, dated as of the SPV Asset Facility III Closing Date, by and between the Company and OBDC III Financing III. No gain or loss will be recognized as a result of the contribution. Proceeds from the SPV Asset Facility III will be used to finance the origination and acquisition of eligible assets by OBDC III Financing III, including the purchase of such assets from the Company. The Company retains a residual interest in assets contributed to or acquired by OBDC III Financing III through the Company’s ownership of OBDC III Financing III. The maximum principal amount of the SPV Asset Facility III is $300.0 million, which can be drawn in multiple currencies subject to certain conditions; the availability of this amount is subject to the borrowing base, which is determined on the basis of the value and types of OBDC III Financing III’s assets from time to time, and satisfaction of certain conditions, including certain portfolio criteria.
The SPV Asset Facility III provides for the ability to draw and redraw revolving loans under the SPV Asset Facility III for a period of up to three years after the SPV Asset Facility III Closing Date unless the commitments are terminated sooner as provided in the SPV Asset Facility III (the “SPV Asset Facility III Availability Period”). Unless otherwise terminated, the SPV Asset Facility III will mature on March 20, 2029 (the “SPV Asset Facility III Maturity Date”). To the extent the commitments are terminated or permanently reduced during the first two years following the SPV Asset Facility III Closing Date, OBDC III Financing III may owe a prepayment penalty.
Blue Owl Capital Corporation III
Notes to Consolidated Financial Statements (Unaudited) - Continued
Prior to the SPV Asset Facility III Maturity Date, proceeds received by OBDC III Financing III 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 III Maturity Date, OBDC III Financing III 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.
Amounts drawn in U.S. dollars are benchmarked to Daily SOFR, amounts drawn in British pounds are benchmarked to SONIA plus an adjustment of 0.11930%, amounts drawn in Canadian dollars are benchmarked to Daily Simple CORRA plus an adjustment of 0.29547%, and amounts drawn in Euros are benchmarked to EURIBOR, and in each case plus a spread equal to the Applicable Rate. The “Applicable Rate” ranges from 1.75% to 2.50% depending on the composition of the collateral. The SPV Asset Facility III also allows for amounts drawn in U.S. dollars to bear interest at an alternate base rate without a spread.
During the SPV Asset Facility III Availability Period, there is a commitment fee subject to minimum utilization, calculated on a daily basis, ranging from 0.25% to 1.25% on the undrawn amount under the Secured Credit Facility. The SPV Asset Facility III contains customary covenants, including certain limitations on the activities of OBDC III Financing III, including limitations on incurrence of incremental indebtedness, and customary events of default. The SPV Asset Facility III is secured by a perfected first priority security interest in the assets of OBDC III Financing III and on any payments received by OBDC III Financing III in respect of those assets. Assets pledged to the lenders under the SPV Asset Facility III will not be available to pay the debts of the Company.
Borrowings of OBDC III Financing III are considered the Company’s borrowings for purposes of complying with the asset coverage requirements under the 1940 Act.
Debt Securitization Transactions
CLO XIV
On November 21, 2023 (the “CLO XIV Closing Date”), the Company completed a $397.3 million term debt securitization transaction (the “CLO XIV 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 XIV Transaction and the secured loan borrowed in the CLO XIV Transaction were issued and incurred, as applicable, by the Company’s consolidated subsidiary Blue Owl CLO XIV, LLC, a limited liability organized under the laws of the State of Delaware (the “CLO XIV 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 XIV Issuer.
The CLO XIV 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 Closing Date (the “CLO XIV Indenture”), by and among the CLO XIV Issuer and State Street Bank and Trust Company: (i) $203.0 million of AAA(sf) Class A Notes, which bear interest at three-month term SOFR plus 2.40% and (ii) $32.0 million of AA(sf) Class B Notes, which bear interest at three-month term SOFR plus 3.25% (together, the “CLO XIV Secured Notes”) and (B) the borrowing by the CLO XIV Issuer of $25.0 million under floating rate Class A-L loans (the “CLO XIV Class A-L Loans” and together with the CLO XIV Secured Notes, the “CLO XIV Debt”). The CLO XIV Class A-L Loans bear interest at three-month term SOFR plus 2.40%. The CLO XIV Class A-L Loans were borrowed under a credit agreement (the “CLO XIV Class A-L Credit Agreement”), dated as of the CLO XIV Closing Date, by and among the CLO XIV Issuer, as borrower, various financial institutions, as lenders, and State Street Bank and Trust Company, as collateral trustee and loan agent. The CLO XIV Debt is secured by middle-market loans, participation interests in middle-market loans and other assets of the CLO XIV Issuer. The CLO XIV Debt is scheduled to mature on the Payment Date (as defined in the CLO XIV Indenture) in October, 2035. The CLO XIV Secured Notes were privately placed by SG Americas Securities, LLC as Initial Purchaser.
Concurrently with the issuance of the CLO XIV Secured Notes and the borrowing under the CLO XIV Class A-L Loans, the CLO XIV Issuer issued approximately $137.3 million of subordinated securities in the form of 137,300 preferred shares at an issue price of U.S.$1,000 per share (the “CLO XIV Preferred Shares”). The CLO XIV Preferred Shares were issued by the CLO XIV Issuer as part of its issued share capital and are not secured by the collateral securing the CLO XIV Debt. The Company purchased all of the CLO XIV Preferred Shares. The Company acts as retention holder in connection with the CLO XIV 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 XIV Preferred Shares.
Blue Owl Capital Corporation III
Notes to Consolidated Financial Statements (Unaudited) - Continued
As part of the CLO XIV Transaction, the Company entered into a loan sale agreement with the CLO XIV Issuer dated as of the CLO XIV Closing Date (the “CLO XIV OBDC III Loan Sale Agreement”), which provided for the contribution of approximately $167.3 million funded par amount of middle-market loans from the Company to the CLO XIV Issuer on the CLO XIV Closing Date and for future sales from the Company to the CLO XIV Issuer on an ongoing basis. Such loans constituted part of the initial portfolio of assets securing the CLO XIV Debt. The remainder of the initial portfolio assets securing the CLO XIV Debt consisted of approximately $204.0 million funded par amount of middle-market loans purchased by the CLO XIV Issuer from ORCC III Financing LLC, a wholly-owned subsidiary of the Company, under an additional loan sale agreement executed on the CLO XIV Closing Date between the CLO XIV Issuer and ORCC III Financing LLC (the “CLO XIV ORCC III Financing Loan Sale Agreement”). The Company and ORCC III Financing LLC each made customary representations, warranties, and covenants to the CLO XIV Issuer under the applicable loan sale agreement. No gain or loss was recognized as a result of these sales or contributions.
Through October 20, 2027, a portion of the proceeds received by the CLO XIV Issuer from the loans securing the CLO XIV Secured Notes may be used by the CLO XIV Issuer to purchase additional middle-market loans under the direction of the Adviser, in its capacity as collateral manager for the CLO XIV Issuer and in accordance with the Company’s investing strategy and ability to originate eligible middle-market loans.
The CLO XIV Debt is the secured obligation of the CLO XIV Issuer, and the CLO XIV Indenture and CLO XIV Class A-L Credit Agreement each includes customary covenants and events of default. The CLO XIV 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 XIV Issuer under a collateral management agreement dated as of the CLO XIV 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, dated May 18, 2021, between the Adviser and the Company will be offset by the amount of the collateral management fee attributable to the CLO XIV Issuer’s equity or notes owned by the Company.
Unsecured Notes
2027 Notes
On October 13, 2021, the Company issued $325.0 million aggregate principal amount of notes that mature on April 13, 2027 (the notes initially issued on October 13, 2021, together with the registered notes issued in the exchange offer described below, the “2027 Notes”) in a private placement in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and for initial resale to qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A promulgated under the Securities Act. When initially issued, the 2027 Notes were not registered under the Securities Act and could not be offered or sold in the United States absent registration or an applicable exemption from registration.
The 2027 Notes were issued pursuant to an Indenture dated as of October 13, 2021 (the “Base Indenture”), between the Company and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as trustee (the “Trustee”), and a First Supplemental Indenture, dated as of October 13, 2021 (the “First Supplemental Indenture” and together with the Base Indenture, the “Indenture”), between the Company and the Trustee. The 2027 Notes will mature on April 13, 2027 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the Indenture. The 2027 Notes bear interest at a rate of 3.125% per year, payable semi-annually on April 13 and October 13 of each year, commencing on April 13, 2022. Concurrent with the issuance of the 2027 Notes, the Company entered into a Registration Rights Agreement (the “2027 Registration Rights Agreement”) for the benefit of the purchasers of the 2027 Notes. Pursuant to the terms of the 2027 Registration Rights Agreement, the Company filed a registration statement with the SEC and, on August 25, 2022, commenced an offer to exchange the notes initially issued on October 13, 2021 for newly registered notes with substantially similar terms, which expired on September 28, 2022 and was completed promptly thereafter.
The 2027 Notes are the Company's direct, general unsecured obligations and rank senior in right of payment to all of the Company's future indebtedness or other obligations that are expressly subordinated, or junior, in right of payment to the 2027 Notes. The 2027 Notes rank pari passu, or equal, in right of payment with all of the Company's existing and future indebtedness or other obligations that are not so subordinated, or junior. The 2027 Notes rank effectively subordinated, or junior, to any of the Company's existing and future secured indebtedness or other obligations (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness.
Blue Owl Capital Corporation III
Notes to Consolidated Financial Statements (Unaudited) - Continued
The 2027 Notes rank structurally subordinated, or junior, to all existing and future indebtedness and other obligations (including trade payables) incurred by the Company's subsidiaries, financing vehicles or similar facilities.
The Indenture contains certain covenants, including covenants requiring the Company to (i) comply with the asset coverage requirements of the Investment Company Act of 1940, as amended, whether or not it is subject to those requirements, and (ii) provide financial information to the holders of the 2027 Notes and the Trustee if the Company is no longer subject to the reporting requirements under the Securities Exchange Act of 1934, as amended. These covenants are subject to important limitations and exceptions that are described in the Indenture. In addition, if a change of control repurchase event, as defined in the Indenture, occurs prior to maturity, holders of the 2027 Notes will have the right, at their option, to require the Company to repurchase for cash some or all of the 2027 Notes at a repurchase price equal to 100% of the aggregate principal amount of the 2027 Notes being repurchased, plus accrued and unpaid interest to, but excluding, the repurchase date.
Series 2022A Notes
On July 21, 2022, the Company entered into a Master Note Purchase Agreement (the “Note Purchase Agreement”) governing the issuance of (i) $142.0 million in aggregate principal amount of Series 2022A Notes, Tranche A, due July 21, 2025, with a fixed interest rate of 7.50% per year (the “July 2025 Notes”) and (ii) $190.0 million in aggregate principal amount of Series 2022A Notes, Tranche B, due July 21, 2027, with a fixed interest rate of 7.58% per year (the “July 2027 Notes” and, together with the July 2025 Notes, the “Series 2022A Notes”), in each case, to qualified institutional investors in a private placement. The Series 2022A Notes are guaranteed by certain domestic subsidiaries of the Company.
Interest on the Series 2022A Notes will be due semiannually on January 21 and July 21 each year, beginning on January 21, 2023. The Series 2022A Notes may be redeemed in whole or in part at any time or from time to time at the Company’s option at par plus accrued interest to the prepayment date and, if applicable, a make-whole premium. In addition, the Company is obligated to offer to prepay the Series 2022A Notes at par plus accrued and unpaid interest up to, but excluding, the date of prepayment, if certain change in control events occur. The Series 2022A Notes are general unsecured obligations of the Company that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company.
The Note Purchase Agreement contains customary terms and conditions for senior 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, a minimum net worth of $800.0 million, and a minimum asset coverage ratio of 1.50 to 1.00.
In addition, in the event that a Below Investment Grade Event (as defined in the Note Purchase Agreement) occurs, the Series 2022A Notes will bear interest at a fixed rate per annum which is 1.00% above the stated rate of the Series 2022A Notes from the date of the occurrence of the Below Investment Grade Event to and until the date on which the Below Investment Grade Event is no longer continuing. In the event that a Secured Debt Ratio Event (as defined in the Note Purchase Agreement) occurs, the Series 2022A Notes will bear interest at a fixed rate per annum which is 1.50% above the stated rate of the Series 2022A Notes from the date of the occurrence of the Secured Debt Ratio Event to and until the date on which the Below Investment Grade Event is no longer continuing. In the event that both a Below Investment Grade Event and a Secured Debt Ratio Event have occurred and are continuing, the Series 2022A Notes will bear interest at a fixed rate per annum which is 2.00% above the stated rate of the Series 2022A Notes from the date of the occurrence of the later to occur of the Below Investment Grade Event and the Secured Debt Ratio Event to and until the date on which one of such events is no longer continuing.
The Note Purchase Agreement also contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, certain cross-defaults or cross-acceleration under other indebtedness of the Company, certain judgments and orders and certain events of bankruptcy.
Series 2022B Notes
On December 22, 2022, the Company entered into a First Supplement to the Note Purchase Agreement (the “First Supplement”) governing the issuance of $60.0 million in aggregate principal amount of Series 2022B Notes, due July 21, 2027, with a fixed interest rate of 7.58% per year (the “Series 2022B Notes”). Except as otherwise expressly set forth in the First Supplement, the terms of the Note Purchase Agreement that apply to the July 2027 Notes apply to the Series 2022B Notes, including, without limitation, the material terms described above.
Series 2023A Notes
Blue Owl Capital Corporation III
Notes to Consolidated Financial Statements (Unaudited) - Continued
On June 29, 2023, the Company entered into a Second Supplement to the Note Purchase Agreement (the “Second Supplement”) governing the issuance of $100.0 million in aggregate principal amount of Series 2023A Notes, due June 29, 2028, with a fixed interest rate of 8.10% per year (the “Series 2023A Notes”). Except as otherwise expressly set forth in the Second Supplement, the terms of the Note Purchase Agreement that apply to the July 2027 Notes apply to the Series 2023A Notes, including, without limitation, the material terms described above.
Promissory Note
On September 13, 2021, the Company, as borrower, entered into a Loan Agreement (the “FIC Agreement”) with Owl Rock Feeder FIC BDC III LLC (“Feeder FIC”), an affiliate of the Adviser, as lender, to enter into revolving promissory notes (the “Promissory Notes”) to borrow up to an aggregate of $250.0 million from Feeder FIC. On February 23, 2022, the Company entered into an amendment to the FIC Agreement to reduce the amount that could be borrowed pursuant to the Promissory Notes from $250.0 million to $150.0 million. Under the FIC Agreement, the Company could re-borrow any amount repaid; however, there was no funding commitment between Feeder FIC and the Company.
The interest rate on amounts borrowed pursuant to the Promissory Notes, prior to February 23, 2022, was based on the lesser of the rate of interest for an ABR Loan or a Eurodollar Loan under the credit agreement dated as of April 15, 2021, as amended or supplemented from time to time, by and among the Adviser, as borrower, the several lenders from time to time party thereto, MUFG Union Bank, N.A., as Collateral Agent and MUFG Bank, Ltd., as Administrative Agent.
The interest rate on amounts borrowed pursuant to the Promissory Notes after February 23, 2022 was based on the lesser of the rate of interest for a SOFR Loan or an ABR Loan under the Credit Agreement dated as of December 7, 2021, as amended or supplemented from time to time, by and among Blue Owl Finance LLC, as Borrower, Blue Owl Capital Holdings LP and Blue Owl Capital Carry LP as Parent Guarantors, the Subsidiary Guarantors party thereto, Bank of America, N.A., as Syndication Agent, JPMorgan Chase Bank, N.A., Wells Fargo Bank, National Association and Sumitomo Mitsui Banking Corporation, as Co-Documentation Agents and MUFG Bank, Ltd., as Administrative Agent.
The unpaid principal balance of any Promissory Note and accrued interest thereon was payable by the Company from time to time at the discretion of the Company but immediately due and payable upon 120 days written notice by Feeder FIC, and in any event due and payable in full no later than February 28, 2023. The Company intends to use the borrowed funds to make investments in portfolio companies consistent with its investment strategies.
On June 22, 2022, the Company and Feeder FIC entered into a Termination Agreement (the “Termination Agreement”) pursuant to which the FIC Agreement was terminated. Upon execution of the Termination Agreement, there were no amounts outstanding under the FIC Agreement or Promissory Notes.
Note 6. Fair Value of Investments
Investments
The tables below present the fair value hierarchy of cash and investments as of the following periods:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Hierarchy as of September 30, 2024 |
| ($ in thousands) |
Level 1 |
|
Level 2 |
|
Level 3 |
|
Total |
| Cash |
$ |
151,341 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
151,341 |
|
| Investments: |
|
|
|
|
|
|
|
First-lien senior secured debt investments(1) |
$ |
— |
|
|
$ |
81,617 |
|
|
$ |
3,522,834 |
|
|
$ |
3,604,451 |
|
| Second-lien senior secured debt investments |
— |
|
|
46,104 |
|
|
173,298 |
|
|
219,402 |
|
| Unsecured debt investments |
— |
|
|
— |
|
|
68,169 |
|
|
68,169 |
|
Preferred equity investments(2) |
— |
|
|
— |
|
|
141,610 |
|
|
141,610 |
|
Common equity investments(3) |
— |
|
|
— |
|
|
169,925 |
|
|
169,925 |
|
| Subtotal |
$ |
— |
|
|
$ |
127,721 |
|
|
$ |
4,075,836 |
|
|
$ |
4,203,557 |
|
Investments measured at Net Asset Value ("NAV")(4) |
— |
|
|
— |
|
|
— |
|
|
45,518 |
|
| Total Investments at fair value |
$ |
— |
|
|
$ |
127,721 |
|
|
$ |
4,075,836 |
|
|
$ |
4,249,075 |
|
_______________
(1)Includes debt investment in Amergin AssetCo.
(2)Includes equity investment in LSI Financing.
Blue Owl Capital Corporation III
Notes to Consolidated Financial Statements (Unaudited) - Continued
(3)Includes equity investment in Amergin AssetCo and Fifth Season.
(4)Includes equity investment in Credit SLF, which is measured at fair value using the net asset value per share (or its equivalent) practical expedient and has not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Consolidated Statements of Assets and Liabilities.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Hierarchy as of December 31, 2023 |
| ($ in thousands) |
Level 1 |
|
Level 2 |
|
Level 3 |
|
Total |
| Cash |
$ |
141,448 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
141,448 |
|
| Investments: |
|
|
|
|
|
|
|
First-lien senior secured debt investments(1) |
$ |
— |
|
|
$ |
17,279 |
|
|
$ |
2,724,884 |
|
|
$ |
2,742,163 |
|
| Second-lien senior secured debt investments |
— |
|
|
47,284 |
|
|
385,388 |
|
|
432,672 |
|
| Unsecured debt investments |
— |
|
|
254 |
|
|
62,041 |
|
|
62,295 |
|
Preferred equity investments(2) |
— |
|
|
— |
|
|
186,696 |
|
|
186,696 |
|
Common equity investments(3) |
— |
|
|
— |
|
|
166,875 |
|
|
166,875 |
|
| Total Investments at fair value |
$ |
— |
|
|
$ |
64,817 |
|
|
$ |
3,525,884 |
|
|
$ |
3,590,701 |
|
_______________
(1)Includes debt investment in Amergin AssetCo.
(2)Includes equity investment in LSI Financing.
(3)Includes equity investment in Amergin AssetCo and Fifth Season.
The tables below present 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, 2024 |
| ($ 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 |
$ |
3,363,885 |
|
|
$ |
187,360 |
|
|
$ |
64,741 |
|
|
$ |
155,856 |
|
|
$ |
155,154 |
|
|
$ |
3,926,996 |
|
| Purchases of investments, net |
336,457 |
|
|
— |
|
|
— |
|
|
3,070 |
|
|
4,890 |
|
|
344,417 |
|
| Payment-in-kind |
6,815 |
|
|
1,399 |
|
|
2,123 |
|
|
4,284 |
|
|
48 |
|
|
14,669 |
|
| Proceeds from investments, net |
(156,660) |
|
|
(6,619) |
|
|
— |
|
|
(22,485) |
|
|
(15) |
|
|
(185,779) |
|
| Net realized gains (losses) |
(11,376) |
|
|
— |
|
|
— |
|
|
1,049 |
|
|
— |
|
|
(10,327) |
|
| Net change in unrealized gain (loss) |
3,138 |
|
|
(3,118) |
|
|
1,291 |
|
|
(724) |
|
|
6,373 |
|
|
6,960 |
|
| Net amortization/accretion of premium/discount on investments |
3,949 |
|
|
158 |
|
|
14 |
|
|
560 |
|
|
— |
|
|
4,681 |
|
| Transfers between investment types |
(3,475) |
|
|
— |
|
|
— |
|
|
— |
|
|
3,475 |
|
|
— |
|
| Transfers into (out of) Level 3(1) |
(19,899) |
|
|
(5,882) |
|
|
— |
|
|
— |
|
|
— |
|
|
(25,781) |
|
| Fair value, end of period |
$ |
3,522,834 |
|
|
$ |
173,298 |
|
|
$ |
68,169 |
|
|
$ |
141,610 |
|
|
$ |
169,925 |
|
|
$ |
4,075,836 |
|
________________
Blue Owl Capital Corporation III
Notes to Consolidated Financial Statements (Unaudited) - Continued
(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, 2024, transfers into (out of) Level 3 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, 2024 |
| ($ 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 |
$ |
2,724,884 |
|
|
$ |
385,388 |
|
|
$ |
62,041 |
|
|
$ |
186,696 |
|
|
$ |
166,875 |
|
|
$ |
3,525,884 |
|
| Purchases of investments, net |
1,172,267 |
|
|
— |
|
|
— |
|
|
4,046 |
|
|
31,978 |
|
|
1,208,291 |
|
| Payment-in-kind |
19,877 |
|
|
3,185 |
|
|
6,075 |
|
|
13,482 |
|
|
137 |
|
|
42,756 |
|
| Proceeds from investments, net |
(374,360) |
|
|
(206,761) |
|
|
(43,942) |
|
|
(24,058) |
|
|
(3,604) |
|
|
(652,725) |
|
| Net realized gains (losses) |
(13,800) |
|
|
(202) |
|
|
(2,897) |
|
|
1,049 |
|
|
— |
|
|
(15,850) |
|
| Net change in unrealized gain (loss) |
(1,925) |
|
|
(5,035) |
|
|
3,426 |
|
|
(2,262) |
|
|
11,858 |
|
|
6,062 |
|
| Net amortization/accretion of premium/discount on investments |
11,561 |
|
|
2,580 |
|
|
166 |
|
|
1,566 |
|
|
— |
|
|
15,873 |
|
| Transfers between investment types |
(7,866) |
|
|
— |
|
|
43,300 |
|
|
(38,909) |
|
|
3,475 |
|
|
— |
|
Transfers into (out of) Level 3(1) |
(7,804) |
|
|
(5,857) |
|
|
— |
|
|
— |
|
|
(40,794) |
|
|
(54,455) |
|
| Fair value, end of period |
$ |
3,522,834 |
|
|
$ |
173,298 |
|
|
$ |
68,169 |
|
|
$ |
141,610 |
|
|
$ |
169,925 |
|
|
$ |
4,075,836 |
|
________________
(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, 2024, transfers into (out of) Level 3 were a result of changes in the observability of significant inputs for certain portfolio companies and an investment measured at net asset value which is no longer categorized within the fair value hierarchy.
Blue Owl Capital Corporation III
Notes to Consolidated Financial Statements (Unaudited) - Continued
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 investments |
|
Preferred equity investments |
|
Common equity investments |
|
Total |
| Fair value, beginning of period |
$ |
2,736,463 |
|
|
$ |
384,604 |
|
|
$ |
57,982 |
|
|
$ |
175,840 |
|
|
$ |
137,394 |
|
|
$ |
3,492,283 |
|
| Purchases of investments, net |
70,599 |
|
|
— |
|
|
— |
|
|
— |
|
|
15,870 |
|
|
86,469 |
|
| Payment-in-kind |
7,328 |
|
|
1,199 |
|
|
1,615 |
|
|
3,030 |
|
|
43 |
|
|
13,215 |
|
| Proceeds from investments, net |
(71,235) |
|
|
— |
|
|
— |
|
|
(4,675) |
|
|
— |
|
|
(75,910) |
|
| Net realized gains (losses) |
3 |
|
|
— |
|
|
— |
|
|
213 |
|
|
— |
|
|
216 |
|
| Net change in unrealized gain (loss) |
(679) |
|
|
587 |
|
|
(1,659) |
|
|
(316) |
|
|
1,901 |
|
|
(166) |
|
| Net amortization/accretion of premium/discount on investments |
3,022 |
|
|
124 |
|
|
29 |
|
|
224 |
|
|
— |
|
|
3,399 |
|
| Transfers between investment types |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Transfers into (out of) Level 3(1) |
— |
|
|
(7,256) |
|
|
— |
|
|
— |
|
|
— |
|
|
(7,256) |
|
| Fair value, end of period |
$ |
2,745,501 |
|
|
$ |
379,258 |
|
|
$ |
57,967 |
|
|
$ |
174,316 |
|
|
$ |
155,208 |
|
|
$ |
3,512,250 |
|
_____________
(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 in to (out of) Level 3 were a result of changes in the observability of significant inputs for certain portfolio companies.
Blue Owl Capital Corporation III
Notes to Consolidated Financial Statements (Unaudited) - Continued
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
$ |
2,716,860 |
|
|
$ |
398,660 |
|
|
$ |
52,181 |
|
|
$ |
144,978 |
|
|
$ |
117,667 |
|
|
$ |
3,430,346 |
|
| Purchases of investments, net |
171,314 |
|
|
— |
|
|
— |
|
|
21,104 |
|
|
27,187 |
|
|
219,605 |
|
| Payment-in-kind |
27,768 |
|
|
3,393 |
|
|
4,759 |
|
|
13,706 |
|
|
144 |
|
|
49,770 |
|
| Proceeds from investments, net |
(175,693) |
|
|
(7,200) |
|
|
(36) |
|
|
(5,706) |
|
|
(254) |
|
|
(188,889) |
|
| Net realized gains (losses) |
(11,462) |
|
|
— |
|
|
(4) |
|
|
213 |
|
|
— |
|
|
(11,253) |
|
| Net change in unrealized gain (loss) |
17,405 |
|
|
3,063 |
|
|
999 |
|
|
(400) |
|
|
3,418 |
|
|
24,485 |
|
| Net amortization/accretion of premium/discount on investments |
6,355 |
|
|
416 |
|
|
68 |
|
|
421 |
|
|
— |
|
|
7,260 |
|
| Transfers between investment types |
(7,046) |
|
|
— |
|
|
— |
|
|
— |
|
|
7,046 |
|
|
— |
|
Transfers into (out of) Level 3(1) |
— |
|
|
(19,074) |
|
|
— |
|
|
— |
|
|
— |
|
|
(19,074) |
|
| Fair value, end of period |
$ |
2,745,501 |
|
|
$ |
379,258 |
|
|
$ |
57,967 |
|
|
$ |
174,316 |
|
|
$ |
155,208 |
|
|
$ |
3,512,250 |
|
________________
(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 in to (out of) Level 3 were a result of changes in the observability of significant inputs for certain portfolio companies.
The table below presents information with respect to net change in unrealized gains (losses) 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:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ($ in thousands) |
Net change in unrealized gain (loss) for the three months ended September 30, 2024 on investments held at September 30, 2024 |
|
Net change in unrealized gain (loss) for the three months ended September 30, 2023 on investments held at September 30, 2023 |
|
|
| First-lien senior secured debt investments |
$ |
(6,954) |
|
|
$ |
(650) |
|
|
|
| Second-lien senior secured debt investments |
(3,013) |
|
|
587 |
|
|
|
| Unsecured debt investments |
1,291 |
|
|
(1,659) |
|
|
|
| Preferred equity investments |
809 |
|
|
(316) |
|
|
|
| Common equity investments |
6,373 |
|
|
1,901 |
|
|
|
| Total Investments |
$ |
(1,494) |
|
|
$ |
(137) |
|
|
|
Blue Owl Capital Corporation III
Notes to Consolidated Financial Statements (Unaudited) - Continued
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ($ in thousands) |
Net change in unrealized gain (loss) for the nine months ended September 30, 2024 on investments held at September 30, 2024 |
|
Net change in unrealized gain (loss) for the nine months ended September 30, 2023 on investments held at September 30, 2023 |
|
|
| First-lien senior secured debt investments |
$ |
1,095 |
|
|
$ |
5,892 |
|
|
|
| Second-lien senior secured debt investments |
(3,276) |
|
|
3,063 |
|
|
|
| Unsecured debt investments |
3,461 |
|
|
999 |
|
|
|
| Preferred equity investments |
320 |
|
|
(400) |
|
|
|
| Common equity investments |
11,858 |
|
|
3,422 |
|
|
|
| Total Investments |
$ |
13,458 |
|
|
$ |
12,976 |
|
|
|
The tables below 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.
Blue Owl Capital Corporation III
Notes to Consolidated Financial Statements (Unaudited) - Continued
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of September 30, 2024 |
| ($ in thousands) |
Fair Value |
|
Valuation Technique |
|
Unobservable Input |
|
Range (Weighted Average) |
|
Impact to Valuation from an Increase in Input |
| First-lien senior secured debt investments |
$ |
3,311,285 |
|
|
Yield Analysis |
|
Market Yield |
|
7.4% - 27.6% (10.3%) |
|
Decrease |
|
207,462 |
|
|
Recent Transaction |
|
Transaction Price |
|
98.1% - 100.0% (99.5%) |
|
Increase |
|
4,087 |
|
|
Collateral Analysis |
|
Recovery Rate |
|
38.5% |
|
Increase |
| Second-lien senior secured debt investments |
$ |
173,298 |
|
|
Yield Analysis |
|
Market Yield |
|
10.9% - 16.2% (14.6%) |
|
Decrease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Unsecured debt investments |
$ |
66,867 |
|
|
Yield Analysis |
|
Market Yield |
|
9.1% - 16.1% (13.7%) |
|
Decrease |
|
1,302 |
|
|
Market Approach |
|
EBITDA Multiple |
|
12.0x |
|
Increase |
| Preferred equity investments |
$ |
133,494 |
|
|
Yield Analysis |
|
Market Yield |
|
10.2% - 31.3% (15.4%) |
|
Decrease |
|
2,262 |
|
|
Recent Transaction |
|
Transaction Price |
|
100% |
|
Increase |
|
5,854 |
|
|
Market Approach |
|
EBITDA Multiple |
|
7.1x |
|
Increase |
| Common equity investments |
$ |
61,451 |
|
|
Market Approach |
|
EBITDA Multiple |
|
3.8x - 22.3x (15.5x) |
|
Increase |
|
13,328 |
|
|
Market Approach |
|
Revenue Multiple |
|
1.4x - 13.5x (8.9x) |
|
Increase |
|
28 |
|
|
Market Approach |
|
Gross Profit Multiple |
|
9.5x |
|
Increase |
|
79,219 |
|
|
Market Approach |
|
AUM Multiple |
|
1.1x |
|
Increase |
|
8,162 |
|
|
Market Approach |
|
N/A |
|
N/A |
|
N/A |
|
73 |
|
|
Option Pricing Model |
|
Volatility |
|
70.0% |
|
Increase |
|
3,638 |
|
|
Recent Transaction |
|
Transaction Price |
|
55.6% - 100.0% (98.0%) |
|
Increase |
|
2,418 |
|
|
Yield Analysis |
|
Market Yield |
|
8.3% |
|
Decrease |
|
1,608 |
|
|
Discounted Cash Flow Analysis |
|
Discount Rate |
|
20.0% |
|
Decrease |
Blue Owl Capital Corporation III
Notes to Consolidated Financial Statements (Unaudited) - Continued
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2023 |
| ($ in thousands) |
Fair Value |
|
Valuation Technique |
|
Unobservable Input |
|
Range (Weighted Average) |
|
Impact to Valuation from an Increase in Input |
| First-lien senior secured debt investments |
$ |
2,430,548 |
|
|
Yield Analysis |
|
Market Yield |
|
9.1% - 22.2% (12.2%) |
|
Decrease |
|
294,336 |
|
|
Recent Transaction |
|
Transaction Price |
|
97.0% - 99.8% (98.7%) |
|
Increase |
|
|
|
|
|
|
|
|
|
|
| Second-lien senior secured debt investments |
$ |
385,388 |
|
|
Yield Analysis |
|
Market Yield |
|
11.4% - 17.4% (14.3%) |
|
Decrease |
|
|
|
|
|
|
|
|
|
|
| Unsecured debt investments |
$ |
60,850 |
|
|
Yield Analysis |
|
Market Yield |
|
10.6% - 17.2% (12.3%) |
|
Decrease |
|
1,191 |
|
|
Market Approach |
|
EBITDA Multiple |
|
11.8x |
|
Increase |
|
|
|
|
|
|
|
|
|
|
| Preferred equity investments |
$ |
161,326 |
|
|
Yield Analysis |
|
Market Yield |
|
10.4% - 25.8% (15.4%) |
|
Decrease |
|
25,370 |
|
|
Recent Transaction |
|
Transaction Price |
|
98.0% - 107.5% (106.4%) |
|
Increase |
|
|
|
|
|
|
|
|
|
|
| Common equity investments |
$ |
88,622 |
|
|
Market Approach |
|
EBITDA Multiple |
|
6.0x - 20.3x (16.8x) |
|
Increase |
|
14,191 |
|
|
Market Approach |
|
Revenue Multiple |
|
1.9x - 14.7x (9.1x) |
|
Increase |
|
30 |
|
|
Market Approach |
|
Gross Profit Multiple |
|
9.9x |
|
Increase |
|
61,817 |
|
|
Recent Transaction |
|
Transaction Price |
|
100.0% |
|
Increase |
|
2,215 |
|
|
Yield Analysis |
|
Market Yield |
|
7.9% |
|
Decrease |
The Company typically determines the fair value of 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 financial performance multiples such as 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 are typically used.
Blue Owl Capital Corporation III
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, 2024 |
|
December 31, 2023 |
| ($ in thousands) |
Net Carrying
Value(1)
|
|
Deferred Financing Costs |
|
Fair Value |
|
Net Carrying
Value(1)
|
|
Deferred Financing Costs |
|
Fair Value |
|
|
|
|
|
|
|
|
|
|
|
|
| Revolving Credit Facility |
$ |
288,394 |
|
|
$ |
(7,186) |
|
|
$ |
288,394 |
|
|
$ |
109,931 |
|
|
$ |
(8,188) |
|
|
$ |
109,931 |
|
| SPV Asset Facility I |
519,403 |
|
|
(5,597) |
|
|
519,403 |
|
|
258,232 |
|
|
(6,768) |
|
|
258,232 |
|
| SPV Asset Facility II |
348,788 |
|
|
(1,212) |
|
|
348,788 |
|
|
318,367 |
|
|
(1,633) |
|
|
318,367 |
|
| SPV Asset Facility III |
217,777 |
|
|
(2,223) |
|
|
217,777 |
|
|
— |
|
|
— |
|
|
— |
|
| CLO XIV |
258,220 |
|
|
(1,780) |
|
|
258,220 |
|
|
258,100 |
|
|
(1,900) |
|
|
258,100 |
|
| 2027 Notes |
322,898 |
|
|
(2,102) |
|
|
307,125 |
|
|
322,302 |
|
|
(2,698) |
|
|
288,438 |
|
| July 2025 Notes |
141,559 |
|
|
(441) |
|
|
142,000 |
|
|
141,149 |
|
|
(851) |
|
|
143,420 |
|
| July 2027 Notes |
247,977 |
|
|
(2,023) |
|
|
250,000 |
|
|
247,452 |
|
|
(2,548) |
|
|
255,625 |
|
| Series 2023A Notes |
99,136 |
|
|
(864) |
|
|
100,000 |
|
|
98,963 |
|
|
(1,037) |
|
|
100,250 |
|
| Total Debt |
$ |
2,444,152 |
|
|
$ |
(23,428) |
|
|
$ |
2,431,707 |
|
|
$ |
1,754,496 |
|
|
$ |
(25,623) |
|
|
$ |
1,732,363 |
|
________________
(1)The carrying values are presented net of debt issuance costs.
The table below presents fair value measurements of the Company’s debt obligations as of the following periods:
|
|
|
|
|
|
|
|
|
|
|
|
| ($ in thousands) |
September 30, 2024 |
|
December 31, 2023 |
| Level 1 |
$ |
— |
|
|
$ |
— |
|
| Level 2 |
307,125 |
|
|
288,438 |
|
| Level 3 |
2,124,582 |
|
|
1,443,925 |
|
| Total Debt |
$ |
2,431,707 |
|
|
$ |
1,732,363 |
|
Financial Instruments Not Carried at Fair Value
As of September 30, 2024 and December 31, 2023, the carrying amounts of the Company’s other assets and liabilities approximate fair value due to their short maturities. These financial instruments would be categorized as Level 3 within the hierarchy.
Blue Owl Capital Corporation III
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. As of September 30, 2024 and December 31, 2023, the Company had the following outstanding commitments to fund investments in current portfolio companies:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Portfolio Company |
|
Investment |
|
September 30, 2024 |
|
December 31, 2023 |
| ($ in thousands) |
|
|
|
|
|
|
| AAM Series 2.1 Aviation Feeder, LLC |
|
LLC Interest |
|
$ |
6,864 |
|
|
$ |
51 |
|
| AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC |
|
LLC Interest |
|
10,210 |
|
|
887 |
|
| Aerosmith Bidco Limited (dba Audiotonix) |
|
First lien senior secured delayed draw term loan |
|
6,471 |
|
|
— |
|
| Aerosmith Bidco Limited (dba Audiotonix) |
|
First lien senior secured delayed draw term loan |
|
14,069 |
|
|
— |
|
| Aerosmith Bidco Limited (dba Audiotonix) |
|
First lien senior secured multi-currency revolving loan |
|
8,517 |
|
|
— |
|
| AI Titan Parent, Inc. (dba Prometheus Group) |
|
First lien senior secured delayed draw term loan |
|
1,358 |
|
|
— |
|
| AI Titan Parent, Inc. (dba Prometheus Group) |
|
First lien senior secured revolving loan |
|
849 |
|
|
— |
|
| Allied Benefit Systems Intermediate LLC |
|
First lien senior secured delayed draw term loan |
|
— |
|
|
928 |
|
| AmeriLife Holdings LLC |
|
First lien senior secured delayed draw term loan |
|
— |
|
|
305 |
|
| AmeriLife Holdings LLC |
|
First lien senior secured delayed draw term loan |
|
1,245 |
|
|
1,528 |
|
| AmeriLife Holdings LLC |
|
First lien senior secured revolving loan |
|
909 |
|
|
909 |
|
| Anaplan, Inc. |
|
First lien senior secured revolving loan |
|
1,944 |
|
|
1,944 |
|
| Apex Service Partners, LLC |
|
First lien senior secured delayed draw term loan |
|
— |
|
|
1,352 |
|
| Apex Service Partners, LLC |
|
First lien senior secured revolving loan |
|
301 |
|
|
533 |
|
| Aptean Acquiror, Inc. (dba Aptean) |
|
First lien senior secured delayed draw term loan |
|
1,985 |
|
|
— |
|
| Aptean Acquiror, Inc. (dba Aptean) |
|
First lien senior secured revolving loan |
|
1,456 |
|
|
— |
|
| Arctic Holdco, LLC (dba Novvia Group) |
|
First lien senior secured delayed draw term loan |
|
573 |
|
|
2,292 |
|
| Artifact Bidco, Inc. (dba Avetta) |
|
First lien senior secured delayed draw term loan |
|
711 |
|
|
— |
|
| Artifact Bidco, Inc. (dba Avetta) |
|
First lien senior secured revolving loan |
|
141 |
|
|
— |
|
| Artifact Bidco, Inc. (dba Avetta) |
|
First lien senior secured revolving loan |
|
367 |
|
|
— |
|
| Ascend Buyer, LLC (dba PPC Flexible Packaging) |
|
First lien senior secured revolving loan |
|
3,404 |
|
|
3,404 |
|
Blue Owl Capital Corporation III
Notes to Consolidated Financial Statements (Unaudited) - Continued
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Portfolio Company |
|
Investment |
|
September 30, 2024 |
|
December 31, 2023 |
| Associations, Inc. |
|
First lien senior secured delayed draw term loan |
|
7,380 |
|
|
3 |
|
| Associations, Inc. |
|
First lien senior secured revolving loan |
|
5,913 |
|
|
3,437 |
|
| Aurelia Netherlands Midco 2 B.V. |
|
First lien senior secured EUR delayed draw term loan |
|
— |
|
|
7,723 |
|
| Aurelia Netherlands Midco 2 B.V. |
|
First lien senior secured NOK delayed draw term loan |
|
— |
|
|
8,082 |
|
| Aurelia Netherlands Midco 2 B.V. |
|
First lien senior secured EUR revolving loan |
|
— |
|
|
858 |
|
| Avalara, Inc. |
|
First lien senior secured revolving loan |
|
2,727 |
|
|
2,727 |
|
| AWP Group Holdings, Inc. |
|
First lien senior secured delayed draw term loan |
|
81 |
|
|
153 |
|
| AWP Group Holdings, Inc. |
|
First lien senior secured revolving loan |
|
127 |
|
|
99 |
|
| Azurite Intermediate Holdings, Inc. (dba Alteryx, Inc.) |
|
First lien senior secured delayed draw term loan |
|
962 |
|
|
— |
|
| Azurite Intermediate Holdings, Inc. (dba Alteryx, Inc.) |
|
First lien senior secured revolving loan |
|
428 |
|
|
— |
|
| Baker Tilly Advisory Group, L.P. |
|
First lien senior secured delayed draw term loan |
|
2,792 |
|
|
— |
|
| Baker Tilly Advisory Group, L.P. |
|
First lien senior secured revolving loan |
|
3,912 |
|
|
— |
|
| Bamboo US BidCo LLC |
|
First lien senior secured delayed draw term loan |
|
199 |
|
|
358 |
|
| Bamboo US BidCo LLC |
|
First lien senior secured revolving loan |
|
513 |
|
|
513 |
|
| Bayshore Intermediate #2, L.P. (dba Boomi) |
|
First lien senior secured revolving loan |
|
1,593 |
|
|
1,275 |
|
| BCPE Osprey Buyer, Inc. (dba PartsSource) |
|
First lien senior secured delayed draw term loan |
|
10,036 |
|
|
12,143 |
|
| BCPE Osprey Buyer, Inc. (dba PartsSource) |
|
First lien senior secured revolving loan |
|
2,635 |
|
|
3,889 |
|
| BCTO BSI Buyer, Inc. (dba Buildertrend) |
|
First lien senior secured revolving loan |
|
1,527 |
|
|
1,527 |
|
| Belmont Buyer, Inc. (dba Valenz) |
|
First lien senior secured delayed draw term loan |
|
727 |
|
|
523 |
|
| Belmont Buyer, Inc. (dba Valenz) |
|
First lien senior secured revolving loan |
|
436 |
|
|
436 |
|
| Blast Bidco Inc. (dba Bazooka Candy Brands) |
|
First lien senior secured revolving loan |
|
993 |
|
|
993 |
|
| BP Veraison Buyer, LLC (dba Sun World) |
|
First lien senior secured revolving loan |
|
9,454 |
|
|
4,459 |
|
| BradyPLUS Holdings, LLC (f/k/a BradyIFS Holdings, LLC) |
|
First lien senior secured delayed draw term loan |
|
1,576 |
|
|
4,165 |
|
| BradyPLUS Holdings, LLC (f/k/a BradyIFS Holdings, LLC) |
|
First lien senior secured revolving loan |
|
— |
|
|
4,245 |
|
Blue Owl Capital Corporation III
Notes to Consolidated Financial Statements (Unaudited) - Continued
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Portfolio Company |
|
Investment |
|
September 30, 2024 |
|
December 31, 2023 |
| Brightway Holdings, LLC |
|
First lien senior secured revolving loan |
|
2,105 |
|
|
1,158 |
|
| Broadcast Music, Inc. |
|
First lien senior secured revolving loan |
|
3,461 |
|
|
— |
|
| Catalis Intermediate, Inc. (fka GovBrands Intermediate, Inc.) |
|
First lien senior secured revolving loan |
|
577 |
|
|
577 |
|
| CivicPlus, LLC |
|
First lien senior secured revolving loan |
|
1,035 |
|
|
683 |
|
| Coupa Holdings, LLC |
|
First lien senior secured delayed draw term loan |
|
70 |
|
|
70 |
|
| Coupa Holdings, LLC |
|
First lien senior secured revolving loan |
|
54 |
|
|
54 |
|
| Cresset Capital Management, LLC |
|
First lien senior secured delayed draw term loan |
|
3,806 |
|
|
— |
|
| Cresset Capital Management, LLC |
|
First lien senior secured delayed draw term loan |
|
2,239 |
|
|
— |
|
| Cresset Capital Management, LLC |
|
First lien senior secured revolving loan |
|
1,119 |
|
|
— |
|
| Crewline Buyer, Inc. (dba New Relic) |
|
First lien senior secured revolving loan |
|
3,807 |
|
|
3,807 |
|
| CT Technologies Intermediate Holdings, Inc. (& Smart Holdings Corp.) (dba Datavant) |
|
First lien senior secured delayed draw term loan |
|
1,533 |
|
|
— |
|
| CT Technologies Intermediate Holdings, Inc. (& Smart Holdings Corp.) (dba Datavant) |
|
First lien senior secured revolving loan |
|
3,831 |
|
|
— |
|
| DCG ACQUISITION CORP. (dba DuBois Chemical) |
|
First lien senior secured delayed draw term loan |
|
2,840 |
|
|
— |
|
| DCG ACQUISITION CORP. (dba DuBois Chemical) |
|
First lien senior secured revolving loan |
|
2,840 |
|
|
— |
|
| Denali Buyerco, LLC (dba Summit Companies) |
|
First lien senior secured revolving loan |
|
6,080 |
|
|
6,080 |
|
| Dresser Utility Solutions, LLC |
|
First lien senior secured delayed draw term loan |
|
1,642 |
|
|
— |
|
| Dresser Utility Solutions, LLC |
|
First lien senior secured revolving loan |
|
2,299 |
|
|
— |
|
| DuraServ LLC |
|
First lien senior secured delayed draw term loan |
|
8,088 |
|
|
— |
|
| DuraServ LLC |
|
First lien senior secured revolving loan |
|
4,345 |
|
|
— |
|
| Eagle Family Foods Group LLC |
|
First lien senior secured revolving loan |
|
99 |
|
|
— |
|
| EET Buyer, Inc. (dba e-Emphasys) |
|
First lien senior secured revolving loan |
|
1,955 |
|
|
1,564 |
|
| Endries Acquisition, Inc. |
|
First lien senior secured delayed draw term loan |
|
— |
|
|
4,630 |
|
| Endries Acquisition, Inc. |
|
First lien senior secured delayed draw term loan |
|
1,781 |
|
|
1,781 |
|
| Entertainment Benefits Group, LLC |
|
First lien senior secured revolving loan |
|
— |
|
|
80 |
|
Blue Owl Capital Corporation III
Notes to Consolidated Financial Statements (Unaudited) - Continued
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Portfolio Company |
|
Investment |
|
September 30, 2024 |
|
December 31, 2023 |
| EOS U.S. Finco LLC |
|
First lien senior secured delayed draw term loan |
|
1,244 |
|
|
1,244 |
|
| Essential Services Holding Corporation (dba Turnpoint) |
|
First lien senior secured delayed draw term loan |
|
1,227 |
|
|
— |
|
| Essential Services Holding Corporation (dba Turnpoint) |
|
First lien senior secured revolving loan |
|
767 |
|
|
— |
|
| Evolution BuyerCo, Inc. (dba SIAA) |
|
First lien senior secured delayed draw term loan |
|
4,149 |
|
|
4,978 |
|
| Evolution BuyerCo, Inc. (dba SIAA) |
|
First lien senior secured revolving loan |
|
2,230 |
|
|
2,230 |
|
| FARADAY BUYER, LLC (dba MacLean Power Systems) |
|
First lien senior secured delayed draw term loan |
|
4,815 |
|
|
4,815 |
|
| Fiesta Purchaser, Inc. (dba Shearer's Foods) |
|
First lien senior secured revolving loan |
|
5,409 |
|
|
— |
|
| Finastra USA, Inc. |
|
First lien senior secured revolving loan |
|
669 |
|
|
916 |
|
| Forescout Technologies, Inc. |
|
First lien senior secured delayed draw term loan |
|
— |
|
|
9,750 |
|
| Forescout Technologies, Inc. |
|
First lien senior secured revolving loan |
|
2,645 |
|
|
2,288 |
|
| Fortis Solutions Group, LLC |
|
First lien senior secured revolving loan |
|
2,309 |
|
|
2,991 |
|
| FR Vision Holdings, Inc. (dba CHA Consulting) |
|
First lien senior secured delayed draw term loan |
|
3,119 |
|
|
— |
|
| FR Vision Holdings, Inc. (dba CHA Consulting) |
|
First lien senior secured revolving loan |
|
1,055 |
|
|
— |
|
| Fullsteam Operations, LLC |
|
First lien senior secured delayed draw term loan |
|
52 |
|
|
726 |
|
| Fullsteam Operations, LLC |
|
First lien senior secured delayed draw term loan |
|
35 |
|
|
463 |
|
| Fullsteam Operations, LLC |
|
First lien senior secured delayed draw term loan |
|
1,852 |
|
|
— |
|
| Fullsteam Operations, LLC |
|
First lien senior secured delayed draw term loan |
|
463 |
|
|
— |
|
| Fullsteam Operations, LLC |
|
First lien senior secured revolving loan |
|
185 |
|
|
185 |
|
| Gainsight, Inc. |
|
First lien senior secured revolving loan |
|
448 |
|
|
448 |
|
| Galls, LLC |
|
First lien senior secured delayed draw term loan |
|
7,231 |
|
|
— |
|
| Galls, LLC |
|
First lien senior secured revolving loan |
|
2,356 |
|
|
— |
|
| Galway Borrower LLC |
|
First lien senior secured delayed draw term loan |
|
1,554 |
|
|
— |
|
| Galway Borrower LLC |
|
First lien senior secured revolving loan |
|
144 |
|
|
— |
|
| Gaylord Chemical Company, L.L.C. |
|
First lien senior secured revolving loan |
|
636 |
|
|
3,972 |
|
Blue Owl Capital Corporation III
Notes to Consolidated Financial Statements (Unaudited) - Continued
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Portfolio Company |
|
Investment |
|
September 30, 2024 |
|
December 31, 2023 |
| Gehl Foods, LLC |
|
First lien senior secured delayed draw term loan |
|
1,694 |
|
|
— |
|
| Gerson Lehrman Group, Inc. |
|
First lien senior secured revolving loan |
|
1,674 |
|
|
— |
|
| GI Ranger Intermediate, LLC (dba Rectangle Health) |
|
First lien senior secured revolving loan |
|
1,673 |
|
|
669 |
|
| Global Music Rights, LLC |
|
First lien senior secured revolving loan |
|
7,788 |
|
|
7,500 |
|
|
|
|
|
|
|
|
| Granicus, Inc. |
|
First lien senior secured revolving loan |
|
1,371 |
|
|
939 |
|
| GS Acquisitionco, Inc. (dba insightsoftware) |
|
First lien senior secured delayed draw term loan |
|
327 |
|
|
— |
|
| GS Acquisitionco, Inc. (dba insightsoftware) |
|
First lien senior secured revolving loan |
|
215 |
|
|
— |
|
| Hercules Borrower, LLC (dba The Vincit Group) |
|
First lien senior secured revolving loan |
|
4,298 |
|
|
4,298 |
|
| Hissho Parent, LLC |
|
First lien senior secured revolving loan |
|
927 |
|
|
70 |
|
| Hyland Software, Inc. |
|
First lien senior secured revolving loan |
|
678 |
|
|
678 |
|
| Icefall Parent, Inc. (dba EngageSmart) |
|
First lien senior secured revolving loan |
|
1,069 |
|
|
— |
|
| Ideal Image Development, LLC |
|
First lien senior secured delayed draw term loan |
|
— |
|
|
439 |
|
|
|
|
|
|
|
|
| Ideal Image Development, LLC |
|
First lien senior secured revolving loan |
|
244 |
|
|
— |
|
| IG Investments Holdings, LLC (dba Insight Global) |
|
First lien senior secured revolving loan |
|
7,219 |
|
|
5,419 |
|
| Indigo Buyer, Inc. (dba Inovar Packaging Group) |
|
First lien senior secured delayed draw term loan |
|
3,497 |
|
|
— |
|
| Indigo Buyer, Inc. (dba Inovar Packaging Group) |
|
First lien senior secured revolving loan |
|
100 |
|
|
60 |
|
| Indikami Bidco, LLC (dba IntegriChain) |
|
First lien senior secured delayed draw term loan |
|
704 |
|
|
704 |
|
| Indikami Bidco, LLC (dba IntegriChain) |
|
First lien senior secured revolving loan |
|
322 |
|
|
503 |
|
| Integrity Marketing Acquisition, LLC |
|
First lien senior secured delayed draw term loan |
|
8,222 |
|
|
1,599 |
|
| Integrity Marketing Acquisition, LLC |
|
First lien senior secured revolving loan |
|
2,522 |
|
|
397 |
|
| Interoperability Bidco, Inc. (dba Lyniate) |
|
First lien senior secured delayed draw term loan |
|
317 |
|
|
— |
|
| Interoperability Bidco, Inc. (dba Lyniate) |
|
First lien senior secured revolving loan |
|
259 |
|
|
218 |
|
| Kaseya Inc. |
|
First lien senior secured delayed draw term loan |
|
362 |
|
|
456 |
|
| Kaseya Inc. |
|
First lien senior secured revolving loan |
|
365 |
|
|
365 |
|
|
|
|
|
|
|
|
Blue Owl Capital Corporation III
Notes to Consolidated Financial Statements (Unaudited) - Continued
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Portfolio Company |
|
Investment |
|
September 30, 2024 |
|
December 31, 2023 |
| KENE Acquisition, Inc. (dba Entrust Solutions Group) |
|
First lien senior secured delayed draw term loan |
|
2,753 |
|
|
— |
|
| KENE Acquisition, Inc. (dba Entrust Solutions Group) |
|
First lien senior secured revolving loan |
|
826 |
|
|
— |
|
| KPSKY Acquisition, Inc. (dba BluSky) |
|
First lien senior secured delayed draw term loan |
|
2,316 |
|
|
2,316 |
|
| KRIV Acquisition Inc. (dba Riveron) |
|
First lien senior secured delayed draw term loan |
|
— |
|
|
263 |
|
| KRIV Acquisition Inc. (dba Riveron) |
|
First lien senior secured revolving loan |
|
237 |
|
|
237 |
|
| KWOL Acquisition Inc. (dba Worldwide Clinical Trials) |
|
First lien senior secured revolving loan |
|
1,465 |
|
|
1,172 |
|
| Lignetics Investment Corp. |
|
First lien senior secured revolving loan |
|
382 |
|
|
1,275 |
|
| Litera Bidco LLC |
|
First lien senior secured delayed draw term loan |
|
942 |
|
|
— |
|
| Litera Bidco LLC |
|
First lien senior secured delayed draw term loan |
|
740 |
|
|
— |
|
| Litera Bidco LLC |
|
First lien senior secured revolving loan |
|
421 |
|
|
— |
|
| LSI Financing 1 DAC |
|
Preferred equity |
|
9,554 |
|
|
— |
|
| Maple Acquisition, LLC (dba Medicus) |
|
First lien senior secured delayed draw term loan |
|
4,069 |
|
|
— |
|
| Maple Acquisition, LLC (dba Medicus) |
|
First lien senior secured revolving loan |
|
3,052 |
|
|
— |
|
| Mario Purchaser, LLC (dba Len the Plumber) |
|
First lien senior secured delayed draw term loan |
|
1,657 |
|
|
1,492 |
|
| Mario Purchaser, LLC (dba Len the Plumber) |
|
First lien senior secured revolving loan |
|
497 |
|
|
387 |
|
| Medline Borrower, LP |
|
First lien senior secured revolving loan |
|
— |
|
|
1,847 |
|
| MHE Intermediate Holdings, LLC (dba OnPoint Group) |
|
First lien senior secured revolving loan |
|
3,571 |
|
|
3,571 |
|
| Milan Laser Holdings LLC |
|
First lien senior secured revolving loan |
|
3,404 |
|
|
5,106 |
|
| Ministry Brands Holdings, LLC |
|
First lien senior secured revolving loan |
|
1,008 |
|
|
471 |
|
|
|
|
|
|
|
|
| Minotaur Acquisition, Inc. (dba Inspira Financial) |
|
First lien senior secured delayed draw term loan |
|
7,859 |
|
|
— |
|
| Minotaur Acquisition, Inc. (dba Inspira Financial) |
|
First lien senior secured revolving loan |
|
4,835 |
|
|
— |
|
| Monotype Imaging Holdings Inc. |
|
First lien senior secured delayed draw term loan |
|
3,026 |
|
|
— |
|
| Monotype Imaging Holdings Inc. |
|
First lien senior secured revolving loan |
|
4,539 |
|
|
— |
|
| National Dentex Labs LLC (fka Barracuda Dental LLC) |
|
First lien senior secured delayed draw term loan |
|
585 |
|
|
— |
|
Blue Owl Capital Corporation III
Notes to Consolidated Financial Statements (Unaudited) - Continued
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Portfolio Company |
|
Investment |
|
September 30, 2024 |
|
December 31, 2023 |
| National Dentex Labs LLC (fka Barracuda Dental LLC) |
|
First lien senior secured revolving loan |
|
304 |
|
|
390 |
|
| Natural Partners, LLC |
|
First lien senior secured revolving loan |
|
170 |
|
|
170 |
|
| Nelipak Holding Company |
|
First lien senior secured delayed draw term loan |
|
2,430 |
|
|
— |
|
| Nelipak Holding Company |
|
First lien senior secured revolving loan |
|
1,124 |
|
|
— |
|
| NELIPAK EUROPEAN HOLDINGS COÖPERATIEF U.A. |
|
First lien senior secured EUR delayed draw term loan |
|
4,966 |
|
|
— |
|
| NELIPAK EUROPEAN HOLDINGS COÖPERATIEF U.A. |
|
First lien senior secured EUR revolving loan |
|
926 |
|
|
— |
|
| NMI Acquisitionco, Inc. (dba Network Merchants) |
|
First lien senior secured revolving loan |
|
558 |
|
|
558 |
|
| Notorious Topco, LLC (dba Beauty Industry Group) |
|
First lien senior secured revolving loan |
|
5,282 |
|
|
4,930 |
|
| Inovalon Holdings, Inc. |
|
First lien senior secured delayed draw term loan |
|
— |
|
|
5,399 |
|
| OB Hospitalist Group, Inc. |
|
First lien senior secured revolving loan |
|
6,851 |
|
|
4,202 |
|
| Pacific BidCo Inc. |
|
First lien senior secured delayed draw term loan |
|
— |
|
|
1,145 |
|
| Park Place Technologies, LLC |
|
First lien senior secured delayed draw term loan |
|
1,472 |
|
|
— |
|
| Park Place Technologies, LLC |
|
First lien senior secured revolving loan |
|
927 |
|
|
— |
|
| Patriot Acquisition TopCo S.A.R.L (dba Corza Health, Inc.) |
|
First lien senior secured revolving loan |
|
2,654 |
|
|
2,086 |
|
| PDI TA Holdings, Inc. |
|
First lien senior secured delayed draw term loan |
|
4,175 |
|
|
— |
|
| PDI TA Holdings, Inc. |
|
First lien senior secured revolving loan |
|
1,837 |
|
|
— |
|
| PetVet Care Centers, LLC |
|
First lien senior secured delayed draw term loan |
|
3,322 |
|
|
3,322 |
|
| PetVet Care Centers, LLC |
|
First lien senior secured revolving loan |
|
3,487 |
|
|
3,486 |
|
| Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services) |
|
First lien senior secured revolving loan |
|
1,552 |
|
|
1,552 |
|
| Phantom Purchaser, Inc. |
|
First lien senior secured revolving loan |
|
1,701 |
|
|
— |
|
| Plasma Buyer LLC (dba Pathgroup) |
|
First lien senior secured delayed draw term loan |
|
10 |
|
|
176 |
|
| Plasma Buyer LLC (dba Pathgroup) |
|
First lien senior secured revolving loan |
|
33 |
|
|
50 |
|
| Pluralsight, LLC |
|
First lien senior secured delayed draw term loan |
|
1,637 |
|
|
— |
|
| Pluralsight, LLC |
|
First lien senior secured revolving loan |
|
655 |
|
|
289 |
|
Blue Owl Capital Corporation III
Notes to Consolidated Financial Statements (Unaudited) - Continued
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Portfolio Company |
|
Investment |
|
September 30, 2024 |
|
December 31, 2023 |
| PPV Intermediate Holdings, LLC |
|
First lien senior secured delayed draw term loan |
|
647 |
|
|
1,725 |
|
| PPV Intermediate Holdings, LLC |
|
First lien senior secured revolving loan |
|
2,014 |
|
|
2,014 |
|
| Premise Health Holding Corp. |
|
First lien senior secured revolving loan |
|
1,776 |
|
|
— |
|
| Pye-Barker Fire & Safety, LLC |
|
First lien senior secured delayed draw term loan |
|
7,435 |
|
|
— |
|
| Pye-Barker Fire & Safety, LLC |
|
First lien senior secured delayed draw term loan |
|
9,758 |
|
|
— |
|
| Pye-Barker Fire & Safety, LLC |
|
First lien senior secured revolving loan |
|
3,381 |
|
|
— |
|
| QAD, Inc. |
|
First lien senior secured revolving loan |
|
6,000 |
|
|
6,000 |
|
| Quva Pharma, Inc. |
|
First lien senior secured revolving loan |
|
567 |
|
|
1,182 |
|
| Relativity ODA LLC |
|
First lien senior secured revolving loan |
|
2,109 |
|
|
1,480 |
|
| RL Datix Holdings (USA), Inc. |
|
First lien senior secured delayed draw term loan |
|
3,082 |
|
|
— |
|
| RL Datix Holdings (USA), Inc. |
|
First lien senior secured revolving loan |
|
2,699 |
|
|
1,167 |
|
| Sailpoint Technologies Holdings, Inc. |
|
First lien senior secured revolving loan |
|
2,179 |
|
|
2,179 |
|
| Salinger Bidco Inc. (dba Surgical Information Systems) |
|
First lien senior secured delayed draw term loan |
|
973 |
|
|
— |
|
| Salinger Bidco Inc. (dba Surgical Information Systems) |
|
First lien senior secured revolving loan |
|
973 |
|
|
— |
|
| Securonix, Inc. |
|
First lien senior secured revolving loan |
|
149 |
|
|
153 |
|
| Sensor Technology Topco, Inc. (dba Humanetics) |
|
First lien senior secured delayed draw term loan |
|
370 |
|
|
— |
|
| Sensor Technology Topco, Inc. (dba Humanetics) |
|
First lien senior secured EUR delayed draw term loan |
|
84 |
|
|
— |
|
| Sensor Technology Topco, Inc. (dba Humanetics) |
|
First lien senior secured revolving loan |
|
668 |
|
|
703 |
|
| Simplisafe Holding Corporation |
|
First lien senior secured delayed draw term loan |
|
— |
|
|
189 |
|
| Smarsh Inc. |
|
First lien senior secured delayed draw term loan |
|
95 |
|
|
95 |
|
| Smarsh Inc. |
|
First lien senior secured revolving loan |
|
8 |
|
|
8 |
|
| Soliant Lower Intermediate, LLC (dba Soliant) |
|
First lien senior secured revolving loan |
|
2,056 |
|
|
— |
|
| Sonny's Enterprises, LLC |
|
First lien senior secured delayed draw term loan |
|
— |
|
|
356 |
|
| Sonny's Enterprises, LLC |
|
First lien senior secured delayed draw term loan |
|
7,839 |
|
|
— |
|
Blue Owl Capital Corporation III
Notes to Consolidated Financial Statements (Unaudited) - Continued
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Portfolio Company |
|
Investment |
|
September 30, 2024 |
|
December 31, 2023 |
| Sonny's Enterprises, LLC |
|
First lien senior secured revolving loan |
|
4,722 |
|
|
4,491 |
|
| Spotless Brands, LLC |
|
First lien senior secured revolving loan |
|
522 |
|
|
1,023 |
|
| SWK BUYER, Inc. (dba Stonewall Kitchen) |
|
First lien senior secured revolving loan |
|
46 |
|
|
70 |
|
| Tamarack Intermediate, L.L.C. (dba Verisk 3E) |
|
First lien senior secured delayed draw term loan |
|
— |
|
|
50 |
|
| Tamarack Intermediate, L.L.C. (dba Verisk 3E) |
|
First lien senior secured revolving loan |
|
112 |
|
|
112 |
|
| TC Holdings, LLC (dba TrialCard) |
|
First lien senior secured revolving loan |
|
916 |
|
|
268 |
|
| TEMPO BUYER CORP. (dba Global Claims Services) |
|
First lien senior secured revolving loan |
|
4,643 |
|
|
3,508 |
|
| IRI Group Holdings, Inc. (f/k/a Circana Group, L.P. (f/k/a The NPD Group, L.P.)) |
|
First lien senior secured revolving loan |
|
664 |
|
|
1,238 |
|
| The Better Being Co., LLC (fka Nutraceutical International Corporation) |
|
First lien senior secured revolving loan |
|
735 |
|
|
294 |
|
| The Shade Store, LLC |
|
First lien senior secured delayed draw term loan |
|
9,170 |
|
|
— |
|
| The Shade Store, LLC |
|
First lien senior secured revolving loan |
|
2,039 |
|
|
2,127 |
|
| Thunder Purchaser, Inc. (dba Vector Solutions) |
|
First lien senior secured revolving loan |
|
582 |
|
|
1,255 |
|
| Troon Golf, LLC |
|
First lien senior secured delayed draw term loan |
|
6,248 |
|
|
— |
|
| Troon Golf, LLC |
|
First lien senior secured revolving loan |
|
3,124 |
|
|
5,405 |
|
| Ultimate Baked Goods Midco, LLC |
|
First lien senior secured revolving loan |
|
1,300 |
|
|
2,000 |
|
| Unified Women's Healthcare, LP |
|
First lien senior secured delayed draw term loan |
|
— |
|
|
9,000 |
|
| Unified Women's Healthcare, LP |
|
First lien senior secured delayed draw term loan |
|
4,664 |
|
|
— |
|
| Unified Women's Healthcare, LP |
|
First lien senior secured revolving loan |
|
88 |
|
|
88 |
|
| USRP Holdings, Inc. (dba U.S. Retirement and Benefits Partners) |
|
First lien senior secured revolving loan |
|
1,096 |
|
|
1,096 |
|
| Velocity HoldCo III Inc. (dba VelocityEHS) |
|
First lien senior secured revolving loan |
|
368 |
|
|
322 |
|
| Vensure Employer Services, Inc. |
|
First lien senior secured delayed draw term loan |
|
221 |
|
|
— |
|
| Vessco Midco Holdings, LLC |
|
First lien senior secured delayed draw term loan |
|
3,412 |
|
|
— |
|
| Vessco Midco Holdings, LLC |
|
First lien senior secured revolving loan |
|
1,333 |
|
|
— |
|
| Vital Bidco AB (dba Vitamin Well) |
|
First lien senior secured loan |
|
25,309 |
|
|
— |
|
Blue Owl Capital Corporation III
Notes to Consolidated Financial Statements (Unaudited) - Continued
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Portfolio Company |
|
Investment |
|
September 30, 2024 |
|
December 31, 2023 |
| Vital Bidco AB (dba Vitamin Well) |
|
First lien senior secured delayed draw term loan |
|
2,184 |
|
|
— |
|
| Vital Bidco AB (dba Vitamin Well) |
|
First lien senior secured revolving loan |
|
4,367 |
|
|
— |
|
| Walker Edison Furniture Company LLC |
|
First lien senior secured delayed draw term loan |
|
167 |
|
|
2,083 |
|
| When I Work, Inc. |
|
First lien senior secured revolving loan |
|
4,164 |
|
|
4,164 |
|
| XRL 1 LLC (dba XOMA) |
|
First lien senior secured delayed draw term loan |
|
500 |
|
|
500 |
|
| Zendesk, Inc. |
|
First lien senior secured delayed draw term loan |
|
5,857 |
|
|
5,857 |
|
| Zendesk, Inc. |
|
First lien senior secured revolving loan |
|
2,412 |
|
|
2,412 |
|
| Total Unfunded Portfolio Company Commitments |
|
|
|
$ |
511,070 |
|
|
$ |
262,051 |
|
As of September 30, 2024, the Company believed it had adequate financial resources to satisfy the unfunded portfolio company commitments.
Investor Commitments
The Company had raised approximately $1.76 billion in total Capital Commitments from investors, of which $62.4 million was from entities affiliated with or related to the Adviser. As of June 16, 2022, all Capital Commitments had been drawn.
Other Commitments and Contingencies
In connection with the Exchange Listing, the Board approved a repurchase program (the “Repurchase Program”) under which the Company may repurchase up to $100 million of the Company’s outstanding common stock. Under the 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 Repurchase Program will terminate 12-months from the date of the Exchange Listing. During the three and nine months ended September 30, 2024, the Company did not repurchase issued and outstanding shares.
From time to time, the Company may become a party to certain legal proceedings incidental to the normal course of its business. As of September 30, 2024, management was not aware of any material pending or threatened litigation that would require accounting recognition or financial statement disclosure.
Note 8. Net Assets
Exchange Listing, Subscriptions and Drawdowns
In connection with its formation, the Company has the authority to issue 500,000,000 common shares at $0.01 per share par value.
On January 25, 2024, the Company's common stock was listed and began trading on the New York Stock Exchange (“NYSE”) under the symbol “OBDE.”
In connection with the Exchange Listing, the Board of Directors determined to eliminate outstanding fractional shares of the Company’s common stock, as permitted by Maryland General Corporation Law. On January 16, 2024, the Company eliminated the fractional shares by rounding up the number of fractional shares held by each shareholder to the nearest whole share.
On June 4, 2020, the Company issued 100 common shares for $1,500 to the Adviser.
Prior to the Exchange Listing, the Company had entered into Subscription Agreements with investors providing for the private placement of the Company’s common shares. Under the terms of the Subscription Agreements, investors were required to fund drawdowns to purchase the Company’s common shares up to the amount of their respective Capital Commitment on an as-needed basis each time the Company delivered a capital call notice to its investors.
Blue Owl Capital Corporation III
Notes to Consolidated Financial Statements (Unaudited) - Continued
As of June 16, 2022, all Capital Commitments had been drawn.
There were no sales of the Company’s common stock during the three and nine months ended September 30, 2024 and 2023.
Distributions
The following table reflects the distributions declared on shares of the Company’s common stock during the nine months ended September 30, 2024:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2024 |
| Date Declared |
|
Record Date |
|
Payment Date |
|
Distribution per Share |
|
|
|
|
|
|
|
| August 6, 2024 |
|
September 30, 2024 |
|
October 15, 2024 |
|
$ |
0.35 |
|
| January 12, 2024 (special dividend) |
|
August 30, 2024 |
|
September 13, 2024 |
|
$ |
0.06 |
|
| May 7, 2024 |
|
June 28, 2024 |
|
July 15, 2024 |
|
$ |
0.35 |
|
| January 12, 2024 (special dividend) |
|
May 31, 2024 |
|
June 14, 2024 |
|
$ |
0.06 |
|
| January 12, 2024 |
|
March 29, 2024 |
|
April 15, 2024 |
|
$ |
0.35 |
|
On January 12, 2024, the Board declared, in addition to the $0.06 special dividend paid on June 14, 2024 and September 13, 2024, three special dividends of $0.06 per share, payable on or before December 13, 2024, March 14, 2025 and June 13, 2025 to shareholders of record as of November 29, 2024, February 28, 2025 and May 30, 2025.
The following table reflects the distributions declared on shares of the Company's common stock during the nine months ended September 30, 2023:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2023 |
| Date Declared |
|
Record Date |
|
Payment Date |
|
Distribution per Share |
|
|
|
|
|
|
|
| August 8, 2023 |
|
September 30, 2023 |
|
November 15, 2023 |
|
$ |
0.48 |
|
| May 9, 2023 |
|
June 30, 2023 |
|
August 15, 2023 |
|
$ |
0.48 |
|
| February 21, 2023 |
|
March 31, 2023 |
|
May 15, 2023 |
|
$ |
0.44 |
|
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.
Blue Owl Capital Corporation III
Notes to Consolidated Financial Statements (Unaudited) - Continued
The following table reflects the common stock issued pursuant to the dividend reinvestment plan during the nine months ended September 30, 2024:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Date Declared |
|
Record Date |
|
Payment Date |
|
Shares |
|
| January 12, 2024 |
|
August 30, 2024 |
|
September 13, 2024 |
|
30,225 |
|
(1) |
| May 7, 2024 |
|
June 28, 2024 |
|
July 15, 2024 |
|
266,530 |
|
(1) |
| January 12, 2024 |
|
May 31, 2024 |
|
June 14, 2024 |
|
39,272 |
|
(1) |
| January 12, 2024 |
|
March 29, 2024 |
|
April 15, 2024 |
|
225,003 |
|
|
| November 7, 2023 |
|
December 29, 2023 |
|
January 31, 2024 |
|
313,887 |
|
|
_______________
(1)Shares purchased in the open market in order to satisfy dividends reinvested under our dividend reinvestment program.
The following table reflects the common stock issued pursuant to the dividend reinvestment plan during the nine months ended September 30, 2023:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Date Declared |
|
Record Date |
|
Payment Date |
|
Shares |
|
|
|
|
|
|
|
| May 9, 2023 |
|
June 30, 2023 |
|
August 15, 2023 |
|
276,147 |
|
| February 21, 2023 |
|
March 31, 2023 |
|
May 15, 2023 |
|
809,043 |
|
| November 1, 2022 |
|
December 31, 2022 |
|
January 31, 2023 |
|
762,549 |
|
Repurchase Program
In connection with the Exchange Listing, the Board approved the Repurchase Program under which the Company may repurchase up to $100 million of shares of the Company's outstanding common stock. Under the Repurchase Program, purchases may be made at management’s discretion from time to time in open-market transactions, in accordance with all applicable securities laws and regulations. Unless extended by the Board, the Repurchase Program will terminate 12 months from the date of the Exchange Listing. During the three and nine months ended September 30, 2024, the Company did not repurchase any outstanding shares.
Note 9. Earnings Per Share
The table below sets forth the computation of basic and diluted earnings per common share for the following periods:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
| ($ in thousands, except per share amounts) |
2024 |
|
2023 |
|
2024 |
|
2023 |
|
|
| Increase (decrease) in net assets resulting from operations |
$ |
42,161 |
|
|
$ |
73,493 |
|
|
$ |
135,837 |
|
|
$ |
216,999 |
|
|
|
| Weighted average shares of common stock outstanding—basic and diluted |
123,356,823 |
|
|
122,405,716 |
|
|
123,236,215 |
|
|
121,831,273 |
|
|
|
| Earnings (loss) per common share—basic and diluted |
$ |
0.34 |
|
|
$ |
0.60 |
|
|
$ |
1.10 |
|
|
$ |
1.78 |
|
|
|
Note 10. Income Tax
The Company has elected to be treated as a RIC under Subchapter M of the Code, and the Company 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. 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.
Blue Owl Capital Corporation III
Notes to Consolidated Financial Statements (Unaudited) - Continued
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 months ended September 30, 2024, the Company recorded a reversal of U.S. federal excise tax expense of $0.7 million. For the nine months ended September 30, 2024, the Company recorded a reversal of U.S. federal excise tax expense of $16.2 thousand. For the three and nine months ended September 30, 2023, the Company recorded U.S. federal excise tax expense of $0.2 million and $1.6 million, respectively.
Taxable Subsidiaries
Certain of the Company's consolidated subsidiaries are subject to U.S. federal and state corporate-level income taxes. For the three and nine months ended September 30, 2024, the Company recorded a net tax benefit of approximately $1.1 thousand and $3.7 thousand, respectively, for taxable subsidiaries. For the three and nine months ended September 30, 2023, the Company recorded a net tax benefit of approximately $1.1 thousand and $3.4 thousand, respectively, for taxable subsidiaries.
The Company recorded a net deferred tax liability of $0.1 million and a net deferred tax asset of $4.6 thousand as of September 30, 2024 and December 31, 2023, respectively, for taxable subsidiaries, which is significantly related to GAAP to tax outside basis differences in the taxable subsidiaries' investment in certain partnership interests.
Note 11. Financial Highlights
The table below presents the financial highlights for a common share outstanding during the following periods:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Nine Months Ended
September 30, |
|
|
| ($ in thousands, except share and per share amounts) |
2024 |
|
2023 |
|
|
|
|
| Per share data: |
|
|
|
|
|
|
|
| Net asset value, beginning of period |
$ |
15.56 |
|
|
$ |
15.03 |
|
|
|
|
|
Net investment income (loss)(1) |
1.21 |
|
|
1.64 |
|
|
|
|
|
Net realized and unrealized gain (loss)(2) |
(0.11) |
|
|
0.13 |
|
|
|
|
|
| Total from operations |
1.10 |
|
|
1.77 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions declared from net investment income(3) |
(1.17) |
|
|
(1.40) |
|
|
|
|
|
| Total increase (decrease) in net assets |
(0.07) |
|
|
0.37 |
|
|
|
|
|
| Net asset value, end of period |
$ |
15.49 |
|
|
$ |
15.40 |
|
|
|
|
|
| Shares outstanding, end of period |
123,356,823 |
|
|
122,540,788 |
|
|
|
|
|
| Per share market value at end of period |
$ |
14.33 |
|
|
N/A |
|
|
|
|
Total Return, based on market value(4) |
1.9 |
% |
|
N/A |
|
|
|
|
Total Return, based on net asset value(5) |
7.4 |
% |
|
11.8 |
% |
|
|
|
|
| Ratios / Supplemental Data |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Ratio of total expenses to average net assets |
15.0 |
% |
|
8.0 |
% |
|
|
|
|
| Ratio of net investment income to average net assets |
10.4 |
% |
|
14.4 |
% |
|
|
|
|
| Net assets, end of period |
$ |
1,910,745 |
|
|
$ |
1,887,070 |
|
|
|
|
|
| Weighted-average shares outstanding |
123,236,215 |
|
|
121,831,273 |
|
|
|
|
|
| Total capital commitments, end of period |
N/A |
|
$ |
1,764,610 |
|
|
|
|
|
| Ratio of total contributed capital to total committed capital, end of period |
N/A |
|
100.0 |
% |
|
|
|
|
| Portfolio turnover rate |
37.3 |
% |
|
4.1 |
% |
|
|
|
|
________________
(1)The per share data was derived using the weighted average shares outstanding during the period.
(2)The amount shown at this caption is the balancing amount derived from the other figures in the schedule. The amount shown at this caption for a share outstanding throughout the year may not agree with the change in the aggregate gains and losses in portfolio securities for the year because of the timing of sales of the Company’s shares in relation to fluctuating market values for the portfolio.
Blue Owl Capital Corporation III
Notes to Consolidated Financial Statements (Unaudited) - Continued
(3)The per share data was derived using the actual shares outstanding at the date of the relevant transaction.
(4)The 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. The beginning market value per share is based on the listing price of $15.20 per share.
(5)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.
Blue Owl Capital Corporation III
Notes to Consolidated Financial Statements (Unaudited) - Continued
Note 12. Pending Merger with Blue Owl Capital Corporation
On August 7, 2024, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Blue Owl Capital Corporation, a Maryland corporation (“OBDC”), Cardinal Merger Sub, Inc., a Maryland corporation and wholly owned subsidiary of OBDC (“Merger Sub”), and, solely for the limited purposes set forth therein, the Adviser and Blue Owl Credit Advisers LLC, a Delaware limited liability company and investment advisor to OBDC (“OCA”). The Merger Agreement provides that, subject to the conditions set forth in the Merger Agreement, Merger Sub will be merged with and into the Company, with the Company continuing as the surviving company and as a wholly-owned subsidiary of OBDC (the “Initial Merger”), and, immediately thereafter, the Company will merge with and into OBDC, with OBDC continuing as the surviving company (the “Second Merger” and together, with the Initial Merger, the “Mergers”). The parties to the Merger Agreement intend the Mergers to be treated as a “reorganization” within the meaning of Section 368(a) of the Code.
Effective upon the closing of the Mergers, each share of the Company’s common stock issued and outstanding immediately prior to the effective time of the Mergers, except for shares, if any, owned by OBDC or any of its consolidated subsidiaries, will be converted into the right to receive a number of shares of OBDC’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 Mergers.
Under the terms of the Merger 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 Mergers and based on (i) the net asset value (“NAV”) per share of OBDC’s common stock (the “OBDC Per Share NAV”) and the adjusted net asset value per share of the Company (the “OBDE Per Share NAV”) and (ii) the closing price per share of OBDC’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 OBDE Per Share NAV and the OBDC Per Share NAV;
(ii) if the quotient of the OBDC Common Stock Price and the OBDC Per Share NAV is greater than 100% but less than or equal to 104.50%, then the Exchange Ratio shall be equal to the quotient (rounded to the fourth nearest decimal) of (A) the product of (x) the OBDE Per Share NAV and (y) the sum of (i) $1.00 and (ii) 50% of the difference between (a) the quotient of (I) the OBDC Common Stock Price and (II) the OBDC Per Share NAV and (b) $1.00 and (B) the OBDC Common Stock Price; or
(iii) if the quotient of the OBDC Common Stock Price and the OBDC Per Share NAV is greater than 104.5%, then the Exchange Ratio shall be equal to the quotient (rounded to the fourth nearest decimal) of (A) the product of (x) the OBDE Per Share NAV and (y) 102.25% and (B) the OBDC Common Stock Price.
Consummation of the Mergers, which is currently anticipated to occur during the first quarter of 2025, is subject to certain closing conditions, including (1) requisite approvals of OBDC’s and the Company’s shareholders, (2) the absence of certain enumerated legal impediments to the consummation of the Mergers, (3) effectiveness of the registration statement for OBDC’s common stock to be issued as consideration in the Mergers, (4) subject to certain exceptions, the accuracy of the representations and warranties and compliance with the covenants of each party to the Merger Agreement, (5) required regulatory approvals (including expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended), (6) the absence of a material adverse effect in respect of the parties, and (7) the receipt of customary legal opinions to the effect that the 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 Mergers, the Company and OBDC intend to declare and pay ordinary course quarterly dividends.
Prior to the anticipated closing of the Mergers, subject to the approval of the Company's board of directors, the Company will declare a dividend to its shareholders equal to any undistributed net investment income estimated to be remaining as of the closing of the Mergers. This will include any unpaid special dividends previously declared in conjunction with the Company's listing in January 2024 and any declared and unpaid quarterly dividends.
If the Mergers close prior to January 25, 2025, any lock-ups remaining on shares of the Company's common stock as of the closing will be waived.
Blue Owl Capital Corporation III
Notes to Consolidated Financial Statements (Unaudited) - Continued
The foregoing summary description of the Merger Agreement and the transactions contemplated thereby is subject to and qualified in its entirety by reference to the Merger Agreement, a copy of which has been filed as Exhibit 2.1 to this report, the terms of which are incorporated herein by reference. In connection with the Mergers, the Company and OBDC filed with the SEC and mailed to their respective shareholders a joint proxy statement/ prospectus (the “Joint Proxy Statement”) and OBDC filed with the SEC a registration statement on Form N-14 (the “Registration Statement”) that included the Joint Proxy Statement and a prospectus of OBDC. The definitive joint proxy statement and prospectus was filed with the SEC on October 21, 2024.
Note 13. 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:
SPV Asset Facility II Amendment
On October 10, 2024, ORCC III Financing II and the Company entered into the Amendment No. 2 (the “Amendment”), which amended that certain loan financing and servicing agreement, dated as of December 2, 2021, as amended by Amendment No. 1, dated as of February 18, 2022, by and among ORCC III Financing II, as borrower, the Company, as equityholder and services provider, the lenders from time to time parties thereto, Deutsche Bank AG, New York Branch, as facility agent, State Street Bank and Trust Company, as collateral agent and Alter Domus (US) LLC, as collateral custodian. Among other changes, the Amendment: (i) replaced Alter Domus (US) LLC with State Street Bank and Trust Company as collateral custodian, (ii) increased the facility amount from $350.0 million to $500.0 million, (iii) extended the Revolving Period to December 2, 2027 and the Facility Termination Date to December 2, 2029, (vi) added the ability to draw in CAD, Euro and GBP and (vii) amended the reduction fee schedule and certain facility fees and expenses.
Distributions Declared
On November 5, 2024, the Board declared a fourth quarter 2024 regular dividend of $0.35 per share, payable on or before January 15, 2025 to shareholders of record as of December 31, 2024.
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 III and involves numerous risks and uncertainties, including, but not limited to, those described in our Form 10-K for the fiscal year ended December 31, 2023 in “PART I - ITEM 1A. RISK FACTORS” and in our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2024 in “PART II - 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 III (the “Company”, “we”, “us” or “our”) is a Maryland corporation formed on January 27, 2020. We were formed primarily to originate and make loans to, and make debt and equity investments in middle-market companies based primarily in the United States. 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 Diversified Credit 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”). The Adviser is 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 from portfolio companies. 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.
Prior to the Exchange Listing (as defined below), we conducted private offerings (each, a “Private Offering”) of our common shares to accredited investors in reliance on exemptions from the registration requirements of the Securities Act of 1933, as amended. On January 25, 2024, our common stock was listed and began trading on the New York Stock Exchange (“NYSE”) under the symbol “OBDE” (the “Exchange Listing”).
Blue Owl consists of three investment platforms: (1) Credit, which focuses on direct lending, (2) GP Strategic Capital, which focuses on acquiring equity stakes in and providing debt financing to institutional alternative asset managers and (3) Real Estate, which focuses on triple net lease real estate strategies and real estate credit. Blue Owl's Credit platform is comprised of the Adviser, Blue Owl Credit Advisors LLC (“OCA”), Blue Owl Technology Credit Advisors LLC (“OTCA”), Blue Owl Technology Credit Advisors II LLC (“OTCA II”), and Blue Owl Credit Private Fund Advisors LLC (“OPFA”) and together with the Adviser, OCA, OTCA and OTCA II, the “Blue Owl Credit Advisers”), which are also investment advisers. As of September 30, 2024, the Adviser and its affiliates had $128.44 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. The Investment Team is also 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 Blue Owl's Credit platform's investment committees. Blue Owl's Credit platform has four investment committees each of which focuses on a specific investment strategy (Diversified Lending, Technology Lending, First Lien Lending and Opportunistic Lending). Douglas I. Ostrover, Marc S. Lipschultz, Craig W. Packer and Alexis Maged sit on each of Blue Owl's Credit platform's investment committees. 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. In addition to Messrs. Ostrover, Lipschultz, Packer and Maged, the Diversified Lending Investment Committee is comprised of Patrick Linnemann, Meenal Mehta and Logan Nicholson. We consider the individuals on the Diversified Lending Investment Committee to be our portfolio managers.
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.
We may be prohibited under the Investment Company Act of 1940, as amended (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 rely on an order for exemptive relief (as amended, the “Order”), that has been granted by the SEC to OCA and certain of its affiliates, to permit us to co-invest with other funds managed by the 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 Order 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/or 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 business development companies (“BDCs”), private funds and separately managed accounts managed by the Blue Owl Credit Advisers (collectively, the “Blue Owl Credit Clients”) and/or of other funds managed by the Adviser or its affiliates that could avail themselves of the Order and that have an investment objective similar to ours.
On April 24, 2020, we formed a wholly-owned subsidiary, OR Lending III LLC, a Delaware limited liability company, which holds a California finance lenders license. OR Lending III 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 the sum of 90% of our investment company taxable income and tax-exempt interest for that taxable year.
Pending Merger with Blue Owl Capital Corporation
On August 7, 2024, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Blue Owl Capital Corporation, a Maryland corporation (“OBDC”), Cardinal Merger Sub, Inc., a Maryland corporation and wholly-owned subsidiary of OBDC (“Merger Sub”), and, solely for the limited purposes set forth therein, OCA, investment adviser to OBDC, and the Adviser. The Merger Agreement provides that, subject to the conditions set forth in the Merger Agreement, at the effective time of the Mergers, Merger Sub will merge with and into us, with the Company continuing as the surviving company and as a wholly-owned subsidiary of OBDC (the “Initial Merger”) and, immediately thereafter, we will merge with and into OBDC, with OBDC continuing as the surviving company (together with the Initial Merger, the “Mergers”). For more information about the Mergers, see “Note 12. Pending Merger With Blue Owl Capital Corporation” to our consolidated financial statements included in this report and our joint proxy statement and prospectus filed with the SEC on October 21, 2024.
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 affiliates of our Adviser began investment activities in April 2016 through September 30, 2024, our Adviser and its affiliates have originated $128.73 billion aggregate principal amount of investments, of which $124.90 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, which may or may not be convertible into a portfolio company’s common equity. Except for our specialty financing portfolio 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 upper middle-market companies with a loan-to-value ratio (the amount of outstanding debt as a percentage of the value of the company) 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 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. 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, 2024, our average debt investment size in each of our portfolio companies was approximately $22.6 million based on fair value. As of September 30, 2024, our portfolio companies, excluding the investment in Blue Owl Credit SLF LLC ("Credit SLF") and certain investments that fall outside of our typical borrower profile, represented 92.3% of our total debt portfolio based on fair value and these portfolio companies had weighted average annual revenue of $959 million, weighted average annual EBITDA of $217 million, an average interest coverage of 1.7x and an average net loan-to-value of 38.9%.
The companies in which we invest use our capital primarily 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”.
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 may 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, 2024, 97.3% 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”) 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. Generally, because our portfolio consists primarily of floating rate loans, we expect our earnings to benefit from a prolonged higher rate environment.
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. Certain of these fees may be capitalized and amortized as additional interest income over the life of the related loan.
Dividend income on preferred equity is recorded on an 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 investments is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly traded companies.
Our portfolio activity will also reflect 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 Statements of Operations.
Expenses
Our primary operating expenses include the payment of the management 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 compensates our Adviser for work in identifying, evaluating, negotiating, closing, monitoring and realizing our investments. The Adviser was not entitled to an incentive fee prior to the Exchange Listing.
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. In addition, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by us or our affiliates in connection with the offering of securities by us. We bear our allocable portion of the costs of the compensation, benefits and related administrative expenses (including travel expenses) of our officers who provide operational and administrative services hereunder, their respective staffs and other professionals who provide services to us (including, in each case, employees of the Adviser or an affiliate) who assist with the preparation, coordination, and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to us. We shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to such individuals (based on a percentage of time such individuals devote, on an estimated basis, to our business affairs and in acting on our behalf). We also will 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 Investment Advisory Agreement and the Administration Agreement; and (iii) all other costs and expenses of our operations and transactions including, without limitation, those relating to:
•the cost of our organization and any 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;
•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;
•escrow agent, transfer agent and custodial fees and expenses;
•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 fees, listing fees and licenses, 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 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 ensure, 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. On June 4, 2020, we received shareholder approval that allows us to reduce our asset coverage ratio from 200% to 150%, effective as of June 5, 2020. As a result, we are generally permitted, under specified conditions, to issue multiple classes of indebtedness and one class of stock senior to the common stock if our asset coverage, as defined in the 1940 Act, would at least be equal to 150% immediately after each such issuance. This reduced asset coverage ratio permits us to double the amount of leverage we can incur. For example, under a 150% asset coverage ratio we may borrow $2 for investment purposes of every $1 of investor equity whereas under a 200% asset coverage ratio we may only borrow $1 for investment purposes for every $1 of investor equity. Our current target leverage ratio is 0.90x-1.25x debt-to-equity. As of September 30, 2024, we had net leverage of 1.21x debt-to-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 leverage over time subject to the limits of the 1940 Act. In addition, we may dedicate assets to financing facilities.
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.
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 2024 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 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 uncertainty regarding inflation and 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 as the public loan markets remain open. 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 $2.7 trillion as of December 31, 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 and may be able to achieve improved economic spreads and documentation terms.
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, 2024, based on fair value, our portfolio consisted of 84.9% first lien senior secured debt investments (of which 51.4% we consider to be unitranche debt investments (including “last out” portions of such loans)), 5.2% second lien senior secured debt investments, 1.6% unsecured debt investments, 3.3% preferred equity investments, 4.9% common equity investments and 0.1% joint ventures.
As of September 30, 2024, our weighted average total yield of the portfolio at fair value and amortized cost was 10.8% and 10.8%, respectively, and our weighted average yield of accruing debt and income producing securities at fair value and amortized cost was 11.1% and 11.1%, respectively(1). As of September 30, 2024, the weighted average spread of total debt investments was 5.9%.
As of September 30, 2024, we had investments in 185 portfolio companies with an aggregate fair value of $4.25 billion.
In the current lending environment, public loan markets have remained active while merger and acquisition activity remains below historical levels; however, our platform continues to find attractive investment opportunities for deployment, predominantly in first lien originations. In addition, a large portion of our originations across the platform this quarter were deployed into existing borrowers as part of add-on transactions.
The credit quality of our portfolio has been consistent. We continue to focus on investing in industries we view as recession resistant and that we are familiar with, including service-oriented sectors such as software and healthcare, all of which serve diversified and durable end markets, 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. Our borrowers have a weighted average EBITDA of $217.4 million and we believe this scale contributes to the durability of our borrowers and their ability to adapt to different economic environments. In addition, Blue Owl continues to invest in, and is often the lead lender or administrative agent on, transactions in excess of $1 billion in size, which gives us the ability to structure the terms of such deals to maximize deal economics and credit protection.
Many of the companies in which we invest are continuing to see modest growth in both revenues and EBITDA. However, in the event of further geopolitical, economic and financial market instability, in the U.S. and elsewhere, it is possible that the results of some of the middle-market companies similar to those in which we invest could be challenged. While we are not seeing signs of an overall, broad deterioration in our results or those of our portfolio companies at this time, there can be no assurance that the performance of certain of our portfolio companies will not be negatively impacted by economic conditions, which could have a negative impact on our future results.
We also continue to invest in Credit SLF and specialty financing portfolio companies, including Fifth Season Investments LLC (“Fifth Season”), LSI Financing 1 DAC (“LSI Financing”), and AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC and AAM Series 2.1 Aviation Feeder, LLC (collectively, “Amergin AssetCo”). In the future we may invest through additional specialty finance portfolio companies, joint ventures, partnerships or other special purpose vehicles. These companies may use our capital to support acquisitions which could lead to increased dividend income across well-diversified underlying portfolios. See “Specialty Financing Portfolio Companies.”
1 Refer to footnote (1) of our weighted average yields and interest rates table for more information on our calculation of weighted average yields.
The table below presents our investment activity for the following periods (information presented herein is at par value unless otherwise indicated).
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For the Three Months Ended September 30, |
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| ($ in thousands) |
2024 |
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2023 |
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| New investment commitments |
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| Gross originations |
$ |
575,130 |
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|
$ |
78,516 |
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|
|
|
| Less: Sell downs |
— |
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(1,454) |
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|
|
|
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| Total new investment commitments |
$ |
575,130 |
|
|
$ |
77,062 |
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| Principal amount of investments funded: |
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| First-lien senior secured debt investments |
$ |
526,490 |
|
|
$ |
53,404 |
|
|
|
|
|
|
|
| Second-lien senior secured debt investments |
— |
|
|
— |
|
|
|
|
|
|
|
| Unsecured debt investments |
— |
|
|
— |
|
|
|
|
|
|
|
| Preferred equity investments |
732 |
|
|
— |
|
|
|
|
|
|
|
| Common equity investments |
3,729 |
|
|
10,934 |
|
|
|
|
|
|
|
| Joint ventures |
5,469 |
|
|
— |
|
|
|
|
|
|
|
| Total principal amount of investments funded |
$ |
536,420 |
|
|
$ |
64,338 |
|
|
|
|
|
|
|
| Principal amount of investments sold or repaid: |
|
|
|
|
|
|
|
|
|
| First-lien senior secured debt investments |
$ |
(624,503) |
|
|
$ |
(50,755) |
|
|
|
|
|
|
|
| Second-lien senior secured debt investments |
(5,883) |
|
|
(6,068) |
|
|
|
|
|
|
|
| Unsecured debt investments |
— |
|
|
— |
|
|
|
|
|
|
|
| Preferred equity investments |
(18,667) |
|
|
(4,462) |
|
|
|
|
|
|
|
| Common equity investments |
(15) |
|
|
— |
|
|
|
|
|
|
|
| Joint ventures |
— |
|
|
— |
|
|
|
|
|
|
|
| Total principal amount of investments sold or repaid |
$ |
(649,068) |
|
|
$ |
(61,285) |
|
|
|
|
|
|
|
Number of new investment commitments in new portfolio companies(1) |
21 |
|
|
7 |
|
|
|
|
|
|
|
| Average new investment commitment amount |
$ |
23,815 |
|
|
$ |
5,762 |
|
|
|
|
|
|
|
| Weighted average term for new debt investment commitments (in years) |
4.6 |
|
|
5.8 |
|
|
|
|
|
|
|
Percentage of new debt investment commitments at
floating rates |
99.6 |
% |
|
90.5 |
% |
|
|
|
|
|
|
Percentage of new debt investment commitments at
fixed rates |
0.4 |
% |
|
9.5 |
% |
|
|
|
|
|
|
|
Weighted average interest rate of new debt investment
commitments(2)
|
9.6 |
% |
|
11.8 |
% |
|
|
|
|
|
|
| Weighted average spread over applicable base rate of new floating rate debt investment commitments |
5.0 |
% |
|
6.4 |
% |
|
|
|
|
|
|
________________
(1)Number of new investment commitments represents commitments to a particular portfolio company.
(2)For the three months ended September 30, 2024 and 2023, assumes each floating rate commitment is subject to the greater of the interest rate floor (if applicable) or 3-month SOFR, which was 4.59% and 5.40% as of September 30, 2024 and September 30, 2023, respectively.
The table below presents the composition of our investments at fair value and amortized cost as of the following periods:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2024 |
|
|
December 31, 2023 |
|
| ($ in thousands) |
Amortized Cost |
|
Fair Value |
|
|
Amortized Cost |
|
Fair Value |
|
First-lien senior secured debt investments(1) |
$ |
3,604,849 |
|
|
$ |
3,604,451 |
|
(5) |
|
$ |
2,739,536 |
|
|
$ |
2,742,163 |
|
(5) |
| Second-lien senior secured debt investments |
228,204 |
|
|
219,402 |
|
|
|
434,657 |
|
|
432,672 |
|
|
| Unsecured debt investments |
66,658 |
|
|
68,169 |
|
|
|
64,245 |
|
|
62,295 |
|
|
Preferred equity investments(2) |
142,695 |
|
|
141,610 |
|
|
|
185,485 |
|
|
186,696 |
|
|
Common equity investments(3) |
184,916 |
|
|
209,976 |
|
|
|
152,930 |
|
|
166,875 |
|
|
Joint ventures(4) |
5,473 |
|
|
5,467 |
|
|
|
— |
|
|
— |
|
|
| Total Investments |
$ |
4,232,795 |
|
|
$ |
4,249,075 |
|
|
|
$ |
3,576,853 |
|
|
$ |
3,590,701 |
|
|
________________
(1)Includes debt investment in Amergin AssetCo.
(2)Includes equity investment in LSI Financing.
(3)Includes equity investment in Amergin AssetCo and Fifth Season.
(4)Includes equity investment in Credit SLF.
(5)51.4% and 62.5% of which we consider unitranche loans as of September 30, 2024 and December 31, 2023, respectively.
The table below describes investments by industry composition based on fair value as of the following periods:
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2024 |
|
December 31, 2023 |
| Advertising and media |
3.8 |
% |
|
2.8 |
% |
| Aerospace and defense |
0.3 |
|
|
0.4 |
|
Asset based lending and fund finance(1) |
1.0 |
|
|
2.1 |
|
| Automotive services |
3.0 |
|
|
3.6 |
|
| Buildings and real estate |
3.3 |
|
|
3.7 |
|
| Business services |
6.8 |
|
|
6.4 |
|
| Chemicals |
3.7 |
|
|
2.2 |
|
| Consumer products |
2.9 |
|
|
3.2 |
|
| Containers and packaging |
3.3 |
|
|
3.7 |
|
| Distribution |
1.8 |
|
|
2.0 |
|
| Education |
0.3 |
|
|
0.6 |
|
| Energy equipment and services |
0.4 |
|
|
— |
|
| Financial services |
3.1 |
|
|
0.8 |
|
| Food and beverage |
5.3 |
|
|
4.8 |
|
| Healthcare equipment and services |
1.9 |
|
|
3.1 |
|
| Healthcare providers and services |
8.4 |
|
|
9.4 |
|
| Healthcare technology |
7.2 |
|
|
6.8 |
|
| Household products |
0.5 |
|
|
0.7 |
|
| Human resource support services |
2.9 |
|
|
3.4 |
|
| Infrastructure and environmental services |
0.8 |
|
|
0.0 |
|
Insurance(2) |
10.8 |
|
|
10.9 |
|
| Internet software and services |
13.2 |
|
|
14.6 |
|
Joint ventures(3) |
0.1 |
|
|
— |
|
| Leisure and entertainment |
2.5 |
|
|
1.9 |
|
| Manufacturing |
3.0 |
|
|
3.9 |
|
Pharmaceuticals(4) |
0.8 |
|
|
0.4 |
|
| Professional services |
3.3 |
|
|
2.9 |
|
| Specialty retail |
4.8 |
|
|
5.0 |
|
| Telecommunications |
0.8 |
|
|
0.4 |
|
| Transportation |
— |
|
|
0.3 |
|
| Total |
100.0 |
% |
|
100.0 |
% |
______________
(1)Includes debt and equity investment in Amergin AssetCo.
(2)Includes equity investment in Fifth Season.
(3)Includes equity investment in Credit SLF.
(4)Includes equity investment in LSI Financing.
The table below describes investments by geographic composition based on fair value as of the following periods:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2024 |
|
December 31, 2023 |
|
| United States: |
|
|
|
|
| Midwest |
25.0 |
% |
|
25.0 |
% |
|
| Northeast |
15.1 |
|
|
15.5 |
|
|
| South |
31.9 |
|
|
29.6 |
|
|
| West |
20.9 |
|
|
23.2 |
|
|
| International |
7.1 |
|
|
6.7 |
|
|
| Total |
100.0 |
% |
|
100.0 |
% |
|
The table below presents the weighted average yields and interest rates of our investments at fair value as of the following periods:
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2024 |
|
December 31, 2023 |
Weighted average total yield of portfolio(1) |
10.8 |
% |
|
11.6 |
% |
Weighted average total yield of debt and income producing securities(1) |
11.1 |
% |
|
12.1 |
% |
| Weighted average interest rate of debt securities |
10.9 |
% |
|
11.8 |
% |
| Weighted average spread over base rate of all floating rate debt investments |
5.9 |
% |
|
6.3 |
% |
________________
(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 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.
An investment will be placed on the Adviser's credit watch list when select events occur and will only be removed from the watch list with oversight of the Diversified Lending Investment Committee and/or other Blue Owl agent. Once an investment is on the credit watch list, the Adviser works with the borrower to resolve any financial stress through amendments, waivers or other alternatives. If a borrower defaults on its payment obligations, the Adviser's focus shifts to capital recovery. If an investment needs 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 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 Rating |
|
Description |
|
|
|
| 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 |
|
|
|
| 5 |
|
Investments 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.
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, 2024, one of our portfolio companies is on non-accrual. Our average annual gain/loss ratio is (0.11)%.
The table below presents the composition of our portfolio on the 1 to 5 rating scale as of the following periods:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2024 |
|
December 31, 2023 |
| Investment Rating |
Investments
at Fair Value |
|
Percentage of
Total Portfolio |
|
Investments
at Fair Value |
|
Percentage of
Total Portfolio |
| ($ in thousands) |
|
|
|
|
|
|
|
| 1 |
$ |
417,343 |
|
|
9.8 |
% |
|
$ |
442,688 |
|
|
12.3 |
% |
| 2 |
3,594,253 |
|
|
84.5 |
|
2,960,620 |
|
|
82.5 |
| 3 |
214,651 |
|
|
5.1 |
|
167,834 |
|
|
4.7 |
| 4 |
16,449 |
|
|
0.4 |
|
— |
|
|
— |
|
| 5 |
6,379 |
|
|
0.2 |
|
19,559 |
|
|
0.5 |
| Total |
$ |
4,249,075 |
|
|
100.0 |
% |
|
$ |
3,590,701 |
|
|
100.0 |
% |
The table below presents the amortized cost of our performing and non-accrual debt investments as of the following periods:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2024 |
|
December 31, 2023 |
| ($ in thousands) |
Amortized Cost |
|
Percentage |
|
Amortized Cost |
|
Percentage |
| Performing |
$ |
3,887,512 |
|
|
99.7 |
% |
|
$ |
3,218,317 |
|
|
99.4 |
% |
| Non-accrual |
12,199 |
|
|
0.3 |
|
|
20,121 |
|
|
0.6 |
|
| Total |
$ |
3,899,711 |
|
|
100.0 |
% |
|
$ |
3,238,438 |
|
|
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
Amergin
Amergin was created to invest in a leasing platform focused on railcar, aviation and other long-lived transportation assets. Amergin acquires existing on-lease portfolios of new and end-of-life railcars and related equipment and selectively purchases off-lease assets and is building a commercial aircraft portfolio through aircraft financing and engine acquisition on a sale and lease back basis. Amergin consists of Amergin AssetCo and Amergin Asset Management, LLC, which has entered into a Servicing Agreement with Amergin AssetCo. We made an initial equity investment to Amergin AssetCo on July 1, 2022. As of September 30, 2024, the fair market value of our investment in Amergin AssetCo was $21.9 million, of which $8.2 million is equity and $13.7 million is debt, and we had an unfunded equity commitment of $17.1 million. As of September 30, 2024, the fair market value of our investment in Amergin Asset Management, LLC was $1.6 million. Our investment in Amergin AssetCo is a co-investment made with our affiliates in accordance with the terms of the Order. We do not consolidate our equity interest in Amergin AssetCo.
Fifth Season Investments LLC
Fifth Season is a portfolio company created to invest in life insurance based assets, including secondary and tertiary life settlement and other life insurance exposures using detailed analytics, internal life expectancy review and sophisticated portfolio management techniques. On July 18, 2022, we made an initial equity investment in Fifth Season. As of September 30, 2024, the fair value of our equity investment in Fifth Season was $79.2 million. Our investment in Fifth Season is a co-investment with our affiliates in accordance with the terms of the Order 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 an initial investment to LSI Financing. As of September 30, 2024, the fair value of our investment in LSI Financing was $14.1 million. As of September 30, 2024, we had an unfunded commitment of $9.6 million. Our investment in LSI Financing is a co-investment with our affiliates in accordance with the terms of the Order that we received from the SEC. We do not consolidate our equity interest in LSI Financing.
Joint Venture - Blue Owl Credit SLF LLC
On May 6, 2024 Blue Owl Credit SLF LLC (“Credit SLF”), a Delaware limited liability company, was formed as a joint venture between us, Blue Owl Capital Corporation, Blue Owl Capital Corporation II, Blue Owl Credit Income Corp., Blue Owl Technology Finance Corp., Blue Owl Technology Finance Corp. II, Blue Owl Technology Income Corp., and State Teachers Retirement System of Ohio (“OSTRS”) (each, a “Credit SLF Member” and collectively, the “Credit SLF Members”). The Credit SLF Members co-manage Credit SLF. Credit SLF’s principal purpose is to make investments in senior secured loans to middle-market companies, broadly syndicated loans and senior and subordinated notes issued by collateralized loan obligations. Credit SLF is managed by a board consisting of an equal number of representatives appointed by each Credit SLF Member and which acts unanimously. Investment decisions must be approved by Credit SLF’s board. Our investment in Credit SLF is a co-investment made with its affiliates in accordance with the terms of the Order that we received from the SEC. We do not consolidate our non-controlling interest in Credit SLF.
Refer to
Exhibit 99.1 for the Credit SLF's Supplemental Financial Information.
Results of Operations
The table below represents the operating results for the following periods:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
| ($ in millions) |
2024 |
|
2023 |
|
2024 |
|
2023 |
|
|
| Total Investment Income |
$ |
129.0 |
|
|
$ |
107.2 |
|
|
$ |
365.7 |
|
|
$ |
311.3 |
|
|
|
| Less: Operating expenses |
79.2 |
|
|
37.9 |
|
|
216.6 |
|
|
109.4 |
|
|
|
| Net Investment Income (Loss) Before Taxes |
49.8 |
|
|
69.3 |
|
|
149.1 |
|
|
201.9 |
|
|
|
| Less: Income taxes (benefit), including excise taxes |
(0.7) |
|
|
0.2 |
|
|
— |
|
|
1.6 |
|
|
|
| Net Investment Income (Loss) After Taxes |
$ |
50.5 |
|
|
$ |
69.1 |
|
|
$ |
149.1 |
|
|
$ |
200.3 |
|
|
|
| Net change in unrealized gain (loss) |
0.1 |
|
|
4.2 |
|
|
(0.7) |
|
|
28.0 |
|
|
|
| Net realized gain (loss) |
(8.4) |
|
|
0.2 |
|
|
(12.6) |
|
|
(11.3) |
|
|
|
| Net Increase (Decrease) in Net Assets Resulting from Operations |
$ |
42.2 |
|
|
$ |
73.5 |
|
|
$ |
135.8 |
|
$ |
217.0 |
|
|
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 quarter ended September 30, 2024, our net asset value per share decreased, primarily driven by decreases in the fair value of certain debt investments.
Investment Income
The table below presents the composition of investment income for the following periods:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
| ($ in millions) |
2024 |
|
2023 |
|
2024 |
|
2023 |
|
|
| Interest income (excluding PIK interest income) |
$ |
110.5 |
|
|
$ |
89.9 |
|
|
$ |
310.8 |
|
|
$ |
253.9 |
|
|
|
| PIK interest income |
10.8 |
|
|
10.4 |
|
|
31.7 |
|
|
35.2 |
|
|
|
| Dividend income |
6.1 |
|
|
5.4 |
|
|
18.8 |
|
|
17.3 |
|
|
|
| Other income |
1.6 |
|
|
1.5 |
|
|
4.4 |
|
|
4.9 |
|
|
|
| Total investment income |
$ |
129.0 |
|
|
$ |
107.2 |
|
|
$ |
365.7 |
|
|
$ |
311.3 |
|
|
|
We generate revenues primarily in the form of interest income from the investments we hold. In addition, we may 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.
For the three months ended September 30, 2024 and 2023
Investment income increased by $21.8 million to $129.0 million for the three months ended September 30, 2024 from $107.2 million for the same period in prior year primarily due to an increase in interest income as a result of an increase in our debt investment portfolio which, at par, increased from $3.28 billion as of September 30, 2023, to $3.95 billion as of September 30, 2024. 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, these fees increased due to an increase in repayment activity for the period. Payment-in-kind interest and dividend income represented approximately 8.4% and 2.6%, respectively, of investment income for the three months ended September 30, 2024 and approximately 9.7% and 3.7%, respectively, of investment income for the three months ended September 30, 2023. 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, 2024 and 2023
Investment income increased by $54.4 million to $365.7 million for the nine months ended September 30, 2024 from $311.3 million for the same period in prior year primarily due to an increase in interest income as a result of an increase in our debt investment portfolio which, at par, increased from $3.28 billion as of September 30, 2023, to $3.95 billion as of September 30, 2024. Included in interest income are other fees such as prepayment fees and accelerated amortization of upfront fees from unscheduled paydowns which are non-recurring in nature. Period over period, these fees increased due to an increase in repayment activity for the period. Payment-in-kind interest and dividend income represented approximately 8.7% and 3.0%, respectively, of investment income for the nine months ended September 30, 2024 and approximately 11.3% and 4.1%, respectively, of investment income for the nine months ended September 30, 2023. We expect that investment income will vary based on a variety of factors including the pace of our originations and repayments.
Expenses
The table below presents expenses for the following periods:
|
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|
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|
|
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
| ($ in millions) |
2024 |
|
2023 |
|
2024 |
|
2023 |
|
|
|
|
|
|
|
|
|
|
|
|
| Interest expense |
48.5 |
|
|
31.1 |
|
|
127.0 |
|
|
89.4 |
|
|
|
| Management fee |
15.8 |
|
|
4.5 |
|
|
43.2 |
|
|
13.3 |
|
|
|
| Performance based incentive fees |
10.7 |
|
|
— |
|
|
28.5 |
|
|
— |
|
|
|
| Professional fees |
2.5 |
|
|
1.2 |
|
|
5.7 |
|
|
3.8 |
|
|
|
| Directors' fees |
0.2 |
|
|
0.3 |
|
|
0.7 |
|
|
0.7 |
|
|
|
| Listing advisory fees |
— |
|
|
— |
|
|
6.0 |
|
|
— |
|
|
|
| Other general and administrative |
1.5 |
|
|
0.8 |
|
|
5.5 |
|
|
2.2 |
|
|
|
| Total operating expenses |
$ |
79.2 |
|
|
$ |
37.9 |
|
|
$ |
216.6 |
|
|
$ |
109.4 |
|
|
|
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, 2024 and 2023
Total expenses increased by $41.3 million to $79.2 million for the three months ended September 30, 2024 from $37.9 million for the same period in prior year primarily due to an increase in management fees, incentive fees and interest expense of $11.3 million, $10.7 million and $17.4 million, respectively. The increase in interest expense was driven by an increase in average daily borrowings to $2.58 billion from $1.71 billion period over period, as well as an increase in the average interest rate to 7.1% from 6.8% period over period. Management fees increased due to an increase in our investment portfolio, which at fair value, increased from $3.57 billion as of September 30, 2023 to $4.25 billion as of September 30, 2024, as well as the increased fee rates effective as of our listing date, January 25, 2024. Incentive fees were not incurred prior to the Exchange Listing. 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, 2024 and 2023
Total expenses increased by $107.2 million to $216.6 million for the nine months ended September 30, 2024 from $109.4 million for the same period in prior year due to an increase in management fees, incentive fees, interest expense and other expenses of $29.9 million, $28.5 million, $37.6 million and $11.2 million, respectively. The increase in interest expense was driven by an increase in average daily borrowings to $2.26 billion from $1.71 billion period over period, as well as an increase in the average interest rate to 7.1% from 6.6% period over period. Management fees increased due to an increase in our investment portfolio, which at fair value, increased from $3.57 billion as of September 30, 2023 to $4.25 billion as of September 30, 2024, as well as the increased fee rates effective as of our listing date, January 25, 2024. Incentive fees were not incurred prior to the Exchange Listing and are pro-rated for the period ending September 30, 2024. The increase in other expenses was primarily driven by expenses associated with the Exchange Listing, including $6.0 million of listing advisory fees paid to external parties advising on our exchange listing, which are not anticipated to be recurring in nature. 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. As of September 30, 2024, we have generated undistributed taxable earnings “spillover” of $0.41 per share. The undistributed taxable earnings spillover will be carried forward toward distributions to be paid in accordance with RIC requirements. 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 months ended September 30, 2024, we recorded a reversal of U.S. federal excise tax of $0.7 million. For the nine months ended September 30, 2024, we recorded a reversal of U.S. federal excise tax of $16.2 thousand. For the three and nine months ended September 30, 2023, we accrued U.S federal excise tax of $0.2 million and $1.6 million, respectively.
Net Change in Unrealized Gains (Losses)
We fair value our portfolio investments quarterly and any changes in fair value are recorded as unrealized gains or losses. The table below presents the composition of net change in unrealized gains (losses) for the following periods:
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|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
| ($ in millions) |
2024 |
|
2023 |
|
2024 |
|
2023 |
|
|
| Net change in unrealized gain (loss) on investments |
$ |
— |
|
|
$ |
4.4 |
|
|
$ |
(1.1) |
|
|
$ |
28.0 |
|
|
|
| Net change in translation of assets and liabilities in foreign currencies |
0.3 |
|
|
(0.2) |
|
|
0.6 |
|
|
— |
|
|
|
| Income tax (provision) benefit |
(0.2) |
|
|
— |
|
|
(0.2) |
|
|
— |
|
|
|
| Net change in unrealized gain (loss) |
$ |
0.1 |
|
|
$ |
4.2 |
|
|
$ |
(0.7) |
|
|
$ |
28.0 |
|
|
|
For the three months ended September 30, 2024 and 2023
For the three months ended September 30, 2024, the net change in unrealized gain (loss) was primarily driven by decreases in the fair value of certain debt investments, offset by a reversal of a prior period unrealized loss that was realized during the period in connection with the restructuring of a debt investment and increases in the fair value of certain equity investments. As of September 30, 2024, the fair value of our debt investments as a percentage of principal was 98.6%, as compared to 98.7% as of June 30, 2024.
The ten largest contributors to the change in net unrealized gain (loss) on investments during the three months ended September 30, 2024 consisted of the following:
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|
| Portfolio Company |
|
Net Change in Unrealized
Gain (Loss)
|
($ in millions) |
|
| Pluralsight, LLC |
|
$ |
11.5 |
|
| KPCI Holdings, L.P. |
|
2.6 |
|
| Amergin Asset Management, LLC |
|
1.6 |
|
| Remaining Companies |
|
(0.7) |
|
| Peraton Corp. |
|
(1.0) |
|
| Fiesta Purchaser, Inc. (dba Shearer's Foods) |
|
(1.1) |
|
| Picard Holdco, LLC |
|
(1.2) |
|
| National Dentex Labs LLC (fka Barracuda Dental LLC) |
|
(2.5) |
|
| KPSKY Acquisition, Inc. (dba BluSky) |
|
(2.8) |
|
| ConAir Holdings LLC |
|
(3.0) |
|
Walker Edison Furniture Company LLC(1) |
|
(3.4) |
|
| Total |
|
$ |
— |
|
______________
(1)Portfolio company is a non-controlled, affiliated investment.
For the three months ended September 30, 2023, the net change in unrealized gain (loss) was primarily driven by an increase in the fair value of certain equity investments and credit spreads tightening across broader markets. As of September 30, 2023, the fair value of our debt investments as a percentage of principal was 98.6%, as compared to 98.5% as of June 30, 2023.
The ten largest contributors to the change in net unrealized gain (loss) on investments during the three months ended September 30, 2023 consisted of the following:
|
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|
|
|
|
|
|
|
| Portfolio Company |
|
Net Change in Unrealized
Gain (Loss)
|
($ in millions) |
|
| CD&R Value Building Partners I, L.P. (dba Belron) |
|
$ |
3.9 |
|
| Remaining Companies |
|
3.8 |
|
| Asurion, LLC |
|
1.0 |
|
| Covetrus, Inc. |
|
0.7 |
|
| Packaging Coordinators Midco, Inc. |
|
0.7 |
|
| Denali Buyerco, LLC (dba Summit Companies) |
|
0.6 |
|
| Muine Gall, LLC |
|
0.4 |
|
| Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services) |
|
(0.6) |
|
| Cornerstone OnDemand, Inc. |
|
(1.8) |
|
| Walker Edison Furniture Company LLC |
|
(2.0) |
|
| Notorious Topco, LLC (dba Beauty Industry Group) |
|
(2.3) |
|
| Total |
|
$ |
4.4 |
|
For the nine months ended September 30, 2024 and 2023
For the nine months ended September 30, 2024, the net change in unrealized gain (loss) was primarily driven by decreases in the fair value of certain debt investments, partially offset by increases in the fair value of certain equity investments.
As of September 30, 2024, the fair value of our debt investments as a percentage of principal was 98.6%, as compared to 98.6% as of December 31, 2023.
The ten largest contributors to the change in net unrealized gain (loss) on investments during the nine months ended September 30, 2024 consisted of the following:
|
|
|
|
|
|
|
|
|
| Portfolio Company |
|
Net Change in Unrealized
Gain (Loss)
|
($ in millions) |
|
| Remaining Companies |
|
$ |
7.7 |
|
Fifth Season Investments LLC(1) |
|
4.9 |
|
| KPCI Holdings, L.P. |
|
4.2 |
|
| Amergin Asset Management, LLC |
|
1.6 |
|
| Alera Group, Inc. |
|
(1.4) |
|
| When I Work, Inc. |
|
(1.5) |
|
| ConAir Holdings LLC |
|
(1.7) |
|
| Cornerstone OnDemand, Inc. |
|
(2.2) |
|
| KPSKY Acquisition, Inc. (dba BluSky) |
|
(3.0) |
|
| National Dentex Labs LLC (fka Barracuda Dental LLC) |
|
(3.1) |
|
Walker Edison Furniture Company LLC(1) |
|
(6.6) |
|
| Total |
|
$ |
(1.1) |
|
______________
(1)Portfolio company is a non-controlled, affiliated investment.
For the nine months ended September 30, 2023, the net change in unrealized gain (loss) 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 98.6%, as compared to 97.7% as of December 31, 2022. The primary drivers of our portfolio's unrealized gain was due to current market conditions, including credit spreads tightening across the broader markets, increase in fair value of certain equity investments, and the reversal of a prior period unrealized loss that was realized during the period in connection with the restructuring of a debt investment.
The ten largest contributors to the change in net unrealized gain (loss) on investments during the nine months ended September 30, 2023 consisted of the following:
|
|
|
|
|
|
|
|
|
| Portfolio Company |
|
Net Change in Unrealized
Gain (Loss)
|
($ in millions) |
|
| Remaining Companies |
|
$ |
12.7 |
|
| Walker Edison Furniture Company LLC |
|
9.2 |
|
| CD&R Value Building Partners I, L.P. (dba Belron) |
|
5.3 |
|
| Muine Gall, LLC |
|
2.5 |
|
| Asurion, LLC |
|
2.3 |
|
| ConAir Holdings LLC |
|
1.7 |
|
| Packaging Coordinators Midco, Inc. |
|
1.6 |
|
| Denali Buyerco, LLC (dba Summit Companies) |
|
1.3 |
|
| Elliott Alto Co-Investor Aggregator L.P. |
|
(2.1) |
|
| Notorious Topco, LLC (dba Beauty Industry Group) |
|
(3.2) |
|
| Cornerstone OnDemand, Inc. |
|
(3.3) |
|
| Total |
|
$ |
28.0 |
|
Net Realized Gains (Losses)
The table below presents the composition of realized gains and losses on fully exited portfolio companies, partially exited portfolio companies and foreign currency transactions for the following periods:
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
| ($ in millions) |
2024 |
|
2023 |
|
2024 |
|
2023 |
|
|
| Net realized gain (loss) on investments |
$ |
(8.3) |
|
|
$ |
0.2 |
|
|
$ |
(11.7) |
|
|
$ |
(11.2) |
|
|
|
| Net realized gain (loss) on foreign currency transactions |
(0.1) |
|
|
0.0 |
|
|
(0.9) |
|
|
(0.1) |
|
|
|
| Net realized gain (loss) |
$ |
(8.4) |
|
|
$ |
0.2 |
|
|
$ |
(12.6) |
|
|
$ |
(11.3) |
|
|
|
Realized Gross Internal Rate of Return
Since we began investing in 2020 through September 30, 2024, our exited investments have resulted in an aggregate cash flow realized gross internal rate of return to us of 11.4% (based on total capital invested of $1.97 billion and total proceeds from these exited investments of $2.33 billion).
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.
Financial Condition, Liquidity and Capital Resources
Our liquidity and capital resources are generated primarily from cash flows from interest and fees earned from our investments and principal repayments, our credit facilities, and other secured and unsecured debt. 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%. 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, 2024, our asset coverage ratio was 176%. 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 as of September 30, 2024, taken together with our available debt capacity of $367.6 million, is expected to be sufficient for our investing activities and to conduct our operations in the near term. 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, 2024, we had $151.3 million in cash. During the nine months ended September 30, 2024, cash used in operating activities was $517.5 million, primarily as a result of funding portfolio investments of $1.90 billion, partially offset by sales and repayments of $1.28 billion and other operating activity of $92.7 million. Lastly, cash provided by financing activities was $527.4 million during the period, which was the result of proceeds from net borrowings on our credit facilities, net of debt issuance costs, of $681.2 million, partially offset by distributions paid of $153.8 million.
Equity
Exchange Listing, Subscriptions and Drawdowns
In connection with our formation, we have the authority to issue 500,000,000 common shares at $0.01 per share par value.
On January 25, 2024, our common stock was listed and began trading on the New York Stock Exchange (“NYSE”) under the symbol “OBDE” (the “Exchange Listing”).
On June 4, 2020, the Company issued 100 common shares for $1,500 to the Adviser.
We have entered into subscription agreements (the “Subscription Agreements”) with investors providing for the private placement of our common shares. Under the terms of the Subscription Agreements, investors were required to fund drawdowns to purchase our common shares up to the amount of their respective Capital Commitment on an as-needed basis each time we delivered a drawdown notice to our investors. As of June 16, 2022, all Capital Commitments had been drawn.
There were no sales of the Company’s common stock during the nine months ended September 30, 2024 and 2023.
In connection with the Exchange Listing, the Board of Directors determined to eliminate outstanding fractional shares of the Company’s common stock, as permitted by Maryland General Corporation Law. On January 16, 2024, the Company eliminated the fractional shares by rounding up the number of fractional shares held by each shareholder to the nearest whole share.
Following the Exchange Listing, without prior written consent of our Board:
•For 180 days, a shareholder is not permitted to transfer (whether by sale, gift, merger, by operation of law or otherwise), exchange, assign, pledge, hypothecate or otherwise dispose of or encumber any shares of our common stock held by such shareholder prior to the date of the Exchange Listing (the “First Lock-Up Period”);
•For 270 days, a shareholder is not permitted to transfer (whether by sale, gift, merger, by operation of law or otherwise), exchange, assign, pledge, hypothecate or otherwise dispose of or encumber two-thirds of the shares of our common stock held by such shareholder prior to the date of the Exchange Listing (the “Second Lock-Up Period”); and
•For 365 days, a shareholder is not permitted to transfer (whether by sale, gift, merger, by operation of law or otherwise), exchange, assign, pledge, hypothecate or otherwise dispose of or encumber one-third of the shares of our common stock held by such shareholder prior to the date of the Exchange Listing (the “Third Lock-Up Period”).
In connection with the Exchange Listing, a pro rata portion of each shareholder’s shares of our common stock that was outstanding prior to the Exchange Listing was released from each of the First, Second and Third Lock-Up Periods. On May 29, 2024, the Board of Directors waived the transfer restrictions with respect to 19,491,245 shares of our common stock, effective June 5, 2024, and as a result, approximately half of each shareholder’s shares that would otherwise become freely tradeable upon expiration of the First Lock-Up Period became freely tradeable on June 5, 2024.
On July 23, 2024, the First Lock-Up Period expired and on October 18, 2024, the Second Lock-Up Period expired. Generally, all of our common stock that has been outstanding for more than six months are eligible for public sale pursuant to Rule 144 under the Securities Act; however, certain affiliates will have to comply with the additional requirements relating to the manner of sale, volume limitation and notice provisions in order to rely on Rule 144.
If the Mergers are consummated before January 24, 2025, any portion of the Company's Common Stock outstanding prior to the Mergers subject to transfer restrictions (or “lock-ups”) will have the transfer restrictions waived immediately prior to the Effective Time.
Distributions
The following table reflects the distributions declared on shares of our common stock during the nine months ended September 30, 2024:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2024 |
| Date Declared |
|
Record Date |
|
Payment Date |
|
Distribution per Share |
|
|
|
|
|
|
|
| August 6, 2024 |
|
September 30, 2024 |
|
October 15, 2024 |
|
$ |
0.35 |
|
| January 12, 2024 (special dividend) |
|
August 30, 2024 |
|
September 13, 2024 |
|
$ |
0.06 |
|
| May 7, 2024 |
|
June 28, 2024 |
|
July 15, 2024 |
|
$ |
0.35 |
|
| January 12, 2024 (special dividend) |
|
May 31, 2024 |
|
June 14, 2024 |
|
$ |
0.06 |
|
| January 12, 2024 |
|
March 29, 2024 |
|
April 15, 2024 |
|
$ |
0.35 |
|
On January 12, 2024, the Board declared, in addition to the $0.06 special dividend paid on June 14, 2024 and September 13, 2024, three special dividends of $0.06 per share, payable on or before December 13, 2024, March 14, 2025 and June 13, 2025 to shareholders of record as of November 29, 2024, February 28, 2025 and May 30, 2025.
The following table reflects the distributions declared on shares of our common stock during the nine months ended September 30, 2023:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2023 |
| Date Declared |
|
Record Date |
|
Payment Date |
|
Distribution per Share |
|
|
|
|
|
|
|
| August 8, 2023 |
|
September 30, 2023 |
|
November 15, 2023 |
|
$ |
0.48 |
|
| May 9, 2023 |
|
June 30, 2023 |
|
August 15, 2023 |
|
$ |
0.48 |
|
| February 21, 2023 |
|
March 31, 2023 |
|
May 15, 2023 |
|
$ |
0.44 |
|
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
With respect to distributions, we 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 our common stock rather than receiving cash distributions.
Prior to the Exchange Listing, the number of shares to be issued to a shareholder under the dividend reinvestment plan was determined by dividing the total dollar amount of the distribution payable to such shareholder by the net asset value per share of our common stock, as of the last day of our calendar quarter immediately preceding the date such distribution was declared.
In connection with the Exchange Listing, we entered into our amended and restated dividend reinvestment plan, pursuant to which, 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 $14.00 per share, we will issue shares at $14.00 per share. 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 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.
The following table reflects the common stock issued pursuant to the dividend reinvestment plan during the nine months ended September 30, 2024:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Date Declared |
|
Record Date |
|
Payment Date |
|
Shares |
|
| January 12, 2024 |
|
August 30, 2024 |
|
September 13, 2024 |
|
30,225 |
|
(1) |
| May 7, 2024 |
|
June 28, 2024 |
|
July 15, 2024 |
|
266,530 |
|
(1) |
| January 12, 2024 |
|
May 31, 2024 |
|
June 14, 2024 |
|
39,272 |
|
(1) |
| January 12, 2024 |
|
March 29, 2024 |
|
April 15, 2024 |
|
225,003 |
|
|
| November 7, 2023 |
|
December 29, 2023 |
|
January 31, 2024 |
|
313,887 |
|
|
_______________
(1)Shares purchased in the open market in order to satisfy dividends reinvested under our dividend reinvestment program.
The following table reflects the common stock issued pursuant to the dividend reinvestment plan during the nine months ended September 30, 2023:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Date Declared |
|
Record Date |
|
Payment Date |
|
Shares |
|
|
|
|
|
|
|
| May 9, 2023 |
|
June 30, 2023 |
|
August 15, 2023 |
|
276,147 |
|
| February 21, 2023 |
|
March 31, 2023 |
|
May 15, 2023 |
|
809,043 |
|
| November 1, 2022 |
|
December 31, 2022 |
|
January 31, 2023 |
|
762,549 |
|
Repurchase Program
In connection with the Exchange Listing, the Board approved a repurchase program (the “Repurchase Program”) under which we may repurchase up to $100 million of shares of our outstanding common stock. Under the Repurchase Program, purchases may be made at management’s discretion from time to time in open-market transactions, in accordance with all applicable securities laws and regulations. Unless extended by the Board, the Repurchase Program will terminate 12-months from the date of the Exchange Listing. During the nine months ended September 30, 2024, the Company did not repurchase issued and outstanding shares.
Debt
Aggregate Borrowings
Debt obligations consisted of the following as of the following periods:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2024 |
| ($ in thousands) |
Aggregate Principal Committed |
|
Outstanding Principal |
|
Amount Available(1) |
|
Unamortized Debt Issuance Costs |
|
Net Carrying Value |
Revolving Credit Facility(2) |
$ |
600,000 |
|
|
$ |
295,580 |
|
|
$ |
304,420 |
|
|
$ |
(7,186) |
|
|
$ |
288,394 |
|
| SPV Asset Facility I |
$ |
525,000 |
|
|
$ |
525,000 |
|
|
$ |
— |
|
|
$ |
(5,597) |
|
|
$ |
519,403 |
|
| SPV Asset Facility II |
$ |
350,000 |
|
|
$ |
350,000 |
|
|
$ |
— |
|
|
$ |
(1,212) |
|
|
$ |
348,788 |
|
| SPV Asset Facility III |
$ |
300,000 |
|
|
$ |
220,000 |
|
|
$ |
63,163 |
|
|
$ |
(2,223) |
|
|
$ |
217,777 |
|
| CLO XIV |
$ |
260,000 |
|
|
$ |
260,000 |
|
|
$ |
— |
|
|
$ |
(1,780) |
|
|
$ |
258,220 |
|
| 2027 Notes |
$ |
325,000 |
|
|
$ |
325,000 |
|
|
$ |
— |
|
|
$ |
(2,102) |
|
|
$ |
322,898 |
|
| July 2025 Notes |
$ |
142,000 |
|
|
$ |
142,000 |
|
|
$ |
— |
|
|
$ |
(441) |
|
|
$ |
141,559 |
|
| July 2027 Notes |
$ |
250,000 |
|
|
$ |
250,000 |
|
|
$ |
— |
|
|
$ |
(2,023) |
|
|
$ |
247,977 |
|
| Series 2023A Notes |
$ |
100,000 |
|
|
$ |
100,000 |
|
|
$ |
— |
|
|
$ |
(864) |
|
|
$ |
99,136 |
|
| Total Debt |
$ |
2,852,000 |
|
|
$ |
2,467,580 |
|
|
$ |
367,583 |
|
|
$ |
(23,428) |
|
|
$ |
2,444,152 |
|
________________
(1)The amount available reflects any limitations related to each credit facility’s borrowing base.
(2)Net Carrying Value includes the unrealized translation gain (loss) on borrowings denominated in foreign currencies.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2023 |
| ($ in thousands) |
Aggregate Principal Committed |
|
Outstanding Principal |
|
Amount Available(1) |
|
Unamortized Debt Issuance Costs |
|
Net Carrying Value |
Revolving Credit Facility(2) |
$ |
575,000 |
|
|
$ |
118,119 |
|
|
$ |
456,881 |
|
|
$ |
(8,188) |
|
|
$ |
109,931 |
|
| SPV Asset Facility I |
$ |
525,000 |
|
|
$ |
265,000 |
|
|
$ |
141,856 |
|
|
$ |
(6,768) |
|
|
$ |
258,232 |
|
| SPV Asset Facility II |
$ |
350,000 |
|
|
$ |
320,000 |
|
|
$ |
13,558 |
|
|
$ |
(1,633) |
|
|
$ |
318,367 |
|
| CLO XIV |
$ |
260,000 |
|
|
$ |
260,000 |
|
|
$ |
— |
|
|
$ |
(1,900) |
|
|
$ |
258,100 |
|
| 2027 Notes |
$ |
325,000 |
|
|
$ |
325,000 |
|
|
$ |
— |
|
|
$ |
(2,698) |
|
|
$ |
322,302 |
|
| July 2025 Notes |
$ |
142,000 |
|
|
$ |
142,000 |
|
|
$ |
— |
|
|
$ |
(851) |
|
|
$ |
141,149 |
|
| July 2027 Notes |
$ |
250,000 |
|
|
$ |
250,000 |
|
|
$ |
— |
|
|
$ |
(2,548) |
|
|
$ |
247,452 |
|
| Series 2023A Notes |
$ |
100,000 |
|
|
$ |
100,000 |
|
|
$ |
— |
|
|
$ |
(1,037) |
|
|
$ |
98,963 |
|
| Total Debt |
$ |
2,527,000 |
|
|
$ |
1,780,119 |
|
|
$ |
612,295 |
|
|
$ |
(25,623) |
|
|
$ |
1,754,496 |
|
________________
(1)The amount available reflects any limitations related to each credit facility’s borrowing base.
(2)Includes the unrealized translation gain (loss) on borrowings denominated in foreign currencies.
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) |
2024 |
|
2023 |
|
2024 |
|
2023 |
|
|
| Interest expense |
$ |
46,577 |
|
|
$ |
29,668 |
|
|
$ |
121,566 |
|
|
$ |
85,204 |
|
|
|
| Amortization of debt issuance costs |
1,913 |
|
|
1,436 |
|
|
5,409 |
|
|
4,152 |
|
|
|
| Total Interest Expense |
$ |
48,490 |
|
|
$ |
31,104 |
|
|
$ |
126,975 |
|
|
$ |
89,356 |
|
|
|
| Average interest rate |
7.1 |
% |
|
6.8 |
% |
|
7.1 |
% |
|
6.6 |
% |
|
|
| Average daily borrowings |
$ |
2,576,811 |
|
|
$ |
1,707,803 |
|
|
$ |
2,261,346 |
|
|
$ |
1,713,355 |
|
|
|
Senior Securities
The table below presents information about our senior securities as of the following periods.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 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) |
Subscription Credit Facility(5) |
|
|
|
|
|
|
|
|
| December 31, 2021 |
|
$ |
— |
|
|
$ |
— |
|
|
— |
|
|
N/A |
| December 31, 2020 |
|
$ |
228.8 |
|
|
$ |
2,250 |
|
|
— |
|
|
N/A |
| Revolving Credit Facility |
|
|
|
|
|
|
|
|
| September 30, 2024 (Unaudited) |
|
$ |
295.6 |
|
|
$ |
1,765 |
|
|
— |
|
|
N/A |
| December 31, 2023 |
|
$ |
118.1 |
|
|
$ |
2,059 |
|
|
— |
|
|
N/A |
| December 31, 2022 |
|
$ |
144.4 |
|
|
$ |
2,066 |
|
|
— |
|
|
N/A |
| December 31, 2021 |
|
$ |
215.7 |
|
|
$ |
2,331 |
|
|
— |
|
|
N/A |
| SPV Asset Facility I |
|
|
|
|
|
|
|
|
| September 30, 2024 (Unaudited) |
|
$ |
525.0 |
|
|
$ |
1,765 |
|
|
— |
|
|
N/A |
| December 31, 2023 |
|
$ |
265.0 |
|
|
$ |
2,059 |
|
|
— |
|
|
N/A |
| December 31, 2022 |
|
$ |
500.0 |
|
|
$ |
2,066 |
|
|
— |
|
|
N/A |
| December 31, 2021 |
|
$ |
575.0 |
|
|
$ |
2,331 |
|
|
— |
|
|
N/A |
| SPV Asset Facility II |
|
|
|
|
|
|
|
|
| September 30, 2024 (Unaudited) |
|
$ |
350.0 |
|
|
$ |
1,765 |
|
|
— |
|
|
N/A |
| December 31, 2023 |
|
$ |
320.0 |
|
|
$ |
2,059 |
|
|
— |
|
|
N/A |
| December 31, 2022 |
|
$ |
320.0 |
|
|
$ |
2,066 |
|
|
— |
|
|
N/A |
| December 31, 2021 |
|
$ |
135.0 |
|
|
$ |
2,331 |
|
|
— |
|
|
N/A |
| SPV Asset Facility III |
|
|
|
|
|
|
|
|
| September 30, 2024 (Unaudited) |
|
$ |
220.0 |
|
|
$ |
1,765 |
|
|
— |
|
|
N/A |
| CLO XIV |
|
|
|
|
|
|
|
|
| September 30, 2024 (Unaudited) |
|
$ |
260.0 |
|
|
$ |
1,765 |
|
|
— |
|
|
N/A |
| December 31, 2023 |
|
$ |
260.0 |
|
|
$ |
2,059 |
|
|
— |
|
|
N/A |
| 2027 Notes |
|
|
|
|
|
|
|
|
| September 30, 2024 (Unaudited) |
|
$ |
325.0 |
|
|
$ |
1,765 |
|
|
— |
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 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) |
| December 31, 2023 |
|
$ |
325.0 |
|
|
$ |
2,059 |
|
|
— |
|
|
N/A |
| December 31, 2022 |
|
$ |
325.0 |
|
|
$ |
2,066 |
|
|
— |
|
|
N/A |
| December 31, 2021 |
|
$ |
325.0 |
|
|
$ |
2,331 |
|
|
— |
|
|
N/A |
| July 2025 Notes |
|
|
|
|
|
|
|
|
| September 30, 2024 (Unaudited) |
|
$ |
142.0 |
|
|
$ |
1,765 |
|
|
— |
|
|
N/A |
| December 31, 2023 |
|
$ |
142.0 |
|
|
$ |
2,059 |
|
|
— |
|
|
N/A |
| December 31, 2022 |
|
$ |
142.0 |
|
|
$ |
2,066 |
|
|
— |
|
|
N/A |
| July 2027 Notes |
|
|
|
|
|
|
|
|
| September 30, 2024 (Unaudited) |
|
$ |
250.0 |
|
|
$ |
1,765 |
|
|
— |
|
|
N/A |
| December 31, 2023 |
|
$ |
250.0 |
|
|
$ |
2,059 |
|
|
— |
|
|
N/A |
| December 31, 2022 |
|
$ |
250.0 |
|
|
$ |
2,066 |
|
|
— |
|
|
N/A |
| Series 2023A Notes |
|
|
|
|
|
|
|
|
| September 30, 2024 (Unaudited) |
|
$ |
100.0 |
|
|
$ |
1,765 |
|
|
— |
|
|
N/A |
| December 31, 2023 |
|
$ |
100.0 |
|
|
$ |
2,059 |
|
|
— |
|
|
N/A |
| Promissory Note(6) |
|
|
|
|
|
|
|
|
| December 31, 2022 |
|
$ |
— |
|
|
$ |
2,066 |
|
|
— |
|
|
N/A |
| December 31, 2021 |
|
$ |
— |
|
|
$ |
2,331 |
|
|
— |
|
|
N/A |
________________
(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 because the senior securities are not registered for public trading.
(5)Facility was terminated in 2021.
(6)Facility was terminated in 2022.
Description of Facilities
Credit Facilities
Revolving Credit Facility
On December 14, 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 September 10, 2021. The parties to the Revolving Credit Facility include us, as Borrower, the lenders from time to time parties thereto and JPMorgan Chase Bank, N.A. as Administrative Agent. On December 21, 2023 (the “Revolving Credit Facility First Amendment Date”), the parties to the Revolving Credit Facility entered into an amendment to, among other things, extend the availability period and maturity date, convert a portion of the then-existing revolver availability into term loan availability and reduce the credit adjustment spread to 0.10% for all U.S. dollar-denominated Loan tenors. The following describes the terms of the Revolving Credit Facility amended through February 29, 2024.
The Revolving Credit Facility is guaranteed by certain of our subsidiaries in existence on the Revolving Credit Facility First Amendment Date, and will be guaranteed by certain subsidiaries of ours that are formed or acquired by us thereafter (collectively, the “Guarantors”).
Proceeds of the Revolving Credit Facility may be used for general corporate purposes, including the funding of portfolio investments.
As of February 29, 2024, the Revolving Credit Facility provides for (a) a term loan in a principal amount of $75.0 million (which term loan amount was increased from $50.0 million on February 29, 2024) and (b) subject to availability under the borrowing base, which is based on our portfolio investments and other outstanding indebtedness, a revolving credit facility in a principal amount of up to $525.0 million (the aggregate outstanding term loans and revolving credit facility commitments increased from $575.0 million to $600.0 million on February 29, 2024). The amount available for borrowing under the Revolving Credit Facility is reduced by any outstanding letters of credit issued through the Revolving Credit Facility. Maximum capacity under the Revolving Credit Facility may be increased to $1.10 billion through the exercise by us of an uncommitted accordion feature through which existing and new lenders may, at their option, agree to provide additional financing. The Revolving Credit Facility 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 and includes a $100.0 million limit for swingline loans.
As of the Revolving Credit Facility First Amendment Date, the availability period with respect to the revolving credit facility under the Revolving Credit Facility will terminate on December 21, 2027 (the “Revolving Credit Facility Commitment Termination Date”) and the Revolving Credit Facility will mature on December 21, 2028 (the “Revolving Credit Facility Maturity Date”). During the period from the Revolving Credit Facility Commitment Termination Date to the 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 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 the 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 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 daily 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 liquidity and other maintenance covenants, as well as customary events of default. The Revolving Credit Facility requires a minimum asset coverage ratio with respect to our consolidated assets and our subsidiaries to senior securities that constitute indebtedness of no less than 1.50 to 1.00 at any time.
Subscription Credit Facility
On August 12, 2020 (the “Closing Date”), we entered into a revolving credit facility (the “Subscription Credit Facility”) with State Street Bank and Trust Company (“State Street”) as administrative agent (the “Administrative Agent”), and State Street and PNC Bank, National Association (“PNC”), as lenders.
The Subscription Credit Facility permitted the Company to borrow up to $550 million, subject to availability under the borrowing base, which was based on unused capital commitments. Effective November 12, 2021, the outstanding balance on the Subscription Credit Facility was paid in full and the facility was terminated pursuant to its terms.
Borrowings under the Subscription Credit Facility bore interest, at our election at the time of drawdown, at a rate per annum equal to (i) in the case of LIBOR rate loans, an adjusted LIBOR rate for the applicable interest period plus 2.00% or (ii) in the case of reference rate loans, the greatest of (A) a prime rate plus 1.00%, (B) the federal funds rate plus 1.50%, and (C) one-month LIBOR plus 1.00%. Loans were able to be converted from one rate to another at any time at our election, subject to certain conditions. We predominantly borrowed utilizing LIBOR loans, generally electing one-month LIBOR upon borrowing. We also paid an unused commitment fee of 0.25% per annum on the unused commitments.
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 I
On July 29, 2021 (the “SPV Asset Facility I Closing Date”), ORCC III Financing LLC (“ORCC III Financing”), a Delaware limited liability company and newly formed subsidiary entered into a Credit Agreement (as amended through the date hereof, the “SPV Asset Facility I”), with ORCC III Financing, as borrower, us, as equityholder, the Adviser, as collateral manager, the lenders from time to time parties thereto, Société Générale, as agent, State Street Bank and Trust Company, as collateral agent, collateral administrator and custodian, and Alter Domus (US) LLC as collateral custodian. The parties to the SPV Asset Facility I have entered into various amendments, including to admit new lenders, increase the maximum principal amount available under the facility, add a swingline commitment to 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 I amended through June 28, 2024 (the “SPV Asset Facility I Fifth Amendment Date”).
From time to time, we expect to sell and contribute certain investments to ORCC III Financing pursuant to a Sale and Contribution Agreement by and between us and ORCC III Financing. No gain or loss will be recognized as a result of the contribution. Proceeds from the SPV Asset Facility I will be used to finance the origination and acquisition of eligible assets by ORCC III Financing, including the purchase of such assets from us. We retain a residual interest in assets contributed to or acquired by ORCC III Financing through our ownership of ORCC III Financing. The maximum principal amount of the SPV Asset Facility I is $525.0 million (decreased from $625.0 million on December 8, 2023), which can be drawn in multiple currencies subject to certain conditions; the availability of this amount is subject to the borrowing base, which is determined on the basis of the value and types of ORCC III Financing’s assets from time to time, and satisfaction of certain conditions, including certain concentration limits. The SPV Asset Facility I includes a $100.0 million sub-limit for swingline loans.
The SPV Asset Facility I provides for the ability to (1) draw term loans and (2) draw and redraw revolving loans under the SPV Asset Facility I through March 16, 2026, unless the commitments are terminated sooner as provided in the SPV Asset Facility I (the “Commitment Termination Date”). Unless otherwise terminated, the SPV Asset Facility I will mature on March 15, 2028 (the “SPV Asset Facility I Stated Maturity”). Prior to the SPV Asset Facility I Stated Maturity, proceeds received by ORCC III Financing 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 I Stated Maturity, ORCC III Financing 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.
Amounts drawn in U.S. dollars bear interest at SOFR plus a spread of 2.70%; amounts drawn in Canadian dollars bear interest at Term CORRA plus a spread of 2.70%; amounts drawn in Euros bear interest at EURIBOR plus a spread of 2.70%; and amounts drawn in British pounds bear interest either at SONIA plus a spread of 2.6693% or at an alternate base rate plus a spread of 2.70%. From the SPV Asset Facility I Closing Date to the Commitment Termination Date, there is a commitment fee, calculated on a daily basis, ranging from 0.00% to 1.00% on the undrawn amount under the SPV Asset Facility I. The SPV Asset Facility I contains customary covenants, including certain limitations on the activities of ORCC III Financing, including limitations on incurrence of incremental indebtedness, and customary events of default. The SPV Asset Facility I is secured by a perfected first priority security interest in the assets of ORCC III Financing and on any payments received by ORCC III Financing in respect of those assets.
Assets pledged to the lenders under the SPV Asset Facility I will not be available to pay our debts.
Borrowings of ORCC III Financing are considered our borrowings for purposes of complying with the asset coverage requirements under the 1940 Act.
SPV Asset Facility II
On December 2, 2021 (the “SPV Asset Facility II Closing Date”), ORCC III Financing II LLC (“ORCC III Financing II”), a Delaware limited liability company and newly formed subsidiary entered into a loan financing and servicing agreement (the “SPV Asset Facility II”), with ORCC III Financing II, as borrower, us, as equityholder and services provider, the lenders from time to time parties thereto, Deutsche Bank AG, New York Branch, as facility agent, State Street Bank and Trust Company, as collateral agent and Alter Domus (US) LLC, as collateral custodian. The parties to the SPV Asset Facility II have entered an amendment which converted the benchmark rate of the facility from LIBOR to term SOFR and added an additional lender and reallocated lender commitments. The following describes the terms of SPV Asset Facility II amended through February 18, 2022 (the “SPV Asset Facility II First Amendment Date”).
From time to time, we expect to sell and contribute certain loan assets to ORCC III Financing II pursuant to a Sale and Contribution Agreement by and between us and ORCC III 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 III Financing II, including the purchase of such assets from us. We retain a residual interest in assets contributed to or acquired by ORCC III Financing II through our ownership of ORCC III Financing II. The maximum principal amount of the SPV Asset Facility II is $350.0 million; the availability of this amount is subject to a borrowing base test, which is based on the value of ORCC III Financing II’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 II provides for the ability to borrow, reborrow, repay and prepay advances under the SPV Asset Facility II for a period of up to three years after the SPV Asset Facility II Closing Date unless such period is extended or accelerated under the terms of the SPV Asset Facility II (the “SPV Asset Facility II Revolving Period”). Unless otherwise extended, accelerated or terminated under the terms of the SPV Asset Facility II, the SPV Asset Facility II will mature on the date that is two years after the last day of the SPV Asset Facility II Revolving Period (the “SPV Asset Facility II Termination Date”). Prior to the SPV Asset Facility II Termination Date, proceeds received by ORCC III Financing II from principal and interest, dividends, or fees on assets must be used to pay fees, expenses and interest on outstanding advances, and the excess may be returned to the Company, subject to certain conditions. On the SPV Asset Facility II Termination Date, ORCC III Financing II must pay in full all outstanding fees and expenses and all principal and interest on outstanding advances, and the excess may be returned to us.
Amounts drawn bear interest at SOFR (or, in the case of certain lenders that are commercial paper conduits, the lower of (a) their cost of funds and (b) SOFR, such SOFR not to be lower than zero) plus a spread equal to 1.95% per annum, which spread will increase (a) on and after the end of the SPV Asset Facility II Revolving Period by 0.15% per annum if no event of default has occurred and (b) by 2.00% per annum upon the occurrence of an event of default (such spread, the “Applicable Margin”). SOFR may be replaced as a base rate under certain circumstances. During the SPV Asset Facility II Revolving Period, ORCC III Financing II will pay an undrawn fee ranging from 0.00% to 0.25% per annum on the undrawn amount, if any, of the revolving commitments in the SPV Asset Facility II. During the SPV Asset Facility II Revolving Period, if the undrawn commitments are in excess of a certain portion (initially 12.5% and increasing in stages to 25%, 50% and 70%) of the total commitments under the SPV Asset Facility II, ORCC III Financing II will also pay 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. ORCC III Financing II will also pay Deutsche Bank AG, New York Branch, certain fees (and reimburse certain expenses) in connection with its role as facility agent. The SPV Asset Facility II contains customary covenants, including certain financial maintenance covenants, limitations on the activities of ORCC III 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 III Financing II and on any payments received by ORCC III Financing II in respect of those assets. Assets pledged to the lenders will not be available to pay our debts.
Borrowings of ORCC III Financing II are considered our borrowings for purposes of complying with the asset coverage requirements under the 1940 Act.
SPV Asset Facility III
On March 20, 2024 (the “SPV Asset Facility III Closing Date”), OBDC III Financing III LLC (“OBDC III Financing III”), a Delaware limited liability company and newly formed subsidiary, entered into a Credit Agreement (the “SPV Asset Facility III”), with OBDC III Financing III, as borrower, the Adviser, as servicer, the lenders from time to time parties thereto, Bank of America, N.A., as administrative agent, State Street Bank and Trust Company, as collateral agent, and Alter Domus (US) LLC, as collateral custodian.
From time to time, we expect to sell and contribute certain investments to OBDC III Financing III pursuant to a Sale and Contribution Agreement, dated as of the SPV Asset Facility III Closing Date, by and between us and OBDC III Financing III. No gain or loss will be recognized as a result of the contribution. Proceeds from the SPV Asset Facility III will be used to finance the origination and acquisition of eligible assets by OBDC III Financing III, including the purchase of such assets from us. We retain a residual interest in assets contributed to or acquired by OBDC III Financing III through our ownership of OBDC III Financing III. The maximum principal amount of the SPV Asset Facility III is $300.0 million, which can be drawn in multiple currencies subject to certain conditions; the availability of this amount is subject to the borrowing base, which is determined on the basis of the value and types of OBDC III Financing III’s assets from time to time, and satisfaction of certain conditions, including certain portfolio criteria.
The SPV Asset Facility III provides for the ability to draw and redraw revolving loans under the SPV Asset Facility III for a period of up to three years after the SPV Asset Facility III Closing Date unless the commitments are terminated sooner as provided in the SPV Asset Facility III (the “SPV Asset Facility III Availability Period”). Unless otherwise terminated, the SPV Asset Facility III will mature on March 20, 2029 (the “SPV Asset Facility III Maturity Date”). To the extent the commitments are terminated or permanently reduced during the first two years following the SPV Asset Facility III Closing Date, OBDC III Financing III may owe a prepayment penalty. Prior to the SPV Asset Facility III Maturity Date, proceeds received by OBDC III Financing III 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 III Maturity Date, OBDC III Financing III 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.
Amounts drawn in U.S. dollars are benchmarked to Daily SOFR, amounts drawn in British pounds are benchmarked to SONIA plus an adjustment of 0.11930%, amounts drawn in Canadian dollars are benchmarked to Daily Simple CORRA plus an adjustment of 0.29547%, and amounts drawn in Euros are benchmarked to EURIBOR, and in each case plus a spread equal to the Applicable Rate. The “Applicable Rate” ranges from 1.75% to 2.50% depending on the composition of the collateral. The SPV Asset Facility III also allows for amounts drawn in U.S. dollars to bear interest at an alternate base rate without a spread. During the Availability Period, there is a commitment fee subject to minimum utilization, calculated on a daily basis, ranging from 0.25% to 1.25% on the undrawn amount under the Secured Credit Facility. The SPV Asset Facility III contains customary covenants, including certain limitations on the activities of OBDC III Financing III, including limitations on incurrence of incremental indebtedness, and customary events of default. The SPV Asset Facility III is secured by a perfected first priority security interest in the assets of OBDC III Financing III and on any payments received by OBDC III Financing III in respect of those assets. Assets pledged to the lenders under the SPV Asset Facility III will not be available to pay our debts.
Borrowings of OBDC III Financing III are considered our borrowings for purposes of complying with the asset coverage requirements under the 1940 Act.
Debt Securitization Transactions
CLO XIV
On November 21, 2023 (the “CLO XIV Closing Date”), we completed a $397.3 million term debt securitization transaction (the “CLO XIV 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 XIV Transaction and the secured loan borrowed in the CLO XIV Transaction were issued and incurred, as applicable, by our consolidated subsidiary Blue Owl CLO XIV, LLC, a limited liability organized under the laws of the State of Delaware (the “CLO XIV 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 XIV Issuer.
The CLO XIV 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 Closing Date (the “CLO XIV Indenture”), by and among the CLO XIV Issuer and State Street Bank and Trust Company: (i) $203.0 million of AAA(sf) Class A Notes, which bear interest at three-month term SOFR plus 2.40% and (ii) $32.0 million of AA(sf) Class B Notes, which bear interest at three-month term SOFR plus 3.25% (together, the “CLO XIV Secured Notes”) and (B) the borrowing by the CLO XIV Issuer of $25.0 million under floating rate Class A-L loans (the “CLO XIV Class A-L Loans” and together with the CLO XIV Secured Notes, the “CLO XIV Debt”).
The CLO XIV Class A-L Loans bear interest at three-month term SOFR plus 2.40%. The CLO XIV Class A-L Loans were borrowed under a credit agreement (the “CLO XIV Class A-L Credit Agreement”), dated as of the CLO XIV Closing Date, by and among the CLO XIV Issuer, as borrower, various financial institutions, as lenders, and State Street Bank and Trust Company, as collateral trustee and loan agent. The CLO XIV Debt is secured by middle-market loans, participation interests in middle-market loans and other assets of the CLO XIV Issuer. The CLO XIV Debt is scheduled to mature on the Payment Date (as defined in the CLO XIV Indenture) in October, 2035. The CLO XIV Secured Notes were privately placed by SG Americas Securities, LLC as Initial Purchaser.
Concurrently with the issuance of the CLO XIV Secured Notes and the borrowing under the CLO XIV Class A-L Loans, the CLO XIV Issuer issued approximately $137.3 million of subordinated securities in the form of 137,300 preferred shares at an issue price of U.S.$1,000 per share (the “CLO XIV Preferred Shares”). The CLO XIV Preferred Shares were issued by the CLO XIV Issuer as part of its issued share capital and are not secured by the collateral securing the CLO XIV Debt. We purchased all of the CLO XIV Preferred Shares. We act as retention holder in connection with the CLO XIV 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 are required to retain a portion of the CLO XIV Preferred Shares.
As part of the CLO XIV Transaction, we entered into a loan sale agreement with the CLO XIV Issuer dated as of the CLO XIV Closing Date (the “CLO XIV OBDC III Loan Sale Agreement”), which provided for the contribution of approximately $167.3 million funded par amount of middle-market loans from us to the CLO XIV Issuer on the CLO XIV Closing Date and for future sales from us to the CLO XIV Issuer on an ongoing basis. Such loans constituted part of the initial portfolio of assets securing the CLO XIV Debt. The remainder of the initial portfolio assets securing the CLO XIV Debt consisted of approximately $204.0 million funded par amount of middle-market loans purchased by the CLO XIV Issuer from ORCC III Financing LLC, a wholly-owned subsidiary of ours, under an additional loan sale agreement executed on the CLO XIV Closing Date between the CLO XIV Issuer and ORCC III Financing LLC (the “CLO XIV ORCC III Financing Loan Sale Agreement”). We and ORCC III Financing LLC each made customary representations, warranties, and covenants to the CLO XIV Issuer under the applicable loan sale agreement. No gain or loss was recognized as a result of these sales or contributions.
Through October 20, 2027, a portion of the proceeds received by the CLO XIV Issuer from the loans securing the CLO XIV Secured Notes may be used by the CLO XIV Issuer to purchase additional middle-market loans under the direction of the Adviser, in its capacity as collateral manager for the CLO XIV Issuer and in accordance with our investing strategy and ability to originate eligible middle-market loans.
The CLO XIV Debt is the secured obligation of the CLO XIV Issuer, and the CLO XIV Indenture and CLO XIV Class A-L Credit Agreement each includes customary covenants and events of default. The CLO XIV 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 XIV Issuer under a collateral management agreement dated as of the CLO XIV 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, dated May 18, 2021, between the Adviser and us will be offset by the amount of the collateral management fee attributable to the CLO XIV Issuer’s equity or notes owned by us.
Unsecured Notes
2027 Notes
On October 13, 2021, we issued $325.0 million aggregate principal amount of notes that mature on April 13, 2027 (the notes initially issued on October 13, 2021, together with the registered notes issued in the exchange offer described below, the “2027 Notes”) in a private placement in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and for initial resale to qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A promulgated under the Securities Act. When initially issued, the 2027 Notes were not registered under the Securities Act and could not be offered or sold in the United States absent registration or an applicable exemption from registration.
The 2027 Notes were issued pursuant to an Indenture dated as of October 13, 2021 (the “Base Indenture”), between the us and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as trustee (the “Trustee”), and a First Supplemental Indenture, dated as of October 13, 2021 (the “First Supplemental Indenture” and together with the Base Indenture, the “Indenture”), between the Company and the Trustee. The Notes will mature on April 13, 2027 and may be redeemed in whole or in part at our option at any time or from time to time at the redemption prices set forth in the Indenture. The 2027 Notes bear interest at a rate of 3.125% per year, payable semi-annually on April 13 and October 13 of each year, commencing on April 13, 2022. Concurrent with the issuance of the 2027 Notes, we entered into a Registration Rights Agreement (the “2027 Registration Rights Agreement”) for the benefit of the purchasers of the 2027 Notes. Pursuant to the terms of the 2027 Registration Rights Agreement, we filed a registration statement with the SEC and, on August 25, 2022, commenced an offer to exchange the notes initially issued on October 13, 2021 for newly registered notes with substantially similar terms, which expired on September 28, 2022 and was completed promptly thereafter.
The 2027 Notes are our direct, general unsecured obligations and rank senior in right of payment to all of our future indebtedness or other obligations that are expressly subordinated, or junior, in right of payment to the 2027 Notes. The 2027 Notes rank pari passu, or equal, in right of payment with all of our existing and future indebtedness or other obligations that are not so subordinated, or junior. The 2027 Notes rank effectively subordinated, or junior, to any of our existing and future secured indebtedness or other obligations (including unsecured indebtedness that we later secure) to the extent of the value of the assets securing such indebtedness. The 2027 Notes rank structurally subordinated, or junior, to all existing and future indebtedness and other obligations (including trade payables) incurred by our subsidiaries, financing vehicles or similar facilities. The Indenture contains certain covenants, including covenants requiring us to (i) comply with the asset coverage requirements of the Investment Company Act of 1940, as amended, whether or not we are subject to those requirements, and (ii) provide financial information to the holders of the 2027 Notes and the Trustee if we are no longer subject to the reporting requirements under the Securities Exchange Act of 1934, as amended. These covenants are subject to important limitations and exceptions that are described in the Indenture. In addition, if a change of control repurchase event, as defined in the Indenture, occurs prior to maturity, holders of the 2027 Notes will have the right, at their option, to require us to repurchase for cash some or all of the 2027 Notes at a repurchase price equal to 100% of the aggregate principal amount of the 2027 Notes being repurchased, plus accrued and unpaid interest to, but excluding, the repurchase date.
Series 2022A Notes
On July 21, 2022, we entered into a Master Note Purchase Agreement (the “Note Purchase Agreement”) governing the issuance of (i) $142.0 million in aggregate principal amount of Series 2022A Notes, Tranche A, due July 21, 2025, with a fixed interest rate of 7.50% per year (the “July 2025 Notes”) and (ii) $190.0 million in aggregate principal amount of Series 2022A Notes, Tranche B, due July 21, 2027, with a fixed interest rate of 7.58% per year (the “July 2027 Notes” and, together with the July 2025 Notes, the “Series 2022A Notes”), in each case, to qualified institutional investors in a private placement. The Series 2022A Notes are guaranteed by certain domestic subsidiaries of ours.
Interest on the Series 2022A Notes will be due semiannually on January 21 and July 21 each year, beginning on January 21, 2023. The Series 2022A Notes may be redeemed in whole or in part at any time or from time to time at our option at par plus accrued interest to the prepayment date and, if applicable, a make-whole premium. In addition, we are obligated to offer to prepay the Series 2022A Notes at par plus accrued and unpaid interest up to, but excluding, the date of prepayment, if certain change in control events occur. The Series 2022A Notes are general unsecured obligations of ours that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by us.
The Note Purchase Agreement contains customary terms and conditions for senior 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, a minimum net worth of $800.0 million and a minimum asset coverage ratio of 1.50 to 1.00.
In addition, in the event that a Below Investment Grade Event (as defined in the Note Purchase Agreement) occurs, the Series 2022A Notes will bear interest at a fixed rate per annum which is 1.00% above the stated rate of the Series 2022A Notes from the date of the occurrence of the Below Investment Grade Event to and until the date on which the Below Investment Grade Event is no longer continuing. In the event that a Secured Debt Ratio Event (as defined in the Note Purchase Agreement) occurs, the Series 2022A Notes will bear interest at a fixed rate per annum which is 1.50% above the stated rate of the Series 2022A Notes from the date of the occurrence of the Secured Debt Ratio Event to and until the date on which the Below Investment Grade Event is no longer continuing. In the event that both a Below Investment Grade Event and a Secured Debt Ratio Event have occurred and are continuing, the Series 2022A Notes will bear interest at a fixed rate per annum which is 2.00% above the stated rate of the Series 2022A Notes from the date of the occurrence of the later to occur of the Below Investment Grade Event and the Secured Debt Ratio Event to and until the date on which one of such events is no longer continuing.
The Note Purchase Agreement also contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, certain cross-defaults or cross-acceleration under other indebtedness of the Company, certain judgments and orders and certain events of bankruptcy.
Series 2022B Notes
On December 22, 2022, we entered into a First Supplement to the Note Purchase Agreement (the “First Supplement”) governing the issuance of $60.0 million in aggregate principal amount of Series 2022B Notes, due July 21, 2027, with a fixed interest rate of 7.58% per year (the “Series 2022B Notes”). Except as otherwise expressly set forth in the First Supplement, the terms of the Note Purchase Agreement that apply to the July 2027 Notes apply to the Series 2022B Notes, including, without limitation, the material terms described above.
Series 2023A Notes
On June 29, 2023, we entered into a Second Supplement to the Note Purchase Agreement (the “Second Supplement”) governing the issuance of $100.0 million in aggregate principal amount of Series 2023A Notes, due June 29, 2028, with a fixed interest rate of 8.10% per year (the “Series 2023A Notes”). Except as otherwise expressly set forth in the Second Supplement, the terms of the Note Purchase Agreement that apply to the July 2027 Notes apply to the Series 2023A Notes, including, without limitation, the material terms described above.
Promissory Note
On September 13, 2021, we as borrower, entered into a Loan Agreement (the “FIC Agreement”) with Owl Rock Feeder FIC BDC III LLC (“Feeder FIC”), an affiliate of the Adviser, as lender, to enter into revolving promissory notes (the “Promissory Notes”) to borrow up to an aggregate of $250.0 million from Feeder FIC. On February 23, 2022, we entered into an amendment to the FIC Agreement to reduce the amount that could be borrowed pursuant to the Promissory Notes from $250 million to $150 million. Under the FIC Agreement, we could re-borrow any amount repaid; however, there is no funding commitment between Feeder FIC and us.
The interest rate on amounts borrowed pursuant to the Promissory Notes, prior to February 23, 2022, was based on the lesser of the rate of interest for an ABR Loan or a Eurodollar Loan under the credit agreement dated as of April 15, 2021, as amended or supplemented from time to time, by and among the Adviser, as borrower, the several lenders from time to time party thereto, MUFG Union Bank, N.A., as Collateral Agent and MUFG Bank, Ltd., as Administrative Agent.
The interest rate on amounts borrowed pursuant to the Promissory Notes after February 23, 2022 was based on the lesser of the rate of interest for a SOFR Loan or an ABR Loan under the Credit Agreement dated as of December 7, 2021, as amended or supplemented from time to time, by and among Blue Owl Finance LLC, as Borrower, Blue Owl Capital Holdings LP and Blue Owl Capital Carry LP as Parent Guarantors, the Subsidiary Guarantors party thereto, Bank of America, N.A., as Syndication Agent, JPMorgan Chase Bank, N.A., Wells Fargo Bank, National Association and Sumitomo Mitsui Banking Corporation, as Co-Documentation Agents and MUFG Bank, Ltd., as Administrative Agent.
The unpaid principal balance of any Promissory Note and accrued interest thereon was payable by us from time to time at our discretion but immediately due and payable upon 120 days written notice by Feeder FIC, and in any event due and payable in full no later than February 28, 2023. We intend to use the borrowed funds to make investments in portfolio companies consistent with our investment strategies.
On June 22, 2022, we and Feeder FIC entered into a Termination Agreement (the “Termination Agreement”) pursuant to which the FIC Agreement was terminated. Upon execution of the Termination Agreement, there were no amounts outstanding under the FIC Agreement or the Promissory Notes.
Off-Balance Sheet Arrangements
Portfolio Company Commitments
From time to time, we may enter into commitments to fund investments. The table below presents the outstanding commitments we had to fund investments in current portfolio companies as of the following periods:
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| Portfolio Company |
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Investment |
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September 30, 2024 |
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December 31, 2023 |
| ($ in thousands) |
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| AAM Series 2.1 Aviation Feeder, LLC |
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LLC Interest |
|
$ |
6,864 |
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|
$ |
51 |
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| AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC |
|
LLC Interest |
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10,210 |
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|
887 |
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| Aerosmith Bidco Limited (dba Audiotonix) |
|
First lien senior secured delayed draw term loan |
|
6,471 |
|
|
— |
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| Aerosmith Bidco Limited (dba Audiotonix) |
|
First lien senior secured delayed draw term loan |
|
14,069 |
|
|
— |
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| Aerosmith Bidco Limited (dba Audiotonix) |
|
First lien senior secured multi-currency revolving loan |
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8,517 |
|
|
— |
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| AI Titan Parent, Inc. (dba Prometheus Group) |
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First lien senior secured delayed draw term loan |
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1,358 |
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|
— |
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| AI Titan Parent, Inc. (dba Prometheus Group) |
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First lien senior secured revolving loan |
|
849 |
|
|
— |
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| Allied Benefit Systems Intermediate LLC |
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First lien senior secured delayed draw term loan |
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— |
|
|
928 |
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| AmeriLife Holdings LLC |
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First lien senior secured delayed draw term loan |
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— |
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|
305 |
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| AmeriLife Holdings LLC |
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First lien senior secured delayed draw term loan |
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1,245 |
|
|
1,528 |
|
| AmeriLife Holdings LLC |
|
First lien senior secured revolving loan |
|
909 |
|
|
909 |
|
| Anaplan, Inc. |
|
First lien senior secured revolving loan |
|
1,944 |
|
|
1,944 |
|
| Apex Service Partners, LLC |
|
First lien senior secured delayed draw term loan |
|
— |
|
|
1,352 |
|
| Apex Service Partners, LLC |
|
First lien senior secured revolving loan |
|
301 |
|
|
533 |
|
| Aptean Acquiror, Inc. (dba Aptean) |
|
First lien senior secured delayed draw term loan |
|
1,985 |
|
|
— |
|
| Aptean Acquiror, Inc. (dba Aptean) |
|
First lien senior secured revolving loan |
|
1,456 |
|
|
— |
|
| Arctic Holdco, LLC (dba Novvia Group) |
|
First lien senior secured delayed draw term loan |
|
573 |
|
|
2,292 |
|
| Artifact Bidco, Inc. (dba Avetta) |
|
First lien senior secured delayed draw term loan |
|
711 |
|
|
— |
|
| Artifact Bidco, Inc. (dba Avetta) |
|
First lien senior secured revolving loan |
|
141 |
|
|
— |
|
| Artifact Bidco, Inc. (dba Avetta) |
|
First lien senior secured revolving loan |
|
367 |
|
|
— |
|
| Ascend Buyer, LLC (dba PPC Flexible Packaging) |
|
First lien senior secured revolving loan |
|
3,404 |
|
|
3,404 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Portfolio Company |
|
Investment |
|
September 30, 2024 |
|
December 31, 2023 |
| Associations, Inc. |
|
First lien senior secured delayed draw term loan |
|
7,380 |
|
|
3 |
|
| Associations, Inc. |
|
First lien senior secured revolving loan |
|
5,913 |
|
|
3,437 |
|
| Aurelia Netherlands Midco 2 B.V. |
|
First lien senior secured EUR delayed draw term loan |
|
— |
|
|
7,723 |
|
| Aurelia Netherlands Midco 2 B.V. |
|
First lien senior secured NOK delayed draw term loan |
|
— |
|
|
8,082 |
|
| Aurelia Netherlands Midco 2 B.V. |
|
First lien senior secured EUR revolving loan |
|
— |
|
|
858 |
|
| Avalara, Inc. |
|
First lien senior secured revolving loan |
|
2,727 |
|
|
2,727 |
|
| AWP Group Holdings, Inc. |
|
First lien senior secured delayed draw term loan |
|
81 |
|
|
153 |
|
| AWP Group Holdings, Inc. |
|
First lien senior secured revolving loan |
|
127 |
|
|
99 |
|
| Azurite Intermediate Holdings, Inc. (dba Alteryx, Inc.) |
|
First lien senior secured delayed draw term loan |
|
962 |
|
|
— |
|
| Azurite Intermediate Holdings, Inc. (dba Alteryx, Inc.) |
|
First lien senior secured revolving loan |
|
428 |
|
|
— |
|
| Baker Tilly Advisory Group, L.P. |
|
First lien senior secured delayed draw term loan |
|
2,792 |
|
|
— |
|
| Baker Tilly Advisory Group, L.P. |
|
First lien senior secured revolving loan |
|
3,912 |
|
|
— |
|
| Bamboo US BidCo LLC |
|
First lien senior secured delayed draw term loan |
|
199 |
|
|
358 |
|
| Bamboo US BidCo LLC |
|
First lien senior secured revolving loan |
|
513 |
|
|
513 |
|
| Bayshore Intermediate #2, L.P. (dba Boomi) |
|
First lien senior secured revolving loan |
|
1,593 |
|
|
1,275 |
|
| BCPE Osprey Buyer, Inc. (dba PartsSource) |
|
First lien senior secured delayed draw term loan |
|
10,036 |
|
|
12,143 |
|
| BCPE Osprey Buyer, Inc. (dba PartsSource) |
|
First lien senior secured revolving loan |
|
2,635 |
|
|
3,889 |
|
| BCTO BSI Buyer, Inc. (dba Buildertrend) |
|
First lien senior secured revolving loan |
|
1,527 |
|
|
1,527 |
|
| Belmont Buyer, Inc. (dba Valenz) |
|
First lien senior secured delayed draw term loan |
|
727 |
|
|
523 |
|
| Belmont Buyer, Inc. (dba Valenz) |
|
First lien senior secured revolving loan |
|
436 |
|
|
436 |
|
| Blast Bidco Inc. (dba Bazooka Candy Brands) |
|
First lien senior secured revolving loan |
|
993 |
|
|
993 |
|
| BP Veraison Buyer, LLC (dba Sun World) |
|
First lien senior secured revolving loan |
|
9,454 |
|
|
4,459 |
|
| BradyPLUS Holdings, LLC (f/k/a BradyIFS Holdings, LLC) |
|
First lien senior secured delayed draw term loan |
|
1,576 |
|
|
4,165 |
|
| BradyPLUS Holdings, LLC (f/k/a BradyIFS Holdings, LLC) |
|
First lien senior secured revolving loan |
|
— |
|
|
4,245 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Portfolio Company |
|
Investment |
|
September 30, 2024 |
|
December 31, 2023 |
| Brightway Holdings, LLC |
|
First lien senior secured revolving loan |
|
2,105 |
|
|
1,158 |
|
| Broadcast Music, Inc. |
|
First lien senior secured revolving loan |
|
3,461 |
|
|
— |
|
| Catalis Intermediate, Inc. (fka GovBrands Intermediate, Inc.) |
|
First lien senior secured revolving loan |
|
577 |
|
|
577 |
|
| CivicPlus, LLC |
|
First lien senior secured revolving loan |
|
1,035 |
|
|
683 |
|
| Coupa Holdings, LLC |
|
First lien senior secured delayed draw term loan |
|
70 |
|
|
70 |
|
| Coupa Holdings, LLC |
|
First lien senior secured revolving loan |
|
54 |
|
|
54 |
|
| Cresset Capital Management, LLC |
|
First lien senior secured delayed draw term loan |
|
3,806 |
|
|
— |
|
| Cresset Capital Management, LLC |
|
First lien senior secured delayed draw term loan |
|
2,239 |
|
|
— |
|
| Cresset Capital Management, LLC |
|
First lien senior secured revolving loan |
|
1,119 |
|
|
— |
|
| Crewline Buyer, Inc. (dba New Relic) |
|
First lien senior secured revolving loan |
|
3,807 |
|
|
3,807 |
|
| CT Technologies Intermediate Holdings, Inc. (& Smart Holdings Corp.) (dba Datavant) |
|
First lien senior secured delayed draw term loan |
|
1,533 |
|
|
— |
|
| CT Technologies Intermediate Holdings, Inc. (& Smart Holdings Corp.) (dba Datavant) |
|
First lien senior secured revolving loan |
|
3,831 |
|
|
— |
|
| DCG ACQUISITION CORP. (dba DuBois Chemical) |
|
First lien senior secured delayed draw term loan |
|
2,840 |
|
|
— |
|
| DCG ACQUISITION CORP. (dba DuBois Chemical) |
|
First lien senior secured revolving loan |
|
2,840 |
|
|
— |
|
| Denali Buyerco, LLC (dba Summit Companies) |
|
First lien senior secured revolving loan |
|
6,080 |
|
|
6,080 |
|
| Dresser Utility Solutions, LLC |
|
First lien senior secured delayed draw term loan |
|
1,642 |
|
|
— |
|
| Dresser Utility Solutions, LLC |
|
First lien senior secured revolving loan |
|
2,299 |
|
|
— |
|
| DuraServ LLC |
|
First lien senior secured delayed draw term loan |
|
8,088 |
|
|
— |
|
| DuraServ LLC |
|
First lien senior secured revolving loan |
|
4,345 |
|
|
— |
|
| Eagle Family Foods Group LLC |
|
First lien senior secured revolving loan |
|
99 |
|
|
— |
|
| EET Buyer, Inc. (dba e-Emphasys) |
|
First lien senior secured revolving loan |
|
1,955 |
|
|
1,564 |
|
| Endries Acquisition, Inc. |
|
First lien senior secured delayed draw term loan |
|
— |
|
|
4,630 |
|
| Endries Acquisition, Inc. |
|
First lien senior secured delayed draw term loan |
|
1,781 |
|
|
1,781 |
|
| Entertainment Benefits Group, LLC |
|
First lien senior secured revolving loan |
|
— |
|
|
80 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Portfolio Company |
|
Investment |
|
September 30, 2024 |
|
December 31, 2023 |
| EOS U.S. Finco LLC |
|
First lien senior secured delayed draw term loan |
|
1,244 |
|
|
1,244 |
|
| Essential Services Holding Corporation (dba Turnpoint) |
|
First lien senior secured delayed draw term loan |
|
1,227 |
|
|
— |
|
| Essential Services Holding Corporation (dba Turnpoint) |
|
First lien senior secured revolving loan |
|
767 |
|
|
— |
|
| Evolution BuyerCo, Inc. (dba SIAA) |
|
First lien senior secured delayed draw term loan |
|
4,149 |
|
|
4,978 |
|
| Evolution BuyerCo, Inc. (dba SIAA) |
|
First lien senior secured revolving loan |
|
2,230 |
|
|
2,230 |
|
| FARADAY BUYER, LLC (dba MacLean Power Systems) |
|
First lien senior secured delayed draw term loan |
|
4,815 |
|
|
4,815 |
|
| Fiesta Purchaser, Inc. (dba Shearer's Foods) |
|
First lien senior secured revolving loan |
|
5,409 |
|
|
— |
|
| Finastra USA, Inc. |
|
First lien senior secured revolving loan |
|
669 |
|
|
916 |
|
| Forescout Technologies, Inc. |
|
First lien senior secured delayed draw term loan |
|
— |
|
|
9,750 |
|
| Forescout Technologies, Inc. |
|
First lien senior secured revolving loan |
|
2,645 |
|
|
2,288 |
|
| Fortis Solutions Group, LLC |
|
First lien senior secured revolving loan |
|
2,309 |
|
|
2,991 |
|
| FR Vision Holdings, Inc. (dba CHA Consulting) |
|
First lien senior secured delayed draw term loan |
|
3,119 |
|
|
— |
|
| FR Vision Holdings, Inc. (dba CHA Consulting) |
|
First lien senior secured revolving loan |
|
1,055 |
|
|
— |
|
| Fullsteam Operations, LLC |
|
First lien senior secured delayed draw term loan |
|
52 |
|
|
726 |
|
| Fullsteam Operations, LLC |
|
First lien senior secured delayed draw term loan |
|
35 |
|
|
463 |
|
| Fullsteam Operations, LLC |
|
First lien senior secured delayed draw term loan |
|
1,852 |
|
|
— |
|
| Fullsteam Operations, LLC |
|
First lien senior secured delayed draw term loan |
|
463 |
|
|
— |
|
| Fullsteam Operations, LLC |
|
First lien senior secured revolving loan |
|
185 |
|
|
185 |
|
| Gainsight, Inc. |
|
First lien senior secured revolving loan |
|
448 |
|
|
448 |
|
| Galls, LLC |
|
First lien senior secured delayed draw term loan |
|
7,231 |
|
|
— |
|
| Galls, LLC |
|
First lien senior secured revolving loan |
|
2,356 |
|
|
— |
|
| Galway Borrower LLC |
|
First lien senior secured delayed draw term loan |
|
1,554 |
|
|
— |
|
| Galway Borrower LLC |
|
First lien senior secured revolving loan |
|
144 |
|
|
— |
|
| Gaylord Chemical Company, L.L.C. |
|
First lien senior secured revolving loan |
|
636 |
|
|
3,972 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Portfolio Company |
|
Investment |
|
September 30, 2024 |
|
December 31, 2023 |
| Gehl Foods, LLC |
|
First lien senior secured delayed draw term loan |
|
1,694 |
|
|
— |
|
| Gerson Lehrman Group, Inc. |
|
First lien senior secured revolving loan |
|
1,674 |
|
|
— |
|
| GI Ranger Intermediate, LLC (dba Rectangle Health) |
|
First lien senior secured revolving loan |
|
1,673 |
|
|
669 |
|
| Global Music Rights, LLC |
|
First lien senior secured revolving loan |
|
7,788 |
|
|
7,500 |
|
|
|
|
|
|
|
|
| Granicus, Inc. |
|
First lien senior secured revolving loan |
|
1,371 |
|
|
939 |
|
| GS Acquisitionco, Inc. (dba insightsoftware) |
|
First lien senior secured delayed draw term loan |
|
327 |
|
|
— |
|
| GS Acquisitionco, Inc. (dba insightsoftware) |
|
First lien senior secured revolving loan |
|
215 |
|
|
— |
|
| Hercules Borrower, LLC (dba The Vincit Group) |
|
First lien senior secured revolving loan |
|
4,298 |
|
|
4,298 |
|
| Hissho Parent, LLC |
|
First lien senior secured revolving loan |
|
927 |
|
|
70 |
|
| Hyland Software, Inc. |
|
First lien senior secured revolving loan |
|
678 |
|
|
678 |
|
| Icefall Parent, Inc. (dba EngageSmart) |
|
First lien senior secured revolving loan |
|
1,069 |
|
|
— |
|
| Ideal Image Development, LLC |
|
First lien senior secured delayed draw term loan |
|
— |
|
|
439 |
|
|
|
|
|
|
|
|
| Ideal Image Development, LLC |
|
First lien senior secured revolving loan |
|
244 |
|
|
— |
|
| IG Investments Holdings, LLC (dba Insight Global) |
|
First lien senior secured revolving loan |
|
7,219 |
|
|
5,419 |
|
| Indigo Buyer, Inc. (dba Inovar Packaging Group) |
|
First lien senior secured delayed draw term loan |
|
3,497 |
|
|
— |
|
| Indigo Buyer, Inc. (dba Inovar Packaging Group) |
|
First lien senior secured revolving loan |
|
100 |
|
|
60 |
|
| Indikami Bidco, LLC (dba IntegriChain) |
|
First lien senior secured delayed draw term loan |
|
704 |
|
|
704 |
|
| Indikami Bidco, LLC (dba IntegriChain) |
|
First lien senior secured revolving loan |
|
322 |
|
|
503 |
|
| Integrity Marketing Acquisition, LLC |
|
First lien senior secured delayed draw term loan |
|
8,222 |
|
|
1,599 |
|
| Integrity Marketing Acquisition, LLC |
|
First lien senior secured revolving loan |
|
2,522 |
|
|
397 |
|
| Interoperability Bidco, Inc. (dba Lyniate) |
|
First lien senior secured delayed draw term loan |
|
317 |
|
|
— |
|
| Interoperability Bidco, Inc. (dba Lyniate) |
|
First lien senior secured revolving loan |
|
259 |
|
|
218 |
|
| Kaseya Inc. |
|
First lien senior secured delayed draw term loan |
|
362 |
|
|
456 |
|
| Kaseya Inc. |
|
First lien senior secured revolving loan |
|
365 |
|
|
365 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Portfolio Company |
|
Investment |
|
September 30, 2024 |
|
December 31, 2023 |
| KENE Acquisition, Inc. (dba Entrust Solutions Group) |
|
First lien senior secured delayed draw term loan |
|
2,753 |
|
|
— |
|
| KENE Acquisition, Inc. (dba Entrust Solutions Group) |
|
First lien senior secured revolving loan |
|
826 |
|
|
— |
|
| KPSKY Acquisition, Inc. (dba BluSky) |
|
First lien senior secured delayed draw term loan |
|
2,316 |
|
|
2,316 |
|
| KRIV Acquisition Inc. (dba Riveron) |
|
First lien senior secured delayed draw term loan |
|
— |
|
|
263 |
|
| KRIV Acquisition Inc. (dba Riveron) |
|
First lien senior secured revolving loan |
|
237 |
|
|
237 |
|
| KWOL Acquisition Inc. (dba Worldwide Clinical Trials) |
|
First lien senior secured revolving loan |
|
1,465 |
|
|
1,172 |
|
| Lignetics Investment Corp. |
|
First lien senior secured revolving loan |
|
382 |
|
|
1,275 |
|
| Litera Bidco LLC |
|
First lien senior secured delayed draw term loan |
|
942 |
|
|
— |
|
| Litera Bidco LLC |
|
First lien senior secured delayed draw term loan |
|
740 |
|
|
— |
|
| Litera Bidco LLC |
|
First lien senior secured revolving loan |
|
421 |
|
|
— |
|
| LSI Financing 1 DAC |
|
Preferred equity |
|
9,554 |
|
|
— |
|
| Maple Acquisition, LLC (dba Medicus) |
|
First lien senior secured delayed draw term loan |
|
4,069 |
|
|
— |
|
| Maple Acquisition, LLC (dba Medicus) |
|
First lien senior secured revolving loan |
|
3,052 |
|
|
— |
|
| Mario Purchaser, LLC (dba Len the Plumber) |
|
First lien senior secured delayed draw term loan |
|
1,657 |
|
|
1,492 |
|
| Mario Purchaser, LLC (dba Len the Plumber) |
|
First lien senior secured revolving loan |
|
497 |
|
|
387 |
|
| Medline Borrower, LP |
|
First lien senior secured revolving loan |
|
— |
|
|
1,847 |
|
| MHE Intermediate Holdings, LLC (dba OnPoint Group) |
|
First lien senior secured revolving loan |
|
3,571 |
|
|
3,571 |
|
| Milan Laser Holdings LLC |
|
First lien senior secured revolving loan |
|
3,404 |
|
|
5,106 |
|
| Ministry Brands Holdings, LLC |
|
First lien senior secured revolving loan |
|
1,008 |
|
|
471 |
|
|
|
|
|
|
|
|
| Minotaur Acquisition, Inc. (dba Inspira Financial) |
|
First lien senior secured delayed draw term loan |
|
7,859 |
|
|
— |
|
| Minotaur Acquisition, Inc. (dba Inspira Financial) |
|
First lien senior secured revolving loan |
|
4,835 |
|
|
— |
|
| Monotype Imaging Holdings Inc. |
|
First lien senior secured delayed draw term loan |
|
3,026 |
|
|
— |
|
| Monotype Imaging Holdings Inc. |
|
First lien senior secured revolving loan |
|
4,539 |
|
|
— |
|
| National Dentex Labs LLC (fka Barracuda Dental LLC) |
|
First lien senior secured delayed draw term loan |
|
585 |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Portfolio Company |
|
Investment |
|
September 30, 2024 |
|
December 31, 2023 |
| National Dentex Labs LLC (fka Barracuda Dental LLC) |
|
First lien senior secured revolving loan |
|
304 |
|
|
390 |
|
| Natural Partners, LLC |
|
First lien senior secured revolving loan |
|
170 |
|
|
170 |
|
| Nelipak Holding Company |
|
First lien senior secured delayed draw term loan |
|
2,430 |
|
|
— |
|
| Nelipak Holding Company |
|
First lien senior secured revolving loan |
|
1,124 |
|
|
— |
|
| NELIPAK EUROPEAN HOLDINGS COÖPERATIEF U.A. |
|
First lien senior secured EUR delayed draw term loan |
|
4,966 |
|
|
— |
|
| NELIPAK EUROPEAN HOLDINGS COÖPERATIEF U.A. |
|
First lien senior secured EUR revolving loan |
|
926 |
|
|
— |
|
| NMI Acquisitionco, Inc. (dba Network Merchants) |
|
First lien senior secured revolving loan |
|
558 |
|
|
558 |
|
| Notorious Topco, LLC (dba Beauty Industry Group) |
|
First lien senior secured revolving loan |
|
5,282 |
|
|
4,930 |
|
| Inovalon Holdings, Inc. |
|
First lien senior secured delayed draw term loan |
|
— |
|
|
5,399 |
|
| OB Hospitalist Group, Inc. |
|
First lien senior secured revolving loan |
|
6,851 |
|
|
4,202 |
|
| Pacific BidCo Inc. |
|
First lien senior secured delayed draw term loan |
|
— |
|
|
1,145 |
|
| Park Place Technologies, LLC |
|
First lien senior secured delayed draw term loan |
|
1,472 |
|
|
— |
|
| Park Place Technologies, LLC |
|
First lien senior secured revolving loan |
|
927 |
|
|
— |
|
| Patriot Acquisition TopCo S.A.R.L (dba Corza Health, Inc.) |
|
First lien senior secured revolving loan |
|
2,654 |
|
|
2,086 |
|
| PDI TA Holdings, Inc. |
|
First lien senior secured delayed draw term loan |
|
4,175 |
|
|
— |
|
| PDI TA Holdings, Inc. |
|
First lien senior secured revolving loan |
|
1,837 |
|
|
— |
|
| PetVet Care Centers, LLC |
|
First lien senior secured delayed draw term loan |
|
3,322 |
|
|
3,322 |
|
| PetVet Care Centers, LLC |
|
First lien senior secured revolving loan |
|
3,487 |
|
|
3,486 |
|
| Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services) |
|
First lien senior secured revolving loan |
|
1,552 |
|
|
1,552 |
|
| Phantom Purchaser, Inc. |
|
First lien senior secured revolving loan |
|
1,701 |
|
|
— |
|
| Plasma Buyer LLC (dba Pathgroup) |
|
First lien senior secured delayed draw term loan |
|
10 |
|
|
176 |
|
| Plasma Buyer LLC (dba Pathgroup) |
|
First lien senior secured revolving loan |
|
33 |
|
|
50 |
|
| Pluralsight, LLC |
|
First lien senior secured delayed draw term loan |
|
1,637 |
|
|
— |
|
| Pluralsight, LLC |
|
First lien senior secured revolving loan |
|
655 |
|
|
289 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Portfolio Company |
|
Investment |
|
September 30, 2024 |
|
December 31, 2023 |
| PPV Intermediate Holdings, LLC |
|
First lien senior secured delayed draw term loan |
|
647 |
|
|
1,725 |
|
| PPV Intermediate Holdings, LLC |
|
First lien senior secured revolving loan |
|
2,014 |
|
|
2,014 |
|
| Premise Health Holding Corp. |
|
First lien senior secured revolving loan |
|
1,776 |
|
|
— |
|
| Pye-Barker Fire & Safety, LLC |
|
First lien senior secured delayed draw term loan |
|
7,435 |
|
|
— |
|
| Pye-Barker Fire & Safety, LLC |
|
First lien senior secured delayed draw term loan |
|
9,758 |
|
|
— |
|
| Pye-Barker Fire & Safety, LLC |
|
First lien senior secured revolving loan |
|
3,381 |
|
|
— |
|
| QAD, Inc. |
|
First lien senior secured revolving loan |
|
6,000 |
|
|
6,000 |
|
| Quva Pharma, Inc. |
|
First lien senior secured revolving loan |
|
567 |
|
|
1,182 |
|
| Relativity ODA LLC |
|
First lien senior secured revolving loan |
|
2,109 |
|
|
1,480 |
|
| RL Datix Holdings (USA), Inc. |
|
First lien senior secured delayed draw term loan |
|
3,082 |
|
|
— |
|
| RL Datix Holdings (USA), Inc. |
|
First lien senior secured revolving loan |
|
2,699 |
|
|
1,167 |
|
| Sailpoint Technologies Holdings, Inc. |
|
First lien senior secured revolving loan |
|
2,179 |
|
|
2,179 |
|
| Salinger Bidco Inc. (dba Surgical Information Systems) |
|
First lien senior secured delayed draw term loan |
|
973 |
|
|
— |
|
| Salinger Bidco Inc. (dba Surgical Information Systems) |
|
First lien senior secured revolving loan |
|
973 |
|
|
— |
|
| Securonix, Inc. |
|
First lien senior secured revolving loan |
|
149 |
|
|
153 |
|
| Sensor Technology Topco, Inc. (dba Humanetics) |
|
First lien senior secured delayed draw term loan |
|
370 |
|
|
— |
|
| Sensor Technology Topco, Inc. (dba Humanetics) |
|
First lien senior secured EUR delayed draw term loan |
|
84 |
|
|
— |
|
| Sensor Technology Topco, Inc. (dba Humanetics) |
|
First lien senior secured revolving loan |
|
668 |
|
|
703 |
|
| Simplisafe Holding Corporation |
|
First lien senior secured delayed draw term loan |
|
— |
|
|
189 |
|
| Smarsh Inc. |
|
First lien senior secured delayed draw term loan |
|
95 |
|
|
95 |
|
| Smarsh Inc. |
|
First lien senior secured revolving loan |
|
8 |
|
|
8 |
|
| Soliant Lower Intermediate, LLC (dba Soliant) |
|
First lien senior secured revolving loan |
|
2,056 |
|
|
— |
|
| Sonny's Enterprises, LLC |
|
First lien senior secured delayed draw term loan |
|
— |
|
|
356 |
|
| Sonny's Enterprises, LLC |
|
First lien senior secured delayed draw term loan |
|
7,839 |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Portfolio Company |
|
Investment |
|
September 30, 2024 |
|
December 31, 2023 |
| Sonny's Enterprises, LLC |
|
First lien senior secured revolving loan |
|
4,722 |
|
|
4,491 |
|
| Spotless Brands, LLC |
|
First lien senior secured revolving loan |
|
522 |
|
|
1,023 |
|
| SWK BUYER, Inc. (dba Stonewall Kitchen) |
|
First lien senior secured revolving loan |
|
46 |
|
|
70 |
|
| Tamarack Intermediate, L.L.C. (dba Verisk 3E) |
|
First lien senior secured delayed draw term loan |
|
— |
|
|
50 |
|
| Tamarack Intermediate, L.L.C. (dba Verisk 3E) |
|
First lien senior secured revolving loan |
|
112 |
|
|
112 |
|
| TC Holdings, LLC (dba TrialCard) |
|
First lien senior secured revolving loan |
|
916 |
|
|
268 |
|
| TEMPO BUYER CORP. (dba Global Claims Services) |
|
First lien senior secured revolving loan |
|
4,643 |
|
|
3,508 |
|
| IRI Group Holdings, Inc. (f/k/a Circana Group, L.P. (f/k/a The NPD Group, L.P.)) |
|
First lien senior secured revolving loan |
|
664 |
|
|
1,238 |
|
| The Better Being Co., LLC (fka Nutraceutical International Corporation) |
|
First lien senior secured revolving loan |
|
735 |
|
|
294 |
|
| The Shade Store, LLC |
|
First lien senior secured delayed draw term loan |
|
9,170 |
|
|
— |
|
| The Shade Store, LLC |
|
First lien senior secured revolving loan |
|
2,039 |
|
|
2,127 |
|
| Thunder Purchaser, Inc. (dba Vector Solutions) |
|
First lien senior secured revolving loan |
|
582 |
|
|
1,255 |
|
| Troon Golf, LLC |
|
First lien senior secured delayed draw term loan |
|
6,248 |
|
|
— |
|
| Troon Golf, LLC |
|
First lien senior secured revolving loan |
|
3,124 |
|
|
5,405 |
|
| Ultimate Baked Goods Midco, LLC |
|
First lien senior secured revolving loan |
|
1,300 |
|
|
2,000 |
|
| Unified Women's Healthcare, LP |
|
First lien senior secured delayed draw term loan |
|
— |
|
|
9,000 |
|
| Unified Women's Healthcare, LP |
|
First lien senior secured delayed draw term loan |
|
4,664 |
|
|
— |
|
| Unified Women's Healthcare, LP |
|
First lien senior secured revolving loan |
|
88 |
|
|
88 |
|
| USRP Holdings, Inc. (dba U.S. Retirement and Benefits Partners) |
|
First lien senior secured revolving loan |
|
1,096 |
|
|
1,096 |
|
| Velocity HoldCo III Inc. (dba VelocityEHS) |
|
First lien senior secured revolving loan |
|
368 |
|
|
322 |
|
| Vensure Employer Services, Inc. |
|
First lien senior secured delayed draw term loan |
|
221 |
|
|
— |
|
| Vessco Midco Holdings, LLC |
|
First lien senior secured delayed draw term loan |
|
3,412 |
|
|
— |
|
| Vessco Midco Holdings, LLC |
|
First lien senior secured revolving loan |
|
1,333 |
|
|
— |
|
| Vital Bidco AB (dba Vitamin Well) |
|
First lien senior secured loan |
|
25,309 |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Portfolio Company |
|
Investment |
|
September 30, 2024 |
|
December 31, 2023 |
| Vital Bidco AB (dba Vitamin Well) |
|
First lien senior secured delayed draw term loan |
|
2,184 |
|
|
— |
|
| Vital Bidco AB (dba Vitamin Well) |
|
First lien senior secured revolving loan |
|
4,367 |
|
|
— |
|
| Walker Edison Furniture Company LLC |
|
First lien senior secured delayed draw term loan |
|
167 |
|
|
2,083 |
|
| When I Work, Inc. |
|
First lien senior secured revolving loan |
|
4,164 |
|
|
4,164 |
|
| XRL 1 LLC (dba XOMA) |
|
First lien senior secured delayed draw term loan |
|
500 |
|
|
500 |
|
| Zendesk, Inc. |
|
First lien senior secured delayed draw term loan |
|
5,857 |
|
|
5,857 |
|
| Zendesk, Inc. |
|
First lien senior secured revolving loan |
|
2,412 |
|
|
2,412 |
|
| Total Unfunded Portfolio Company Commitments |
|
|
|
$ |
511,070 |
|
|
$ |
262,051 |
|
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, 2024, we believed we had adequate financial resources to satisfy the unfunded portfolio company commitments.
Investor Commitments
We had raised approximately $1.76 billion in total Capital Commitments from investors, of which $62.4 million is from entities affiliated with or related to the Adviser. As of June 16, 2022, all Capital Commitments had been drawn.
Other Commitments and Contingencies
From time to time, we may become a party to certain legal proceedings incidental to the normal course of our business. At September 30, 2024, we were not aware of any material pending or threatened litigation that would require accounting recognition or financial statement disclosure.
Contractual Obligations
A summary of our contractual payment obligations under our credit facilities as of September 30, 2024 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments Due by Period |
| ($ in millions) |
Total |
|
Less than 1 year |
|
1-3 years |
|
3-5 years |
|
After 5 years |
| Revolving Credit Facility |
295.6 |
|
|
— |
|
|
— |
|
|
295.6 |
|
|
— |
|
| SPV Asset Facility I |
525.0 |
|
|
— |
|
|
— |
|
|
525.0 |
|
|
— |
|
| SPV Asset Facility II |
350.0 |
|
|
— |
|
|
350.0 |
|
|
— |
|
|
— |
|
| SPV Asset Facility III |
220.0 |
|
|
— |
|
|
— |
|
|
220.0 |
|
|
— |
|
| CLO XIV |
260.0 |
|
|
— |
|
|
— |
|
|
— |
|
|
260.0 |
|
| 2027 Notes |
325.0 |
|
|
— |
|
|
325.0 |
|
|
— |
|
|
— |
|
| July 2025 Notes |
142.0 |
|
|
142.0 |
|
|
— |
|
|
— |
|
|
— |
|
| July 2027 Notes |
250.0 |
|
|
— |
|
|
250.0 |
|
|
— |
|
|
— |
|
| Series 2023A Notes |
100.0 |
|
|
— |
|
|
— |
|
|
100.0 |
|
|
— |
|
| Total Contractual Obligations |
$ |
2,467.6 |
|
|
$ |
142.0 |
|
|
$ |
925.0 |
|
|
$ |
1,140.6 |
|
|
$ |
260.0 |
|
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 rely on exemptive relief that has been granted to OCA and certain of its affiliates to permit us 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.
We invest in Credit SLF, Amergin AssetCo, Fifth Season and LSI Financing, 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.
On August 7, 2024, the Company entered into the Merger Agreement. Refer to “Note 12. Pending Merger with Blue Owl Capital Corporation” for a discussion of the Merger.
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 “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 establishes requirements for determining fair value in good faith for purposes of the 1940 Act. 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, the input of the 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 oversees the valuation designee and will report to the Board on any valuation matters requiring the Board’s attention.
We conduct this valuation process on a quarterly basis.
We apply 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, 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.
The Company applies the practical expedient provided by the ASC Topic 820 relating to investments in certain entities that calculate net asset value per share (or its equivalent). ASC Topic 820 permits an entity holding investments in certain entities that either are investment companies, or have attributes similar to an investment company, and calculate NAV per share or its equivalent for which the fair value is not readily determinable, to measure the fair value of such investments on the basis of that NAV per share, or its equivalent, without adjustment. Investments which are valued using NAV per share as a practical expedient are not categorized within the fair value hierarchy as per ASC Topic 820.
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 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 does not currently use derivatives and, as a result, qualifies as a limited derivatives user and expects to continue to do so. The Company has adopted a derivatives policy and complies with the recordkeeping requirements of Rule 18f-4.
Interest and Dividend Income Recognition
Interest income is recorded on the accrual basis and includes amortization and accretion of premiums or discounts. Certain investments may have contractual payment-in-kind (“PIK”) interest or dividends, the majority of which is structured at initial underwriting. 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 and premiums to par value on securities purchased are amortized into interest income over the contractual life of the respective security using the effective yield method. 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 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 intend to 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 distribution for tax purposes equal to at least the sum of:
•90% 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
•90% of our 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.
Income Taxes
We have elected to be treated as a BDC under the 1940 Act. We also have elected to be treated as a RIC under the Code beginning with the taxable year ending December 31, 2020 and intend to continue to qualify annually thereafter 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 generally 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. federal excise tax on this income.
Certain consolidated subsidiaries or 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, 2023. As applicable, our prior three tax years remain subject to examination by U.S. federal, state and local tax authorities.
Recent Developments
SPV Asset Facility II Amendment
On October 10, 2024, ORCC III Financing II and we entered into the Amendment No. 2 (the “Amendment”), which amended that certain loan financing and servicing agreement, dated as of December 2, 2021, as amended by Amendment No. 1, dated as of February 18, 2022, by and among ORCC III Financing II, as borrower, us, as equityholder and services provider, the lenders from time to time parties thereto, Deutsche Bank AG, New York Branch, as facility agent, State Street Bank and Trust Company, as collateral agent and Alter Domus (US) LLC, as collateral custodian. Among other changes, the Amendment: (i) replaced Alter Domus (US) LLC with State Street Bank and Trust Company as collateral custodian, (ii) increased the facility amount from $350.0 million to $500.0 million, (iii) extended the Revolving Period to December 2, 2027 and the Facility Termination Date to December 2, 2029, (vi) added the ability to draw in CAD, Euro and GBP and (vii) amended the reduction fee schedule and certain facility fees and expenses.
Distributions Declared
On November 5, 2024, the Board declared a third quarter 2024 regular dividend of $0.35 per share, payable on or before January 15, 2025 to shareholders of record as of December 31, 2024.
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 the 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, 2024, 97.3% of our debt investments based on fair value were at floating rates. Additionally, the weighted average floor, based on fair value, of our debt investments was 0.8%. The Revolving Credit Facility, SPV Asset Facility I, SPV Asset Facility II, SPV Asset Facility III, and CLO XIV bear interest at variable interest rates with interest rate floors of 0.0%. The 2027 Notes, July 2025 Notes, July 2027 Notes and Series 2023A Notes bear interest at a fixed rate.
Based on our Consolidated Statements of Assets and Liabilities as of September 30, 2024, 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 a 3-month reference rate election and there are no changes in our investment and borrowing structure:
|
|
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|
|
|
|
|
|
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|
|
|
|
|
|
|
|
| ($ in thousands) |
Interest Income |
|
Interest Expense |
|
Net Income(1) |
| Up 300 basis points |
$ |
114,760 |
|
|
$ |
49,517 |
|
|
$ |
65,243 |
|
| Up 200 basis points |
$ |
76,507 |
|
|
$ |
33,012 |
|
|
$ |
43,495 |
|
| Up 100 basis points |
$ |
38,253 |
|
|
$ |
16,506 |
|
|
$ |
21,747 |
|
| Down 100 basis points |
$ |
(38,253) |
|
|
$ |
(16,506) |
|
|
$ |
(21,747) |
|
| Down 200 basis points |
$ |
(76,507) |
|
|
$ |
(33,012) |
|
|
$ |
(43,495) |
|
| Down 300 basis points |
$ |
(114,760) |
|
|
$ |
(49,517) |
|
|
$ |
(65,243) |
|
________________
(1)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 hedge against interest rate fluctuations by using hedging instruments such as interest rate swaps, futures, options, and forward contracts. While hedging activities may mitigate our exposure to adverse fluctuations in interest rates, certain hedging transactions, such as interest rate swap agreements, may also limit our ability to participate in the benefits of lower interest rates.
Currency Risk
From time to time, we may make investments that are denominated in a foreign currency, borrow in certain foreign currencies under our credit facilities or issue notes in certain foreign currencies. These investments, borrowings and issuances 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 utilize instruments such as, but not limited to, forward contracts or cross currency swaps to seek to hedge against fluctuations in the relative values of our portfolio positions from changes in currency exchange rates. Instead of entering into a foreign currency forward contract in connection with loans or other investments denominated in a foreign currency, we may borrow in that currency to establish a natural hedge against our loan, issuance or investment. To the extent the loan, issuance or investment is based on a floating rate other than a rate under which we can borrow under our credit facilities, we may 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, 2024 and December 31, 2023, 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 may continue to tighten 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 our most recently completed fiscal quarter 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, 2023 and in Part II, “ITEM 1A. RISK FACTORS” in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, 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, 2023 and in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 are not the only risks we face. 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 and Use of Proceeds
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.
In the third quarter 2024, pursuant to our dividend reinvestment plan, we purchased 296,755 shares of our common stock in the open market, at a weighted average price of $14.97 per share, for distribution to stockholders of record as of June 28, 2024 and August 30, 2024 for the second quarter dividend and special third quarter dividend, respectively, that did not opt out of our dividend reinvestment plan in order to satisfy the reinvestment portion of our dividends.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Rule 10b5-1 Trading Plans
During the fiscal quarter ended September 30, 2024, 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.”
Appointment of Officer
On November 5, 2024, our Board appointed Jonathan Lamm, our Chief Financial Officer, to serve as our Chief Operating Officer effective as of November 11, 2024. Mr. Lamm will continue in his role as Chief Financial Officer. The role of Chief Operating Officer was previously held by Bryan Cole who serves as the Head of Operations for Blue Owl Capital Inc., an affiliate of our Adviser.
Item 6. Exhibits
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Exhibit
Number
|
|
Description of Exhibits |
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2.1 |
|
Agreement and Plan of Merger, by and among Blue Owl Capital Corporation, Blue Owl Capital Corporation III, Cardinal Merger Sub Inc., and, solely for the limited purposes set forth therein, Blue Owl Credit Advisors LLC and Blue Owl Diversified Credit Advisors LLC, dated as of August 7, 2024 (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K, filed on August 7, 2024).
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3.1 |
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| 3.2 |
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21.1* |
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31.1* |
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| 31.2* |
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| 32.1** |
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| 32.2** |
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99.1* |
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| 101.INS |
|
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document |
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| 101.SCH |
|
Inline XBRL Taxonomy Extension Schema Document |
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| 101.CAL |
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document |
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| 101.DEF |
|
Inline XBRL Taxonomy Extension Definition Linkbase Document |
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| 101.LAB |
|
Inline XBRL Taxonomy Extension Label Linkbase Document |
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| 101.PRE |
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document |
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| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
________________
* Filed herein.
**Furnished herein.
SIGNATURES
Pursuant to the requirements 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.
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Blue Owl Capital Corporation III |
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Date: November 6, 2024 |
By: |
/s/ Craig W. Packer |
|
|
Craig W. Packer |
|
|
Chief Executive Officer |
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Blue Owl Capital Corporation III |
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|
Date: November 6, 2024 |
By: |
/s/ Jonathan Lamm |
|
|
Jonathan Lamm |
|
|
Chief Financial Officer |
EX-21.1
2
subsidiarylist.htm
EX-21.1
Document
SUBSIDIARIES OF BLUE OWL CAPITAL CORPORATION III
|
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|
|
Name |
Jurisdiction |
OR LENDING III LLC
|
DELAWARE |
| ORCC III FINANCING LLC |
DELAWARE |
| ORCC III FINANCING II LLC |
DELAWARE |
| OBDC III FINANCING III LLC |
DELAWARE |
| Owl Rock CLO XIV, LLC |
DELAWARE |
| OR PCF III LLC |
DELAWARE |
| OR AH III LLC |
DELAWARE |
| ORCC III FSI LLC |
DELAWARE |
| ORCC III AAM RH LLC |
DELAWARE |
| ORCC III AAM LLC |
DELAWARE |
| ORCC III BC 2 LLC |
DELAWARE |
| ORCC III BC 3 LLC |
DELAWARE |
| ORCC III BC 4 LLC |
DELAWARE |
| ORCC III BC 5 LLC |
DELAWARE |
| ORCC III BC 6 LLC |
DELAWARE |
| ORCC III BC 8 LLC |
DELAWARE |
| ORCC III BC 11 LLC |
DELAWARE |
| ORCC III BC 12 LLC |
DELAWARE |
| ORCC III BC 13 LLC |
DELAWARE |
EX-31.1
3
obdciii-20240930x10qex311.htm
EX-31.1
Document
Exhibit 31.1
CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Craig W. Packer, Chief Executive Officer of Blue Owl Capital Corporation III, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Blue Owl Capital Corporation III (the “registrant”) for the quarter ended September 30, 2024;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Quarterly Report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this Quarterly Report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Quarterly Report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: November 6, 2024 |
By: |
/s/ Craig W. Packer |
|
|
Craig W. Packer |
|
|
Chief Executive Officer |
EX-31.2
4
obdciii-20240930x10qex312.htm
EX-31.2
Document
Exhibit 31.2
CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Jonathan Lamm, Chief Financial Officer of Blue Owl Capital Corporation III, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Blue Owl Capital Corporation III (the “registrant”) for the quarter ended September 30, 2024;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Quarterly Report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this Quarterly Report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Quarterly Report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: November 6, 2024 |
By: |
/s/ Jonathan Lamm |
|
|
Jonathan Lamm |
|
|
Chief Financial Officer |
EX-32.1
5
obdciii-20240930x10qex321.htm
EX-32.1
Document
Exhibit 32.1
CERTIFICATION PURSUANT TO
SECTION 1350, CHAPTER 63 OF TITLE 18, UNITED STATES CODE,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned, as Chief Executive Officer of Blue Owl Capital Corporation III (the “Company”), does hereby certify that to the undersigned’s knowledge:
1)the Company’s Form 10-Q for the quarter ended September 30, 2024 fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
2)the information contained in the Company’s Form 10-Q for the quarter ended September 30, 2024 fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date: November 6, 2024 |
By: |
/s/ Craig W. Packer |
|
|
Craig W. Packer |
|
|
Chief Executive Officer |
EX-32.2
6
obdciii-20240930x10qex322.htm
EX-32.2
Document
Exhibit 32.2
CERTIFICATION PURSUANT TO
SECTION 1350, CHAPTER 63 OF TITLE 18, UNITED STATES CODE,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned, as Chief Financial Officer of Blue Owl Capital Corporation III (the “Company”), does hereby certify that to the undersigned’s knowledge:
1)the Company’s Form 10-Q for the quarter ended September 30, 2024 fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
2)the information contained in the Company’s Form 10-Q for the quarter ended September 30, 2024 fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date: November 6, 2024 |
By: |
/s/ Jonathan Lamm |
|
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Jonathan Lamm |
|
|
Chief Financial Officer |
EX-99.1
7
blueowlcreditslfllc-9302024.htm
EX-99.1
Document
Blue Owl Credit SLF LLC
Supplemental Financial Information (unaudited) as of and for the period ended September 30, 2024
Blue Owl Credit SLF LLC
Supplemental Financial Information (Unaudited)
Consolidated Statement of Assets and Liabilities
(Amounts in Thousands)
|
|
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|
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|
|
September 30, 2024 (Unaudited)(1)(2) |
|
|
| Assets |
|
|
|
|
Investments at fair value (amortized cost of $150,124) |
|
$ |
150,220 |
|
|
|
| Cash |
|
16,174 |
|
|
|
| Interest receivable |
|
68 |
|
|
|
| Total Assets |
|
$ |
166,462 |
|
|
|
| Liabilities |
|
|
|
|
Debt (net of unamortized debt issuance costs of $1,705) |
|
$ |
31,326 |
|
|
|
| Payable for investments purchased |
|
84,887 |
|
|
|
| Interest payable |
|
125 |
|
|
|
| Accrued expenses and other liabilities |
|
136 |
|
|
|
| Total Liabilities |
|
116,474 |
|
|
|
| Members’ Equity |
|
|
|
|
| Class A capital contributions |
|
49,988 |
|
|
|
| Class B capital contributions |
|
— |
|
|
|
| Total Members Equity |
|
49,988 |
|
|
|
| Total Liabilities and Members’ Equity |
|
$ |
166,462 |
|
|
|
| Total Members’ Equity - Class A |
|
$ |
166,462 |
|
|
|
|
|
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|
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|
(1) The Company commenced operations on May 6, 2024.
(2) As of September 30, 2024, there is no Class B Members’ Equity capital contributed.
Blue Owl Credit SLF LLC
Supplemental Financial Information (Unaudited)
Consolidated Statements of Operations
(Amounts in Thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended September 30, |
|
For the Nine Months Ended September 30, |
|
|
2024(1)(2) |
|
|
|
2024(1)(2) |
|
|
| Investment Income |
|
|
|
|
|
|
|
|
| Interest income |
|
$ |
541 |
|
|
|
|
$ |
541 |
|
|
|
| Other income |
|
15 |
|
|
|
|
15 |
|
|
|
| Total investment income |
|
$ |
556 |
|
|
|
|
$ |
556 |
|
|
|
| Operating Expenses |
|
|
|
|
|
|
|
|
| Interest expense |
|
458 |
|
|
|
|
528 |
|
|
|
| Professional fees |
|
124 |
|
|
|
|
124 |
|
|
|
| Other general and administrative |
|
20 |
|
|
|
|
20 |
|
|
|
| Total Operating Expenses |
|
602 |
|
|
|
|
672 |
|
|
|
| Net Investment Income (Loss) Before Taxes |
|
(46) |
|
|
|
|
(116) |
|
|
|
| Income tax expense (benefit), including excise tax expense (benefit) |
|
— |
|
|
|
|
— |
|
|
|
| Net Investment Income (Loss) After Taxes |
|
$ |
(46) |
|
|
|
|
$ |
(116) |
|
|
|
|
|
|
|
|
|
|
|
|
| Net Realized and Change in Unrealized Gain (Loss) |
|
|
|
|
|
|
|
|
| Net change in unrealized gain (loss) on investments |
|
96 |
|
|
|
|
96 |
|
|
|
| Net realized gain (loss) on investments |
|
8 |
|
|
|
|
8 |
|
|
|
| Total Net Realized and Change in Unrealized Gain (Loss) |
|
104 |
|
|
|
|
104 |
|
|
|
| Total Net Increase (Decrease) in Members’ Equity Resulting from Operations |
|
$ |
58 |
|
|
|
|
$ |
(12) |
|
|
|
| Total Net Increase (Decrease) in Members’ Equity Resulting from Operations - Class A |
|
$ |
58 |
|
|
|
|
$ |
(12) |
|
|
|
|
|
|
|
|
|
|
|
|
(1) The Company commenced operations on May 6, 2024.
(2) As of September 30, 2024, there is no Class B Members’ Equity capital contributed.
Blue Owl Credit SLF LLC
Supplemental Financial Information (Unaudited)
Consolidated Schedule of Investments
(Amounts in Thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Company(1)(3)(4) |
|
Investment |
|
Interest |
|
Maturity Date |
|
Par / Units |
|
Amortized Cost(2) |
|
Fair Value |
|
Percentage of Members’ Equity |
| Debt Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Aerospace and defense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Amentum Holdings, Inc.(6) |
|
First lien senior secured loan |
|
SR+ |
2.25 |
% |
|
07/2031 |
|
$ |
6,000 |
|
|
$ |
5,985 |
|
|
$ |
5,978 |
|
|
12.0 |
% |
| Transdigm, Inc.(6) |
|
First lien senior secured loan |
|
SR+ |
2.50 |
% |
|
01/2032 |
|
10,000 |
|
|
9,975 |
|
|
9,958 |
|
|
19.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
15,960 |
|
|
15,936 |
|
|
31.9 |
% |
| Buildings and real estate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Arcosa Inc(6)(8) |
|
First lien senior secured loan |
|
SR+ |
2.25 |
% |
|
08/2031 |
|
3,000 |
|
|
$ |
3,000 |
|
|
$ |
3,000 |
|
|
6.0 |
% |
| The Azek Group LLC(6) |
|
First lien senior secured loan |
|
SR+ |
2.00 |
% |
|
09/2031 |
|
2,000 |
|
|
1,995 |
|
|
2,000 |
|
|
4.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
4,995 |
|
|
5,000 |
|
|
10.0 |
% |
| Business services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Madison Safety & Flow LLC(6) |
|
First lien senior secured loan |
|
SR+ |
3.25 |
% |
|
09/2031 |
|
2,000 |
|
|
$ |
1,995 |
|
|
$ |
1,997 |
|
|
4.0 |
% |
| Nvent Electric Public Limited Company(6) |
|
First lien senior secured loan |
|
SR+ |
3.50 |
% |
|
09/2031 |
|
14,000 |
|
|
13,930 |
|
|
13,983 |
|
|
27.9 |
% |
| Plano HoldCo, Inc. (dba Perficient) (6)(8) |
|
First lien senior secured loan |
|
SR+ |
3.50 |
% |
|
08/2031 |
|
4,500 |
|
|
4,478 |
|
|
4,478 |
|
|
9.0 |
% |
| POLARIS PURCHASER, INC. (dba Plusgrade)(6)(8) |
|
First lien senior secured loan |
|
SR+ |
4.00 |
% |
|
03/2031 |
|
8,000 |
|
|
8,000 |
|
|
8,000 |
|
|
16.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
28,403 |
|
|
28,458 |
|
|
56.9 |
% |
| Distribution |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Paint Intermediate III, LLC(6) |
|
First lien senior secured loan |
|
SR+ |
3.00 |
% |
|
09/2031 |
|
12,000 |
|
|
$ |
11,940 |
|
|
$ |
11,970 |
|
|
24.0 |
% |
| White Cap Supply Holdings, LLC(5) |
|
First lien senior secured loan |
|
SR+ |
3.25 |
% |
|
10/2029 |
|
6,000 |
|
|
5,970 |
|
|
5,954 |
|
|
11.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
17,910 |
|
|
17,924 |
|
|
35.9 |
% |
| Energy equipment and services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Calpine Construction Finance Company, L.P.(6) |
|
First lien senior secured loan |
|
SR+ |
2.00 |
% |
|
07/2030 |
|
3,000 |
|
|
$ |
2,985 |
|
|
$ |
2,979 |
|
|
6.0 |
% |
| Fleet U.S. Bidco Inc.(6) |
|
First lien senior secured loan |
|
SR+ |
2.75 |
% |
|
02/2031 |
|
7,500 |
|
|
7,500 |
|
|
7,500 |
|
|
15.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
10,485 |
|
|
10,479 |
|
|
21.0 |
% |
| Financial services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| BCPE Pequod Buyer, Inc. (dba Envestnet).(6) |
|
First lien senior secured loan |
|
SR+ |
3.50 |
% |
|
09/2031 |
|
8,000 |
|
|
$ |
7,960 |
|
|
$ |
7,962 |
|
|
15.8 |
% |
| Focus Financial Partners, LLC(9)(10) |
|
First lien senior secured delayed draw term loan |
|
SR+ |
3.25 |
% |
|
09/2026 |
|
— |
|
|
— |
|
|
— |
|
|
— |
% |
| Focus Financial Partners, LLC(6) |
|
First lien senior secured loan |
|
SR+ |
3.25 |
% |
|
09/2031 |
|
7,224 |
|
|
$ |
7,206 |
|
|
$ |
7,200 |
|
|
14.4 |
% |
| PUSHPAY USA INC(6)(8) |
|
First lien senior secured loan |
|
SR+ |
4.50 |
% |
|
08/2031 |
|
4,286 |
|
|
4,244 |
|
|
4,243 |
|
|
8.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
19,410 |
|
|
19,405 |
|
|
38.7 |
% |
| Food and beverage |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Froneri International Ltd(6) |
|
First lien senior secured loan |
|
SR+ |
2.00 |
% |
|
09/2031 |
|
4,000 |
|
|
$ |
3,990 |
|
|
$ |
3,983 |
|
|
8.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
3,990 |
|
|
3,983 |
|
|
8.0 |
% |
| Healthcare providers and services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| CHG Healthcare Services, Inc(6) |
|
First lien senior secured loan |
|
SR+ |
3.50 |
% |
|
09/2028 |
|
2,254 |
|
|
$ |
2,254 |
|
|
$ |
2,256 |
|
|
4.5 |
% |
| CHG PPC Parent LLC(6) |
|
First lien senior secured loan |
|
SR+ |
2.75 |
% |
|
12/2028 |
|
2,992 |
|
|
2,970 |
|
|
2,979 |
|
|
6.0 |
% |
| HAH Group Holding Company LLC(6) |
|
First lien senior secured loan |
|
SR+ |
5.00 |
% |
|
09/2031 |
|
6,000 |
|
|
5,910 |
|
|
5,914 |
|
|
11.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
11,134 |
|
|
11,149 |
|
|
22.3 |
% |
| Human resource support services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| iSolved, Inc.(5) |
|
First lien senior secured loan |
|
SR+ |
3.50 |
% |
|
10/2030 |
|
5,985 |
|
|
$ |
5,985 |
|
|
$ |
5,998 |
|
|
12.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
5,985 |
|
|
5,998 |
|
|
12.0 |
% |
| Infrastructure and environmental services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Geosyntec Consultants, Inc.(5)(8) |
|
First lien senior secured loan |
|
SR+ |
3.75 |
% |
|
07/2031 |
|
6,000 |
|
|
$ |
5,971 |
|
|
$ |
5,970 |
|
|
11.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
5,971 |
|
|
5,970 |
|
|
11.9 |
% |
| Insurance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| AssuredPartners, Inc.(5) |
|
First lien senior secured loan |
|
SR+ |
3.50 |
% |
|
02/2031 |
|
3,000 |
|
|
$ |
2,996 |
|
|
$ |
2,996 |
|
|
6.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
2,996 |
|
|
2,996 |
|
|
6.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Blue Owl Credit SLF LLC
Supplemental Financial Information (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated Schedule of Investments
(Amounts in Thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Leisure and entertainment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Pretzel Parent, Inc.(6)(8) |
|
First lien senior secured loan |
|
SR+ |
4.75 |
% |
|
08/2031 |
|
3,000 |
|
|
$ |
2,955 |
|
|
$ |
2,955 |
|
|
5.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
2,955 |
|
|
2,955 |
|
|
5.9 |
% |
| Manufacturing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ALLIANCE LAUNDRY SYSTEMS LLC(5) |
|
First lien senior secured loan |
|
SR+ |
3.50 |
% |
|
08/2031 |
|
7,500 |
|
|
$ |
7,463 |
|
|
$ |
7,505 |
|
|
15.0 |
% |
| Chariot Buyer LLC(5) |
|
First lien senior secured loan |
|
SR+ |
3.50 |
% |
|
11/2028 |
|
2,494 |
|
|
2,487 |
|
|
2,479 |
|
|
5.0 |
% |
| DXP Enterprises, Inc.(6) |
|
First lien senior secured loan |
|
SR+ |
4.75 |
% |
|
10/2030 |
|
6,000 |
|
|
6,000 |
|
|
6,003 |
|
|
12.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
15,950 |
|
|
15,987 |
|
|
32.0 |
% |
| Professional services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| First Advantage Holdings, LLC(6)(8) |
|
First lien senior secured loan |
|
SR+ |
3.25 |
% |
|
09/2031 |
|
4,000 |
|
|
$ |
3,980 |
|
|
$ |
3,980 |
|
|
8.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
3,980 |
|
|
3,980 |
|
|
8.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total Debt Investments |
|
|
|
|
|
|
|
|
$ |
150,124 |
|
|
$ |
150,220 |
|
|
300.5 |
% |
| Total Investments |
|
|
|
|
|
|
|
|
|
|
$ |
150,124 |
|
|
$ |
150,220 |
|
|
300.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Unless otherwise indicated, Blue Owl Credit SLF’s investments are pledged as collateral supporting the amounts outstanding under Blue Owl Credit SLF’s Debt Facilities. |
| (2) 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. |
| (3) Unless otherwise indicated, all investments are considered Level 2 investments. |
| (4) Unless otherwise indicated, loan contains a variable rate structure, which may be subject to an interest rate floor. Variable rate loans bear interest at a rate that may be determined by reference to Secured Overnight Financing Rate (“SOFR” or “SR”) (which can include one-, three-, six- or twelve-month SOFR), at the borrower’s option, and which reset periodically based on the terms of the loan agreement. |
(5) The interest rate on these loans is subject to 1 month SOFR, which as of September 30, 2024 was 4.85%. |
(6) The interest rate on these loans is subject to 3 month SOFR, which as of September 30, 2024 was 4.59%. |
(7) The interest rate on these loans is subject to 6 month SOFR, which as of September 30, 2024 was 4.25%. |
| (8) Level 3 investment. |
| (9) Position or portion of is an unfunded loan commitment. |
| (10) 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. |
|
|
|
|
|
|
Blue Owl Credit SLF LLC
Supplemental Financial Information (Unaudited)
Organization and Principal Business
Blue Owl Credit SLF LLC (“Credit SLF” or the “Company”), a Delaware limited liability company, is a joint venture among Blue Owl Capital Corporation, Blue Owl Capital Corporation II, Blue Owl Capital Corporation III, Blue Owl Credit Income Corp., Blue Owl Technology Finance Corp., Blue Owl Technology Finance Corp. II, and Blue Owl Technology Income Corp. (the “Blue Owl BDCs”) and State Teachers Retirement System of Ohio (“OSTRS”) (collectively, the “Class A Members”). Credit SLF has no “Class B Members” as of September 30, 2024. The Company’s principal purpose is to make investments primarily in senior secured loans to middle market companies, broadly syndicated loans and in senior and subordinated notes issued by collateralized loan obligations. The Company is managed by the Class A Members, each of which have equal voting rights. Except under certain circumstances, contributions to the Company cannot be redeemed. Investment decisions must be approved by each of the Class A Members. The Class A Members co-invest through the Company, or its wholly owned subsidiaries: BOC SLF WH I BA LTD, BOC SLF WH II RB LTD, BOC SLF WH III C LTD and BOC SLF WH 4 WF LTD. The Company commenced operations on May 6, 2024 and made its first portfolio company investment on July 23, 2024.
Investment Portfolio Detail
Investments at fair value and amortized cost consisted of the following as of September 30, 2024:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2024 |
| ($ in thousands) |
|
Amortized Cost |
|
Fair Value |
| First-lien senior secured debt investments |
|
$ |
150,124 |
|
|
$ |
150,220 |
|
| Total Investments |
|
$ |
150,124 |
|
|
$ |
150,220 |
|
The industry composition of investments based on fair value as of September 30, 2024:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2024 |
|
| Aerospace and defense |
|
10.7 |
|
% |
| Buildings and real estate |
|
3.3 |
|
|
| Business services |
|
18.9 |
|
|
| Distribution |
|
11.9 |
|
|
| Energy equipment and services |
|
7.0 |
|
|
| Financial services |
|
12.9 |
|
|
| Food and beverage |
|
2.7 |
|
|
| Healthcare providers and services |
|
7.4 |
|
|
| Human resource support services |
|
4.0 |
|
|
| Infrastructure and environmental services |
|
4.0 |
|
|
| Insurance |
|
2.0 |
|
|
| Leisure and entertainment |
|
2.0 |
|
|
| Manufacturing |
|
10.6 |
|
|
| Professional services |
|
2.6 |
|
|
| Total |
|
100.0 |
|
% |
|
|
|
|
Blue Owl Credit SLF LLC
Supplemental Financial Information (Unaudited)
The geographic composition of investments based on fair value consisted of the below as of the following period:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2024 |
|
| United States: |
|
|
|
| Midwest |
|
31.4 |
|
% |
| Northeast |
|
15.2 |
|
|
| South |
|
26.5 |
|
|
| West |
|
16.1 |
|
|
| International |
|
10.8 |
|
|
| Total |
|
100.00 |
|
% |
Investments
The following table presents the fair value hierarchy of investments as of September 30, 2024:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Hierarchy as of September 30, 2024 |
| ($ in thousands) |
|
Level 1 |
|
Level 2 |
|
Level 3 |
|
Total |
| First-lien senior secured debt investments |
|
$ |
— |
|
|
$ |
117,595 |
|
|
$ |
32,625 |
|
|
$ |
150,220 |
|
| Total Investments |
|
$ |
— |
|
|
$ |
117,595 |
|
|
$ |
32,625 |
|
|
$ |
150,220 |
|
Debt Activity
Bank of America Facility
On June 12, 2024, BOC SLF WH I BA LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands, and wholly-owned subsidiary of the Credit SLF, entered into a $300 million revolving credit facility (the “Bank of America Facility”) among the lenders party thereto, and Bank of America, N.A.. The maturity date of the Bank of America Facility is June 12, 2027. As of September 30, 2024, there was $11.7 million outstanding under the Bank of America Facility.
Borrowings under the Bank of America Facility bore interest at a per annum rate equal to (a) with respect to any Term SOFR Loan, SOFR + 1.45% and (b) with respect to any Base Rate Loan, Base Rate + 1.45%. Credit SLF predominantly borrowed utilizing SOFR loans. Credit SLF also pays unused commitment fee (i) prior to the six-month anniversary of such date, 0.35% and (ii) thereafter, (x) with respect to the First Unused Amount, 1.10% and (y) with respect to the Second Unused Amount, 0.35%.
RBC Facility
On June 5, 2024, BOC SLF WH II RB LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands, a wholly-owned subsidiary of Credit SLF, as borrower, entered into a $300 million Amended and Restated Revolving Loan Agreement with Royal Bank of Canada and the lenders party thereto (the “RBC Facility”). The maturity date of the RBC Facility is October 14, 2032. As of September 30, 2024, there was $9.7 million outstanding under the RBC Facility.
Borrowings under the RBC Facility bore interest at a per annum rate equal to SOFR +1.55%.
Citibank Facility
On June 28, 2024, BOC SLF WH III C LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands, and wholly-owned subsidiary of the Credit SLF, entered into a $300 million revolving credit facility (the “Citibank Facility”) among the lenders party thereto, and Citibank, N.A.. The maturity date of the Citibank Facility is June 28, 2027. As of September 30, 2024, there was $11.7 million outstanding under the Citibank Facility.
Borrowings under the Citibank Facility bore interest at a per annum rate equal to (i) during the Reinvestment Period, SOFR + 1.40% and (ii) after the end of the Reinvestment Period, 1.90%.
Wells Fargo Facility
On August 1, 2024, BOC SLF WH 4 LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands, and wholly-owned subsidiary of the Credit SLF, entered into a $300 million revolving credit facility (the “Wells Fargo Facility”) among the lenders party thereto, and Wells Fargo Bank, National Association.. The maturity date of the Wells Fargo Facility is August 1, 2027. As of September 30, 2024, there was $0.0 outstanding borrowings under the Wells Fargo Facility.
Borrowings under the Wells Fargo Facility bore interest at a per annum rate equal to SOFR + 1.50%.
Blue Owl Credit SLF LLC
Supplemental Financial Information (Unaudited)
Debt obligations consisted of the following as of September 30, 2024:
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As of |
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September 30, 2024 |
| ($ in thousands) |
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Aggregate Principal Committed |
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Outstanding Principal |
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Amount Available(1) |
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Net Carrying Value(2) |
| Bank of America Facility |
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$ |
300,000 |
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$ |
11,674 |
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$ |
20,791 |
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$ |
11,179 |
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| RBC Facility |
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300,000 |
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9,683 |
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22,781 |
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9,300 |
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| Citibank Facility |
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300,000 |
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11,674 |
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20,791 |
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11,295 |
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| Wells Fargo Facility |
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300,000 |
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— |
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15,271 |
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(448) |
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| Total Debt |
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$ |
1,200,000 |
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$ |
33,031 |
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$ |
79,634 |
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$ |
31,326 |
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(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 Bank of America Facility, RBC Facility, Citibank Facility, and Wells Fargo Facility are presented net of unamortized costs of $0.5 million, $0.4 million, $0.4 million, and $0.4 million respectively.
The table below presents the components of interest expense for the following periods:
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For the Three Months Ended September 30, |
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For the Nine Months Ended September 30, |
| ($ in thousands) |
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2024(1) |
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2024(1) |
| Interest expense |
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$ |
339 |
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$ |
394 |
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| Amortization of debt issuance costs |
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119 |
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134 |
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| Total Interest Expense |
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$ |
458 |
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$ |
528 |
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Average interest rate(2) |
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8.3 |
% |
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7.6 |
% |
Average daily outstanding borrowings(2) |
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$ |
16,110 |
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$ |
16,110 |
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(1)The Company commenced operations on May 6, 2024.
(2)Averages are calculated based on annualized amounts.
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