orccii-10q_20210630.htm

Large accelerated filer

Accelerated filer

Non-accelerated filer

Small reporting company

Emerging growth company

0001564590-21-043121.txt : 20210810 0001564590-21-043121.hdr.sgml : 20210810 20210810163822 ACCESSION NUMBER: 0001564590-21-043121 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20210630 FILED AS OF DATE: 20210810 DATE AS OF CHANGE: 20210810 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Owl Rock Capital Corp II CENTRAL INDEX KEY: 0001655887 IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 814-01219 FILM NUMBER: 211160430 BUSINESS ADDRESS: STREET 1: 399 PARK AVENUE STREET 2: 38TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 419-3000 MAIL ADDRESS: STREET 1: 399 PARK AVENUE STREET 2: 38TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 10-Q 1 orccii-10q_20210630.htm 10-Q orccii-10q_20210630.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2021

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 814-01219

OWL ROCK CAPITAL CORPORATION II

(Exact Name of Registrant as Specified in its Charter)

Maryland		47-5416332
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

399 Park Avenue, 38^th Floor New York, New York		10022
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 419-3000

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	None	None

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 ☒ NO ☐

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 ☐ No ☐

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 definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☐ NO ☒

As of August 10, 2021, the registrant had 152,077,854 shares of common stock, $0.01 par value per share, outstanding.

Table of Contents

		Page
PART I.	CONSOLIDATED FINANCIAL INFORMATION
Item 1.	Consolidated Financial Statements	4
	Consolidated Statements of Assets and Liabilities as of June 30, 2021 (Unaudited) and December 31, 2020	4
	Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2021 and 2020 (Unaudited)	5
	Consolidated Schedules of Investments as of June 30, 2021 (Unaudited) and December 31, 2020	6
	Consolidated Statements of Changes in Net Assets for the Three and Six Months Ended June 30, 2021 and 2020 (Unaudited)	36
	Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2021 and 2020 (Unaudited)	37
	Notes to Consolidated Financial Statements (Unaudited)	38
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	80
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	121
Item 4.	Controls and Procedures	123
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	124
Item 1A.	Risk Factors	124
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	127
Item 3.	Defaults Upon Senior Securities	129
Item 4.	Mine Safety Disclosures	129
Item 5.	Other Information	129
Item 6.	Exhibits	131
Signatures		132

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 Owl Rock Capital Corporation II (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;

•

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;

•

the impact of the novel strain of coronavirus known as “COVID-19” and related changes in base interest rates and significant market volatility on our business, our portfolio companies, our industry and the global economy;

•

interest rate volatility, including the decommissioning of LIBOR, could adversely affect our results, particularly if we elect to 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 business prospects and the prospects of our portfolio companies including our and their ability to achieve our respective objectives as a result of the current COVID-19 pandemic;

•

the impact of interest and inflation rates on our business prospects and the prospects of our portfolio companies;

•

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;

•

the speculative and illiquid nature of our investments;

•

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 Owl Rock Capital 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”);

•

the effect of legal, tax and regulatory changes including the Coronavirus Aid, Relief and Economic Security Act signed into law in December 2020 and the American Rescue Plan Act of 2021, signed into law in March 2021; 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. CONSOLIDATED FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

Owl Rock Capital Corporation II

Consolidated Statements of Assets and Liabilities

(Amounts in thousands, except share and per share amounts)

	June 30, 2021 (Unaudited)			December 31, 2020
Assets
Investments at fair value
Non-controlled, non-affiliated investments (amortized cost of $2,359,629 and $2,132,298 respectively)	$	2,376,430		$	2,123,161
Non-controlled, affiliated investments (amortized cost of $13,014 and $12,365, respectively)		12,990			12,312
Total investments at fair value (amortized cost of $2,372,643 and $2,144,663, respectively)		2,389,420			2,135,473
Cash		124,363			41,625
Foreign cash (cost of $1,429 and $1,151, respectively)		1,437			1,205
Interest receivable		13,492			10,281
Receivable for investments sold		—			7,865
Prepaid expenses and other assets		810			3,225
Total Assets	$	2,529,522		$	2,199,674
Liabilities
Debt (net of deferred unamortized debt issuance costs of $3,776 and $9,526, respectively)		1,126,484			896,621
Payables to affiliates		16,122			9,789
Tender offer payable		19,622			—
Accrued expenses and other liabilities		9,493			6,960
Total Liabilities		1,171,721			913,370
Commitments and contingencies (Note 7)
Net Assets
Common shares $0.01 par value, 450,000,000 shares authorized; 151,685,652 and 145,448,227 shares issued and outstanding, respectively		1,517			1,454
Additional paid-in-capital		1,360,516			1,305,140
Distributable earnings		(4,232	)		(20,290	)
Total Net Assets		1,357,801			1,286,304
Total Liabilities and Net Assets	$	2,529,522		$	2,199,674
Net Asset Value Per Share	$	8.95		$	8.84

________________

The accompanying notes are an integral part of these consolidated financial statements.

Owl Rock Capital Corporation II

Consolidated Statements of Operations

(Amounts in thousands, except share and per share amounts)

(Unaudited)

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2021			2020			2021			2020
Investment Income
Investment income from non-controlled, non-affiliated investments:
Interest income	$	46,141		$	32,697		$	87,392		$	66,396
Dividend income		1,555			307			2,581			307
Other income		459			560			941			1,169
Total investment income from non-controlled, non-affiliated investments		48,155			33,564			90,914			67,872
Investment income from non-controlled, affiliated investments:
Interest income		166			—			326			—
Dividend income		—			—			—			—
Other Income		20			—			41			—
Total investment income from non-controlled, affiliated investments		186			—			367			—
Total Investment Income		48,341			33,564			91,281			67,872
Operating Expenses
Offering costs		685			762			1,070			1,438
Interest expense		9,682			10,425			18,202			19,833
Management fee		8,682			6,276			16,896			12,633
Performance based incentive fees		5,566			—			9,414			2,028
Professional fees		1,178			988			2,355			1,914
Directors' fees		317			252			578			508
Other general and administrative		678			698			1,289			1,331
Total Operating Expenses		26,788			19,401			49,804			39,685
Management and incentive fees waived (Note 3)		—			—			—			(506	)
Expense support		—			(5,794	)		(1,449	)		(12,381	)
Recoupment of expense support		1,002			—			1,002			—
Net Operating Expenses		27,790			13,607			49,357			26,798
Net Investment Income (Loss) Before Taxes		20,551			19,957			41,924			41,074
Income tax expense (benefit), including excise tax expense (benefit)		120			—			431			—
Net Investment Income (Loss)	$	20,431		$	19,957		$	41,493		$	41,074
Net Realized and Change in Unrealized Gain (Loss)
Net change in unrealized gain (loss):
Non-controlled, non-affiliated investments	$	14,000		$	38,241		$	26,226		$	(52,211	)
Non-controlled, affiliated investments		(8	)		—			29			—
Income tax (provision) benefit		(530	)		—			(1,408	)		—
Translation of assets and liabilities in foreign currencies		107			204			(444	)		27
Total Net Change in Unrealized Gain (Loss)		13,569			38,445			24,403			(52,184	)
Net realized gain (loss):
Non-controlled, non-affiliated investments		(4,764	)		—			(4,567	)		122
Foreign currency transactions		2			2			172			(12	)
Total Net Realized Gain (Loss)		(4,762	)		2			(4,395	)		110
Total Net Realized and Change in Unrealized Gain (Loss)		8,807			38,447			20,008			(52,074	)
Net Increase (Decrease) in Net Assets Resulting from Operations	$	29,238		$	58,404		$	61,501		$	(11,000	)
Earnings Per Share - Basic and Diluted	$	0.19		$	0.46		$	0.41		$	(0.09	)
Weighted Average Shares Outstanding - Basic and Diluted		152,827,971			127,528,621			150,996,249			122,140,484

The accompanying notes are an integral part of these consolidated financial statements.

Owl Rock Capital Corporation II

Consolidated Schedule of Investments

As of June 30, 2021

(Amounts in thousands, except share amounts)

(Unaudited)

Company^{(1)(2)(3)(22)}	Investment	Interest	Maturity Date	Par / Units		Amortized Cost^(4)(30)			Fair Value			Percentage of Net Assets
Debt Investments⁽⁵⁾
Aerospace and defense
Aviation Solutions Midco, LLC (dba STS Aviation)^(8)(24)	First lien senior secured loan	L + 8.25%	1/3/2025		38,052		37,583			33,866			2.5	%
Peraton Corp.^{(6)(23)(24)(25)}	First lien senior secured loan	L + 3.75%	2/1/2028		4,988		4,963			4,998			0.4	%
Peraton Corp.^(6)(23)(24)	Second lien senior secured loan	L + 7.75%	2/1/2029		15,000		14,780			14,775			1.1	%
Valence Surface Technologies LLC^(9)(24)	First lien senior secured loan	L + 6.75% (incl. 1.00% PIK)	6/28/2025		30,455		30,128			27,865			2.1	%
Valence Surface Technologies LLC^{(8)(16)(23)(24)}	First lien senior secured revolving loan	L + 6.75% (incl. 1.00% PIK)	6/28/2025		1,501		1,476			1,288			0.1	%
					89,996		88,930			82,792			6.2	%
Buildings and real estate
Associations, Inc.^(8)(24)	First lien senior secured loan	L + 7.00% (incl. 3.00% PIK)	7/30/2024		62,263		61,706			62,263			4.6	%
Associations, Inc.^{(8)(16)(18)(24)}	First lien senior secured delayed draw term loan	L + 7.00% (incl. 3.00% PIK)	7/30/2021		5,206		5,174			5,206			0.4	%
Associations, Inc.^(8)(23)(24)	First lien senior secured revolving loan	L + 6.00%	7/30/2024		1,000		994			1,000			0.1	%
Dodge Data & Analytics LLC^(12)(23)(24)	First lien senior secured loan	P + 6.50%	4/14/2026		6,478		6,353			6,349			0.5	%
Dodge Data & Analytics LLC^{(16)(17)(23)(24)}	First lien senior secured revolving loan	L + 7.50%	4/14/2026		—		(7	)		(7	)		—	%
REALPAGE, INC.^(6)(23)(24)	Second lien senior secured loan	L + 6.50%	4/23/2029		6,500		6,405			6,403			0.5	%
Reef Global, Inc. (fka Cheese Acquisition, LLC)^(9)(24)	First lien senior secured loan	L + 6.00% (incl. 1.25% PIK)	11/28/2024		18,663		18,522			17,823			1.3	%
Imperial Parking Canada^(11)(24)	First lien senior secured loan	C + 6.00% (incl. 1.25% PIK)	11/28/2024		3,962		3,699			3,784			0.3	%
Reef Global, Inc. (fka Cheese Acquisition, LLC)^{(6)(16)(23)(24)}	First lien senior secured revolving loan	L + 4.75%	11/28/2023		1,526		1,519			1,424			0.1	%
					105,598		104,365			104,245			7.8	%
Business services
Access CIG, LLC^(6)(24)	Second lien senior secured loan	L + 7.75%	2/27/2026		24,564		24,475			24,378			1.8	%
CIBT Global, Inc.^(12)(23)(24)	First lien senior secured loan	P + 4.25% (incl. 3.25% PIK)	6/3/2024		148		108			108			—	%
CIBT Global, Inc.^{(8)(23)(24)(29)}	Second lien senior secured loan	L + 7.75% (incl. 6.75% PIK)	12/1/2025		11,237		4,720			4,720			0.3	%
ConnectWise, LLC^(8)(24)	First lien senior secured loan	L + 5.25%	2/28/2025		33,173		32,892			33,173			2.4	%
ConnectWise, LLC^{(6)(16)(23)(24)}	First lien senior secured revolving loan	L + 5.25%	2/28/2025		226		197			226			—	%

Owl Rock Capital Corporation II

Consolidated Schedule of Investments (Continued)

As of June 30, 2021

(Amounts in thousands, except share amounts)

(Unaudited)

Company^{(1)(2)(3)(22)}	Investment	Interest	Maturity Date	Par / Units		Amortized Cost^(4)(30)			Fair Value			Percentage of Net Assets
Entertainment Benefits Group, LLC^(8)(24)	First lien senior secured loan	L + 8.25% (incl. 2.50% PIK)	9/30/2025		20,603		20,378			18,749			1.4	%
Entertainment Benefits Group, LLC^{(8)(16)(23)(24)}	First lien senior secured revolving loan	L + 8.25% (incl. 2.50% PIK)	9/30/2024		2,474		2,447			2,222			0.2	%
Hercules Borrower LLC (dba The Vincit Group)^(8)(24)	First lien senior secured loan	L + 6.50%	12/15/2026		28,702		28,303			28,487			2.1	%
Hercules Borrower LLC (dba The Vincit Group)^{(16)(17)(23)(24)}	First lien senior secured revolving loan	L + 6.50%	12/15/2026		—		(46	)		(25	)		—	%
Hercules Buyer LLC (dba The Vincit Group)^{(10)(23)(24)(26)}	Unsecured notes	0.48% (incl. 0.48% PIK)	12/14/2029		818		818			818			0.1	%
					121,945		114,292			112,856			8.3	%
Chemicals
Aruba Investments Holdings LLC (dba Angus Chemical Company)^(9)(23)(24)	Second lien senior secured loan	L + 7.75%	11/24/2028		22,500		22,185			22,388			1.6	%
Douglas Products and Packaging Company LLC^(8)(24)	First lien senior secured loan	L + 5.75%	10/19/2022		17,958		17,899			17,733			1.3	%
Douglas Products and Packaging Company LLC^(12)(16)(24)	First lien senior secured revolving loan	P + 4.75%	10/19/2022		1,170		1,166			1,151			0.1	%
Gaylord Chemical Company, L.L.C^(8)(24)	First lien senior secured loan	L + 6.00%	3/30/2027		30,315		30,023			30,012			2.2	%
Gaylord Chemical Company, L.L.C^{(16)(17)(23)(24)}	First lien senior secured revolving loan	L + 6.00%	3/30/2026		—		(25	)		(26	)		—	%
Innovative Water Care Global Corporation^(8)(24)	First lien senior secured loan	L + 5.00%	2/27/2026		24,438		23,189			23,704			1.7	%
Velocity HoldCo III Inc^(8)(23)(24)	First lien senior secured loan	L + 5.75%	4/22/2027		6,132		5,998			5,994			0.4	%
Velocity HoldCo III Inc^{(16)(17)(23)(24)}	First lien senior secured revolving loan	L + 5.75%	4/22/2026		—		(8	)		(8	)		—	%
					102,513		100,427			100,948			7.3	%
Consumer products
CD&R Smokey Buyer (fka Radio Systems)^{(23)(24)(25)(26)}	First lien senior secured note	6.75%	7/15/2025		18,750		18,759			20,089			1.5	%
Conair Holdings, LLC^(8)(23)(24)	Second lien senior secured loan	L + 7.50%	5/17/2029		45,000		44,278			44,663			3.3	%
Feradyne Outdoors, LLC^(8)(23)(24)	First lien senior secured loan	L + 6.25%	5/25/2023		765		762			765			0.1	%
Olaplex, Inc.^(6)(24)	First lien senior secured loan	L + 6.50%	1/8/2026		12,263		12,151			12,263			0.9	%

Owl Rock Capital Corporation II

Consolidated Schedule of Investments (Continued)

As of June 30, 2021

(Amounts in thousands, except share amounts)

(Unaudited)

Company^{(1)(2)(3)(22)}	Investment	Interest	Maturity Date	Par / Units		Amortized Cost^(4)(30)			Fair Value			Percentage of Net Assets
WU Holdco, Inc. (dba Weiman Products, LLC)^(8)(24)	First lien senior secured loan	L + 5.25%	3/26/2026		51,752		50,940			51,623			3.8	%
WU Holdco, Inc. (dba Weiman Products, LLC)^{(16)(17)(18)(23)(24)}	First lien senior secured delayed draw term loan	L + 5.25%	5/21/2022		—		(10	)		—			—	%
WU Holdco, Inc. (dba Weiman Products, LLC)^{(8)(16)(23)(24)}	First lien senior secured revolving loan	L + 5.25%	3/26/2025		1,479		1,426			1,470			0.1	%
					130,009		128,306			130,873			9.7	%
Containers and packaging
Pregis Topco LLC^{(6)(23)(24)(25)}	First lien senior secured loan	L + 4.00%	7/31/2026		128		122			128			—	%
Pregis Topco LLC^(6)(24)	Second lien senior secured loan	L + 8.00%	7/30/2027		39,967		39,286			39,967			2.9	%
					40,095		39,408			40,095			2.9	%
Distribution
Aramsco, Inc.^(6)(24)	First lien senior secured loan	L + 5.25%	8/28/2024		10,355		10,223			10,355			0.8	%
Aramsco, Inc.^{(16)(17)(23)(24)}	First lien senior secured revolving loan	L + 5.25%	8/28/2024		—		(14	)		—			—	%
Dealer Tire, LLC^{(6)(23)(24)(25)}	First lien senior secured loan	L + 4.25%	12/12/2025		4,968		4,959			4,965			0.4	%
Endries Acquisition, Inc.^(9)(24)	First lien senior secured loan	L + 6.25%	12/10/2025		22,355		22,085			22,130			1.6	%
Endries Acquisition, Inc.^{(16)(17)(23)(24)}	First lien senior secured revolving loan	L + 6.25%	12/10/2024		—		(30	)		(30	)		—	%
Individual Foodservice Holdings, LLC^(9)(24)	First lien senior secured loan	L + 6.25%	11/22/2025		32,901		32,383			32,653			2.4	%
Individual Foodservice Holdings, LLC^{(9)(16)(18)(23)(24)}	First lien senior secured delayed draw term loan	L + 6.25%	6/30/2022		2,678		2,565			2,624			0.2	%
Individual Foodservice Holdings, LLC^{(6)(16)(23)(24)}	First lien senior secured revolving loan	L + 6.25%	11/22/2024		403		337			368			—	%
Offen, Inc.^(6)(24)	First lien senior secured loan	L + 5.00%	6/22/2026		4,921		4,884			4,847			0.4	%
					78,581		77,392			77,912			5.8	%
Education
Instructure, Inc.^(6)(23)(24)	First lien senior secured loan	L + 5.50%	3/24/2026		24,322		24,032			24,322			1.8	%
Instructure, Inc.^{(16)(17)(23)(24)}	First lien senior secured revolving loan	L + 5.50%	3/24/2026		—		(18	)		—			—	%
Learning Care Group (US) No. 2 Inc.^(9)(24)	Second lien senior secured loan	L + 7.50%	3/13/2026		5,393		5,327			5,164			0.4	%
Pluralsight, LLC^(9)(23)(24)	First lien senior secured loan	L + 8.00%	4/6/2027		15,206		15,058			15,023			1.1	%
Pluralsight, LLC^{(16)(17)(23)(24)}	First lien senior secured revolving loan	L + 8.00%	4/6/2027		—		(12	)		(16	)		—	%

Owl Rock Capital Corporation II

Consolidated Schedule of Investments (Continued)

As of June 30, 2021

(Amounts in thousands, except share amounts)

(Unaudited)

Company^{(1)(2)(3)(22)}	Investment	Interest	Maturity Date	Par / Units		Amortized Cost^(4)(30)			Fair Value			Percentage of Net Assets
Severin Acquisition, LLC (dba PowerSchool)^(6)(24)	Second lien senior secured loan	L + 6.75%	8/3/2026		28,000		27,924			28,000			2.1	%
TSB Purchaser, Inc. (dba Teaching Strategies, Inc.)^(8)(24)	First lien senior secured loan	L + 6.00%	5/14/2024		9,544		9,417			9,521			0.7	%
TSB Purchaser, Inc. (dba Teaching Strategies, Inc.)^{(16)(17)(23)(24)}	First lien senior secured revolving loan	L + 6.00%	5/14/2024		—		(8	)		(2	)		—	%
					82,465		81,720			82,012			6.1	%
Energy equipment and services
Liberty Oilfield Services LLC^(6)(21)(24)	First lien senior secured loan	L + 7.63%	9/19/2022		1,073		1,068			1,073			0.1	%
					1,073		1,068			1,073			0.1	%
Financial services
AxiomSL Group, Inc.^(8)(23)(24)	First lien senior secured loan	L + 6.50%	12/3/2027		8,894		8,769			8,849			0.7	%
AxiomSL Group, Inc.^{(16)(17)(23)(24)}	First lien senior secured revolving loan	L + 6.50%	12/3/2025		—		(14	)		(5	)		—	%
Blackhawk Network Holdings, Inc.^(6)(24)	Second lien senior secured loan	L + 7.00%	6/15/2026		18,777		18,669			18,589			1.4	%
Hg Genesis 8 Sumoco Limited^{(15)(21)(23)(24)}	Unsecured facility	G + 6.00% (incl. 6.00% PIK)	8/28/2025		6,024		5,754			6,129			0.5	%
Hg Saturn Luchaco Limited^{(15)(21)(23)(24)}	Unsecured facility	G + 7.50% (incl. 7.50% PIK)	3/30/2026		26,248		26,044			26,445			1.9	%
NMI Acquisitionco, Inc. (dba Network Merchants)^(6)(24)	First lien senior secured loan	L + 5.50%	9/6/2023		4,689		4,637			4,665			0.3	%
NMI Acquisitionco, Inc. (dba Network Merchants)^{(16)(17)(23)(24)}	First lien senior secured revolving loan	L + 5.50%	9/6/2023		—		(1	)		—			—	%
Transact Holdings, Inc.^(6)(24)	First lien senior secured loan	L + 4.75%	4/30/2026		8,843		8,746			8,732			0.6	%
					73,475		72,604			73,404			5.4	%
Food and beverage
BP Veraison Holdings, LLC^(8)(23)(24)	First lien senior secured loan	L + 5.75%	5/12/2027		14,595		14,416			14,412			1.1	%
BP Veraison Holdings, LLC^{(16)(17)(18)(23)(24)}	First lien senior secured delayed draw term loan	L + 5.75%	5/12/2023		—		(7	)		(8	)		—	%
BP Veraison Holdings, LLC^{(16)(17)(23)(24)}	First lien senior secured revolving loan	L + 5.75%	5/12/2027		—		(22	)		(23	)		—	%
H-Food Holdings, LLC^(6)(24)(25)	First lien senior secured loan	L + 4.00%	5/23/2025		1		1			1			—	%
H-Food Holdings, LLC^(6)(24)	Second lien senior secured loan	L + 7.00%	3/2/2026		18,200		17,890			18,200			1.3	%
Hometown Food Company^(6)(24)	First lien senior secured loan	L + 5.00%	8/31/2023		2,219		2,198			2,219			0.2	%
Hometown Food Company^{(16)(17)(23)(24)}	First lien senior secured revolving loan	L + 5.00%	8/31/2023		—		(4	)		—			—	%

Owl Rock Capital Corporation II

Consolidated Schedule of Investments (Continued)

As of June 30, 2021

(Amounts in thousands, except share amounts)

(Unaudited)

Company^{(1)(2)(3)(22)}	Investment	Interest	Maturity Date	Par / Units		Amortized Cost^(4)(30)			Fair Value			Percentage of Net Assets
Manna Development Group, LLC^(6)(24)	First lien senior secured loan	L + 6.75%	10/24/2022		7,838		7,800			7,759			0.6	%
Manna Development Group, LLC^(6)(23)(24)	First lien senior secured revolving loan	L + 6.75%	10/24/2022		475		470			471			—	%
Nellson Nutraceutical, LLC^(8)(24)	First lien senior secured loan	L + 5.25%	12/23/2023		27,425		26,565			26,740			2.0	%
Nutraceutical International Corporation^(6)(24)	First lien senior secured loan	L + 7.00%	9/30/2026		37,176		36,676			36,991			2.7	%
Nutraceutical International Corporation^{(16)(17)(23)(24)}	First lien senior secured revolving loan	L + 7.00%	9/30/2025		—		(30	)		(12	)		—	%
Sara Lee Frozen Bakery, LLC (fka KSLB Holdings, LLC)^(6)(24)	First lien senior secured loan	L + 4.50%	7/30/2025		4,899		4,838			4,690			0.4	%
Sara Lee Frozen Bakery, LLC (fka KSLB Holdings, LLC)^{(6)(16)(23)(24)}	First lien senior secured revolving loan	L + 4.50%	7/30/2023		893		884			851			0.1	%
Shearer's Foods, LLC^(6)(24)	Second lien senior secured loan	L + 7.75%	9/22/2028		50,000		49,535			50,000			3.7	%
Sovos Brands Intermediate, Inc.^(7)(23)(24)	Second lien senior secured loan	L + 8.00%	6/8/2029		12,000		11,881			11,880			0.9	%
Ultimate Baked Goods Midco, LLC^(6)(24)	First lien senior secured loan	L + 4.00%	8/11/2025		2,925		2,889			2,925			0.2	%
Ultimate Baked Goods Midco, LLC^{(6)(16)(23)(24)}	First lien senior secured revolving loan	L + 4.00%	8/9/2023		155		150			155			—	%
					178,801		176,130			177,251			13.2	%
Healthcare equipment and services
Nelipak Holding Company^(8)(24)	First lien senior secured loan	L + 4.25%	7/2/2026		5,641		5,556			5,528			0.4	%
Nelipak Holding Company^{(8)(16)(23)(24)}	First lien senior secured revolving loan	L + 4.25%	7/2/2024		528		517			510			—	%
Nelipak Holding Company^{(16)(17)(23)(24)}	First lien senior secured revolving loan	E + 4.50%	7/2/2024		—		(33	)		(18	)		—	%
Nelipak Holding Company^(8)(24)	Second lien senior secured loan	L + 8.25%	7/2/2027		7,994		7,896			7,834			0.6	%
Nelipak Holding Company^(13)(23)(24)	Second lien senior secured loan	E + 8.50%	7/2/2027		8,503		7,927			8,249			0.6	%
Packaging Coordinators Midco, Inc.^(9)(24)	Second lien senior secured loan	L + 8.00%	11/30/2028		36,269		35,581			35,816			2.7	%
Patriot Acquisition TopCo S.A.R.L^(9)(23)(24)	First lien senior secured loan	L + 6.75%	1/29/2028		25,911		25,479			25,522			2.0	%
Patriot Acquisition TopCo S.A.R.L^{(16)(17)(23)(24)}	First lien senior secured revolving loan	L + 6.75%	1/29/2026		—		(50	)		(40	)		—	%
					84,846		82,873			83,401			6.3

Owl Rock Capital Corporation II

Consolidated Schedule of Investments (Continued)

As of June 30, 2021

(Amounts in thousands, except share amounts)

(Unaudited)

Company^{(1)(2)(3)(22)}	Investment	Interest	Maturity Date	Par / Units		Amortized Cost^(4)(30)			Fair Value			Percentage of Net Assets
Healthcare providers and services
Barracuda Dental LLC (dba National Dentex)^(8)(24)	First lien senior secured loan	L + 7.00%	10/27/2025		13,032		12,827			12,901			1.0	%
Barracuda Dental LLC (dba National Dentex)^{(8)(16)(18)(23)(24)}	First lien senior secured delayed draw term loan	L + 7.00%	3/31/2022		5,566		5,480			5,511			0.4	%
Barracuda Dental LLC (dba National Dentex)^{(6)(16)(23)(24)}	First lien senior secured revolving loan	L + 7.00%	10/27/2025		258		231			240			—	%
Confluent Health, LLC.^(6)(24)	First lien senior secured loan	L + 5.00%	6/24/2026		4,410		4,378			4,366			0.3	%
GI CCLS Acquisition LLC (fka GI Chill Acquisition LLC)^(8)(24)	Second lien senior secured loan	L + 7.50%	8/6/2026		12,375		12,286			12,313			0.9	%
KS Management Services, L.L.C.^(6)(24)	First lien senior secured loan	L + 4.25%	1/9/2026		49,250		48,768			49,250			3.6	%
Premier Imaging, LLC (dba LucidHealth)^(6)(24)	First lien senior secured loan	L + 5.75%	1/2/2025		7,588		7,490			7,511			0.6	%
Refresh Parent Holdings, Inc.^(8)(24)	First lien senior secured loan	L + 6.50%	12/9/2026		11,923		11,758			11,804			0.9	%
Refresh Parent Holdings, Inc.^{(8)(16)(18)(23)(24)}	First lien senior secured delayed draw term loan	L + 6.50%	6/9/2022		2,821		2,766			2,782			0.2	%
Refresh Parent Holdings, Inc.^{(16)(17)(23)(24)}	First lien senior secured revolving loan	L + 6.50%	12/9/2026		—		(20	)		(14	)		—	%
Quva Pharma, Inc.^(6)(24)	First lien senior secured loan	L + 5.50%	4/12/2028		11,818		11,472			11,464			0.8	%
Quva Pharma, Inc.^{(16)(17)(23)(24)}	First lien senior secured revolving loan	L + 5.50%	4/10/2026		—		(34	)		(35	)		—	%
TC Holdings, LLC (dba TrialCard)^(8)(24)	First lien senior secured loan	L + 4.50%	11/14/2023		20,835		20,685			20,835			1.5	%
TC Holdings, LLC (dba TrialCard)^{(16)(17)(23)(24)}	First lien senior secured revolving loan	L + 4.50%	11/14/2022		—		(16	)		—			—	%
					139,876		138,071			138,928			10.2	%
Healthcare technology
Bracket Intermediate Holding Corp.^(8)(23)(24)	First lien senior secured loan	L + 4.25%	9/5/2025		74		69			74			—	%
Bracket Intermediate Holding Corp.^(8)(24)	Second lien senior secured loan	L + 8.13%	9/7/2026		3,750		3,695			3,722			0.3	%
Definitive Healthcare Holdings, LLC^(8)(24)	First lien senior secured loan	L + 5.25%	7/16/2026		27,546		27,340			27,546			2.0	%
Definitive Healthcare Holdings, LLC^{(8)(16)(18)(23)(24)}	First lien senior secured delayed draw term loan	L + 5.25%	7/16/2021		1,087		1,052			1,087			0.1	%
Definitive Healthcare Holdings, LLC^{(16)(17)(23)(24)}	First lien senior secured revolving loan	L + 5.25%	7/16/2024		—		(9	)		—			—	%
Intelerad Medical Systems Incorporated (fka 11849573 Canada Inc.)^(8)(21)(24)	First lien senior secured loan	L + 6.25%	2/20/2026		30,179		29,859			29,879			2.2	%
Intelerad Medical Systems Incorporated (fka 11849573 Canada Inc.)^{(8)(16)(18)(21)(23)(24)}	First lien senior secured delayed draw term loan	L + 6.25%	8/16/2021		1,333		1,309			1,313			0.1	%
Intelerad Medical Systems Incorporated (fka 11849573 Canada Inc.)^{(8)(16)(21)(23)(24)}	First lien senior secured revolving loan	L + 6.25%	2/20/2026		375		357			357			—	%

Owl Rock Capital Corporation II

Consolidated Schedule of Investments (Continued)

As of June 30, 2021

(Amounts in thousands, except share amounts)

(Unaudited)

Company^{(1)(2)(3)(22)}	Investment	Interest	Maturity Date	Par / Units		Amortized Cost^(4)(30)			Fair Value			Percentage of Net Assets
Interoperability Bidco, Inc.^(9)(24)	First lien senior secured loan	L + 5.75%	6/25/2026		18,914		18,734			18,536			1.4	%
Interoperability Bidco, Inc.^{(16)(17)(23)(24)}	First lien senior secured revolving loan	L + 5.75%	6/25/2024		—		(7	)		(20	)		—	%
RL Datix Holdings (USA), Inc.^{(9)(21)(23)(24)}	First lien senior secured loan	L + 5.00%	4/27/2025		10,000		9,776			9,850			0.7	%
RL Datix Holdings (USA), Inc.^{(9)(21)(23)(24)}	Second lien senior secured loan	L + 8.50%	4/27/2026		5,000		4,888			4,925			0.4	%
					98,258		97,063			97,269			7.2	%
Household products
HGH Purchaser, Inc. (dba Horizon Services)^(8)(24)	First lien senior secured loan	L + 6.25%	11/3/2025		27,195		26,826			26,855			2.0	%
HGH Purchaser, Inc. (dba Horizon Services)^{(8)(16)(23)(24)}	First lien senior secured revolving loan	L + 6.25%	11/3/2025		243		217			213			—	%
Walker Edison Furniture Company LLC^(8)(24)	First lien senior secured loan	L + 5.75%	3/31/2027		24,938		24,576			24,687			1.8	%
					52,376		51,619			51,755			3.8	%
Human resource support services
The Ultimate Software Group, Inc.^(8)(23)(24)	Second lien senior secured loan	L + 6.75%	5/3/2027		262		260			267			—	%
					262		260			267			—
Infrastructure and environmental services
LineStar Integrity Services LLC^(9)(24)	First lien senior secured loan	L + 7.25%	2/12/2024		14,258		14,159			12,262			0.9	%
					14,258		14,159			12,262			0.9	%
Insurance
Ardonagh Midco 2 PLC^{(21)(23)(24)(26)}	Unsecured notes	11.50%	1/15/2027		532		528			581			—	%
Ardonagh Midco 3 PLC^{(15)(21)(23)(24)}	First lien senior secured loan	G + 7.71% (incl. 2.27% PIK)	7/14/2026		6,371		5,658			6,371			0.5	%
Ardonagh Midco 3 PLC^{(14)(21)(23)(24)}	First lien senior secured loan	E + 7.71% (incl. 2.27% PIK)	7/14/2026		576		531			575			—	%
Asurion, LLC^(6)(24)(25)	Second lien senior secured loan	L + 5.25%	1/31/2028		16,667		16,593			16,785			1.2	%
Evolution BuyerCo, Inc.^(8)(23)(24)	First lien senior secured loan	L + 6.25%	4/28/2028		25,419		25,064			25,058			1.8	%
Evolution BuyerCo, Inc.^{(16)(17)(18)(23)(24)}	First lien senior secured delayed draw term loan	L + 6.25%	4/30/2023		—		(9	)		(9	)		—	%
Evolution BuyerCo, Inc.^{(16)(17)(23)(24)}	First lien senior secured revolving loan	L + 6.25%	4/30/2027		—		(31	)		(32	)		—	%
Integrity Marketing Acquisition, LLC^(9)(24)	First lien senior secured loan	L + 5.50%	8/27/2025		27,710		27,363			27,571			2.0	%
Integrity Marketing Acquisition, LLC^{(16)(17)(23)(24)}	First lien senior secured revolving loan	L + 5.50%	8/27/2025		—		(19	)		(9	)		—	%

Owl Rock Capital Corporation II

Consolidated Schedule of Investments (Continued)

As of June 30, 2021

(Amounts in thousands, except share amounts)

(Unaudited)

Company^{(1)(2)(3)(22)}	Investment	Interest	Maturity Date	Par / Units		Amortized Cost^(4)(30)			Fair Value			Percentage of Net Assets
KWOR Acquisition, Inc. (dba Alacrity Solutions)^(6)(24)	First lien senior secured loan	L + 4.00%	6/3/2026		5,565		5,432			5,468			0.4	%
KWOR Acquisition, Inc. (dba Alacrity Solutions)^{(16)(17)(23)(24)}	First lien senior secured revolving loan	L + 3.25%	6/3/2024		—		(17	)		(23	)		—	%
KWOR Acquisition, Inc. (dba Alacrity Solutions)^(6)(24)	Second lien senior secured loan	L + 7.75%	12/3/2026		15,500		15,310			15,345			1.1	%
Norvax, LLC (dba GoHealth)^(8)(24)	First lien senior secured loan	L + 6.50%	9/15/2025		17,282		16,726			17,368			1.3	%
Norvax, LLC (dba GoHealth)^{(16)(17)(23)(24)}	First lien senior secured revolving loan	L + 6.50%	9/13/2024		—		(26	)		—			—	%
Peter C. Foy & Associated Insurance Services, LLC^(9)(24)	First lien senior secured loan	L + 6.50%	3/31/2026		34,956		34,580			34,956			2.6	%
Peter C. Foy & Associated Insurance Services, LLC^{(9)(16)(18)(23)(24)}	First lien senior secured delayed draw term loan	L + 6.25%	9/12/2022		1,826		1,780			1,826			0.1	%
Peter C. Foy & Associated Insurance Services, LLC^{(9)(16)(23)(24)}	First lien senior secured revolving loan	L + 6.50%	3/31/2026		718		687			718			0.1	%
RSC Acquisition, Inc (dba Risk Strategies)^(8)(24)	First lien senior secured loan	L + 5.50%	10/30/2026		13,344		13,159			13,211			1.0	%
RSC Acquisition, Inc (dba Risk Strategies)^{(8)(16)(23)(24)}	First lien senior secured revolving loan	L + 5.50%	10/30/2026		149		142			145			—	%
THG Acquisition, LLC (dba Hilb)^(8)(24)	First lien senior secured loan	L + 5.75%	12/2/2026		25,299		24,782			24,919			1.8	%
THG Acquisition, LLC (dba Hilb)^{(16)(17)(23)(24)}	First lien senior secured revolving loan	L + 5.75%	12/2/2025		—		(34	)		(28	)		—	%
					191,914		188,199			190,796			13.9	%
Internet software and services
3ES Innovation Inc. (dba Aucerna)^(8)(21)(24)	First lien senior secured loan	L + 6.75%	5/13/2025		10,866		10,757			10,730			0.8	%
3ES Innovation Inc. (dba Aucerna)^{(16)(17)(21)(23)(24)}	First lien senior secured revolving loan	L + 6.75%	5/13/2025		—		(6	)		(9	)		—	%
Apptio, Inc.^(9)(23)(24)	First lien senior secured loan	L + 7.25%	1/10/2025		7,364		7,267			7,364			0.5	%
Apptio, Inc.^{(9)(16)(23)(24)}	First lien senior secured revolving loan	L + 7.25%	1/10/2025		196		190			196			—	%
Barracuda Networks, Inc.^(8)(23)(24)	Second lien senior secured loan	L + 6.75%	10/30/2028		7,500		7,430			7,481			0.6	%
BCPE Nucleon (DE) SPV, LP^(9)(23)(24)	First lien senior secured loan	L + 7.00%	9/24/2026		35,556		35,063			35,288			2.6	%
BCTO BSI Buyer, Inc. (dba Buildertrend)^(8)(23)(24)	First lien senior secured loan	L + 7.00%	12/23/2026		8,482		8,403			8,440			0.6	%
BCTO BSI Buyer, Inc. (dba Buildertrend)^{(16)(17)(23)(24)}	First lien senior secured revolving loan	L + 7.00%	12/23/2026		—		(9	)		(5	)		—	%
Centrify Corporation^(8)(23)(24)	First lien senior secured loan	L + 6.00%	3/2/2028		13,271		12,950			12,939			1.0	%
Centrify Corporation^{(16)(17)(23)(24)}	First lien senior secured revolving loan	L + 6.00%	3/2/2027		—		(37	)		(34	)		—	%
Delta TopCo, Inc. (dba Infoblox, Inc.)^(9)(23)(24)	Second lien senior secured loan	L + 7.25%	12/1/2028		40,000		39,814			40,000			2.9	%

Owl Rock Capital Corporation II

Consolidated Schedule of Investments (Continued)

As of June 30, 2021

(Amounts in thousands, except share amounts)

(Unaudited)

Company^{(1)(2)(3)(22)}	Investment	Interest	Maturity Date	Par / Units		Amortized Cost^(4)(30)			Fair Value			Percentage of Net Assets
Forescout Technologies, Inc.^(8)(23)(24)	First lien senior secured loan	L + 9.50% (incl. 9.50% PIK)	8/17/2026		6,844		6,746			6,810			0.5	%
Forescout Technologies, Inc.^{(16)(17)(23)(24)}	First lien senior secured revolving loan	L + 8.50%	8/18/2025		—		(10	)		(4	)		—	%
Genesis Acquisition Co. (dba Procare Software)^(8)(24)	First lien senior secured loan	L + 4.00%	7/31/2024		2,025		2,002			1,949			0.1	%
Genesis Acquisition Co. (dba Procare Software)^(8)(23)(24)	First lien senior secured revolving loan	L + 4.00%	7/31/2024		293		290			282			—	%
H&F Opportunities LUX III S.À R.L (dba Checkmarx)^{(9)(21)(23)(24)}	First lien senior secured loan	L + 7.50%	4/16/2026		14,545		14,181			14,545			1.1	%
H&F Opportunities LUX III S.À R.L (dba Checkmarx)^{(16)(17)(21)(23)(24)}	First lien senior secured revolving loan	L + 7.50%	4/16/2026		—		(110	)		—			—	%
Hyland Software, Inc.^(6)(23)(24)	Second lien senior secured loan	L + 6.25%	7/7/2025		27,532		27,520			27,623			2.0	%
Informatica LLC (fka Informatica Corporation)^(23)(26)	Second lien senior secured loan	7.13%	2/25/2025		42,000		41,913			42,525			3.1	%
IQN Holding Corp. (dba Beeline)^(9)(24)	First lien senior secured loan	L + 5.50%	8/20/2024		26,084		25,856			26,084			1.9	%
IQN Holding Corp. (dba Beeline)^{(16)(17)(23)(24)}	First lien senior secured revolving loan	L + 5.50%	8/21/2023		—		(17	)		—			—	%
Litera Bidco LLC^(6)(24)	First lien senior secured loan	L + 5.85%	5/29/2026		24,051		23,777			24,051			1.8	%
Litera Bidco LLC^{(6)(16)(18)(23)(24)}	First lien senior secured delayed draw term loan	L + 6.00%	10/29/2022		354		343			354			—	%
Litera Bidco LLC^{(16)(17)(23)(24)}	First lien senior secured revolving loan	L + 5.75%	5/30/2025		—		(9	)		—			—	%
MessageBird BidCo B.V.^{(8)(21)(23)(24)}	First lien senior secured loan	L + 6.75%	5/6/2027		16,000		15,653			15,643			1.2	%
MINDBODY, Inc.^(9)(24)	First lien senior secured loan	L + 8.50% (incl. 1.50% PIK)	2/14/2025		10,346		10,279			9,855			0.7	%
MINDBODY, Inc.^{(16)(17)(23)(24)}	First lien senior secured revolving loan	L + 7.00%	2/14/2025		—		(6	)		(51	)		—	%
Thunder Purchaser, Inc.^(8)(23)(24)	First lien senior secured loan	L + 5.75%	6/30/2028		8,888		8,799			8,799			0.6	%
Thunder Purchaser, Inc.^{(16)(18)(23)(24)}	First lien senior secured delayed draw term loan	L + 5.75%	6/30/2023		—		—			—			—	%
Thunder Purchaser, Inc.^{(16)(17)(23)(24)}	First lien senior secured revolving loan	L + 5.75%	6/30/2027		—		(8	)		(8	)		—	%
Trader Interactive, LLC (fka Dominion Web Solutions, LLC)^(6)(24)	First lien senior secured loan	L + 6.00%	6/17/2024		23,173		23,040			23,114			1.7	%
Trader Interactive, LLC (fka Dominion Web Solutions, LLC)^{(16)(17)(23)(24)}	First lien senior secured revolving loan	L + 6.00%	6/15/2023		—		(1	)		—			—	%
					325,370		322,060			323,961			23.7	%

Owl Rock Capital Corporation II

Consolidated Schedule of Investments (Continued)

As of June 30, 2021

(Amounts in thousands, except share amounts)

(Unaudited)

Company^{(1)(2)(3)(22)}	Investment	Interest	Maturity Date	Par / Units		Amortized Cost^(4)(30)			Fair Value			Percentage of Net Assets
Leisure and entertainment
Troon Golf, L.L.C.^(8)(20)(24)	First lien senior secured term loan A and B	L + 5.50% (TLA: L + 3.5%; TLB: L + 5.98%)	3/29/2025		31,936		31,632			31,936			2.4	%
Troon Golf, L.L.C.^{(16)(17)(23)(24)}	First lien senior secured revolving loan	L + 5.50%	3/29/2025		—		(3	)		—			—	%
					31,936		31,629			31,936			2.4	%
Manufacturing
Gloves Buyer, Inc. (dba Protective Industrial Products)^(6)(23)(24)	Second lien senior secured loan	L + 8.25%	12/29/2028		6,300		6,149			6,206			0.5	%
Ideal Tridon Holdings, Inc.^(8)(24)	First lien senior secured loan	L + 5.75%	7/31/2024		13,581		13,415			13,480			1.0	%
Ideal Tridon Holdings, Inc.^{(16)(17)(23)(24)}	First lien senior secured revolving loan	L + 5.75%	7/31/2023		—		(12	)		(10	)		—	%
MHE Intermediate Holdings, LLC(dba Material Handling Services)^(8)(24)	First lien senior secured loan	L + 5.00%	3/8/2024		5,906		5,873			5,847			0.4	%
PHM Netherlands Midco B.V. (dba Loparex)^(8)(23)(24)	First lien senior secured loan	L + 4.50%	7/31/2026		197		184			197			—	%
PHM Netherlands Midco B.V. (dba Loparex)^(6)(24)	Second lien senior secured loan	L + 8.75%	8/2/2027		28,000		26,377			27,370			2.0	%
Professional Plumbing Group, Inc.^(8)(24)	First lien senior secured loan	L + 6.75%	4/16/2024		6,634		6,588			6,336			0.5	%
Professional Plumbing Group, Inc.^{(8)(16)(23)(24)}	First lien senior secured revolving loan	L + 6.75%	4/16/2023		857		853			785			0.1	%
Safety Products/JHC Acquisition Corp. (dba Justrite Safety Group)^(6)(24)	First lien senior secured loan	L + 4.50%	6/28/2026		3,498		3,473			3,219			0.2	%
Sonny's Enterprises LLC^(8)(24)	First lien senior secured loan	L + 7.00%	8/5/2026		23,602		23,188			23,602			1.7	%
Sonny's Enterprises LLC^{(8)(16)(18)(23)(24)}	First lien senior secured delayed draw term loan	L + 7.00%	4/30/2022		15,962		15,649			15,962			1.2	%
Sonny's Enterprises LLC^{(16)(17)(23)(24)}	First lien senior secured revolving loan	L + 7.00%	8/5/2025		—		(43	)		—			—	%
					104,537		101,694			102,994			7.6	%
Oil and gas
Black Mountain Sand Eagle Ford LLC^(8)(23)(24)	First lien senior secured loan	L + 8.25%	8/17/2022		4,972		4,957			4,599			0.3	%
Project Power Buyer, LLC (dba PEC-Veriforce)^(8)(24)	First lien senior secured loan	L + 6.25%	5/14/2026		7,998		7,915			7,978			0.6	%
Project Power Buyer, LLC (dba PEC-Veriforce)^{(16)(17)(23)(24)}	First lien senior secured revolving loan	L + 6.25%	5/14/2025		—		(5	)		(1	)		—	%
Zenith Energy U.S. Logistics Holdings, LLC^(8)(24)	First lien senior secured loan	L + 6.00%	12/20/2024		28,133		27,628			27,993			2.2	%
					41,103		40,495			40,569			3.1	%

Owl Rock Capital Corporation II

Consolidated Schedule of Investments (Continued)

As of June 30, 2021

(Amounts in thousands, except share amounts)

(Unaudited)

Company^{(1)(2)(3)(22)}	Investment	Interest	Maturity Date	Par / Units		Amortized Cost^(4)(30)			Fair Value			Percentage of Net Assets
Professional services
AmSpec Services Inc.^(8)(24)	First lien senior secured loan	L + 5.75%	7/2/2024		18,865		18,670			18,582			1.4	%
AmSpec Services Inc.^{(12)(16)(23)(24)}	First lien senior secured revolving loan	P + 3.75%	7/2/2024		401		379			364			—	%
DMT Solutions Global Corporation^(8)(24)	First lien senior secured loan	L + 7.50%	7/2/2024		8,917		8,717			8,761			0.6	%
GC Agile Holdings Limited (dba Apex Fund Services)^(8)(21)(24)	First lien senior secured loan	L + 7.00%	6/15/2025		26,158		25,839			26,093			1.9	%
GC Agile Holdings Limited (dba Apex Fund Services)^{(8)(16)(21)(23)(24)}	First lien senior secured revolving loan	L + 7.00%	6/15/2023		859		838			855			0.1	%
Gerson Lehrman Group, Inc.^(9)(24)	First lien senior secured loan	L + 4.75%	12/12/2024		7,443		7,397			7,443			0.5	%
Gerson Lehrman Group, Inc.^{(16)(17)(23)(24)}	First lien senior secured revolving loan	L + 4.75%	12/12/2024		—		(12	)		—			—	%
Relativity ODA LLC^(6)(23)(24)	First lien senior secured loan	L + 8.50% (incl. 7.50% PIK)	5/12/2027		14,912		14,694			14,689			1.1	%
Relativity ODA LLC^{(16)(17)(23)(24)}	First lien senior secured revolving loan	L + 7.50%	5/12/2027		—		(22	)		(22	)		—	%
					77,555		76,500			76,765			5.6	%
Specialty retail
BIG Buyer, LLC^(9)(23)(24)	First lien senior secured loan	L + 6.50%	11/20/2023		20,156		19,884			19,968			1.5	%
BIG Buyer, LLC^{(16)(17)(18)(23)(24)}	First lien senior secured delayed draw term loan	L + 6.50%	4/28/2022		—		(29	)		(12	)		—	%
BIG Buyer, LLC^{(16)(17)(23)(24)}	First lien senior secured revolving loan	L + 6.50%	11/20/2023		—		(19	)		(13	)		—	%
EW Holdco, LLC (dba European Wax)^(6)(24)	First lien senior secured loan	L + 5.50%	9/25/2024		31,784		31,560			31,069			2.3	%
Galls, LLC^(8)(24)	First lien senior secured loan	L + 6.75% (incl. 0.50% PIK)	1/31/2025		17,115		16,972			15,917			1.2	%
Galls, LLC^{(8)(16)(23)(24)}	First lien senior secured revolving loan	L + 6.75% (incl. 0.50% PIK)	1/31/2024		3,338		3,314			3,097			0.2	%
Milan Laser Holdings LLC^(8)(24)	First lien senior secured loan	L + 5.00%	4/27/2027		23,039		22,815			22,809			1.7	%
Milan Laser Holdings LLC^{(16)(17)(23)(24)}	First lien senior secured revolving loan	L + 5.00%	4/27/2026		—		(19	)		(20	)		—	%
					95,432		94,478			92,815			6.9	%
Telecommunications
Park Place Technologies, LLC^(6)(23)(24)	First lien senior secured loan	L + 5.00%	11/10/2027		2,494		2,401			2,450			0.2	%
					2,494		2,401			2,450			0.2	%

Owl Rock Capital Corporation II

Consolidated Schedule of Investments (Continued)

As of June 30, 2021

(Amounts in thousands, except share amounts)

(Unaudited)

Company^{(1)(2)(3)(22)}	Investment	Interest	Maturity Date	Par / Units		Amortized Cost^(4)(30)			Fair Value		Percentage of Net Assets
Transportation
Lazer Spot G B Holdings, Inc.^(8)(24)	First lien senior secured loan	L + 5.75%	12/9/2025		40,696		40,147			40,696		3.0	%
Lazer Spot G B Holdings, Inc.^{(16)(17)(23)(24)}	First lien senior secured revolving loan	L + 5.75%	12/9/2025		—		(96	)		—		—	%
Lytx, Inc.^(6)(23)(24)	First lien senior secured loan	L + 6.25%	2/28/2026		17,781		17,564			17,602		1.3	%
Lytx, Inc.^{(6)(16)(18)(23)(24)}	First lien senior secured delayed draw term loan	L + 6.25%	2/28/2023		1,546		1,512			1,484		0.1	%
Motus, LLC and Runzheimer International LLC^(8)(19)(24)	First lien senior secured loan	L + 5.50%	1/17/2024		6,456		6,377			6,456		0.5	%
					66,479		65,504			66,238		4.9	%
Total non-controlled/non-affiliated portfolio company debt investments					2,331,247		2,291,647			2,295,867		169.5	%
Equity Investments
Automotive
Metis HoldCo, Inc. (dba Mavis Tire Express Services)^{(23)(24)(26)(27)}	Series A Convertible Preferred Stock	7.00% PIK	N/A		32,308		31,571			31,541		2.3	%
							31,571			31,541		2.3	%
Buildings and real estate
Skyline Holdco B, Inc. (dba Dodge Data & Analytics)^{(23)(24)(27)(32)}	Series A Preferred Stock	N/A	N/A		648		648			648		—	%
							648			648		—	%
Business Services
Hercules Buyer LLC (dba The Vincit Group)^{(10)(23)(24)(27)(32)}	Common Units	N/A	N/A		350,000		350			350		—	%
							350			350		—	%
Consumer Products
ASP Conair Holdings, L.P.^{(23)(24)(27)(32)}	Class A Units	N/A	N/A		1,286		1,286			1,286		0.1	%
							1,286			1,286		0.1	%
Food and beverage
H-Food Holdings, LLC^{(23)(24)(27)(32)}	LLC Interest	N/A	N/A		1,625		1,625			1,992		0.1	%
							1,625			1,992		0.1	%
Healthcare equipment and services
KPCI Holdings, L.P.^{(23)(24)(27)(32)}	LP Interest	N/A	N/A		4,701		4,701			5,436		0.4	%
Patriot Holdings SCSp (dba Corza Health, Inc.)^{(23)(24)(26)(27)}	Class A Units	8.00% PIK	N/A		18,864		1,416			1,416		0.1	%
Patriot Holdings SCSp (dba Corza Health, Inc.)^{(23)(24)(27)(32)}	Class B Units	N/A	N/A		1,370		—			—		—	%
							6,117			6,852		0.5

Owl Rock Capital Corporation II

Consolidated Schedule of Investments (Continued)

As of June 30, 2021

(Amounts in thousands, except share amounts)

(Unaudited)

Company^{(1)(2)(3)(22)}	Investment	Interest	Maturity Date	Par / Units		Amortized Cost^(4)(30)		Fair Value		Percentage of Net Assets
Healthcare providers and services
Restore OMH Intermediate Holdings, Inc.^{(23)(24)(26)(27)}	Senior Preferred Stock	13.00% PIK	N/A		305		3,187		3,190		0.2	%
							3,187		3,190		0.2	%
Insurance
Evolution Parent, LP (dba SIAA)^{(23)(24)(27)(32)}	LP Interest	N/A	N/A		892		892		892		0.1	%
Norvax, LLC (dba GoHealth)^{(23)(24)(32)(33)}	Common Stock	N/A	N/A		227,097		1,163		2,546		0.2	%
PCF Holdco, LLC^{(16)(23)(24)(27)(32)}	Class A Units	N/A	N/A		—		4		—		—	%
							2,059		3,438		0.3	%
Internet software and services
MessageBird BidCo B.V.^{(21)(23)(24)(27)(32)}	Warrants	N/A	N/A		—		157		157		—	%
Thunder Topco L.P. (dba Vector Solutions)^{(23)(24)(27)(32)}	Common Units	N/A	N/A		783		783		783		0.1	%
							940		940		0.1	%
Manufacturing
Gloves Holdings, LP (dba Protective Industrial Products) ^{(23)(24)(27)(32)}	LP Interest	N/A	N/A		700		700		784		0.1	%
Windows Entities^{(21)(23)(24)(27)(28)}	LLC Interest	N/A	N/A		10,607		19,499		29,542		2.2	%
							20,199		30,326		2.3	%
Total non-controlled/non-affiliated portfolio company equity investments							67,982		80,563		5.8	%
Total non-controlled/non-affiliated portfolio company investments							2,359,629		2,376,430		175.3	%

Owl Rock Capital Corporation II

Consolidated Schedule of Investments (Continued)

As of June 30, 2021

(Amounts in thousands, except share amounts)

(Unaudited)

Company^{(1)(2)(3)(22)}	Investment	Interest	Maturity Date	Par / Units		Amortized Cost^(4)(30)		Fair Value		Percentage of Net Assets
Non-controlled/affiliated portfolio company investments
Debt Investments
Advertising and media
Swipe Acquisition Corporation (dba PLI)^{(8)(23)(24)(31)}	First lien senior secured loan	L + 8.00%	6/29/2024		6,205		6,097		6,112		0.5	%
Swipe Acquisition Corporation (dba PLI)^{(8)(16)(18)(23)(24)(31)}	First lien senior secured delayed draw term loan	L + 8.00%	12/31/2021		965		965		926		0.1	%
Swipe Acquisition Corporation (dba PLI)^{(16)(23)(24)(31)}	Letter of Credit	L + 8.00%	6/29/2024		—		—		—		—	%
					7,170		7,062		7,038		0.6	%
Total non-controlled/affiliated portfolio company debt investments					7,170		7,062		7,038		0.6	%

Equity Investments
Advertising and media
New PLI Holdings, LLC (dba PLI)^{(23)(24)(27)(31)(32)}	Class A Common Units	N/A	N/A		10,755		5,952		5,952		0.4	%
							5,952		5,952		0.4	%
Total non-controlled/affiliated portfolio company equity investments							5,952		5,952		0.4	%
Total non-controlled/affiliated portfolio company investments							13,014		12,990		1.0	%
Total Investments						$	2,372,643	$	2,389,420		176.3	%

________________

⁽¹⁾

Certain portfolio company investments are subject to contractual restrictions on sales.

⁽²⁾

Unless otherwise indicated, all investments are non-controlled, non-affiliated investments. Non-controlled, non-affiliated investments are defined as investments in which the Company owns less than 5% of the portfolio company’s outstanding voting securities and does not have the power to exercise control over the management or policies of such portfolio company.

⁽³⁾

Unless otherwise indicated, all investments are considered Level 3 investments.

⁽⁴⁾

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.

⁽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 London Interbank Offered Rate (“LIBOR” or “L”) (which can include one-, two-, three-, six- or twelve-month LIBOR), Euro Interbank Offered Rate (“EURIBOR” or “E”, which can include one-, two-, three- or six-month EURIBOR), British pound sterling LIBOR (“GBPLIBOR” or “G”), or an alternate base rate (which can include the Federal Funds Effective Rate or the Prime Rate), 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 LIBOR, which as of June 30, 2021 was 0.10%.

⁽⁷⁾

The interest rate on these loans is subject to 2 month LIBOR, which as of June 30, 2021 was 0.13%.

⁽⁸⁾

The interest rate on these loans is subject to 3 month LIBOR, which as of June 30, 2021 was 0.15%.

⁽⁹⁾

The interest rate on these loans is subject to 6 month LIBOR, which as of June 30, 2021 was 0.16%.

⁽¹⁰⁾

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.

Owl Rock Capital Corporation II

Consolidated Schedule of Investments (Continued)

As of June 30, 2021

(Amounts in thousands, except share amounts)

(Unaudited)

⁽¹¹⁾

The interest rate on this loan is subject to 3 month Canadian Dollar Offered Rate (“CDOR” or “C”), which as of June 30, 2021 was 0.44%.

⁽¹²⁾

The interest rate on these loans is subject to Prime, which as of June 30, 2021 was 3.25%.

⁽¹³⁾

The interest rate on this loan is subject to 3 month EURIBOR, which as of June 30, 2021 was (0.54)%.

⁽¹⁴⁾

The interest rate on this loan is subject to 6 month EURIBOR, which as of June 30, 2021 was (0.52)%.

⁽¹⁵⁾

The interest rate on this loan is subject to 6 month GBPLIBOR, which as of June 30, 2021 was 0.11%.

⁽¹⁶⁾

Position or portion thereof is an unfunded loan or equity commitment. See Note 7 “Commitments and Contingencies”.

⁽¹⁷⁾

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.

⁽¹⁸⁾

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.

⁽¹⁹⁾

The Company may be entitled to receive additional interest as a result of an arrangement with other lenders in the syndication. In exchange for the higher interest rate, the “last-out” portion is at a greater risk of loss.

⁽²⁰⁾

The first lien term loan is comprised of two components: Term Loan A and Term Loan B. The Company's Term Loan A and Term Loan B principal amounts are $6.2 million and $25.8 million, respectively. Both Term Loan A and Term Loan B have the same maturity date. Interest disclosed reflects the blended rate of the first lien term loan. The Term Loan A represents a ‘first-out’ tranche and the Term Loan B represents a ‘last-out’ tranche. The ‘first-out’ tranche has priority as to the ‘last-out’ tranche with respect to payments of principal, interest and any amounts due thereunder.

⁽²¹⁾

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 June 30, 2021, non-qualifying assets represented 6.2% of total assets as calculated in accordance with the regulatory requirements.

⁽²²⁾

Unless otherwise indicated, all or a portion of the Company’s portfolio companies are pledged as collateral supporting the available capacity under the SPV Asset Facilities. See Note 6 “Debt.”

⁽²³⁾

Investment is not pledged as collateral for the credit facilities.

⁽²⁴⁾

Represents co-investment made with the Company’s affiliates in accordance with the terms of exemptive relief that the Company received from the U.S. Securities and Exchange Commission. See Note 3 “Agreements and Related Party Transactions.”

⁽²⁵⁾

Level 2 investment.

⁽²⁶⁾

Investment does not contain a variable rate structure.

⁽²⁷⁾

Securities acquired in transactions 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 June 30, 2021, the aggregate fair value of these securities is $84.0 million, or 6.2% of the Company’s net assets. The acquisition dates of the restricted securities are as follows:

Portfolio Company	Investment	Acquisition Date
ASP Conair Holdings LP	Class A Units	May 17, 2021
Evolution Parent, LP (dba SIAA)	LP Interest	April 30, 2021
Gloves Holdings, LP (dba Protective Industrial Products)	LP Interest	December 29, 2020
Hercules Borrower LLC (dba The Vincit Group)	Common Units	December 15, 2020
H-Food Holdings, LLC	LLC Interest	November 23, 2018
KPCI Holdings, L.P.	LP Interest	November 30, 2020
MessageBird Holding B.V.	Warrants	May 5, 2021
Metis HoldCo, Inc. (dba Mavis Tire Express Services)	Series A Convertible Preferred Stock	May 4, 2021
New PLI Holdings, LLC (dba PLI)	Class A Common Units	December 23, 2020
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	Class A Units	March 30, 2021
Restore OMH Intermediate Holdings, Inc.	Senior Preferred Stock	December 9, 2020
Skyline Holdco B, Inc. (dba Dodge Data & Analytics)	Series A Preferred Stock	April 14, 2021
Thunder Topco L.P. (dba Vector Solutions)	Common Units	June 30, 2021
Windows Entities	LLC Interest	January 16, 2020

⁽²⁸⁾

Investment represents multiple underlying investments, including Midwest Custom Windows, LLC, Greater Toronto Custom Windows, Corp., Garden State Custom Windows, LLC, Long Island Custom Windows, LLC, Jemico, LLC and Atlanta Custom Windows, LLC. Greater Toronto Custom Windows, Corp. is considered a non-qualifying asset, with a fair value of $2.1 million as of June 30, 2021.

⁽²⁹⁾

Loan was on non-accrual status as of June 30, 2021.

Owl Rock Capital Corporation II

Consolidated Schedule of Investments (Continued)

As of June 30, 2021

(Amounts in thousands, except share amounts)

(Unaudited)

⁽³⁰⁾

As of June 30, 2021, the net estimated unrealized loss for U.S. federal income tax purposes was $2.4 million based on a tax cost basis of $2.4 billion. As of June 30, 2021, the estimated aggregate gross unrealized loss for U.S. federal income tax purposes was $34.6 million and the estimated aggregate gross unrealized gain for U.S. federal income tax purposes was $32.2 million.

⁽³¹⁾

Under the 1940 Act, the Company is deemed to be an “Affiliated Person” of, as defined in the 1940 Act, this portfolio company, as the Company owns more than 5% of the portfolio company’s outstanding voting securities. Transactions during the three months ended June 30, 2021 in which the Company was an Affiliated Person of the portfolio company are as follows:

Company	Fair Value at December 31, 2020		Gross Additions^(a)		Gross Reductions^(b)		Net Change in Unrealized Gain/(Loss)		Realized Gain/(Loss)		Transfers		Fair Value at June 30, 2021		Other Income		Interest Income
Swipe Acquisition Corporation (dba PLI)	$	12,312	$	649	$	—	$	29	$	—	$	—	$	12,990	$	41	$	326
Total	$	12,312	$	649	$	—	$	29	$	—	$	—	$	12,990	$	41	$	326

^(a)

Gross additions may include increases in the cost basis of investments resulting from new investments, amounts related to payment-in-kind (“PIK”) interest capitalized and added to the principal balance of the respective loans, the accretion of discounts, the exchange of one or more existing investments for one or more new investments and the movement at fair value of an existing portfolio company into this controlled affiliated category from a different category.

^(b)

Gross reductions may include decreases in the cost basis of investments resulting from principal collections related to investment repayments and sales, return of capital, the amortization of premiums and the exchange of one or more existing securities for one or more new securities.

⁽³²⁾

Investment is non-income producing.

⁽³³⁾

Level 1 investment.

The accompanying notes are an integral part of these consolidated financial statements.

Owl Rock Capital Corporation II

Consolidated Schedule of Investments

As of December 31, 2020

(Amounts in thousands, except share amounts)

Company^{(1)(2)(3)(22)}	Investment	Interest	Maturity Date	Par / Units		Amortized Cost^(4)(30)			Fair Value			Percentage of Net Assets
Debt Investments⁽⁵⁾
Advertising and media
IRI Holdings, Inc.^(6)(24)	First lien senior secured loan	L + 4.25%	12/1/2025	$	11,883	$	11,793		$	11,764			0.9	%
					11,883		11,793			11,764			0.9	%
Aerospace and defense
Aviation Solutions Midco, LLC (dba STS Aviation)^(8)(24)	First lien senior secured loan	L + 9.25% (incl. 9.25% PIK)	1/3/2025		37,186		36,660			32,352			2.5	%
Valence Surface Technologies LLC^(9)(24)	First lien senior secured loan	L + 5.75%	6/30/2025		24,625		24,335			22,532			1.8	%
Valence Surface Technologies LLC^{(8)(16)(18)(23)(24)}	First lien senior secured delayed draw term loan	L + 5.75%	6/28/2021		5,955		5,879			5,321			0.4	%
Valence Surface Technologies LLC^{(16)(17)(23)(24)}	First lien senior secured revolving loan	L + 5.75%	6/30/2025		—		(28	)		(213	)		—	%
					67,766		66,846			59,992			4.7	%
Automotive
Mavis Tire Express Services Corp.^{(8)(23)(24)(25)}	First lien senior secured loan	L + 3.25%	3/20/2025		128		121			126			—	%
Mavis Tire Express Services Corp.^(8)(24)	Second lien senior secured loan	L + 7.57%	3/20/2026		26,695		26,290			26,229			2.0	%
Mavis Tire Express Services Corp.^{(16)(17)(18)(23)(24)}	Second lien senior secured delayed draw term loan	L + 8.00%	3/20/2021		—		—			(4	)		—	%
					26,823		26,411			26,351			2.0	%
Buildings and real estate
Associations, Inc.^(8)(24)	First lien senior secured loan	L + 7.00% (incl. 3.00% PIK)	7/30/2024		61,655		61,022			61,348			4.8	%
Associations, Inc.^{(8)(16)(18)(24)}	First lien senior secured delayed draw term loan	L + 7.00% (incl. 3.00% PIK)	7/30/2021		5,127		5,089			5,100			0.4	%
Associations, Inc.^(8)(23)(24)	First lien senior secured revolving loan	L + 6.00%	7/30/2024		1,000		993			990			0.1	%
Reef Global, Inc. (fka Cheese Acquisition, LLC)^(9)(24)	First lien senior secured loan	L + 5.75% (incl. 1.00% PIK)	11/28/2024		18,647		18,464			17,808			1.4	%
Imperial Parking Canada^(11)(24)	First lien senior secured loan	C + 6.25% (incl. 1.25% PIK)	11/28/2024		3,854		3,689			3,682			0.3	%
Reef Global, Inc. (fka Cheese Acquisition, LLC)^{(6)(16)(23)(24)}	First lien senior secured revolving loan	L + 4.75%	11/28/2023		1,526		1,512			1,424			0.1	%
Velocity Commercial Capital, LLC^(8)(24)	First lien senior secured loan	L + 7.50%	8/29/2024		14,020		13,886			13,844			1.1	%
					105,829		104,655			104,196			8.2	%

Owl Rock Capital Corporation II

Consolidated Schedule of Investments (Continued)

As of December 31, 2020

(Amounts in thousands, except share amounts)

Company^{(1)(2)(3)(22)}	Investment	Interest	Maturity Date	Par / Units		Amortized Cost^(4)(30)			Fair Value			Percentage of Net Assets
Business services
Access CIG, LLC^(6)(24)	Second lien senior secured loan	L + 7.75%	2/27/2026		24,564		24,467			24,134			1.9	%
CIBT Global, Inc.^(8)(23)(24)	First lien senior secured loan	L + 3.75%	6/3/2024		149		115			106			—	%
CIBT Global, Inc.^{(8)(23)(24)(29)}	Second lien senior secured loan	L + 7.75% (incl. 6.75% PIK)	6/2/2025		11,051		10,096			5,746			0.4	%
ConnectWise, LLC^(8)(24)	First lien senior secured loan	L + 5.25%	2/28/2025		33,342		33,026			33,342			2.6	%
ConnectWise, LLC^{(6)(16)(23)(24)}	First lien senior secured revolving loan	L + 5.25%	2/28/2025		903		870			903			0.1	%
Entertainment Benefits Group, LLC^(8)(24)	First lien senior secured loan	L + 8.25% (incl. 2.50% PIK)	9/30/2025		20,313		20,065			17,875			1.4	%
Entertainment Benefits Group, LLC^{(8)(16)(23)(24)}	First lien senior secured revolving loan	L + 8.25% (incl. 2.50% PIK)	9/30/2024		2,523		2,493			2,188			0.2	%
Hercules Borrower LLC (dba The Vincit Group)^(9)(23)(24)	First lien senior secured loan	L + 6.50%	12/15/2026		28,774		28,345			28,342			2.2	%
Hercules Borrower LLC (dba The Vincit Group)^{(16)(17)(23)(24)}	First lien senior secured revolving loan	L + 6.50%	12/15/2026		—		(50	)		(50	)		—	%
Hercules Buyer LLC (dba The Vincit Group)^(23)(24)(26)	Unsecured notes	0.48% (incl. 0.48% PIK)	12/14/2029		817		817			817			0.1	%
					122,436		120,244			113,403			8.9	%
Chemicals
Aruba Investments Holdings LLC (dba Angus Chemical Company)^(9)(23)(24)	Second lien senior secured loan	L + 7.75%	11/24/2028		22,500		22,170			22,163			1.7	%
Douglas Products and Packaging Company LLC^(8)(24)	First lien senior secured loan	L + 5.75%	10/19/2022		18,051		17,967			17,689			1.4	%
Douglas Products and Packaging Company LLC^(12)(16)(24)	First lien senior secured revolving loan	P + 4.75%	10/19/2022		509		504			478			—	%
Innovative Water Care Global Corporation^(8)(24)	First lien senior secured loan	L + 5.00%	2/27/2026		24,563		23,197			21,615			1.7	%
					65,623		63,838			61,945			4.8	%
Consumer products
CD&R Smokey Buyer (fka Radio Systems)^{(23)(24)(25)(26)}	First lien senior secured note	6.75%	7/15/2025		18,750		18,759			20,072			1.6	%
Feradyne Outdoors, LLC^(8)(23)(24)	First lien senior secured loan	L + 6.25%	5/25/2023		765		761			750			0.1	%
Olaplex, Inc.^(6)(23)(24)	First lien senior secured loan	L + 6.50%	1/8/2026		12,421		12,297			12,297			1.0	%
WU Holdco, Inc. (dba Weiman Products, LLC)^(8)(24)	First lien senior secured loan	L + 5.25%	3/26/2026		48,030		47,225			47,789			3.6	%
WU Holdco, Inc. (dba Weiman Products, LLC)^{(8)(16)(23)(24)}	First lien senior secured revolving loan	L + 5.25%	3/26/2025		455		427			445			—	%
					80,421		79,469			81,353			6.3	%

Owl Rock Capital Corporation II

Consolidated Schedule of Investments (Continued)

As of December 31, 2020

(Amounts in thousands, except share amounts)

Company^{(1)(2)(3)(22)}	Investment	Interest	Maturity Date	Par / Units		Amortized Cost^(4)(30)			Fair Value			Percentage of Net Assets
Containers and packaging
Pregis Topco LLC^{(6)(23)(24)(25)}	First lien senior secured loan	L + 3.75%	7/31/2026		129		122			128			—	%
Pregis Topco LLC^(6)(24)	Second lien senior secured loan	L + 7.75%	7/30/2027		39,967		39,243			39,767			3.1	%
					40,096		39,365			39,895			3.1	%
Distribution
Aramsco, Inc.^(6)(24)	First lien senior secured loan	L + 5.25%	8/28/2024		10,408		10,257			10,304			0.8	%
Aramsco, Inc.^{(16)(17)(23)(24)}	First lien senior secured revolving loan	L + 5.25%	8/28/2024		—		(16	)		(10	)		—	%
Dealer Tire, LLC^{(6)(23)(24)(25)}	First lien senior secured loan	L + 4.25%	12/12/2025		29,700		29,642			29,427			2.3	%
Endries Acquisition, Inc.^(10)(24)	First lien senior secured loan	L + 6.25%	12/10/2025		22,469		22,173			22,075			1.7	%
Endries Acquisition, Inc.^{(16)(17)(23)(24)}	First lien senior secured revolving loan	L + 6.25%	12/10/2024		—		(34	)		(53	)		—	%
Individual Foodservice Holdings, LLC^(9)(24)	First lien senior secured loan	L + 6.25%	11/22/2025		33,067		32,497			32,571			2.5	%
Individual Foodservice Holdings, LLC^{(9)(16)(18)(23)(24)}	First lien senior secured delayed draw term loan	L + 6.25%	6/30/2022		2,221		2,096			2,114			0.2	%
Individual Foodservice Holdings, LLC^{(6)(16)(23)(24)}	First lien senior secured revolving loan	L + 6.25%	11/22/2024		1,007		931			939			0.1	%
Offen, Inc.^(6)(24)	First lien senior secured loan	L + 5.00%	6/22/2026		4,944		4,905			4,821			0.4	%
					103,816		102,451			102,188			8.0	%
Education
Instructure, Inc.^(8)(23)(24)	First lien senior secured loan	L + 7.00%	3/24/2026		25,913		25,578			25,913			2.0	%
Instructure, Inc.^{(16)(17)(23)(24)}	First lien senior secured revolving loan	L + 7.00%	3/24/2026		—		(20	)		—			—	%
Learning Care Group (US) No. 2 Inc.^(9)(24)	Second lien senior secured loan	L + 7.50%	3/13/2026		5,393		5,321			4,746			0.4	%
Severin Acquisition, LLC (dba PowerSchool)^(6)(24)	Second lien senior secured loan	L + 6.75%	8/3/2026		28,000		27,918			27,370			2.1	%
TSB Purchaser, Inc. (dba Teaching Strategies, Inc.)^(8)(24)	First lien senior secured loan	L + 6.00%	5/14/2024		9,594		9,446			9,522			0.7	%
TSB Purchaser, Inc. (dba Teaching Strategies, Inc.)^{(16)(17)(23)(24)}	First lien senior secured revolving loan	L + 6.00%	5/14/2024		—		(9	)		(5	)		—	%
					68,900		68,234			67,546			5.2	%
Energy equipment and services
Liberty Oilfield Services LLC^(6)(21)(24)	First lien senior secured loan	L + 7.63%	9/19/2022		1,082		1,074			1,069			0.1	%
					1,082		1,074			1,069			0.1	%

Owl Rock Capital Corporation II

Consolidated Schedule of Investments (Continued)

As of December 31, 2020

(Amounts in thousands, except share amounts)

Company^{(1)(2)(3)(22)}	Investment	Interest	Maturity Date	Par / Units		Amortized Cost^(4)(30)			Fair Value			Percentage of Net Assets
Financial services
AxiomSL Group, Inc.^(8)(23)(24)	First lien senior secured loan	L + 6.50%	12/3/2027		8,939		8,806			8,804			0.7	%
AxiomSL Group, Inc.^{(16)(17)(23)(24)}	First lien senior secured revolving loan	L + 6.50%	12/3/2025		—		(16	)		(16	)		—	%
Blackhawk Network Holdings, Inc.^(6)(24)	Second lien senior secured loan	L + 7.00%	6/15/2026		18,777		18,660			17,603			1.4	%
Hg Genesis 8 Sumoco Limited^{(15)(21)(23)(24)}	Unsecured facility	G + 7.50% (incl. 7.50% PIK)	8/28/2025		5,744		5,522			5,830			0.5	%
NMI Acquisitionco, Inc. (dba Network Merchants)^(6)(24)	First lien senior secured loan	L + 5.00%	9/6/2022		3,686		3,651			3,649			0.3	%
NMI Acquisitionco, Inc. (dba Network Merchants)^{(16)(17)(23)(24)}	First lien senior secured revolving loan	L + 5.00%	9/6/2022		—		(1	)		(1	)		—	%
Transact Holdings, Inc.^(6)(24)	First lien senior secured loan	L + 4.75%	4/30/2026		8,888		8,782			8,688			0.7	%
					46,034		45,404			44,557			3.6	%
Food and beverage
Caiman Merger Sub LLC (dba City Brewing)^(6)(24)	First lien senior secured loan	L + 5.75%	11/3/2025		27,686		27,455			27,825			2.2	%
Caiman Merger Sub LLC (dba City Brewing)^{(16)(17)(23)(24)}	First lien senior secured revolving loan	L + 5.75%	11/1/2024		—		(16	)		—			—	%
CM7 Restaurant Holdings, LLC^(6)(24)	First lien senior secured loan	L + 8.00%	5/22/2023		6,116		6,026			5,933			0.5	%
H-Food Holdings, LLC^(6)(24)(25)	First lien senior secured loan	L + 4.00%	5/23/2025		3,659		3,633			3,601			0.3	%
H-Food Holdings, LLC^(6)(24)	Second lien senior secured loan	L + 7.00%	3/2/2026		18,200		17,863			17,791			1.4	%
Hometown Food Company^(6)(24)	First lien senior secured loan	L + 5.00%	8/31/2023		2,376		2,349			2,376			0.2	%
Hometown Food Company^{(6)(16)(23)(24)}	First lien senior secured revolving loan	L + 5.00%	8/31/2023		63		58			63			—	%
Manna Development Group, LLC^(6)(24)	First lien senior secured loan	L + 6.75%	10/24/2022		8,085		8,033			7,600			0.6	%
Manna Development Group, LLC^(6)(23)(24)	First lien senior secured revolving loan	L + 6.75%	10/24/2022		488		480			458			—	%
Nellson Nutraceutical, LLC^(8)(23)(24)	First lien senior secured loan	L + 5.25%	12/23/2023		27,498		26,480			26,536			2.1	%
Nutraceutical International Corporation^(6)(23)(24)	First lien senior secured loan	L + 7.00%	9/30/2026		37,647		37,102			37,271			2.9	%
Nutraceutical International Corporation^{(16)(17)(23)(24)}	First lien senior secured revolving loan	L + 7.00%	9/30/2025		—		(33	)		(24	)		—	%
Sara Lee Frozen Bakery, LLC (fka KSLB Holdings, LLC)^(6)(24)	First lien senior secured loan	L + 4.50%	7/30/2025		4,924		4,856			4,714			0.4	%
Sara Lee Frozen Bakery, LLC (fka KSLB Holdings, LLC)^{(6)(16)(23)(24)}	First lien senior secured revolving loan	L + 4.50%	7/30/2023		507		495			464			—	%

Owl Rock Capital Corporation II

Consolidated Schedule of Investments (Continued)

As of December 31, 2020

(Amounts in thousands, except share amounts)

Company^{(1)(2)(3)(22)}	Investment	Interest	Maturity Date	Par / Units		Amortized Cost^(4)(30)			Fair Value			Percentage of Net Assets
Shearer's Foods, LLC^(8)(23)(24)	Second lien senior secured loan	L + 7.75%	9/22/2028		50,000		49,512			49,750			3.8	%
Ultimate Baked Goods Midco, LLC^(6)(24)	First lien senior secured loan	L + 4.00%	8/11/2025		2,940		2,900			2,896			0.2	%
Ultimate Baked Goods Midco, LLC^{(6)(16)(23)(24)}	First lien senior secured revolving loan	L + 4.00%	8/9/2023		49		43			41			—	%
					190,238		187,236			187,295			14.6	%
Healthcare equipment and services
Nelipak Holding Company^(9)(24)	First lien senior secured loan	L + 4.25%	7/2/2026		5,669		5,577			5,528			0.4	%
Nelipak Holding Company^{(8)(16)(23)(24)}	First lien senior secured revolving loan	L + 4.25%	7/2/2024		528		515			506			—	%
Nelipak Holding Company^{(13)(16)(23)(24)}	First lien senior secured revolving loan	E + 4.50%	7/2/2024		59		18			35			—	%
Nelipak Holding Company^(9)(24)	Second lien senior secured loan	L + 8.25%	7/2/2027		7,994		7,890			7,794			0.6	%
Nelipak Holding Company^(14)(23)(24)	Second lien senior secured loan	E + 8.50%	7/2/2027		8,773		7,920			8,422			0.7	%
Packaging Coordinators Midco, Inc.^(9)(23)(24)	Second lien senior secured loan	L + 8.25%	11/30/2028		36,269		35,550			35,544			2.8	%
					59,292		57,470			57,829			4.5
Healthcare providers and services
Confluent Health, LLC.^(6)(24)	First lien senior secured loan	L + 5.00%	6/24/2026		4,433		4,397			4,333			0.3	%
Barracuda Dental LLC (dba National Dentex)^(8)(23)(24)	First lien senior secured loan	L + 7.00%	10/27/2025		11,375		11,178			11,172			0.9	%
Barracuda Dental LLC (dba National Dentex)^{(16)(17)(18)(23)(24)}	First lien senior secured delayed draw term loan	L + 7.00%	6/30/2022		—		(19	)		(30	)		—	%
Barracuda Dental LLC (dba National Dentex)^{(8)(16)(23)(24)}	First lien senior secured revolving loan	L + 7.00%	10/27/2025		644		614			613			—	%
GI CCLS Acquisition LLC (fka GI Chill Acquisition LLC)^(8)(24)	Second lien senior secured loan	L + 7.50%	8/6/2026		12,375		12,279			12,220			1.0	%
KS Management Services, L.L.C.^(6)(24)	First lien senior secured loan	L + 4.25%	1/9/2026		49,500		48,969			49,500			3.7	%
Premier Imaging, LLC (dba LucidHealth)^(6)(24)	First lien senior secured loan	L + 5.50%	1/2/2025		5,880		5,797			5,777			0.4	%
Refresh Parent Holdings, Inc.^(8)(23)(24)	First lien senior secured loan	L + 6.50%	12/9/2026		11,983		11,805			11,803			0.9	%
Refresh Parent Holdings, Inc.^{(16)(17)(18)(23)(24)}	First lien senior secured delayed draw term loan	L + 6.50%	6/9/2022		—		(10	)		(10	)		—	%
Refresh Parent Holdings, Inc.^{(8)(16)(23)(24)}	First lien senior secured revolving loan	L + 6.50%	12/9/2026		408		387			387			—	%
TC Holdings, LLC (dba TrialCard)^(8)(24)	First lien senior secured loan	L + 4.50%	11/14/2023		20,942		20,761			20,942			1.6	%
TC Holdings, LLC (dba TrialCard)^{(16)(17)(23)(24)}	First lien senior secured revolving loan	L + 4.50%	11/14/2022		—		(22	)		—			—	%
					117,540		116,136			116,707			8.8	%

Owl Rock Capital Corporation II

Consolidated Schedule of Investments (Continued)

As of December 31, 2020

(Amounts in thousands, except share amounts)

Company^{(1)(2)(3)(22)}	Investment	Interest	Maturity Date	Par / Units		Amortized Cost^(4)(30)			Fair Value			Percentage of Net Assets
Healthcare technology
Bracket Intermediate Holding Corp.^(8)(23)(24)	First lien senior secured loan	L + 4.25%	9/5/2025		74		69			73			—	%
Bracket Intermediate Holding Corp.^(8)(24)	Second lien senior secured loan	L + 8.13%	9/7/2026		3,750		3,691			3,656			0.3	%
Definitive Healthcare Holdings, LLC^(8)(24)	First lien senior secured loan	L + 5.50%	7/16/2026		27,682		27,459			27,406			2.1	%
Definitive Healthcare Holdings, LLC^{(8)(16)(18)(23)(24)}	First lien senior secured delayed draw term loan	L + 5.50%	7/16/2021		1,093		1,054			1,082			0.1	%
Definitive Healthcare Holdings, LLC^{(16)(17)(23)(24)}	First lien senior secured revolving loan	L + 5.50%	7/16/2024		—		(11	)		(15	)		—	%
Intelerad Medical Systems Incorporated (fka 11849573 Canada Inc.)^(8)(21)(24)	First lien senior secured loan	L + 6.25%	2/20/2026		22,618		22,364			22,278			1.7	%
Intelerad Medical Systems Incorporated (fka 11849573 Canada Inc.)^{(8)(16)(21)(23)(24)}	First lien senior secured revolving loan	L + 6.25%	2/20/2026		375		355			347			—	%
Interoperability Bidco, Inc.^(8)(24)	First lien senior secured loan	L + 5.75%	6/25/2026		19,011		18,815			18,393			1.4	%
Interoperability Bidco, Inc.^{(16)(17)(18)(24)}	First lien senior secured delayed draw term loan	L + 5.75%	6/25/2021		—		(2	)		(43	)		—	%
Interoperability Bidco, Inc.^(8)(24)	First lien senior secured revolving loan	L + 5.75%	6/25/2024		1,000		991			968			0.1	%
RL Datix Holdings (USA), Inc.^{(9)(21)(23)(24)}	First lien senior secured loan	L + 5.00%	4/27/2025		10,000		9,758			9,800			0.8	%
RL Datix Holdings (USA), Inc.^{(9)(21)(23)(24)}	Second lien senior secured loan	L + 8.50%	4/27/2026		5,000		4,879			4,900			0.4	%
					90,603		89,422			88,845			6.9	%
Household products
Hayward Industries, Inc.^{(6)(23)(24)(25)}	First lien senior secured loan	L + 3.50%	8/5/2024		82		81			81			—	%
Hayward Industries, Inc.^(6)(24)	Second lien senior secured loan	L + 8.25%	8/4/2025		4,675		4,613			4,629			0.4	%
HGH Purchaser, Inc. (dba Horizon Services)^(8)(24)	First lien senior secured loan	L + 6.75%	11/3/2025		19,245		19,004			18,668			1.5	%
HGH Purchaser, Inc. (dba Horizon Services)^{(8)(16)(18)(23)(24)}	First lien senior secured delayed draw term loan	L + 6.75%	11/1/2021		6,748		6,598			6,522			0.5	%
HGH Purchaser, Inc. (dba Horizon Services)^{(8)(16)(23)(24)}	First lien senior secured revolving loan	L + 6.75%	11/3/2025		243		214			170			—	%
					30,993		30,510			30,070			2.4	%
Human resource support services
The Ultimate Software Group, Inc.^(8)(23)(24)	Second lien senior secured loan	L + 6.75%	5/3/2027		262		260			267			—	%
					262		260			267			—
Infrastructure and environmental services
LineStar Integrity Services LLC^(9)(24)	First lien senior secured loan	L + 7.25%	2/12/2024		14,331		14,186			12,611			1.0	%
					14,331		14,186			12,611			1.0	%

Owl Rock Capital Corporation II

Consolidated Schedule of Investments (Continued)

As of December 31, 2020

(Amounts in thousands, except share amounts)

Company^{(1)(2)(3)(22)}	Investment	Interest	Maturity Date	Par / Units		Amortized Cost^(4)(30)			Fair Value			Percentage of Net Assets
Insurance
Ardonagh Midco 2 PLC^{(21)(23)(24)(26)}	Unsecured notes	12.75% PIK	1/15/2027		500		495			535			—	%
Ardonagh Midco 3 PLC^{(15)(21)(23)(24)}	First lien senior secured loan	G + 8.25% (incl. 2.81% PIK)	7/14/2026		5,150		4,510			5,150			0.4	%
Ardonagh Midco 3 PLC^{(14)(21)(23)(24)}	First lien senior secured loan	E + 8.25% (incl. 2.81% PIK)	7/14/2026		587		523			587			—	%
Ardonagh Midco 3 PLC^{(15)(16)(18)(21)(23)(24)}	First lien senior secured delayed draw term loan	G + 8.25% (incl. 2.81% PIK)	7/14/2022		182		147			182			—	%
Asurion, LLC^(6)(24)(25)	Second lien senior secured loan	L + 6.50%	8/4/2025		15,273		15,195			15,369			1.2	%
Integrity Marketing Acquisition, LLC^(9)(24)	First lien senior secured loan	L + 5.75%	8/27/2025		27,851		27,464			27,433			2.1	%
Integrity Marketing Acquisition, LLC^{(16)(17)(23)(24)}	First lien senior secured revolving loan	L + 5.75%	8/27/2025		—		(22	)		(28	)		—	%
KWOR Acquisition, Inc. (dba Worley Claims Services)^(6)(24)	First lien senior secured loan	L + 4.00%	6/3/2026		5,078		4,945			4,951			0.4	%
KWOR Acquisition, Inc. (dba Worley Claims Services)^{(16)(17)(18)(24)}	First lien senior secured delayed draw term loan	L + 4.00%	6/3/2021		—		(13	)		(13	)		—	%
KWOR Acquisition, Inc. (dba Worley Claims Services)^{(16)(17)(23)(24)}	First lien senior secured revolving loan	L + 4.00%	6/3/2024		—		(20	)		(33	)		—	%
KWOR Acquisition, Inc. (dba Worley Claims Services)^(6)(24)	Second lien senior secured loan	L + 7.75%	12/3/2026		12,400		12,244			12,183			0.9	%
Norvax, LLC (dba GoHealth)^(8)(24)	First lien senior secured loan	L + 6.50%	9/15/2025		44,301		43,353			44,412			3.5	%
Norvax, LLC (dba GoHealth)^{(16)(17)(23)(24)}	First lien senior secured revolving loan	L + 6.50%	9/13/2024		—		(30	)		—			—	%
Peter C. Foy & Associated Insurance Services, LLC^(9)(24)	First lien senior secured loan	L + 6.25%	3/31/2026		34,943		34,474			34,943			2.7	%
Peter C. Foy & Associated Insurance Services, LLC^{(9)(16)(23)(24)}	First lien senior secured revolving loan	L + 6.25%	3/31/2026		714		681			714			0.1	%
RSC Acquisition, Inc (dba Risk Strategies)^(8)(24)	First lien senior secured loan	L + 5.50%	10/30/2026		13,412		13,211			13,110			1.0	%
RSC Acquisition, Inc (dba Risk Strategies)^{(16)(17)(23)(24)}	First lien senior secured revolving loan	L + 5.50%	10/30/2026		—		(7	)		(10	)		—	%
THG Acquisition, LLC (dba Hilb)^(10)(24)	First lien senior secured loan	L + 5.75%	12/2/2026		25,427		24,867			24,855			1.9	%
THG Acquisition, LLC (dba Hilb)^{(16)(17)(23)(24)}	First lien senior secured revolving loan	L + 5.75%	12/2/2025		—		(38	)		(42	)		—	%
					185,818		181,979			184,298			14.2	%

Owl Rock Capital Corporation II

Consolidated Schedule of Investments (Continued)

As of December 31, 2020

(Amounts in thousands, except share amounts)

Company^{(1)(2)(3)(22)}	Investment	Interest	Maturity Date	Par / Units		Amortized Cost^(4)(30)			Fair Value			Percentage of Net Assets
Internet software and services
3ES Innovation Inc. (dba Aucerna)^(8)(21)(24)	First lien senior secured loan	L + 5.75%	5/13/2025		7,011		6,943			6,801			0.5	%
3ES Innovation Inc. (dba Aucerna)^{(16)(17)(21)(23)(24)}	First lien senior secured revolving loan	L + 5.75%	5/13/2025		—		(6	)		(21	)		—	%
Apptio, Inc.^(9)(23)(24)	First lien senior secured loan	L + 7.25%	1/10/2025		7,364		7,255			7,327			0.6	%
Apptio, Inc.^{(16)(17)(23)(24)}	First lien senior secured revolving loan	L + 7.25%	1/10/2025		—		(7	)		(2	)		—	%
Barracuda Networks, Inc.^(8)(23)(24)	Second lien senior secured loan	L + 6.75%	10/30/2028		7,500		7,426			7,425			0.6	%
BCPE Nucleon (DE) SPV, LP^(8)(23)(24)	First lien senior secured loan	L + 7.00%	9/24/2026		40,000		39,404			39,400			3.1	%
BCTO BSI Buyer, Inc. (dba Buildertrend)^(8)(23)(24)	First lien senior secured loan	L + 7.00%	12/23/2026		8,482		8,398			8,397			0.7	%
BCTO BSI Buyer, Inc. (dba Buildertrend)^{(16)(17)(23)(24)}	First lien senior secured revolving loan	L + 7.00%	12/23/2026		—		(10	)		(10	)		—	%
Delta TopCo, Inc. (dba Infoblox, Inc.)^(9)(23)(24)	Second lien senior secured loan	L + 7.25%	12/1/2028		40,000		39,805			39,800			3.1	%
Forescout Technologies, Inc.^(8)(23)(24)	First lien senior secured loan	L + 9.50% (incl. 9.50% PIK)	8/17/2026		6,529		6,424			6,447			0.5	%
Forescout Technologies, Inc.^{(16)(17)(23)(24)}	First lien senior secured revolving loan	L + 8.50%	8/18/2025		—		(11	)		(9	)		—	%
Genesis Acquisition Co. (dba Procare Software)^(8)(24)	First lien senior secured loan	L + 4.00%	7/31/2024		2,035		2,009			1,959			0.2	%
Genesis Acquisition Co. (dba Procare Software)^(8)(23)(24)	First lien senior secured revolving loan	L + 4.00%	7/31/2024		293		290			282			—	%
Granicus, Inc.^(9)(23)(24)	First lien senior secured loan	L + 7.00%	8/21/2026		5,471		5,340			5,525			0.4	%
Granicus, Inc.^{(16)(17)(23)(24)}	First lien senior secured revolving loan	L + 7.00%	8/21/2026		—		(8	)		—			—	%
H&F Opportunities LUX III S.À R.L (dba Checkmarx)^{(9)(21)(23)(24)}	First lien senior secured loan	L + 7.75%	4/16/2026		11,917		11,592			11,887			0.9	%
H&F Opportunities LUX III S.À R.L (dba Checkmarx)^{(16)(17)(21)(23)(24)}	First lien senior secured revolving loan	L + 7.75%	4/16/2026		—		(121	)		(11	)		—	%
Hyland Software, Inc.^(6)(23)(24)	Second lien senior secured loan	L + 7.00%	7/7/2025		8,235		8,124			8,283			0.6	%
Informatica LLC (fka Informatica Corporation)^(23)(26)	Second lien senior secured loan	7.13%	2/25/2025		42,000		41,903			42,210			3.3	%
IQN Holding Corp. (dba Beeline)^(8)(24)	First lien senior secured loan	L + 5.50%	8/20/2024		26,218		25,957			26,022			2.0	%
IQN Holding Corp. (dba Beeline)^{(16)(17)(23)(24)}	First lien senior secured revolving loan	L + 5.50%	8/21/2023		—		(21	)		(20	)		—	%
Lightning Midco, LLC (dba Vector Solutions)^(9)(24)	First lien senior secured loan	L + 5.50%	11/21/2025		17,923		17,791			17,833			1.4	%
Lightning Midco, LLC (dba Vector Solutions)^(9)(16)(24)	First lien senior secured revolving loan	L + 5.50%	11/21/2023		569		559			560			—	%

Owl Rock Capital Corporation II

Consolidated Schedule of Investments (Continued)

As of December 31, 2020

(Amounts in thousands, except share amounts)

Company^{(1)(2)(3)(22)}	Investment	Interest	Maturity Date	Par / Units		Amortized Cost^(4)(30)			Fair Value			Percentage of Net Assets
Litera Bidco LLC^(6)(24)	First lien senior secured loan	L + 5.41%	5/29/2026		14,857		14,680			14,782			1.1	%
Litera Bidco LLC^{(16)(17)(23)(24)}	First lien senior secured revolving loan	L + 5.25%	5/30/2025		—		(10	)		(5	)		—	%
MINDBODY, Inc.^(9)(24)	First lien senior secured loan	L + 8.50% (incl. 1.50% PIK)	2/14/2025		10,268		10,193			9,447			0.7	%
MINDBODY, Inc.^{(16)(17)(23)(24)}	First lien senior secured revolving loan	L + 7.00%	2/14/2025		—		(7	)		(86	)		—	%
SURF HOLDINGS, LLC (dba Sophos Group plc)^(8)(21)(24)	Second lien senior secured loan	L + 8.00%	3/6/2028		10,096		9,864			9,995			0.8	%
Trader Interactive, LLC (fka Dominion Web Solutions, LLC)^(8)(24)	First lien senior secured loan	L + 6.25%	6/17/2024		23,291		23,138			23,060			1.8	%
Trader Interactive, LLC (fka Dominion Web Solutions, LLC)^{(6)(16)(23)(24)}	First lien senior secured revolving loan	L + 6.25%	6/15/2023		48		47			47			—	%
					290,107		286,941			287,325			22.3	%
Leisure and entertainment
Troon Golf, L.L.C.^(8)(20)(24)	First lien senior secured term loan A and B	L + 5.50% (TLA: L + 3.5%; TLB: L + 5.98%)	3/29/2025		32,814		32,465			32,732			2.5	%
Troon Golf, L.L.C.^{(16)(17)(23)(24)}	First lien senior secured revolving loan	L + 5.50%	3/29/2025		—		(4	)		(1	)		—	%
					32,814		32,461			32,731			2.5	%
Manufacturing
Gloves Buyer, Inc. (dba Protective Industrial Products)^(6)(23)(24)	Second lien senior secured loan	L + 8.25%	12/29/2028		6,300		6,143			6,143			0.5	%
Ideal Tridon Holdings, Inc.^(8)(24)	First lien senior secured loan	L + 5.75%	7/31/2024		13,643		13,450			13,335			1.0	%
Ideal Tridon Holdings, Inc.^(6)(16)(24)	First lien senior secured revolving loan	L + 5.75%	7/31/2023		200		186			171			—	%
MHE Intermediate Holdings, LLC(dba Material Handling Services)^(8)(24)	First lien senior secured loan	L + 5.00%	3/8/2024		5,932		5,893			5,754			0.4	%
PHM Netherlands Midco B.V. (dba Loparex)^(8)(23)(24)	First lien senior secured loan	L + 4.50%	7/31/2026		198		184			195			—	%
PHM Netherlands Midco B.V. (dba Loparex)^(8)(24)	Second lien senior secured loan	L + 8.75%	8/2/2027		28,000		26,282			26,740			2.1	%
Professional Plumbing Group, Inc.^(8)(24)	First lien senior secured loan	L + 6.75%	4/16/2024		6,669		6,608			6,435			0.5	%
Professional Plumbing Group, Inc.^{(8)(16)(23)(24)}	First lien senior secured revolving loan	L + 6.75%	4/16/2023		857		849			801			0.1	%

Owl Rock Capital Corporation II

Consolidated Schedule of Investments (Continued)

As of December 31, 2020

(Amounts in thousands, except share amounts)

Company^{(1)(2)(3)(22)}	Investment	Interest	Maturity Date	Par / Units		Amortized Cost^(4)(30)			Fair Value			Percentage of Net Assets
Safety Products/JHC Acquisition Corp. (dba Justrite Safety Group)^(6)(24)	First lien senior secured loan	L + 4.50%	6/28/2026		3,336		3,309			3,028			0.2	%
Safety Products/JHC Acquisition Corp. (dba Justrite Safety Group)^{(6)(16)(18)(24)}	First lien senior secured delayed draw term loan	L + 4.50%	6/28/2021		180		177			142			—	%
Sonny's Enterprises LLC^(6)(24)	First lien senior secured loan	L + 7.00%	8/5/2026		37,311		36,602			36,751			2.9	%
Sonny's Enterprises LLC^{(16)(17)(23)(24)}	First lien senior secured revolving loan	L + 7.00%	8/5/2025		—		(48	)		(39	)		—	%
					102,626		99,635			99,456			7.7	%
Oil and gas
Black Mountain Sand Eagle Ford LLC^(8)(23)(24)	First lien senior secured loan	L + 8.25%	8/17/2022		5,209		5,186			4,714			0.4	%
Project Power Buyer, LLC (dba PEC-Veriforce)^(8)(24)	First lien senior secured loan	L + 6.25%	5/14/2026		8,039		7,948			7,958			0.6	%
Project Power Buyer, LLC (dba PEC-Veriforce)^{(16)(17)(23)(24)}	First lien senior secured revolving loan	L + 6.25%	5/14/2025		—		(5	)		(6	)		—	%
Zenith Energy U.S. Logistics Holdings, LLC^(8)(24)	First lien senior secured loan	L + 6.50%	12/20/2024		28,133		27,558			27,852			2.2	%
					41,381		40,687			40,518			3.2	%
Professional services
AmSpec Services Inc.^(8)(24)	First lien senior secured loan	L + 5.75%	7/2/2024		18,962		18,737			18,536			1.4	%
AmSpec Services Inc.^{(16)(17)(23)(24)}	First lien senior secured revolving loan	L + 4.75%	7/2/2024		—		(25	)		(55	)		—	%
Cardinal US Holdings, Inc.^(8)(21)(24)	First lien senior secured loan	L + 5.00%	7/31/2023		30,721		30,464			30,567			2.4	%
DMT Solutions Global Corporation^(8)(24)	First lien senior secured loan	L + 7.50%	7/2/2024		9,185		8,948			8,817			0.7	%
GC Agile Holdings Limited (dba Apex Fund Services)^(8)(21)(24)	First lien senior secured loan	L + 7.00%	6/15/2025		26,292		25,938			25,833			2.0	%
GC Agile Holdings Limited (dba Apex Fund Services)^{(8)(16)(21)(23)(24)}	First lien senior secured revolving loan	L + 7.00%	6/15/2023		573		546			543			—	%
Gerson Lehrman Group, Inc.^(8)(24)	First lien senior secured loan	L + 4.75%	12/12/2024		7,481		7,429			7,481			0.6	%
Gerson Lehrman Group, Inc. ^{(16)(17)(23)(24)}	First lien senior secured revolving loan	L + 4.75%	12/12/2024		—		(13	)		—			—	%
					93,214		92,024			91,722			7.1	%

Owl Rock Capital Corporation II

Consolidated Schedule of Investments (Continued)

As of December 31, 2020

(Amounts in thousands, except share amounts)

Company^{(1)(2)(3)(22)}	Investment	Interest	Maturity Date	Par / Units		Amortized Cost^(4)(30)			Fair Value			Percentage of Net Assets
Specialty retail
BIG Buyer, LLC^(9)(23)(24)	First lien senior secured loan	L + 6.50%	11/20/2023		16,651		16,413			16,318			1.3	%
BIG Buyer, LLC^{(16)(17)(18)(23)(24)}	First lien senior secured delayed draw term loan	L + 6.50%	2/28/2021		—		(24	)		(5	)		—	%
BIG Buyer, LLC^{(6)(16)(23)(24)}	First lien senior secured revolving loan	L + 6.50%	11/20/2023		583		560			558			—	%
EW Holdco, LLC (dba European Wax)^(6)(24)	First lien senior secured loan	L + 5.50%	9/25/2024		31,946		31,690			30,348			2.4	%
Galls, LLC^(8)(24)	First lien senior secured loan	L + 6.75% (incl. 0.50% PIK)	1/31/2025		17,158		16,996			16,471			1.3	%
Galls, LLC^{(8)(16)(23)(24)}	First lien senior secured revolving loan	L + 6.75% (incl. 0.50% PIK)	1/31/2024		1,616		1,588			1,479			0.1	%
					67,954		67,223			65,169			5.1	%
Telecommunications
DB Datacenter Holdings Inc.^(6)(24)	Second lien senior secured loan	L + 8.00%	4/3/2025		6,773		6,703			6,739			0.5	%
Park Place Technologies, LLC^(6)(23)(24)	First lien senior secured loan	L + 5.00%	11/10/2027		2,500		2,402			2,400			0.2	%
					9,273		9,105			9,139			0.7	%
Transportation
Lazer Spot G B Holdings, Inc.^(8)(24)	First lien senior secured loan	L + 5.75%	12/9/2025		40,903		40,298			40,596			3.2	%
Lazer Spot G B Holdings, Inc.^{(16)(17)(23)(24)}	First lien senior secured revolving loan	L + 5.75%	12/9/2025		—		(107	)		(57	)		—	%
Lytx, Inc.^(6)(24)	First lien senior secured loan	L + 6.00%	2/28/2026		17,871		17,634			17,558			1.4	%
Lytx, Inc.^{(6)(16)(18)(23)(24)}	First lien senior secured delayed draw term loan	L + 6.00%	2/28/2022		1,554		1,508			1,445			0.1	%
Motus, LLC and Runzheimer International LLC^(8)(19)(24)	First lien senior secured loan	L + 6.36%	1/17/2024		6,489		6,396			6,489			0.5	%
					66,817		65,729			66,031			5.2	%
Total non-controlled/non-affiliated portfolio company debt investments					2,133,972		2,100,788			2,084,272			162.0	%
Equity Investments
Business Services
Hercules Buyer LLC (dba The Vincit Group)^{(23)(24)(27)(32)}	Common Units	N/A	N/A		350,000		350			350			—	%
							350			350			—	%

Owl Rock Capital Corporation II

Consolidated Schedule of Investments (Continued)

As of December 31, 2020

(Amounts in thousands, except share amounts)

Company^{(1)(2)(3)(22)}	Investment	Interest	Maturity Date	Par / Units		Amortized Cost^(4)(30)		Fair Value		Percentage of Net Assets
Food and beverage
CM7 Restaurant Holdings, LLC^(23)(24)(27)	LLC Interest	N/A	N/A		54		54		54		—	%
H-Food Holdings, LLC^(23)(24)(27)	LLC Interest	N/A	N/A		1,625		1,625		1,667		0.1	%
							1,679		1,721		0.1	%
Healthcare equipment and services
KPCI Holdings, L.P.^(23)(24)(27)	LP Interest	N/A	N/A		4,701		4,701		4,701		0.4	%
							4,701		4,701		0.4
Healthcare providers and services
Restore OMH Intermediate Holdings, Inc. ^(23)(24)(27)	Senior Preferred Stock	N/A	N/A		305		2,955		2,954		0.2	%
							2,955		2,954		0.2	%
Insurance
Norvax, LLC (dba GoHealth)^{(23)(24)(25)(27)}	Common Stock	N/A	N/A		319,885		1,626		4,283		0.3	%
							1,626		4,283		0.3	%
Manufacturing
Gloves Holdings, LP ^(23)(24)(27)	LP Interest	N/A	N/A		700		700		700		0.1	%
Windows Entities^{(21)(23)(24)(27)(28)(33)}	LLC Interest	N/A	N/A		10,607		19,499		24,180		1.9	%
							20,199		24,880		2.0	%
Total non-controlled/non-affiliated portfolio company equity investments							31,510		38,889		3.0	%
Total non-controlled/non-affiliated portfolio company investments							2,132,298		2,123,161		165.0	%

Non-controlled/affiliated portfolio company investments
Debt Investments
Advertising and media
Swipe Acquisition Corporation (dba PLI)^{(8)(23)(24)(31)}	First lien senior secured loan	L + 8.00%	6/29/2024		6,205		6,082		6,081		0.5	%
Swipe Acquisition Corporation (dba PLI)^{(8)(16)(18)(23)(24)(31)}	First lien senior secured delayed draw term loan	L + 8.00%	12/31/2021		331		331		279		—	%
Swipe Acquisition Corporation (dba PLI)^(16)(23)(24)	Letter of Credit	L + 8.00%	6/29/2024		—		—		—		—	%
					6,536		6,413		6,360		0.5	%
Total non-controlled/affiliated portfolio company debt investments					6,536		6,413		6,360		0.5	%

Owl Rock Capital Corporation II

Consolidated Schedule of Investments (Continued)

As of December 31, 2020

(Amounts in thousands, except share amounts)

Company^{(1)(2)(3)(22)}	Investment	Interest	Maturity Date	Par / Units		Amortized Cost^(4)(30)		Fair Value		Percentage of Net Assets
Equity Investments
Advertising and media
New PLI Holdings, LLC (dba PLI)^{(23)(24)(27)(31)}	Class A Common Units	N/A	N/A		10,755		5,952		5,952		0.5	%
							5,952		5,952		0.5	%
Total non-controlled/affiliated portfolio company equity investments							5,952		5,952		0.5	%
Total non-controlled/affiliated portfolio company investments							12,365		12,312		1.0	%
Total Investments						$	2,144,663	$	2,135,473		166.0	%

________________

⁽¹⁾

Certain portfolio company investments are subject to contractual restrictions on sales.

⁽²⁾

⁽³⁾

Unless otherwise indicated, all investments are considered Level 3 investments.

⁽⁴⁾

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.

⁽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 London Interbank Offered Rate (“LIBOR” or “L”) (which can include one-, two-, three- or six-month LIBOR) or an alternate base rate (which can include the Federal Funds Effective Rate or the Prime Rate), 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 LIBOR, which as of December 31, 2020 was 0.14%.

⁽⁷⁾

The interest rate on these loans is subject to 2 month LIBOR, which as of December 31, 2020 was 0.19%.

⁽⁸⁾

The interest rate on these loans is subject to 3 month LIBOR, which as of December 31, 2020 was 0.24%.

⁽⁹⁾

The interest rate on these loans is subject to 6 month LIBOR, which as of December 31, 2020 was 0.26%.

⁽¹⁰⁾

The interest rate on these loans is subject to 12 month LIBOR, which as of December 31, 2020 was 0.34%.

⁽¹¹⁾

The interest rate on this loan is subject to 3 month Canadian Dollar Offered Rate (“CDOR” or “C”), which as of December 31, 2020 was 0.48%.

⁽¹²⁾

The interest rate on these loans is subject to Prime, which as of December 31, 2020 was 3.25%.

⁽¹³⁾

The interest rate on these loans is subject to 3 month EURIBOR, which as of December 31, 2020 was (0.55)%.

⁽¹⁴⁾

The interest rate on these loans is subject to 6 month EURIBOR, which as of December 31, 2020 was (0.53)%.

⁽¹⁵⁾

The interest rate on these loans is subject to 6 month GBPLIBOR, which as of December 31, 2020 was 0.03%.

⁽¹⁶⁾

Position or portion thereof is an unfunded loan commitment. See Note 7 “Commitments and Contingencies”.

⁽¹⁷⁾

⁽¹⁸⁾

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.

⁽¹⁹⁾

⁽²⁰⁾

The first lien term loan is comprised of two components: Term Loan A and Term Loan B. The Company's Term Loan A and Term Loan B principal amounts are $6.4 million and $26.5 million, respectively. Both Term Loan A and Term Loan B have the same maturity date. Interest disclosed reflects the blended rate of the first lien term loan. The Term Loan A represents a ‘first-out’ tranche and the Term Loan B represents a ‘last-out’ tranche. The ‘first-out’ tranche has priority as to the ‘last-out’ tranche with respect to payments of principal, interest and any amounts due thereunder.

⁽²¹⁾

This portfolio company is not a qualifying asset under Section 55(a) of 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, 2020, non-qualifying assets represented 6.2% of total assets as calculated in accordance with the regulatory requirements.

⁽²²⁾

Unless otherwise indicated, all or a portion of the Company’s portfolio companies are pledged as collateral supporting the available capacity under the SPV Asset Facility I. See Note 6 “Debt.”

⁽²³⁾

Investment is not pledged as collateral for the credit facilities.

Owl Rock Capital Corporation II

Consolidated Schedule of Investments (Continued)

As of December 31, 2020

(Amounts in thousands, except share amounts)

⁽²⁴⁾

⁽²⁵⁾

Level 2 investment.

⁽²⁶⁾

Investment does not contain a variable rate structure.

⁽²⁷⁾

Security acquired in transaction exempt from registration under the Securities Act of 1933, and may be deemed to be “restricted securities” under the Securities Act. As of December 31, 2020, the aggregate fair value of these securities is $44.8 million, or 3.5% of the Company’s net assets. The acquisition dates of the restricted securities are as follows:

Portfolio Company	Investment	Acquisition Date
CM7 Restaurant Holdings, LLC	LLC Interest	May 21, 2018
Gloves Holdings, LP	LP Interest	December 29, 2020
Hercules Borrower LLC (dba The Vincit Group)	Common Units	December 15, 2020
H-Food Holdings, LLC	LLC Interest	November 23, 2018
KPCI Holdings, L.P.	LP Interest	November 30, 2020
New PLI Holdings, LLC (dba PLI)	Class A Common Units	December 23, 2020
Norvax, LLC (dba GoHealth)	Common Stock	March 23, 2020
Restore OMH Intermediate Holdings, Inc.	Senior Preferred Stock	December 9, 2020
Windows Entities	LLC Interest	January 16, 2020

⁽²⁸⁾

Investment represents multiple underlying investments, one of which is considered a non-qualifying asset, with a fair value of $1.8 million as of December 31, 2020.

⁽²⁹⁾

Loan was on non-accrual status as of December 31, 2020.

⁽³⁰⁾

As of December 31, 2020, the net estimated unrealized loss for U.S. federal income tax purposes was $23.1 million based on a tax cost basis of $2.2 billion. As of December 31, 2020, the estimated aggregate gross unrealized loss for U.S. federal income tax purposes was $42.7 million and the estimated aggregate gross unrealized gain for U.S. federal income tax purposes was $19.6 million.

⁽³¹⁾

Under the 1940 Act, the Company is deemed to be an “Affiliated Person” of, as defined in the 1940 Act, this portfolio company, as the Company owns more than 5% of the portfolio company’s outstanding voting securities. Transactions during the year ended December 31, 2020 in which the Company was an Affiliated Person of the portfolio company are as follows:

Company	Fair Value at December 31, 2019		Gross Additions		Gross Reductions		Net Change in Unrealized Gain/(Loss)			Realized Gain/(Loss)		Transfers		Fair Value at December 31, 2020		Other Income		Interest Income
Swipe Acquisition Corporation (dba PLI)	$	—	$	12,365	$	—	$	(53	)	$	—	$	—	$	12,312	$	3	$	41
Total	$	—	$	12,365	$	—	$	(53	)	$	—	$	—	$	12,312	$	3	$	41

⁽³²⁾

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.

⁽³³⁾

The accompanying notes are an integral part of these consolidated financial statements.

Owl Rock Capital Corporation II

Consolidated Statements of Changes in Net Assets

(Amounts in thousands)

(Unaudited)

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2021			2020			2021			2020
Increase (Decrease) in Net Assets Resulting from Operations
Net investment income (loss)	$	20,431		$	19,957		$	41,493		$	41,074
Net change in unrealized gain (loss)		13,569			38,445			24,403			(52,184	)
Net realized gain (loss)		(4,762	)		2			(4,395	)		110
Net Increase (Decrease) in Net Assets Resulting from Operations		29,238			58,404			61,501			(11,000	)
Distributions
Distributions declared from earnings⁽¹⁾		(23,009	)		(21,332	)		(45,443	)		(42,228	)
Net Decrease in Net Assets Resulting from Shareholders' Distributions		(23,009	)		(21,332	)		(45,443	)		(42,228	)
Capital Share Transactions
Issuance of shares of common stock		17,048			42,492			71,775			205,139
Reinvestment of shareholders' distributions		10,512			9,534			20,698			17,931
Repurchased shares		(37,034	)		(17,300	)		(37,034	)		(17,300	)
Net Increase (Decrease) in Net Assets Resulting from Capital Share Transactions		(9,474	)		34,726			55,439			205,770
Total Increase (Decrease) in Net Assets		(3,245	)		71,798			71,497			152,542
Net Assets, at beginning of period		1,361,046			1,038,023			1,286,304			957,279
Net Assets, at end of period	$	1,357,801		$	1,109,821		$	1,357,801		$	1,109,821

________________

⁽¹⁾

For the three and six months ended June 30, 2021 and 2020, distributions declared from earnings were derived from net investment income.

The accompanying notes are an integral part of these consolidated financial statements.

Owl Rock Capital Corporation II

Consolidated Statements of Cash Flows

(Amounts in thousands)

(Unaudited)

	For the Six Months Ended June 30,
	2021			2020
Cash Flows from Operating Activities
Net Increase (Decrease) in Net Assets Resulting from Operations	$	61,501		$	(11,000	)
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash used in operating activities:
Purchases of investments, net		(515,795	)		(418,918	)
Proceeds from investments and investment repayments, net		292,324			134,512
Net change in unrealized (gain) loss on investments		(26,254	)		52,211
Net change in unrealized (gain) loss on translation of assets and liabilities in foreign currencies		399			(27	)
Net realized (gain) loss on investments		4,567			(122	)
Net realized (gain) loss on foreign currency transactions relating to investments		(7	)		1
Paid-in-kind interest		(3,680	)		(2,014	)
Net amortization of discount on investments		(5,387	)		(3,937	)
Amortization of debt issuance costs		1,363			3,906
Amortization of offering costs		1,070			1,438
Changes in operating assets and liabilities:
(Increase) decrease in interest receivable		(3,211	)		695
(Increase) decrease in receivable for investments sold		7,865			2,309
(Increase) decrease in prepaid expenses and other assets		1,344			(1,606	)
Increase (decrease) in payable for investments purchased		—			25,288
Increase (decrease) in payables to affiliates		6,333			(5,906	)
Increase (decrease) in tender payable		19,622			—
Increase (decrease) in accrued expenses and other liabilities		2,533			(215	)
Net cash used in operating activities		(155,413	)		(223,385	)
Cash Flows from Financing Activities
Borrowings on debt		495,000			199,300
Repayments of debt		(271,000	)		(166,300	)
Debt issuance costs		4,387			(2,662	)
Proceeds from issuance of common shares		71,775			205,139
Distributions paid to shareholders		(24,745	)		(21,261	)
Repurchased shares		(37,034	)		(17,300	)
Net cash provided by financing activities		238,383			196,916
Net increase (decrease) in cash, including foreign cash		82,970			(26,469	)
Cash, including foreign cash, beginning of period		42,830			73,117
Cash, including foreign cash, end of period	$	125,800		$	46,648

Supplemental and Non-Cash Information
Interest paid during the period	$	15,383		$	16,142
Distributions declared during the period	$	45,443		$	42,228
Reinvestment of distributions during the period	$	20,698		$	17,931
Taxes, including excise tax, paid during the period	$	1,014		$	—

The accompanying notes are an integral part of these consolidated financial statements.

Owl Rock Capital Corporation II

Notes to Consolidated Financial Statements (Unaudited)

Note 1. Organization and Principal Business

Owl Rock Capital Corporation II (the “Company”) is a Maryland corporation formed on October 15, 2015. 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’s investment strategy focuses primarily on originating and making loans to, and making debt and equity investments in, U.S. middle market companies. The Company invests in senior secured or unsecured loans, subordinated loans or mezzanine loans and, to a lesser extent, equity-related securities which includes common and preferred stock, securities convertible into common stock, and warrants. The Company may on occasion invest in smaller or larger companies if an attractive opportunity presents itself, especially when there are dislocations in the capital markets, including the high yield and large syndicated loan markets, which are often referred to as “junk” investments. The Company’s target credit investments will typically have maturities between three and ten years and generally range in size between $10 million and $125 million, although the investment size will vary with the size of the Company’s capital base.

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.

In April 2017, the Company commenced operations and made its first portfolio company investment. On March 15, 2017, the Company formed a wholly-owned subsidiary, OR Lending II LLC, a Delaware limited liability company, which holds a California finance lenders license. OR Lending II LLC originates loans to borrowers headquartered in California. From time to time the Company may form wholly-owned subsidiaries to facilitate the normal course of business.

Certain of the Company’s consolidated subsidiaries are subject to U.S. federal and state corporate-level income taxes.

The Company is managed by Owl Rock Capital Advisors LLC (the “Adviser”). The Adviser is registered with the Securities and Exchange Commission (“SEC”) as an investment adviser under the Investment Advisers Act of 1940 (the “Advisers Act”), an indirect subsidiary of Blue Owl Capital ("Blue Owl") (NYSE: OWL) and part of Owl Rock, a division of Blue Owl focused on direct lending. Subject to the overall supervision of the Company’s Board, the Adviser manages the day-to-day operations of, and provides investment advisory and management services to, the Company.

The Company commenced a continuous public offering for up to 264,000,000 shares of its common stock on April 4, 2017. On January 29, 2020, the Company commenced a follow-on offering for up to 160,000,000 shares of its common stock. On September 30, 2016, the Adviser purchased 100 shares of the Company’s common stock at $9.00 per share, which represented the initial public offering price of $9.47 per share, net of combined upfront selling commissions and dealer manager fees. The Adviser will not tender these shares for repurchase as long as the Adviser remains the Company’s investment adviser. There is no current intention for the Adviser to discontinue in its role. On April 4, 2017, the Company received subscription agreements totaling $10.0 million for the purchase of shares of its common stock from a private placement from certain individuals and entities affiliated with the Adviser. Pursuant to the terms of those subscription agreements, the individuals and entities affiliated with the Adviser agreed to pay for such shares of common stock upon demand by one of the Company’s executive officers. On April 4, 2017, the Company sold 277,778 shares pursuant to such subscription agreements and met the minimum offering requirement for its continuous public offering of $2.5 million. The purchase price of these shares sold in the private placement was $9.00 per share, which represented the initial public offering price of $9.47 per share, net of selling commissions and dealer manager fees. Since meeting the minimum offering requirement and commencing its continuous public offering and through the termination of its offering, the Company has issued 151,364,239 shares of its common stock for gross proceeds of approximately $1.4 billion, including seed capital contributed by its Adviser in September 2016 and approximately $10.0 million in gross proceeds raised in the private placement from certain individuals and entities affiliated with Owl Rock Capital Advisors. The Company determined not to file additional post-effective amendments to its registration statement and terminated its public offering as of April 30, 2021.

The Company’s board of directors (the “Board”) expects to contemplate a liquidity event for the Company’s shareholders three to four years after the completion of the continuous public offering. The Company will consider the offering period to be complete as of the termination date of the most recent public equity offering if the Company has not conducted a public equity offering in any continuous two year period. A liquidity event could include: (i) a listing of shares on a national securities exchange; (ii) a merger or another transaction approved by the Board in which shareholders will receive cash or shares of a publicly traded company; or (iii) a sale of all or substantially all of its assets either on a complete portfolio basis or individually followed by a liquidation to the Company

Owl Rock Capital Corporation II

Notes to Consolidated Financial Statements (Unaudited) – Continued

and distribution of cash to its shareholders. A liquidity event may include a sale, merger or rollover transaction with one or more affiliated investment companies managed by the Adviser. A liquidity event involving a merger or sale of all or substantially all of the Company’s assets would require the approval of its shareholders in accordance with the Company’s charter. Certain types of liquidity events, such as one involving a listing of shares on a national securities exchange, would allow the Company to retain its investment portfolio intact. If the Company determines to list securities on a national securities exchange, the Company expects to, although is not required to, maintain its external management structure. If the Company has not consummated a liquidity event by the five-year anniversary of the completion of the offering, the Board will consider (subject to any necessary shareholder approvals and applicable requirements of the 1940 Act) liquidating the Company and distributing cash to its shareholders, and dissolving the Company in an orderly manner. The Board, as part of its ongoing duties, will review and evaluate any potential liquidity events and options as they become available and their favorability given current market conditions; however, there is no assurance that a liquidity event will be completed at any particular time or at all.

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. 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. 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.

Investments for which market quotations are readily available are typically valued at the 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 Board, based on, among other things, the input of the Adviser, the Company’s audit committee, and independent third-party valuation firm(s) engaged at the direction of the Board.

As part of the valuation process, the Board 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

Owl Rock Capital Corporation II

Notes to Consolidated Financial Statements (Unaudited) – Continued

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 Board considers whether the pricing indicated by the external event corroborates its valuation.

The Board 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 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. Agreed upon valuation recommendations are presented to the Audit Committee;

•

The Audit Committee reviews the valuation recommendations and recommends values for each investment to the Board; and

•

The Board reviews the recommended valuations and determines the fair value of each investment.

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.

Owl Rock Capital Corporation II

Notes to Consolidated Financial Statements (Unaudited) – Continued

Transfers between levels, if any, are recognized at the beginning of the quarter 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 Company 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 Company 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 Company, 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.

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.

Rule 2a-5 under the 1940 Act was recently adopted by the SEC and establishes requirements for determining fair value in good faith for purposes of the 1940 Act. We are evaluating the impact of adopting Rule 2a-5 on the consolidated financial statements and intend to comply with the new rule’s requirements on or before the compliance date in September 2022.

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 SPV Asset Facilities 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.

Owl Rock Capital Corporation II

Notes to Consolidated Financial Statements (Unaudited) – Continued

Interest and Dividend Income Recognition

Interest income is recorded on the accrual basis and includes amortization of discounts or premiums. Certain investments may have contractual payment-in-kind (“PIK”) interest or dividends. PIK interest represents accrued interest that is added to the principal amount of the investment on the respective interest payment dates rather than being paid in cash and generally becomes due at maturity. For the three and six months ended June 30, 2021, PIK interest earned was less than 5% of investment income. For the three and six months ended June 30, 2020, PIK interest earned was $1.7 million and $2.1 million, representing approximately 5.0% and less than 5% of investment income, respectively. Discounts to par value on securities purchased are amortized into interest income over the contractual life of the respective security using the effective yield method. Premiums to par value on securities purchased are amortized to first call date. The amortized cost of investments represents the original cost adjusted for the amortization of discounts or premiums, 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 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.

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.

Owl Rock Capital Corporation II

Notes to Consolidated Financial Statements (Unaudited) – Continued

Offering Expenses

Costs associated with the offering of common shares of the Company were capitalized as deferred offering expenses and were included in prepaid expenses and other assets in the Consolidated Statements of Assets and Liabilities and are amortized over a twelve-month period from incurrence. These expenses consist primarily of legal fees and other costs incurred in connection with the Company’s continuous public offering of its common shares, the preparation of the Company’s registration statement, and registration fees. All remaining capitalized and unamortized offering expenses were expensed in the current period in connection with the termination of the Company's offering of common shares as of April 30, 2021.

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.

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.

Owl Rock Capital Corporation II

Notes to Consolidated Financial Statements (Unaudited) – Continued

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 the taxable year ended December 31, 2017 and intends to continue to qualify as a RIC. So long as the Company maintains its tax treatment as a RIC, it generally will not pay corporate-level U.S. federal income taxes 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 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 income tax positions as of December 31, 2020. The 2017 through 2019 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. Net realized long-term capital gains, if any, would be generally 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 who have “opted in” to the dividend reinvestment plan. As a result, if the Board authorizes and declares a cash distribution, then the shareholders who have “opted in” to 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 to implement the dividend reinvestment plan.

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.

Owl Rock Capital Corporation II

Notes to Consolidated Financial Statements (Unaudited) – Continued

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 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. ASU 2020-04 and ASU 2021-01 are effective for all entities through December 31, 2022. ASU No. 2021-01 provides increased clarity as the Company continues to evaluate the transition of reference rates and is currently evaluating the impact of adopting ASU No. 2020-04 and 2021-01 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.

Owl Rock Capital Corporation II

Notes to Consolidated Financial Statements (Unaudited) – Continued

Note 3. Agreements and Related Party Transactions

As of June 30, 2021, the Company had payables to affiliates of $16.1 million, primarily comprised of $8.7 million of management fees, $5.6 million of accrued performance based incentive fees and $1.0 million in obligations to repay expense support from the Adviser pursuant to the Investment Advisory Agreement and costs and expenses reimbursable to the Adviser pursuant to the Administration Agreement.

As of December 31, 2020, the Company had payables to affiliates of $9.8 million, primarily comprised of $7.6 million of management fees (net of waivers) and $3.8 million of accrued performance based incentive fees (net of waivers) pursuant to the Investment Advisory Agreement, and amounts reimbursable to the Adviser pursuant to the Administration Agreement, partially offset by $3.2 million of Expense Support pursuant to the Expense Support Agreement.

Administration Agreement

The Company has entered into an amended and restated Administration Agreement (the “Administration Agreement”) with the Adviser. Under the terms of the Administration Agreement, the Adviser performs, or oversees the performance of, required administrative services, which includes 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.

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.

For the three and six months ended June 30, 2021, the Company incurred expenses of approximately $0.4 million and $0.7 million, respectively, for costs and expenses reimbursable to the Adviser under the terms of the Administration Agreement. For the three and six months ended June 30, 2020, the Company incurred expenses of approximately $0.5 million and $1.0 million, respectively, for costs and expenses reimbursable to the Adviser under the terms of the Administration Agreement.

Unless earlier terminated as described below, the Administration Agreement, and subject to the consummation of the Transaction, the amended and restated administration agreement, will remain in effect from year to year if approved annually by (1) the vote of the Board, or by the vote of a majority of its 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 Administration Agreement may be terminated at any time, without the payment of any penalty, on 60 days’ written notice, by the vote of a majority of the outstanding voting securities of the Company, or by the vote 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.

Owl Rock Capital Corporation II

Notes to Consolidated Financial Statements (Unaudited) – Continued

Investment Advisory Agreement

The Company has entered into an amended and restated Investment Advisory Agreement (as amended and restated through the date hereof, the “Investment Advisory Agreement”) with the Adviser. 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 it is free to furnish similar services to other entities so long as its services to the Company are not impaired.

Unless earlier terminated as described below, the Investment Advisory Agreement, and subject to the consummation of the Transaction, the third amended and restated investment advisory agreement, will remain in effect from year-to-year if approved annually by a majority of the Board or by the holders of a majority of our outstanding voting securities and, in each case, by a majority of independent directors.

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 any 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 any penalty, the Adviser may generally terminate the Investment Advisory Agreement upon 60 days’ written notice and, in certain circumstances, the Adviser may only be able to terminate the Investment Advisory Agreement upon 120 days’ written notice.

Under the terms of the Investment Advisory Agreement, the Company will pay the Adviser a base management fee and may also pay a performance based incentive fee. The cost of both the management fee and the incentive fee will ultimately be borne by the Company’s shareholders.

Prior to February 19, 2020, the management fee was payable quarterly in arrears at an annual rate of 1.75% of the average value of the Company’s 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. Beginning February 19, 2020, the annual rate was reduced to 1.50% of the average value of the Company’s gross assets. The management fee for any partial quarter is appropriately prorated. The determination of gross assets reflects changes in the fair value of the Company’s portfolio investments. The fair value of derivatives and swaps held in the Company’s portfolio, which will not necessarily equal the notional value of such derivatives and swaps, is included in the calculation of gross assets.

For the three and six months ended June 30, 2021, the Company incurred management fees of approximately $8.7 million and $16.9 million, respectively. For the three and six months ended June 30, 2020, the Company incurred management fees (net of waivers, if any) of approximately $6.3 million and $12.1 million, respectively.

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 will be based on the Company’s pre-incentive fee net investment income and a portion will be based on the Company’s capital gains. The portion of the incentive fee based on pre-incentive fee net investment income is determined and paid quarterly in arrears and equals (a) 100% of the pre-incentive fee net investment income between 1.5% quarterly preferred return, and 1.818% (or 1.875% prior to February 19, 2020), referred to as the upper level breakpoint, of adjusted capital, plus (b) 17.5% (or 20% prior to February 19, 2020) of pre-incentive fee net investment income in excess of 1.818% (or 1.875% prior to February 19, 2020) of adjusted capital. Adjusted capital is defined as cumulative proceeds generated from sales of the Company’s common stock, including proceeds from the Company’s distribution reinvestment plan, net of sales load (upfront selling commissions and upfront dealer manager fees) reduced for (i) distributions paid to the Company’s shareholders that represent a return of capital on a tax basis and (ii) amounts paid for share repurchases pursuant to the Company’s share repurchase program, if any, measured as of the end of the immediately preceding calendar quarter. The quarterly preferred return of 1.5% and upper level breakpoint of 1.818% (or 1.875% prior to February 19, 2020) are also adjusted for the actual number of days in each calendar quarter.

Owl Rock Capital Corporation II

Notes to Consolidated Financial Statements (Unaudited) – Continued

For the three and six months ended June 30, 2021, the Company incurred net investment income based incentive fees of $4.7 million and $8.6 million, respectively. For the three months ended June 30, 2020, the Company did not incur net investment income based incentive fees (net of waivers, if any), and for the six months ended June 30, 2020, the Company incurred net investment income based incentive fees (net of waivers, if any) of $2.2 million.

The second component of the incentive fee, the capital gains incentive fee, is payable at the end of each calendar year in arrears, and equals 17.5% (or 20% prior to February 19, 2020) of cumulative realized capital gains from inception through the end of each calendar year, less cumulative realized capital losses and unrealized capital depreciation on a cumulative basis from inception through the end of such calendar year, less the aggregate amount of any previously paid capital gains incentive fee for prior periods. 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, including Section 205 thereof.

While the Investment Advisory Agreement neither includes nor contemplates the inclusion of unrealized gains in the calculation of the capital gains incentive fee, as required by U.S. GAAP, the Company accrues capital gains incentive fees on unrealized gains. This accrual reflects the incentive fees that would be payable to the Adviser if the Company’s entire investment portfolio was liquidated at its fair value as of the balance sheet date even though the Adviser is not entitled to an incentive fee with respect to unrealized gains unless and until such gains are actually realized.

For the three and six months ended June 30, 2021, the Company accrued capital gains based incentive fees of $0.8 million. For the three months ended June 30, 2020, the Company did not incur capital gains based incentive fees (net of waivers, if any), and for the six months ended June 30, 2020, the Company recorded a reversal of capital gains based incentive fees (net of waivers, if any) of $124 thousand.

On June 8, 2018, the Adviser agreed to waive (A) any portion of the management fee that was in excess of 1.50% of the Company’s gross assets, excluding cash and cash-equivalents but including assets purchased with borrowed amounts at the end of the two most recently completed calendar quarters, calculated in accordance with the Investment Advisory Agreement, (B) any portion of the incentive fee on net investment income that was in excess of 17.5% of the Company’s pre-incentive fee net investment income, which was calculated in accordance with the Investment Advisory Agreement but based on a quarterly preferred return of 1.50% per quarter and an upper level breakpoint of 1.818%, and (C) any portion of the incentive fee on capital gains that was in excess of 17.5% of the Company’s realized capital gains, if any, on a cumulative basis from inception through the end of such calendar year, net of all realized capital losses and unrealized capital depreciation on a cumulative basis, minus the aggregate amount of any previously paid incentive fee on capital gains as calculated in accordance with U.S. GAAP (the “Waiver”). Any portion of the management fee, incentive fee on net investment income and incentive fee on capital gains that the Adviser previously waived is not subject to recoupment.

On February 19, 2020, the Board approved amendments to the Investment Advisory Agreement, which reduced the management fee and incentive fee to the amounts specified in the Waiver.

Under the terms of the Investment Advisory Agreement, the Adviser is entitled to receive up to 1.5% of gross offering proceeds raised in the continuous public offering until all organization and offering costs paid by the Adviser or its affiliates have been recovered. The Company bears all other expenses of its operations and transactions including, without limitation, those relating to: expenses deemed to be “organization and offering expenses” for purposes of Conduct Rule 2310(a)(12) of Financial Industry Regulatory Authority (exclusive of commissions, the dealer manager fee, any discounts and other similar expenses paid by investors at the time of sale of the Company’s stock); the cost of corporate and organizational expenses relating to offerings of shares of common stock, subject to limitations included in the Investment Advisory Agreement; the cost of calculating the Company’s net asset value, including the cost of any third-party valuation services; the cost of effecting any sales and repurchases of the 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 the Company’s 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

Owl Rock Capital Corporation II

Notes to Consolidated Financial Statements (Unaudited) – Continued

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 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 the Company’s assets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance obligations under the Advisers Act and applicable federal and state securities laws. Notwithstanding anything to the contrary contained herein, the Company shall reimburse 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 and Chief Financial Officer and their respective staffs (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs of the Company). Any such reimbursements will not exceed actual expenses incurred by the Adviser and its affiliates. The Adviser is responsible for the payment of the Company’s organization and offering expenses to the extent that these expenses exceed 1.5% of the aggregate gross offering proceeds, without recourse against or reimbursement by the Company.

For the three and six months ended June 30, 2021, subject to the 1.5% organization and offering cost cap, the Company accrued initial organization and offering expenses of $0.2 million and $0.3 million, respectively. For the three and six months ended June 30, 2020, subject to the 1.5% organization and offering cost cap, the Company accrued initial organization and offering expenses of $0.8 million and $1.2 million, respectively.

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.

Owl Rock Capital Corporation II

Notes to Consolidated Financial Statements (Unaudited) – Continued

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, the Adviser and certain of their affiliates have been granted exemptive relief by the SEC for the Company to co-invest with other funds managed by the Adviser or certain of its 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. Pursuant to such exemptive relief, 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 of 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 Advisers 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 exemptive relief and applicable law, including the limitation set forth in Section 57(k) of the 1940 Act. In addition, pursuant to an exemptive order issued by the SEC on April 8, 2020 and applicable to all BDCs, through December 31, 2020, the Company was permitted, subject to the satisfaction of certain conditions, to complete follow-on investments in its existing portfolio companies with certain private funds managed by the Adviser or its affiliates and covered by the Company’s exemptive relief, even if such private funds have not previously invested in such existing portfolio company. Without this order, private funds would generally not be able to participate in such follow-on investments with the Company unless the private funds had previously acquired securities of the portfolio company in a co-investment transaction with the Company. Although the conditional exemptive order has expired, the SEC’s Division of Investment Management has indicated that until March 31, 2022, it will not recommend enforcement action, to the extent that any BDC with an existing coinvestment order continues to engage in certain transactions described in the conditional exemptive order, pursuant to the same terms and conditions described therein. The Adviser is affiliated with Owl Rock Technology Advisors LLC (“ORTA”), Owl Rock Capital Private Fund Advisors LLC (“ORPFA”) and Owl Rock Diversified Advisors LLC (“ORDA” together with ORTA, ORPFA and the Adviser, the "Owl Rock Advisers"), which are also investment advisers. The Owl Rock Advisers are indirect affiliates of Blue Owl and comprise "Owl Rock," a division of Blue Owl focused on direct lending. The Owl Rock Advisers’ investment 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 exemptive relief, there could be significant overlap in the Company’s investment portfolio and the investment portfolios of other funds managed by Owl Rock that could avail themselves of such exemptive relief and that have an investment objective similar to the Company.

Dealer Manager Agreement

The Company has entered into a Dealer Manager Agreement (the “Dealer Manager Agreement”) with Blue Owl Securities LLC (formerly, Owl Rock Capital Securities LLC) (“Blue Owl Securities”), an affiliate of the Adviser. On October 1, 2019, the Company entered into the Follow-on Dealer Manager Agreement with Blue Owl Securities (together with the Original Dealer Manager Agreement, the “Dealer Manager Agreement”). The Company has determined not to file additional post-effective amendments to its registration statement and terminated its public offering and the Dealer Manager Agreement as of April 30, 2021. Under the terms of the Dealer Manager Agreement, Blue Owl Securities served as the dealer manager for the Company’s public offering of its shares of common stock. As dealer manager, Owl Rock Securities earned a maximum sales load of up to 5.0% of the price per share for combined upfront selling commissions and dealer manager fees, a portion or all of which may be reallowed to selling broker-dealers. In connection with purchases of shares pursuant to the Company’s distribution reinvestment plan, the upfront selling commissions and dealer manager fees were not paid.

Blue Owl Securities is a broker-dealer registered with the SEC, a member of the Financial Industry Regulatory Authority and a member of the Securities Investor Protection Corporation.

Owl Rock Capital Corporation II

Notes to Consolidated Financial Statements (Unaudited) – Continued

Expense Support and Conditional Reimbursement Agreement

On February 6, 2017, the Company entered into an Expense Support and Conditional Reimbursement Agreement (the “Expense Support Agreement”) with the Adviser, the purpose of which is to ensure that no portion of the Company’s distributions to shareholders will represent a return of capital for U.S. federal income tax purposes. The Expense Support Agreement became effective as of April 4, 2017, the date that the Company met the minimum offering requirement.

On a quarterly basis, the Adviser reimburses the Company for “Operating Expenses” (as defined below) in an amount equal to the excess of the Company’s cumulative distributions paid to the Company’s shareholders in each quarter over “Available Operating Funds” (as defined below) received by the Company on account of its investment portfolio during such quarter. Any payments required to be made by the Adviser pursuant to the preceding sentence are referred to herein as an “Expense Payment”.

Pursuant to the Expense Support Agreement, “Operating Expenses” means all of the Company’s operating costs and expenses incurred, as determined in accordance with U.S. GAAP for investment companies. “Available Operating Funds” means the sum of (i) the Company’s estimated investment company taxable income (including realized net short-term capital gains reduced by realized net long-term capital losses), (ii) the Company’s realized net capital gains (including the excess of realized net long-term capital gains over realized net short-term capital losses) and (iii) dividends and other distributions paid to the Company on account of preferred and common equity investments in portfolio companies, if any (to the extent such amounts listed in clause (iii) are not included under clauses (i) and (ii) above).

The Adviser’s obligation to make an Expense Payment will automatically become a liability of the Adviser and the right to such Expense Payment will be an asset of the Company on the last business day of the applicable quarter. The Expense Payment for any quarter will be paid by the Adviser to the Company in any combination of cash or other immediately available funds, and/or offset against amounts due from the Company to the Adviser no later than the earlier of (i) the date on which the Company closes its books for such quarter, or (ii) forty-five days after the end of such quarter.

Following any quarter in which Available Operating Funds exceed the cumulative distributions paid by the Company in respect of such quarter (the amount of such excess being hereinafter referred to as “Excess Operating Funds”), the Company will pay such Excess Operating Funds, or a portion thereof, in accordance with the stipulations below, as applicable, to the Adviser, until such time as all Expense Payments made by the Adviser to the Company within three years prior to the last business day of such quarter have been reimbursed. Any payments required to be made by the Company are referred to as a “Reimbursement Payment”.

The amount of the Reimbursement Payment for any quarter shall equal the lesser of (i) the Excess Operating Funds in respect of such quarter and (ii) the aggregate amount of all Expense Payments made by the Adviser to the Company within three years prior to the last business day of such quarter that have not been previously reimbursed by the Company to the Adviser. The payment will be reduced to the extent that such Reimbursement Payments, together with all other Reimbursement Payments paid during the fiscal year, would cause Other Operating Expenses defined as the Company’s total Operating Expenses, excluding base management fees, incentive fees, organization and offering expenses, distribution and shareholder servicing fees, financing fees and costs, interest expense, brokerage commissions and extraordinary expenses (on an annualized basis and net of any Expense Payments received by the Company during the fiscal year) to exceed the lesser of: (i) 1.75% of the Company’s average net assets attributable to the shares of the Company’s common stock for the fiscal year-to-date period after taking such Expense Payments into account; and (ii) the percentage of the Company’s average net assets attributable to shares of the Company’s common stock represented by Other Operating Expenses during the fiscal year in which such Expense Payment was made (provided, however, that this clause (ii) shall not apply to any Reimbursement Payment which relates to an Expense Payment made during the same fiscal year).

No Reimbursement Payment for any quarter will be made if: (1) the “Effective Rate of Distributions Per Share” (as defined below) declared by the Company at the time of such Reimbursement Payment is less than the Effective Rate of Distributions Per Share at the time the Expense Payment was made to which such Reimbursement Payment relates, or (2) the Company’s “Operating Expense Ratio” (as defined below) at the time of such Reimbursement Payment is greater than the Operating Expense Ratio at the time the Expense Payment was made to which such Reimbursement Payment relates. Pursuant to the Expense Support Agreement, “Effective Rate of Distributions Per Share” means the annualized rate (based on a 365 day year) of regular cash distributions per share exclusive of returns of capital, distribution rate reductions due to distribution and shareholder fees, and declared special dividends or special distributions, if any. The “Operating Expense Ratio” is calculated by dividing Operating Expenses, less organizational and offering expenses, base management and incentive fees owed to Adviser, and interest expense, by the Company’s net assets.

Owl Rock Capital Corporation II

Notes to Consolidated Financial Statements (Unaudited) – Continued

The specific amount of expenses reimbursed by the Adviser, if any, will be determined at the end of each quarter. The Company or the Adviser may terminate the Expense Support Agreement at any time, with or without notice. The Expense Support Agreement will automatically terminate in the event of (a) the termination of the Investment Advisory Agreement, or (b) the Board of the Company making a determination to dissolve or liquidate the Company. Upon termination of the Expense Support Agreement, the Company will be required to fund any Expense Payments, subject to the aforementioned requirements per the Expense Support Agreement, that have not been reimbursed by the Company to the Adviser.

As of June 30, 2021, the amount of Expense Support Payments provided by the Adviser since inception is $32.8 million. During the three and six months ended June 30, 2021, the Company recorded obligations to repay Expenses Support from the Adviser of $1.0 million. During the three and six months ended June 30, 2020, the Company did not repay expense support to the Adviser. The Company may or may not reimburse remaining expense support in the future.

Owl Rock Capital Corporation II

Notes to Consolidated Financial Statements (Unaudited) – Continued

The following table presents a summary of all expenses supported, and recouped, by the Adviser for each of the following three month periods in which the Company received Expense Support from the Adviser and the associated dates through which such expenses may be subject to reimbursement from the Company pursuant to the Expense Support Agreement:

For the Quarter Ended	Amount of Expense Support		Recoupment of Expense Support		Expired Expense Support		Unreimbursed Expense Support		Effective Rate of Distribution per Share⁽¹⁾	Reimbursement Eligibility Expiration	Operating Expense Ratio⁽²⁾
($ in thousands)
June 30, 2017	$	1,061	$	1,061	$	—	$	—	7.0%	N/A	16.81%
September 30, 2017		1,023		258		765		—	7.0%	September 30, 2020	6.15%
December 31, 2017		856		—		856		—	7.0%	December 31, 2020	2.83%
March 31, 2018		1,871		—		1,871		—	6.9%	March 31, 2021	2.27%
June 30, 2018		775		—		775		—	6.9%	June 30, 2021	1.53%
March 31, 2019		1,835		—		—		1,835	7.0%	March 31, 2022	0.91%
June 30, 2019		1,776		—		—		1,776	7.0%	June 30, 2022	0.79%
September 30, 2019		1,081		—		—		1,081	7.0%	September 30, 2022	0.72%
December 31, 2019		2,351		—		—		2,351	7.0%	December 31, 2022	0.69%
March 31, 2020		6,587		—		—		6,587	7.7%	March 31, 2023	0.70%
June 30, 2020		5,794		—		—		5,794	7.4%	June 30, 2023	0.70%
September 30, 2020		3,079		—		—		3,079	7.2%	September 30, 2023	0.63%
December 31, 2020		3,216		1,002		—		2,214	6.5%	December 31, 2023	0.71%
March 31, 2021		1,449		—		—		1,449	6.4%	March 31, 2024	0.60%
Total	$	32,754	$	2,321	$	4,267	$	26,166

________________

⁽¹⁾

The effective rate of distribution per share is expressed as a percentage equal to the projected annualized distribution amount as of the end of the applicable period (which is calculated by annualizing the regular weekly cash distributions per share as of such date without compounding), divided by the Company’s gross offering price per share as of such date.

⁽²⁾

The operating expense ratio is calculated by dividing operating expenses, less organizational and offering expenses, base management and incentive fees owed to the Adviser, and interest expense, by the Company’s net assets.

Owl Rock Capital Corporation II

Notes to Consolidated Financial Statements (Unaudited) – Continued

License Agreement

The Company has entered into a license agreement (the “License Agreement”), pursuant to which an affiliate of Owl Rock Capital Partners LP has granted the Company a non-exclusive license to use the name “Owl Rock.” Under the License Agreement, the Company has a right to use the Owl Rock 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 “Owl Rock” name or logo.

Non-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’s investment in Swipe Acquisition Corporation is deemed to be a non-controlled affiliated company following Swipe Acquisition Corporation’s debt restructuring.

Promissory Note

On May 18, 2017, the Board authorized the Company, as Borrower, to enter into a series of promissory notes (the “Promissory Notes”) with the Adviser. The Promissory Notes matured on December 31, 2020. See Note 6 “Debt”.

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.

Investments at fair value and amortized cost consisted of the following as of June 30, 2021 and December 31, 2020:

	June 30, 2021				December 31, 2020
($ in thousands)	Amortized Cost		Fair Value		Amortized Cost		Fair Value
First-lien senior secured debt investments	$	1,724,571	$	1,723,344	$	1,608,056	$	1,595,836
Second-lien senior secured debt investments		540,994		545,588		492,311		487,614
Unsecured debt investments		33,144		33,973		6,834		7,182
Preferred equity investments⁽¹⁾		35,406		35,379		2,955		2,954
Common equity investments⁽¹⁾		38,528		51,136		34,507		41,887
Total Investments	$	2,372,643	$	2,389,420	$	2,144,663	$	2,135,473

________________

⁽¹⁾

As of December 31, 2020, preferred equity investments and common equity investments were reported in aggregate as equity investments.

Owl Rock Capital Corporation II

Notes to Consolidated Financial Statements (Unaudited) – Continued

The industry composition of investments based on fair value as of June 30, 2021 and December 31, 2020 was as follows:

	June 30, 2021			December 31, 2020
Advertising and media		0.5	%		1.1	%
Aerospace and defense		3.5			2.8
Automotive		1.3			1.2
Buildings and real estate		4.4			4.9
Business services		4.7			5.3
Chemicals		4.3			2.9
Consumer products		5.5			3.8
Containers and packaging		1.7			1.9
Distribution		3.3			4.7
Education		3.4			3.2
Energy equipment and services⁽¹⁾		0.0			0.1
Financial services		3.1			2.1
Food and beverage		7.5			8.9
Healthcare equipment and services		3.8			2.9
Healthcare providers and services		5.9			5.6
Healthcare technology		4.1			4.2
Household products		2.2			1.4
Human resource support services⁽¹⁾		0.0			0.0
Infrastructure and environmental services		0.5			0.6
Insurance		8.1			8.8
Internet software and services		13.6			13.5
Leisure and entertainment		1.3			1.5
Manufacturing		5.6			5.8
Oil and gas		1.7			1.9
Professional services		3.2			4.3
Specialty retail		3.9			3.1
Telecommunications		0.1			0.4
Transportation		2.8			3.1
Total		100.0	%		100.0	%

________________

⁽¹⁾

Fair value rounds to less than 0.1%.

The geographic composition of investments based on fair value as of June 30, 2021 and December 31, 2020 was as follows:

	June 30, 2021			December 31, 2020
United States:
Midwest		16.6	%		19.2	%
Northeast		15.0			11.7
South		38.9			40.1
West		23.0			22.6
International		6.5			6.4	⁽¹⁾
Total		100.0	%		100.0	%

________________

⁽¹⁾

As of December 31, 2020, the geographic composition of Belgium, Canada, Israel and the United Kingdom were 1.4%, 1.4%, 0.6% and 3.0%, respectively, and have been consolidated for comparative purposes.

Owl Rock Capital Corporation II

Notes to Consolidated Financial Statements (Unaudited) – Continued

Note 5. Fair Value of Investments

Investments

The following tables present the fair value hierarchy of investments as of June 30, 2021 and December 31, 2020:

	Fair Value Hierarchy as of June 30, 2021
($ in thousands)	Level 1		Level 2		Level 3		Total
First-lien senior secured debt investments	$	—	$	30,181	$	1,693,163	$	1,723,344
Second-lien senior secured debt investments		—		16,785		528,803		545,588
Unsecured debt investments		—		—		33,973		33,973
Preferred equity investments		—		—		35,379		35,379
Common equity investments		2,546		—		48,590		51,136
Total Investments	$	2,546	$	46,966	$	2,339,908	$	2,389,420

	Fair Value Hierarchy as of December 31, 2020
($ in thousands)	Level 1		Level 2		Level 3		Total
First-lien senior secured debt investments	$	—	$	53,435	$	1,542,401	$	1,595,836
Second-lien senior secured debt investments		—		15,369		472,245		487,614
Unsecured debt investments		—		—		7,182		7,182
Preferred equity investments⁽¹⁾		—		—		2,954		2,954
Common equity investments⁽¹⁾		—		4,283		37,604		41,887
Total Investments	$	—	$	73,087	$	2,062,386	$	2,135,473

________________

⁽¹⁾

As of December 31, 2020, preferred equity investments and common equity investments were reported in aggregate as equity investments.

Owl Rock Capital Corporation II

Notes to Consolidated Financial Statements (Unaudited) – Continued

The following tables 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 three and six months ended June 30, 2021 and 2020:

	As of and for the Three Months Ended June 30, 2021
($ 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	$	1,615,808		$	457,614		$	33,306	$	3,074		$	42,379		$	2,152,181
Purchases of investments, net		191,168			104,850			—		31,848			3,120			330,986
Payment-in-kind		1,051			—			—		456			28			1,535
Proceeds from investments, net		(120,973	)		(36,618	)		—		—			—			(157,591	)
Net change in unrealized gain (loss) on investments		3,728			7,579			645		(20	)		3,115			15,047
Net realized gain (loss) on investments		2			(5,322	)		—		—			(54	)		(5,374	)
Net amortization of discount on investments		2,379			700			22		21			2			3,124
Transfers into (out of) Level 3⁽¹⁾		—			—			—		—			—			—
Fair value, end of period	$	1,693,163		$	528,803		$	33,973	$	35,379		$	48,590		$	2,339,908

________________

⁽¹⁾

Transfers between levels, if any, are recognized at the beginning of the quarter in which the transfers occur.

	As of and for the Six Months Ended June 30, 2021
($ 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	$	1,542,401		$	472,245		$	7,182	$	2,954		$	37,604		$	2,062,386
Purchases of investments, net		319,518			112,346			26,027		31,848			4,490			494,229
Payment-in-kind		2,800			—			254		579			46			3,679
Proceeds from investments, net		(186,596	)		(60,989	)		—		—			—			(247,585	)
Net change in unrealized gain (loss) on investments		10,689			9,273			482		(26	)		6,502			26,920
Net realized gain (loss) on investments		149			(5,322	)		—		—			(54	)		(5,227	)
Net amortization of discount on investments		4,077			1,250			28		24			2			5,381
Transfers into (out of) Level 3⁽¹⁾		125			—			—		—			—			125
Fair value, end of period	$	1,693,163		$	528,803		$	33,973	$	35,379		$	48,590		$	2,339,908

________________

⁽¹⁾

Transfer between levels, if any, are recognized at the beginning of the quarter in which the transfers occur. For the six months ended June 30, 2021, transfers into Level 3 were as a result of changes in the observability of significant inputs for certain portfolio companies.

Owl Rock Capital Corporation II

Notes to Consolidated Financial Statements (Unaudited) – Continued

	As of and for the Three Months Ended June 30, 2020
($ in thousands)	First-lien senior secured debt investments			Second-lien senior secured debt investments		Unsecured debt investments		Preferred equity investments⁽²⁾		Common equity investments⁽²⁾		Total
Fair value, beginning of period	$	1,292,494		$	276,207	$	—	$	—	$	20,236	$	1,588,937
Purchases of investments, net		40,288			—		495		—		143		40,926
Payment-in-kind		1,642			—		—		—		—		1,642
Proceeds from investments, net		(50,736	)		—		—		—		—		(50,736	)
Net change in unrealized gain (loss)		23,587			6,165		—		—		2,434		32,186
Net realized gains (losses)		—			—		—		—		—		—
Net amortization of discount on investments		1,232			132		—		—		—		1,364
Transfers into (out of) Level 3⁽¹⁾		(26,933	)		—		—		—		—		(26,933	)
Fair value, end of period	$	1,281,574		$	282,504	$	495	$	—	$	22,813	$	1,587,386

________________

⁽¹⁾

Transfers between levels, if any, are recognized at the beginning of the quarter in which the transfers occur. For the three months ended June 30, 2020, transfers out of Level 3 to Level 2 were as a result of changes in the observability of significant inputs for certain portfolio companies.

⁽²⁾

As of and for the three months ended June 30, 2020, preferred equity investments and common equity investments were reported in aggregate as equity investments.

	As of and for the Six Months Ended June 30, 2020
($ in thousands)	First-lien senior secured debt investments			Second-lien senior secured debt investments			Unsecured debt investments		Preferred equity investments⁽²⁾		Common equity investments⁽²⁾		Total
Fair value, beginning of period	$	1,139,947		$	238,081		$	—	$	—	$	1,710	$	1,379,738
Purchases of investments, net		279,550			62,782			495		—		20,945		363,772
Payment-in-kind		2,014			—			—		—		—		2,014
Proceeds from investments, net		(106,393	)		(5,200	)		—		—		—		(111,593	)
Net change in unrealized gain (loss) on investments		(36,280	)		(13,483	)		—		—		158		(49,605	)
Net realized gain (loss) on investments		51			—			—		—		—		51
Net amortization of discount on investments		2,685			324			—		—		—		3,009
Transfers into (out of) Level 3⁽¹⁾		—			—			—		—		—		—
Fair value, end of period	$	1,281,574		$	282,504		$	495	$	—	$	22,813	$	1,587,386

________________

⁽¹⁾

Transfers between levels, if any, are recognized at the beginning of the quarter in which the transfers occur.

⁽²⁾

As of and for the six months ended June 30, 2020, preferred equity investments and common equity investments were reported in aggregate as equity investments.

Owl Rock Capital Corporation II

Notes to Consolidated Financial Statements (Unaudited) – Continued

The following tables present information with respect to the 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 three and six months ended June 30, 2021 and 2020:

($ in thousands)	Net change in unrealized gain (loss) for the Three Months Ended June 30, 2021 on Investments Held at June 30, 2021			Net change in unrealized gain (loss) for the Three Months Ended June 30, 2020 on Investments Held at June 30, 2020⁽¹⁾
First-lien senior secured debt investments	$	4,513		$	23,093
Second-lien senior secured debt investments		2,492			6,165
Unsecured debt investments		645			—
Preferred equity investments		(20	)		—
Common equity investments		3,157			2,434
Total Investments	$	10,787		$	31,692

________________

⁽¹⁾

For the three months ended June 30, 2020, preferred equity investments and common equity investments were reported in aggregate as equity investments.

($ in thousands)	Net change in unrealized gain (loss) for the Six Months Ended June 30, 2021 on Investments Held at June 30, 2021			Net change in unrealized gain (loss) for the Six Months Ended June 30, 2020 on Investments Held at June 30, 2020⁽¹⁾
First-lien senior secured debt investments	$	11,704		$	(36,524	)
Second-lien senior secured debt investments		5,200			(13,473	)
Unsecured debt investments		483			—
Preferred equity investments		(26	)		—
Common equity investments		6,506			158
Total Investments	$	23,867		$	(49,839	)

________________

⁽¹⁾

For the six months ended June 30, 2020, preferred equity investments and common equity investments were reported in aggregate as equity investments.

Owl Rock Capital Corporation II

Notes to Consolidated Financial Statements (Unaudited) – Continued

The following tables present quantitative information about the significant unobservable inputs of the Company’s Level 3 investments as of June 30, 2021 and December 31, 2020. 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.

As of June 30, 2021

($ 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

1,553,111

Yield Analysis

Market Yield

4.6% - 18.3% (8.4%)

Decrease

140,052

Recent Transaction

Transaction Price

97.0% - 99.0% (98.4%)

Increase

Second-lien senior secured debt investments⁽¹⁾

418,739

Yield Analysis

Market Yield

6.5% - 13.0% (9.0%)

Decrease

77,721

Recent Transaction

Transaction Price

98.5% - 99.3% (99.0%)

Increase

4,720

Collateral Analysis

Recovery Rate

42.0% - 42.0% (42.0%)

Increase

Unsecured debt investments⁽²⁾

818

Market Approach

EBITDA Multiple

14.8x - 14.8x (14.8x)

Increase

32,574

Yield Analysis

Market Yield

6.6% - 8.8% (8.3%)

Decrease

Preferred equity investments

3,190

Yield Analysis

Market Yield

14.5% - 14.5% (14.5%)

Decrease

32,189

Recent Transaction

Transaction Price

96.6% - 100.0% (96.6%)

Increase

Common equity investments

45,472

Market Approach

EBITDA Multiple

3.8x - 17.0x (6.5x)

Increase

3,118

Recent Transaction

Transaction Price

1.0 - 1.0 (1.0)

Increase

________________

⁽¹⁾

Excludes Level 3 second-lien investments with an aggregate fair value amounting to $27,623, which the Company valued using indicative bid prices obtained from brokers.

⁽²⁾

Excludes Level 3 unsecured debt investments with an aggregate fair value amounting to $581, which the Company valued using indicative bid prices obtained from brokers.

Owl Rock Capital Corporation II

Notes to Consolidated Financial Statements (Unaudited) – Continued

As of December 31, 2020

($ 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

159,123

Recent Transaction

Transaction Price

96.0% - 99.0% (98.5%)

Increase

1,383,278

Yield Analysis

Market Yield

4.9% - 19.8% (8.7%)

Decrease

Second-lien senior secured debt investments⁽¹⁾

111,075

Recent Transaction

Transaction Price

97.5% - 99.5% (98.7%)

Increase

347,141

Yield Analysis

Market Yield

5.2% - 18.0% (9.7%)

Decrease

5,746

Collateral Analysis

Recovery Rate

52.0% - 52.0% (52.0%)

Increase

Unsecured debt investments

6,365

Yield Analysis

Market Yield

8.1% - 9.3% (8.2%)

Decrease

817

Recent Transaction

Transaction Price

100.0% - 100.0% (100.0%)

Increase

Preferred equity investments⁽²⁾

2,954

Recent Transaction

Transaction Price

97.0% - 97.0% (97.0%)

Increase

Common equity investments⁽²⁾

31,853

Market Approach

EBITDA Multiple

3.5x - 11.8x (4.4x)

Increase

5,751

Recent Transaction

Transaction Price

1.0 - 1.0 (1.0)

Increase

________________

⁽¹⁾

Excludes investments with an aggregate fair value amounting to $8,283, which the Company valued using indicative bid prices obtained from brokers.

⁽²⁾

As of December 31, 2020, preferred equity investments and common equity investments were reported in aggregate as equity investments.

Owl Rock Capital Corporation II

Notes to Consolidated Financial Statements (Unaudited) – Continued

The Company typically determines the fair value of its 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.

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 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 typically would be used.

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 following table presents the carrying and fair values of the Company’s debt obligations as of June 30, 2021 and December 31, 2020.

	June 30, 2021				December 31, 2020
($ in thousands)	Net Carrying Value⁽¹⁾		Fair Value		Net Carrying Value⁽²⁾		Fair Value
SPV Asset Facility I	$	399,068		399,068	$	363,312		363,312
SPV Asset Facility II		277,019		277,019		187,859		187,859
2024 Notes		450,397		477,000		345,450		372,750
Total Debt	$	1,126,484	$	1,153,087	$	896,621	$	923,921

________________

⁽¹⁾

The carrying value of the Company’s SPV Asset Facility I, SPV Asset Facility II, and 2024 Notes are presented net of deferred financing costs of $1.2 million, $3.0 million and $(0.4) million, respectively.

⁽²⁾

The carrying value of the Company’s SPV Asset Facility I, SPV Asset Facility II and 2024 Notes are presented net of deferred financing costs of $1.8 million, $3.1 million and $4.6 million, respectively.

The following table presents fair value measurements of the Company’s debt obligations as of June 30, 2021 and December 31, 2020:


($ in thousands)	June 30, 2021		December 31, 2020
Level 1	$	—		—
Level 2		477,000		—
Level 3		676,087		923,921
Total Debt	$	1,153,087	$	923,921

Financial Instruments Not Carried at Fair Value

As of June 30, 2021 and December 31, 2020, the carrying amounts of the Company’s assets and liabilities, other than investments at fair value and debt, approximate fair value due to their short maturities.

Owl Rock Capital Corporation II

Notes to Consolidated Financial Statements (Unaudited) – Continued

Note 6. 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 200% (or 150% if certain conditions are met) after such borrowing. The Company’s asset coverage was 220% and 242% as of June 30, 2021 and December 31, 2020, respectively.

Debt obligations consisted of the following as of June 30, 2021 and December 31, 2020:

	June 30, 2021
($ in thousands)	Aggregate Principal Committed		Outstanding Principal⁽³⁾		Amount Available⁽¹⁾		Net Carrying Value⁽²⁾
SPV Asset Facility I	$	400,000	$	400,261	$	—	$	399,068
SPV Asset Facility II		325,000		280,000		36,120		277,019
2024 Notes		450,000		450,000		—		450,397
Total Debt	$	1,175,000	$	1,130,261	$	36,120	$	1,126,484

________________

⁽¹⁾

The amount available reflects any limitations related to each credit facility’s borrow base.

⁽²⁾

The carrying value of the Company’s SPV Asset Facility I, SPV Asset Facility II and 2024 Notes are presented net of deferred financing costs of $1.2 million, $3.0 million and $(0.4) million, respectively.

⁽³⁾

The outstanding principal balance in SPV Asset Facility I reflects a fully drawn commitment and unrealized appreciation on borrowings in foreign denominations.

	December 31, 2020
($ in thousands)	Aggregate Principal Committed		Outstanding Principal		Amount Available⁽¹⁾		Net Carrying Value⁽²⁾
SPV Asset Facility I	$	400,000	$	365,147	$	34,853	$	363,312
SPV Asset Facility II		325,000		191,000		27,698		187,859
2024 Notes		350,000		350,000		—		345,450
Total Debt	$	1,075,000	$	906,147	$	62,551	$	896,621

________________

⁽¹⁾

The amount available reflects any limitations related to each credit facility’s borrow base.

⁽²⁾

The carrying value of the Company’s SPV Asset Facility I, SPV Asset Facility II and 2024 Notes are presented net of deferred unamortized debt issuance costs of $1.8 million, $3.1 million and $4.6 million.

For the three and six months ended June 30, 2021 and 2020, the components of interest expense were as follows:

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
($ in thousands)	2021			2020			2021			2020
Interest expense	$	9,090		$	7,345		$	16,839		$	15,927
Amortization of debt issuance costs		592			3,080			1,363			3,906
Total Interest Expense	$	9,682		$	10,425		$	18,202		$	19,833
Average interest rate		3.4	%		3.9	%		3.4	%		4.1	%
Average daily borrowings	$	1,033,901		$	639,747		$	954,348		$	604,778

Owl Rock Capital Corporation II

Notes to Consolidated Financial Statements (Unaudited) – Continued

SPV Asset Facility I

On December 1, 2017 (the “SPV Asset Facility I Closing Date”), ORCC II Financing LLC and OR Lending II LLC (collectively, the “Subsidiaries”), each a Delaware limited liability company and a wholly-owned subsidiary of the Company, entered into a Credit Agreement (the “SPV Asset Facility I”). Parties to the SPV Asset Facility I include ORCC II Financing LLC and OR Lending II LLC, as Borrowers, and the lenders from time to time parties thereto (the “SPV I Lenders”), Goldman Sachs Bank USA as Sole Lead Arranger, Syndication Agent and Administrative Agent, State Street Bank and Trust Company as Collateral Administrator and Collateral Agent and Cortland Capital Market Services LLC as Collateral Custodian. On July 31, 2018, the parties to the SPV Asset Facility I amended the SPV Asset Facility I and the related transaction documents (the “SPV Facility I Amendment No. 1”) to increase the maximum principal amount of the SPV Asset Facility I, extend the reinvestment period and scheduled maturity of the SPV Asset Facility I, reduce the spread over LIBOR payable on the drawn amount of the SPV Asset Facility I and make certain other changes relating to the calculation of the borrowing base, the fees payable to Goldman Sachs Bank USA as Administrative Agent and the potential syndication of the SPV Asset Facility I. On March 11, 2019, the parties to the SPV Asset Facility I amended and restated the SPV Asset Facility I and the related transaction documents (the “SPV Facility I Amendment No. 2”) to establish and modify certain lender and Administration Agent consent rights, increase the maximum principal amount of the SPV Asset Facility I and add new lenders. On April 29, 2019, the parties to the SPV Asset Facility I amended and restated the SPV Asset Facility I and the related transaction documents (the “SPV Facility I Amendment No. 3”) to increase the maximum principal amount of the SPV Asset Facility I and make certain other changes, including dividing the loans under the SPV Asset Facility I into two separate Classes, Class A and Class B. The terms of the two classes of loans are generally the same, for example they have the same interest rate and maturity date, but differ with respect to certain make-whole payments, minimum spread payments, unused commitment fees, consent rights and other terms.

The summary below reflects the terms of the SPV Asset Facility I as amended by SPV Facility I Amendment No. 1, SPV Facility I Amendment No. 2, SPV Facility I Amendment No. 3, and the voluntary commitment reduction that the Subsidiaries effected on May 8, 2020.

From time to time, the Company sells and contributes certain investments to ORCC II Financing LLC pursuant to a Sale and Contribution Agreement by and between the Company and ORCC II Financing LLC. No gain or loss will be recognized as a result of these sales and contributions. Proceeds from the SPV Asset Facility I have been and will be used to finance the origination and acquisition of eligible assets by the Subsidiaries, including the purchase of such assets from the Company. The Company retains a residual interest in assets contributed to or acquired by the Subsidiaries through its ownership of the Subsidiaries. The maximum principal amount of the SPV Asset Facility I is $400 million; the availability of this amount is subject to a borrowing base test, which is based on the amount of the Subsidiaries’ assets from time to time, and satisfaction of certain conditions, including certain concentration limits.

The SPV Asset Facility I provides for a reinvestment period up to and including November 30, 2021 (the “SPV Asset Facility I Commitment Termination Date”). Prior to the SPV Asset Facility I Commitment Termination Date, proceeds received by the Subsidiaries from interest, dividends, or fees on assets must be used to pay expenses and interest on outstanding borrowings, and the excess may be returned to the Company, subject to certain conditions. Proceeds received from principal on assets prior to the SPV Asset Facility I Commitment Termination Date must be used to make quarterly payments of principal on outstanding borrowings. Following the SPV Asset Facility I Commitment Termination Date, proceeds received by the Subsidiaries from interest and principal on collateral assets must be used to make quarterly payments of principal on outstanding borrowings. Subject to certain conditions, between quarterly payment dates prior to and after the SPV Asset Facility I Commitment Termination Date, excess interest proceeds and principal proceeds may be released to the Subsidiaries to make distributions to the Company.

The SPV Asset Facility I will mature on November 30, 2022. Amounts drawn bear interest at LIBOR plus a 2.25% spread and after a ramp-up period, the spread is also payable on any undrawn amounts. The Company borrows utilizing three-month LIBOR rate loans. If LIBOR ceases to exist, the Company will have to renegotiate the terms of the SPV Asset Facility I. The SPV Asset Facility I contains customary covenants, including certain financial maintenance covenants, limitations on the activities of the Subsidiaries, 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 Company’s equity interests in the Subsidiaries and in the assets of the Subsidiaries and on any payments received by the Subsidiaries in respect of those assets. Upon the occurrence of certain value adjustment events relating to the assets securing the SPV Asset Facility I, the Subsidiaries will also be required to provide certain cash collateral. Assets pledged to the SPV I Lenders will not be available to pay the debts of the Company.

Owl Rock Capital Corporation II

Notes to Consolidated Financial Statements (Unaudited) – Continued

Borrowings of the Subsidiaries are considered the Company’s borrowings for purposes of complying with the asset coverage requirements under the 1940 Act.

In connection with the SPV Asset Facility I, the Company entered into a Non-Recourse Carveout Guaranty Agreement on the SPV Asset Facility I Closing Date, which was amended and restated twice on March 11, 2019 and April 29, 2019, with State Street Bank and Trust Company, on behalf of certain secured parties, and Goldman Sachs Bank USA. Pursuant to the Non-Recourse Carveout Guaranty Agreement, the Company guarantees certain losses, damages, costs, expenses, liabilities, claims and other obligations incurred in connection with certain instances of fraud or bad faith misrepresentation, material encumbrances of certain collateral, misappropriation of certain funds, certain transfers of assets, and the bad faith or willful breach of certain provisions of the SPV Asset Facility I.

SPV Asset Facility II

On April 14, 2020 (the “SPV Asset Facility II Closing Date”), ORCC II Financing II LLC (“ORCC II Financing II”), a Delaware limited liability company and newly formed subsidiary of the Company entered into a Credit Agreement (the “SPV Asset Facility II”), with ORCC II Financing II, as Borrower, the lenders from time to time parties thereto (the “SPV II Lenders”), Natixis, New York Branch, as Administrative Agent, State Street Bank and Trust Company as Collateral Agent and Cortland Capital Market Services LLC as Document Custodian. On October 30, 2020, the parties to the SPV Asset Facility II entered into an amendment agreement to increase the maximum principal amount of the SPV Asset Facility II and make certain other changes (the “SPV Facility II Amendment”). The summary below reflects the terms of the SPV Asset Facility II as amended by the SPV Facility II Amendment.

From time to time, the Company expects to sell and contribute certain investments to ORCC II Financing II pursuant to a Sale and Contribution Agreement by and between the Company and ORCC II Financing II. No gain or loss will be recognized as a result of these sales and contributions. Proceeds from the SPV Asset Facility II will be used to finance the origination and acquisition of eligible assets by ORCC II Financing II, including the purchase of such assets from the Company. The Company retains a residual interest in assets contributed to or acquired by ORCC II Financing II through the Company’s ownership of ORCC II Financing II. The maximum principal amount of the SPV Asset Facility II is $325 million; the availability of this amount is subject to an overcollateralization ratio test, which is based on the value of ORCC II Financing II’s assets from time to time, and satisfaction of certain conditions, including an interest coverage ratio test, certain concentration limits and collateral quality tests.

The SPV Asset Facility II provides for the ability to (1) draw term loans and (2) draw and redraw revolving loans under the SPV Asset Facility II for a period of up to two years after the SPV Asset Facility II Closing Date unless the revolving commitments are terminated or converted to term loans sooner as provided in the SPV Asset Facility II (the “SPV Asset Facility II Commitment Termination Date”). Unless otherwise terminated, the SPV Asset Facility II will mature on April 14, 2029 (the “Stated Maturity”). Prior to the Stated Maturity, proceeds received by ORCC II Financing II 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 Stated Maturity, ORCC II Financing II 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 bear interest at LIBOR (or, in the case of certain lenders that are commercial paper conduits, the lower of their cost of funds and LIBOR plus 0.25%) plus, (x) with respect to revolving loans, 2.75% and (y) with respect to term loans, 2.45% during the SPV Asset Facility II’s reinvestment period and 2.70% thereafter. From the SPV Asset Facility II Closing Date to the SPV Asset Facility II Commitment Termination Date, there is a commitment fee that steps up during the year after the SPV Closing Date from 0.00% to 0.75% per annum on the undrawn amount, if any, of the revolving commitments in the SPV Asset Facility II. The SPV Asset Facility II contains customary covenants, including certain financial maintenance covenants, limitations on the activities of ORCC II 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 II Financing II and on any payments received by ORCC II Financing II in respect of those assets. Assets pledged to the SPV II Lenders will not be available to pay the debts of the Company.

Borrowings of ORCC II Financing II are considered the Company’s borrowings for purposes of complying with the asset coverage requirements under the 1940 Act.

Owl Rock Capital Corporation II

Notes to Consolidated Financial Statements (Unaudited) – Continued

Promissory Note

On May 18, 2017, the Board authorized the Company, as borrower, to enter into a series of Promissory Notes with the Adviser, as lender, to borrow up to an aggregate of $10 million from the Adviser. On October 19, 2017, the Board increased the approved amount to an aggregate of $15 million. On March 2, 2018, the Board increased the approved amount to an aggregate of $20 million. On July 19, 2018, the Board increased the approved amount to an aggregate of $35 million. On March 8, 2019, the Board increased the approved amount to an aggregate of $50 million. The borrower may re-borrow any amount repaid; however, there is no funding commitment between the Adviser and the Company.

The interest rate on any such borrowing may be based on either the rate of interest for a LIBOR-Based Advance or the rate of interest for a Prime-Based Advance under the Loan and Security Agreement, dated as of February 22, 2017, as amended as of August 1, 2017 (as further amended or supplemented from time to time, the “Loan Agreement”), by and among the Lender, as borrower, and East West Bank.

The unpaid principal balance of any Promissory Notes and accrued interest thereon is 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 the Adviser, and in any event due and payable in full no later than January 15, 2018. On November 7, 2017, the Board approved a modification to the Promissory Notes which extended the original maturity date to December 31, 2018. On November 6, 2018, the Board approved an additional modification to the Promissory Notes which further extended the maturity date to December 31, 2019. On October 30, 2019, the Board approved an additional modification to the Promissory Notes which further extended the maturity date to December 31, 2020. The Company intends to use the borrowed funds to leverage its current investment portfolio and to make investments in portfolio companies consistent with its investment strategies. The Promissory Notes matured on December 31, 2020.

The unpaid principal balance of the Promissory Notes and accrued interest thereon was paid in full on December 15, 2020 and December 31, 2020, respectively. The Company used the borrowed funds to leverage its investment portfolio and to make investments in portfolio companies consistent with its investment strategies.

2024 Notes

On November 26, 2019, the Company issued $300 million aggregate principal amount of the Company’s 4.625% notes due November 26, 2024 (the “2024 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.

On October 21, 2020, the Company issued an additional $50 million aggregate principal amount of the Company’s 4.625% notes due 2024 and on May 5, 2021, the Company issued an additional $100 million aggregate principal amount of the Company’s 4.625% notes due 2024 (collectively, the “Additional 2024 Notes” and together with the Existing 2024 Notes, the “2024 Notes”) in a private placement in reliance on Section 4(a)(2) of 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. The Additional 2024 Notes will be treated as a single series with the Existing 2024 Notes and will have the same terms as the Existing 2024 Notes.

The 2024 Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration.

Owl Rock Capital Corporation II

Notes to Consolidated Financial Statements (Unaudited) – Continued

The 2024 Notes were issued pursuant to an Indenture dated as of November 26, 2019 (the “Base Indenture”), between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”), and a First Supplemental Indenture, dated as of November 26, 2019 (the “First Supplemental Indenture” and together with the Base Indenture, the “Indenture”), between the Company and the Trustee. The 2024 Notes will mature on November 26, 2024, unless repurchased or redeemed in accordance with their terms prior to such date. The 2024 Notes bear interest at a rate of 4.625% per year payable semi-annually on May 26 and November 26 of each year, commencing on May 26, 2020. The 2024 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 2024 Notes. The 2024 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. The 2024 Notes are effectively subordinated, or junior, to any of the Company’s 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. The 2024 Notes are 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 us 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 2024 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 2024 Notes will have the right, at their option, to require the Company to repurchase for cash some or all of the 2024 Notes at a repurchase price equal to 100% of the aggregate principal amount of the 2024 Notes being repurchased, plus accrued and unpaid interest to, but excluding, the repurchase date.

Owl Rock Capital Corporation II

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 June 30, 2021 and December 31, 2020, the Company had the following outstanding commitments to fund investments in current portfolio companies:

Portfolio Company	Investment	June 30, 2021		December 31, 2020
($ in thousands)
3ES Innovation Inc. (dba Aucerna)	First lien senior secured revolving loan	$	687	$	687
Amspec Services Inc.	First lien senior secured revolving loan		2,062		2,463
Apptio, Inc.	First lien senior secured revolving loan		294		490
Aramsco, Inc.	First lien senior secured revolving loan		1,043		1,043
Ardonagh Midco 3 PLC	First lien senior secured delayed draw term loan		—		911
Associations, Inc.	First lien senior secured delayed draw term loan		75		75
AxiomSL Group, Inc.	First lien senior secured revolving loan		1,061		1,061
Barracuda Dental LLC (dba National Dentex)	First lien senior secured delayed draw term loan		1,717		5,580
Barracuda Dental LLC (dba National Dentex)	First lien senior secured revolving loan		1,459		1,073
BCTO BSI Buyer, Inc. (dba Buildertrend)	First lien senior secured revolving loan		1,018		1,018
BIG Buyer, LLC	First lien senior secured delayed draw term loan		4,131		—
BIG Buyer, LLC	First lien senior secured revolving loan		1,250		667
BIG Buyer, LLC	First lien senior secured delayed draw term loan		—		1,875
Caiman Merger Sub LLC (dba City Brewing)	First lien senior secured revolving loan		—		2,034
BP Veraison Holdings, LLC (dba Sun World)	First lien senior secured delayed draw term loan		6,081		—
BP Veraison Holdings, LLC (dba Sun World)	First lien senior secured revolving loan		1,824		—
Centrify Corporation	First lien senior secured revolving loan		1,345		—
ConnectWise, LLC	First lien senior secured revolving loan		3,385		2,708
Definitive Healthcare Holdings, LLC	First lien senior secured delayed draw term loan		4,991		4,991
Definitive Healthcare Holdings, LLC	First lien senior secured revolving loan		1,522		1,522
Dodge Data & Analytics LLC	First lien senior secured revolving loan		374		—
Douglas Products and Packaging Company LLC	First lien senior secured revolving loan		356		1,017
Endries Acquisition, Inc.	First lien senior secured revolving loan		3,000		3,000
Entertainment Benefits Group, LLC	First lien senior secured revolving loan		326		276
Evolution BuyerCo, Inc. (dba SIAA)	First lien senior secured delayed draw term loan		4,459		—
Evolution BuyerCo, Inc. (dba SIAA)	First lien senior secured revolving loan		2,230		—
Forescout Technologies, Inc.	First lien senior secured revolving loan		700		700
Galls, LLC	First lien senior secured revolving loan		105		1,826
Gaylord Chemical Company, L.L.C.	First lien senior secured revolving loan		2,609		—
GC Agile Holdings Limited (dba Apex Fund Services)	First lien senior secured revolving loan		859		1,146
Gerson Lehrman Group, Inc.	First lien senior secured revolving loan		2,039		2,039
Granicus, Inc.	First lien senior secured revolving loan		—		345

Owl Rock Capital Corporation II

Notes to Consolidated Financial Statements (Unaudited) – Continued

Portfolio Company	Investment	June 30, 2021		December 31, 2020
H&F Opportunities LUX III S.À R.L (dba Checkmarx)	First lien senior secured revolving loan		4,583		4,583
Hercules Borrower, LLC (dba The Vincit Group)	First lien senior secured revolving loan		3,343		3,343
HGH Purchaser, Inc. (dba Horizon Services)	First lien senior secured revolving loan		2,187		2,187
HGH Purchaser, Inc. (dba Horizon Services)	First lien senior secured delayed draw term loan		—		1,337
Hometown Food Company	First lien senior secured revolving loan		471		408
Ideal Tridon Holdings, Inc.	First lien senior secured revolving loan		1,273		1,072
Individual Foodservice Holdings, LLC	First lien senior secured delayed draw term loan		4,483		3,522
Individual Foodservice Holdings, LLC	First lien senior secured revolving loan		4,126		4,953
Instructure, Inc.	First lien senior secured revolving loan		1,851		1,851
Integrity Marketing Acquisition, LLC	First lien senior secured revolving loan		1,868		1,868
Intelerad Medical Systems Incorporated (fka 11849573 Canada Inc.)	First lien senior secured delayed draw term loan		718		—
Intelerad Medical Systems Incorporated (fka 11849573 Canada Inc.)	First lien senior secured revolving loan		1,510		1,510
Interoperability Bidco, Inc.	First lien senior secured delayed draw term loan		—		2,000
Interoperability Bidco, Inc.	First lien senior secured revolving loan		1,000		—
IQN Holding Corp. (dba Beeline)	First lien senior secured revolving loan		2,612		2,612
KWOR Acquisition, Inc. (dba Alacrity Solutions)	First lien senior secured delayed draw term loan		—		516
KWOR Acquisition, Inc. (dba Alacrity Solutions)	First lien senior secured revolving loan		1,300		1,300
Lazer Spot G B Holdings, Inc.	First lien senior secured revolving loan		7,542		7,542
Lightning Midco, LLC (dba Vector Solutions)	First lien senior secured revolving loan		—		1,155
Litera Bidco LLC	First lien senior secured delayed draw term loan		913		—
Litera Bidco LLC	First lien senior secured revolving loan		1,013		1,013
Lytx, Inc.	First lien senior secured delayed draw term loan		4,697		4,697
Mavis Tire Express Services Corp.	Second lien senior secured delayed draw term loan		—		1,688
Milan Laser Holdings LLC	First lien senior secured revolving loan		1,961		—
MINDBODY, Inc.	First lien senior secured revolving loan		1,071		1,071
Nelipak Holding Company	First lien senior secured revolving loan		935		906
Nelipak Holding Company	First lien senior secured revolving loan		352		352
NMI Acquisitionco, Inc. (dba Network Merchants)	First lien senior secured revolving loan		85		85
Norvax, LLC (dba GoHealth)	First lien senior secured revolving loan		2,727		2,728
Nutraceutical International Corporation	First lien senior secured revolving loan		2,353		2,353
Patriot Acquisition TopCo S.A.R.L (dba Corza Health, Inc.)	First lien senior secured revolving loan		2,654		—
Peter C. Foy & Associated Insurance Services, LLC	First lien senior secured delayed draw term loan		2,973		—
Peter C. Foy & Associated Insurance Services, LLC	First lien senior secured revolving loan		2,323		2,311
PCF Holdco, LLC	Class A Units		3,512		—

Owl Rock Capital Corporation II

Notes to Consolidated Financial Statements (Unaudited) – Continued

Portfolio Company	Investment	June 30, 2021		December 31, 2020
Pluralsight, LLC	First lien senior secured revolving loan		1,294		—
Professional Plumbing Group, Inc.	First lien senior secured revolving loan		743		743
Project Power Buyer, LLC (dba PEC-Veriforce)	First lien senior secured revolving loan		563		563
Quva Pharma, Inc.	First lien senior secured revolving loan		1,182		—
Reef Global, Inc. (fka Cheese Acquisition, LLC)	First lien senior secured revolving loan		747		747
Refresh Parent Holdings, Inc.	First lien senior secured delayed draw term loan		1,098		3,931
Refresh Parent Holdings, Inc.	First lien senior secured revolving loan		1,437		1,029
Relativity ODA LLC	First lien senior secured revolving loan		1,480		—
RSC Acquisition, Inc (dba Risk Strategies)	First lien senior secured revolving loan		277		426
Safety Products/JHC Acquisition Corp. (dba Justrite Safety Group)	First lien senior secured delayed draw term loan		—		231
Sara Lee Frozen Bakery, LLC (fka KSLB Holdings, LLC)	First lien senior secured revolving loan		107		493
Sonny's Enterprises LLC	First lien senior secured delayed draw term loan		5,503		—
Sonny's Enterprises LLC	First lien senior secured revolving loan		2,630		2,631
Swipe Acquisition Corporation (dba PLI)	First lien senior secured delayed draw term loan		1,655		2,289
Swipe Acquisition Corporation (dba PLI)	Letter of Credit		882		882
TC Holdings, LLC (dba TrialCard)	First lien senior secured revolving loan		3,315		3,315
THG Acquisition, LLC (dba Hilb)	First lien senior secured revolving loan		1,871		1,871
Thunder Purchaser, Inc. (dba Vector Solutions)	First lien senior secured delayed draw term loan		2,348		—
Thunder Purchaser, Inc. (dba Vector Solutions)	First lien senior secured revolving loan		822		—
Trader Interactive, LLC (fka Dominion Web Solutions, LLC)	First lien senior secured revolving loan		161		113
Troon Golf, L.L.C.	First lien senior secured revolving loan		574		574
TSB Purchaser, Inc. (dba Teaching Strategies, Inc.)	First lien senior secured revolving loan		660		660
Ultimate Baked Goods Midco, LLC	First lien senior secured revolving loan		409		515
Valence Surface Technologies LLC	First lien senior secured delayed draw term loan		—		1,500
Valence Surface Technologies LLC	First lien senior secured revolving loan		1,000		2,500
Velocity HoldCo III Inc	First lien senior secured revolving loan		368		—
WU Holdco, Inc. (dba Weiman Products, LLC)	First lien senior secured delayed draw term loan		1,023		—
WU Holdco, Inc. (dba Weiman Products, LLC)	First lien senior secured revolving loan		2,042		1,534
Total Unfunded Portfolio Company Commitments		$	151,629	$	124,057

As of June 30, 2021, the Company believed they had adequate financial resources to satisfy the unfunded portfolio company commitments.

Owl Rock Capital Corporation II

Notes to Consolidated Financial Statements (Unaudited) – Continued

Organizational and Offering Costs

The Adviser has incurred organization and offering costs on behalf of the Company in the amount of $12.3 million for the period from October 15, 2015 (Inception) to June 30, 2021, of which $12.3 million has been charged to the Company pursuant to the Investment Advisory Agreement. Under the Investment Advisory Agreement and Administration Agreement, the Adviser is entitled to receive up to 1.5% of gross offering proceeds raised in the Company’s continuous public offering until all organization and offering costs paid by the Adviser have been recovered.

The Adviser has incurred organization and offering costs on behalf of the Company in the amount of $12.0 million for the period from October 15, 2015 (Inception) to December 31, 2020, of which $12.0 million has been charged to the Company pursuant to the Investment Advisory Agreement.

Other Commitments and Contingencies

From time to time, the Company may become a party to certain legal proceedings incidental to the normal course of its business. As of June 30, 2021, management was not aware of any material pending or threatened litigation that would require accounting recognition or financial statement disclosure.

Note 8. Net Assets

Share Issuances

In connection with its formation, the Company had the authority to issue 300,000,000 common shares at $0.01 per share par value. Effective as of June 18, 2019, the Company amended its charter to increase the number of shares of common stock it is authorized to issue from 300,000,000 to 450,000,000. Pursuant to the Company’s Registration Statement on Form N-2 (File No. 333-213716), the Company registered 264,000,000 common shares, par value of $0.01 per share, at an initial public offering price of $9.47 per share and pursuant to the Company’s Registration Statement of Form N-2 (File No. 333-232183), the Company registered an additional 160,000,000 common shares, par value $0.01 per share, at an initial public offering price of $9.56 per share.

On September 30, 2016, the Company issued 100 common shares for $900 to the Adviser. The Company received $900 in cash from the Adviser on November 17, 2016.

On April 4, 2017, the Company received subscription agreements totaling $10 million for the purchase of shares of its common stock from a private placement from certain individuals and entities affiliated with the Adviser. Pursuant to the terms of those subscription agreements, the individuals and entities affiliated with the Adviser agreed to pay for such shares of common stock upon demand by one of the Company’s executive officers. On April 4, 2017, the Company sold 277,778 shares pursuant to such subscription agreements and met the minimum offering requirement for the Company’s continuous public offering of $2.5 million. The purchase price of these shares sold in the private placement was $9.00 per share, which represented the initial public offering price of $9.47 per share, net of selling commissions and dealer manager fees.

Owl Rock Capital Corporation II

Notes to Consolidated Financial Statements (Unaudited) – Continued

The following table summarizes transactions with respect to shares of the Company’s common stock during the three months ended June 30, 2021 and 2020:

	June 30, 2021						June 30, 2020
($ in thousands, except share amounts)	Shares			Amount			Shares			Amount
Shares/gross proceeds from the continuous public offering		1,904,779		$	17,476			5,039,140		$	43,165
Reinvestment of distributions		1,173,282			10,512			1,136,350			9,534
Repurchased Shares		(4,128,149	)		(37,034	)		(2,062,645	)		(17,300	)
Total shares/gross proceeds		(1,050,088	)		(9,046	)		4,112,845			35,399
Sales load		—			(428	)		—			(673	)
Total shares/net proceeds		(1,050,088	)	$	(9,474	)		4,112,845		$	34,726

The following table summarizes transactions with respect to shares of the Company’s common stock during the six months ended June 30, 2021 and 2020:

	June 30, 2021						June 30, 2020
($ in thousands, except share amounts)	Shares			Amount			Shares			Amount
Shares/gross proceeds from the continuous public offering		8,050,298		$	73,298			23,231,938		$	207,761
Reinvestment of distributions		2,315,276			20,698			2,066,719			17,931
Repurchased Shares		(4,128,149	)		(37,034	)		(2,062,645	)		(17,300	)
Total shares/gross proceeds		6,237,425			56,962			23,236,012			208,392
Sales load		—			(1,523	)		—			(2,622	)
Total shares/net proceeds		6,237,425		$	55,439			23,236,012		$	205,770

Owl Rock Capital Corporation II

Notes to Consolidated Financial Statements (Unaudited) – Continued

Prior to the termination of the Company’s continuous public offering, in the event of a material decline in its net asset value per share, which the Company considers to be a 2.5% decrease below its current net offering price, the Company’s Board reduced the offering price in order to establish a new net offering price per share that was not more than 2.5% above the net asset value. The Company will not sell shares at a net offering price below the net asset value per share unless the Company obtains the requisite approval from its shareholders. The changes to the Company’s offering price per share since the commencement of the Company’s initial continuous public offering and associated approval and effective dates of such changes were as follows:

Approval Date	Effective Date	Gross Offering Price Per Share		Net Offering Price Per Share
Initial Offering Price	April 4, 2017	$	9.47	$	9.00
May 2, 2017	May 3, 2017	$	9.52	$	9.04
January 17, 2018	January 17, 2018	$	9.53	$	9.05
January 31, 2018	January 31, 2018	$	9.55	$	9.07
July 18, 2018	July 18, 2018	$	9.56	$	9.08
October 9, 2018	October 10, 2018	$	9.57	$	9.09
January 22, 2019	January 23, 2019	$	9.46	$	8.99
February 19, 2019	February 20, 2019	$	9.51	$	9.03
February 27, 2019	February 27, 2019	$	9.52	$	9.04
April 3, 2019	April 3, 2019	$	9.54	$	9.06
April 9, 2019	April 10, 2019	$	9.55	$	9.07
July 3, 2019	July 3, 2019	$	9.56	$	9.08
October 9, 2019	October 9, 2019	$	9.49	$	9.02
January 15, 2020	January 15, 2020	$	9.51	$	9.03
March 10, 2020	March 11, 2020	$	9.41	$	8.94
March 18, 2020	March 18, 2020	$	8.83	$	8.39
March 25, 2020	March 25, 2020	$	8.74	$	8.30
April 15, 2020	April 15, 2020	$	8.80	$	8.36
April 22, 2020	April 22, 2020	$	8.85	$	8.41
May 19, 2020	May 20, 2020	$	8.87	$	8.43
May 27, 2020	May 27, 2020	$	8.93	$	8.48
June 2, 2020	June 3, 2020	$	8.96	$	8.51
June 9, 2020	June 10, 2020	$	9.02	$	8.57
June 16, 2020	June 17, 2020	$	9.05	$	8.60
July 14, 2020	July 15, 2020	$	9.08	$	8.63
July 22, 2020	July 22, 2020	$	9.12	$	8.66
July 29, 2020	July 29, 2020	$	9.14	$	8.68
August 19, 2020	August 19, 2020	$	9.16	$	8.70
August 26, 2020	August 26, 2020	$	9.18	$	8.72
September 9, 2020	September 9, 2020	$	9.21	$	8.75
September 23, 2020	September 23, 2020	$	9.24	$	8.78
December 23, 2020	December 23, 2020	$	9.32	$	8.85
January 6, 2021	January 6, 2021	$	9.37	$	8.90
March 23, 2021	March 24, 2021	$	9.42	$	8.95

The Company determined not to file additional post-effective amendments to its registration statement and terminated its offering as of April 30, 2021.

Owl Rock Capital Corporation II

Notes to Consolidated Financial Statements (Unaudited) – Continued

Subsequent to April 30, 2021, the Company calculated the price per share that shares issued pursuant to the dividend reinvestment plan will be issued as follows:

Date of Issuance

Record Date

Number of Shares

Purchase Price

per Share

May 26, 2021

May 25, 2021

364,726

8.93

June 30, 2021

June 29, 2021

450,718

8.99

Distributions

The Board has authorized and declared weekly distribution amounts per share of common stock, payable monthly in arrears. The following table presents cash distributions per share that were declared during the six months ended June 30, 2021:

	Distributions
($ in thousands)	Per Share		Amount
2021
March 31, 2021 (thirteen record dates)	$	0.15	$	22,434
June 30, 2021 (thirteen record dates)		0.15		23,009
Total	$	0.30	$	45,443

The following table presents cash distributions per share that were declared during the six months ended June 30, 2020:

	Distributions
($ in thousands)	Per Share		Amount
2020
March 31, 2020 (fourteen record dates)	$	0.18	$	20,896
June 30, 2020 (thirteen record dates)		0.17		21,332
Total	$	0.35	$	42,228

On February 19, 2020, the Board declared regular weekly distributions for April 2020 through June 2020. The regular weekly cash distributions, each in the gross amount of $0.012867 per share, will be payable monthly to shareholders of record as of the weekly record date.

On May 5, 2020, the Board declared regular weekly distributions for July 2020 through September 2020. The regular weekly cash distributions, each in the gross amount of $0.012867 per share, will be payable monthly to shareholders of record as of the weekly record date.

On February 23, 2021, the Board declared regular weekly distributions for April 2021 through June 2021. The regular weekly cash distributions, each in the gross amount of $0.011580 per share, will be payable monthly to shareholders of record as of the weekly record date.

On May 5, 2021, the Board declared regular monthly distributions for July 2021 through September 2021. The regular monthly cash distributions, each in the gross amount of $0.050180 per share, will be payable monthly to shareholders of record as of the monthly record date.

Owl Rock Capital Corporation II

Notes to Consolidated Financial Statements (Unaudited) – Continued

With respect to distributions, the Company has adopted an “opt-in” dividend reinvestment plan for common shareholders pursuant to which shareholders that have "opted-in" may have the full amount of any cash distribution reinvested in additional shares of the Company's common stock based on the net offering price per share calculated as if the Company's offering had not been terminated. As a result, in the event of a declared distribution, each shareholder that has not “opted-in” to the dividend reinvestment plan will have their dividends or distributions automatically received in cash rather than reinvested in additional shares of the Company’s common stock. 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 Company may fund its cash distributions to shareholders from any source of funds available to the Company, including but not limited to offering proceeds, net investment income from operations, capital gains proceeds from the sale of assets, dividends or other distributions paid to it on account of preferred and common equity investments in portfolio companies and expense support from the Adviser, which is subject to recoupment. In no event, however, will funds be advanced or borrowed for the purpose of distributions, if the amount of such distributions would exceed the Company’s accrued and received revenues for the previous four quarters, less paid and accrued operating expenses with respect to such revenues and costs.

Through June 30, 2021, a portion of the Company’s distributions resulted from expense support from the Adviser, and future distributions may result from expense support from the Adviser, each of which is subject to repayment by the Company within three years from the date of payment. The purpose of this arrangement is to avoid distributions being characterized as a return of capital for U.S. federal income tax purposes. Shareholders should understand that any such distribution is not based on the Company’s investment performance, and can only be sustained if the Company achieves positive investment performance in future periods and/or the Adviser continues to provide expense support. Shareholders should also understand that the Company’s future repayments of expense support will reduce the distributions that they would otherwise receive. There can be no assurance that the Company will achieve the performance necessary to sustain these distributions, or be able to pay distributions at all.

Owl Rock Capital Corporation II

Notes to Consolidated Financial Statements (Unaudited) – Continued

Sources of distributions, other than net investment income and realized gains on a U.S. GAAP basis, include required adjustments to U.S. GAAP net investment income in the current period to determine taxable income available for distributions. The following tables reflect the sources of cash distributions on a U.S. GAAP basis that the Company has declared on its shares of common stock during the six months ended June 30, 2021 and 2020:

	Six Months Ended June 30, 2021
Source of Distribution	Per Share		Amount		Percentage
($ in thousands, except per share amounts)
Net investment income	$	0.27	$	41,493		91.3	%
Net realized gain on investments		—		—		—
Distributions in excess of net investment income		0.03		3,950		8.7
Total	$	0.30	$	45,443		100.0	%

	Six Months Ended June 30, 2020
Source of Distribution	Per Share		Amount		Percentage
($ in thousands, except per share amounts)
Net investment income	$	0.34	$	41,074		97.2	%
Net realized gain (loss) on investments⁽¹⁾		—		110		0.3
Distributions in excess of net investment income		0.01		1,044		2.5
Total	$	0.35	$	42,228		100.0	%

________________

⁽¹⁾

The per share amount rounds to less than $0.01 per share.

Share Repurchases

In the third quarter of 2017, the Company began offering, and on a quarterly basis, intend to continue offering, to repurchase shares of the Company’s common stock on such terms as may be determined by the Board in its complete discretion. The Board has complete discretion to determine whether we will engage in any share repurchase, and if so, the terms of such repurchase. At the discretion of the Board, the Company may use cash on hand, cash available from borrowings, and cash from the sale of investments as of the end of the applicable period to repurchase shares.

All shares purchased by the Company pursuant to the terms of each offer to repurchase will be retired and thereafter will be authorized and unissued shares.

Any periodic repurchase offers are subject in part to the Company’s available cash and compliance with the BDC and RIC qualification and diversification rules promulgated under the 1940 Act and the Code, respectively. While the Company intends to continue to conduct quarterly tender offers as described above, the Company is not required to do so and may suspend or terminate the share repurchase program at any time.

Offer Date	Tender Offer Expiration	Tender Offer		Purchase Price per Share		Shares Repurchased
March 4, 2019	March 29, 2019	$	6,207,452	$	9.06		119,874
May 13, 2019	June 10, 2019	$	9,039,928	$	9.07		100,108
August 19, 2019	September 16, 2019	$	13,085,063	$	9.08		234,693
November 18, 2019	December 16, 2019	$	16,984,077	$	9.02		396,914
March 9, 2020	April 3, 2020	$	21,398,616	$	8.30		1,462,441
May 26, 2020	June 22, 2020	$	16,280,933	$	8.60		600,204
August 24, 2020	September 21, 2020	$	21,493,631	$	8.78		1,797,979
November 16, 2020	December 14, 2020	$	16,153,577	$	8.78		794,091
March 10, 2021	April 6, 2021	$	18,995,153	$	8.95		1,945,553
June 1, 2021	June 28, 2021	$	19,621,539	$	8.99		2,182,596

Owl Rock Capital Corporation II

Notes to Consolidated Financial Statements (Unaudited) – Continued

Note 9. Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per common share for the six months ended June 30, 2021 and 2020:

	Three Months Ended June 30,				Six Months Ended June 30,
($ in thousands, except per share amounts)	2021		2020		2021		2020
Increase (decrease) in net assets resulting from operations	$	29,238	$	58,404	$	61,501	$	(11,000	)
Weighted average shares of common stock outstanding—basic and diluted		152,827,971		127,528,621		150,996,249		122,140,484
Earnings per common share-basic and diluted	$	0.19	$	0.46	$	0.41	$	(0.09	)

Note 10. Income Taxes

The Company has elected to be treated as a RIC under Subchapter M of the Code, and 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. 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 and six months ended June 30, 2021, the Company recorded U.S. federal income tax expense/(benefit) of $0.1 million and $0.4 million, respectively. For the three and six months ended June 30, 2020 the Company did not record expenses for U.S. federal excise tax.

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 six months ended June 30, 2021, the Company recorded net tax expenses of approximately $0.1 million and $0.4 million, respectively, for taxable subsidiaries. For the three and six months ended June 30, 2020, the Company did not record a net tax expense for taxable subsidiaries.

The Company recorded a net deferred tax liability of $2.4 million and $1.2 million as of June 30, 2021 and December 31, 2020, respectively, for taxable subsidiaries, which is significantly related to GAAP to tax outside basis differences in the taxable subsidiaries' investment in certain partnership interests.

Owl Rock Capital Corporation II

Notes to Consolidated Financial Statements (Unaudited) – Continued

Note 11. Financial Highlights

The following are the financial highlights for a common share outstanding during the six months ended June 30, 2021 and 2020:

	For the Six Months Ended June 30,
($ in thousands, except share and per share amounts)	2021				2020
Per share data:
Net asset value, at beginning of period	$	8.84			$	9.03
Results of operations:
Net investment income⁽¹⁾		0.27				0.34
Net realized and unrealized gain (loss)⁽⁵⁾		0.14				(0.43	)
Net increase (decrease) in net assets resulting from operations	$	0.41				(0.09	)
Shareholder distributions:
Distributions from net investment income⁽²⁾		(0.27	)			(0.34	)
Distributions from net realized gains⁽²⁾		—				—		⁽⁸⁾
Distributions in excess of net investment income⁽²⁾		(0.03	)			(0.01	)
Net increase (decrease) in net assets from shareholders' distributions	$	(0.30	)			(0.35	)
Capital share transactions:
Issuance of common stock above net asset value		—				—		⁽⁸⁾
Net increase in net assets resulting from capital share transactions		—				—
Net asset value, at end of period	$	8.95			$	8.59

Total Return⁽³⁾⁽⁶⁾		4.0		%		(1.0	)	%

Ratios
Ratio of net expenses to average net assets⁽⁴⁾⁽⁷⁾		7.4		%		5.2		%
Ratio of net investment income to average net assets⁽⁷⁾		6.3		%		7.9		%
Portfolio turnover rate		12.2		%		7.2		%

Supplemental Data
Weighted-average shares outstanding		150,996,249				122,140,484
Shares outstanding, end of period		151,685,652				129,270,802
Net assets, end of period	$	1,357,801			$	1,109,821

________________

⁽¹⁾

The per share data was derived using the weighted average shares during the period.

⁽²⁾

The per share data was derived using actual shares outstanding at the date of the relevant transaction.

⁽³⁾

Total return is not annualized. An investment in the Company is subject to a maximum upfront sales load of 5% of the offering price, which will reduce the amount of capital available for investment. Total return displayed is net of all fees, including all operating expenses such as management fees, incentive fees, general and administrative expenses, organization and amortized offering expenses, and interest expenses.

⁽⁴⁾

Operating expenses may vary in the future based on the amount of capital raised, the Adviser’s election to continue expense support, and other unpredictable variables. For the six months ended June 30, 2021 and 2020, the total operating expenses to average net assets were 7.4% and 7.6%, respectively, prior to expense support provided by the Adviser, expense recoupment paid to the Adviser, and management and incentive fee waivers, if any. Past performance is not a guarantee of future results.

⁽⁵⁾

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.

⁽⁶⁾

Total return is calculated as the change in net asset value (“NAV”) 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 (which for the purposes of this calculation is equal to the net offering price in effect at that time).

Owl Rock Capital Corporation II

Notes to Consolidated Financial Statements (Unaudited) – Continued

⁽⁷⁾

The ratio reflects an annualized amount, except in the case of non-recurring expenses (e.g. initial organization expenses).

⁽⁸⁾

The per share amount rounds to less than $0.01 per share.

Note 12. Subsequent Events

On July 13, 2021, the parties to SPV Asset Facility I amended the SPV Asset Facility I to, among other things, extend the reinvestment period and the stated maturity, and increase the commitments by the lenders.

On July 27, 2021, the Company determined that shares issued pursuant to the Company’s distribution reinvestment plan will be issued at price of $8.95 per share.

On August 3, 2021, the Board declared regular monthly distributions for October 2021 through December 2021. The regular monthly cash distributions, each in the gross amount of $0.050180 per share, will be payable monthly to shareholders of record as of the monthly record date.

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 AND SUPPLEMENTARY DATA”. This discussion contains forward-looking statements, which relate to future events or the future performance or financial condition of Owl Rock Capital Corporation II 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, 2020 and in “ITEM 1A. RISK FACTORS”. This discussion also should be read in conjunction with the “Cautionary Statement Regarding Forward Looking Statements” set forth on page 3 of this Quarterly Report on Form 10-Q. Actual results could differ materially from those implied or expressed in any forward-looking statements.

Overview

Owl Rock Capital Corporation II (the “Company”, “we”, “us”, or “our”) is an externally managed, non-diversified closed-end management investment company that has elected to be treated as a business development company (“BDC”) under the 1940 Act. Formed as a Maryland corporation on October 15, 2015, we are externally managed by Owl Rock Capital Advisors LLC (the “Adviser”) which is responsible for sourcing potential investments, conducting due diligence on prospective investments, analyzing investment opportunities, structuring investments and monitoring our portfolio on an ongoing basis. The Adviser is registered as an investment adviser with the Securities and Exchange Commission (“SEC”). 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. On March 15, 2017, we formed a wholly-owned subsidiary, OR Lending II LLC, a Delaware limited liability company, which holds a California finance lenders license. OR Lending II LLC originates loans to borrowers headquartered in California.

We are managed by our Adviser. Our Adviser is registered with the SEC as an investment adviser under the Investment Advisers Act of 1940, as amended (the "Advisers Act"), an indirect subsidiary of Blue Owl Capital, Inc. ("Blue Owl") (NYSE: OWL) and part of Owl Rock, a division of Blue Owl focused on direct lending. Subject to the overall supervision of our Board, our Adviser manages the day-to-day operations of, and provides investment advisory and management services, to us. The Adviser or its affiliates may engage in certain organizational activities and receive attendant arrangement, structuring or similar fees. Our 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 management professionals. Our Board consists of six directors, five of whom are independent.

We commenced a continuous public offering for up to 264,000,000 shares of our common stock on April 4, 2017. On January 29, 2020, we commenced the follow-on offering for up to 160,000,000 shares of our common stock. On September 30, 2016, the Adviser purchased 100 shares of our common stock at $9.00 per share, which represented the initial public offering price of $9.47 per share, net of combined upfront selling commissions and dealer manager fees. The Adviser will not tender these shares for repurchase as long as the Adviser remains our investment adviser. There is no current intention for the Adviser to discontinue in its role. On April 4, 2017, we received subscription agreements totaling $10.0 million for the purchase of shares of our common stock from a private placement from certain individuals and entities affiliated with the Adviser. Pursuant to the terms of those subscription agreements, the individuals and entities affiliated with the Adviser agreed to pay for such shares of common stock upon demand by one of our executive officers. On April 4, 2017, we sold 277,778 shares pursuant to such subscription agreements and met the minimum offering requirement for our continuous public offering of $2.5 million. The purchase price of these shares sold in the private placement was $9.00 per share, which represented the initial public offering price of $9.47 per share, net of selling commissions and dealer manager fees. In April 2017, we commenced operations and made our first portfolio company investment. Since meeting the minimum offering requirement and commencing our continuous public offering and through the termination of our offering, we have issued 151,364,239 shares of our common stock for gross proceeds of approximately $1.4 billion, including seed capital contributed by our Adviser in September 2016 and approximately $10.0 million in gross proceeds raised in the private placement from certain individuals and entities affiliated with Owl Rock Capital Advisors. We have determined not to file additional post-effective amendments to our registration statement and terminated our public offering as of April 30, 2021.

Our Adviser also serves as investment adviser to Owl Rock Capital Corporation and Owl Rock Core Income Corp.

Blue Owl consists of two divisions: Owl Rock, which focuses on direct lending and Dyal, which focuses on providing capital to institutional alternative asset managers. Owl Rock is comprised of Owl Rock Technology Advisors LLC (“ORTA”), Owl Rock Capital Private Fund Advisors LLC (“ORPFA”), and Owl Rock Diversified Advisors LLC (“ORDA” and together with ORTA, ORPFA and the Adviser, the "Owl Rock Advisers"), which also are investment advisers.

We may be prohibited under 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, our Adviser and certain affiliates, have been granted exemptive relief by the SEC to permit us to co-invest with other funds managed by our 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 such exemptive relief, we generally are permitted to co-invest with certain of our affiliates if a “required majority” (as defined in Section 57(o) of the Investment Company Act of 1940, as amended (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 the Company would not benefit the Advisers 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 exemptive relief and applicable law, including the limitation set forth in Section 57(k) of the 1940 Act. In addition, pursuant to an exemptive order issued by the SEC on April 8, 2020 and applicable to all BDCs, through December 31, 2020, we were permitted, subject to the satisfaction of certain conditions, to complete follow-on investments in our existing portfolio companies with certain private funds managed by the Adviser or its affiliates and covered by our exemptive relief, even if such private funds have not previously invested in such existing portfolio company. Without this order, private funds would generally not be able to participate in such follow-on investments with us unless the private funds had previously acquired securities of the portfolio company in a co-investment transaction with us. Although the conditional exemptive order has expired, the SEC’s Division of Investment Management has indicated that until March 31, 2022, it will not recommend enforcement action, to the extent that any BDC with an existing coinvestment order continues to engage in certain transactions described in the conditional exemptive order, pursuant to the same terms and conditions described therein. The Owl Rock Advisors’ investment allocation policy seeks to ensure equitable allocation of investment opportunities over time between us and other funds managed by our Adviser or its affiliates. As a result of the exemptive relief, there could be significant overlap in our investment portfolio and the investment portfolio of other funds managed by Blue Owl that could avail themselves of exemptive relief and that have an investment objective similar to ours.

On February 28, 2017, we formed a wholly-owned subsidiary, OR Lending II LLC, a Delaware limited liability company, which holds a California finance lenders license. OR Lending II LLC makes loans to borrowers headquartered in California. For time to time we may form wholly-owned subsidiaries to facilitate our normal course of business.

Certain of our consolidated subsidiaries 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 90% of our investment company taxable income and tax-exempt interest for that taxable year.

COVID-19 Developments

In March 2020, the outbreak of COVID-19 was recognized as a pandemic by the World Health Organization and in response to the outbreak, our Adviser instituted a work from home policy until it is deemed safe to return to the office.

We have and continue to assess the impact of COVID-19 on our portfolio companies. We cannot predict the full impact of the COVID-19 pandemic, including its duration in the United States and worldwide, the effectiveness of governmental responses designed to mitigate strain to businesses and the economy and the magnitude of the economic impact of the outbreak. The COVID-19 pandemic and preventative measures taken to contain or mitigate its spread have caused, and are continuing to cause, business shutdowns, cancellations of events and travel. In addition, while consumer demand for goods and services has begun to rebound, we continue to see reductions in business activity and financial transactions, supply chain interruptions and overall economic and financial market instability both globally and in the United States. Such effects will likely continue for the duration of the pandemic, which is uncertain, and for some period thereafter.

We have built out our portfolio management team to include workout experts and continue to closely monitor our portfolio companies; however, we are unable to predict the duration of any business and supply-chain disruptions, the extent to which COVID-19 will negatively affect our portfolio companies’ operating results or the impact that such disruptions may have on our results of operations and financial condition.

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 our Adviser and its affiliates began investment activities in April 2016 through June 30, 2021, our Adviser and its affiliates have originated $34.8 billion aggregate principal amount of investments, of which $32.8 billion 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 generate current income primarily in U.S. middle market companies through direct originations of senior secured loans or originations of unsecured loans, subordinated loans or mezzanine loans and, to a lesser extent, investments in equity and equity-related securities including warrants, preferred stock and similar forms of senior equity.

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 companies with a loan-to-value ratio 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. In addition, we may invest a portion of our portfolio in opportunistic investments, which will not be our primary focus, but will be intended to enhance returns to our shareholders. These investments may include high-yield bonds and broadly-syndicated loans, including publicly traded debt instruments. In addition, we generally do not intend to invest more than 20% of our total assets in companies whose principal place of business is outside the United States, although we do not generally intend to invest in companies whose principal place of business is in an emerging market. Our portfolio composition may fluctuate from time to time based on market conditions and interest rates; however, we seek to invest not more than 20% of our portfolio in any single industry classification and target portfolio companies that comprise 1-2% of our portfolio (with no individual portfolio company generally expected to comprise greater than 5% of our portfolio).

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.

As of June 30, 2021, our average investment size in each of our portfolio companies was approximately $19.3 million based on fair value. As of June 30, 2021, excluding certain investments that fall outside our typical borrower profile, our portfolio companies representing 90.3% of our total debt portfolio based on fair value, had weighted average annual revenue of $516 million and weighted average annual EBITDA of $127 million.

The companies in which we invest use our capital 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 June 30, 2021, 97.2% 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 London Interbank Offered Rate (“LIBOR”) 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.

Loan origination fees, original issue discount and market discount or premium are capitalized, and we accrete or amortize such amounts under 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.

Dividend income on 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 also reflects 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, performance based incentive 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 and performance based incentive fee compensate our Adviser for work in identifying, evaluating, negotiating, closing, monitoring and realizing our investments.

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, and 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. We bear our allocable portion of the compensation paid by the Adviser (or its affiliates) to our Chief Compliance Officer and Chief Financial Officer and their respective staffs (based on a percentage of time such individuals devote, on an estimated basis, to our business affairs). We 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 Administration Agreement; and (iii) all other expenses of our operations and transactions including, without limitation, those relating to:

•

expenses deemed to be “organization and offering expenses” for purposes of Conduct Rule 2310(a)(12) of Financial Industry Regulatory Authority (exclusive of commissions, the dealer manager fee, any discounts and other similar expenses paid by investors at the time of sale of our stock);

•

the cost of corporate and organizational expenses relating to offerings of shares of our common stock;

•

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 assure, 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.

Expense Support and Conditional Reimbursement Agreement

We have entered into an Expense Support and Conditional Reimbursement Agreement (the “Expense Support Agreement”) with the Adviser, the purpose of which is to ensure that no portion of our distributions to shareholders will represent a return of capital for U.S. federal income tax purposes. The Expense Support Agreement became effective as of April 4, 2017, the date that the Company met the minimum offering requirement.

On a quarterly basis, the Adviser shall reimburse us for “Operating Expenses” (as defined below) in an amount equal to the excess of our cumulative distributions paid to our shareholders in each quarter over “Available Operating Funds” (as defined below) received by us on account of our investment portfolio during such quarter. Any payments required to be made by the Adviser pursuant to the preceding sentence are referred to herein as an “Expense Payment”.

Pursuant to the Expense Support Agreement, “Operating Expenses” means all of our operating costs and expenses incurred, as determined in accordance with generally accepted accounting principles for investment companies. “Available Operating Funds” means the sum of (i) our estimated investment company taxable income (including realized net short-term capital gains reduced by realized net long-term capital losses), (ii) our realized net capital gains (including the excess of realized net long-term capital gains over realized net short-term capital losses) and (iii) dividends and other distributions paid to us on account of preferred and common equity investments in portfolio companies, if any (to the extent such amounts listed in clause (iii) are not included under clauses (i) and (ii) above).

The Adviser’s obligation to make an Expense Payment shall automatically become a liability of the Adviser and the right to such Expense Payment will be an asset of ours on the last business day of the applicable quarter. The Expense Payment for any quarter will be paid by the Adviser to us in any combination of cash or other immediately available funds, and/or offset against amounts due from us to the Adviser no later than the earlier of (i) the date on which we close our books for such quarter, or (ii) forty-five days after the end of such quarter.

Following any quarter in which Available Operating Funds exceed the cumulative distributions paid by us in respect of such quarter (the amount of such excess being hereinafter referred to as “Excess Operating Funds”), we will pay such Excess Operating Funds, or a portion thereof, in accordance with the stipulations below, as applicable, to the Adviser, until such time as all Expense Payments made by the Adviser to us within three years prior to the last business day of such quarter have been reimbursed. Any payments required to be made by us are referred to as a “Reimbursement Payment”.

The amount of the Reimbursement Payment for any quarter shall equal the lesser of (i) the Excess Operating Funds in respect of such quarter and (ii) the aggregate amount of all Expense Payments made by the Adviser to us within three years prior to the last business day of such quarter that have not been previously reimbursed by us to the Adviser. The payment will be reduced to the extent that such Reimbursement Payments, together with all other Reimbursement Payments paid during the fiscal year, would cause Other Operating Expenses defined as our total Operating Expenses, excluding base management fees, incentive fees, organization and offering expenses, distribution and shareholder servicing fees, financing fees and costs, interest expense, brokerage commissions and extraordinary expenses on an annualized basis and net of any Expense Payments received by us during the fiscal year to exceed the lesser of: (i) 1.75% of our average net assets attributable to the shares of our common stock for the fiscal year-to-date period after taking such Expense Payments into account; and (ii) the percentage of our average net assets attributable to shares of our common stock represented by Other Operating Expenses during the fiscal year in which such Expense Payment was made (provided, however, that this clause (ii) shall not apply to any Reimbursement Payment which relates to an Expense Payment made during the same fiscal year).

No Reimbursement Payment for any quarter will be made if: (1) the “Effective Rate of Distributions Per Share” (as defined below) declared by us at the time of such Reimbursement Payment is less than the Effective Rate of Distributions Per Share at the time the Expense Payment was made to which such Reimbursement Payment relates, or (2) our “Operating Expense Ratio” (as defined below) at the time of such Reimbursement Payment is greater than the Operating Expense Ratio at the time the Expense Payment was made to which such Reimbursement Payment relates. Pursuant to the Expense Support Agreement, “Effective Rate of Distributions Per Share” means the annualized rate (based on a 365 day year) of regular cash distributions per share exclusive of returns of capital, distribution rate reductions due to distribution and shareholder fees, and declared special dividends or special distributions, if any. The “Operating Expense Ratio” is calculated by dividing Operating Expenses, less organizational and offering expenses, base management and incentive fees owed to Adviser, and interest expense, by our net assets.

The specific amount of expenses reimbursed by the Adviser, if any, will be determined at the end of each quarter. We or the Adviser will be able to terminate the Expense Support Agreement at any time, with or without notice. The Expense Support Agreement will automatically terminate in the event of (a) the termination of the Investment Advisory Agreement, or (b) a determination by our Board to dissolve or liquidate the Company. Upon termination of the Expense Support Agreement, we will be required to fund any Expense Payments that have not been reimbursed by us to the Adviser. As of June 30, 2021, the amount of Expense Support payments provided by our Adviser since inception is $32.8 million.

Fee Waivers

On June 8, 2018, the Adviser agreed to waive (A) any portion of the management fee that was in excess of 1.50% of our gross assets, excluding cash and cash-equivalents but including assets purchased with borrowed amounts at the end of the two most recently completed calendar quarters, calculated in accordance with the Investment Advisory Agreement, (B) any portion of the incentive fee on net investment income that was in excess of 17.5% of our pre-incentive fee net investment income, which was calculated in accordance with the Investment Advisory Agreement but based on a quarterly preferred return of 1.50% per quarter and an upper level breakpoint of 1.818%, and (C) any portion of the incentive fee on capital gains that was in excess of 17.5% of our realized capital gains, if any, on a cumulative basis from inception through the end of such calendar year, net of all realized capital losses and unrealized capital depreciation on a cumulative basis, minus the aggregate amount of any previously paid incentive fee on capital gains as calculated in accordance with U.S. GAAP (the “Waiver”). Any portion of the management fee, incentive fee on net investment income and incentive fee on capital gains waived is not subject to recoupment.

On February 19, 2020, our Board approved the Investment Advisory Agreement, which reduced the management fee and incentive fee to the amounts specified in the Waiver.

Reimbursement of Administrative Services

We will reimburse our Adviser for the administrative expenses necessary for its performance of services to us. However, such reimbursement will be made at an amount equal to the lower of our Adviser’s actual costs or the amount that we would be required to pay for comparable administrative services in the same geographic location. Also, such costs will be reasonably allocated to us on the basis of assets, revenues, time records or other reasonable methods. We will not reimburse our Adviser for any services for which it receives a separate fee, for example rent, depreciation, utilities, capital equipment or other administrative items allocated to a controlling person of our Adviser.

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. Generally, our total borrowings are limited so that we cannot incur additional borrowings, including through the issuance of additional debt securities, if such additional indebtedness would cause our asset coverage ratio to fall below 200%, as defined in the 1940 Act; however, recent legislation has modified the 1940 Act by allowing a BDC to increase the maximum amount of leverage it may incur from an asset coverage ratio of 200% to an asset coverage ratio of 150%, if certain requirements are met. The reduced asset coverage requirement would permit a BDC to double the amount of leverage it could incur. We are permitted to increase our leverage capacity if shareholders representing at least a majority of the votes cast, when quorum is met, approve a proposal to do so. If we receive such shareholder approval, we would be permitted to increase our leverage capacity on the first day after such approval. Alternatively, we may increase the maximum amount of leverage we may incur to an asset coverage ratio of 150% if the required majority (as defined in Section 57(o) of the 1940 Act) of the independent members of our Board approves such increase with such approval becoming effective after one year. In either case, we would be required to extend to our shareholders, as of the date of such approval, the opportunity to sell the shares of common stock that they hold and we would be required to make certain disclosures on our website and in SEC filings regarding, among other things, the receipt of approval to increase our leverage, our leverage capacity and usage, and risks related to leverage. For shareholders accepting such an offer, the Company would be required to repurchase 25% of such shareholders’ eligible shares in each of the four calendar quarters following the calendar quarter in which the approval occurs. In addition, before incurring any such additional leverage, we would have to renegotiate or receive a waiver from the contractual leverage limitations under our existing credit facilities and notes. Our current target leverage ratio is 0.75x.

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 based on a combination of the following factors, which continue to remain true in the current environment, with the economic shutdown resulting from the COVID-19 national health emergency

Limited Availability of Capital for Middle-Market Companies. We believe that regulatory and structural changes in the market have reduced the amount of capital available to U.S. middle-market companies. In particular, we believe there are currently fewer providers of capital to middle market companies. We believe that many commercial and investment banks have, in recent years, 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. While underwritten bond and syndicated loan markets have been robust in recent years, middle market companies are less able to access these markets for reasons including the following:

High Yield Market – Middle market companies generally are not issuing debt in an amount large enough to be an attractively sized bond. High yield bonds are generally purchased by institutional investors who, among other things, are focused on the liquidity characteristics of the bond being issued. For example, mutual funds and exchange traded funds (“ETFs”) are significant buyers of underwritten bonds. However, mutual funds and ETFs generally require the ability to liquidate their investments quickly 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. Because there is typically little or no active secondary market for the debt of U.S. middle market companies, mutual funds and ETFs generally do not provide debt capital to U.S. middle market companies. We believe this is likely to be a persistent problem and creates an advantage for those like us who have a more stable capital base and have the ability to invest in illiquid assets.

Syndicated Loan Market – While the syndicated loan market is modestly more accommodating to middle market issuers, as with bonds, loan issue size and liquidity are key drivers of institutional appetite and, correspondingly, underwriters’ willingness to underwrite the loans. 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 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.

Robust Demand for Debt Capital. We believe U.S. middle market companies will continue to require access to debt capital to refinance existing debt, support growth and finance acquisitions. In addition, we believe the large amount of uninvested capital held by funds of private equity firms, estimated by Preqin Ltd., an alternative assets industry data and research company, to be $1.6 trillion as of April 2021, 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.

The Middle Market is a Large Addressable Market. According to GE Capital’s National Center for the Middle Market 4^th quarter 2020 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.

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, as the economy reopens following the economic shutdown resulting from the COVID-19 national health emergency, lenders with available capital may be able to take advantage of attractive investment opportunities as the economy reopens and may be able to achieve improved economic spreads and documentation terms.

Conservative Capital Structures. Following the 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. Given the current low interest rate environment, 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 June 30, 2021, based on fair value, our portfolio consisted of 72.1% first lien senior secured debt investments (of which 38% we consider to be unitranche debt investments (including “last-out” portions of such loans)), 22.9% second-lien senior secured debt investments, 1.4% unsecured investments, 1.5% preferred equity investments and 2.1% common equity investments.

As of June 30, 2021, our weighted average total yield of the portfolio at fair value and amortized cost was 8.1% and 8.0%, respectively, and our weighted average yield of accruing debt and income producing securities at fair value and amortized cost was 8.2% and 8.0%, respectively.

As of June 30, 2021, we had investments in 124 portfolio companies with an aggregate fair value of $2.4 billion.

Based on current market conditions, the pace of our investment activities, including originations and repayments, may vary. Currently, the strength of the financing and merger and acquisitions markets, coupled with the improved operational and financial performance of portfolio companies as COVID restrictions have eased, has led to increased originations and an active pipeline of investment opportunities.

Our investment activity for the three months ended June 30, 2021 and 2020 is presented below (information presented herein is at par value unless otherwise indicated).

($ in thousands)	For the Three Months Ended June 30,
	2021			2020⁽³⁾
New investment commitments
Gross originations	$	360,758		$	64,040
Less: Sell downs		(4,125	)		(16,500	)
Total new investment commitments	$	356,633		$	47,540
Principal amount of investments funded:
First-lien senior secured debt investments	$	173,395		$	40,950
Second-lien senior secured debt investments		106,032			515
Unsecured debt investments		—			500
Preferred equity investments		32,956			—
Common equity investments		3,117			—
Total principal amount of investments funded	$	315,500		$	41,965
Principal amount of investments sold or repaid:
First-lien senior secured debt investments	$	(109,788	)	$	(21,142	)
Second-lien senior secured debt investments		(31,234	)		—
Unsecured debt investments		—			—
Preferred equity investments		—			—
Common equity investments		(1,072	)		—
Total principal amount of investments sold or repaid	$	(142,094	)	$	(21,142	)
Number of new investment commitments in new portfolio companies⁽¹⁾	15			3
Average new investment commitment amount	$	19,593		$	13,983
Weighted average term for new investment commitments (in years)		6.3			5.5
Percentage of new debt investment commitments at floating rates		100.0	%		69.9	%
Percentage of new debt investment commitments at fixed rates		0.0	%		30.1	%
Weighted average interest rate of new investment commitments⁽²⁾		7.5	%		8.0	%
Weighted average spread over LIBOR of new floating rate investment commitments		6.6	%		7.5	%

________________

⁽¹⁾

Number of new investment commitments represents commitments to a particular portfolio company.

⁽²⁾

Assumes each floating rate commitment is subject to the greater of the interest rate floor (if applicable) or 3-month LIBOR, which was 0.15% and 0.30% as of June 30, 2021 and 2020, respectively.

⁽³⁾

As of June 30, 2020, preferred equity investments and common equity investments were reported in aggregate as equity investments.

Investments at fair value and amortized cost consisted of the following as of June 30, 2021 and December 31, 2020:

	June 30, 2021					December 31, 2020
($ in thousands)	Amortized Cost		Fair Value			Amortized Cost		Fair Value
First-lien senior secured debt investments	$	1,724,571	$	1,723,344	⁽¹⁾	$	1,608,056	$	1,595,836	⁽²⁾
Second-lien senior secured debt investments		540,994		545,588			492,311		487,614
Unsecured debt investments		33,144		33,973			6,834		7,182
Preferred equity investments⁽³⁾		35,406		35,379			2,955		2,954
Common equity investments⁽³⁾		38,528		51,136			34,507		41,887
Total Investments	$	2,372,643	$	2,389,420		$	2,144,663	$	2,135,473

________________

⁽¹⁾

38% of which we consider unitranche loans.

⁽²⁾

36% of which we consider unitranche loans.

⁽³⁾

As of December 31, 2020, preferred equity investments and common equity investments were reported in aggregate as equity investments.

The table below describes investments by industry composition based on fair value as of June 30, 2021 and December 31, 2020:

	June 30, 2021			December 31, 2020
Advertising and media		0.5	%		1.1	%
Aerospace and defense		3.5			2.8
Automotive		1.3			1.2
Buildings and real estate		4.4			4.9
Business services		4.7			5.3
Chemicals		4.3			2.9
Consumer products		5.5			3.8
Containers and packaging		1.7			1.9
Distribution		3.3			4.7
Education		3.4			3.2
Energy equipment and services⁽¹⁾		0.0			0.1
Financial services		3.1			2.1
Food and beverage		7.5			8.9
Healthcare equipment and services		3.8			2.9
Healthcare providers and services		5.9			5.6
Healthcare technology		4.1			4.2
Household products		2.2			1.4
Human resource support services⁽¹⁾		0.0			0.0
Infrastructure and environmental services		0.5			0.6
Insurance		8.1			8.8
Internet software and services		13.6			13.5
Leisure and entertainment		1.3			1.5
Manufacturing		5.6			5.8
Oil and gas		1.7			1.9
Professional services		3.2			4.3
Specialty retail		3.9			3.1
Telecommunications		0.1			0.4
Transportation		2.8			3.1
Total		100.0	%		100.0	%

________________

⁽¹⁾

Fair value rounds to less than 0.1%.

The table below describes investments by geographic composition based on fair value as of June 30, 2021 and December 31, 2020:

	June 30, 2021			December 31, 2020
United States:
Midwest		16.6	%		19.2	%
Northeast		15.0			11.7
South		38.9			40.1
West		23.0			22.6
International		6.5			6.4	⁽¹⁾
Total		100.0	%		100.0	%

________________

⁽¹⁾

The weighted average yields and interest rates of our investments at fair value as of June 30, 2021 and December 31, 2020 were as follows:

	June 30, 2021			December 31, 2020
Weighted average total yield of portfolio		8.1	%		7.9	%
Weighted average total yield of accruing debt and income producing securities		8.2	%		8.0	%
Weighted average interest rate of accruing debt securities		7.3	%		7.3	%
Weighted average spread over LIBOR of all accruing floating rate investments		6.4	%		6.4	%

The weighted average yield of our accruing debt and income producing securities is not the same as a return on investment for our shareholders but, rather, relates to a portion of 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.

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 following table shows the composition of our portfolio on the 1 to 5 rating scale as of June 30, 2021 and December 31, 2020:

	June 30, 2021					December 31, 2020
Investment Rating	Investments at Fair Value		Percentage of Total Portfolio			Investments at Fair Value		Percentage of Total Portfolio
($ in thousands)
1	$	388,952		16.3	%	$	240,885		11.3	%
2		1,823,706		76.3			1,726,916		80.8
3		171,934		7.2			129,468		6.1
4		4,828		0.2			38,204		1.8
5		—		—			—		—
Total	$	2,389,420		100.0	%	$	2,135,473		100.0	%

The following table shows the amortized cost of our performing and non-accrual debt investments as of June 30, 2021 and December 31, 2020:

	June 30, 2021					December 31, 2020
($ in thousands)	Amortized Cost		Percentage			Amortized Cost		Percentage
Performing	$	2,293,989		99.8	%	$	2,097,105		99.5	%
Non-accrual		4,720		0.2			10,096		0.5
Total	$	2,298,709		100.0	%	$	2,107,201		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.

Results of Operations

The following table represents the operating results for the three and six months ended June 30, 2021 and 2020:

	Three Months Ended June 30,					Six Months Ended June 30,
($ in thousands)	2021			2020		2021			2020
Total Investment Income	$	48,341		$	33,564	$	91,281		$	67,872
Less: Net Operating Expenses		27,790			13,607		49,357			26,798
Net Investment Income (Loss) Before Taxes		20,551			19,957		41,924			41,074
Less: Income tax expense (benefit), including excise tax expense (benefit)		120			—		431			—
Net Investment Income (Loss) After Taxes		20,431			19,957		41,493			41,074
Net realized gain (loss)		(4,762	)		2		(4,395	)		110
Net change in unrealized gain (loss)		13,569			38,445		24,403			(52,184	)
Net Increase (Decrease) in Net Assets Resulting from Operations	$	29,238		$	58,404	$	61,501		$	(11,000	)

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.

Investment Income

Investment income for the three and six months ended June 30, 2021 and 2020 were as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
($ in thousands)	2021		2020		2021		2020
Interest income from investments	$	46,307	$	32,697	$	87,718	$	66,396
Dividend income		1,555		307		2,581		307
Other income		479		560		982		1,169
Total investment income	$	48,341	$	33,564	$	91,281	$	67,872

For the Three Months Ended June 30, 2021 and 2020

Investment income increased to $48.3 million for the three months ended June 30, 2021 from $33.6 million for the same period in prior year primarily due to an increase in our debt investment portfolio, which, at par, increased from $1.7 billion as of June 30, 2020 to $2.3 billion as of June 30, 2021. In addition to the portfolio growth, the incremental increase in investment income for the period was further driven by dividend income earned from our investment in the Windows Entities, which increased to $1.1 million from $0.3 million for the three months ended June 30, 2021 and 2020, respectively. Included in interest income are other fees such as prepayment fees and accelerated amortization of upfront fees from unscheduled paydowns. Period over period, income generated from these fees increased, to $2.6 million from $0.5 million, for the three months ended June 30, 2021 and 2020, respectively and was driven in part by an increase in repayments. For the three months ended June 30, 2021, PIK income represented less than 5% of investment income. For the three months ended June 30, 2020, PIK income represented approximately 5% of investments income. Other income decreased period-over-period due to a decrease in incremental fee income, which are fees that are generally available to us as a result of closing investments and generally paid at the time of closing. We expect that investment income will vary based on a variety of factors including the pace of our originations and repayments. Based on market conditions and the age of our portfolio, we expect repayments to increase.

For the Six Months Ended June 30, 2021 and 2020

Investment income increased to $91.3 million for the six months ended June 30, 2021 from $67.9 million for the same period in prior year primarily due to an increase in our debt investment portfolio, which, at par, increased from $1.7 billion as of June 30, 2020 to $2.3 billion as of June 30, 2021. In addition to the portfolio growth, the incremental increase in investment income for the period was further driven by dividend income earned from our investment in the Windows Entities, which increased to $2.0 million from $0.3 million for the six months ended June 30, 2021 and 2020, respectively. Included in interest income are other fees such as prepayment fees and accelerated amortization of upfront fees from unscheduled paydowns. Period over period, income generated from these fees increased, to $3.8 million from $2.2 million, for the six months ended June 30, 2021 and 2020, respectively and was driven in part by an increase in repayments. For both the six months ended June 30, 2021 and 2020, PIK income represented less than 5% of investment income. Other income decreased period-over-period due to a decrease in incremental fee income, which are fees that are generally available to us as a result of closing investments and generally paid at the time of closing. We expect that investment income will vary based on a variety of factors including the pace of our originations and repayments. Based on market conditions and the age of our portfolio, we expect repayments to increase.

Expenses

Expenses for the three and six months ended June 30, 2021 and 2020 were as follows:

	Three Months Ended June 30,					Six Months Ended June 30,
($ in thousands)	2021		2020			2021			2020
Offering costs	$	685	$	762		$	1,070		$	1,438
Interest expense		9,682		10,425			18,202			19,833
Management fee		8,682		6,276			16,896			12,633
Performance based incentive fees		5,566		—			9,414			2,028
Professional fees		1,178		988			2,355			1,914
Directors' fees		317		252			578			508
Other general and administrative		678		698			1,289			1,331
Total operating expenses	$	26,788	$	19,401		$	49,804		$	39,685
Management and incentive fees waived		—		—			—			(506	)
Expense Support		—		(5,794	)		(1,449	)		(12,381	)
Recoupment of expense support		1,002		—			1,002			—
Net operating expenses	$	27,790	$	13,607		$	49,357		$	26,798

For the Three Months Ended June 30, 2021 and 2020

Net operating expenses increased to $27.8 million for the three months ended June 30, 2021 from $13.6 million for the same period ended June 30, 2020 primarily due to a decrease in expense support and increases in performance based incentive fees, management fees and recoupment of expense support, partially offset by a decrease in interest expense. The decrease in interest expense of $0.7 million was driven by the acceleration of $2.3 million in loan origination costs associated with the downsize of SPV Asset Facility I during the three months ended June 30, 2020 and a decrease in the weighted average cost of debt from 3.9% to 3.4%, partially offset by an increase in average daily borrowings to $1,034 million from $640 million period over period. The increase in management fees (gross of waivers, if any) of $2.4 million is due to an increase in gross assets driven by an increase in investments. The increase in performance based incentive fees (gross of waivers, if any) of $5.6 million is due to an increase in pre-incentive fee net investment income and unrealized gains on our investments. The increase in recoupment of expense support of $1.0 million is due to an increase in undistributed net investment income and a decrease in distribution per share.

For the Six Months Ended June 30, 2021 and 2020

Net operating expenses increased to $49.4 million for the six months ended June 30, 2021 from $26.8 million for the same period ended June 30, 2020 primarily due to a decrease in expense support and increases in performance based incentive fees, management fees and recoupment of expense support, partially offset by a decrease in interest expense. The decrease in interest expense of $1.6 million was driven by the acceleration of $2.3 million in loan origination costs associated with the downsize of SPV Asset Facility I during the six months ended June 30, 2020 and a decrease in the weighted average cost of debt from 4.1% to 3.4%, partially offset by an increase in average daily borrowings to $954 million from $605 million period over period. The increase in management fees (gross of waivers, if any) of $4.3 million is due to an increase in gross assets driven by an increase in investments. The increase in performance based incentive fees (gross of waivers, if any) of $7.4 million is due to an increase in pre-incentive fee net investment income and unrealized gains on our investments. The increase in recoupment of expense support of $1.0 million is due to an increase in undistributed net investment income and a decrease in distribution per share.

Net Unrealized Gain (Loss)

We fair value our portfolio investments quarterly and any changes in fair value are recorded as unrealized gains or losses. During the three and six months ended June 30, 2021 and 2020, net unrealized gains (losses) were comprised of the following:

	Three Months Ended June 30,						Six Months Ended June 30,
($ in thousands)	2021			2020			2021			2020
Net change in unrealized gain on investments	$	17,873		$	45,130		$	31,156		$	2,970
Net change in unrealized loss on investments		(3,881	)		(6,889	)	$	(4,901	)		(55,181	)
Income tax (provision) benefit		(530	)		—		$	(1,408	)		—
Translation of assets and liabilities in foreign currencies		107			204			(444	)		27
Net change in unrealized gain (loss)	$	13,569		$	38,445		$	24,403		$	(52,184	)

For the Three Months Ended June 30, 2021 and 2020

For the three months ended June 30, 2021, the net unrealized gain was primarily driven by an increase in the fair value of our debt investments as compared to March 31, 2021. As of June 30, 2021, the fair value of our debt investments as a percentage of principal was 98.5% as compared to 98.2% as of March 31, 2021.

The ten largest contributors to the change in net unrealized gain (loss) on investments during the three months ended June 30, 2021 consisted of the following:

Portfolio Company ($ in thousands)	Net Change in Unrealized Gain (Loss)
CIBT Global, Inc.	$	5,602
Windows Entities		2,017
Innovative Water Care Global Corporation		922
Packaging Coordinators Midco, Inc.		810
EW Holdco, LLC (dba European Wax)		544
Hg Saturn Luchaco Limited		510
Entertainment Benefits Group, LLC		440
Remaining portfolio companies		5,291
Norvax, LLC (dba GoHealth)		(1,216	)
Caiman Merger Sub LLC		(512	)
Mavis Tire Express Services Corp.		(416	)
Net unrealized gain (loss) on investments	$	13,992

The ten largest contributors to the change in net unrealized gain (loss) on investments during the three months ended June 30, 2020 consisted of the following:

Portfolio Company ($ in thousands)	Net Change in Unrealized Gain (Loss)
Dealer Tire, LLC	$	3,684
H-Food Holdings, LLC		2,174
Norvax, LLC (dba GoHealth)		1,834
Moore Holdings		1,756
Geodigm Corporation (dba National Dentex)		1,427
WU Holdco, Inc. (dba Weiman Products, LLC)		1,354
KS Management Services, L.L.C.		1,348
Informatica LLC (fka Informatica Corporation)		1,290
ConnectWise, LLC		1,193
Remaining portfolio companies		24,128
Swipe Acquisition Corporation (dba PLI)		(1,947	)
Net unrealized gain (loss) on investments	$	38,241

For the Six Months Ended June 30, 2021 and 2020

For the six months ended June 30, 2021, the net unrealized gain was primarily driven by an increase in the fair value of our debt investments as compared to December 31, 2020. As of June 30, 2021, the fair value of our debt investments as a percentage of principal was 98.5% as compared to 97.7% as of December 31, 2020.

The ten largest contributors to the change in net unrealized gain (loss) on investments during the six months ended June 30, 2021 consisted of the following:

Portfolio Company ($ in thousands)	Net Change in Unrealized Gain (Loss)
Windows Entities	$	5,362
CIBT Global, Inc.		4,350
Innovative Water Care Global Corporation		2,097
Blackhawk Network Holdings, Inc.		977
Packaging Coordinators Midco, Inc.		976
EW Holdco, LLC (dba European Wax)		851
H-Food Holdings, LLC		739
Entertainment Benefits Group, LLC		641
Remaining portfolio companies		12,610
Norvax, LLC (dba GoHealth)		(1,694	)
Nelipak Holding Company		(654	)
Net unrealized gain (loss) on investments	$	26,255

The ten largest contributors to the change in net unrealized gain (loss) on investments during the six months ended June 30, 2020 consisted of the following:

Portfolio Company ($ in thousands)	Net Change in Unrealized Gain (Loss)
Aviation Solutions Midco, LLC (dba STS Aviation)	$	(4,908	)
Swipe Acquisition Corporation (dba PLI)		(3,377	)
CIBT Global, Inc.		(2,817	)
Valence Surface Technologies LLC		(2,743	)
Innovative Water Care Global Corporation		(2,071	)
Severin Acquisition, LLC (dba PowerSchool)		(1,545	)
Entertainment Benefits Group, LLC		(1,523	)
HGH Purchaser, Inc. (dba Horizon Services)		(1,517	)
Blackhawk Network Holdings, Inc.		(1,418	)
Geodigm Corporation (dba National Dentex)		(1,392	)
Remaining portfolio companies		(28,900	)
Net unrealized gain (loss) on investments	$	(52,211	)

Net Realized Gain (Loss)

The realized gains and losses on fully exited and partially exited portfolio companies during the three and six months ended June 30, 2021 and 2020 were comprised of the following:

	Three Months Ended June 30,					Six Months Ended June 30,
($ in thousands)	2021			2020		2021			2020
Net realized gain (loss) on investments	$	(4,764	)	$	—	$	(4,567	)	$	122
Net realized gain (loss) on foreign currency transactions		2			2		172			(12	)
Net realized gain (loss)	$	(4,762	)	$	2	$	(4,395	)	$	110

Realized Gross Internal Rate of Return

Since we began investing in 2017 through June 30, 2021, our exited investments have resulted in an aggregate cash flow realized gross internal rate of return to us of over 10.7% (based on total capital invested of $596.0 million and total proceeds from these exited investments of $676.0 million). Over seventy percent of these exited investments resulted in an aggregate cash flow realized gross internal rate of return (“IRR”) to us of 8% or greater.

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.

100

Financial Condition, Liquidity and Capital Resources

Our liquidity and capital resources are generated primarily from the net proceeds of any offering of our common stock and from cash flows from interest, dividends and fees earned from our investments and principal repayments and proceeds from sales of our investments. The primary uses of our cash are for (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 debt facilities, increase the size of our existing credit facilities 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 200% (or 150% if certain conditions are met). As of June 30, 2021 and December 31, 2020, our asset coverage ratios were 220% and 242%, respectively. 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 200% (or 150% if certain conditions are met) asset coverage limitation to cover any outstanding unfunded commitments we are required to fund.

Cash as of June 30, 2021, taken together with our available debt, is expected to be sufficient for our investing activities and to conduct our operations in the near term. As of June 30, 2021, we had $125.8 million in cash. During the six months ended June 30, 2021, we used $155.4 million in cash for operating activities, primarily as a result of funding portfolio investments of $515.8 million, partially offset by sell downs and repayments of portfolio investments of $292.3 million, and other operating activity of $68.1 million. Lastly, cash provided by financing activities was $238.4 million during the period, which was the result of proceeds from the issuance of shares of $71.8 million, premium on debt issuance costs of $4.4 million and net borrowings on our credit facilities of $224.0 million, partially offset by distributions paid of $24.7 million and repurchased shares of $37.1 million.

As of June 30, 2020, we had $46.6 million in cash. During the six months ended June 30, 2020, we used $223.4 million in cash for operating activities, primarily as a result of funding portfolio investments of $418.9 million, partially offset by sales of portfolio investments of $134.5 million, and other operating activity of $61.0 million. Lastly, cash provided by financing activities was $196.9 million during the period, which was the result of proceeds from net borrowings on our credit facilities of $33.0 million and proceeds from the issuance of shares of $205.1 million, partially offset by distributions paid of $21.2 million, debt issuance costs of $2.7 million and repurchased shares of $17.3 million.

101

Net Assets

Share Issuances

In connection with our formation, we had the authority to issue 300,000,000 common shares at $0.01 per share par value. Effective as of June 18, 2019, we amended our charter to increase the number of shares of common stock we are authorized to issue from 300,000,000 to 450,000,000. Pursuant to our Registration Statement on Form N-2 (File No. 333-213716), we registered 264,000,000 common shares, par value of $0.01 per share, at an initial public offering price of $9.47 per share and pursuant to our Registration Statement on Form N-2 (File No. 333-232183), we registered an additional 160,000,000 common shares, par value $0.01 per share, at an initial public offering price of $9.56 per share.

On September 30, 2016, we issued 100 common shares for $900 to the Adviser. We received $900 in cash from the Adviser on November 17, 2016.

On April 4, 2017, we received subscription agreements totaling $10 million for the purchase of shares of our common stock from a private placement from certain individuals and entities affiliated with the Adviser. Pursuant to the terms of those subscription agreements, the individuals and entities affiliated with the Adviser agreed to pay for such shares of common stock upon demand by one of our executive officers. On April 4, 2017, we sold 277,778 shares pursuant to such subscription agreements and met the minimum offering requirement for our continuous public offering of $2.5 million. The purchase price of these shares sold in the private placement was $9.00 per share, which represented the initial public offering price of $9.47 per share, net of selling commissions and dealer manager fees.

The following table summarizes transactions with respect to shares of our common stock during the three months ended June 30, 2021 and 2020:

	June 30, 2021						June 30, 2020
($ in thousands, except share amounts)	Shares			Amount			Shares			Amount
Shares/gross proceeds from the continuous public offering		1,904,779		$	17,476			5,039,140		$	43,165
Reinvestment of distributions		1,173,282			10,512			1,136,350			9,534
Repurchased Shares		(4,128,149	)		(37,034	)		(2,062,645	)		(17,300	)
Total shares/gross proceeds		(1,050,088	)		(9,046	)		4,112,845			35,399
Sales load		—			(428	)		—			(673	)
Total shares/net proceeds		(1,050,088	)	$	(9,474	)		4,112,845		$	34,726

The following table summarizes transactions with respect to shares of our common stock during the six months ended June 30, 2021 and 2020:

	June 30, 2021						June 30, 2020
($ in thousands, except share amounts)	Shares			Amount			Shares			Amount
Shares/gross proceeds from the continuous public offering		8,050,298		$	73,298			23,231,938		$	207,761
Reinvestment of distributions		2,315,276			20,698			2,066,719			17,931
Repurchased Shares		(4,128,149	)		(37,034	)		(2,062,645	)		(17,300	)
Total shares/gross proceeds		6,237,425			56,962			23,236,012			208,392
Sales load		—			(1,523	)		—			(2,622	)
Total shares/net proceeds		6,237,425		$	55,439			23,236,012		$	205,770

102

Prior to the termination of our continuous public offering, in the event of a material decline in our net asset value per share, which we consider to be a 2.5% decrease below its current net offering price, our Board reduced the offering price in order to establish a new net offering price per share that was not more than 2.5% above the net asset value. We will not sell shares at a net offering price below the net asset value per share unless we obtain the requisite approval from our shareholders. The changes to our offering price per share since the commencement of our initial continuous public offering and associated approval and effective dates of such changes were as follows:

Approval Date	Effective Date	Gross Offering Price Per Share		Net Offering Price Per Share
Initial Offering Price	April 4, 2017	$	9.47	$	9.00
May 2, 2017	May 3, 2017	$	9.52	$	9.04
January 17, 2018	January 17, 2018	$	9.53	$	9.05
January 31, 2018	January 31, 2018	$	9.55	$	9.07
July 18, 2018	July 18, 2018	$	9.56	$	9.08
October 9, 2018	October 10, 2018	$	9.57	$	9.09
January 22, 2019	January 23, 2019	$	9.46	$	8.99
February 19, 2019	February 20, 2019	$	9.51	$	9.03
February 27, 2019	February 27, 2019	$	9.52	$	9.04
April 3, 2019	April 3, 2019	$	9.54	$	9.06
April 9, 2019	April 10, 2019	$	9.55	$	9.07
July 3, 2019	July 3, 2019	$	9.56	$	9.08
October 9, 2019	October 9, 2019	$	9.49	$	9.02
January 15, 2020	January 15, 2020	$	9.51	$	9.03
March 10, 2020	March 11, 2020	$	9.41	$	8.94
March 18, 2020	March 18, 2020	$	8.83	$	8.39
March 25, 2020	March 25, 2020	$	8.74	$	8.30
April 15, 2020	April 15, 2020	$	8.80	$	8.36
April 22, 2020	April 22, 2020	$	8.85	$	8.41
May 19, 2020	May 20, 2020	$	8.87	$	8.43
May 27, 2020	May 27, 2020	$	8.93	$	8.48
June 2, 2020	June 3, 2020	$	8.96	$	8.51
June 9, 2020	June 10, 2020	$	9.02	$	8.57
June 16, 2020	June 17, 2020	$	9.05	$	8.60
July 14, 2020	July 15, 2020	$	9.08	$	8.63
July 22, 2020	July 22, 2020	$	9.12	$	8.66
July 29, 2020	July 29, 2020	$	9.14	$	8.68
August 19, 2020	August 19, 2020	$	9.16	$	8.70
August 26, 2020	August 26, 2020	$	9.18	$	8.72
September 9, 2020	September 9, 2020	$	9.21	$	8.75
September 23, 2020	September 23, 2020	$	9.24	$	8.78
December 23, 2020	December 23, 2020	$	9.32	$	8.85
January 6, 2021	January 6, 2021	$	9.37	$	8.90
March 23, 2021	March 24, 2021	$	9.42	$	8.95

We have determined not to file additional post-effective amendments to our registration statement and terminated our offering as of April 30, 2021.

103

Subsequent to April 30, 2021, we calculated the price per share that shares issued pursuant to the dividend reinvestment plan will be issued as follows:

Date of Issuance

Record Date

Number of Shares

Purchase Price

per Share

May 26, 2021

May 25, 2021

364,726

8.93

June 30, 2021

June 29, 2021

450,718

8.99

Distributions

Our Board has authorized and declared weekly distribution amounts per share of common stock, payable monthly in arrears. The following table presents cash distributions per share that were declared during the six months ended June 30, 2021:

	Distributions
($ in thousands)	Per Share		Amount
2021
March 31, 2021 (thirteen record dates)	$	0.15	$	22,434
June 30, 2021 (thirteen record dates)		0.15		23,009
Total	$	0.30	$	45,443

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 the Company’s taxable year end.

The following table presents cash distributions per share that were declared during the six months ended June 30, 2020:

	Distributions
($ in thousands)	Per Share		Amount
2020
March 31, 2020 (fourteen record dates)	$	0.18	$	20,896
June 30, 2020 (thirteen record dates)		0.17		21,332
Total	$	0.35	$	42,228

On February 19, 2020, our Board declared regular weekly distributions for April 2020 through June 2020. The regular weekly cash distributions, each in the gross amount of $0.012867 per share, will be payable monthly to shareholders of record as of the weekly record date.

On May 5, 2020, our Board declared regular weekly distributions for July 2020 through September 2020. The regular weekly cash distributions, each in the gross amount of $0.012867 per share, will be payable monthly to shareholders of record as of the weekly record date.

On February 23, 2021, our Board declared regular weekly distributions for April 2021 through June 2021. The regular weekly cash distributions, each in the gross amount of $0.011580 per share, will be payable monthly to shareholders of record as of the weekly record date.

On May 5, 2021, our Board declared regular monthly distributions for July 2021 through September 2021. The regular monthly cash distributions, each in the gross amount of $0.050180 per share, will be payable monthly to shareholders of record as of the monthly record date.

With respect to distributions, we have adopted an “opt-in” dividend reinvestment plan for common shareholders. As a result, in the event of a declared distribution, each shareholder that has not “opted-in” to the dividend reinvestment plan will have their dividends or distributions automatically received in cash rather than reinvested in additional shares of our common stock. 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.

104

We may fund our cash distributions to shareholders from any source of funds available to us, including but not limited to offering proceeds, net investment income from operations, capital gains proceeds from the sale of assets, dividends or other distributions paid to us on account of preferred and common equity investments in portfolio companies and expense support from the Adviser, which is subject to recoupment. In no event, however, will funds be advanced or borrowed for purpose of distributions, if the amount of such distributions would exceed our accrued and received Net Revenues for the previous four quarters, less paid and accrued operating expenses with respect to such revenues and costs.

Through June 30, 2021, a portion of our distributions resulted from expense support from the Adviser, and future distributions may result from expense support from the Adviser, each of which is subject to repayment by us within three years from the date of payment. The purpose of this arrangement is to avoid distributions being characterized as a return of capital for U.S. federal income tax purposes. Shareholders should understand that any such distributions are not based on our investment performance and can only be sustained if we achieve positive investment performance in future periods and/or the Adviser continues to provide expense support. Shareholders should also understand that our future repayments of expense support will reduce the distributions that they would otherwise receive. There can be no assurance that we will achieve the performance necessary to sustain these distributions or be able to pay distributions at all.

Sources of distributions, other than net investment income and realized gains on a U.S. GAAP basis, include required adjustments to U.S. GAAP net investment income in the current period to determine taxable income available for distributions. The following tables reflect the sources of cash distributions on a U.S. GAAP basis that we have declared on our shares of common stock during the six months ended June 30, 2021 and 2020:

	Six Months Ended June 30, 2021
Source of Distribution	Per Share		Amount		Percentage
($ in thousands, except per share amounts)
Net investment income	$	0.27	$	41,493		91.3	%
Net realized gain on investments		—		—		—
Distributions in excess of net investment income		0.03		3,950		8.7
Total	$	0.30	$	45,443		100.0	%

	Six Months Ended June 30, 2020
Source of Distribution	Per Share		Amount		Percentage
($ in thousands, except per share amounts)
Net investment income	$	0.34	$	41,074		97.2	%
Net realized gain (loss) on investments⁽¹⁾		—		110		0.3
Distributions in excess of net investment income		0.01		1,044		2.5
Total	$	0.35	$	42,228		100.0	%

________________

⁽¹⁾

The per share amount rounds to less than $0.01 per share.

105

Share Repurchases

In the third quarter of 2017, we began offering, and on a quarterly basis, intend to continue offering, to repurchase shares of our common stock on such terms as may be determined by our Board in its complete discretion. The Board has complete discretion to determine whether we will engage in any share repurchase, and if so, the terms of such repurchase. At the discretion of our Board, the Company may use cash on hand, cash available from borrowings, and cash from the sale of our investments as of the end of the applicable period to repurchase shares.

All shares purchased by us pursuant to the terms of each offer to repurchase will be retired and thereafter will be authorized and unissued shares.

Any periodic repurchase offers are subject in part to our available cash and compliance with the BDC and RIC qualification and diversification rules promulgated under the 1940 Act and the Code, respectively. While we intend to continue to conduct quarterly tender offers as described above, we are not required to do so and may suspend or terminate the share repurchase program at any time.

Offer Date	Tender Offer Expiration	Tender Offer		Purchase Price per Share		Shares Repurchased
March 4, 2019	March 29, 2019	$	6,207,452	$	9.06		119,874
May 13, 2019	June 10, 2019	$	9,039,928	$	9.07		100,108
August 19, 2019	September 16, 2019	$	13,085,063	$	9.08		234,693
November 18, 2019	December 16, 2019	$	16,984,077	$	9.02		396,914
March 9, 2020	April 3, 2020	$	21,398,616	$	8.30		1,462,441
May 26, 2020	June 22, 2020	$	16,280,933	$	8.60		600,204
August 24, 2020	September 21, 2020	$	21,493,631	$	8.78		1,797,979
November 16, 2020	December 14, 2020	$	16,153,577	$	8.78		794,091
March 10, 2021	April 6, 2021	$	18,995,153	$	8.95		1,945,553
June 1, 2021	June 28, 2021	$	19,621,539	$	8.99		2,182,596

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Total Return Since Inception

Cumulative total return for the period April 4, 2017 to June 30, 2021 was 35.7% (without upfront sales load) and 28.9% (with maximum upfront sales load). The following table presents cumulative total returns for the six months ended June 30, 2021, rolling 1-year, 3-year and 5-year periods and since inception.

Shareholder Returns (Without Sales Charge)

Shareholder Returns (With Maximum Sales Charge)

Annualized Total Return

YTD

1-Year

3-Year

5-Year

Since Inception

Cumulative Total Return Since Inception

Total Shareholder Returns⁽¹⁾⁽²⁾

4.0%

11.8%

7.7%

N/A

8.4%

35.7%

28.9%

________________

⁽¹⁾

Compounded monthly.

⁽²⁾

Past performance does not guarantee future results. Returns reflect reinvestment of distributions and the deduction of ongoing expenses that are borne by investors, such as management fees, incentive fees, interest expense, offering costs, professional fees, director fees and other general and administrative expenses. An investment in the Company is subject to a maximum upfront sales load of 5% of the offering price, which will reduce the amount of capital available for investment. Operating expenses may vary in the future based on the amount of capital raised, the Adviser’s election to continue expense support, and other unpredictable variables.

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Debt

Aggregate Borrowings

Our debt obligations consisted of the following as of June 30, 2021 and December 31, 2020:

	June 30, 2021
($ in thousands)	Aggregate Principal Committed		Outstanding Principal⁽³⁾		Amount Available⁽¹⁾		Net Carrying Value⁽²⁾
SPV Asset Facility I	$	400,000	$	400,261	$	—	$	399,068
SPV Asset Facility II		325,000		280,000		36,120		277,019
2024 Notes		450,000		450,000		—		450,397
Total Debt	$	1,175,000	$	1,130,261	$	36,120	$	1,126,484

________________

⁽¹⁾

The amount available reflects any limitations related to each credit facility’s borrow base.

⁽²⁾

⁽³⁾

The outstanding principal balance in SPV Asset Facility I reflects a fully drawn commitment and unrealized appreciation on borrowings in foreign denominations.

	December 31, 2020
($ in thousands)	Aggregate Principal Committed		Outstanding Principal		Amount Available⁽¹⁾		Net Carrying Value⁽²⁾
SPV Asset Facility I	$	400,000	$	365,147	$	34,853	$	363,312
SPV Asset Facility II		325,000		191,000		27,698		187,859
2024 Notes		350,000		350,000		—		345,450
Total Debt	$	1,075,000	$	906,147	$	62,551	$	896,621

________________

⁽¹⁾

The amount available reflects any limitations related to each credit facility’s borrow base.

⁽²⁾

For the three and six months ended June 30, 2021 and 2020, the components of interest expense were as follows:

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
($ in thousands)	2021			2020			2021			2020
Interest expense	$	9,090		$	7,345		$	16,839		$	15,927
Amortization of debt issuance costs		592			3,080			1,363			3,906
Total Interest Expense	$	9,682		$	10,425		$	18,202		$	19,833
Average interest rate		3.4	%		3.9	%		3.4	%		4.1	%
Average daily borrowings	$	1,033,901		$	639,747		$	954,348		$	604,778

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Senior Securities

Information about our senior securities is shown in the following table as of June 30, 2021 and the fiscal years ended December 31, 2020, 2019, 2018 and 2017.

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⁾
Promissory Note⁽⁵⁾
December 31, 2020	$	—	$	—		—	N/A
December 31, 2019	$	—	$	2,687		—	N/A
December 31, 2018	$	—	$	2,397		—	N/A
December 31, 2017	$	—	$	4,969		—	N/A
SPV Asset Facility I
June 30, 2021 (unaudited)	$	400.3	$	2,197		—	N/A
December 31, 2020	$	365.1	$	2,416		—	N/A
December 31, 2019	$	265.7	$	2,687		—	N/A
December 31, 2018	$	302.5	$	2,397		—	N/A
December 31, 2017	$	20.0	$	4,969		—	N/A
SPV Asset Facility II
June 30, 2021 (unaudited)	$	280.0	$	2,197		—	N/A
December 31, 2020	$	191.0	$	2,416		—	N/A
2024 Notes
June 30, 2021 (unaudited)	$	450.0	$	2,197		—	N/A
December 31, 2020	$	350.0	$	2,416		—	N/A
December 31, 2019	$	300.0	$	2,687		—	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⁾

Promissory Note expired on December 31, 2020.

SPV Asset Facility I

On December 1, 2017 (the “SPV Asset Facility I Closing Date”), ORCC II Financing LLC and OR Lending II LLC (collectively, the “Subsidiaries”), each a Delaware limited liability company and a wholly-owned subsidiary of us, entered into a Credit Agreement (the “SPV Asset Facility I”). Parties to the SPV Asset Facility I include ORCC II Financing LLC and OR Lending II LLC, as Borrowers, and the lenders from time to time parties thereto (the “SPV I Lenders”), Goldman Sachs Bank USA as Sole Lead Arranger, Syndication Agent and Administrative Agent, State Street Bank and Trust Company as Collateral Administrator and Collateral Agent and Cortland Capital Market Services LLC as Collateral Custodian. On July 31, 2018, the parties to the SPV Asset Facility I amended the SPV Asset Facility I and the related transaction documents (the “SPV Facility I Amendment No. 1”) to increase the maximum principal amount of the SPV Asset Facility I, extend the reinvestment period and scheduled maturity of the SPV Asset Facility I, reduce the spread over LIBOR payable on the drawn amount of the SPV Asset Facility I and make certain other changes relating to the calculation of the borrowing base, the fees payable to Goldman Sachs Bank USA as Administrative Agent and the potential syndication of the SPV Asset Facility I. On March 11, 2019, the parties to the SPV Asset Facility I amended and restated the SPV Asset Facility I and the related transaction documents (the “SPV Facility I Amendment No. 2”) to establish and modify certain lender and Administration Agent consent rights, increase the maximum principal amount of the SPV Asset Facility I and add new lenders. On April 29, 2019, the parties to the SPV Asset Facility I amended and restated the SPV Asset Facility I and the related

109

transaction documents (the “SPV Facility I Amendment No. 3”) to increase the maximum principal amount of the SPV Asset Facility I and make certain other changes, including dividing the loans under the SPV Asset Facility I into two separate Classes, Class A and Class B. The terms of the two classes of loans are generally the same, for example they have the same interest rate and maturity date, but differ with respect to certain make-whole payments, minimum spread payments, unused commitment fees, consent rights and other terms.

From time to time, we sell and contribute certain investments to ORCC II Financing LLC pursuant to a Sale and Contribution Agreement by and between us and ORCC II Financing LLC. No gain or loss will be recognized as a result of these sales and contributions. Proceeds from the SPV Asset Facility I have been and will be used to finance the origination and acquisition of eligible assets by the Subsidiaries, including the purchase of such assets from us. We retain a residual interest in assets contributed to or acquired by the Subsidiaries through our ownership of the Subsidiaries. The maximum principal amount of the SPV Asset Facility I is $400 million; the availability of this amount is subject to a borrowing base test, which is based on the amount of the Subsidiaries’ assets from time to time, and satisfaction of certain conditions, including certain concentration limits

The SPV Asset Facility I provides for a reinvestment period up to and including November 30, 2021. (the “SPV Asset Facility I Commitment Termination Date”). Prior to the SPV Asset Facility I Commitment Termination Date, proceeds received by the Subsidiaries from interest, dividends, or fees on assets must be used to pay expenses and interest on outstanding borrowings, and the excess may be returned to the Company, subject to certain conditions. Proceeds received from principal on assets prior to the SPV Asset Facility I Commitment Termination Date must be used to make quarterly payments of principal on outstanding borrowings. Following the SPV Asset Facility I Commitment Termination Date, proceeds received by the Subsidiaries from interest and principal on collateral assets must be used to make quarterly payments of principal on outstanding borrowings. Subject to certain conditions, between quarterly payment dates prior to and after the SPV Asset Facility I Commitment Termination Date, excess interest proceeds and principal proceeds may be released to the Subsidiaries to make distributions to us.

The SPV Asset Facility I will mature on November 30, 2022. Amounts drawn bear interest at LIBOR plus a 2.25% spread and after a ramp-up period, the spread is also payable on any undrawn amounts. The Company borrows utilizing three-month LIBOR rate loans. If LIBOR ceases to exist, we will have to renegotiate the terms of the SPV Asset Facility I. The SPV Asset Facility I contains customary covenants, including certain financial maintenance covenants, limitations on the activities of the Subsidiaries, 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 our equity interests in the Subsidiaries and in the assets of the Subsidiaries and on any payments received by the Subsidiaries in respect of those assets. Upon the occurrence of certain value adjustment events relating to the assets securing the SPV Asset Facility I, the Subsidiaries will also be required to provide certain cash collateral. Assets pledged to the SPV I Lenders will not be available to pay our debts.

Borrowings of the Subsidiaries are considered our borrowings for purposes of complying with the asset coverage requirements under the 1940 Act.

In connection with the SPV Asset Facility I, we entered into a Non-Recourse Carveout Guaranty Agreement on the SPV Asset Facility I Closing Date, which was amended and restated twice on March 11, 2019 and April 29, 2019, with State Street Bank and Trust Company, on behalf of certain secured parties, and Goldman Sachs Bank USA. Pursuant to the Non-Recourse Carveout Guaranty Agreement, we guarantee certain losses, damages, costs, expenses, liabilities, claims and other obligations incurred in connection with certain instances of fraud or bad faith misrepresentation, material encumbrances of certain collateral, misappropriation of certain funds, certain transfers of assets, and the bad faith or willful breach of certain provisions of the SPV Asset Facility I.

110

SPV Asset Facility II

On April 14, 2020 (the “SPV Asset Facility II Closing Date”), ORCC II Financing II LLC (“ORCC II Financing II”), a Delaware limited liability company and newly formed subsidiary of us entered into a Credit Agreement (the “SPV Asset Facility II”), with ORCC II Financing II, as Borrower, the lenders from time to time parties thereto (the “SPV II Lenders”), Natixis, New York Branch, as Administrative Agent, State Street Bank and Trust Company as Collateral Agent and Cortland Capital Market Services LLC as Document Custodian. On October 30, 2020, the parties to the SPV Asset Facility II entered into an amendment agreement to increase the maximum principal amount of the SPV Asset Facility II and make certain other changes (the “SPV Facility II Amendment”). The summary below reflects the terms of the SPV Asset Facility II as amended by the SPV Facility II Amendment.

From time to time, we expect to sell and contribute certain investments to ORCC II Financing II pursuant to a Sale and Contribution Agreement by and between us and ORCC II Financing II. No gain or loss will be recognized as a result of these sales and contributions. Proceeds from the SPV Asset Facility II will be used to finance the origination and acquisition of eligible assets by ORCC II Financing II, including the purchase of such assets from us. We retain a residual interest in assets contributed to or acquired by ORCC II Financing II through our ownership of ORCC II Financing II. The maximum principal amount of the SPV Asset Facility II is $325 million; the availability of this amount is subject to an overcollateralization ratio test, which is based on the value of ORCC II Financing II’s assets from time to time, and satisfaction of certain conditions, including an interest coverage ratio test, certain concentration limits and collateral quality tests.

The SPV Asset Facility II provides for the ability to (1) draw term loans and (2) draw and redraw revolving loans under the SPV Asset Facility II for a period of up to two years after the SPV Asset Facility II Closing Date unless the revolving commitments are terminated or converted to term loans sooner as provided in the SPV Asset Facility II (the “SPV Asset Facility II Commitment Termination Date”). Unless otherwise terminated, the SPV Asset Facility II will mature on April 14, 2029 (the “Stated Maturity”). Prior to the Stated Maturity, proceeds received by ORCC II Financing II 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 Stated Maturity, ORCC II Financing II 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.

Borrowings of ORCC II Financing II are considered our borrowings for purposes of complying with the asset coverage requirements under the 1940 Act.

Promissory Note

On May 18, 2017, our Board authorized us, as borrower, to enter into a series of promissory notes (the “Promissory Notes”) with our Adviser, as lender, to borrow up to an aggregate of $10 million from our Adviser. On October 19, 2017, our Board increased the approved amount to an aggregate of $15 million. On November 7, 2017, our Board approved a further modification to the Promissory Notes which extended the original maturity date from January 15, 2018 to December 31, 2018. On November 6, 2018, our Board approved an additional modification to the Promissory Notes which further extended the maturity date to December 31, 2019. On October 30, 2019, our Board approved an additional modification to the Promissory Notes which further extended the maturity date to December 31, 2020. On March 2, 2018, our Board increased the approved amount to an aggregate of $20 million. On July 19, 2018, our Board increased the approved amount to an aggregate of $35 million. On March 8, 2019, the Board increased the approved amount to an aggregate of $50 million. On October 30, 2019, the Board approved an additional modification to the Promissory Notes which further extended the maturity date to December 31, 2020. We may re-borrow any amount repaid; however, there is no funding commitment between the Adviser and us.

111

The unpaid principal balance of the Promissory Notes and accrued interest thereon was paid in full on December 15, 2020 and December 31, 2020, respectively. Borrowed funds were used to leverage our investment portfolio and to make investments in portfolio companies consistent with our investment strategies.

2024 Notes

On November 26, 2019, we issued $300 million aggregate principal amount of our 4.625% notes due November 26, 2024 (the “Existing 2024 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.

On October 21, 2020, we issued an additional $50 million aggregate principal amount of our 4.625% notes due 2024 and on May 5, 2021, we issued an additional $100 million aggregate principal amount of our 4.625% notes due 2024 (collectively, the “Additional 2024 Notes” and together with the Existing 2024 Notes, the “2024 Notes”) in a private placement in reliance on Section 4(a)(2) of 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. The Additional 2024 Notes will be treated as a single series with the Existing 2024 Notes and will have the same terms as the Existing 2024 Notes.

The 2024 Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration.

The 2024 Notes were issued pursuant to an Indenture dated as of November 26, 2019 (the “Base Indenture”), between us and Wells Fargo Bank, National Association, as trustee (the “Trustee”), and a First Supplemental Indenture, dated as of November 26, 2019 (the “First Supplemental Indenture” and together with the Base Indenture, the “Indenture”), between us and the Trustee. The 2024 Notes will mature on November 26, 2024, unless repurchased or redeemed in accordance with their terms prior to such date. The 2024 Notes bear interest at a rate of 4.625% per year payable semi-annually on May 26 and November 26 of each year, commencing on May 26, 2020. The 2024 Notes will be our direct, general unsecured obligations and will 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 2024 Notes. The 2024 Notes will 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. The 2024 Notes will rank effectively subordinated, or junior, to any of our 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 2024 Notes will 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 it is subject to those requirements, and (ii) provide financial information to the holders of the 2024 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 2024 Notes will have the right, at their option, to require us to repurchase for cash some or all of the 2024 Notes at a repurchase price equal to 100% of the aggregate principal amount of the 2024 Notes being repurchased, plus accrued and unpaid interest to, but excluding, the repurchase date.

112

Off-Balance Sheet Arrangements

Portfolio Company Commitments

From time to time, we may enter into commitments to fund investments. As of June 30, 2021 and December 31, 2020, we had the following outstanding commitments to fund investments in current portfolio companies:

Portfolio Company	Investment	June 30, 2021		December 31, 2020
($ in thousands)
3ES Innovation Inc. (dba Aucerna)	First lien senior secured revolving loan	$	687	$	687
Amspec Services Inc.	First lien senior secured revolving loan		2,062		2,463
Apptio, Inc.	First lien senior secured revolving loan		294		490
Aramsco, Inc.	First lien senior secured revolving loan		1,043		1,043
Ardonagh Midco 3 PLC	First lien senior secured delayed draw term loan		—		911
Associations, Inc.	First lien senior secured delayed draw term loan		75		75
AxiomSL Group, Inc.	First lien senior secured revolving loan		1,061		1,061
Barracuda Dental LLC (dba National Dentex)	First lien senior secured delayed draw term loan		1,717		5,580
Barracuda Dental LLC (dba National Dentex)	First lien senior secured revolving loan		1,459		1,073
BCTO BSI Buyer, Inc. (dba Buildertrend)	First lien senior secured revolving loan		1,018		1,018
BIG Buyer, LLC	First lien senior secured delayed draw term loan		4,131		—
BIG Buyer, LLC	First lien senior secured revolving loan		1,250		667
BIG Buyer, LLC	First lien senior secured delayed draw term loan		—		1,875
Caiman Merger Sub LLC (dba City Brewing)	First lien senior secured revolving loan		—		2,034
BP Veraison Holdings, LLC (dba Sun World)	First lien senior secured delayed draw term loan		6,081		—
BP Veraison Holdings, LLC (dba Sun World)	First lien senior secured revolving loan		1,824		—
Centrify Corporation	First lien senior secured revolving loan		1,345		—
ConnectWise, LLC	First lien senior secured revolving loan		3,385		2,708
Definitive Healthcare Holdings, LLC	First lien senior secured delayed draw term loan		4,991		4,991
Definitive Healthcare Holdings, LLC	First lien senior secured revolving loan		1,522		1,522
Dodge Data & Analytics LLC	First lien senior secured revolving loan		374		—
Douglas Products and Packaging Company LLC	First lien senior secured revolving loan		356		1,017
Endries Acquisition, Inc.	First lien senior secured revolving loan		3,000		3,000
Entertainment Benefits Group, LLC	First lien senior secured revolving loan		326		276
Evolution BuyerCo, Inc. (dba SIAA)	First lien senior secured delayed draw term loan		4,459		—
Evolution BuyerCo, Inc. (dba SIAA)	First lien senior secured revolving loan		2,230		—
Forescout Technologies, Inc.	First lien senior secured revolving loan		700		700
Galls, LLC	First lien senior secured revolving loan		105		1,826
Gaylord Chemical Company, L.L.C.	First lien senior secured revolving loan		2,609		—
GC Agile Holdings Limited (dba Apex Fund Services)	First lien senior secured revolving loan		859		1,146
Gerson Lehrman Group, Inc.	First lien senior secured revolving loan		2,039		2,039
Granicus, Inc.	First lien senior secured revolving loan		—		345
H&F Opportunities LUX III S.À R.L (dba Checkmarx)	First lien senior secured revolving loan		4,583		4,583
Hercules Borrower, LLC (dba The Vincit Group)	First lien senior secured revolving loan		3,343		3,343

113

Portfolio Company	Investment	June 30, 2021		December 31, 2020
HGH Purchaser, Inc. (dba Horizon Services)	First lien senior secured revolving loan		2,187		2,187
HGH Purchaser, Inc. (dba Horizon Services)	First lien senior secured delayed draw term loan		—		1,337
Hometown Food Company	First lien senior secured revolving loan		471		408
Ideal Tridon Holdings, Inc.	First lien senior secured revolving loan		1,273		1,072
Individual Foodservice Holdings, LLC	First lien senior secured delayed draw term loan		4,483		3,522
Individual Foodservice Holdings, LLC	First lien senior secured revolving loan		4,126		4,953
Instructure, Inc.	First lien senior secured revolving loan		1,851		1,851
Integrity Marketing Acquisition, LLC	First lien senior secured revolving loan		1,868		1,868
Intelerad Medical Systems Incorporated (fka 11849573 Canada Inc.)	First lien senior secured delayed draw term loan		718		—
Intelerad Medical Systems Incorporated (fka 11849573 Canada Inc.)	First lien senior secured revolving loan		1,510		1,510
Interoperability Bidco, Inc.	First lien senior secured delayed draw term loan		—		2,000
Interoperability Bidco, Inc.	First lien senior secured revolving loan		1,000		—
IQN Holding Corp. (dba Beeline)	First lien senior secured revolving loan		2,612		2,612
KWOR Acquisition, Inc. (dba Alacrity Solutions)	First lien senior secured delayed draw term loan		—		516
KWOR Acquisition, Inc. (dba Alacrity Solutions)	First lien senior secured revolving loan		1,300		1,300
Lazer Spot G B Holdings, Inc.	First lien senior secured revolving loan		7,542		7,542
Lightning Midco, LLC (dba Vector Solutions)	First lien senior secured revolving loan		—		1,155
Litera Bidco LLC	First lien senior secured delayed draw term loan		913		—
Litera Bidco LLC	First lien senior secured revolving loan		1,013		1,013
Lytx, Inc.	First lien senior secured delayed draw term loan		4,697		4,697
Mavis Tire Express Services Corp.	Second lien senior secured delayed draw term loan		—		1,688
Milan Laser Holdings LLC	First lien senior secured revolving loan		1,961		—
MINDBODY, Inc.	First lien senior secured revolving loan		1,071		1,071
Nelipak Holding Company	First lien senior secured revolving loan		935		906
Nelipak Holding Company	First lien senior secured revolving loan		352		352
NMI Acquisitionco, Inc. (dba Network Merchants)	First lien senior secured revolving loan		85		85
Norvax, LLC (dba GoHealth)	First lien senior secured revolving loan		2,727		2,728
Nutraceutical International Corporation	First lien senior secured revolving loan		2,353		2,353
Patriot Acquisition TopCo S.A.R.L (dba Corza Health, Inc.)	First lien senior secured revolving loan		2,654		—
Peter C. Foy & Associated Insurance Services, LLC	First lien senior secured delayed draw term loan		2,973		—
Peter C. Foy & Associated Insurance Services, LLC	First lien senior secured revolving loan		2,323		2,311
PCF Holdco, LLC	Class A Units		3,512		—
Pluralsight, LLC	First lien senior secured revolving loan		1,294		—
Professional Plumbing Group, Inc.	First lien senior secured revolving loan		743		743
Project Power Buyer, LLC (dba PEC-Veriforce)	First lien senior secured revolving loan		563		563
Quva Pharma, Inc.	First lien senior secured revolving loan		1,182		—
Reef Global, Inc. (fka Cheese Acquisition, LLC)	First lien senior secured revolving loan		747		747

114

Portfolio Company	Investment	June 30, 2021		December 31, 2020
Refresh Parent Holdings, Inc.	First lien senior secured delayed draw term loan		1,098		3,931
Refresh Parent Holdings, Inc.	First lien senior secured revolving loan		1,437		1,029
Relativity ODA LLC	First lien senior secured revolving loan		1,480		—
RSC Acquisition, Inc (dba Risk Strategies)	First lien senior secured revolving loan		277		426
Safety Products/JHC Acquisition Corp. (dba Justrite Safety Group)	First lien senior secured delayed draw term loan		—		231
Sara Lee Frozen Bakery, LLC (fka KSLB Holdings, LLC)	First lien senior secured revolving loan		107		493
Sonny's Enterprises LLC	First lien senior secured delayed draw term loan		5,503		—
Sonny's Enterprises LLC	First lien senior secured revolving loan		2,630		2,631
Swipe Acquisition Corporation (dba PLI)	First lien senior secured delayed draw term loan		1,655		2,289
Swipe Acquisition Corporation (dba PLI)	Letter of Credit		882		882
TC Holdings, LLC (dba TrialCard)	First lien senior secured revolving loan		3,315		3,315
THG Acquisition, LLC (dba Hilb)	First lien senior secured revolving loan		1,871		1,871
Thunder Purchaser, Inc. (dba Vector Solutions)	First lien senior secured delayed draw term loan		2,348		—
Thunder Purchaser, Inc. (dba Vector Solutions)	First lien senior secured revolving loan		822		—
Trader Interactive, LLC (fka Dominion Web Solutions, LLC)	First lien senior secured revolving loan		161		113
Troon Golf, L.L.C.	First lien senior secured revolving loan		574		574
TSB Purchaser, Inc. (dba Teaching Strategies, Inc.)	First lien senior secured revolving loan		660		660
Ultimate Baked Goods Midco, LLC	First lien senior secured revolving loan		409		515
Valence Surface Technologies LLC	First lien senior secured delayed draw term loan		—		1,500
Valence Surface Technologies LLC	First lien senior secured revolving loan		1,000		2,500
Velocity HoldCo III Inc	First lien senior secured revolving loan		368		—
WU Holdco, Inc. (dba Weiman Products, LLC)	First lien senior secured delayed draw term loan		1,023		—
WU Holdco, Inc. (dba Weiman Products, LLC)	First lien senior secured revolving loan		2,042		1,534
Total Unfunded Portfolio Company Commitments		$	151,629	$	124,057

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 200% asset coverage limitation. As of June 30, 2021, we believe we had adequate financial resources to satisfy the unfunded portfolio company commitments.

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Organizational and Offering Costs

The Adviser has incurred organization and offering costs on behalf of us in the amount of $12.3 million for the period from October 15, 2015 (Inception) to June 30, 2021, of which $12.3 million has been charged to us pursuant to the Investment Advisory Agreement. Under the Investment Advisory Agreement and Administration Agreement, the Adviser is entitled to receive up to 1.5% of gross offering proceeds raised in our continuous public offering until all organization and offering costs paid by the Adviser have been recovered.

The Adviser had incurred organization and offering costs on behalf of us in the amount of $12.0 million for the period from October 15, 2015 (Inception) to December 31, 2020, of which $12.0 million had been charged to us pursuant to the Investment Advisory Agreement. Under the Investment Advisory Agreement and Administration Agreement, the Adviser is entitled to receive up to 1.5% of gross offering proceeds raised in our continuous public offering until all organization and offering costs paid by the Adviser have been recovered.

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. As of June 30, 2021, we were not aware of any material pending or threatened litigation that would require accounting recognition or financial statement disclosure.

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Contractual Obligations

A summary of our contractual payment obligations under our SPV Asset Facility I, SPV Asset Facility II and 2024 Notes as of June 30, 2021, is as follows:

	Payments Due by Period
($ in thousands)	Total		Less than 1 year		1-3 years		3-5 years		After 5 years
SPV Asset Facility I	$	400,261	$	—	$	400,261	$	—	$	—
SPV Asset Facility II		280,000		—		—		—		280,000
2024 Notes		450,000		—		—		450,000		—
Total Contractual Obligations	$	1,130,261	$	—	$	400,261	$	450,000	$	280,000

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;

•

the Expense Support Agreement;

•

the Dealer Manager Agreement; and

•

the License Agreement.

In addition to the aforementioned agreements, we, our Adviser and certain of our Adviser’s affiliates have been granted exemptive relief by the SEC 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.

Our Board has authorized us to enter into a series of Promissory Notes with our Adviser to borrow up to $50 million. The Promissory Notes matured on December 31, 2020. See “ITEM 1. – Notes to Consolidated Financial Statements – Note. 6 Debt” for further details.

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 disclosed in our Form 10-K for the fiscal year ended December 31, 2020 and 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.

Investments for which market quotations are readily available are typically valued at the 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 Board, based on, among other things, the input of the Adviser, our audit committee and independent third-party valuation firm(s) engaged at the direction of the Board.

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As part of the valuation process, the Board 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.

The Board 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 bid price of those market quotations;

•

Preliminary valuation conclusions are documented and discussed with the Adviser’s valuation committee. Agreed upon valuation recommendations are presented to the Audit Committee;

•

The Audit Committee reviews the valuation recommendations and recommends values for each investment to the Board; and

•

The Board reviews the recommended valuations and determines the fair value of each investment.

We conduct this valuation process on a quarterly basis.

We apply Financial Accounting Standards Board 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, 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:

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Level 1 – Valuations based on quoted prices in active markets for identical assets or liabilities that we have the ability to access.

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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.

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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 quarter 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, we evaluate 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), we subject 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, we, 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.

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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, we could realize amounts that are different from the amounts presented and such differences could be material.

Interest and Dividend Income Recognition

Interest income is recorded on the accrual basis and includes amortization of discounts or premiums. Certain investments may have contractual payment-in-kind (“PIK”) interest or dividends. PIK interest represents accrued interest that is added to the principal amount of the investment on the respective interest payment dates rather than being paid in cash and generally becomes due at maturity. 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 of discounts or premiums, 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.

Distributions

We have elected to be treated for U.S. federal income tax purposes, and intend to qualify annually, 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 distributions for tax purposes equal to at least 90 percent of the sum 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

•

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 corporate-level U.S. federal income tax. 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.

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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 monthly 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.

With respect to distributions, the Company has adopted an “opt-in” dividend reinvestment plan for common shareholders. As a result, in the event of a declared distribution, each shareholder that has not “opted-in” to the dividend reinvestment plan will have their dividends or distributions automatically received in cash rather than reinvested in additional shares of our common stock. 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 have also elected to be treated as a RIC under the Code beginning with our taxable year ended December 31, 2017 and intend to continue to qualify for tax treatment as a RIC. So long as we maintain our tax treatment as a RIC, we generally will not pay corporate-level U.S. federal income taxes 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 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. excise tax on this income.

Certain of our consolidated subsidiaries 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, 2020. The 2017 through 2019 tax years remain subject to examination by U.S. federal, state and local tax authorities.

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Recent Developments

On July 13, 2021, the parties to the SPV Asset Facility I amended the SPV Asset Facility I to, among other things, extend the reinvestment period and the stated maturity, and increase the commitments by our lenders.

Effective July 28, 2021, net offering price per share was determined to be $8.95 for the purpose of issuing July’s monthly DRIP distribution.

On July 27, 2021, the Company determined that shares issued pursuant to the Company’s distribution reinvestment plan will be issued at price of $8.95 per share.

On August 3, 2021, our Board declared regular monthly distributions for October 2021 through December 2021. The regular monthly cash distributions, each in the gross amount of $0.050180 per share, will be payable monthly to shareholders of record as of the monthly record date.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are subject to financial market risks, including valuation risk and interest rate 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 our Board, based on, among other things, the input of the Adviser, our Audit Committee and independent third-party valuation firm(s) engaged at the direction of the Board, 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.

Substantially all of our assets and liabilities are financial in nature. As a result, changes in interest rates and other factors drive our performance more directly than does inflation. Changes in interest rates do not necessarily correlate with inflation rates or changes in inflation rates.

As of June 30, 2021, 97.2% of our debt investments based on fair value in our portfolio were at floating rates. Additionally, the weighted average LIBOR floor, based on fair value, of our debt investments was 0.83%.

Based on our Consolidated Statements of Assets and Liabilities as of June 30, 2021, 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 3 month LIBOR and there are no changes in our investment and borrowing structure.

($ in millions)	Interest Income			Interest Expense			Net Income
Up 300 basis points	$	51.5		$	20.4		$	31.1
Up 200 basis points	$	28.9		$	13.6		$	15.3
Up 100 basis points	$	6.3		$	6.8		$	(0.5	)
Up 50 basis points	$	1.5		$	3.4		$	(1.9	)
Down 25 basis points	$	(0.4	)	$	(1.0	)	$	0.6

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We may in the future hedge against interest rate fluctuations by using hedging instruments such as additional interest rate swaps, futures, options, and forward contracts. While hedging activities may mitigate our exposure to adverse fluctuations in interest rates, certain hedging transactions that we may enter into in the future, such as interest rate swap agreements, may also limit our ability to participate in the benefits of lower interest rates with respect to our portfolio investments.

Currency Risk

From time to time, we may make investments that are denominated in a foreign currency. These investments 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 seek to utilize instruments such as, but not limited to, forward contracts to seek to hedge against fluctuations in the relative values of our portfolio positions from changes in currency exchange rates. We also have the ability to borrow in certain foreign currencies under our credit facilities. Instead of entering into a foreign currency forward contract in connection with loans or other investments we have made that are denominated in a foreign currency, we may borrow in that currency to establish a natural hedge against our loan or investment. To the extent the loan or investment is based on a floating rate other than a rate under which we can borrow under our credit facilities, we may seek to utilize interest rate derivatives to hedge our exposure to changes in the associated rate.

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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, 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 controls over financial reporting that occurred during the quarter ended June 30, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

We are not 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, 2020 and our quarterly report on Form 10-Q for the fiscal quarter ended March 31, 2021, which could materiality 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, 2020 are not the only risks facing us. 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.

Risks Related to Our Business

Because our business model depends to a significant extent upon Blue Owl’s relationships with corporations, financial institutions and investment firms, the inability of Blue Owl to maintain or develop these relationships, or the failure of these relationships to generate investment opportunities, could adversely affect our business.

We expect that Blue Owl will depend on its relationships with corporations, financial institutions and investment firms, and we will rely to a significant extent upon these relationships to provide us with potential investment opportunities. If Blue Owl fails to maintain its existing relationships or develop new relationships or sources of investment opportunities, we may not be able to grow our investment portfolio. In addition, individuals with whom Blue Owl has relationships are not obligated to provide us with investment opportunities, and, therefore, there is no assurance that such relationships will generate investment opportunities for us.

The time and resources that individuals associated with our Adviser devote to us may be diverted, and we may face additional competition due to, among other things, the fact that neither our Adviser nor its affiliates is prohibited from raising money for or managing another entity that makes the same types of investments that we target.

Blue Owl is not prohibited from raising money for and managing future investment entities, in addition to the funds managed by the Adviser or its affiliates comprising Owl Rock and the private funds managed by Dyal (the “Blue Owl Clients”), that make the same or similar types of investments as those we target. As a result, the time and resources that our Adviser devotes to us may be diverted, and during times of intense activity in other investment programs they may devote less time and resources to our business than is necessary or appropriate. In addition, we may compete with any such investment entity also managed by the Adviser or its affiliates for the same investors and investment opportunities. Furthermore, certain members of the Investment Committee are officers of Blue Owl and will devote a portion of their time to the operations of Blue Owl, including with respect to public company compliance, investor relations and other matter that did not apply to Owl Rock prior to the formation of Blue Owl.

The Adviser or its affiliates may have incentives to favor their respective other accounts and clients and/or Blue Owl over us, which may result in conflicts of interest that could be harmful to us.

Because our Adviser and its affiliates manage assets for, or may in the future manage assets for, other investment companies, pooled investment vehicles and/or other accounts (including institutional clients, pension plans, co-invest vehicles and certain high net worth individuals), certain conflicts of interest are present. For instance, our Adviser and its affiliates may receive asset management performance-based, or other fees from certain accounts that are higher than the fees received by our Adviser from us. In addition, certain members of the Investment Committee and other executive and employees of our Adviser will hold and receive interest in Blue Owl and its affiliates, in addition to cash and carried interest compensation. In these instances, a portfolio manager for our Adviser may have an incentive to favor the higher fee and/or performance-based fee accounts over us and/or to favor Blue Owl. In addition, a conflict of interest exists to the extent our Adviser, its affiliates, or any of their respective executives, portfolio managers or employees have proprietary or personal investments in other investment companies or accounts or when certain other investment companies or accounts are investment options in our Adviser’s or its affiliates’ employee benefit plans. In these circumstances, our Adviser has an incentive to favor these other investment companies or accounts over us. Our board of directors will seek to monitor these conflicts but there can be no assurances that such monitoring will fully mitigate any such conflicts.

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The Adviser and its affiliates may face conflicts of interest with respect to services performed for issuers in which we may invest.

Our Adviser and its affiliates may provide a broad range of financial services to companies in which we may invest, including providing arrangement, syndication, origination structuring and other services to portfolio companies, and will generally be paid fees for such services, in compliance with applicable law, by the portfolio company. Any compensation received by our Adviser or its affiliates for providing these services will not be shared with us and may be received before we realize a return on our investment. In addition, we may invest in companies managed by entities in which funds managed by Dyal (the “Dyal Clients”) have acquired a minority interest. Our Adviser and its affiliates may face conflicts of interest with respect to services performed for these companies, on the one hand, and investments recommended to us, on the other hand and could, in certain instances, have an incentive not to pursue actions against a portfolio company that would be in our best interest.

We may compete for capital and investment opportunities with other entities managed by our Adviser or its affiliates, subjecting our Adviser to certain conflicts of interests.

Our Adviser will experience conflicts of interest in connection with the management of our business affairs relating to and arising from a number of matters, including: the allocation of investment opportunities by our Adviser and its affiliates; compensation to our Adviser; services that may be provided by our Adviser and its affiliates to issuers in which we may invest; investments by us and other clients of our Adviser, subject to the limitations of the 1940 Act; the formation of additional investment funds managed by our Adviser; differing recommendations given by our Adviser to us versus other clients; our Adviser’s use of information gained from issuers in our portfolio for investments by other clients, subject to applicable law; and restrictions on our Adviser’s use of “inside information” with respect to potential investments by us.

Specifically, we may compete for investments with the other Blue Owl Clients, subjecting our Adviser and its affiliates to certain conflicts of interest in evaluating the suitability of investment opportunities and making or recommending investments on our behalf. To mitigate these conflicts, the Owl Rock Advisers will seek to execute such transactions for all of the participating investment accounts, including us, on a fair and equitable basis and in accordance with the Owl Rock Advisers’ investment allocation policy, taking into account such factors as the relative amounts of capital available for new investments; cash on hand; existing commitments and reserves; the investment programs and portfolio positions of the participating investment accounts, including portfolio construction, diversification and concentration considerations; the investment objectives, guidelines and strategies of each client; the clients for which participation is appropriate’ each client’s life cycle; targeted leverage level; targeted asset mix and any other factors deemed appropriate.

Actions by our Adviser or its affiliates on behalf of their other accounts and clients may be adverse to us and our investments and harmful to us.

The Owl Rock Advisers and their affiliates manage assets for accounts other than us, including, but not limited to, the Blue Owl Clients. Actions taken by the Owl Rock Advisers and their affiliates on behalf of the Blue Owl Clients may be adverse to us and our investments, which could harm our performance. For example, we may invest in the same credit obligations as other Blue Owl Clients, although, to the extent permitted under the 1940 Act, our investments may include different obligations or levels of the capital structure of the same issuer. Decisions made with respect to the securities held by one of the Blue Owl Clients may cause (or have the

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potential to cause) harm to the different class of securities of the issuer held by other Blue Owl Clients (including us). While the Owl Rock Advisers and their affiliates have developed general guidelines regarding when two or more funds can invest in different parts of the same company’s capital structure and created a process that they employ to handle those conflicts when they arise, their decision to permit the investments to occur in the first instance or their judgment on how to minimize the conflict could be challenged. If the Owl Rock Advisers and their affiliates fail to appropriately address those conflicts, it could negatively impact their reputation and ability to raise additional funds and the willingness of counterparties to do business with them or result in potential litigation against them.

Our access to confidential information may restrict our ability to take action with respect to some investments, which, in turn, may negatively affect our results of operations.

We, directly or through our Adviser, may obtain confidential information about the companies in which we have invested or may invest or be deemed to have such confidential information. Our Adviser may come into possession of material, non-public information through its members, officers, directors, employees, principals or affiliates. In addition, Dyal Clients may invest in entities that manage our portfolio companies and, as a result, may obtain additional confidential information about our portfolio companies. The possession of such information may, to our detriment, limit the ability of us and our Adviser to buy or sell a security or otherwise to participate in an investment opportunity. In certain circumstances, employees of our Adviser may serve as board members or in other capacities for portfolio or potential portfolio companies, which could restrict our ability to trade in the securities of such companies. For example, if personnel of our Adviser come into possession of material non-public information with respect to our investments, such personnel will be restricted by our Adviser’s information-sharing policies and procedures or by law or contract from sharing such information with our management team, even where the disclosure of such information would be in our best interests or would otherwise influence decisions taken by the members of the management team with respect to that investment. This conflict and these procedures and practices may limit the freedom of our Adviser to enter into or exit from potentially profitable investments for us, which could have an adverse effect on our results of operations. Accordingly, there can be no assurance that we will be able to fully leverage the resources and industry expertise of our Adviser in the course of its duties. Additionally, there may be circumstances in which one or more individuals associated with our Adviser will be precluded from providing services to us because of certain confidential information available to those individuals or to other parts of our Adviser.

To the extent we invest in publicly traded companies, we may be unable to obtain financial covenants and other contractual rights, which subjects us to additional risks.

If we invest in instruments issued by publicly-held companies, we may be subject to risks that differ in type or degree from those involved with investments in privately-held companies. Such risks include, without limitation, greater volatility in the valuation of such companies, increased obligations to disclose information regarding such companies, limitations on our ability to dispose of such instruments at certain times, increased likelihood of shareholder litigation against such companies’ board members and increased costs associated with each of the aforementioned risks. In addition, to the extent we invest in publicly traded debt instruments, we may not be able to obtain financial covenants or other contractual rights that we might otherwise be able to obtain when making privately-negotiated investments. We may not have the same access to information in connection with investments in public debt instruments that we would expect to have in connection with privately-negotiated investments. If we or the Adviser were deemed to have material, nonpublic information regarding the issuer of a publicly traded instrument in which we have invested, we may be limited in our ability to make new investments or sell existing investments in such issuer.

Cybersecurity risks and cyber incidents may adversely affect our business or the business of our portfolio companies by causing a disruption to our operations or the operations of our portfolio companies, a compromise or corruption of our confidential information or the confidential information of our portfolio companies and/or damage to our business relationships or the business relationships of our portfolio companies, all of which could negatively impact the business, financial condition and operating results of us or our portfolio companies.

A cyber incident is considered to be any adverse event that threatens the confidentiality, integrity or availability of the information resources of us or our portfolio companies. These incidents may be an intentional attack or an unintentional event and could involve gaining unauthorized access to our information systems or those of our portfolio companies or third-party vendors for purposes of misappropriating assets, stealing confidential information, corrupting data or causing operational disruption. Despite careful security and controls design, the information technology systems of our portfolio companies and our third-party vendors, may be subject to security breaches and cyber-attacks the result of which could include disrupted operations, misstated or unreliable financial data, liability for stolen assets or information, increased cybersecurity protection and insurance costs, litigation and damage to business relationships. As our, our portfolio companies’ and our third party vendor’s reliance on technology has increased, so have the risks posed to our information systems, both internal and those provided by third-party service providers, and the information systems of our portfolio companies and third-party vendors. We have implemented processes, procedures and internal controls to help mitigate cybersecurity risks and cyber intrusions, but these measures, as well as our increased awareness of the nature and extent of a

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risk of a cyber-incident, do not guarantee that a cyber-incident will not occur and/or that our financial results, operations or confidential information will not be negatively impacted by such an incident. Further, the remote working conditions resulting from the COVID-19 pandemic have heightened our and our portfolio companies’ vulnerability to a cybersecurity risk or incident.

We cannot predict how new tax legislation will affect us, our investments, or our stockholders, and any such legislation could adversely affect our business.

Legislative or other actions relating to taxes could have a negative effect on us. The rules dealing with U.S. federal income taxation are constantly under review by persons involved in the legislative process and by the Internal Revenue Service and the U.S. Treasury Department. The Biden Administration has proposed significant changes to the existing U.S. tax rules, and there are a number of proposals in Congress that would similarly modify the existing U.S. tax rules. The likelihood of any such legislation being enacted is uncertain, but new legislation and any U.S. Treasury regulations, administrative interpretations or court decisions interpreting such legislation could significantly and negatively affect our ability to qualify for tax treatment as a RIC or the U.S. federal income tax consequences to us and our investors of such qualification, or could have other adverse consequences. Investors are urged to consult with their tax advisor regarding tax legislative, regulatory, or administrative developments and proposals and their potential effect on an investment in our common stock.

The interest rates of our term loans to our portfolio companies that extend beyond 2021 might be subject to change based on recent regulatory changes, including the decommissioning of LIBOR.

LIBOR is the basic rate of interest used in lending transactions between banks on the London interbank market and is widely used as a reference for setting the interest rate on loans globally. We typically use LIBOR as a reference rate in term loans we extend to portfolio companies such that the interest due to us pursuant to a term loan extended to a portfolio company is calculated using LIBOR. The terms of our debt investments generally include minimum interest rate floors which are calculated based on LIBOR.

On March 5, 2021, the United Kingdom's Financial Conduct Authority (the "FCA"), which regulates LIBOR, announced that it will not compel panel banks to contribute to the overnight 1, 3, 6 and 12 months USA LIBOR tenors after June 30, 2023 and all other tenors after December 31, 2021. It is unclear if at that time LIBOR will cease to exist or if new methods of calculating LIBOR will be established such that it continues to exist after 2021. Central banks and regulators in a number of major jurisdictions (for example, United States, United Kingdom, European Union, Switzerland and Japan) have convened working groups to find, and implement the transition to, suitable replacements for interbank offered rates ("IBORs"). In addition, on March 25, 2020, the FCA stated that although the central assumption that firms cannot rely on LIBOR being published after the end of 2021 has not changed, the outbreak of COVID-19 has impacted the timing of many firms' transition planning, and the FCA will continue to assess the impact of the COVID-19 outbreak on transition timelines and update the marketplace as soon as possible.

To identify a successor rate for U.S. dollar LIBOR, the Alternative Reference Rates Committee ("ARRC"), a U.S.-based group convened by the U.S. Federal Reserve Board and the Federal Reserve Bank of New York, was formed. The ARRC has identified the Secured Overnight Financing Rate ("SOFR") as its preferred alternative rate for LIBOR. SOFR is a measure of the cost of borrowing cash overnight, collateralized by U.S. Treasury securities, and is based on directly observable U.S. Treasury-backed repurchase transactions. On July 29, 2021, the ARCC formally recommended SOFR as its preferred alternative replacement rate for LIBOR. Although SOFR appears to be the preferred replacement rate for U.S. dollar LIBOR, at this time, it is not possible to predict the effect of any such changes, any establishment of alternative reference rates or other reforms to LIBOR that may be enacted in the United States, United Kingdom or elsewhere or, whether the COVID-19 outbreak will have further effect on LIBOR transition plans.

The elimination of LIBOR or any other changes or reforms to the determination or supervision of LIBOR could have an adverse impact on the market value of and/or transferability of any LIBOR-linked securities, loans, and other financial obligations or extensions of credit held by or due to us or on our overall financial condition or results of operations. In addition, while the majority of our LIBOR-linked loans contemplate that LIBOR may cease to exist and allow for amendment to a new base rate without the approval of 100% of the lenders, if LIBOR ceases to exist, we will still need to renegotiate the credit agreements extending beyond 2021 with our portfolio companies that utilize LIBOR as a factor in determining the interest rate, in order to replace LIBOR with the new standard that is established, which may have an adverse effect on our overall financial condition or results of operations. Following the replacement of LIBOR, some or all of these credit agreements may bear interest at a lower interest rate, which could have an adverse impact on the value and liquidity of our investment in these portfolio companies and, as a result on our results of operations. Moreover, if LIBOR ceases to exist, we may need to renegotiate certain terms of our credit facilities. If we are unable to do so, amounts drawn under our credit facilities may bear interest at a higher rate, which would increase the cost of our borrowings and, in turn, affect our results of operations.

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

In order to satisfy the reinvestment portion of our dividends for the six months ended June 30, 2021, we issued the following shares of common stock to stockholders of record on the dates noted below who did not opt out of our dividend reinvestment plan. These issuances were not subject to the registration requirements of the Securities Act of 1933, as amended.

Date of Issuance	Record Date	Number of Shares		Purchase Price per Share
January 27, 2021	January 26, 2021		346,632	$	8.90
February 24, 2021	February 23, 2021		351,810	$	8.90
March 31, 2021	March 30, 2021		443,552	$	8.95
April 28, 2021	April 27, 2021		357,839	$	8.95
May 26, 2021	May 25, 2021		364,726	$	8.93
June 30, 2021	June 29, 2021		450,718	$	8.99

All shares purchased by us pursuant to the terms of each offer to repurchase will be retired and thereafter will be authorized and unissued shares.

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Offer Date	Tender Offer Expiration	Tender Offer		Purchase Price per Share		Shares Repurchased
March 4, 2019	March 29, 2019	$	6,207,452	$	9.06		119,874
May 13, 2019	June 10, 2019	$	9,039,928	$	9.07		100,108
August 19, 2019	September 16, 2019	$	13,085,063	$	9.08		234,693
November 18, 2019	December 16, 2019	$	16,984,077	$	9.02		396,914
March 9, 2020	April 3, 2020	$	21,398,616	$	8.30		1,462,441
May 26, 2020	June 22, 2020	$	16,280,933	$	8.60		600,204
August 24, 2020	September 21, 2020	$	21,493,631	$	8.78		1,797,979
November 16, 2020	December 14, 2020	$	16,153,577	$	8.78		794,091
March 10, 2021	April 6, 2021	$	18,995,153	$	8.95		1,945,553
June 1, 2021	June 28, 2021	$	19,621,539	$	8.99		2,182,596

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

Investment Team and Investment Committee

The Adviser's investment team (the “Investment Team”) is 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 the investment committee. The Investment committee is comprised of Douglas I. Ostrover, Marc S. Lipschultz, Craig W. Packer, Alexis Maged and, effective September 1, 2021, Jeff Walwyn. Subject to the overall supervision of the Board, the Adviser manages our day-to-day operations, and provides investment advisory and management services to us.

The 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 investment committee reviews and determines whether to make prospective investments and monitors the performance of the investment portfolio. Each investment opportunity requires the approval of a majority of the members of the investment committee. Follow-on investments in existing portfolio companies may require the 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 investment committee.

Mr. Walwyn, 41, is a Managing Director in the Owl Rock division of Blue Owl, serves as the Head of Underwriting nontechnology for each of the Owl Rock Advisers and, effective September 1, 2021, serves as a member of the Investment Committee of the Adviser and ORDA. Prior to joining Owl Rock in 2017, Mr. Walwyn was a Managing Director with Guggenheim Partners from 2015 until 2017. Upon Apollo Global Management’s acquisition of Gulf Steam Asset management in 2011, Mr. Walwyn joined Apollo and was a Principal until 2014. Prior to its acquisition by Apollo, Mr. Walwyn was a Vice President at Gulf Stream Asset Management where he started in 2006. Earlier in his career, Mr. Walwyn worked in Investment Banking with JPMorgan. Mr. Walwyn received a B.A. from Cornell University and an M.B.A. from Duke University’s Fuqua School of Business and is a CFA charterholder.

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Executive Officers

On August 9, 2021, the Board, appointed Bryan Cole to serve as the Company's Chief Operating Officer, effective September 1, 2021. The Board also appointed Alan Kirshenbaum, who currently serves as the Company's Chief Operating Officer and Treasurer, to serve as the Company's Executive Vice President, Matthew Swatt and Shari Withem to serve as the Company's Co-Treasurers and Co-Chief Accounting Officers and Jonathan Lamm to serve as the Company’s Vice President, each effective September 1, 2021.

Mr. Lamm, 47, is a Managing Director of Blue Owl and effective September 1, 2021, he will also serve as the Chief Financial Officer and Chief Operating Officer of Owl Rock Capital Corporation and as a Vice President of the Company and Owl Rock Capital Corporation III. Prior to joining Owl Rock, a division of Blue Owl, in April 2021, Mr. Lamm served as the Chief Financial Officer and Treasurer of Goldman Sachs BDC, Inc. (“GSBD”), a business development company traded on the New York Stock Exchange. Mr. Lamm was responsible for building and overseeing GSBD's finance, treasury, accounting and operations functions from April 2013 through March 2021, including during its initial public offering in March 2015. During his time at Goldman Sachs, Mr. Lamm also served as Chief Financial Officer and Treasurer of Goldman Sachs Private Middle Market Credit LLC, Goldman Sachs Private Middle Market Credit II LLC and Goldman Sachs Middle Market Lending Corp. prior to the completion of its merger with GSBD in October 2020. Throughout his twenty-two years at Goldman Sachs, Mr. Lamm held various positions. From 2013 to 2021, Mr. Lamm served as Managing Director, Chief Operating Officer and Chief Financial Officer at GSAM Credit Alternatives. From 2007 to 2013, Mr. Lamm served as Vice President, Chief Operating Officer and Chief Financial Officer at GSAM Credit Alternatives. From 2005 to 2007, Mr. Lamm served as Vice President in the Financial Reporting group and, from 1999 to 2005, he served as a Product Controller. Prior to joining Goldman Sachs, Mr. Lamm worked in public accounting at Deloitte & Touche.

Mr. Swatt, 33, is a Principal of Blue Owl and serves as the Co-Controller for each of the Company, Owl Rock Capital Corporation, Owl Rock Capital Corporation III, Owl Rock Technology Finance Corp. and Owl Rock Core Income Corp. (the “Owl Rock BDCs”) and, effective September 1, 2021, he will also serve as the Co-Treasurer for the Company, Owl Rock Capital Corporation and Owl Rock Capital Corporation III and as the Co-Chief Accounting Officer for the Company and Owl Rock Capital Corporation III. Prior to joining Owl Rock in May 2016, Mr. Swatt was an Assistant Controller at Guggenheim Partners in their Private Credit group, where he was responsible for the finance, accounting, and financial reporting functions. Preceding that role, Mr. Swatt worked within the Financial Services—Alternative Investments practice of PricewaterhouseCoopers LLP where he specialized in financial reporting, fair valuation of illiquid investments and structured products, internal controls and other technical accounting matters pertaining to alternative investment advisors, hedge funds, business development companies and private equity funds. Mr. Swatt received a B.S. in Accounting from the University of Maryland and is a licensed Certified Public Accountant in New York.

Ms. Withem, 38, is a Principal of Blue Owl and serves as the Co-Controller for each of the Owl Rock BDCs and, effective September 1, 2021, she will also serve as the Co-Treasurer for the Company, Owl Rock Capital Corporation and Owl Rock Capital Corporation III and as the Co-Chief Accounting Officer for the Company and Owl Rock Capital Corporation III. Prior to joining Owl Rock in March 2018, Ms. Withem was Vice President of TPG Special Situation Partners, a business development company traded on the NYSE (TSLX), where she was responsible for accounting, financial reporting, treasury and internal controls functions. Preceding that role, Ms. Withem worked for MCG Capital Corporation, a business development company formerly traded on the Nasdaq (MCGC) and Deloitte in the Audit and Assurance Practice. Ms. Withem received a B.S. in Accounting from James Madison University and is a licensed Certified Public Accountant in Virginia.

Biographical and other information about Messrs. Kirshenbaum and Cole can be found in the Company's definitive proxy statement filed with the Securities and Exchange Commission on July 9, 2021 and is incorporated by reference herein.

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Item 6. Exhibits, Financial Statement Schedules.

Exhibit Number		Description of Exhibits

3.1		Articles of Amendment and Restatement (incorporated by reference to Exhibit (a)(3) to Post-Effective Amendment No. 1 to the Registration Statement on Form N-2, filed on April 4, 2017).

3.2		Articles of Amendment (incorporated by reference to Exhibit 3.1 to the Company’s current Report on Form 8-K, filed on June 18, 2019).

3.3		First Amended and Restated Bylaws (incorporated by reference to Exhibit (b) to Post-Effective Amendment No. 1 to the Registration Statement on Form N-2, filed on April 4, 2017).

10.1		Third Amended and Restated Investment Advisory Agreement between Owl Rock Capital Corporation II and Owl Rock Capital Advisors LLC, dated May 18, 2021 (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K, filed on May 19, 2021).

10.2		Amended and Restated Administration Agreement between Owl Rock Capital Corporation and Owl Rock Capital Advisors LLC, dated May 18, 2021 (incorporated by reference to Exhibit 10.2 to the Company’s current report on Form 8-K, filed on May 19, 2021).

31.1*		Certification of Principal Executive Officer 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.

31.2*		Certification of Principal Financial Officer 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.

32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

99.1*		Code of Ethics.

________________

* Filed herewith.

** Furnished herewith.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

	Owl Rock Capital Corporation II

Date: August 10, 2021	By:	/s/ Craig W. Packer
		Craig W. Packer
		Chief Executive Officer

Date: August 10, 2021	By:	/s/ Bryan Cole
		Bryan Cole
		Chief Financial Officer and Chief Accounting Officer

132

EX-31.1 2 orccii-ex311_6.htm EX-31.1 orccii-ex311_6.htm

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 Owl Rock Capital Corporation II, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Owl Rock Capital Corporation II (the “registrant”) for the quarter ended June 30, 2021;

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.

Date: August 10, 2021	By:	/s/ Craig W. Packer
		Craig W. Packer
		Chief Executive Officer

EX-31.2 3 orccii-ex312_7.htm EX-31.2 orccii-ex312_7.htm

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, Bryan Cole, Chief Financial Officer of Owl Rock Capital Corporation II, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Owl Rock Capital Corporation II (the “registrant”) for the quarter ended June 30, 2021;

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.

Date: August 10, 2021	By:	/s/ Bryan Cole
		Bryan Cole
		Chief Financial Officer and Chief Accounting Officer

EX-32.1 4 orccii-ex321_9.htm EX-32.1 orccii-ex321_9.htm

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 Owl Rock Capital Corporation II (the “Company”), does hereby certify that to the undersigned’s knowledge:

1) the Company’s Form 10-Q for the quarter ended June 30, 2021 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 June 30, 2021 fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 10, 2021	By:	/s/ Craig W. Packer
		Craig W. Packer
		Chief Executive Officer

EX-32.2 5 orccii-ex322_8.htm EX-32.2 orccii-ex322_8.htm

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 Owl Rock Capital Corporation II (the “Company”), does hereby certify that to the undersigned’s knowledge:

1) the Company’s Form 10-Q for the quarter ended June 30, 2021 fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

Date: August 10, 2021	By:	/s/ Bryan Cole
		Bryan Cole
		Chief Financial Officer and Chief Accounting Officer

EX-99.1 6 orccii-ex991_74.htm EX-99.1 orccii-ex991_74.htm

Exhibit 99.1

Code of Ethics – Personal Account Dealing

______________________________________________________________________________

I. Entities Covered by This Policy

•The “Blue Owl Advisers”:

(1)Owl Rock Capital Advisors LLC

(2)Owl Rock Private Fund Advisors LLC

(3)Owl Rock Technology Advisors LLC

(4)Owl Rock Diversified Advisors LLC

(5)Dyal Advisors LLC

(6)Dyal IV Advisors LLC

•The “Owl Rock BDCs”:

(1)Owl Rock Capital Corporation

(2)Owl Rock Capital Corporation II

(3)Owl Rock Core Income Corp

(4)Owl Rock Capital Corporation III

(5)Owl Rock Technology Finance Corp

•Blue Owl Securities LLC (collectively with the Blue Owl Advisers and Owl Rock BDCs, the “Companies”).

II. Purpose of These Policies and Procedures

Each of the Blue Owl Advisers, as investment advisers registered with the SEC, and each of the Owl Rock BDCs, as funds that have elected to be regulated as business development companies, are required by applicable rules and regulations to adopt a Code of Ethics. The Code of Ethics must set forth standards of conduct expected by Access Persons, as defined below, of the Blue Owl Advisers and the Owl Rock BDCs and address conflicts of interest that may arise between the Blue Owl Advisers and Owl Rock BDCs and their respective employees, including those that may arise from personal securities transactions by employees. Owl Rock Securities, as the Owl Rock BDCs’ affiliated principal underwriter, and its employees are also subject to these requirements.

It is the Companies’ policy that you may not, in connection with the purchase or sale, directly or indirectly, of any security held or to be acquired by any client who has entered into an investment management agreement with the Companies:

•employ any device, scheme or artifice to defraud a client;

•make any untrue statement of a material fact to a client or omit to state a material fact necessary in order to make the statements made to a client, in light of the circumstances under which they are made, not misleading;

•engage in an act, practice, or course of business that operates or would operate as a fraud or deceit on a client; or

•engage in any manipulative practice with respect to a client.

Each of the Owl Rock BDCs has adopted this Code of Ethics, which contains provisions it deems reasonably appropriate to prevent those of its affiliated persons who are Access Persons from engaging in any of these prohibited acts. In addition, this policy constitutes the code of ethics for the Owl Rock BDCs pursuant to Rule 17j-1 under the 1940 Act.

Code of Ethics – Personal Account Dealing

III. Scope

This policy governs the personal securities transactions of Access Persons. Access Persons include:

•employees of the Companies;

•officers and directors (including non-interested directors, as indicated) of the Owl Rock BDCs; and

•in certain circumstances, consultants and temporary employees of the aforementioned entities.

A complete definition of “Access Persons” is included in Appendix A of this policy.

This policy also governs securities transactions in accounts over which Access Persons exercise discretion or control. This will typically include, but is not necessarily limited to, trades effected in accounts of the following:

•your spouse or civil partner, dependent children or step-children (whether or not minors), living in your home as well as any other member of your household;

•legal entities in which you have an interest exceeding 20%;

•any other person whose relationship with you is such that you have a direct or indirect material interest in the outcome of the trade; and

•accounts where you act as trustee, personal representative or agent.

The Compliance Department is available to answer any questions you may have regarding whether an account or holding/transaction within an account needs to be reported.

The Companies’ general policy is that all brokerage accounts should be disclosed, including those managed on behalf of an Access Person on a discretionary basis by a third party. Depending on the facts and circumstances of each account, you may not need to report transactions or holdings in one or more of your brokerage accounts. In all cases, however, any such determination will ultimately be made by the applicable CCO or her designee.

IV. Risk Considerations

In developing this Code of Ethics, the Companies considered the material risks associated with failing to implement and comply with the Code of Ethics requirements under applicable law, which may include severe legal and regulatory penalties as well as reputational risks related to conflicted trading activity.

V. Policies Relating to Your Personal Account Dealing¹


Reporting Requirements

¹	Please note, Blue Owl Securities LLC employees may be subject to more stringent requirements. Please refer to the Blue Owl Securities LLC Written Supervisory Procedures for additional requirements.

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Code of Ethics – Personal Account Dealing

In the event that the Companies cannot establish a direct feed with your broker(s), you will be required to manually input this information into Comply Sci. The Compliance Department may periodically request brokerage statements for these accounts for testing purposes.


Reporting Requirements
Holdings Reports (Initial and Annual)	Within 10 days after you have commenced employment with the Companies and annually thereafter, you must submit a list of brokerage accounts and securities holdings current as of a date no more than forty-five days prior to your date of hire or the date of the annual report, as applicable. This reporting is done via Comply Sci.² A list of information required to be included in these reports is included in Appendix A. Note- Non-interested directors of the Owl Rock BDCs need not submit holdings reports.
New Account Reporting	You must report new accounts in which any securities were held during the quarter. This report must contain: •the name of the broker, dealer or bank with which you have established the account; •the date the account was established; and •the date that report is submitted to the Compliance Department. This reporting is done via Comply Sci. Note- New accounts may only be opened at brokerage firms that have a reporting relationship with Comply Sci. For a complete list, please contact a member of the Compliance Department for assistance.
Quarterly Reporting of Activity	You must report, within thirty days of the end of the calendar quarter, a list of transactions in reportable securities even if not executed through a broker-dealer or subject to preclearance in which you have or had any direct or indirect beneficial ownership (defined in Appendix A below) during the quarter. This reporting is done via Comply Sci.³ A list of information required to be included in these reports is included in Appendix A. Note- Non-interested directors of the Owl Rock BDCs need not submit a quarterly transaction report, unless the non-interested director knew or, in the ordinary course of fulfilling his or her official duties as a director, should have known that during the fifteen (15) day period immediately before or after such non-interested director’s transaction in a security, the Owl Rock BDC purchased or sold the security or the Owl Rock BDC considered purchasing or selling the security.

³	In the event that the Companies cannot establish a direct feed with your broker(s), you will be required to manually input this information into Comply Sci. The Compliance Department may periodically request brokerage statements for these accounts for testing purposes.

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Code of Ethics – Personal Account Dealing


Reporting Requirements
Initial and Annual Certifications	At time of hire and annually thereafter, you will be requested to certify to your receipt of and intent to comply with this Code of Ethics. You must also certify annually that you have read and understood the Code of Ethics and recognize that you are subject to the Code of Ethics. In addition, you must certify annually that you have complied with the requirements of the Code of Ethics and that you have disclosed or reported all personal securities transactions required to be disclosed or reported pursuant to the requirements of the Code of Ethics. This reporting is done via Comply Sci.
Disclaimer of Beneficial Ownership	You may at any time or from time to time deliver to the CCO a statement that your submission of any report hereunder or the delivery on your behalf of any duplicate account statement or information required under this Code of Ethics shall not be construed as an admission by you that you have any direct or indirect beneficial ownership in the security to which the report or duplicate account statement or information relates.

Trading Requirements

Please note that this is not an exhaustive list of all possible types of securities transactions but is presented here as a guideline for employees who wish to trade securities in their personal accounts. If you are not sure whether preclearance is required prior to effecting a trade or whether accounts or particular trades/holdings in an account need to be reported, you must speak to a member of the Compliance Department prior to effecting the trade.

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Code of Ethics – Personal Account Dealing

Where preclearance is indicated in the chart below, preclearance must be requested through Comply Sci and it will be valid for five (5) business days from the day that approval was granted. If preclearance approval is not granted, you are not permitted to engage in the proposed transaction and should direct any further inquiries to the CCO.⁴


Transaction Type	Pre-trade requirements*	Reporting Required
Purchase of publicly traded securities not covered by any of the requirements enumerated below (e.g., single name exchange traded securities, fixed income securities)	Securities with a market cap of less than $15 billion = Transaction not permitted. Securities with a market cap of more than $15 billion = Preclearance required. Transactions may only be effected in accounts that have a reporting relationship with Comply Sci.	Yes
Sale of publicly traded securities not covered by any of the requirements enumerated below (e.g., single name exchange traded securities, fixed income securities)	Preclearance required.	Yes
Shares issued by money market or open-end mutual funds registered pursuant to the 1940 Act	No requirements prior to trade.	No
Shares issued by publicly offered real estate investment trusts (REITS), unit investment trusts, exchange traded funds (ETFs) or closed end funds registered pursuant to the 1940 Act other than private or exchange traded BDCs	No requirements prior to trade.	Yes
Investments in 529 Plans	No requirements prior to trade.	No

⁴

An employee cannot preclear trades in his or her personal account or review his or her own reports submitted under this policy. Such approvals, preclearance and reviews are to be completed by other employees with guidance from the CCO. The CFO or General Counsel will review and waive or preclear requests or reports submitted under these policies by the CCO.

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Code of Ethics – Personal Account Dealing


Transaction Type	Pre-trade requirements*	Reporting Required
Trading in shares of Blue Owl Capital, Inc. (NYSE:OWL)	Any trading in OWL is typically only permitted once a quarter during a time designated by the CCO or General Counsel. Refer to the Insider Trading Policy – Transactions in Blue Owl Securities for further discussion on policies and procedures relating to trading in OWL.	Yes
Trading securities of any publicly listed Owl Rock BDC	Any trading in a publicly listed Owl Rock BDC is typically only permitted once a quarter during a time designated by the CCO or General Counsel. Unless you are an officer or director of one of the publicly listed Owl Rock BDCs preapproval is not required. If, for any reason, you believe that you may have material nonpublic information about a publicly listed Owl Rock BDC, you should speak to the CCO or General Counsel prior to effecting any trades. Refer to the Insider Trading Policy – Transactions in ORCC Securities for further discussion on policies and procedures relating to trading in publicly listed Owl Rock BDCs.	Yes
Direct investments in a private fund (including private BDCs) sponsored by the Companies or their affiliates	Preclearance required (blanket preclearance provided for purchases of funds sponsored by the Companies or their affiliates).	Yes
Direct investments in a private (limited) offering	Preclearance required. Approval, if granted, is valid for 120 days, unless specifically specified otherwise. Please note that the Companies do not typically permit employees to invest in private offerings that have been considered and then rejected for investment by clients. Additional procedures are required for investments in private offerings where the sponsor of the private offering does business with the Companies and their affiliates.	Yes

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Code of Ethics – Personal Account Dealing


Transaction Type	Pre-trade requirements*	Reporting Required
Investments in non-listed closed-end funds, including BDCs (other than Owl Rock non-listed BDCs) and private REITS	Preclearance required. Please note this type of transaction will generally not be approved.	Yes
State, municipal and local government securities	No requirements prior to trade.	Yes
Direct obligations of the US government, commercial paper, bank certificates of deposit, bankers’ acceptances or high-quality short-term debt instruments	No requirements prior to trade.	No
Initial Public Offering	Transaction not permitted.	N/A
Transactions between you and a Blue Owl Client	Transaction not permitted.	N/A
Transactions in accounts where you do not have direct or indirect influence or control, such as those managed for you by a third party; provided that there is no communication or influence regarding the securities being purchased or sold between you and the portfolio manager prior to the transaction	No requirements prior to trade.	No You must report the account in Comply Sci and make a note that discretion has been provided to a third party. Quarterly, you will be required to provide us with information regarding this relationship. In addition, at least once each calendar year at a time chosen by the Compliance Department, you will be required to provide us with (1) a certification from the manager that the account is managed by them on a fully discretionary basis and (2) if not already provided through a direct feed in Comply Sci or duplicate brokerage statements, a listing of trades that occurred in that account during a period of time of Compliance’s choosing

7 | Page

Code of Ethics – Personal Account Dealing


Transaction Type	Pre-trade requirements*	Reporting Required
Transactions that are part of an automatic investment plan such as a dividend reinvestment plan, employee stock purchase plan etc.	No requirements prior to trade.	1.You must report the DRIP or ESOP account in Comply Sci and make note of the type of account 2.Individual transactions in these accounts do not need to be reported.
Transactions that are non-volitional, such as stock splits, mergers etc.	No requirements prior to trade.	Yes

*Note: These pre-trade requirements do not apply to transactions made in accounts over which you do not have direct or indirect influence or control. Such accounts must be disclosed to the Compliance Department and the CCO or her designee will affirmatively determine whether this exception is available before an Access Person may rely on it.

VI. Restricted List

From time to time, the CCO may place certain securities on the Restricted List.⁵

You may not trade in securities on the Restricted List for your personal account or accounts managed by you on behalf of others, unless specific approval has been received from the CCO. In addition, at times, the Restricted List may also contain prohibitions, restrictions and limitation on trading for accounts managed by the Companies.

VII. Compliance Reporting Requirements under the 1940 Act

No less frequently than annually, the CCO of each Owl Rock BDC must review this policy and the effectiveness of its implementation, and furnish to each Owl Rock BDC’s Board, and the Board must consider, a written report that:

•describes any issues arising under the Code or procedures since the last report to the Board, including but not limited to, information about material violations of the Code or procedures and sanctions imposed in response to the material violations; and

•certifies that the Owl Rock BDCs have adopted procedures reasonably necessary to prevent Access Persons from violating the Code.

VIII. Reporting a Violation

You are required to ensure that you do not violate this policy. You are expected to use good judgment in recognizing situations where a violation of this policy may occur and to ensure that no violations occur.

The Companies may take disciplinary action against you if you violate this policy, up to and including suspension or termination of employment at the discretion of the Companies’ management.

In addition to ensuring that you do not violate this policy, you are encouraged to report any concerns you may have under this policy to the CCO.

No officer, director or employee of the Companies or their affiliates may retaliate in any fashion against you if you report a suspected or actual violation of this policy in good faith. Making a report in “good faith” generally means that you have a reasonable and genuine belief that the information you are providing relates to a possible violation of law or this policy, regardless of whether the report turns out to be founded.

IX. Sanctions

Upon determination that a violation of this Code of Ethics has occurred, the Companies, as appropriate, may impose such sanctions as they deem appropriate, including, among other things, a memorandum of warning, a ban on personal trading or a suspension or termination of the employment of the violator. Where applicable, violations of this Code of Ethics and any sanctions imposed with respect thereto shall be reported in a timely manner to the applicable Board(s) of Directors (including as necessary, the boards of the Owl Rock BDCs or of Blue Owl Capital Inc.).

X. Books and Records

The books and records required to be maintained under this policy are listed in the Books and Records Requirements – Record Retention Policy under the section covering Personnel Supervision records.

⁵	At this time, the Companies do not publish the Restricted List. Please contact a member of the Compliance Department for additional information.

8 | Page

Code of Ethics – Personal Account Dealing


Change History – Revision Review Dates
March 2016 (adopted)	May 2021
August 2018
August 2020

9 | Page

Code of Ethics – Personal Account Dealing - Appendix A

Definitions

Access Person means:

•

any director, employee, officer, general partner, member or partner of the Owl Rock BDCs or the Blue Owl Advisers;

•

any director, officer or employee of the Owl Rock BDCs or the Blue Owl Advisers (or any company in a control relationship to the Owl Rock BDCs or the Blue Owl Adviser), who in connection with his or her regular functions or duties makes, participates in, or obtains information regarding the purchase or sale of any reportable security by the Owl Rock BDCs, or whose functions relate to the making of any recommendation with respect to such purchases or sales;

•

any supervised person who has access to nonpublic information regarding any Owl Rock BDC’s purchase or sale of securities or nonpublic information regarding the portfolio holdings of any Company, or who is involved in making securities recommendations to Owl Rock BDCs or has access to such recommendations that are nonpublic; and

•

any natural person in a control relationship to the Owl Rock BDCs or the Blue Owl Advisers who obtains information concerning recommendations made to the Owl Rock BDCs with regard to the purchase or sale of any reportable security by the Owl Rock BDCs.

Beneficial ownership means, in general, through any contract, arrangement, understanding, relationship, or otherwise, directly or indirectly having or sharing a pecuniary interest in a security. A pecuniary interest generally includes any opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the subject securities, and also includes interests of members of a person’s immediate family (i.e., any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, inclusive of adoptive relationships) sharing the same household, or by certain partnerships, trusts, corporations, or other arrangements.

Holdings Reports

The following information must be included in your initial and annual holdings reports:

A – for each security in which you have any direct or indirect beneficial ownership:

•

the title and type of security,

AND, AS APPLICABLE,

•

the exchange ticker symbol or CUSIP number,

•

number of shares, and

•

principal amount of each reportable security;

B – the name of any broker, dealer or bank with which you maintain an account in which any securities are held for your direct or indirect benefit; and

C – the date you have submitted the report to compliance.

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Code of Ethics – Personal Account Dealing - Appendix A

Quarterly Personal Securities Transaction Reporting

The following information must, at a minimum, be included for each transaction involving a reportable security in which you had, or as a result of the transaction acquired, any direct or indirect beneficial ownership during the quarter:

A – the date of the transaction;

B – the title of the security and, as applicable,

•the exchange ticker symbol or CUSIP number,

•interest rate and maturity date,

•number of shares, and

•principal amount of each reportable security involved;

C – the nature of the transactions, i.e., purchase, sale or any other type of acquisition or disposition;

D – the price of the reportable security at which the transaction was effected;

E – the name of the broker, dealer or bank with or through which the transaction was effected; and

F – the date you have submitted the report to compliance.

11 | Page

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