UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

________________________________________________________________________________________________

FORM 10-Q

________________________________________________________________________________________________

(Mark One)

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

For the quarterly period ended March 31, 2024

OR

o 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

________________________________________________________________________________________________

BLUE OWL 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 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 x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	x	Small reporting company	o
Emerging growth company	o

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 May 10, 2024, the registrant had 135,543,274 shares of common stock, $0.01 par value per share, outstanding.

i

Table of Contents

		Page
PART I.	FINANCIAL INFORMATION
Item 1.	Consolidated Financial Statements	3
	Consolidated Statements of Assets and Liabilities as of March 31, 2024 (Unaudited) and December 31, 2023	3
	Consolidated Statements of Operations for the Three Months Ended March 31, 2024 and 2023 (Unaudited)	4
	Consolidated Schedules of Investments as of March 31, 2024 (Unaudited) and December 31, 2023	5
	Consolidated Statements of Changes in Net Assets for the Three Months Ended March 31, 2024 and 2023 (Unaudited)	38
	Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2024 and 2023 (Unaudited)	39
	Notes to Consolidated Financial Statements (Unaudited)	40
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	74
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	114
Item 4.	Controls and Procedures	115
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	115
Item 1A.	Risk Factors	115
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	116
Item 3.	Defaults Upon Senior Securities	117
Item 4.	Mine Safety Disclosures	117
Item 5.	Other Information	117
Item 6.	Exhibits	118
	Signatures	119

ii

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements that involve substantial risks and uncertainties. Such statements involve known and unknown risks, uncertainties and other factors and undue reliance should not be placed thereon. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about Blue Owl Capital Corporation 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;

•the impact of elevated interest and inflation rates, ongoing supply chain and labor market disruptions, including those as a result of strikes, work stoppages or accidents, instability in the U.S. and international banking systems, and the risk of recession or a shutdown of government services could impact our business prospects and the prospects of our portfolio companies;

•an economic downturn could also impact availability and pricing of our financing and our ability to access the debt and equity capital markets;

•a contraction of available credit and/or an inability to access the equity markets could impair our lending and investment activities;

•changes in base interest rates and significant market volatility on our business and our portfolio companies (including our business prospects and the prospects of our portfolio companies including the ability to achieve our and their business objectives), our industry and the global economy including as a result of ongoing supply chain disruptions;

•interest rate volatility could adversely affect our results, particularly because we use leverage as part of our investment strategy;

•currency fluctuations could adversely affect the results of our investments in foreign companies, particularly to the extent that we receive payments denominated in foreign currency rather than U.S. dollars;

•our future operating results;

•our contractual arrangements and relationships with third parties;

•the ability of our portfolio companies to achieve their objectives;

•competition with other entities and our affiliates for investment opportunities;

•risks related to the uncertainty of the value of our portfolio investments, particularly those having no liquid trading market;

•the use of borrowed money to finance a portion of our investments as well as any estimates regarding potential use of leverage;

•the adequacy of our financing sources and working capital;

•the loss of key personnel;

•the timing of cash flows, if any, from the operations of our portfolio companies;

•the ability of Blue Owl Credit Advisors LLC (“the Adviser” or “our Adviser”) to locate suitable investments for us and to monitor and administer our investments;

•the ability of the Adviser to attract and retain highly talented professionals;

•our ability to qualify for and maintain our tax treatment as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), and as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”);

•the impact that environmental, social and governance matters could have on our brand and reputation and our portfolio companies;

•the effect of legal, tax and regulatory changes;

•the impact of information technology system failures, data security breaches, data privacy compliance, network disruptions, and cybersecurity attacks, and the increasing use of artificial intelligence and machine learning technology;

•the impact of geo-political conditions, including revolution, insurgency, terrorism or war, including those arising out of the ongoing war between Russia and Ukraine and the escalated conflict in the Middle-East, including the Israel-Hamas conflict, and general uncertainty surrounding the financial and political stability of the United States, the United Kingdom, the European Union and China, on financial market volatility, global economic markets, and various markets for commodities globally such as oil and natural gas; and

•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

1

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”).

2

PART I. FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements and Supplementary Data.

Blue Owl Capital Corporation II

Consolidated Statements of Assets and Liabilities

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

	March 31, 2024 (Unaudited)		December 31, 2023
Assets
Investments at fair value
Non-controlled, non-affiliated investments (amortized cost of $1,955,436 and $2,011,352 respectively)	$	1,961,891	$	2,018,525
Non-controlled, affiliated investments (amortized cost of $26,876 and $25,348, respectively)	28,407		27,339
Total investments at fair value (amortized cost of $1,982,312 and $2,036,700, respectively)	1,990,298		2,045,864
Cash	97,360		124,556
Foreign cash (cost of $813 and $1,787, respectively)	812		1,827
Interest and dividend receivable	20,501		17,811
Prepaid expenses and other assets	6,024		495
Total Assets	$	2,114,995	$	2,190,553
Liabilities
Debt (net of deferred unamortized debt issuance costs of $15,774 and $13,902, respectively)	$	850,804	$	881,098
Payables to affiliates	15,661		15,545
Distribution payable	4,054		4,210
Payable for investments purchased	201		—
Accrued expenses and other liabilities	29,376		26,213
Total Liabilities	900,096		927,066
Commitments and contingencies (Note 7)
Net Assets
Common shares $0.01 par value, 450,000,000 shares authorized; 135,122,336 and 140,341,642 shares issued and outstanding, respectively	1,351		1,403
Additional paid-in-capital	1,206,335		1,253,305
Accumulated undistributed (overdistributed) earnings	7,213		8,779
Total Net Assets	1,214,899		1,263,487
Total Liabilities and Net Assets	$	2,114,995	$	2,190,553
Net Asset Value Per Share	$	8.99	$	9.00

______________

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

3

Blue Owl Capital Corporation II

Consolidated Statements of Operations

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

(Unaudited)

	For the Three Months Ended March 31,
	2024		2023
Investment Income
Investment income from non-controlled, non-affiliated investments:
Interest income	$	53,384	$	55,205
Payment-in-kind interest income	6,623		7,041
Dividend income	5,030		3,984
Other income	916		464
Total investment income from non-controlled, non-affiliated investments	65,953		66,694
Investment income from non-controlled, affiliated investments:
Interest income	308		260
Dividend income	110		221
Other Income	22		48
Total investment income from non-controlled, affiliated investments	440		529
Total Investment Income	66,393		67,223
Operating Expenses
Interest expense	19,362		15,934
Management fee	7,698		8,504
Performance based incentive fees	6,299		6,946
Professional fees	1,223		1,268
Directors' fees	195		195
Other general and administrative	1,048		767
Total Operating Expenses	35,825		33,614
Recoupment of expense support (Note 3)	—		5,857
Net Operating Expenses	35,825		39,471
Net Investment Income (Loss) Before Taxes	30,568		27,752
Income tax expense (benefit), including excise tax expense (benefit)	862		864
Net Investment Income (Loss)	$	29,706	$	26,888
Net Realized and Change in Unrealized Gain (Loss)
Net change in unrealized gain (loss):
Non-controlled, non-affiliated investments	$	(729)	$	11,014
Non-controlled, affiliated investments	(459)		44
Income tax (provision) benefit	1		(94)
Translation of assets and liabilities in foreign currencies	(19)		1,221
Total Net Change in Unrealized Gain (Loss)	(1,206)		12,185
Net realized gain (loss):
Non-controlled, non-affiliated investments	$	—	$	(7,752)
Foreign currency transactions	(635)		14
Total Net Realized Gain (Loss)	(635)		(7,738)
Total Net Realized and Change in Unrealized Gain (Loss)	(1,841)		4,447
Net Increase (Decrease) in Net Assets Resulting from Operations	$	27,865	$	31,335
Earnings Per Share - Basic and Diluted	$	0.20	$	0.21
Weighted Average Shares Outstanding - Basic and Diluted	140,586,790		146,892,513

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

4

Blue Owl Capital Corporation II

Consolidated Schedule of Investments

As of March 31, 2024

(Amounts in thousands, except share amounts)

(Unaudited)

Company(1)(3)(19)	Investment	Interest		Maturity Date	Par / Units		Amortized Cost(4)(26)		Fair Value		Percentage of Net Assets
Non-controlled/non-affiliated portfolio company investments
Debt Investments(5)
Advertising and media
Broadcast Music, Inc. (13)(20)(21)	First lien senior secured loan	S +	5.75%	02/2030	$	4,536	$	4,425	$	4,423	0.4	%
Broadcast Music, Inc. (2)(6)(20)(21)	First lien senior secured revolving loan	S +	5.75%	02/2030	—		(20)		(21)		—	%
Global Music Rights, LLC (13)(20)(21)	First lien senior secured loan	S +	5.50%	08/2030	9,869		9,677		9,869		0.8	%
Global Music Rights, LLC (2)(6)(20)(21)	First lien senior secured revolving loan	S +	5.50%	08/2029	—		(12)		—		—	%
Monotype Imaging Holdings Inc. (13)(20)(21)	First lien senior secured loan	S +	5.50%	02/2031	19,219		19,076		19,069		1.6	%
Monotype Imaging Holdings Inc. (2)(6)(17)(20)(21)	First lien senior secured delayed draw term loan	S +	5.50%	02/2026	—		(6)		—		—	%
Monotype Imaging Holdings Inc. (2)(6)(20)(21)	First lien senior secured revolving loan	S +	5.50%	02/2030	—		(18)		(19)		—	%
							33,122		33,321		2.8	%
Aerospace and defense
Aviation Solutions Midco, LLC (dba STS Aviation) (13)(21)	First lien senior secured loan	S +	7.25%	01/2026	38,598		38,480		39,272		3.2	%
Peraton Corp. (13)(16)(21)	Second lien senior secured loan	S +	7.75%	02/2029	14,494		14,341		14,516		1.2	%
Valence Surface Technologies LLC (13)(20)(21)	First lien senior secured loan	S +	7.75% (3.88% PIK)	06/2025	34,765		34,654		31,462		2.6	%
Valence Surface Technologies LLC (6)(13)(20)(21)	First lien senior secured revolving loan	S +	7.75% (3.88% PIK)	06/2025	2,823		2,815		2,554		0.2	%
							90,290		87,804		7.2	%
Asset based lending and fund finance
AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC (18)(20)(21)(23)	First lien senior secured loan		12.00% PIK	07/2030	2,207		2,207		2,207		0.2	%
AAM Series 2.1 Aviation Feeder, LLC (18)(20)(21)(23)	First lien senior secured loan		12.00% PIK	11/2030	2,584		2,584		2,584		0.2	%
Hg Genesis 8 Sumoco Limited (8)(18)(20)(21)	Unsecured facility	SA +	6.00% PIK	08/2025	£	5,449	7,173		6,883		0.6	%
Hg Genesis 9 SumoCo Limited (10)(18)(20)(21)	Unsecured facility	E +	7.00% PIK	03/2027	€	1,082	1,185		1,168		0.1	%
Hg Saturn Luchaco Limited (8)(18)(20)(21)	Unsecured facility	SA +	7.50% PIK	03/2026	£	20,774	27,790		26,243		2.2	%
							40,939		39,085		3.3	%
Buildings and real estate
Associations, Inc. (13)(21)	First lien senior secured loan	S +	6.50% (2.50% PIK)	07/2027	40,422		40,205		40,421		3.3	%
Associations, Inc. (6)(13)(17)(20)(21)	First lien senior secured delayed draw term loan	S +	6.50% (2.50% PIK)	06/2024	326		324		326		0.0	%
Associations, Inc. (6)(13)(20)(21)	First lien senior secured revolving loan	S +	6.50%	07/2027	3,155		3,121		3,155		0.3	%
REALPAGE, INC. (12)(16)(21)	Second lien senior secured loan	S +	6.50%	04/2029	6,500		6,431		6,430		0.5	%
							50,081		50,332		4.1	%
Business services
CIBT Global, Inc. (9)(13)(20)(21)	First lien senior secured loan	S +	5.25%	05/2026	168		104		113		0.0	%
CIBT Global, Inc. (9)(13)(20)(21)	Second lien senior secured loan	S +	7.75% PIK	12/2026	11,237		4,712		1,489		0.1	%
Denali BuyerCo, LLC (dba Summit Companies) (13)(20)(21)	First lien senior secured loan	S +	5.50%	09/2028	5,861		5,782		5,861		0.5	%
Denali BuyerCo, LLC (dba Summit Companies) (2)(6)(20)(21)	First lien senior secured revolving loan	S +	5.50%	09/2027	—		(1)		—		0.0	%

5

Blue Owl Capital Corporation II

Consolidated Schedule of Investments (continued)

As of March 31, 2024

(Amounts in thousands, except share amounts)

(Unaudited)

Company(1)(3)(19)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(4)(26)	Fair Value	Percentage of Net Assets
Diamondback Acquisition, Inc. (dba Sphera) (12)(20)(21)	First lien senior secured loan	S +	5.50%	09/2028	624	615	618	0.1	%
Entertainment Benefits Group, LLC (12)(20)(21)	First lien senior secured loan	S +	5.25%	09/2025	843	840	847	0.1	%
Entertainment Benefits Group, LLC (6)(12)(20)(21)	First lien senior secured revolving loan	S +	5.25%	09/2025	53	53	54	0.0	%
Gainsight, Inc. (13)(20)(21)	First lien senior secured loan	S +	6.75% PIK	07/2027	6,387	6,332	6,355	0.5	%
Gainsight, Inc. (6)(13)(20)(21)	First lien senior secured revolving loan	S +	6.75% PIK	07/2027	458	450	454	0.0	%
Hercules Borrower, LLC (dba The Vincit Group) (13)(21)	First lien senior secured loan	S +	6.25%	12/2026	27,911	27,694	27,911	2.3	%
Hercules Borrower, LLC (dba The Vincit Group) (2)(6)(20)(21)	First lien senior secured revolving loan	S +	6.25%	12/2026	—	(23)	—	0.0	%
Hercules Buyer, LLC (dba The Vincit Group) (20)(21)(22)(23)	Unsecured notes		0.48% PIK	12/2029	828	828	927	0.1	%
Kaseya Inc. (13)(20)(21)	First lien senior secured loan	S +	6.00% (2.50% PIK)	06/2029	543	535	543	0.0	%
Kaseya Inc. (6)(17)(20)(21)	First lien senior secured delayed draw term loan	S +	5.50%	06/2025	—	—	—	0.0	%
Kaseya Inc.(13)(20)(21)	First lien senior secured delayed draw term loan	S +	5.50%	06/2029	2	2	2	0.0	%
Kaseya Inc. (6)(12)(20)(21)	First lien senior secured revolving loan	S +	5.50%	06/2029	8	8	8	0.0	%
KPSKY Acquisition, Inc. (dba BluSky) (13)(20)(21)	First lien senior secured loan	S +	5.25%	10/2028	975	961	968	0.1	%
KPSKY Acquisition, Inc. (dba BluSky) (6)(13)(17)(20)(21)	First lien senior secured delayed draw term loan	S +	5.75%	11/2025	1	—	1	—	%
						48,892	46,151	3.8	%
Chemicals
Advancion Holdings, LLC (fka Aruba Investments Holdings, LLC) (12)(21)	Second lien senior secured loan	S +	7.75%	11/2028	22,500	22,276	22,275	1.8	%
Gaylord Chemical Company, L.L.C. (13)(21)	First lien senior secured loan	S +	6.00%	03/2027	26,871	26,719	26,804	2.2	%
Gaylord Chemical Company, L.L.C. (2)(6)(20)(21)	First lien senior secured revolving loan	S +	6.00%	03/2026	—	(10)	(7)	0.0	%
Velocity HoldCo III Inc. (dba VelocityEHS) (13)(20)(21)	First lien senior secured loan	S +	5.75%	04/2027	5,963	5,886	5,963	0.5	%
Velocity HoldCo III Inc. (dba VelocityEHS) (6)(13)(20)(21)	First lien senior secured revolving loan	S +	5.75%	04/2026	46	43	46	0.0	%
						54,914	55,081	4.5	%
Consumer products
Conair Holdings LLC (12)(21)	Second lien senior secured loan	S +	7.50%	05/2029	42,256	41,756	42,045	3.5	%
Feradyne Outdoors, LLC (13)(20)(21)	First lien senior secured loan	S +	6.50% (3.95% PIK)	05/2026	644	644	591	0.0	%
Foundation Consumer Brands, LLC (13)(20)(21)	First lien senior secured loan	S +	6.25%	02/2027	3,179	3,121	3,179	0.3	%
Lignetics Investment Corp. (13)(20)(21)	First lien senior secured loan	S +	6.00%	11/2027	12,431	12,323	12,401	1.0	%
Lignetics Investment Corp. (6)(13)(20)(21)	First lien senior secured revolving loan	S +	6.00%	10/2026	196	187	192	0.0	%
SWK BUYER, Inc. (dba Stonewall Kitchen) (13)(20)(21)	First lien senior secured loan	S +	5.25%	03/2029	741	730	717	0.1	%
SWK BUYER, Inc. (dba Stonewall Kitchen) (2)(6)(20)(21)	First lien senior secured revolving loan	S +	5.25%	03/2029	—	(1)	(2)	0.0	%
WU Holdco, Inc. (dba Weiman Products, LLC) (13)(21)	First lien senior secured loan	S +	5.50%	03/2027	45,653	45,315	44,853	3.7	%
WU Holdco, Inc. (dba Weiman Products, LLC) (6)(13)(20)(21)	First lien senior secured revolving loan	S +	5.50%	03/2027	2,677	2,657	2,615	0.2	%
						106,732	106,591	8.8	%

6

Blue Owl Capital Corporation II

Consolidated Schedule of Investments (continued)

As of March 31, 2024

(Amounts in thousands, except share amounts)

(Unaudited)

Company(1)(3)(19)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(4)(26)	Fair Value	Percentage of Net Assets
Containers and packaging
Arctic Holdco, LLC (dba Novvia Group) (13)(20)(21)	First lien senior secured loan	S +	6.00%	12/2026	1,886	1,852	1,858	0.2	%
Arctic Holdco, LLC (dba Novvia Group) (2)(6)(17)(20)(21)	First lien senior secured delayed draw term loan	S +	6.00%	12/2024	—	(24)	(20)	—	%
Ascend Buyer, LLC (dba PPC Flexible Packaging) (13)(20)(21)	First lien senior secured loan	S +	6.40%	10/2028	755	750	753	0.1	%
Ascend Buyer, LLC (dba PPC Flexible Packaging) (6)(12)(20)(21)	First lien senior secured revolving loan	S +	6.25%	09/2027	26	26	26	0.0	%
Fortis Solutions Group, LLC (13)(20)(21)	First lien senior secured loan	S +	5.50%	10/2028	891	878	875	0.1	%
Fortis Solutions Group, LLC (6)(13)(20)(21)	First lien senior secured revolving loan	S +	5.50%	10/2027	4	3	3	0.0	%
Indigo Buyer, Inc. (dba Inovar Packaging Group) (13)(20)(21)	First lien senior secured loan	S +	6.25%	05/2028	886	879	883	0.1	%
Indigo Buyer, Inc. (dba Inovar Packaging Group) (6)(13)(20)(21)	First lien senior secured revolving loan	S +	6.25%	05/2028	60	59	60	0.0	%
Pregis Topco LLC (12)(21)	Second lien senior secured loan	S +	6.75%	08/2029	30,000	29,622	30,000	2.5	%
						34,045	34,438	3.0	%
Distribution
ABB/Con-cise Optical Group LLC (13)(20)(21)	First lien senior secured loan	S +	7.50%	02/2028	850	841	829	0.1	%
BradyPLUS Holdings, LLC (f/k/a BradyIFS Holdings, LLC) (13)(20)(21)	First lien senior secured loan	S +	6.00%	10/2029	29,156	28,880	29,011	2.4	%
BradyPLUS Holdings, LLC (f/k/a BradyIFS Holdings, LLC) (6)(13)(17)(20)(21)	First lien senior secured delayed draw term loan	S +	6.00%	10/2025	787	765	783	0.1	%
BradyPLUS Holdings, LLC (f/k/a BradyIFS Holdings, LLC) (2)(6)(20)(21)	First lien senior secured revolving loan	S +	6.00%	10/2029	—	(23)	(12)	0.0	%
Endries Acquisition, Inc. (13)(20)(21)	First lien senior secured loan	S +	5.25%	12/2028	18,565	18,432	18,425	1.5	%
Endries Acquisition, Inc. (6)(13)(17)(20)(21)	First lien senior secured delayed draw term loan	S +	5.25%	06/2024	3,899	3,866	3,864	0.3	%
Endries Acquisition, Inc. (2)(6)(17)(20)(21)	First lien senior secured delayed draw term loan	S +	5.25%	12/2025	—	(13)	(13)	—	%
Offen, Inc. (12)(21)	First lien senior secured loan	S +	5.00%	06/2026	4,657	4,641	4,657	0.4	%
						57,389	57,544	4.8	%
Education
Pluralsight, LLC (13)(20)(21)	First lien senior secured loan	S +	8.00%	04/2027	20,640	20,514	17,235	1.4	%
Pluralsight, LLC (13)(20)(21)	First lien senior secured revolving loan	S +	8.00%	04/2027	1,294	1,288	1,081	0.1	%
						21,802	18,316	1.5	%
Energy equipment and services
Dresser Utility Solutions, LLC (12)(20)(21)	First lien senior secured loan	S +	5.50%	03/2029	9,440	9,347	9,346	0.8	%
Dresser Utility Solutions, LLC (6)(17)(20)(21)	First lien senior secured delayed draw term loan	S +	5.50%	09/2025	—	—	—	—	%
Dresser Utility Solutions, LLC (2)(6)(20)(21)	First lien senior secured revolving loan	S +	5.50%	03/2029	—	(12)	(12)	—	%
						9,335	9,334	0.8	%
Financial services
Blackhawk Network Holdings, Inc. (12)(16)(20)(21)	First lien senior secured loan	S +	5.00%	03/2029	15,000	14,700	15,009	1.2	%
Finastra USA, Inc. (14)(18)(20)(21)	First lien senior secured loan	S +	7.25%	09/2029	3,776	3,733	3,757	0.3	%
Finastra USA, Inc. (6)(12)(18)(20)(21)	First lien senior secured revolving loan	S +	7.25%	09/2029	73	69	71	0.0	%

7

Blue Owl Capital Corporation II

Consolidated Schedule of Investments (continued)

As of March 31, 2024

(Amounts in thousands, except share amounts)

(Unaudited)

Company(1)(3)(19)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(4)(26)	Fair Value	Percentage of Net Assets
KRIV Acquisition Inc. (dba Riveron) (13)(20)(21)	First lien senior secured loan	S +	6.50%	07/2029	1,053	1,024	1,032	0.1	%
KRIV Acquisition Inc. (dba Riveron) (2)(6)(17)(20)(21)	First lien senior secured delayed draw term loan	S +	6.50%	07/2025	—	(2)	(1)	0.0	%
KRIV Acquisition Inc. (dba Riveron) (2)(6)(20)(21)	First lien senior secured revolving loan	S +	6.50%	07/2029	—	(4)	(3)	0.0	%
NMI Acquisitionco, Inc. (dba Network Merchants) (12)(20)(21)	First lien senior secured loan	S +	5.75%	09/2028	4,793	4,768	4,781	0.4	%
NMI Acquisitionco, Inc. (dba Network Merchants) (2)(6)(20)(21)	First lien senior secured revolving loan	S +	5.75%	09/2028	—	(1)	(1)	0.0	%
Smarsh Inc. (13)(20)(21)	First lien senior secured loan	S +	5.75%	02/2029	762	756	762	0.1	%
Smarsh Inc. (6)(13)(17)(20)(21)	First lien senior secured delayed draw term loan	S +	5.75%	02/2025	95	94	95	0.0	%
Smarsh Inc. (6)(12)(20)(21)	First lien senior secured revolving loan	S +	5.75%	02/2029	3	3	3	0.0	%
						25,140	25,505	2.1	%
Food and beverage
Balrog Acquisition, Inc. (dba Bakemark) (12)(20)(21)	Second lien senior secured loan	S +	7.00%	09/2029	5,000	4,968	5,000	0.4	%
The Better Being Co., LLC (fka Nutraceutical International Corporation) (12)(20)(21)	First lien senior secured loan	S +	7.50% (3.75% PIK)	09/2026	34,329	34,101	31,754	2.6	%
The Better Being Co., LLC (fka Nutraceutical International Corporation) (6)(12)(20)(21)	First lien senior secured revolving loan	S +	7.50% (3.75% PIK)	09/2026	836	826	650	0.1	%
BP Veraison Buyer, LLC (dba Sun World) (13)(21)	First lien senior secured loan	S +	5.50%	05/2027	14,193	14,092	14,193	1.2	%
BP Veraison Buyer, LLC (dba Sun World) (2)(6)(20)(21)	First lien senior secured revolving loan	S +	5.50%	05/2027	—	(12)	—	0.0	%
Fiesta Purchaser, Inc. (dba Shearer's Foods) (12)(16)(20)(21)	First lien senior secured loan	S +	4.00%	02/2031	5,000	4,810	5,006	0.4	%
Fiesta Purchaser, Inc. (dba Shearer's Foods) (6)(13)(20)(21)	First lien senior secured revolving loan	S +	4.50%	02/2029	114	90	114	0.0	%
H-Food Holdings, LLC (13)(16)(21)	First lien senior secured loan	S +	4.00%	05/2025	1	1	1	0.0	%
H-Food Holdings, LLC (9)(13)(21)	Second lien senior secured loan	S +	7.00%	03/2026	18,200	17,481	9,191	0.8	%
Hissho Sushi Merger Sub, LLC (13)(20)(21)	First lien senior secured loan	S +	5.50%	05/2028	890	883	890	0.1	%
Hissho Sushi Merger Sub, LLC (6)(20)(21)	First lien senior secured revolving loan	S +	5.50%	05/2028	—	—	—	0.0	%
Innovation Ventures HoldCo, LLC (dba 5 Hour Energy) (12)(20)(21)	First lien senior secured loan	S +	6.25%	03/2027	1,000	988	993	0.1	%
Nellson Nutraceutical, LLC (12)(20)(21)	First lien senior secured loan	S +	5.75%	12/2025	25,736	25,515	25,286	2.1	%
Rushmore Investment III LLC (dba Winland Foods) (13)(20)(21)	First lien senior secured loan	S +	6.00%	10/2030	24,400	24,032	24,156	2.0	%
Sara Lee Frozen Bakery, LLC (fka KSLB Holdings, LLC) (13)(21)	First lien senior secured loan	S +	4.50%	07/2025	4,773	4,752	4,630	0.4	%
Sara Lee Frozen Bakery, LLC (fka KSLB Holdings, LLC) (6)(13)(20)(21)	First lien senior secured revolving loan	S +	4.50%	07/2025	569	569	539	0.0	%
Ultimate Baked Goods Midco, LLC (12)(21)	First lien senior secured loan	S +	6.25%	08/2027	16,129	15,875	16,129	1.3	%
Ultimate Baked Goods Midco, LLC (2)(6)(20)(21)	First lien senior secured revolving loan	S +	6.25%	08/2027	—	(28)	—	0.0	%
						148,943	138,532	11.5	%

8

Blue Owl Capital Corporation II

Consolidated Schedule of Investments (continued)

As of March 31, 2024

(Amounts in thousands, except share amounts)

(Unaudited)

Company(1)(3)(19)	Investment	Interest		Maturity Date	Par / Units		Amortized Cost(4)(26)	Fair Value	Percentage of Net Assets
Healthcare equipment and services
CSC MKG Topco LLC (dba Medical Knowledge Group) (12)(20)(21)	First lien senior secured loan	S +	5.75%	02/2029	839		826	831	0.1	%
Nelipak Holding Company (13)(20)(21)	First lien senior secured loan	S +	5.50%	03/2031	3,380		3,330	3,330	0.3	%
Nelipak Holding Company (2)(6)(17)(20)(21)	First lien senior secured delayed draw term loan	S +	5.50%	03/2027	—		(10)	(10)	0.0	%
Nelipak Holding Company (6)(13)(20)(21)	First lien senior secured revolving loan	S +	5.50%	03/2031	291		277	277	0.0	%
NELIPAK EUROPEAN HOLDINGS COÖPERATIEF U.A. (10)(20)(21)	First lien senior secured EUR term loan	E +	5.50%	03/2031	€	6,190	6,603	6,585	0.5	%
NELIPAK EUROPEAN HOLDINGS COÖPERATIEF U.A. (2)(6)(17)(20)(21)	First lien senior secured EUR delayed draw term loan	E +	5.50%	03/2027	—		(19)	(19)	0.0	%
NELIPAK EUROPEAN HOLDINGS COÖPERATIEF U.A. (2)(6)(20)(21)	First lien senior secured EUR revolving loan	E +	5.50%	03/2031	—		(7)	(7)	0.0	%
Patriot Acquisition TopCo S.A.R.L (dba Corza Health, Inc.) (13)(18)(21)	First lien senior secured loan	S +	5.50%	01/2028	23,846		23,606	23,846	2.0	%
Patriot Acquisition TopCo S.A.R.L (dba Corza Health, Inc.) (2)(6)(13)(18)(20)(21)	First lien senior secured revolving loan	S +	5.50%	01/2028	—		(20)	—	0.0	%
Rhea Parent, Inc. (13)(20)(21)	First lien senior secured loan	S +	5.50%	02/2029	760		749	760	0.1	%
							35,335	35,593	3.0	%
Healthcare providers and services
Allied Benefit Systems Intermediate LLC (12)(20)(21)	First lien senior secured loan	S +	5.25%	10/2030	2,536		2,500	2,511	0.2	%
Allied Benefit Systems Intermediate LLC (2)(6)(17)(20)(21)	First lien senior secured delayed draw term loan	S +	5.25%	10/2025	—		(3)	(1)	—	%
Diagnostic Services Holdings, Inc. (dba Rayus Radiology) (12)(20)(21)	First lien senior secured loan	S +	5.50%	03/2025	995		995	995	0.1	%
KWOL Acquisition Inc. (dba Worldwide Clinical Trials) (14)(20)(21)	First lien senior secured loan	S +	6.25%	12/2029	4,111		4,032	4,049	0.3	%
KWOL Acquisition Inc. (dba Worldwide Clinical Trials) (2)(6)(20)(21)	First lien senior secured revolving loan	S +	6.25%	12/2029	—		(10)	(8)	—	%
National Dentex Labs LLC (fka Barracuda Dental LLC) (13)(21)	First lien senior secured loan	S +	8.00% (3.00% PIK)	04/2026	19,936		19,829	19,488	1.6	%
National Dentex Labs LLC (fka Barracuda Dental LLC) (6)(13)(20)(21)	First lien senior secured revolving loan	S +	7.00%	04/2026	1,683		1,669	1,644	0.1	%
Natural Partners, LLC (13)(18)(20)(21)	First lien senior secured loan	S +	4.50%	11/2027	913		900	913	0.1	%
Natural Partners, LLC (2)(6)(18)(20)(21)	First lien senior secured revolving loan	S +	4.50%	11/2027	—		(1)	—	0.0	%
OB Hospitalist Group, Inc. (13)(20)(21)	First lien senior secured loan	S +	5.50%	09/2027	18,168		17,935	17,986	1.5	%
OB Hospitalist Group, Inc. (6)(12)(20)(21)	First lien senior secured revolving loan	S +	5.50%	09/2027	1,133		1,099	1,104	0.1	%
Ex Vivo Parent Inc. (dba OB Hospitalist) (13)(20)(21)	First lien senior secured loan	S +	9.75% PIK	09/2028	13,787		13,622	13,615	1.1	%
Pacific BidCo Inc. (14)(18)(20)(21)	First lien senior secured loan	S +	5.75% (3.20% PIK)	08/2029	1,748		1,713	1,735	0.1	%
Pacific BidCo Inc. (2)(6)(17)(18)(20)(21)	First lien senior secured delayed draw term loan	S +	5.75%	08/2025	—		(2)	—	0.0	%
PetVet Care Centers, LLC (12)(20)(21)	First lien senior secured loan	S +	6.00%	11/2030	15,244		15,097	15,168	1.2	%
PetVet Care Centers, LLC (2)(6)(17)(20)(21)	First lien senior secured delayed draw term loan	S +	6.00%	11/2025	—		(9)	—	—	%
PetVet Care Centers, LLC (2)(6)(20)(21)	First lien senior secured revolving loan	S +	6.00%	11/2029	—		(21)	(10)	—	%

9

Blue Owl Capital Corporation II

Consolidated Schedule of Investments (continued)

As of March 31, 2024

(Amounts in thousands, except share amounts)

(Unaudited)

Company(1)(3)(19)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(4)(26)	Fair Value	Percentage of Net Assets
Plasma Buyer LLC (dba PathGroup) (13)(20)(21)	First lien senior secured loan	S +	5.75%	05/2029	670	660	659	0.1	%
Plasma Buyer LLC (dba PathGroup) (6)(13)(17)(20)(21)	First lien senior secured delayed draw term loan	S +	5.75%	09/2025	5	5	5	0.0	%
Plasma Buyer LLC (dba PathGroup) (6)(13)(20)(21)	First lien senior secured revolving loan	S +	5.75%	05/2028	45	44	44	0.0	%
Premier Imaging, LLC (dba LucidHealth) (13)(20)(21)	First lien senior secured loan	S +	6.00%	01/2025	7,738	7,715	7,119	0.6	%
Premise Health Holding Corp. (13)(20)(21)	First lien senior secured loan	S +	5.50%	03/2031	8,087	7,967	7,966	0.7	%
Premise Health Holding Corp. (2)(6)(20)(21)	First lien senior secured revolving loan	S +	5.50%	03/2030	—	(14)	(14)	0.0	%
Quva Pharma, Inc. (13)(20)(21)	First lien senior secured loan	S +	5.50%	04/2028	11,523	11,299	11,494	0.9	%
Quva Pharma, Inc. (6)(13)(20)(21)	First lien senior secured revolving loan	S +	5.50%	04/2026	236	222	233	0.0	%
Tivity Health, Inc. (13)(20)(21)	First lien senior secured loan	S +	6.00%	06/2029	985	965	983	0.1	%
Unified Women's Healthcare, LP (12)(20)(21)	First lien senior secured loan	S +	5.47%	06/2029	7,550	7,497	7,550	0.6	%
Unified Women's Healthcare, LP (2)(6)(17)(20)(21)	First lien senior secured delayed draw term loan	S +	5.50%	10/2025	—	(13)	—	—	%
Unified Women's Healthcare, LP (2)(6)(17)(20)(21)	First lien senior secured delayed draw term loan	S +	5.25%	03/2026	—	(17)	—	—	%
Unified Women's Healthcare, LP (6)(20)(21)	First lien senior secured revolving loan	S +	5.25%	06/2029	—	—	—	—	%
Vermont Aus Pty Ltd (13)(18)(20)(21)	First lien senior secured loan	S +	5.65%	03/2028	980	962	973	0.1	%
XRL 1 LLC (dba XOMA) (20)(21)(23)	First lien senior secured loan		9.88%	12/2038	1,950	1,915	1,892	0.2	%
XRL 1 LLC (dba XOMA) (2)(6)(17)(20)(21)(23)	First lien senior secured delayed draw term loan		9.88%	12/2025	—	(2)	(5)	—	%
						118,550	118,088	9.7	%
Healthcare technology
BCPE Osprey Buyer, Inc. (dba PartsSource) (13)(20)(21)	First lien senior secured loan	S +	5.75%	08/2028	661	654	656	0.1	%
BCPE Osprey Buyer, Inc. (dba PartsSource) (2)(6)(17)(20)(21)	First lien senior secured delayed draw term loan	S +	5.75%	10/2025	—	(3)	—	0.0	%
BCPE Osprey Buyer, Inc. (dba PartsSource) (6)(12)(20)(21)	First lien senior secured revolving loan	S +	5.75%	08/2026	28	27	27	—	%
GI Ranger Intermediate, LLC (dba Rectangle Health) (13)(20)(21)	First lien senior secured loan	S +	6.00%	10/2028	905	893	892	0.1	%
GI Ranger Intermediate, LLC (dba Rectangle Health) (2)(6)(20)(21)	First lien senior secured revolving loan	S +	6.00%	10/2027	—	(1)	(1)	—	%
Imprivata, Inc. (13)(20)(21)	Second lien senior secured loan	S +	6.25%	12/2028	882	874	882	0.1	%
Indikami Bidco, LLC (dba IntegriChain) (12)(20)(21)	First lien senior secured loan	S +	6.50% (2.50% PIK)	12/2030	2,160	2,112	2,127	0.2	%
Indikami Bidco, LLC (dba IntegriChain) (2)(6)(17)(20)(21)	First lien senior secured delayed draw term loan	S +	6.00%	12/2025	—	(3)	—	—	%
Indikami Bidco, LLC (dba IntegriChain) (6)(12)(20)(21)	First lien senior secured revolving loan	S +	6.00%	06/2030	54	48	50	—	%
Intelerad Medical Systems Incorporated (fka 11849573 Canada Inc.) (13)(18)(21)	First lien senior secured loan	S +	6.50%	08/2026	38,769	38,541	37,701	3.1	%
Intelerad Medical Systems Incorporated (fka 11849573 Canada Inc.) (13)(18)(20)(21)	First lien senior secured revolving loan	S +	6.50%	08/2026	2,712	2,692	2,637	0.2	%
Interoperability Bidco, Inc. (dba Lyniate) (13)(20)(21)	First lien senior secured loan	S +	7.00%	12/2026	14,061	14,005	13,780	1.1	%
Interoperability Bidco, Inc. (dba Lyniate) (6)(13)(20)(21)	First lien senior secured revolving loan	S +	7.00%	12/2024	429	425	406	0.0	%

10

Blue Owl Capital Corporation II

Consolidated Schedule of Investments (continued)

As of March 31, 2024

(Amounts in thousands, except share amounts)

(Unaudited)

Company(1)(3)(19)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(4)(26)	Fair Value	Percentage of Net Assets
Ocala Bidco, Inc. (13)(21)	First lien senior secured loan	S +	6.25% (2.75% PIK)	11/2028	34,332	33,754	33,903	2.8	%
Ocala Bidco, Inc. (6)(13)(17)(20)(21)	First lien senior secured delayed draw term loan	S +	6.25% (2.75% PIK)	05/2024	2,107	2,044	2,081	0.2	%
Ocala Bidco, Inc. (13)(21)	Second lien senior secured loan	S +	10.50% PIK	11/2033	27,128	26,764	26,858	2.2	%
RL Datix Holdings (USA), Inc. (14)(18)(20)(21)	First lien senior secured USD term loan	S +	4.50%	04/2025	10,000	9,876	10,000	0.8	%
RL Datix Holdings (USA), Inc. (14)(18)(20)(21)	Second lien senior secured USD term loan	S +	7.75%	04/2026	5,000	4,938	5,000	0.4	%
Datix Bidco Limited (dba RLDatix) (8)(18)(20)(21)	First lien senior secured GBP term loan	SA +	4.50%	04/2025	1	870	805	0.1	%
Datix Bidco Limited (dba RLDatix) (8)(18)(20)(21)	Second lien senior secured GBP term loan	SA +	7.75%	04/2026	2	2,269	2,105	0.2	%
						140,779	139,909	11.6	%
Household products
Aptive Environmental, LLC (20)(21)(23)	First lien senior secured loan		12.00% (6.00% PIK)	01/2026	3,296	2,981	3,387	0.3	%
HGH Purchaser, Inc. (dba Horizon Services) (13)(21)	First lien senior secured loan	S +	7.00% (2.50% PIK)	11/2026	34,259	34,085	33,916	2.8	%
HGH Purchaser, Inc. (dba Horizon Services) (2)(6)(20)(21)	First lien senior secured revolving loan	S +	7.00%	11/2026	—	(15)	(37)	0.0	%
Mario Purchaser, LLC (dba Len the Plumber) (12)(20)(21)	First lien senior secured loan	S +	5.75%	04/2029	515	507	514	0.0	%
Mario Purchaser, LLC (dba Len the Plumber) (6)(12)(17)(20)(21)	First lien senior secured delayed draw term loan	S +	5.75%	04/2024	236	232	235	0.0	%
Mario Purchaser, LLC (dba Len the Plumber) (2)(6)(20)(21)	First lien senior secured revolving loan	S +	5.75%	04/2028	—	(1)	—	0.0	%
Mario Midco Holdings, Inc. (dba Len the Plumber) (12)(20)(21)	Unsecured facility	S +	10.75% PIK	04/2032	199	195	198	0.0	%
SimpliSafe Holding Corporation (12)(20)(21)	First lien senior secured loan	S +	6.25%	05/2028	809	798	807	0.1	%
SimpliSafe Holding Corporation (6)(12)(17)(20)(21)	First lien senior secured delayed draw term loan	S +	6.25%	05/2024	27	26	27	0.0	%
						38,808	39,047	3.2	%
Human resource support services
Cornerstone OnDemand, Inc. (12)(20)(21)	Second lien senior secured loan	S +	6.50%	10/2029	16,667	16,475	15,958	1.3	%
IG Investments Holdings, LLC (dba Insight Global) (13)(20)(21)	First lien senior secured loan	S +	6.00%	09/2028	9,046	8,918	8,978	0.7	%
IG Investments Holdings, LLC (dba Insight Global) (2)(6)(20)(21)	First lien senior secured revolving loan	S +	6.00%	09/2027	—	(8)	(5)	0.0	%
						25,385	24,931	2.0	%
Infrastructure and environmental services
FR Vision Holdings, Inc. (dba CHA Consulting) (13)(20)(21)	First lien senior secured loan	S +	5.50%	01/2031	5,376	5,323	5,322	0.4	%
FR Vision Holdings, Inc. (dba CHA Consulting) (6)(13)(17)(20)(21)	First lien senior secured delayed draw term loan	S +	5.50%	01/2026	453	440	442	0.0	%
FR Vision Holdings, Inc. (dba CHA Consulting) (2)(6)(20)(21)	First lien senior secured revolving loan	S +	5.50%	01/2030	—	(4)	(4)	0.0	%
KENE Acquisition, Inc. (dba Entrust Solutions Group) (13)(20)(21)	First lien senior secured loan	S +	5.25%	02/2031	2,222	2,178	2,177	0.2	%
KENE Acquisition, Inc. (dba Entrust Solutions Group) (2)(6)(17)(20)(21)	First lien senior secured delayed draw term loan	S +	5.25%	02/2026	—	(10)	(10)	0.0	%
KENE Acquisition, Inc. (dba Entrust Solutions Group) (2)(6)(20)(21)	First lien senior secured revolving loan	S +	5.25%	02/2031	—	(6)	(6)	0.0	%
LineStar Integrity Services LLC (13)(21)	First lien senior secured loan	S +	7.25%	02/2026	8,311	8,350	7,771	0.6	%
LineStar Integrity Services LLC (13)(20)(21)	First lien senior secured revolving loan	S +	7.25%	02/2026	1,597	1,573	1,493	0.1	%

11

Blue Owl Capital Corporation II

Consolidated Schedule of Investments (continued)

As of March 31, 2024

(Amounts in thousands, except share amounts)

(Unaudited)

Company(1)(3)(19)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(4)(26)	Fair Value	Percentage of Net Assets
Tamarack Intermediate, L.L.C. (dba Verisk 3E) (13)(20)(21)	First lien senior secured loan	S +	5.74%	03/2028	689	680	681	0.1	%
Tamarack Intermediate, L.L.C. (dba Verisk 3E) (6)(13)(17)(20)(21)	First lien senior secured delayed draw term loan	S +	5.75%	10/2025	25	24	25	—	%
Tamarack Intermediate, L.L.C. (dba Verisk 3E) (2)(6)(20)(21)	First lien senior secured revolving loan	S +	5.75%	03/2028	—	(1)	(1)	0.0	%
						18,547	17,890	1.4	%
Insurance
Alera Group, Inc. (12)(20)(21)	First lien senior secured loan	S +	5.25%	10/2028	7,277	7,165	7,277	0.6	%
Alera Group, Inc. (6)(12)(17)(20)(21)	First lien senior secured delayed draw term loan	S +	5.75%	11/2025	357	322	357	—	%
Brightway Holdings, LLC (14)(18)(20)(21)	First lien senior secured loan	S +	6.50%	12/2027	4,909	4,867	4,835	0.4	%
Brightway Holdings, LLC (6)(13)(18)(20)(21)	First lien senior secured revolving loan	S +	6.50%	12/2027	79	75	71	0.0	%
Evolution BuyerCo, Inc. (dba SIAA) (13)(21)	First lien senior secured loan	S +	6.25%	04/2028	29,132	28,861	29,132	2.4	%
Evolution BuyerCo, Inc. (dba SIAA) (6)(13)(17)(20)(21)	First lien senior secured delayed draw term loan	S +	6.00%	12/2025	828	796	823	0.1	%
Evolution BuyerCo, Inc. (dba SIAA) (2)(6)(20)(21)	First lien senior secured revolving loan	S +	6.25%	04/2027	—	(16)	—	0.0	%
Galway Borrower LLC (2)(6)(17)(20)(21)	First lien senior secured delayed draw term loan	S +	5.00%	02/2026	—	(8)	(8)	0.0	%
Galway Borrower LLC (6)(13)(20)(21)	First lien senior secured revolving loan	S +	5.25%	09/2028	32	30	30	0.0	%
Hyperion Refinance S.à r.l (dba Howden Group) (12)(16)(18)(20)(21)	First lien senior secured loan	S +	3.50%	02/2031	10,000	9,951	10,001	0.8	%
Integrity Marketing Acquisition, LLC (13)(20)(21)	First lien senior secured loan	S +	5.80%	08/2026	19,788	19,745	19,788	1.6	%
Integrity Marketing Acquisition, LLC (6)(13)(17)(20)(21)	First lien senior secured delayed draw term loan	S +	6.00%	02/2025	514	482	514	0.0	%
Integrity Marketing Acquisition, LLC (2)(6)(20)(21)	First lien senior secured revolving loan	S +	6.50%	08/2026	—	(7)	—	0.0	%
Norvax, LLC (dba GoHealth) (12)(21)	First lien senior secured loan	S +	7.50%	09/2025	16,515	16,307	16,103	1.3	%
Norvax, LLC (dba GoHealth) (2)(6)(20)(21)	First lien senior secured revolving loan	S +	6.50%	06/2025	—	(2)	(34)	0.0	%
Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services) (12)(21)	First lien senior secured loan	S +	6.00%	11/2028	18,380	18,254	18,380	1.5	%
Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services) (2)(6)(20)(21)	First lien senior secured revolving loan	S +	6.00%	11/2027	—	(6)	—	0.0	%
PCF Midco II, LLC (dba PCF Insurance Services) (20)(21)(23)	First lien senior secured loan		9.00% PIK	10/2031	26,623	24,908	24,892	2.0	%
Tempo Buyer Corp. (dba Global Claims Services) (13)(20)(21)	First lien senior secured loan	S +	5.50%	08/2028	687	677	685	0.1	%
Tempo Buyer Corp. (dba Global Claims Services) (6)(13)(20)(21)	First lien senior secured revolving loan	S +	5.00%	08/2027	42	41	41	0.0	%
THG Acquisition, LLC (dba Hilb) (12)(21)	First lien senior secured loan	S +	5.75%	12/2026	24,594	24,324	24,594	2.0	%
THG Acquisition, LLC (dba Hilb) (6)(12)(20)(21)	First lien senior secured revolving loan	S +	5.75%	12/2025	665	652	665	0.1	%
USRP Holdings, Inc. (dba U.S. Retirement and Benefits Partners) (14)(20)(21)	First lien senior secured loan	S +	5.75%	07/2027	1,651	1,631	1,643	0.1	%
USRP Holdings, Inc. (dba U.S. Retirement and Benefits Partners) (2)(6)(20)(21)	First lien senior secured revolving loan	S +	5.75%	07/2027	—	(2)	(1)	0.0	%
KUSRP Intermediate, Inc. (dba U.S. Retirement and Benefits Partners) (13)(20)(21)	First lien senior secured loan	S +	10.50% PIK	07/2030	1,591	1,576	1,591	0.1	%
						160,623	161,379	13.1	%

12

Blue Owl Capital Corporation II

Consolidated Schedule of Investments (continued)

As of March 31, 2024

(Amounts in thousands, except share amounts)

(Unaudited)

Company(1)(3)(19)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(4)(26)	Fair Value	Percentage of Net Assets
Internet software and services
3ES Innovation Inc. (dba Aucerna) (13)(18)(21)	First lien senior secured loan	S +	6.75%	05/2025	10,563	10,528	10,563	0.9	%
3ES Innovation Inc. (dba Aucerna) (6)(12)(18)(20)(21)	First lien senior secured revolving loan	S +	6.75%	05/2025	300	298	300	0.0	%
Anaplan, Inc. (13)(21)	First lien senior secured loan	S +	6.50%	06/2029	8,508	8,439	8,508	0.7	%
Anaplan, Inc. (2)(6)(20)(21)	First lien senior secured revolving loan	S +	6.50%	06/2028	—	(7)	—	0.0	%
Aptean Acquiror, Inc. (dba Aptean) (13)(20)(21)	First lien senior secured loan	S +	5.25%	01/2031	3,926	3,888	3,887	0.3	%
Aptean Acquiror, Inc. (dba Aptean) (6)(13)(17)(20)(21)	First lien senior secured delayed draw term loan	S +	5.25%	01/2026	35	31	31	0.0	%
Aptean Acquiror, Inc. (dba Aptean) (2)(6)(20)(21)	First lien senior secured revolving loan	S +	5.25%	01/2031	—	(4)	(4)	0.0	%
Azurite Intermediate Holdings, Inc. (dba Alteryx, Inc.) (12)(20)(21)	First lien senior secured loan	S +	6.50%	03/2031	653	643	643	0.1	%
Azurite Intermediate Holdings, Inc. (dba Alteryx, Inc.) (2)(6)(17)(20)(21)	First lien senior secured delayed draw term loan	S +	6.50%	03/2026	—	(11)	(11)	0.0	%
Azurite Intermediate Holdings, Inc. (dba Alteryx, Inc.) (2)(6)(20)(21)	First lien senior secured revolving loan	S +	6.50%	03/2031	—	(4)	(4)	0.0	%
Bayshore Intermediate #2, L.P. (dba Boomi) (13)(20)(21)	First lien senior secured loan	S +	7.50% PIK	10/2028	19,158	18,915	19,014	1.6	%
Bayshore Intermediate #2, L.P. (dba Boomi) (6)(12)(20)(21)	First lien senior secured revolving loan	S +	6.75%	10/2027	165	149	156	0.0	%
BCTO BSI Buyer, Inc. (dba Buildertrend) (13)(20)(21)	First lien senior secured loan	S +	7.50% PIK	12/2026	10,856	10,798	10,856	0.9	%
BCTO BSI Buyer, Inc. (dba Buildertrend) (2)(6)(20)(21)	First lien senior secured revolving loan	S +	7.50%	12/2026	—	(11)	—	0.0	%
Catalis Intermediate, Inc. (fka GovBrands Intermediate, Inc.) (13)(20)(21)	First lien senior secured loan	S +	5.50%	08/2027	2,974	2,929	2,870	0.2	%
Catalis Intermediate, Inc. (fka GovBrands Intermediate, Inc.) (6)(13)(20)(21)	First lien senior secured revolving loan	S +	5.50%	08/2027	64	61	57	0.0	%
Crewline Buyer, Inc. (dba New Relic) (13)(20)(21)	First lien senior secured loan	S +	6.75%	11/2030	4,517	4,452	4,472	0.4	%
Crewline Buyer, Inc. (dba New Relic) (2)(6)(20)(21)	First lien senior secured revolving loan	S +	6.75%	11/2030	—	(7)	(5)	—	%
Delinea Buyer, Inc. (f/k/a Centrify) (13)(20)(21)	First lien senior secured loan	S +	5.75%	03/2028	12,905	12,700	12,841	1.1	%
Delinea Buyer, Inc. (f/k/a Centrify) (2)(6)(20)(21)	First lien senior secured revolving loan	S +	5.75%	03/2027	—	(19)	(7)	0.0	%
CivicPlus, LLC (13)(20)(21)	First lien senior secured loan	S +	6.50% (2.50% PIK)	08/2027	2,554	2,538	2,554	0.2	%
CivicPlus, LLC (2)(6)(20)(21)	First lien senior secured revolving loan	S +	6.00%	08/2027	—	(1)	—	0.0	%
CP PIK DEBT ISSUER, LLC (dba CivicPlus, LLC) (13)(20)(21)	Unsecured notes	S +	11.75% PIK	06/2034	541	530	541	0.0	%
Delta TopCo, Inc. (dba Infoblox, Inc.) (14)(21)	Second lien senior secured loan	S +	7.25%	12/2028	40,000	39,868	40,100	3.3	%
EET Buyer, Inc. (dba e-Emphasys) (13)(20)(21)	First lien senior secured loan	S +	6.50%	11/2027	891	885	891	0.1	%
EET Buyer, Inc. (dba e-Emphasys) (6)(13)(20)(21)	First lien senior secured revolving loan	S +	6.50%	11/2027	18	18	18	0.0	%
Forescout Technologies, Inc. (13)(21)	First lien senior secured loan	S +	8.00%	08/2026	9,841	9,796	9,890	0.8	%
Forescout Technologies, Inc. (2)(6)(17)(20)(21)	First lien senior secured delayed draw term loan	S +	8.00%	07/2024	—	(20)	—	0.0	%
Forescout Technologies, Inc. (2)(6)(20)(21)	First lien senior secured revolving loan	S +	8.00%	08/2026	—	(3)	—	0.0	%

13

Blue Owl Capital Corporation II

Consolidated Schedule of Investments (continued)

As of March 31, 2024

(Amounts in thousands, except share amounts)

(Unaudited)

Company(1)(3)(19)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(4)(26)	Fair Value	Percentage of Net Assets
Granicus, Inc. (12)(20)(21)	First lien senior secured loan	S +	5.75% (2.25% PIK)	01/2031	3,873	3,835	3,835	0.3	%
Granicus, Inc. (2)(6)(17)(20)(21)	First lien senior secured delayed draw term loan	S +	5.75% (2.25% PIK)	01/2026	—	(3)	(3)	0.0	%
Granicus, Inc. (2)(6)(20)(21)	First lien senior secured revolving loan	S +	5.25%	01/2031	—	(5)	(5)	0.0	%
H&F Opportunities LUX III S.À R.L (dba Checkmarx) (12)(18)(20)(21)	First lien senior secured loan	S +	7.50%	04/2026	14,544	14,368	14,544	1.2	%
H&F Opportunities LUX III S.À R.L (dba Checkmarx) (2)(6)(18)(20)(21)	First lien senior secured revolving loan	S +	7.50%	04/2026	—	(47)	—	0.0	%
Hyland Software, Inc. (12)(20)(21)	First lien senior secured loan	S +	6.00%	09/2030	1,795	1,770	1,768	0.1	%
Hyland Software, Inc. (2)(6)(20)(21)	First lien senior secured revolving loan	S +	6.00%	09/2029	—	(1)	(1)	0.0	%
Icefall Parent, Inc. (dba EngageSmart) (13)(20)(21)	First lien senior secured loan	S +	6.50%	01/2030	4,049	3,970	3,968	0.3	%
Icefall Parent, Inc. (dba EngageSmart) (2)(6)(20)(21)	First lien senior secured revolving loan	S +	6.50%	01/2030	—	(7)	(8)	0.0	%
Litera Bidco LLC (12)(21)	First lien senior secured loan	S +	5.25%	05/2026	25,845	25,663	25,845	2.1	%
Litera Bidco LLC (2)(6)(20)(21)	First lien senior secured revolving loan	S +	5.25%	05/2026	—	(3)	—	0.0	%
MessageBird BidCo B.V. (12)(18)(21)	First lien senior secured loan	S +	6.75%	04/2027	5,867	5,791	5,867	0.5	%
MINDBODY, Inc. (13)(21)	First lien senior secured loan	S +	7.00%	09/2025	10,944	10,923	10,917	0.9	%
MINDBODY, Inc. (2)(6)(20)(21)	First lien senior secured revolving loan	S +	7.00%	09/2025	—	(2)	(3)	0.0	%
Ministry Brands Holdings, LLC (12)(20)(21)	First lien senior secured loan	S +	5.50%	12/2028	762	751	747	0.1	%
Ministry Brands Holdings, LLC (6)(12)(20)(21)	First lien senior secured revolving loan	S +	5.50%	12/2027	7	6	5	0.0	%
PDI TA Holdings, Inc. (12)(20)(21)	First lien senior secured loan	S +	5.50%	02/2031	3,603	3,549	3,548	0.3	%
PDI TA Holdings, Inc. (2)(6)(17)(20)(21)	First lien senior secured delayed draw term loan	S +	5.50%	02/2026	—	(13)	(14)	0.0	%
PDI TA Holdings, Inc. (2)(6)(20)(21)	First lien senior secured revolving loan	S +	5.50%	02/2031	—	(6)	(6)	0.0	%
Project Alpha Intermediate Holding, Inc. (dba Qlik) (13)(16)(20)(21)	First lien senior secured loan	S +	4.75%	10/2030	10,000	9,809	10,047	0.8	%
QAD, Inc. (12)(20)(21)	First lien senior secured loan	S +	5.38%	11/2027	4,340	4,288	4,307	0.4	%
QAD, Inc. (2)(6)(20)(21)	First lien senior secured revolving loan	S +	6.00%	11/2027	—	(7)	(4)	0.0	%
Securonix, Inc. (13)(20)(21)	First lien senior secured loan	S +	6.00%	04/2028	847	841	780	0.1	%
Securonix, Inc. (2)(6)(20)(21)	First lien senior secured revolving loan	S +	6.00%	04/2028	—	(1)	(12)	0.0	%
Thunder Purchaser, Inc. (dba Vector Solutions) (13)(20)(21)	First lien senior secured loan	S +	5.75%	06/2028	14,657	14,564	14,620	1.2	%
Thunder Purchaser, Inc. (dba Vector Solutions) (6)(13)(20)(21)	First lien senior secured revolving loan	S +	5.75%	06/2027	810	802	807	0.1	%
When I Work, Inc. (13)(20)(21)	First lien senior secured loan	S +	7.00% PIK	11/2027	878	872	856	0.1	%
When I Work, Inc. (2)(6)(20)(21)	First lien senior secured revolving loan	S +	6.00%	11/2027	—	(1)	(4)	0.0	%
						229,085	230,562	19.1	%
Leisure and entertainment
Troon Golf, L.L.C. (13)(21)	First lien senior secured loan	S +	5.50%	08/2027	59,949	59,763	59,948	4.9	%
Troon Golf, L.L.C. (2)(6)(20)(21)	First lien senior secured revolving loan	S +	5.50%	08/2026	—	(11)	—	0.0	%
						59,752	59,948	4.9	%

14

Blue Owl Capital Corporation II

Consolidated Schedule of Investments (continued)

As of March 31, 2024

(Amounts in thousands, except share amounts)

(Unaudited)

Company(1)(3)(19)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(4)(26)	Fair Value	Percentage of Net Assets
Manufacturing
FARADAY BUYER, LLC (dba MacLean Power Systems) (13)(18)(20)(21)	First lien senior secured loan	S +	6.00%	10/2028	17,881	17,545	17,613	1.4	%
FARADAY BUYER, LLC (dba MacLean Power Systems) (2)(6)(17)(18)(20)(21)	First lien senior secured delayed draw term loan	S +	6.00%	11/2025	—	(17)	(9)	—	%
Gloves Buyer, Inc. (dba Protective Industrial Products) (12)(20)(21)	Second lien senior secured loan	S +	8.25%	12/2028	6,300	6,191	6,284	0.5	%
MHE Intermediate Holdings, LLC (dba OnPoint Group) (13)(21)	First lien senior secured loan	S +	6.00%	07/2027	12,671	12,593	12,671	1.0	%
MHE Intermediate Holdings, LLC (dba OnPoint Group) (2)(6)(20)(21)	First lien senior secured revolving loan	S +	6.00%	07/2027	—	(10)	—	0.0	%
PHM Netherlands Midco B.V. (dba Loparex) (13)(20)(21)	First lien senior secured loan	S +	4.50%	07/2026	192	186	148	0.0	%
Loparex Midco BV (13)(20)(21)	First lien senior secured loan	S +	6.00%	02/2027	200	200	200	0.0	%
PHM Netherlands Midco B.V. (dba Loparex) (13)(20)(21)	Second lien senior secured loan	S +	8.75%	07/2027	28,000	26,969	20,650	1.7	%
Safety Products/JHC Acquisition Corp. (dba Justrite Safety Group) (12)(21)	First lien senior secured loan	S +	4.50%	06/2026	3,400	3,388	3,392	0.3	%
Sonny's Enterprises, LLC (13)(21)	First lien senior secured loan	S +	6.75%	08/2028	43,825	43,265	43,824	3.6	%
Sonny's Enterprises, LLC (6)(13)(17)(20)(21)	First lien senior secured delayed draw term loan	S +	6.75%	11/2024	626	613	626	0.1	%
Sonny's Enterprises, LLC (2)(6)(20)(21)	First lien senior secured revolving loan	S +	6.75%	08/2027	—	(41)	—	0.0	%
						110,882	105,399	8.6	%
Oil and gas
Project Power Buyer, LLC (dba PEC-Veriforce) (13)(20)(21)	First lien senior secured loan	S +	7.00%	05/2026	7,776	7,736	7,776	0.6	%
Project Power Buyer, LLC (dba PEC-Veriforce) (2)(6)(20)(21)	First lien senior secured revolving loan	S +	7.00%	05/2025	—	(1)	—	0.0	%
						7,735	7,776	0.6	%
Pharmaceuticals
BridgeBio Pharma, Inc. (13)(20)(21)	First lien senior secured loan	S +	6.75%	01/2029	4,500	4,493	4,455	0.4	%
						4,493	4,455	0.4	%
Professional services
Apex Group Treasury, LLC (7)(18)(20)(21)	Second lien senior secured loan	P +	5.75%	07/2029	11,618	11,471	11,560	1.0	%
Apex Service Partners, LLC (13)(20)(21)	First lien senior secured loan	S +	7.00% (2.00% PIK)	10/2030	813	794	795	0.1	%
Apex Service Partners, LLC (6)(13)(17)(20)(21)	First lien senior secured delayed draw term loan	S +	7.00% (2.00% PIK)	10/2025	106	103	103	0.0	%
Apex Service Partners, LLC (6)(13)(20)(21)	First lien senior secured revolving loan	S +	6.50%	10/2029	24	23	23	—	%
Gerson Lehrman Group, Inc. (13)(20)(21)	First lien senior secured loan	S +	5.25%	12/2027	10,392	10,304	10,300	0.8	%
Gerson Lehrman Group, Inc. (2)(6)(20)(21)	First lien senior secured revolving loan	S +	5.25%	12/2027	—	(4)	(5)	0.0	%
Guidehouse Inc. (12)(20)(21)	First lien senior secured loan	S +	5.75% (2.00% PIK)	12/2030	919	919	917	0.1	%
Relativity ODA LLC (12)(21)	First lien senior secured loan	S +	6.50%	05/2027	17,320	17,189	17,320	1.4	%
Relativity ODA LLC (2)(6)(20)(21)	First lien senior secured revolving loan	S +	6.50%	05/2027	—	(12)	—	0.0	%

15

Blue Owl Capital Corporation II

Consolidated Schedule of Investments (continued)

As of March 31, 2024

(Amounts in thousands, except share amounts)

(Unaudited)

Company(1)(3)(19)	Investment	Interest		Maturity Date	Par / Units		Amortized Cost(4)(26)		Fair Value		Percentage of Net Assets
Sensor Technology Topco, Inc. (dba Humanetics) (13)(20)(21)	First lien senior secured loan	S +	7.00% (2.00% PIK)	05/2026	11,045		10,984		11,045		0.9	%
Sensor Technology Topco, Inc. (dba Humanetics) (10)(20)(21)	First lien senior secured EUR term loan	E +	7.25% (2.25% PIK)	05/2026	€	1,992	2,152		2,151		0.2	%
Sensor Technology Topco, Inc. (dba Humanetics) (6)(12)(20)(21)	First lien senior secured revolving loan	S +	6.50%	05/2026	563		558		563		0.0	%
							54,481		54,772		4.5	%
Specialty retail
Galls, LLC (13)(20)(21)	First lien senior secured loan	S +	6.50% (1.50% PIK)	03/2030	16,004		15,765		15,750		1.3	%
Galls, LLC (2)(6)(17)(20)(21)	First lien senior secured delayed draw term loan	S +	6.50% (1.50% PIK)	03/2026	—		(33)		(18)		0.0	%
Galls, LLC (6)(13)(20)(21)	First lien senior secured revolving loan	S +	6.50% (1.50% PIK)	03/2030	321		289		287		0.0	%
Milan Laser Holdings LLC (13)(21)	First lien senior secured loan	S +	5.00%	04/2027	22,406		22,278		22,406		1.8	%
Milan Laser Holdings LLC (2)(6)(20)(21)	First lien senior secured revolving loan	S +	5.00%	04/2026	—		(15)		—		0.0	%
Notorious Topco, LLC (dba Beauty Industry Group) (13)(21)	First lien senior secured loan	S +	6.75%	11/2027	25,894		25,638		24,405		2.0	%
Notorious Topco, LLC (dba Beauty Industry Group) (6)(13)(20)(21)	First lien senior secured revolving loan	S +	6.75%	05/2027	704		686		583		0.0	%
The Shade Store, LLC (13)(20)(21)	First lien senior secured loan	S +	6.00%	10/2029	2,222		2,203		2,194		0.2	%
The Shade Store, LLC (6)(13)(20)(21)	First lien senior secured revolving loan	S +	6.00%	10/2028	68		67		65		0.0	%
							66,878		65,672		5.3	%
Telecommunications
EOS U.S. Finco LLC (13)(16)(18)(20)(21)	First lien senior secured loan	S +	6.00%	10/2029	8,540		8,148		6,969		0.6	%
EOS U.S. Finco LLC (6)(13)(16)(17)(18)(20)(21)	First lien senior secured delayed draw term loan	S +	6.00%	05/2026	35		7		(169)		0.0	%
Park Place Technologies, LLC (12)(20)(21)	First lien senior secured loan	S +	5.25%	03/2031	2,356		2,333		2,333		0.2	%
Park Place Technologies, LLC (2)(6)(17)(20)(21)	First lien senior secured delayed draw term loan	S +	5.25%	09/2025	—		(2)		(2)		0.0	%
Park Place Technologies, LLC (2)(6)(20)(21)	First lien senior secured revolving loan	S +	5.25%	03/2030	—		(3)		(3)		0.0	%
PPT Holdings III, LLC (dba Park Place Technologies) (20)(21)(23)	First lien senior secured loan		12.75% PIK	03/2034	750		731		731		0.1	%
							11,214		9,859		0.9	%
Transportation
Lytx, Inc. (12)(21)	First lien senior secured loan	S +	6.75%	02/2028	23,668		23,534		23,668		1.9	%
Motus Group, LLC (13)(21)	Second lien senior secured loan	S +	6.50%	12/2029	3,615		3,587		3,579		0.3	%
							27,121		27,247		2.2	%
Total non-controlled/non-affiliated portfolio company debt investments							$	1,831,292	$	1,804,561	148.7	%
Equity Investments
Asset based lending and fund finance
AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC (6)(11)(18)(20)(21)(24)	LLC Interest		N/A	N/A	1,497		1,497		1,497		0.1	%
AAM Series 2.1 Aviation Feeder, LLC (6)(11)(18)(20)(21)(24)	LLC Interest		N/A	N/A	1,727		1,729		1,727		0.1	%
Amergin Asset Management, LLC (11)(18)(20)(21)(24)	Class A Units		N/A	N/A	50,000,000		—		—		0.0	%
							3,226		3,224		0.2	%

16

Blue Owl Capital Corporation II

Consolidated Schedule of Investments (continued)

As of March 31, 2024

(Amounts in thousands, except share amounts)

(Unaudited)

Company(1)(3)(19)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(4)(26)	Fair Value	Percentage of Net Assets
Automotive Services
CD&R Value Building Partners I, L.P. (dba Belron) (11)(18)(20)(21)(24)(28)	LP Interest		N/A	N/A	1,000	996	1,245	0.1	%
Metis HoldCo, Inc. (dba Mavis Tire Express Services) (20)(21)(23)(24)	Series A Convertible Preferred Stock		7.00% PIK	N/A	32,308	38,763	39,530	3.3	%
						39,759	40,775	3.4	%
Buildings and real estate
Associations Finance, Inc. (20)(21)(23)(24)	Preferred Stock		13.50% PIK	N/A	10,200,000	12,148	12,288	1.0	%
Dodge Construction Network Holdings, L.P. (11)(20)(21)(24)	Class A-2 Common Units		N/A	N/A	431,889	368	295	0.0	%
Dodge Construction Network Holdings, L.P. (13)(20)(21)(24)	Series A Preferred Units	S +	8.25%	N/A	—	9	6	0.0	%
						12,525	12,589	1.0	%
Business Services
Denali Holding, LP (dba Summit Companies) (11)(20)(21)(24)	Class A Units		N/A	N/A	41,874	425	679	0.1	%
Hercules Buyer, LLC (dba The Vincit Group) (11)(20)(21)(22)(24)	Common Units		N/A	N/A	350,000	350	392	0.0	%
Knockout Intermediate Holdings I Inc. (dba Kaseya Inc.) (20)(21)(24)	Perpetual Preferred Stock	S +	10.75% PIK	N/A	400	468	475	0.0	%
						1,243	1,546	0.1	%
Consumer Products
ASP Conair Holdings LP (11)(20)(21)(24)	Class A Units		N/A	N/A	12,857	1,286	1,270	0.1	%
						1,286	1,270	0.1	%
Food and beverage
H-Food Holdings, LLC (11)(20)(21)(24)	LLC Interest		N/A	N/A	1,625	1,625	100	0.0	%
Hissho Sushi Holdings, LLC (11)(20)(21)(24)	Class A units		N/A	N/A	7,502	75	104	0.0	%
						1,700	204	0.0	%
Healthcare equipment and services
KPCI Holdings, L.P. (11)(20)(21)(24)	Class A Units		N/A	N/A	5,665	6,014	9,563	0.8	%
Maia Aggregator, LP (11)(20)(21)(24)	Class A-2 Units		N/A	N/A	112,360	112	113	0.0	%
Patriot Holdings SCSp (dba Corza Health, Inc.) (18)(20)(21)(23)(24)	Class A Units		8.00% PIK	N/A	1,370	1,891	1,854	0.2	%
Patriot Holdings SCSp (dba Corza Health, Inc.) (11)(18)(20)(21)(24)	Class B Units		N/A	N/A	18,864	25	332	0.0	%
Rhea Acquisition Holdings, LP (11)(20)(21)(24)	Series A-2 Units		N/A	N/A	119,048	119	161	0.0	%
						8,161	12,023	1.0	%
Healthcare providers and services
KOBHG Holdings, L.P. (dba OB Hospitalist) (11)(20)(21)(24)	Class A Interests		N/A	N/A	1,291	1,291	1,138	0.1	%
KWOL Acquisition Inc. (dba Worldwide Clinical Trials) (11)(20)(21)(24)	Class A Interest		N/A	N/A	30	301	301	—	%
Romulus Intermediate Holdings 1 Inc. (dba PetVet Care Centers) (20)(21)(23)(24)	Series A Preferred Stock		15.00% PIK	N/A	1,786,552	1,754	1,751	0.1	%
XOMA Corporation (11)(20)(21)(24)	Warrants		N/A	N/A	1,800	12	20	—	%
						3,358	3,210	0.2	%
Healthcare technology
Minerva Holdco, Inc. (20)(21)(23)(24)	Series A Preferred Stock		10.75% PIK	N/A	1,000	1,208	1,172	0.1	%
						1,208	1,172	0.1	%
Household products
Evology, LLC (11)(20)(21)(24)	Class B Units		N/A	N/A	113	540	516	0.0	%
						540	516	0.0	%

17

Blue Owl Capital Corporation II

Consolidated Schedule of Investments (continued)

As of March 31, 2024

(Amounts in thousands, except share amounts)

(Unaudited)

Company(1)(3)(19)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(4)(26)		Fair Value		Percentage of Net Assets
Human resource support services
Sunshine Software Holdings, Inc. (dba Cornerstone OnDemand) (20)(21)(23)(24)	Series A Preferred Stock		10.50% PIK	N/A	5,500	6,796		6,264		0.5	%
						6,796		6,264		0.5	%
Insurance
Evolution Parent, LP (dba SIAA) (11)(20)(21)(24)	LP Interest		N/A	N/A	8,919	892		1,015		0.1	%
Fifth Season Investments LLC (20)(21)(24)	Class A Units		N/A	N/A	1	3,011		3,110		0.3	%
GoHealth, Inc. (11)(15)(20)(21)	Common Stock		N/A	N/A	15,139	1,163		159		0.0	%
GrowthCurve Capital Sunrise Co-Invest LP (dba Brightway) (11)(20)(21)(24)	LP Interest		N/A	N/A	105	106		102		0.0	%
PCF Holdco, LLC (dba PCF Insurance Services) (11)(20)(21)(24)	Class A Units		N/A	N/A	2,513,848	6,376		11,081		0.9	%
						11,548		15,467		1.3	%
Internet software and services
BCTO WIW Holdings, Inc. (dba When I Work) (11)(20)(21)(24)	Class A Common Stock		N/A	N/A	3,000	300		219		0.0	%
Brooklyn Lender Co-Invest 2, L.P. (dba Boomi) (11)(20)(21)(24)	Common Units		N/A	N/A	1,345,119	1,345		1,467		0.1	%
Insight CP (Blocker) Holdings, L.P. (dba CivicPlus, LLC) (11)(18)(20)(21)(24)	LP Interest		N/A	N/A	31,406	31		34		0.0	%
MessageBird Holding B.V. (11)(18)(20)(21)(24)	Extended Series C Warrants		N/A	N/A	25,540	157		32		0.0	%
Project Alpine Co-Invest Fund, LP (11)(18)(20)(21)(24)	LP Interest		N/A	N/A	1,000	1,001		1,182		0.1	%
Thunder Topco L.P. (dba Vector Solutions) (11)(20)(21)(24)	Common Units		N/A	N/A	819,817	820		885		0.1	%
VEPF Torreys Aggregator, LLC (dba MINDBODY, Inc.) (20)(21)(23)(24)	Series A Preferred Stock		6.00% PIK	N/A	3,750	4,328		4,295		0.4	%
WMC Bidco, Inc. (dba West Monroe) (20)(21)(23)(24)	Senior Preferred Stock		11.25% PIK	N/A	2,385	3,074		2,925		0.2	%
						11,056		11,039		0.9	%
Manufacturing
Gloves Holdings, LP (dba Protective Industrial Products) (11)(20)(21)(24)	LP Interest		N/A	N/A	7,000	700		829		0.1	%
Windows Entities (18)(20)(21)(24)(25)	LLC Units		N/A	N/A	10,616	20,106		46,210		3.8	%
						20,806		47,039		3.9	%
Pharmaceuticals
LSI Financing 1 DAC (6)(18)(20)(21)(24)	Preferred Equity		N/A	N/A	928,838	932		992		0.1	%
						932		992		0.1	%
Total non-controlled/non-affiliated portfolio company equity investments						$	124,144	$	157,330	12.8	%
Total non-controlled/non-affiliated portfolio company investments						$	1,955,436	$	1,961,891	161.5	%
Non-controlled/affiliated portfolio company investments
Debt Investments(5)
Advertising and media
Swipe Acquisition Corporation (dba PLI) (13)(20)(21)(27)	First lien senior secured loan	S +	8.00%	06/2026	8,443	8,434		8,443		0.7	%
Swipe Acquisition Corporation (dba PLI) (6)(13)(20)(21)(27)	First lien senior secured delayed draw term loan	S +	8.00%	06/2026	210	204		210		0.0	%
Swipe Acquisition Corporation (dba PLI) (6)(20)(21)(27)	Letter of Credit	S +	8.00%	06/2026	—	—		—		—	%
						8,638		8,653		0.7	%

18

Blue Owl Capital Corporation II

Consolidated Schedule of Investments (continued)

As of March 31, 2024

(Amounts in thousands, except share amounts)

(Unaudited)

Company(1)(3)(19)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(4)(26)		Fair Value		Percentage of Net Assets
Household products
Walker Edison Furniture Company LLC (9)(12)(20)(21)(27)	First lien senior secured loan	S +	6.75% PIK	03/2027	5,669	4,698		4,961		0.4	%
Walker Edison Furniture Company LLC (6)(9)(13)(17)(20)(21)(27)	First lien senior secured delayed draw term loan	S +	6.75% PIK	03/2027	593	590		417		—	%
Walker Edison Furniture Company LLC (9)(12)(20)(21)(27)	First lien senior secured revolving loan	S +	6.25%	03/2027	2,247	2,247		2,051		0.2	%
						7,535		7,429		0.6	%
Total non-controlled/affiliated portfolio company debt investments						$	16,173	$	16,082	1.3	%
Equity Investments
Advertising and media
New PLI Holdings, LLC (dba PLI) (11)(20)(21)(24)(27)	Class A Common Units		N/A	N/A	10,755	5,952		12,121		1.0	%
						5,952		12,121		1.0	%
Household Products
Walker Edison Holdco LLC (11)(20)(21)(24)(27)	Common Units		N/A	N/A	49,159	4,751		204		0.0	%
						4,751		204		0.0	%
Total non-controlled/affiliated portfolio company equity investments						$	10,703	$	12,325	1.0	%
Total non-controlled/affiliated portfolio company investments						$	26,876	$	28,407	2.3	%
Total Investments						$	1,982,312	$	1,990,298	163.8	%

______________

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

(2)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.

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

(4)The amortized cost represents the original cost adjusted for the accretion and 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 Secured Overnight Financing Rate (“SOFR” or “S,” which can include one-, three- or six- month SOFR), Euro Interbank Offered Rate (“EURIBOR” or “E”, which can include one-, two-, three- or six-month EURIBOR), SONIA (“SONIA” or “SA”) or an alternate base rate (which can include the Federal Funds Effective Rate or the Prime Rate (“PRIME” or “P”)), at the borrower’s option, and which reset periodically based on the terms of the loan agreement.

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

(7)The interest rate on these loans is subject to PRIME, which as of March 31, 2024 was 8.50%.

(8)The interest rate on this loan is subject to SONIA, which as of March 31, 2024 was 5.19%.

(9)Loan was on non-accrual status as of March 31, 2024.

(10)The interest rate on this loan is subject to 3 month EURIBOR, which as of March 31, 2024 was 3.89%.

(11)Investment is non-income producing.

(12)The interest rate on these loans is subject to 1 month SOFR, which as of March 31, 2024 was 5.33%.

(13)The interest rate on these loans is subject to 3 month SOFR, which as of March 31, 2024 was 5.30%.

(14)The interest rate on these loans is subject to 6 month SOFR, which as of March 31, 2024 was 5.22%.

(15)Level 1 investment.

(16)Level 2 investment.

(17)The date disclosed represents the commitment period of the unfunded term loan. Upon expiration of the commitment period, the funded portion of the term loan may be subject to a longer maturity date.

(18)This portfolio company is not a qualifying asset under Section 55(a) of the1940 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 March 31, 2024, non-qualifying assets represented 9.5% of total assets as calculated in accordance with the regulatory requirements.

(19)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 5 “Debt.”

(20)Investment is not pledged as collateral for the credit facilities to which certain of our subsidiaries are parties (the "SPV Asset Facilities").

(21)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.”

19

Blue Owl Capital Corporation II

Consolidated Schedule of Investments (continued)

As of March 31, 2024

(Amounts in thousands, except share amounts)

(Unaudited)

(22)The Company invests 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.

(23)Investment does not contain a variable rate structure.

(24)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 March 31, 2024, the aggregate fair value of these securities is $169.5 million, or 13.8% of the Company’s net assets. The acquisition dates of the restricted securities are as follows:

Portfolio Company	Investment	Acquisition Date
AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC	LLC Interest	July 1, 2022
AAM Series 2.1 Aviation Feeder, LLC	LLC Interest	July 1, 2022
Amergin Asset Management, LLC	Class A Units	July 1, 2022
ASP Conair Holdings LP	Class A Units	May 17, 2021
Associations Finance, Inc.	Preferred Stock	June 10, 2022
BCTO WIW Holdings, Inc. (dba When I Work)	Class A Common Stock	November 2, 2021
Brooklyn Lender Co-Invest 2, L.P. (dba Boomi)	Common Units	October 1, 2021
CD&R Value Building Partners I, L.P. (dba Belron)	LP Interest	December 2, 2021
Denali Holding, LP (dba Summit Companies)	Class A Units	September 15, 2021
Dodge Construction Network Holdings, L.P.	Class A-2 Common Units	February 23, 2022
Dodge Construction Network Holdings, L.P.	Series A Preferred Units	February 23, 2022
Evology, LLC	Class B Units	January 24, 2022
Evolution Parent, LP (dba SIAA)	LP Interest	April 30, 2021
Fifth Season Investments LLC	Class A Units	October 17, 2022
Gloves Holdings, LP (dba Protective Industrial Products)	LP Interest	December 29, 2020
GrowthCurve Capital Sunrise Co-Invest LP (dba Brightway)	LP Interest	December 16, 2021
Hercules Buyer, LLC (dba The Vincit Group)	Common Units	December 15, 2020
H-Food Holdings, LLC	LLC Interest	November 23, 2018
Hissho Sushi Holdings, LLC	Class A Units	May 17, 2022
Insight CP (Blocker) Holdings, L.P. (dba CivicPlus, LLC)	LP Interest	June 8, 2022
Knockout Intermediate Holdings I Inc. (dba Kaseya)	Perpetual Preferred Stock	June 22, 2022
KOBHG Holdings L.P. (dba OB Hospitalist)	Class A Interests	September 27, 2021
KPCI Holdings, L.P.	Class A Units	November 30, 2020
LSI Financing 1 DAC	Preferred Equity	December 14, 2022
Maia Aggregator, LP	Class A-2 Units	February 1, 2022
MessageBird Holding B.V.	Extended Series C Warrants	May 5, 2021
Metis HoldCo, Inc. (dba Mavis Tire Express Services)	Series A Convertible Preferred Stock	May 4, 2021
Minerva Holdco, Inc	Series A Preferred Stock	February 15, 2022
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 (dba PCF Insurance Services)	Class A Units	November 1, 2021
Project Alpine Co-Invest Fund, LP	LP Interest	June 13, 2022
Rhea Acquisition Holdings, LP	Series A-2 Units	February 18, 2022
Sunshine Software Holdings, Inc. (dba Cornerstone OnDemand)	Series A Preferred Stock	October 15, 2021
Thunder Topco L.P. (dba Vector Solutions)	Common Units	June 30, 2021
VEPF Torreys Aggregator, LLC (dba MINDBODY, Inc.)	Series A Preferred Stock	October 15, 2021

20

Blue Owl Capital Corporation II

Consolidated Schedule of Investments (continued)

As of March 31, 2024

(Amounts in thousands, except share amounts)

(Unaudited)

Portfolio Company	Investment	Acquisition Date
Walker Edison Furniture Company LLC	Common Units	March 1, 2023
Windows Entities	LLC Units	January 16, 2020
WMC Bidco, Inc. (dba West Monroe)	Senior Preferred Stock	November 9, 2021

(25)Investment represents multiple underlying investments in related entities under common management. These underlying investments are on identical terms and include Midwest Custom Windows, LLC with a fair value of $8.0 million, Greater Toronto Custom Windows, Corp. with a fair value of $3.3 million, Garden State Custom Windows, LLC with a fair value of $11.2 million, Long Island Custom Windows, LLC with a fair value of $9.7 million, Jemico, LLC with a fair value of $7.7 million, Atlanta Custom Windows, LLC with a fair value of $3.8 million and Fairchester Custom Windows LLC with a fair value of $2.5 million as of March 31, 2024. Greater Toronto Custom Windows, Corp. is considered a non-qualifying asset.

(26)As of March 31, 2024, the net estimated unrealized gain for U.S. federal income tax purposes was $11.1 million based on a tax cost basis of $2.0 billion. As of March 31, 2024, the estimated aggregate gross unrealized loss for U.S. federal income tax purposes was $42.8 million and the estimated aggregate gross unrealized gain for U.S. federal income tax purposes was $53.9 million.

(27)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 March 31, 2024 in which the Company was an Affiliated Person of the portfolio company are as follows:

Company	Fair Value at December 31, 2023		Gross Additions(a)		Gross Reductions(b)		Net Change in Unrealized Gain/(Loss)		Realized Gain/(Loss)		Transfers		Fair Value at March 31, 2024		Other Income		Interest Income		Dividend Income
Swipe Acquisition Corporation (dba PLI)	$	19,842	$	991	$	(55)	$	(4)	$	—	$	—	$	20,774	$	20	$	308	$	110
Walker Edison Furniture Company LLC	7,497		591				(455)		—		—		7,633		2		—		—
Total	$	27,339	$	1,582	$	(55)	$	(459)	$	—	$	—	$	28,407	$	22	$	308	$	110

(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.

(28)Investment measured at net asset value ("NAV").

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

21

Blue Owl Capital Corporation II

Consolidated Schedule of Investments

As of December 31, 2023

(Amounts in thousands, except share amounts)

Company(1)(3)(21)	Investment	Interest		Maturity Date	Par / Units		Amortized Cost(4)(29)		Fair Value		Percentage of Net Assets
Non-controlled/non-affiliated portfolio company investments
Debt Investments(5)
Advertising and media
Global Music Rights, LLC (13)(20)(21)	First lien senior secured loan	S +	5.50%	08/2028	$	919	$	905	$	919	0.1	%
Global Music Rights, LLC (2)(6)(20)(21)	First lien senior secured revolving loan	S +	5.50%	08/2027	—		(1)		—		0.0	%
							904		919		0.1	%
Aerospace and defense
Aviation Solutions Midco, LLC (dba STS Aviation) (13)(21)	First lien senior secured loan	S +	7.25%	01/2025	37,185		37,037		37,743		3.0	%
Peraton Corp. (13)(16)(21)	Second lien senior secured loan	S +	7.75%	02/2029	14,494		14,336		14,386		1.1	%
Valence Surface Technologies LLC (13)(20)(21)	First lien senior secured loan	S +	7.75%	06/2025	34,197		34,066		30,094		2.4	%
Valence Surface Technologies LLC (6)(13)(20)(21)	First lien senior secured revolving loan	S +	7.75%	06/2025	2,776		2,767		2,442		0.2	%
							88,206		84,665		6.7	%
Asset based lending and fund finance
AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC (18)(20)(21)(23)	First lien senior secured loan		12.00% PIK	07/2030	2,196		2,196		2,196		0.2	%
AAM Series 2.1 Aviation Feeder, LLC (18)(20)(21)(23)	First lien senior secured loan		12.00% PIK	11/2030	2,609		2,609		2,609		0.2	%
Hg Genesis 8 Sumoco Limited (8)(18)(20)(21)	Unsecured facility	SA +	6.00% PIK	08/2025	£5,449		7,168		6,946		0.5	%
Hg Genesis 9 SumoCo Limited (10)(18)(20)(21)	Unsecured EUR facility	E +	7.00% PIK	03/2027	€ 1,052		1,153		1,163		0.1	%
Hg Saturn Luchaco Limited (8)(18)(20)(21)	Unsecured facility	SA +	7.50% PIK	03/2026	£22,353		30,115		28,495		2.3	%
							43,241		41,409		3.3	%
Buildings and real estate
Associations, Inc. (13)(21)	First lien senior secured loan	S +	6.50% (2.50% PIK)	07/2027	40,261		40,029		40,060		3.2	%
Associations, Inc. (6)(13)(17)(20)(21)	First lien senior secured delayed draw term loan	S +	6.50% (2.50% PIK)	06/2024	325		323		323		0.0	%
Associations, Inc. (6)(13)(20)(21)	First lien senior secured revolving loan	S +	6.50%	07/2027	2,171		2,136		2,141		0.2	%
REALPAGE, INC. (12)(16)(21)	Second lien senior secured loan	S +	6.50%	04/2029	6,500		6,428		6,484		0.5	%
							48,916		49,008		3.9	%
Business services
Access CIG, LLC (13)(21)	Second lien senior secured loan	S +	7.75%	02/2026	24,564		24,518		24,564		1.9	%
CIBT Global, Inc. (13)(20)(21)(26)	First lien senior secured loan	S +	5.25%	05/2026	166		104		111		0.0	%
CIBT Global, Inc. (13)(20)(21)(26)	Second lien senior secured loan	S +	7.75% PIK	12/2026	11,237		4,715		1,489		0.1	%
Denali BuyerCo, LLC (dba Summit Companies) (13)(20)(21)	First lien senior secured loan	S +	5.50%	09/2028	5,876		5,793		5,861		0.5	%
Denali BuyerCo, LLC (dba Summit Companies) (2)(6)(20)(21)	First lien senior secured revolving loan	S +	5.50%	09/2027	—		(1)		—		0.0	%
Diamondback Acquisition, Inc. (dba Sphera) (12)(20)(21)	First lien senior secured loan	S +	5.50%	09/2028	626		617		616		0.0	%
Entertainment Benefits Group, LLC (12)(20)(21)	First lien senior secured loan	S +	5.25%	09/2025	854		849		854		0.1	%
Entertainment Benefits Group, LLC (6)(12)(20)(21)	First lien senior secured revolving loan	S +	5.25%	09/2025	53		52		53		0.0	%

22

Blue Owl Capital Corporation II

Consolidated Schedule of Investments (continued)

As of December 31, 2023

(Amounts in thousands, except share amounts)

Company(1)(3)(21)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(4)(29)	Fair Value	Percentage of Net Assets
Gainsight, Inc. (13)(20)(21)	First lien senior secured loan	S +	6.75% PIK	07/2027	6,192	6,134	6,131	0.5	%
Gainsight, Inc. (6)(13)(20)(21)	First lien senior secured revolving loan	S +	6.75% PIK	07/2027	444	435	435	0.0	%
Hercules Borrower, LLC (dba The Vincit Group) (13)(21)	First lien senior secured loan	S +	6.25%	12/2026	27,983	27,749	27,913	2.2	%
Hercules Borrower, LLC (dba The Vincit Group) (2)(6)(20)(21)	First lien senior secured revolving loan	S +	6.25%	12/2026	—	(25)	(8)	0.0	%
Hercules Buyer, LLC (dba The Vincit Group) (20)(21)(22)(23)	Unsecured notes		0.48% PIK	12/2029	828	828	927	0.1	%
Kaseya Inc. (13)(20)(21)	First lien senior secured loan	S +	6.25% (2.50% PIK)	06/2029	540	531	538	0.0	%
Kaseya Inc. (6)(13)(17)(20)(21)	First lien senior secured delayed draw term loan	S +	6.25% (2.50% PIK)	06/2024	2	2	2	0.0	%
Kaseya Inc. (6)(12)(20)(21)	First lien senior secured revolving loan	S +	5.50%	06/2029	8	8	8	0.0	%
KPSKY Acquisition, Inc. (dba BluSky) (13)(20)(21)	First lien senior secured loan	S +	5.25%	10/2028	978	963	968	0.1	%
KPSKY Acquisition, Inc. (dba BluSky) (6)(13)(17)(20)(21)	First lien senior secured delayed draw term loan	S +	5.75%	11/2025	1	—	1	0.0	%
						73,272	70,463	5.5	%
Chemicals
Advancion Holdings, LLC (fka Aruba Investments Holdings, LLC) (12)(21)	Second lien senior secured loan	S +	7.75%	11/2028	22,500	22,267	21,038	1.7	%
Gaylord Chemical Company, L.L.C. (13)(21)	First lien senior secured loan	S +	6.00%	03/2027	26,947	26,784	26,812	2.1	%
Gaylord Chemical Company, L.L.C. (2)(6)(20)(21)	First lien senior secured revolving loan	S +	6.00%	03/2026	—	(12)	(13)	0.0	%
Velocity HoldCo III Inc. (dba VelocityEHS) (13)(20)(21)	First lien senior secured loan	S +	5.75%	04/2027	5,979	5,896	5,979	0.5	%
Velocity HoldCo III Inc. (dba VelocityEHS) (6)(13)(20)(21)	First lien senior secured revolving loan	S +	5.75%	04/2026	46	42	46	0.0	%
						54,977	53,862	4.3	%
Consumer products
Conair Holdings LLC (12)(21)	Second lien senior secured loan	S +	7.50%	05/2029	45,000	44,448	43,536	3.4	%
Feradyne Outdoors, LLC (13)(20)(21)	First lien senior secured loan	S +	6.25%	05/2026	637	637	585	0.0	%
Foundation Consumer Brands, LLC (13)(20)(21)	First lien senior secured loan	S +	6.25%	02/2027	3,192	3,127	3,192	0.3	%
Lignetics Investment Corp. (13)(20)(21)	First lien senior secured loan	S +	6.00%	11/2027	10,824	10,731	10,743	0.8	%
Lignetics Investment Corp. (6)(13)(20)(21)	First lien senior secured revolving loan	S +	6.00%	10/2026	1,225	1,215	1,214	0.1	%
SWK BUYER, Inc. (dba Stonewall Kitchen) (13)(20)(21)	First lien senior secured loan	S +	5.25%	03/2029	743	731	715	0.1	%
SWK BUYER, Inc. (dba Stonewall Kitchen) (2)(13)(20)(21)	First lien senior secured revolving loan	S +	5.25%	03/2029	—	(1)	(3)	0.0	%
WU Holdco, Inc. (dba Weiman Products, LLC) (13)(21)	First lien senior secured loan	S +	5.50%	03/2026	45,791	45,413	44,762	3.5	%
WU Holdco, Inc. (dba Weiman Products, LLC) (13)(20)(21)	First lien senior secured revolving loan	S +	5.50%	03/2025	1,902	1,877	1,823	0.1	%
						108,178	106,567	8.3	%
Containers and packaging
Arctic Holdco, LLC (dba Novvia Group) (13)(20)(21)	First lien senior secured loan	S +	6.00%	12/2026	1,891	1,854	1,853	0.1	%
Arctic Holdco, LLC (dba Novvia Group) (2)(6)(17)(20)(21)	First lien senior secured delayed draw term loan	S +	6.00%	12/2024	—	(26)	(27)	0.0	%
Ascend Buyer, LLC (dba PPC Flexible Packaging) (13)(20)(21)	First lien senior secured loan	S +	6.40%	10/2028	757	751	755	0.1	%
Ascend Buyer, LLC (dba PPC Flexible Packaging) (6)(12)(20)(21)	First lien senior secured revolving loan	S +	6.25%	09/2027	26	26	26	0.0	%

23

Blue Owl Capital Corporation II

Consolidated Schedule of Investments (continued)

As of December 31, 2023

(Amounts in thousands, except share amounts)

Company(1)(3)(21)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(4)(29)	Fair Value	Percentage of Net Assets
Fortis Solutions Group, LLC (13)(20)(21)	First lien senior secured loan	S +	5.50%	10/2028	893	879	873	0.1	%
Fortis Solutions Group, LLC (6)(13)(20)(21)	First lien senior secured revolving loan	S +	5.50%	10/2027	4	3	2	0.0	%
Indigo Buyer, Inc. (dba Inovar Packaging Group) (13)(20)(21)	First lien senior secured loan	S +	6.25%	05/2028	888	881	886	0.1	%
Indigo Buyer, Inc. (dba Inovar Packaging Group) (6)(13)(20)(21)	First lien senior secured revolving loan	S +	6.25%	05/2028	40	39	40	0.0	%
Pregis Topco LLC (12)(21)	Second lien senior secured loan	S +	6.75%	08/2029	30,000	29,609	30,000	2.4	%
						34,016	34,408	2.8	%
Distribution
ABB/Con-cise Optical Group LLC (13)(20)(21)	First lien senior secured loan	S +	7.50%	02/2028	850	841	818	0.1	%
Endries Acquisition, Inc. (13)(20)(21)	First lien senior secured loan	S +	5.25%	12/2028	18,611	18,472	18,472	1.5	%
Endries Acquisition, Inc. (2)(6)(17)(20)(21)	First lien senior secured delayed draw term loan	S +	5.25%	06/2024	—	(34)	(35)	0.0	%
Endries Acquisition, Inc. (2)(6)(17)(20)(21)	First lien senior secured delayed draw term loan	S +	5.25%	12/2025	—	(13)	(13)	0.0	%
BradyIFS Holdings, LLC (fka Individual Foodservice Holdings, LLC) (13)(20)(21)	First lien senior secured loan	S +	6.00%	10/2029	29,230	28,943	28,923	2.3	%
BradyIFS Holdings, LLC (fka Individual Foodservice Holdings, LLC) (6)(13)(17)(20)(21)	First lien senior secured delayed draw term loan	S +	6.00%	10/2025	789	766	780	0.1	%
BradyIFS Holdings, LLC (fka Individual Foodservice Holdings, LLC) (2)(6)(20)(21)	First lien senior secured revolving loan	S +	6.00%	10/2029	—	(24)	(26)	0.0	%
Offen, Inc. (12)(21)	First lien senior secured loan	S +	5.00%	06/2026	4,660	4,642	4,660	0.4	%
						53,593	53,579	4.4	%
Education
Pluralsight, LLC (13)(20)(21)	First lien senior secured loan	S +	8.00%	04/2027	20,640	20,505	19,970	1.6	%
Pluralsight, LLC (6)(13)(20)(21)	First lien senior secured revolving loan	S +	8.00%	04/2027	1,006	998	963	0.1	%
						21,503	20,933	1.7	%
Financial services
Blackhawk Network Holdings, Inc. (12)(21)	Second lien senior secured loan	S +	7.00%	06/2026	18,777	18,717	18,777	1.5	%
Finastra USA, Inc. (14)(18)(20)(21)	First lien senior secured loan	S +	7.25%	09/2029	3,776	3,733	3,738	0.3	%
Finastra USA, Inc. (6)(12)(18)(20)(21)	First lien senior secured revolving loan	S +	7.25%	09/2029	104	100	100	0.0	%
KRIV Acquisition Inc. (dba Riveron) (13)(20)(21)	First lien senior secured loan	S +	6.25%	07/2029	1,055	1,026	1,026	0.1	%
KRIV Acquisition Inc. (dba Riveron) (2)(6)(17)(20)(21)	First lien senior secured delayed draw term loan	S +	6.25%	07/2025	—	(2)	(2)	0.0	%
KRIV Acquisition Inc. (dba Riveron) (2)(6)(20)(21)	First lien senior secured revolving loan	S +	6.25%	07/2029	—	(4)	(4)	0.0	%
NMI Acquisitionco, Inc. (dba Network Merchants) (12)(20)(21)	First lien senior secured loan	S +	5.75%	09/2025	4,805	4,777	4,781	0.4	%
NMI Acquisitionco, Inc. (dba Network Merchants) (2)(20)(21)	First lien senior secured revolving loan	S +	5.75%	09/2025	—	(1)	(1)	0.0	%
Smarsh Inc. (13)(20)(21)	First lien senior secured loan	S +	5.75%	02/2029	762	756	760	0.1	%
Smarsh Inc. (6)(13)(17)(20)(21)	First lien senior secured delayed draw term loan	S +	5.75%	02/2024	95	94	95	0.0	%
Smarsh Inc. (6)(20)(21)	First lien senior secured revolving loan	S +	5.75%	02/2029	—	—	—	0.0	%
						29,196	29,270	2.4	%

24

Blue Owl Capital Corporation II

Consolidated Schedule of Investments (continued)

As of December 31, 2023

(Amounts in thousands, except share amounts)

Company(1)(3)(21)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(4)(29)	Fair Value	Percentage of Net Assets
Food and beverage
Balrog Acquisition, Inc. (dba Bakemark) (12)(20)(21)	Second lien senior secured loan	S +	7.00%	09/2029	5,000	4,967	4,938	0.4	%
The Better Being Co., LLC (fka Nutraceutical International Corporation) (12)(20)(21)	First lien senior secured loan	S +	7.50%	09/2026	33,759	33,512	30,383	2.4	%
The Better Being Co., LLC (fka Nutraceutical International Corporation) (12)(20)(21)	First lien senior secured revolving loan	S +	7.50%	09/2026	1,524	1,512	1,277	0.1	%
BP Veraison Buyer, LLC (dba Sun World) (13)(21)	First lien senior secured loan	S +	5.50%	05/2027	14,230	14,121	14,230	1.1	%
BP Veraison Buyer, LLC (dba Sun World) (2)(6)(20)(21)	First lien senior secured revolving loan	S +	5.50%	05/2027	—	(13)	—	0.0	%
H-Food Holdings, LLC (13)(16)(21)	First lien senior secured loan	S +	4.00%	05/2025	1	1	1	0.0	%
H-Food Holdings, LLC (13)(21)	Second lien senior secured loan	S +	7.00%	03/2026	18,200	18,040	11,921	0.9	%
Hissho Sushi Merger Sub, LLC (13)(20)(21)	First lien senior secured loan	S +	5.50%	05/2028	892	885	892	0.1	%
Hissho Sushi Merger Sub, LLC (2)(6)(20)(21)	First lien senior secured revolving loan	S +	5.50%	05/2028	—	(1)	—	0.0	%
Innovation Ventures HoldCo, LLC (dba 5 Hour Energy) (12)(20)(21)	First lien senior secured loan	S +	6.25%	03/2027	1,000	987	988	0.1	%
Nellson Nutraceutical, LLC (13)(20)(21)	First lien senior secured loan	S +	5.75%	12/2025	25,785	25,535	25,334	2.0	%
Rushmore Investment III LLC (dba Winland Foods) (12)(20)(21)	First lien senior secured loan	S +	6.00%	10/2030	24,400	24,023	24,010	1.9	%
Sara Lee Frozen Bakery, LLC (fka KSLB Holdings, LLC) (13)(21)	First lien senior secured loan	S +	4.50%	07/2025	4,785	4,761	4,606	0.4	%
Sara Lee Frozen Bakery, LLC (fka KSLB Holdings, LLC) (6)(13)(20)(21)	First lien senior secured revolving loan	S +	4.50%	07/2025	347	347	309	0.0	%
Shearer's Foods, LLC (12)(21)	Second lien senior secured loan	S +	7.75%	09/2028	36,000	35,758	36,000	2.8	%
Ultimate Baked Goods Midco, LLC (12)(21)	First lien senior secured loan	S +	6.25%	08/2027	16,170	15,900	16,170	1.3	%
Ultimate Baked Goods Midco, LLC (2)(6)(20)(21)	First lien senior secured revolving loan	S +	6.25%	08/2027	—	(30)	—	0.0	%
						180,305	171,059	13.5	%
Healthcare equipment and services
Confluent Medical Technologies, Inc. (13)(20)(21)	Second lien senior secured loan	S +	6.50%	02/2030	1,000	984	993	0.1	%
CSC MKG Topco LLC (dba Medical Knowledge Group) (12)(20)(21)	First lien senior secured loan	S +	5.75%	02/2029	841	828	829	0.1	%
Nelipak Holding Company (13)(21)	First lien senior secured loan	S +	4.25%	07/2026	270	268	270	0.0	%
Nelipak Holding Company (6)(12)(20)(21)	First lien senior secured USD revolving loan	S +	4.25%	07/2024	240	238	240	0.0	%
Nelipak Holding Company (6)(9)(20)(21)	First lien senior secured EUR revolving loan	E +	4.50%	07/2024	€ 176	175	194	0.0	%
Nelipak Holding Company (13)(21)	Second lien senior secured USD term loan	S +	8.25%	07/2027	7,994	7,930	7,994	0.6	%
Nelipak Holding Company (10)(20)(21)	Second lien senior secured EUR term loan	E +	8.50%	07/2027	€ 7,170	7,960	7,901	0.6	%
Packaging Coordinators Midco, Inc. (12)(21)	Second lien senior secured loan	S +	7.00%	12/2029	37,269	36,706	37,174	2.9	%

25

Blue Owl Capital Corporation II

Consolidated Schedule of Investments (continued)

As of December 31, 2023

(Amounts in thousands, except share amounts)

Company(1)(3)(21)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(4)(29)	Fair Value	Percentage of Net Assets
Patriot Acquisition TopCo S.A.R.L (dba Corza Health, Inc.) (12)(18)(21)	First lien senior secured loan	S +	6.75%	01/2028	25,262	24,993	25,198	2.0	%
Patriot Acquisition TopCo S.A.R.L (dba Corza Health, Inc.) (6)(13)(18)(20)(21)	First lien senior secured revolving loan	S +	6.75%	01/2026	569	546	562	0.0	%
Rhea Parent, Inc. (13)(20)(21)	First lien senior secured loan	S +	5.50%	02/2029	762	750	758	0.1	%
						81,378	82,113	6.4	%
Healthcare providers and services
Allied Benefit Systems Intermediate LLC (13)(20)(21)	First lien senior secured loan	S +	5.25%	10/2030	2,536	2,499	2,498	0.2	%
Allied Benefit Systems Intermediate LLC (2)(6)(17)(20)(21)	First lien senior secured delayed draw term loan	S +	5.25%	10/2025	—	(3)	(3)	0.0	%
Diagnostic Services Holdings, Inc. (dba Rayus Radiology) (12)(20)(21)	First lien senior secured loan	S +	5.50%	03/2025	996	996	993	0.1	%
KWOL Acquisition Inc. (dba Worldwide Clinical Trials) (14)(20)(21)	First lien senior secured loan	S +	6.25%	12/2029	4,111	4,030	4,029	0.3	%
KWOL Acquisition Inc. (dba Worldwide Clinical Trials) (6)(14)(20)(21)	First lien senior secured revolving loan	S +	6.25%	12/2029	167	156	156	0.0	%
National Dentex Labs LLC (fka Barracuda Dental LLC) (13)(21)	First lien senior secured loan	S +	8.00% (3.00% PIK)	04/2026	19,837	19,712	19,490	1.5	%
National Dentex Labs LLC (fka Barracuda Dental LLC) (6)(12)(20)(21)	First lien senior secured revolving loan	S +	7.00%	04/2026	1,288	1,271	1,258	0.1	%
Natural Partners, LLC (13)(18)(20)(21)	First lien senior secured loan	S +	4.50%	11/2027	915	902	910	0.1	%
Natural Partners, LLC (2)(6)(18)(20)(21)	First lien senior secured revolving loan	S +	4.50%	11/2027	—	(1)	—	0.0	%
OB Hospitalist Group, Inc. (13)(20)(21)	First lien senior secured loan	S +	5.50%	09/2027	18,215	17,967	17,987	1.4	%
OB Hospitalist Group, Inc. (6)(12)(20)(21)	First lien senior secured revolving loan	S +	5.50%	09/2027	1,133	1,097	1,097	0.1	%
Ex Vivo Parent Inc. (dba OB Hospitalist) (12)(20)(21)	First lien senior secured loan	S +	9.75% PIK	09/2028	13,276	13,105	13,011	1.0	%
Pacific BidCo Inc. (14)(18)(20)(21)	First lien senior secured loan	S +	5.75% (3.20% PIK)	08/2029	1,748	1,711	1,730	0.1	%
Pacific BidCo Inc. (2)(6)(17)(18)(20)(21)	First lien senior secured delayed draw term loan	S +	5.75%	08/2025	—	(2)	—	0.0	%
PetVet Care Centers, LLC (12)(20)(21)	First lien senior secured loan	S +	6.00%	11/2030	15,282	15,132	15,122	1.2	%
PetVet Care Centers, LLC (2)(6)(17)(20)(21)	First lien senior secured delayed draw term loan	S +	6.00%	11/2025	—	(10)	(1)	0.0	%
PetVet Care Centers, LLC (2)(6)(20)(21)	First lien senior secured revolving loan	S +	6.00%	11/2029	—	(22)	(22)	0.0	%
Phoenix Newco, Inc. (dba Parexel) (12)(20)(21)	Second lien senior secured loan	S +	6.50%	11/2029	35,000	34,720	35,000	2.8	%
Plasma Buyer LLC (dba PathGroup) (13)(20)(21)	First lien senior secured loan	S +	5.75%	05/2029	672	661	659	0.1	%
Plasma Buyer LLC (dba PathGroup) (2)(6)(17)(20)(21)	First lien senior secured delayed draw term loan	S +	5.75%	05/2024	—	(1)	(2)	0.0	%
Plasma Buyer LLC (dba PathGroup) (6)(13)(20)(21)	First lien senior secured revolving loan	S +	5.75%	05/2028	25	24	24	0.0	%
Premier Imaging, LLC (dba LucidHealth) (13)(20)(21)	First lien senior secured loan	S +	6.00%	01/2025	7,518	7,487	7,292	0.6	%
Quva Pharma, Inc. (12)(20)(21)	First lien senior secured loan	S +	5.50%	04/2028	11,552	11,317	11,466	0.9	%
Quva Pharma, Inc. (2)(6)(20)(21)	First lien senior secured revolving loan	S +	5.50%	04/2026	—	(16)	(9)	0.0	%
Tivity Health, Inc. (13)(20)(21)	First lien senior secured loan	S +	6.00%	06/2029	988	967	980	0.1	%

26

Blue Owl Capital Corporation II

Consolidated Schedule of Investments (continued)

As of December 31, 2023

(Amounts in thousands, except share amounts)

Company(1)(3)(21)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(4)(29)	Fair Value	Percentage of Net Assets
Unified Women's Healthcare, LP (12)(20)(21)	First lien senior secured loan	S +	5.25%	06/2029	902	896	902	0.1	%
Unified Women's Healthcare, LP (12)(20)(21)	First lien senior secured loan	S +	5.50%	06/2029	4,000	3,971	4,000	0.3	%
Unified Women's Healthcare, LP (2)(6)(17)(20)(21)	First lien senior secured delayed draw term loan	S +	5.50%	10/2025	—	(22)	—	0.0	%
Unified Women's Healthcare, LP (2)(6)(20)(21)	First lien senior secured revolving loan	S +	5.25%	06/2029	—	(1)	—	0.0	%
Vermont Aus Pty Ltd (13)(18)(20)(21)	First lien senior secured loan	S +	5.50%	03/2028	983	964	973	0.1	%
XRL 1 LLC (dba XOMA) (20)(21)(23)	First lien senior secured loan		9.88%	12/2038	1,950	1,909	1,906	0.2	%
XRL 1 LLC (dba XOMA) (2)(6)(17)(20)(21)(23)	First lien senior secured delayed draw term loan		9.88%	12/2025	—	(2)	(3)	0.0	%
						141,414	141,443	11.3	%
Healthcare technology
BCPE Osprey Buyer, Inc. (dba PartsSource) (13)(20)(21)	First lien senior secured loan	S +	5.75%	08/2028	663	655	655	0.1	%
BCPE Osprey Buyer, Inc. (dba PartsSource) (2)(6)(17)(20)(21)	First lien senior secured delayed draw term loan	S +	5.75%	10/2025	—	(3)	(1)	0.0	%
BCPE Osprey Buyer, Inc. (dba PartsSource) (6)(12)(20)(21)	First lien senior secured revolving loan	S +	5.75%	08/2026	16	16	15	0.0	%
GI Ranger Intermediate, LLC (dba Rectangle Health) (13)(20)(21)	First lien senior secured loan	S +	5.75%	10/2028	908	894	894	0.1	%
GI Ranger Intermediate, LLC (dba Rectangle Health) (6)(13)(20)(21)	First lien senior secured revolving loan	S +	5.75%	10/2027	44	43	43	0.0	%
Imprivata, Inc. (13)(20)(21)	Second lien senior secured loan	S +	6.25%	12/2028	882	874	882	0.1	%
Indikami Bidco, LLC (dba IntegriChain) (12)(20)(21)	First lien senior secured loan	S +	6.00%	12/2030	2,155	2,107	2,107	0.2	%
Indikami Bidco, LLC (dba IntegriChain) (2)(6)(17)(20)(21)	First lien senior secured delayed draw term loan	S +	6.00%	12/2025	—	(3)	(2)	0.0	%
Indikami Bidco, LLC (dba IntegriChain) (2)(6)(20)(21)	First lien senior secured revolving loan	S +	6.00%	06/2030	—	(6)	(6)	0.0	%
Intelerad Medical Systems Incorporated (fka 11849573 Canada Inc.) (13)(18)(21)	First lien senior secured loan	S +	6.50%	08/2026	38,868	38,617	37,799	3.0	%
Intelerad Medical Systems Incorporated (fka 11849573 Canada Inc.) (13)(18)(20)(21)	First lien senior secured revolving loan	S +	6.50%	08/2026	2,712	2,690	2,637	0.2	%
Interoperability Bidco, Inc. (dba Lyniate) (13)(20)(21)	First lien senior secured loan	S +	7.00%	12/2026	14,097	14,036	13,885	1.1	%
Interoperability Bidco, Inc. (dba Lyniate) (6)(13)(20)(21)	First lien senior secured revolving loan	S +	7.00%	12/2024	474	469	457	0.0	%
Ocala Bidco, Inc. (12)(21)	First lien senior secured loan	S +	6.25% (2.75% PIK)	11/2028	34,254	33,651	33,826	2.7	%
Ocala Bidco, Inc. (2)(6)(17)(20)(21)	First lien senior secured delayed draw term loan	S +	5.75%	05/2024	—	(39)	—	0.0	%
Ocala Bidco, Inc. (12)(21)	Second lien senior secured loan	S +	10.50% PIK	11/2033	26,737	26,369	26,469	2.1	%
RL Datix Holdings (USA), Inc. (14)(18)(20)(21)	First lien senior secured USD term loan	S +	4.50%	04/2025	10,000	9,867	10,000	0.8	%
RL Datix Holdings (USA), Inc. (14)(18)(20)(21)	Second lien senior secured USD term loan	S +	7.75%	04/2026	5,000	4,934	5,000	0.4	%
Datix Bidco Limited (dba RLDatix) (8)(18)(20)(21)	First lien senior secured GBP term loan	SA +	4.50%	04/2025	£637	869	813	0.1	%
Datix Bidco Limited (dba RLDatix) (8)(18)(20)(21)	Second lien senior secured GBP term loan	SA +	7.75%	04/2026	£1,667	2,266	2,125	0.2	%
						138,306	137,598	11.1	%

27

Blue Owl Capital Corporation II

Consolidated Schedule of Investments (continued)

As of December 31, 2023

(Amounts in thousands, except share amounts)

Company(1)(3)(21)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(4)(29)	Fair Value	Percentage of Net Assets
Household products
Aptive Environmental, LLC (20)(21)(23)	First lien senior secured loan		12.00% (6.00% PIK)	01/2026	3,247	2,894	3,328	0.3	%
HGH Purchaser, Inc. (dba Horizon Services) (13)(21)	First lien senior secured loan	S +	6.50%	11/2025	34,344	34,144	34,000	2.7	%
HGH Purchaser, Inc. (dba Horizon Services) (13)(20)(21)	First lien senior secured revolving loan	S +	6.50%	11/2025	3,665	3,647	3,628	0.3	%
Mario Purchaser, LLC (dba Len the Plumber) (12)(20)(21)	First lien senior secured loan	S +	5.75%	04/2029	516	508	514	0.0	%
Mario Purchaser, LLC (dba Len the Plumber) (6)(12)(17)(20)(21)	First lien senior secured delayed draw term loan	S +	5.75%	04/2024	126	123	125	0.0	%
Mario Purchaser, LLC (dba Len the Plumber) (6)(12)(20)(21)	First lien senior secured revolving loan	S +	5.75%	04/2028	17	16	16	0.0	%
Mario Midco Holdings, Inc. (dba Len the Plumber) (12)(20)(21)	Unsecured facility	S +	10.75% PIK	04/2032	191	187	190	0.0	%
SimpliSafe Holding Corporation (12)(20)(21)	First lien senior secured loan	S +	6.25%	05/2028	811	799	803	0.1	%
SimpliSafe Holding Corporation (6)(12)(17)(20)(21)	First lien senior secured delayed draw term loan	S +	6.25%	05/2024	27	26	27	0.0	%
						42,344	42,631	3.4	%
Human resource support services
Cornerstone OnDemand, Inc. (12)(20)(21)	Second lien senior secured loan	S +	6.50%	10/2029	16,667	16,469	15,667	1.2	%
IG Investments Holdings, LLC (dba Insight Global) (13)(20)(21)	First lien senior secured loan	S +	6.00%	09/2028	9,069	8,933	9,001	0.7	%
IG Investments Holdings, LLC (dba Insight Global) (2)(6)(20)(21)	First lien senior secured revolving loan	S +	6.00%	09/2027	—	(9)	(5)	0.0	%
						25,393	24,663	1.9	%
Infrastructure and environmental services
LineStar Integrity Services LLC (14)(21)	First lien senior secured loan	S +	7.25%	02/2026	8,344	8,421	7,906	0.6	%
LineStar Integrity Services LLC (13)(20)(21)	First lien senior secured revolving loan	S +	7.25%	02/2026	1,597	1,570	1,513	0.1	%
Tamarack Intermediate, L.L.C. (dba Verisk 3E) (13)(20)(21)	First lien senior secured loan	S +	5.75%	03/2028	675	665	666	0.1	%
Tamarack Intermediate, L.L.C. (dba Verisk 3E) (13)(20)(21)	First lien senior secured loan	S +	5.75%	03/2028	16	16	16	0.0	%
Tamarack Intermediate, L.L.C. (dba Verisk 3E) (6)(13)(17)(20)(21)	First lien senior secured delayed draw term loan	S +	5.75%	10/2025	25	24	25	0.0	%
Tamarack Intermediate, L.L.C. (dba Verisk 3E) (2)(6)(20)(21)	First lien senior secured revolving loan	S +	5.75%	03/2028	—	(2)	(1)	0.0	%
						10,694	10,125	0.8	%
Insurance
Alera Group, Inc. (12)(20)(21)	First lien senior secured loan	S +	6.00%	10/2028	7,296	7,177	7,296	0.6	%
Alera Group, Inc. (2)(6)(17)(20)(21)	First lien senior secured delayed draw term loan	S +	5.75%	11/2025	—	(35)	—	0.0	%
Ardonagh Midco 2 PLC (16)(18)(20)(21)(23)	Unsecured notes		11.50%	01/2027	640	638	634	0.1	%
Ardonagh Midco 3 PLC (8)(18)(20)(21)	First lien senior secured GBP term loan	SA +	7.25%	07/2026	£5,097	6,384	6,498	0.5	%
Ardonagh Midco 3 PLC (11)(18)(20)(21)	First lien senior secured EUR term loan	E +	7.25%	07/2026	€ 491	543	542	0.0	%
Ardonagh Midco 3 PLC (14)(18)(20)(21)	First lien senior secured USD term loan	S +	6.00%	07/2026	1,440	1,424	1,440	0.1	%
Brightway Holdings, LLC (14)(20)(21)	First lien senior secured loan	S +	6.50%	12/2027	4,395	4,356	4,307	0.3	%
Brightway Holdings, LLC (6)(13)(20)(21)	First lien senior secured revolving loan	S +	6.50%	12/2027	237	233	226	0.0	%

28

Blue Owl Capital Corporation II

Consolidated Schedule of Investments (continued)

As of December 31, 2023

(Amounts in thousands, except share amounts)

Company(1)(3)(21)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(4)(29)	Fair Value	Percentage of Net Assets
Evolution BuyerCo, Inc. (dba SIAA) (13)(21)	First lien senior secured loan	S +	6.25%	04/2028	29,207	28,922	28,987	2.3	%
Evolution BuyerCo, Inc. (dba SIAA) (2)(6)(17)(20)(21)	First lien senior secured delayed draw term loan	S +	6.00%	12/2025	—	(25)	—	0.0	%
Evolution BuyerCo, Inc. (dba SIAA) (2)(6)(20)(21)	First lien senior secured revolving loan	S +	6.25%	04/2027	—	(18)	(17)	0.0	%
Integrity Marketing Acquisition, LLC (13)(20)(21)	First lien senior secured loan	S +	5.80%	08/2026	19,838	19,791	19,838	1.6	%
Integrity Marketing Acquisition, LLC (6)(13)(17)(20)(21)	First lien senior secured delayed draw term loan	S +	6.00%	02/2025	515	480	515	0.0	%
Integrity Marketing Acquisition, LLC (2)(6)(20)(21)	First lien senior secured revolving loan	S +	6.50%	08/2026	—	(7)	—	0.0	%
Norvax, LLC (dba GoHealth) (13)(21)	First lien senior secured loan	S +	7.50%	09/2025	16,515	16,274	16,309	1.3	%
Norvax, LLC (dba GoHealth) (2)(6)(20)(21)	First lien senior secured revolving loan	S +	6.50%	09/2024	—	(6)	(34)	0.0	%
Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services) (12)(21)	First lien senior secured loan	S +	6.00%	11/2028	18,427	18,295	18,381	1.5	%
Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services) (2)(6)(20)(21)	First lien senior secured revolving loan	S +	6.00%	11/2027	—	(7)	(3)	0.0	%
PCF Midco II, LLC (dba PCF Insurance Services) (20)(21)(23)	First lien senior secured loan		9.00% PIK	10/2031	26,031	24,279	24,208	1.9	%
Tempo Buyer Corp. (dba Global Claims Services) (13)(20)(21)	First lien senior secured loan	S +	5.50%	08/2028	688	678	683	0.1	%
Tempo Buyer Corp. (dba Global Claims Services) (6)(7)(20)(21)	First lien senior secured revolving loan	P +	4.00%	08/2027	32	31	31	0.0	%
THG Acquisition, LLC (dba Hilb) (12)(21)	First lien senior secured loan	S +	5.75%	12/2026	24,658	24,365	24,535	1.9	%
THG Acquisition, LLC (dba Hilb) (6)(12)(20)(21)	First lien senior secured revolving loan	S +	5.75%	12/2025	416	401	406	0.0	%
USRP Holdings, Inc. (dba U.S. Retirement and Benefits Partners) (14)(20)(21)	First lien senior secured loan	S +	5.75%	07/2027	1,655	1,634	1,643	0.1	%
USRP Holdings, Inc. (dba U.S. Retirement and Benefits Partners) (2)(6)(20)(21)	First lien senior secured revolving loan	S +	5.75%	07/2027	—	(2)	(1)	0.0	%
KUSRP Intermediate, Inc. (dba U.S. Retirement and Benefits Partners) (13)(20)(21)	First lien senior secured loan	S +	10.50% PIK	07/2030	1,529	1,513	1,525	0.1	%
						157,318	157,949	12.4	%
Internet software and services
3ES Innovation Inc. (dba Aucerna) (13)(18)(21)	First lien senior secured loan	S +	6.75%	05/2025	10,590	10,549	10,590	0.8	%
3ES Innovation Inc. (dba Aucerna) (6)(12)(18)(20)(21)	First lien senior secured revolving loan	S +	6.75%	05/2025	450	448	450	0.0	%
Anaplan, Inc. (13)(21)	First lien senior secured loan	S +	6.50%	06/2029	8,508	8,437	8,508	0.7	%
Anaplan, Inc. (2)(6)(20)(21)	First lien senior secured revolving loan	S +	6.50%	06/2028	—	(7)	—	0.0	%
Bayshore Intermediate #2, L.P. (dba Boomi) (13)(20)(21)	First lien senior secured loan	S +	7.50% PIK	10/2028	18,933	18,680	18,696	1.5	%
Bayshore Intermediate #2, L.P. (dba Boomi) (6)(13)(20)(21)	First lien senior secured revolving loan	S +	6.75%	10/2027	248	230	232	0.0	%
BCTO BSI Buyer, Inc. (dba Buildertrend) (13)(20)(21)	First lien senior secured loan	S +	7.50% PIK	12/2026	10,680	10,617	10,680	0.8	%
BCTO BSI Buyer, Inc. (dba Buildertrend) (2)(6)(20)(21)	First lien senior secured revolving loan	S +	7.50%	12/2026	—	(12)	—	0.0	%
Catalis Intermediate, Inc. (fka GovBrands Intermediate, Inc.) (13)(20)(21)	First lien senior secured loan	S +	5.50%	08/2027	2,982	2,933	2,878	0.2	%
Catalis Intermediate, Inc. (fka GovBrands Intermediate, Inc.) (6)(13)(20)(21)	First lien senior secured revolving loan	S +	5.50%	08/2027	64	61	57	0.0	%

29

Blue Owl Capital Corporation II

Consolidated Schedule of Investments (continued)

As of December 31, 2023

(Amounts in thousands, except share amounts)

Company(1)(3)(21)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(4)(29)	Fair Value	Percentage of Net Assets
Crewline Buyer, Inc. (dba New Relic) (13)(20)(21)	First lien senior secured loan	S +	6.75%	11/2030	4,528	4,461	4,460	0.4	%
Crewline Buyer, Inc. (dba New Relic) (2)(6)(20)(21)	First lien senior secured revolving loan	S +	6.75%	11/2030	—	(7)	(7)	0.0	%
Delinea Buyer, Inc. (f/k/a Centrify) (13)(20)(21)	First lien senior secured loan	S +	5.75%	03/2028	12,939	12,722	12,874	1.0	%
Delinea Buyer, Inc. (f/k/a Centrify) (2)(6)(20)(21)	First lien senior secured revolving loan	S +	5.75%	03/2027	—	(21)	(7)	0.0	%
CivicPlus, LLC (13)(20)(21)	First lien senior secured loan	S +	6.50% (2.50% PIK)	08/2027	2,538	2,521	2,538	0.2	%
CivicPlus, LLC (6)(12)(20)(21)	First lien senior secured revolving loan	S +	6.00%	08/2027	72	71	72	0.0	%
CP PIK DEBT ISSUER, LLC (dba CivicPlus, LLC) (12)(20)(21)	Unsecured notes	S +	11.75% PIK	06/2034	541	530	540	0.0	%
Delta TopCo, Inc. (dba Infoblox, Inc.) (13)(21)	Second lien senior secured loan	S +	7.25%	12/2028	40,000	39,863	40,000	3.2	%
EET Buyer, Inc. (dba e-Emphasys) (13)(20)(21)	First lien senior secured loan	S +	6.50%	11/2027	893	887	893	0.1	%
EET Buyer, Inc. (dba e-Emphasys) (6)(14)(20)(21)	First lien senior secured revolving loan	S +	6.50%	11/2027	18	18	18	0.0	%
Forescout Technologies, Inc. (13)(21)	First lien senior secured loan	S +	8.00%	08/2026	9,841	9,792	9,890	0.8	%
Forescout Technologies, Inc. (2)(6)(17)(20)(21)	First lien senior secured delayed draw term loan	S +	8.00%	07/2024	—	(22)	—	0.0	%
Forescout Technologies, Inc. (2)(6)(20)(21)	First lien senior secured revolving loan	S +	8.00%	08/2026	—	(4)	—	0.0	%
Genesis Acquisition Co. (dba Procare Software) (13)(20)(21)	First lien senior secured loan	S +	5.00%	07/2025	1,973	1,967	1,973	0.2	%
Genesis Acquisition Co. (dba Procare Software) (13)(20)(21)	First lien senior secured revolving loan	S +	5.00%	07/2025	293	292	293	0.0	%
H&F Opportunities LUX III S.À R.L (dba Checkmarx) (12)(18)(20)(21)	First lien senior secured loan	S +	7.50%	04/2026	14,544	14,349	14,544	1.2	%
H&F Opportunities LUX III S.À R.L (dba Checkmarx) (2)(6)(18)(20)(21)	First lien senior secured revolving loan	S +	7.50%	04/2026	—	(52)	—	0.0	%
Hyland Software, Inc. (12)(20)(21)	First lien senior secured loan	S +	6.00%	09/2030	1,800	1,773	1,773	0.1	%
Hyland Software, Inc. (2)(6)(20)(21)	First lien senior secured revolving loan	S +	6.00%	09/2029	—	(1)	(1)	0.0	%
Litera Bidco LLC (12)(21)	First lien senior secured loan	S +	5.25%	05/2026	25,911	25,711	25,911	2.0	%
Litera Bidco LLC (2)(6)(20)(21)	First lien senior secured revolving loan	S +	5.25%	05/2026	—	(3)	—	0.0	%
MessageBird BidCo B.V. (12)(18)(21)	First lien senior secured loan	S +	6.75%	04/2027	8,000	7,890	7,980	0.6	%
MINDBODY, Inc. (13)(21)	First lien senior secured loan	S +	7.00%	02/2025	11,511	11,480	11,453	0.9	%
MINDBODY, Inc. (2)(6)(20)(21)	First lien senior secured revolving loan	S +	7.00%	02/2025	—	(2)	(5)	0.0	%
Ministry Brands Holdings, LLC (12)(20)(21)	First lien senior secured loan	S +	5.50%	12/2028	764	752	749	0.1	%
Ministry Brands Holdings, LLC (6)(12)(20)(21)	First lien senior secured revolving loan	S +	5.50%	12/2027	36	35	35	0.0	%
Project Alpha Intermediate Holding, Inc. (dba Qlik) (12)(16)(20)(21)	First lien senior secured loan	S +	4.75%	10/2030	10,000	9,804	10,033	0.8	%
Proofpoint, Inc. (12)(16)(20)(21)	Second lien senior secured loan	S +	6.25%	08/2029	4,900	4,881	4,937	0.4	%
QAD, Inc. (12)(20)(21)	First lien senior secured loan	S +	5.38%	11/2027	4,351	4,296	4,286	0.3	%
QAD, Inc. (2)(6)(20)(21)	First lien senior secured revolving loan	S +	5.38%	11/2027	—	(7)	(9)	0.0	%
Securonix, Inc. (13)(20)(21)	First lien senior secured loan	S +	6.00%	04/2028	847	841	794	0.1	%
Securonix, Inc. (2)(6)(20)(21)	First lien senior secured revolving loan	S +	6.50%	04/2028	—	(1)	(10)	0.0	%

30

Blue Owl Capital Corporation II

Consolidated Schedule of Investments (continued)

As of December 31, 2023

(Amounts in thousands, except share amounts)

Company(1)(3)(21)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(4)(29)	Fair Value	Percentage of Net Assets
Thunder Purchaser, Inc. (dba Vector Solutions) (13)(20)(21)	First lien senior secured loan	S +	5.75%	06/2028	14,695	14,597	14,621	1.2	%
Thunder Purchaser, Inc. (dba Vector Solutions) (6)(13)(20)(21)	First lien senior secured revolving loan	S +	5.75%	06/2027	693	684	687	0.1	%
When I Work, Inc. (13)(20)(21)	First lien senior secured loan	S +	7.00% PIK	11/2027	862	856	847	0.1	%
When I Work, Inc. (2)(6)(20)(21)	First lien senior secured revolving loan	S +	6.00%	11/2027	—	(1)	(3)	0.0	%
						222,888	224,250	17.8	%
Leisure and entertainment
Troon Golf, L.L.C. (13)(21)	First lien senior secured loan	S +	5.50%	08/2027	60,103	59,904	59,803	4.7	%
Troon Golf, L.L.C. (2)(6)(20)(21)	First lien senior secured revolving loan	S +	5.50%	08/2026	—	(12)	(23)	0.0	%
						59,892	59,780	4.7	%
Manufacturing
BCPE Watson (DE) ORML, LP (14)(18)(20)(21)	First lien senior secured loan	S +	6.50%	07/2028	1,000	992	995	0.1	%
FARADAY BUYER, LLC (dba MacLean Power Systems) (13)(18)(20)(21)	First lien senior secured loan	S +	6.00%	10/2028	17,926	17,575	17,568	1.4	%
FARADAY BUYER, LLC (dba MacLean Power Systems) (2)(6)(17)(18)(20)(21)	First lien senior secured delayed draw term loan	S +	6.00%	11/2025	—	(18)	(19)	0.0	%
Gloves Buyer, Inc. (dba Protective Industrial Products) (12)(20)(21)	Second lien senior secured loan	S +	8.25%	12/2028	6,300	6,187	6,237	0.5	%
MHE Intermediate Holdings, LLC (dba OnPoint Group) (13)(21)	First lien senior secured loan	S +	6.00%	07/2027	13,241	13,154	13,241	1.0	%
MHE Intermediate Holdings, LLC (dba OnPoint Group) (2)(6)(20)(21)	First lien senior secured revolving loan	S +	6.00%	07/2027	—	(11)	—	0.0	%
PHM Netherlands Midco B.V. (dba Loparex) (13)(20)(21)	First lien senior secured loan	S +	4.50%	07/2026	192	185	156	0.0	%
PHM Netherlands Midco B.V. (dba Loparex) (13)(21)	Second lien senior secured loan	S +	8.75%	07/2027	28,000	26,909	21,420	1.7	%
Safety Products/JHC Acquisition Corp. (dba Justrite Safety Group) (12)(21)	First lien senior secured loan	S +	4.50%	06/2026	3,409	3,396	3,316	0.3	%
Sonny's Enterprises, LLC (13)(21)	First lien senior secured loan	S +	6.75%	08/2028	43,937	43,350	43,827	3.5	%
Sonny's Enterprises, LLC (6)(13)(17)(20)(21)	First lien senior secured delayed draw term loan	S +	6.75%	11/2024	427	414	424	0.0	%
Sonny's Enterprises, LLC (2)(6)(20)(21)	First lien senior secured revolving loan	S +	6.75%	08/2027	—	(44)	(7)	0.0	%
						112,089	107,158	8.5	%
Oil and gas
Project Power Buyer, LLC (dba PEC-Veriforce) (13)(20)(21)	First lien senior secured loan	S +	7.00%	05/2026	7,796	7,752	7,757	0.6	%
Project Power Buyer, LLC (dba PEC-Veriforce) (2)(6)(20)(21)	First lien senior secured revolving loan	S +	7.00%	05/2025	—	(2)	(3)	0.0	%
						7,750	7,754	0.6	%
Professional services
Apex Group Treasury, LLC (13)(18)(20)(21)	Second lien senior secured loan	S +	6.75%	07/2029	11,618	11,466	11,560	0.9	%
Apex Service Partners, LLC (13)(20)(21)	First lien senior secured loan	S +	7.00% (2.00% PIK)	10/2030	808	788	787	0.1	%
Apex Service Partners, LLC (6)(13)(17)(20)(21)	First lien senior secured delayed draw term loan	S +	7.00% (2.00% PIK)	10/2025	43	40	40	0.0	%
Apex Service Partners, LLC (6)(13)(20)(21)	First lien senior secured revolving loan	S +	6.50%	10/2029	5	4	4	0.0	%

31

Blue Owl Capital Corporation II

Consolidated Schedule of Investments (continued)

As of December 31, 2023

(Amounts in thousands, except share amounts)

Company(1)(3)(21)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(4)(29)		Fair Value		Percentage of Net Assets
Gerson Lehrman Group, Inc. (13)(20)(21)	First lien senior secured loan	S +	5.25%	12/2024	4,450	4,442		4,450		0.4	%
Gerson Lehrman Group, Inc. (2)(6)(20)(21)	First lien senior secured revolving loan	S +	5.25%	12/2024	—	(3)		—		0.0	%
Guidehouse Inc. (12)(20)(21)	First lien senior secured loan	S +	5.75% (2.00% PIK)	10/2028	914	914		910		0.1	%
Relativity ODA LLC (12)(21)	First lien senior secured loan	S +	6.50%	05/2027	17,320	17,180		17,320		1.4	%
Relativity ODA LLC (2)(6)(20)(21)	First lien senior secured revolving loan	S +	6.50%	05/2027	—	(12)		—		0.0	%
Sensor Technology Topco, Inc. (dba Humanetics) (13)(20)(21)	First lien senior secured loan	S +	7.00% (2.00% PIK)	05/2026	10,988	10,922		10,961		0.9	%
Sensor Technology Topco, Inc. (dba Humanetics) (10)(20)(21)	First lien senior secured EUR term loan	E +	7.25% (2.25% PIK)	05/2026	€ 1,981	2,139		2,182		0.2	%
Sensor Technology Topco, Inc. (dba Humanetics) (6)(13)(20)(21)	First lien senior secured revolving loan	S +	6.50%	05/2026	541	536		539		0.0	%
						48,416		48,753		4.0	%
Specialty retail
Galls, LLC (13)(20)(21)	First lien senior secured loan	S +	6.75%	01/2025	18,256	18,201		18,256		1.4	%
Galls, LLC (13)(20)(21)	First lien senior secured revolving loan	S +	6.75%	01/2024	1,858	1,846		1,858		0.1	%
Milan Laser Holdings LLC (12)(21)	First lien senior secured loan	S +	5.00%	04/2027	22,463	22,327		22,463		1.8	%
Milan Laser Holdings LLC (2)(6)(20)(21)	First lien senior secured revolving loan	S +	5.00%	04/2026	—	(17)		—		0.0	%
Notorious Topco, LLC (dba Beauty Industry Group) (13)(21)	First lien senior secured loan	S +	6.75%	11/2027	25,960	25,690		24,273		1.9	%
Notorious Topco, LLC (dba Beauty Industry Group) (6)(13)(20)(21)	First lien senior secured revolving loan	S +	6.75%	05/2027	141	121		4		0.0	%
The Shade Store, LLC (13)(20)(21)	First lien senior secured loan	S +	6.00%	10/2027	2,227	2,208		2,144		0.2	%
The Shade Store, LLC (6)(13)(20)(21)	First lien senior secured revolving loan	S +	6.00%	10/2026	145	144		137		0.0	%
						70,520		69,135		5.4	%
Telecommunications
EOS U.S. Finco LLC (13)(18)(20)(21)	First lien senior secured loan	S +	5.75%	10/2029	8,595	8,187		7,865		0.6	%
EOS U.S. Finco LLC (6)(13)(18)(20)(21)	First lien senior secured delayed draw term loan	S +	5.75%	10/2029	36	6		(42)		0.0	%
						8,193		7,823		0.6	%
Transportation
Lytx, Inc. (12)(21)	First lien senior secured loan	S +	6.75%	02/2028	23,668	23,519		23,609		1.9	%
Motus Group, LLC (12)(21)	Second lien senior secured loan	S +	6.50%	12/2029	3,615	3,586		3,579		0.3	%
						27,105		27,188		2.2	%
Total non-controlled/non-affiliated portfolio company debt investments						$	1,890,007	$	1,864,505	148.0	%
Equity Investments
Asset based lending and fund finance
AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC (6)(18)(20)(21)(24)(29)	LLC Interest		N/A	N/A	1,532	1,405		1,406		0.1	%
AAM Series 2.1 Aviation Feeder, LLC (6)(18)(20)(21)(24)(29)	LLC Interest		N/A	N/A	1,792	1,751		1,750		0.1	%
Amergin Asset Management, LLC (18)(20)(21)(24)(29)	Class A Units		N/A	N/A	50,000,000	—		—		0.0	%
						3,156		3,156		0.2	%

32

Blue Owl Capital Corporation II

Consolidated Schedule of Investments (continued)

As of December 31, 2023

(Amounts in thousands, except share amounts)

Company(1)(3)(21)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(4)(29)	Fair Value	Percentage of Net Assets
Automotive
CD&R Value Building Partners I, L.P. (dba Belron) (18)(20)(21)(24)(29)	LP Interest		N/A	N/A	1,002	996	1,236	0.1	%
Metis HoldCo, Inc. (dba Mavis Tire Express Services) (20)(21)(23)(24)	Series A Convertible Preferred Stock		7.00% PIK	N/A	32,308	38,057	38,851	3.1	%
						39,053	40,087	3.2	%
Buildings and real estate
Associations Finance, Inc. (20)(21)(23)(24)	Preferred Stock		13.50% PIK	N/A	10,200,000	11,737	11,887	0.9	%
Dodge Construction Network Holdings, L.P. (20)(21)(24)(29)	Class A-2 Common Units		N/A	N/A	431,889	368	295	0.0	%
Dodge Construction Network Holdings, L.P. (13)(20)(21)(24)	Series A Preferred Units	S +	8.25%	N/A	—	9	6	0.0	%
						12,114	12,188	0.9	%
Business Services
Denali Holding, LP (dba Summit Companies) (20)(21)(24)(29)	Class A Units		N/A	N/A	41,874	425	643	0.1	%
Hercules Buyer, LLC (dba The Vincit Group) (20)(21)(22)(24)(29)	Common Units		N/A	N/A	350,000	350	392	0.0	%
Knockout Intermediate Holdings I Inc. (dba Kaseya Inc.) (20)(21)(23)(24)	Perpetual Preferred Stock		11.75% PIK	N/A	400	441	448	0.0	%
						1,216	1,483	0.1	%
Consumer Products
ASP Conair Holdings LP (20)(21)(24)(29)	Class A Units		N/A	N/A	12,857	1,286	1,215	0.1	%
						1,286	1,215	0.1	%
Food and beverage
H-Food Holdings, LLC (20)(21)(24)(29)	LLC Interest		N/A	N/A	1,625	1,625	388	0.0	%
Hissho Sushi Holdings, LLC (20)(21)(24)(29)	Class A units		N/A	N/A	7,502	75	100	0.0	%
						1,700	488	0.0	%
Healthcare equipment and services
KPCI Holdings, L.P. (20)(21)(24)(29)	Class A Units		N/A	N/A	5,665	6,014	8,267	0.7	%
Maia Aggregator, LP (20)(21)(24)(29)	Class A-2 Units		N/A	N/A	112,360	112	113	0.0	%
Patriot Holdings SCSp (dba Corza Health, Inc.) (18)(20)(21)(23)(24)	Class A Units		8.00% PIK	N/A	1,370	1,854	1,858	0.1	%
Patriot Holdings SCSp (dba Corza Health, Inc.) (18)(20)(21)(24)(29)	Class B Units		N/A	N/A	18,864	25	313	0.0	%
Rhea Acquisition Holdings, LP (20)(21)(24)(29)	Series A-2 Units		N/A	N/A	119,048	119	161	0.0	%
						8,124	10,712	0.8	%
Healthcare providers and services
KOBHG Holdings, L.P. (dba OB Hospitalist) (20)(21)(24)(29)	Class A Interests		N/A	N/A	1,291	1,291	1,138	0.1	%
KWOL Acquisition Inc. (20)(21)(24)(29)	Common Stock		N/A	N/A	30	301	301	0.0	%
Romulus Intermediate Holdings 1 Inc. (dba PetVet) (20)(21)(23)(24)	Series A Preferred Stock		15.00% PIK	N/A	1,720,596	1,687	1,686	0.1	%

33

Blue Owl Capital Corporation II

Consolidated Schedule of Investments (continued)

As of December 31, 2023

(Amounts in thousands, except share amounts)

Company(1)(3)(21)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(4)(29)	Fair Value	Percentage of Net Assets
XOMA Corporation (20)(21)(24)(29)	Warrants		N/A	N/A	600	4	4	0.0	%
XOMA Corporation (20)(21)(24)(29)	Warrants		N/A	N/A	600	4	4	0.0	%
XOMA Corporation (20)(21)(24)(29)	Warrants		N/A	N/A	600	4	4	0.0	%
						3,291	3,137	0.2	%
Healthcare technology
Minerva Holdco, Inc. (20)(21)(23)(24)	Series A Preferred Stock		10.75% PIK	N/A	1,000	1,175	1,156	0.1	%
						1,175	1,156	0.1	%
Household products
Evology, LLC (20)(21)(24)(29)	Class B Units		N/A	N/A	113	540	516	0.0	%
						540	516	0.0	%
Human resource support services
Sunshine Software Holdings, Inc. (dba Cornerstone OnDemand) (20)(21)(23)(24)	Series A Preferred Stock		10.50% PIK	N/A	5,500	6,442	5,848	0.5	%
						6,442	5,848	0.5	%
Insurance
Evolution Parent, LP (dba SIAA) (20)(21)(24)(29)	LP Interest		N/A	N/A	8,919	892	1,050	0.1	%
Fifth Season Investments LLC (20)(21)(24)	Class A Units		N/A	N/A	1	2,091	2,091	0.2	%
GoHealth, Inc. (15)(20)(21)(29)	Common Stock		N/A	N/A	15,139	1,163	202	0.0	%
GrowthCurve Capital Sunrise Co-Invest LP (dba Brightway) (20)(21)(24)(29)	LP Interest		N/A	N/A	106	106	102	0.0	%
PCF Holdco, LLC (dba PCF Insurance Services) (20)(21)(24)(29)	Class A Units		N/A	N/A	2,513,848	6,375	11,633	0.9	%
						10,627	15,078	1.2	%
Internet software and services
BCTO WIW Holdings, Inc. (dba When I Work) (20)(21)(24)(29)	Class A Common Stock		N/A	N/A	3,000	300	235	0.0	%
Brooklyn Lender Co-Invest 2, L.P. (dba Boomi) (20)(21)(24)(29)	Common Units		N/A	N/A	1,345,119	1,345	1,467	0.1	%
Insight CP (Blocker) Holdings, L.P. (dba CivicPlus, LLC) (18)(20)(21)(24)(29)	LP Interest		N/A	N/A	31,406	31	34	0.0	%
MessageBird Holding B.V. (18)(20)(21)(24)(29)	Extended Series C Warrants		N/A	N/A	25,540	157	30	0.0	%
Project Alpine Co-Invest Fund, LP (18)(20)(21)(24)(29)	LP Interest		N/A	N/A	1,000	1,001	1,182	0.1	%
Thunder Topco L.P. (dba Vector Solutions) (20)(21)(24)(29)	Common Units		N/A	N/A	819,817	820	910	0.1	%
VEPF Torreys Aggregator, LLC (dba MINDBODY, Inc.) (20)(21)(23)(24)	Series A Preferred Stock		6.00% PIK	N/A	3,750	4,242	4,200	0.3	%
WMC Bidco, Inc. (dba West Monroe) (20)(21)(23)(24)	Senior Preferred Stock		11.25% PIK	N/A	2,385	2,986	2,860	0.2	%
						10,882	10,918	0.8	%
Manufacturing
Gloves Holdings, LP (dba Protective Industrial Products) (20)(21)(24)(29)	LP Interest		N/A	N/A	7,000	700	829	0.1	%
Windows Entities (18)(20)(21)(24)(25)	LLC Units		N/A	N/A	10,616	20,106	46,210	3.7	%
						20,806	47,039	3.8	%

34

Blue Owl Capital Corporation II

Consolidated Schedule of Investments (continued)

As of December 31, 2023

(Amounts in thousands, except share amounts)

Company(1)(3)(21)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(4)(29)		Fair Value		Percentage of Net Assets
Pharmaceuticals
LSI Financing 1 DAC (18)(20)(21)(24)	Preferred Equity		N/A	N/A	947,477	933		999		0.1	%
						933		999		0.1	%
Total non-controlled/non-affiliated portfolio company equity investments						$	121,345	$	154,020	12.0	%
Total non-controlled/non-affiliated portfolio company investments						$	2,011,352	$	2,018,525	160.0	%
Non-controlled/affiliated portfolio company investments
Debt Investments(5)
Advertising and media
Swipe Acquisition Corporation (dba PLI) (14)(20)(21)(28)	First lien senior secured loan	S +	8.00%	06/2026	5,950	5,932		5,949		0.5	%
Swipe Acquisition Corporation (dba PLI) (6)(14)(20)(21)(28)	First lien senior secured delayed draw term loan	S +	8.00%	06/2026	1,772	1,772		1,772		0.1	%
Swipe Acquisition Corporation (dba PLI) (6)(20)(21)(28)	Letter of Credit	S +	8.00%	06/2026	0	0		0		0.0	%
						7,704		7,721		0.6	%
Household products
Walker Edison Furniture Company LLC (12)(20)(21)(26)(28)	First lien senior secured loan	S +	6.75% PIK	03/2027	5,431	4,695		4,997		0.4	%
Walker Edison Furniture Company LLC (6)(17)(20)(21)(26)(28)	First lien senior secured delayed draw term loan	S +	6.75% PIK	03/2027	0	0		-112		0.0	%
Walker Edison Furniture Company LLC (12)(20)(21)(26)(28)	First lien senior secured revolving loan	S +	6.25%	03/2027	2,247	2,247		2,101		0.2	%
						6,942		6,986		0.6	%
Total non-controlled/affiliated portfolio company debt investments						$	14,646	$	14,707	1.2	%
Equity Investments
Advertising and media
New PLI Holdings, LLC (dba PLI) (20)(21)(24)(28)(29)	Class A Common Units		N/A	N/A	10,755	5,952		12,121		1.0	%
						5,952		12,121		1.0	%
Household Products
Walker Edison Holdco LLC (20)(21)(24)(28)(29)	Common Units		N/A	N/A	49,159	4,750		511		0.0	%
						4,750		511		0.0	%
Total non-controlled/affiliated portfolio company equity investments						$	10,702	$	12,632	1.0	%
Total non-controlled/affiliated portfolio company investments						$	25,348	$	27,339	2.2	%
Total Investments						$	2,036,700	$	2,045,864	162.2	%

______________

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

(2)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.

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

(4)The amortized cost represents the original cost adjusted for the accretion and 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 Secured Overnight Financing Rate (“SOFR” or “S,” which can include one-, three- or six- month SOFR), London Interbank Offered Rate (“LIBOR” or “L”) (which can include one-, three-, or six-month LIBOR), Euro Interbank Offered Rate (“EURIBOR” or “E”, which can include one-, two-, three- or six-month EURIBOR), SONIA (“SONIA” or “SA”) or an alternate base rate (which can include the Federal Funds Effective Rate or the Prime Rate (“PRIME” or “P”)), at the borrower’s option, and which reset periodically based on the terms of the loan agreement.

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

(7)The interest rate on these loans is subject to PRIME, which as of December 31, 2023 was 8.50%.

35

Blue Owl Capital Corporation II

Consolidated Schedule of Investments (continued)

As of December 31, 2023

(Amounts in thousands, except share amounts)

(8)The interest rate on this loan is subject to SONIA, which as of December 31, 2023 was 5.19%.

(9)The interest rate on this loan is subject to 1 month EURIBOR, which as of December 31, 2023 was 3.85%.

(10)The interest rate on this loan is subject to 3 month EURIBOR, which as of December 31, 2023 was 3.91%.

(11)The interest rate on this loan is subject to 6 month EURIBOR, which as of December 31, 2023 was 3.86%.

(12)The interest rate on these loans is subject to 1 month SOFR, which as of December 31, 2023 was 5.35%.

(13)The interest rate on these loans is subject to 3 month SOFR, which as of December 31, 2023 was 5.33%.

(14)The interest rate on these loans is subject to 6 month SOFR, which as of December 31, 2023 was 5.16%.

(15)Level 1 investment.

(16)Level 2 investment.

(17)The date disclosed represents the commitment period of the unfunded term loan. Upon expiration of the commitment period, the funded portion of the term loan may be subject to a longer maturity date.

(18)This portfolio company is not a qualifying asset under Section 55(a) of the Investment Company Act of 1940, as amended (the “1940 Act”). Under the 1940 Act, the Company may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of total assets. As of December 31, 2023, non-qualifying assets represented 12.4% of total assets as calculated in accordance with the regulatory requirements.

(19)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 5 “Debt.”

(20)Investment is not pledged as collateral for the SPV Asset Facilities.

(21)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.”

(22)The Company invests 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.

(23)Investment does not contain a variable rate structure.

(24)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 December 31, 202, the aggregate fair value of these securities is $166.5 million, or 13.0% of the Company’s net assets. The acquisition dates of the restricted securities are as follows:

 

Portfolio Company	Investment	Acquisition Date
AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC	LLC Interest	July 1, 2022
AAM Series 2.1 Aviation Feeder, LLC	LLC Interest	July 1, 2022
Amergin Asset Management, LLC	Class A Units	July 1, 2022
ASP Conair Holdings LP	Class A Units	May 17, 2021
Associations Finance, Inc.	Preferred Stock	June 10, 2022
BCTO WIW Holdings, Inc. (dba When I Work)	Class A Common Stock	November 2, 2021
Brooklyn Lender Co-Invest 2, L.P. (dba Boomi)	Common Units	October 1, 2021
CD&R Value Building Partners I, L.P. (dba Belron)	LP Interest	December 2, 2021
Denali Holding, LP (dba Summit Companies)	Class A Units	September 15, 2021
Dodge Construction Network Holdings, L.P.	Class A-2 Common Units	February 23, 2022
Dodge Construction Network Holdings, L.P.	Series A Preferred Units	February 23, 2022
Evology, LLC	Class B Units	January 24, 2022
Evolution Parent, LP (dba SIAA)	LP Interest	April 30, 2021
Fifth Season Investments LLC	Class A Units	October 17, 2022
Gloves Holdings, LP (dba Protective Industrial Products)	LP Interest	December 29, 2020
GrowthCurve Capital Sunrise Co-Invest LP (dba Brightway)	LP Interest	December 16, 2021
Hercules Buyer, LLC (dba The Vincit Group)	Common Units	December 15, 2020
H-Food Holdings, LLC	LLC Interest	November 23, 2018
Hissho Sushi Holdings, LLC	Class A Units	May 17, 2022
Insight CP (Blocker) Holdings, L.P. (dba CivicPlus, LLC)	LP Interest	June 8, 2022
Knockout Intermediate Holdings I Inc. (dba Kaseya)	Perpetual Preferred Stock	June 22, 2022
KOBHG Holdings L.P. (dba OB Hospitalist)	Class A Interests	September 27, 2021
KPCI Holdings, L.P.	Class A Units	November 30, 2020

36

Blue Owl Capital Corporation II

Consolidated Schedule of Investments (continued)

As of December 31, 2023

(Amounts in thousands, except share amounts)

LSI Financing 1 DAC	Preferred Equity	December 14, 2022
Maia Aggregator, LP	Class A-2 Units	February 1, 2022
MessageBird Holding B.V.	Extended Series C Warrants	May 5, 2021
Metis HoldCo, Inc. (dba Mavis Tire Express Services)	Series A Convertible Preferred Stock	May 4, 2021
Minerva Holdco, Inc	Series A Preferred Stock	February 15, 2022
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 (dba PCF Insurance Services)	Class A Units	November 1, 2021
Project Alpine Co-Invest Fund, LP	LP Interest	June 13, 2022
Rhea Acquisition Holdings, LP	Series A-2 Units	February 18, 2022
Sunshine Software Holdings, Inc. (dba Cornerstone OnDemand)	Series A Preferred Stock	October 15, 2021
Thunder Topco L.P. (dba Vector Solutions)	Common Units	June 30, 2021
VEPF Torreys Aggregator, LLC (dba MINDBODY, Inc.)	Series A Preferred Stock	October 15, 2021
Walker Edison Furniture Company LLC	Common Units	March 1, 2023
Windows Entities	LLC Units	January 16, 2020
WMC Bidco, Inc. (dba West Monroe)	Senior Preferred Stock	November 9, 2021

(25)Investment represents multiple underlying investments in related entities under common management. These underlying investments are on identical terms and include Midwest Custom Windows, LLC with a fair value of $8.0 million, Greater Toronto Custom Windows, Corp. with a fair value of $3.3 million, Garden State Custom Windows, LLC with a fair value of $11.1 million, Long Island Custom Windows, LLC with a fair value of $9.6 million, Jemico, LLC with a fair value of $7.7 million, Atlanta Custom Windows, LLC with a fair value of $3.8 million and Fairchester Custom Windows LLC with a fair value of $2.5 million as of December 31, 2023. Greater Toronto Custom Windows, Corp. is considered a non-qualifying asset.

(26)Loan was on non-accrual status as of December 31, 2023.

(27)As of December 31, 2023, the net estimated unrealized gain for U.S. federal income tax purposes was $7.6 million based on a tax cost basis of $2.0 billion. As of December 31, 2023, the estimated aggregate gross unrealized loss for U.S. federal income tax purposes was $43.8 million and the estimated aggregate gross unrealized gain for U.S. federal income tax purposes was $51.4 million.

(28)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, 2023 in which the Company was an Affiliated Person of the portfolio company are as follows:

Company	Fair Value at December 31, 2022		Gross Additions(a)		Gross Reductions(b)		Net Change in Unrealized Gain/(Loss)		Realized Gain/(Loss)		Transfers		Fair Value at December 31, 2023		Other Income		Interest Income		Dividend Income
Swipe Acquisition Corporation (dba PLI)	$	20,047	$	35	$	(220)	$	(20)	$	—	$	—	$	19,842	$	108	$	1,096	$	441
Walker Edison Furniture Company LLC	—		11,693		—		(4,196)		—		—		7,497		2		—		—
Total	$	20,047	$	11,728	$	(220)	$	(4,216)	$	—	$	—	$	27,339	$	110	$	1,096	$	441

(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.

(29)Investment is non-income producing.

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

37

Blue Owl Capital Corporation II

Consolidated Statements of Changes in Net Assets

(Amounts in thousands)

(Unaudited)

	For the Three Months Ended March 31,
	2024		2023
Increase (Decrease) in Net Assets Resulting from Operations
Net investment income (loss)	$	29,706	$	26,888
Net change in unrealized gain (loss)	(1,206)		12,185
Net realized gain (loss)	(635)		(7,738)
Net Increase (Decrease) in Net Assets Resulting from Operations	27,865		31,335
Distributions
Distributions declared from earnings(1)	(29,431)		(24,554)
Net Decrease in Net Assets Resulting from Shareholders' Distributions	(29,431)		(24,554)
Capital Share Transactions
Reinvestment of shareholders' distributions	13,487		11,229
Repurchased shares	(60,509)		(23,098)
Net Increase (Decrease) in Net Assets Resulting from Capital Share Transactions	(47,022)		(11,869)
Total Increase (Decrease) in Net Assets	(48,588)		(5,088)
Net Assets, at beginning of period	1,263,487		1,296,261
Net Assets, at end of period	$	1,214,899	$	1,291,173

______________

(1)For the three months ended March 31, 2024 and 2023, distributions declared from earnings were derived from net investment income.

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

38

Blue Owl Capital Corporation II

Consolidated Statements of Cash Flows

(Amounts in thousands)

(Unaudited)

	For the Three Months Ended March 31,
	2024		2023
Cash Flows from Operating Activities
Net Increase (Decrease) in Net Assets Resulting from Operations	$	27,865	$	31,335
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash used in operating activities:
Purchases of investments, net	(170,864)		(18,045)
Proceeds from investments and investment repayments, net	235,250		60,423
Net change in unrealized (gain) loss on investments	1,188		(11,058)
Net change in unrealized (gain) loss on translation of assets and liabilities in foreign currencies	(23)		(1,256)
Net realized (gain) loss on investments	—		7,747
Net realized (gain) loss on foreign currency transactions relating to investments	734		5
Paid-in-kind interest and dividends	(7,843)		(7,665)
Net accretion/amortization of discount/premium on investments	(2,889)		(1,698)
Amortization of debt issuance costs	802		235
Changes in operating assets and liabilities:
(Increase) decrease in interest and dividend receivable	(2,690)		(106)
(Increase) decrease in receivable for investments sold	—		—
(Increase) decrease in prepaid expenses and other assets	(4,379)		(194)
Increase (decrease) in payable for investments purchased	201		—
Increase (decrease) in payables to affiliates	116		5,555
Increase (decrease) in accrued expenses and other liabilities	3,163		6,069
Net cash provided by (used in) operating activities	80,631		71,347
Cash Flows from Financing Activities
Borrowings on debt	31,591		50,000
Repayments of debt	(60,000)		(51,000)
Debt issuance costs	(3,824)		(73)
Distributions paid to shareholders	(16,100)		(13,357)
Repurchased shares	(60,509)		(23,098)
Net cash provided by (used in) financing activities	(108,842)		(37,528)
Net increase (decrease) in cash, including foreign cash	(28,211)		33,819
Cash, including foreign cash, beginning of period	126,383		47,275
Cash, including foreign cash, end of period	$	98,172	$	81,094
Supplemental and Non-Cash Information
Interest paid during the period	$	15,553	$	10,985
Distributions declared during the period	$	29,431	$	24,554
Distribution payable	$	4,054	$	2,429
Reinvestment of distributions during the period	$	13,487	$	11,229
Taxes, including excise tax, paid during the period	$	749	$	240

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

39

Blue Owl Capital Corporation II

Notes to Consolidated Financial Statements (Unaudited)

Note 1. Organization and Principal Business

Blue Owl 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.

On February 28, 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.

Blue Owl Credit Advisors, LLC (the “Adviser”) serves as the Company’s investment adviser. The Adviser is registered with the U.S. Securities and Exchange Commission (“SEC”) as an investment adviser under the Investment Advisers Act of 1940 (the “Advisers Act”), an indirect affiliate of Blue Owl Capital Inc. (“Blue Owl”) (NYSE: OWL) and part of Blue Owl’s Credit platform, which focuses on direct lending. Blue Owl consists of three investment platforms: (1) Credit, which focuses on direct lending, (2) GP Strategic Capital, which focuses on providing capital to institutional alternative asset managers and (3) Real Estate, which focuses on triple net lease real estate strategies. Subject to the overall supervision of the Company’s board of directors (the “Board”), the Adviser manages the day-to-day operations of, and provides investment advisory and management services to, the Company.

In April 2017, the Company commenced its continuous public offering, commenced operations and made its first portfolio company investment. The Company terminated its continuous public offering as of April 30, 2021. Prior to the termination of its continuous public offering, the Company issued 151,364,239 shares of its common stock for gross proceeds of approximately $1.4 billion, including seed capital contributed by the Adviser in September 2016 and approximately $10.0 million in gross proceeds raised in the private placement from certain individuals and entities affiliated with the Adviser.

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 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.

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Blue Owl Capital Corporation II

Notes to Consolidated Financial Statements (Unaudited) – Continued

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. Rule 2a-5 under the 1940 Act establishes requirements for determining fair value in good faith for purposes of the 1940 Act. Pursuant to Rule 2a-5, the Board designated the Adviser as the Company's valuation designee to perform fair value determinations relating to the value of assets held by the Company for which market quotations are not readily available.

Investments for which market quotations are readily available are typically valued at the average bid price of those market quotations. To validate market quotations, the Company utilizes a number of factors to determine if the quotations are representative of fair value, including the source and number of the quotations. Debt and equity securities that are not publicly traded or whose market prices are not readily available, as is the case for substantially all of the Company’s investments, are valued at fair value as determined in good faith by the Adviser, as the valuation designee, based on, among other things, the input of the independent third-party valuation firm(s) engaged at the direction of the Adviser.

As part of the valuation process, the Adviser, as the valuation designee, takes into account relevant factors in determining the fair value of the Company’s investments, including: the estimated enterprise value of a portfolio company (i.e., the total fair value of the portfolio company’s debt and equity), the nature and realizable value of any collateral, the portfolio company’s ability to make payments based on its earnings and cash flow, the markets in which the portfolio company does business, a comparison of the portfolio company’s securities to any similar publicly traded securities, and overall changes in the interest rate environment and the credit markets that may affect the price at which similar investments may be made in the future. When an external event such as a purchase or sale transaction, public offering or subsequent equity sale occurs, the Adviser, as the valuation designee, considers whether the pricing indicated by the external event corroborates its valuation.

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Blue Owl Capital Corporation II

Notes to Consolidated Financial Statements (Unaudited) – Continued

The Adviser, as the valuation designee, undertakes a multi-step valuation process, which includes, among other procedures, the following:

•With respect to investments for which market quotations are readily available, those investments will typically be valued at the average bid price of those market quotations;

•With respect to investments for which market quotations are not readily available, the valuation process begins with the independent valuation firm(s) providing a preliminary valuation of each investment to the Adviser’s valuation committee;

•Preliminary valuation conclusions are documented and discussed with the Adviser’s valuation committee;

•The Adviser, as the valuation designee, reviews the recommended valuations and determines the fair value of each investment;

•Each quarter, the Adviser, as the valuation designee, will provide the Audit Committee a summary or description of material fair value matters that occurred in the prior quarter and on an annual basis, the Adviser, as the valuation designee, will provide the Audit Committee with a written assessment of the adequacy and effectiveness of its fair value process; and

•The Audit Committee oversees the valuation designee and will report to the Board on any valuation matters requiring the Board’s attention.

The Company conducts this valuation process on a quarterly basis.

The Company applies Financial Accounting Standards Board Accounting Standards Codification (“FASB”) 820, Fair Value Measurements (“ASC 820”), as amended, which establishes a framework for measuring fair value in accordance with U.S. GAAP and required disclosures of fair value measurements. ASC 820 determines fair value to be the price that would be received for an investment in a current sale, which assumes an orderly transaction between market participants on the measurement date. Market participants are defined as buyers and sellers in the principal or most advantageous market (which may be a hypothetical market) that are independent, knowledgeable, and willing and able to transact. In accordance with ASC 820, the Company considers its principal market to be the market that has the greatest volume and level of activity. ASC 820 specifies a fair value hierarchy that prioritizes and ranks the level of observability of inputs used in determination of fair value. In accordance with ASC 820, these levels are summarized below:

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

•Level 2 – Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

•Level 3 – Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

Transfers between levels, if any, are recognized at the beginning of the period in which the transfer occurs. In addition to using the above inputs in investment valuations, the Company applies the valuation policy approved by its Board that is consistent with ASC 820. Consistent with the valuation policy, the Adviser, as the valuation designee, evaluates the source of the inputs, including any markets in which its investments are trading (or any markets in which securities with similar attributes are trading), in determining fair value. When an investment is valued based on prices provided by reputable dealers or pricing services (such as broker quotes), the Adviser, as the valuation designee, subjects those prices to various criteria in making the determination as to whether a particular investment would qualify for treatment as a Level 2 or Level 3 investment. For example, the Adviser, as the valuation designee, or the independent valuation firm(s), reviews pricing support provided by dealers or pricing services in order to determine if observable market information is being used, versus unobservable inputs.

The Company applies the practical expedient provided by the ASC Topic 820 relating to investments in certain entities that calculate net asset value per share (or its equivalent). ASC Topic 820 permits an entity holding investments in certain entities that either are investment companies, or have attributes similar to an investment company, and calculate NAV per share or its equivalent for which the fair value is not readily determinable, to measure the fair value of such investments on the basis of that NAV per share, or its equivalent, without adjustment. Investments which are valued using NAV per share as a practical expedient are not categorized within the fair value hierarchy as per ASC Topic 820.

Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Company’s investments may fluctuate from period to period. Additionally, the fair value of such investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values that may ultimately be realized. Further, such investments are generally less liquid than publicly traded securities and may be subject to contractual and other restrictions on resale. If the Company were required to liquidate a portfolio investment in a forced or liquidation sale, it could realize amounts that are different from the amounts presented and such differences could be material.

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Blue Owl Capital Corporation II

Notes to Consolidated Financial Statements (Unaudited) – Continued

In addition, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the unrealized gains or losses reflected herein.

Financial and Derivative Instruments

Rule 18f-4 requires BDCs that use derivatives to, among other things, comply with a value-at-risk leverage limit, adopt a derivatives risk management program, and implement certain testing and board reporting procedures. Rule 18f-4 exempts BDCs that qualify as “limited derivatives users” from the aforementioned requirements, provided that these BDCs adopt written policies and procedures that are reasonably designed to manage the BDC’s derivatives risks and comply with certain recordkeeping requirements. Rule 18f-4 provides that a BDC may enter into an unfunded commitment agreement that is not a derivatives transaction, such as an agreement to provide financing to a portfolio company, if the BDC has, among other things, a reasonable belief, at the time it enters into such an agreement, that it will have sufficient cash and cash equivalents to meet its obligations with respect to all of its unfunded commitment agreements, in each case as it becomes due. Pursuant to Rule 18f-4, when we trade reverse repurchase agreements or similar financing transactions, including certain tender option bonds, we need to aggregate the amount of any other senior securities representing indebtedness (e.g., bank borrowings, if applicable) when calculating our asset coverage ratio. The Company currently qualifies as a “limited derivatives user” and expects to continue to do so. The Company has adopted a derivatives policy and complies with Rule 18f-4’s recordkeeping requirements.

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.

Interest and Dividend Income Recognition

Interest income is recorded on the accrual basis and includes amortization and accretion of discounts or premiums. Certain investments may have contractual payment-in-kind (“PIK”) interest or dividends. PIK interest and dividends represent accrued interest or dividends that are added to the principal amount or liquidation amount of the investment on the respective interest or dividend payment dates rather than being paid in cash and generally becomes due at maturity or at the occurrence of a liquidation event. For the three months ended March 31, 2024, PIK interest and PIK dividend income earned was $8.2 million, representing approximately 12.4% of investment income. For the three months ended March 31, 2023, PIK interest and PIK dividend income earned was $8.4 million, representing approximately 12.5% of investment income. 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 and accretion of discounts and 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.

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Blue Owl Capital Corporation II

Notes to Consolidated Financial Statements (Unaudited) – Continued

Other Income 

From time to time, the Company may receive fees for services provided to portfolio companies. These fees are generally only available to the Company as a result of closing investments, are generally paid at the closing of the investments, are generally non-recurring and are recognized as revenue when earned upon closing of the investment. The services that the Adviser provides vary by investment, but can include closing, work, diligence or other similar fees and fees for providing managerial assistance to the Company’s portfolio companies.

Offering Expenses

Costs associated with the offering of common shares of the Company were capitalized as deferred offering expenses and 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 prior 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.

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 U.S. federal income taxes at corporate rates on any ordinary income or capital gains that it distributes at least annually to its shareholders as dividends. Instead, any tax liability related to income earned and distributed by the Company represents obligations of the Company’s investors and will not be reflected in the consolidated financial statements of the Company.

To qualify as a RIC, the Company must, among other things, meet certain source-of-income and asset diversification requirements. In addition, to qualify for RIC tax treatment, the Company must generally 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, 2023. As applicable, the Company’s prior three tax years remain subject to examination by U.S. federal, state and local tax authorities.

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Blue Owl Capital Corporation II

Notes to Consolidated Financial Statements (Unaudited) – Continued

Distributions to Common Shareholders

Distributions to common shareholders are recorded on the record date. The amount to be distributed is determined by the Board and is generally based upon the earnings estimated by the Adviser. In addition, the Board may consider the level of undistributed taxable income carried forward from the prior year for distribution in the current year. Net realized long-term capital gains, if any, would 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.

New Accounting Pronouncements

In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848),” which provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts, hedging relationships, and other transactions that reference London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. In January 2021, the FASB issued ASU No. 2021-01, “Reference Rate Reform (Topic 848),” which expanded the scope of Topic 848 to include derivative instruments impacted by discounting transition. In December 2022, the FASB issued ASU No. 2022-06, “Reference Rate Reform (Topic 848),” which extended the transition period provided under ASU No. 2020-04 and 2021-01 for all entities from December 31, 2022 to December 31, 2024.

In June 2022, the FASB issued ASU No. 2022-03, “Fair Value Measurement (Topic 820),” which clarifies the guidance in Topic 820 when measuring the fair value of an equity security subject to contractual restrictions that prohibit the sale of an equity security and introduces new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value in accordance with Topic 820. The amendments affect all entities that have investments in equity securities measured at fair value that are subject to a contractual sale restriction. ASU 2022-03 is effective for public business entities for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. For all other entities the amendments are effective for fiscal years beginning after December 15, 2024, and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. An entity that qualifies as an investment company under Topic 946 should apply the amendments in ASU No. 2022-03 to an investment in an equity security subject to a contractual sale restriction that is executed or modified on or after the date of adoption. Management has adopted the aforementioned accounting pronouncement and concluded that it does not have a material effect on the accompanying consolidated financial statements.

In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740),” which updates income tax disclosure requirements related to rate reconciliation, income taxes paid and other disclosures. ASU 2023-09 is effective for public business entities for fiscal years beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The Company is currently evaluating the impact of adopting ASU No. 2023-09 on the consolidated financial statements.

Other than the aforementioned guidance, the Company’s management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying consolidated financial statements.

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Blue Owl Capital Corporation II

Notes to Consolidated Financial Statements (Unaudited) – Continued

Note 3. Agreements and Related Party Transactions

As of March 31, 2024, the Company had payables to affiliates of $15.7 million, primarily comprised of $7.7 million of management fees and $6.3 million of accrued performance based incentive fees.

As of December 31, 2023, the Company had payables to affiliates of $15.5 million, primarily comprised of $7.9 million of management fees and $6.7 million of accrued performance based incentive fees.

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. On May 6, 2024, the Board approved the continuation of the Administration Agreement.

The Administration Agreement also provides that the Company reimburses the Adviser 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 months ended March 31, 2024 and 2023, the Company incurred expenses of approximately $0.7 million and $0.5 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 will remain in effect for two years from the date it first became effective, and 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.

Investment Advisory Agreement

The Investment Advisory Agreement became effective on May 18, 2021. Under the terms of the Investment Advisory Agreement, the Adviser is responsible for managing the Company’s business and activities, including sourcing investment opportunities, conducting research, performing diligence on potential investments, structuring its investments, and monitoring its portfolio companies on an ongoing basis through a team of investment professionals. On May 6, 2024, the Board approved the continuation of the Investment Advisory Agreement.

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 will remain in effect for two years from the date it first became effective, and 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 the Company’s 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.

46

Blue Owl Capital Corporation II

Notes to Consolidated Financial Statements (Unaudited) – Continued

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.

The management fee is payable quarterly in arrears at an annual rate of 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 months ended March 31, 2024 and 2023, the Company incurred management fees of approximately $7.7 million and $8.5 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%, referred to as the upper level breakpoint, of adjusted capital, plus (b) 17.5% of pre-incentive fee net investment income in excess of 1.818% 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% are also adjusted for the actual number of days in each calendar quarter.

For the three months ended March 31, 2024 and 2023, the Company incurred net investment income based incentive fees of $6.3 million and $6.9 million, respectively.

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% 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 months ended March 31, 2024 and 2023, the Company did not incur capital gains based incentive fees.

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 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

47

Blue Owl Capital Corporation II

Notes to Consolidated Financial Statements (Unaudited) – Continued

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.

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.

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 an order for exemptive relief (as amended, the “Order”) by the SEC for the Company to co-invest with other funds managed by the Adviser or certain affiliates, in a manner consistent with the Company’s investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors. Pursuant to the Order, the Company generally is permitted to co-invest with certain of its affiliates if a “required majority” (as defined in Section 57(o) of the 1940 Act) of the Board make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the transaction, including the consideration to be paid, are reasonable and fair to the Company and its shareholders and do not involve overreaching by the Company or its shareholders on the part of any person concerned, (2) the transaction is consistent with the interests of the Company’s shareholders and is consistent with its investment objective and strategies, (3) the investment by its affiliates would not disadvantage the Company, and the Company’s participation would not be on a basis different from or less advantageous than that on which its affiliates are investing and (4) the proposed investment by the Company would not benefit the 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 Order and applicable law, including the limitation set forth in Section 57(k) of the 1940 Act. In addition, the Order permits the Company to participate in follow-on investments in its existing portfolio companies with certain affiliates that are private funds if such private funds did not have an investment in such existing portfolio company.

The Adviser is affiliated with Blue Owl Technology Credit Advisors LLC (“OTCA”), Blue Owl Credit Private Fund Advisors LLC (“OPFA”), Blue Owl Technology Credit Advisors II LLC (“OTCA II”) and Blue Owl Diversified Credit Advisors LLC (“ODCA” together with OTCA, OPFA, OTCA II and the Adviser, the “Blue Owl Credit Advisers”), which are also investment advisers. The Blue Owl Credit Advisers are indirect affiliates of Blue Owl and comprise Blue Owl’s Credit platform, which focuses on direct lending. The Blue Owl Credit 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 the Order, there could be significant overlap in the Company’s investment portfolio and the investment portfolios of the BDCs, private funds and separately managed accounts managed by the Blue Owl Credit Advisers (collectively, the “Blue Owl Credit Clients”) and/or other funds managed by the Adviser or its affiliates that could avail themselves of the Order and that have an investment objective similar to the Company.

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 was 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 and was terminated on November 7, 2023.

Pursuant to the Expense Support Agreement, prior to its termination on November 7, 2023, on a quarterly basis, the Adviser reimbursed 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” was defined as 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

48

Blue Owl Capital Corporation II

Notes to Consolidated Financial Statements (Unaudited) – Continued

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).

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 specific amount of expenses reimbursed by the Adviser, if any, will be determined at the end of each quarter. The Company’s obligation to make Reimbursement Payments survives the termination of the Expense Support Agreement.

Prior to the termination of the Expense Support Agreement, the amount of Expense Support Payments provided by the Adviser since inception was $32.8 million.

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		5,857		730		—		7.7%	March 31, 2023	0.70%
June 30, 2020	5,794		5,794		—		—		7.4%	N/A	0.70%
September 30, 2020	3,079		—		3,079		—		7.2%	September 30, 2023	0.63%
December 31, 2020	3,216		3,216		—		—		6.5%	N/A	0.71%
March 31, 2021	1,449		—		1,449		—		6.4%	March 31, 2024	0.60%
Total	$	32,754	$	16,186	$	16,568	$	—

______________

(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 or monthly 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.

License Agreement

On July 6, 2023, the Company entered into a license agreement (the “License Agreement”), with an affiliate of Blue Owl, pursuant to which the Company was granted a non-exclusive license to use the name “Blue Owl.” Under the License Agreement, the Company has a right to use the Blue Owl name for so long as the Adviser or one of its affiliates remains the Company’s investment adviser. Other than with respect to this limited license, the Company will have no legal right to the “Blue Owl” name or logo.

49

Blue Owl Capital Corporation II

Notes to Consolidated Financial Statements (Unaudited) – Continued

Note 4. Investments

The information in the tables below is presented on an aggregate portfolio basis, without regard to whether they are non-controlled non-affiliated, non-controlled affiliated or controlled affiliated investments.

The table below presents investments at fair value and amortized cost as of the following periods:

	March 31, 2024				December 31, 2023
($ in thousands)	Amortized Cost		Fair Value		Amortized Cost		Fair Value
First-lien senior secured debt investments	$	1,528,771	$	1,520,761	$	1,408,127	$	1,400,246
Second-lien senior secured debt investments	280,993		263,922		455,907		440,071
Unsecured debt investments	37,701		35,960		40,619		38,895
Preferred equity investments	69,480		69,698		67,709		67,941
Common equity investments	65,367		99,957		64,338		98,711
Total Investments	$	1,982,312	$	1,990,298	$	2,036,700	$	2,045,864

50

Blue Owl Capital Corporation II

Notes to Consolidated Financial Statements (Unaudited) – Continued

The table below presents the industry composition of investments based on fair value as of the following periods:

	March 31, 2024		December 31, 2023
Advertising and media	2.7	%	1.0	%
Aerospace and defense	4.4		4.1
Asset based lending and fund finance(1)	2.1		2.2
Automotive Services	2.0		2.0
Buildings and real estate	3.2		3.0
Business services	2.4		3.5
Chemicals	2.8		2.6
Consumer products	5.4		5.3
Containers and packaging	1.7		1.7
Distribution	2.9		2.6
Education	0.9		1.0
Energy equipment and services	0.5		—
Financial services	1.3		1.4
Food and beverage	7.0		8.4
Healthcare equipment and services	2.4		4.5
Healthcare providers and services	6.1		7.1
Healthcare technology	7.1		6.8
Household products	2.4		2.5
Human resource support services	1.6		1.5
Infrastructure and environmental services	0.9		0.5
Insurance(3)	8.9		8.5
Internet software and services	11.9		11.5
Leisure and entertainment	3.0		2.9
Manufacturing	7.7		7.5
Oil and gas	0.4		0.4
Pharmaceuticals(2)	0.3		0.0		(4)
Professional services	2.8		2.4
Specialty retail	3.3		3.4
Telecommunications	0.5		0.4
Transportation	1.4		1.3
Total	100.0	%	100.0	%

______________

(1)Includes investments in AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC and AAM Series 2.1 Aviation Feeder, LLC (collectively, “Amergin AssetCo”).

(2)Includes investment in LSI Financing 1 DAC (“LSI Financing”).

(3)Includes investments in Fifth Season Investment LLC (“Fifth Season”).

(4)Rounds to less than 0.1.

The table below presents the geographic composition of investments based on fair value as of the following periods:

	March 31, 2024		December 31, 2023
United States:
Midwest	18.2	%	18.7	%
Northeast	16.2		16.5
South	32.0		31.3
West	25.1		25.3
International	8.5		8.2
Total	100.0	%	100.0	%

51

Blue Owl Capital Corporation II

Notes to Consolidated Financial Statements (Unaudited) – Continued

Note 5. Debt

In accordance with the 1940 Act, with certain limitations, the Company is allowed to borrow amounts such that its asset coverage, as defined in the 1940 Act, is at least 200% (or 150% if certain conditions are met) after such borrowing. The Company’s asset coverage was 238% and 239% as of March 31, 2024 and December 31, 2023, respectively.

Debt obligations consisted of the below as of the following periods:

	March 31, 2024
($ in thousands)	Aggregate Principal Committed		Outstanding Principal		Amount Available(1)		Net Carrying Value(2)
Revolving Credit Facility	$	250,000	$	31,578	$	218,422	$	28,061
SPV Asset Facility I	250,000		—		174,494		—
SPV Asset Facility II	325,000		125,000		1,776		120,205
CLO XIII	260,000		260,000		—		257,792
2024 Notes	100,000		100,000		—		100,825
2026 Notes	350,000		350,000		—		343,921
Total Debt	$	1,535,000	$	866,578	$	394,692	$	850,804

______________

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

(2)The carrying value of the Company’s Revolving Credit Facility, SPV Asset Facility II, CLO XIII, 2024 Notes and 2026 Notes are presented net of deferred financing costs of $3.5 million, $4.8 million, $2.2 million, $(0.8) million and $6.1 million, respectively.

	December 31, 2023
($ in thousands)	Aggregate Principal Committed		Outstanding Principal		Amount Available(1)		Net Carrying Value(2)
SPV Asset Facility I	$	250,000	$	60,000	$	174,934	$	58,715
SPV Asset Facility II	325,000		125,000		19,715		120,008
CLO XIII	260,000		260,000		—		257,764
2024 Notes	100,000		100,000		—		101,138
2026 Notes	350,000		350,000		—		343,473
Total Debt	$	1,285,000	$	895,000	$	194,649	$	881,098

______________

(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, CLO XIII, 2024 Notes and 2026 Notes are presented net of deferred financing costs of $1.3 million, $5.0 million, $2.2 million, $(1.1) million and $6.5 million, respectively.

For the following periods, the components of interest expense were as follows:

	For the Three Months Ended March 31,
($ in thousands)	2024			2023
Interest expense	$	18,560		$	15,699
Amortization of debt issuance costs	802			235
Total Interest Expense	$	19,362		$	15,934
Average interest rate	7.9		%	6.1		%
Average daily borrowings	$	872,340		$	998,189

52

Blue Owl Capital Corporation II

Notes to Consolidated Financial Statements (Unaudited) – Continued

Revolving Credit Facility

On January 12, 2024 (the “Revolving Credit Facility Closing Date”), the Company entered into a Senior Secured Credit Agreement (the “Revolving Credit Facility”). The parties to the Revolving Credit Facility include the Company, as Borrower, the lenders and issuing banks from time to time parties thereto, Sumitomo Mitsui Banking Corporation, as Administrative Agent.

The Revolving Credit Facility is guaranteed by certain domestic subsidiaries of the Company in existence as of the Revolving Credit Facility Closing Date of the Revolving Credit Facility, and will be guaranteed by certain domestic subsidiaries of the Company that are formed or acquired by the Company in the future (collectively, the “Revolving Credit Facility Guarantors”). Proceeds of the Revolving Credit Facility may be used for general corporate purposes, including the funding of portfolio investments.

The Revolving Credit Facility provides for (a) a term loan in an initial amount of $25.0 million and (b) subject to availability under the borrowing base, which is based on the Company’s portfolio investments and other outstanding indebtedness, a revolving credit facility in an initial amount of up to $225.0 million. The amount available for borrowing under the Revolving Credit Facility is reduced by any standby letters of credit issued through the Revolving Credit Facility. Maximum capacity under the Revolving Credit Facility may be increased to $1.00 billion through the exercise by the Company of an uncommitted accordion feature through which existing and new lenders may, at their option, agree to provide additional financing. The Revolving Credit Facility is secured by a perfected first-priority interest in substantially all of the portfolio investments held by the Company and each Revolving Credit Facility Guarantor, subject to certain exceptions, and includes a $40.0 million limit for swingline loans.

The availability period with respect to the revolving credit facility under the Revolving Credit Facility will terminate on January 12, 2028 (the “Revolving Credit Facility Commitment Termination Date”) and the Revolving Credit Facility will mature on January 12, 2029 (the “Revolving Credit Facility Maturity Date”). During the period from the Revolving Credit Facility Commitment Termination Date to the Revolving Credit Facility Maturity Date, the Company will be obligated to make mandatory prepayments under the Revolving Credit Facility out of the proceeds of certain asset sales and other recovery events and equity and debt issuances.

The Company may borrow amounts in U.S. dollars or certain other permitted currencies. Amounts drawn under the Revolving Credit Facility with respect to the commitments in U.S. dollars will bear interest at either (i) term SOFR plus a margin plus any applicable credit adjustment spread plus margin of 2.00% per annum or (ii) the alternative base rate plus margin of 1.00% per annum. With respect to loans denominated in U.S. dollars, the Company may elect either the term SOFR or the alternative base rate at the time of drawdown, and such loans may be converted from one rate to another at any time at the Company’s option, subject to certain conditions. Amounts drawn under the Revolving Credit Facility with respect to the commitments in other permitted currencies will bear interest at the relevant rate specified therein (including any applicable credit adjustment spread) plus margin of 2.00% per annum. The Company will also pay a fee of 0.375% on daily undrawn amounts under the Revolving Credit Facility.

The Revolving Credit Facility includes customary covenants, including certain limitations on the incurrence by the Company of additional indebtedness and on the Company’s ability to make distributions to its shareholders, or redeem, repurchase or retire shares of stock, upon the occurrence of certain events and certain financial covenants related to asset coverage and liquidity and other maintenance covenants, as well as customary events of default. The Revolving Credit Facility requires a minimum asset coverage ratio with respect to the consolidated assets of the Company and its subsidiaries to senior securities that constitute indebtedness of no less than 1.50 to 1.00 at any time.

SPV Asset Facilities

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. From time to time, the parties to the SPV Asset Facility I have amended the SPV Asset Facility I and the related transaction documents.

The summary below reflects the terms of the SPV Asset Facility I as amended from time to time, including by Amendment No. 1 to the Third Amended and Restated Credit Agreement, entered into on September 20, 2023, by the parties to the SPV Asset Facility I.

53

Blue Owl Capital Corporation II

Notes to Consolidated Financial Statements (Unaudited) – Continued

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 $250.0 million (decreased from $500.0 million on September 20, 2023); 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, 2025 (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, 2026. Amounts drawn in USD bear interest at Term SOFR plus a 2.70% spread and the spread is also payable on a portion of any undrawn amounts. The Company borrows utilizing three-month SOFR rate loans. 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.

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. The parties to the SPV Asset Facility II have entered into various amendments, including to increase the maximum principal amount of the SPV Asset Facility II, change the interest rates for amounts drawn in U.S. dollars, to extend the maturity of the SPV Asset Facility II to convert the benchmark rate of the facility from LIBOR to Term SOFR and make certain other changes. The following describes the terms of the SPV Asset Facility II as amended through April 4, 2023 (the “SPV Asset Facility II Third Amendment Date”).

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 as of the SPV Asset Facility II Third Amendment Date is $325.0 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.

54

Blue Owl Capital Corporation II

Notes to Consolidated Financial Statements (Unaudited) – Continued

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 through April 14, 2025 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 4, 2033 (the “SPV Asset Facility II Stated Maturity”). Prior to the SPV Asset Facility II 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 SPV Asset Facility II 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 Term SOFR (or, in the case of certain lenders that are commercial paper conduits, the lower of their cost of funds and Term SOFR plus 0.25%) plus, (x) with respect to revolving loans, 2.75% and (y) with respect to term loans, 2.75% during the SPV Asset Facility II’s reinvestment period and 2.75% thereafter. From the SPV Asset Facility II Third Amendment Date to the SPV Asset Facility II Commitment Termination Date, there is a commitment fee of 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.

CLO

CLO XIII

On September 12, 2023 (the “CLO XIII Closing Date”), the Company completed a $399.3 million term debt securitization transaction (the “CLO XIII Transaction”), also known as a collateralized loan obligation transaction, which is a form of secured financing incurred by the Company. The secured notes and preferred shares issued in the CLO XIII Transaction were issued by the Company’s consolidated subsidiary Owl Rock CLO XIII, LLC, a limited liability organized under the laws of the State of Delaware (the “CLO XIII Issuer”) and are backed by a portfolio of collateral obligations consisting of middle-market loans and participation interests in middle-market loans as well as by other assets of the CLO XIII Issuer.

The CLO XIII Transaction was executed by (A) the issuance of the following classes of notes and preferred shares pursuant to an indenture and security agreement dated as of the CLO XIII Closing Date (the “CLO XIII Indenture”), by and among the CLO XIII Issuer and State Street Bank and Trust Company: (i) $228.0 million of AAA(sf) Class A Notes, which bear interest at three-month term SOFR plus 2.55% and (ii) $32.0 million of AA(sf) Class B Notes, which bear interest at three-month term SOFR plus 3.35% (together, the “CLO XIII Secured Notes”). The CLO XIII Secured Notes are secured by middle-market loans, participation interests in middle-market loans and other assets of the CLO XIII Issuer. The CLO XIII Secured Notes are scheduled to mature on the Payment Date (as defined in the CLO XIII Indenture) in September, 2035. The CLO XIII Secured Notes were privately placed by Goldman Sachs & Co. LLC as Placement Agent and NatWest Markets Securities Inc. as Co-Placement Agent.

Concurrently with the issuance of the CLO XIII Secured Notes, the CLO XIII Issuer issued approximately $139.3 million of subordinated securities in the form of 139,300 preferred shares at an issue price of U.S. $1,000 per share (the “CLO XIII Preferred Shares”). The CLO XIII Preferred Shares were issued by the CLO XIII Issuer as part of its issued share capital and are not secured by the collateral securing the CLO XIII Secured Notes. The Company purchased all of the CLO XIII Preferred Shares. The Company acts as retention holder in connection with the CLO XIII Transaction for the purposes of satisfying certain U.S. and European Union regulations requiring sponsors of securitization transactions to retain exposure to the performance of the securitized assets and as such is required to retain a portion of the CLO XIII Preferred Shares.

As part of the CLO XIII Transaction, the Company entered into a loan sale agreement with the CLO XIII Issuer dated as of the CLO XIII Closing Date, which provided for the contribution of approximately $36.4 million funded par amount of middle-market loans from the Company to the CLO XIII Issuer on the CLO XIII Closing Date and for future sales from the Company to the CLO XIII Issuer on an ongoing basis. No gain or loss will be recognized as a result of these sales and contributions. Such loans constituted part of the initial portfolio of assets securing the CLO XIII Secured Notes. The remainder of the initial portfolio assets securing the CLO XIII Secured Notes consisted of approximately $298.5 million funded par amount of middle-market loans purchased by the CLO XIII Issuer from ORCC II Financing LLC, a wholly-owned subsidiary of the Company, under an additional loan sale agreement executed on the CLO XIII Closing Date between the CLO XIII Issuer and ORCC II Financing LLC and OR Lending II LLC, a wholly-owned subsidiary of the Company. The Company, ORCC II Financing LLC and OR Lending II LLC each made customary representations, warranties, and covenants to the CLO XIII Issuer under the applicable loan sale agreement.

55

Blue Owl Capital Corporation II

Notes to Consolidated Financial Statements (Unaudited) – Continued

Through September 20, 2027, a portion of the proceeds received by the CLO XIII Issuer from the loans securing the CLO XIII Secured Notes may be used by the CLO XIII Issuer to purchase additional middle-market loans under the direction of the Adviser in its capacity as collateral manager for the CLO XIII Issuer and in accordance with the Company’s investing strategy and ability to originate eligible middle-market loans.

The CLO XIII Secured Notes are the secured obligations of the CLO XIII Issuer, and the CLO XIII Indenture includes customary covenants and events of default. The CLO XIII Secured Notes have not been registered under the Securities Act, or any state securities (e.g., “blue sky”) laws, and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or pursuant to an applicable exemption from such registration.

The Adviser will serve as collateral manager for the CLO XIII Issuer under a collateral management agreement dated as of the CLO XIII Closing Date (the “CLO XIII Collateral Management Agreement”). The Adviser is entitled to receive fees for providing these services. The Adviser has waived its right to receive such fees but may rescind such waiver at any time; provided, however, that if the Adviser rescinds such waiver, the management fee payable to the Adviser pursuant to the Investment Advisory Agreement will be offset by the amount of the collateral management fee attributable to the CLO XIII Issuer’s equity or notes owned by the Company.

Unsecured Notes

2024 Notes

On November 26, 2019, the Company issued $300.0 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, 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 $50.0 million aggregate principal amount of the 2024 Notes the Company issued an additional $100.0 million aggregate principal amount of the 2024 Notes in private placements 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 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 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 the Company to (i) comply with the asset coverage requirements of the Investment Company Act of 1940, as amended, whether or not it is subject to those requirements, and (ii) provide financial information to the holders of the 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.

56

Blue Owl Capital Corporation II

Notes to Consolidated Financial Statements (Unaudited) – Continued

On November 15, 2023, the Company caused notice to be issued to the holders of the 2024 Notes regarding its exercise of the option to redeem $350.0 million in aggregate principal amount of the 2024 Notes at 100% of their principal amount, plus the accrued and unpaid interest thereon through, but excluding, the redemption date, December 15, 2023. On December 15, 2023, the Company redeemed in $350.0 million in aggregate principal amount of the 2024 Notes at 100% of their principal amount, plus the accrued and unpaid interest thereon through, but excluding, December 15, 2023. As of December 31, 2023, $100.0 million in aggregate principal amount of the 2024 Notes remained outstanding.

2026 Notes

On November 15, 2023, the Company issued $350.0 million aggregate principal amount of its 8.450% notes due November 15, 2026 (the “2026 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 2026 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 2026 Notes were issued pursuant to the Base Indenture and a Second Supplemental Indenture, dated as of November 15, 2023 (the “Second Supplemental Indenture” and together with the Base Indenture, the “2026 Indenture”), between the Company and the Trustee. The 2026 Notes will mature on November 15, 2026, unless repurchased or redeemed in accordance with their terms prior to such date. The 2026 Notes bear interest at a rate of 8.450% per year payable semi-annually on May 15 and November 15 of each year, commencing on May 15, 2024. Concurrent with the issuance of the 2026 Notes, the Company entered into a Registration Rights Agreement (the “2026 Registration Rights Agreement”) for the benefit of the purchasers of the 2026 Notes. Pursuant to the 2026 Registration Rights Agreement, the Company is obligated to file a registration statement with the SEC with respect to an offer to exchange the 2026 Notes for a new issue of debt securities registered under the Securities Act with terms substantially identical to those of the 2026 Notes (except for provisions relating to transfer restrictions and payment of additional interest) and to use its commercially reasonable efforts to consummate such exchange offer on the earliest practicable date after the registration statement has been declared effective but in no event later than 365 days after the initial issuance of the 2026 Notes. If the Company fails to satisfy its registration obligations under the 2026 Registration Rights Agreement, it will be required to pay additional interest to the holders of the 2026 Notes.

The 2026 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 2026 Notes. The 2026 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 2026 Notes rank 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 2026 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 2026 Indenture contains certain covenants, including covenants requiring the Company to (i) comply with Section 18(a)(1)(A) of the 1940 Act, as modified by Section 61(a) of the 1940 Act, for the period of time during which the 2026 Notes are outstanding, whether or not it is subject to those requirements, and (ii) provide financial information to the holders of the 2026 Notes and the Trustee if the Company is no longer subject to the reporting requirements under the Exchange Act. These covenants are subject to important limitations and exceptions that are described in the 2026 Indenture.

In addition, if a change of control repurchase event, as defined in the 2026 Indenture, occurs prior to maturity, holders of the 2026 Notes will have the right, at their option, to require the Company to repurchase for cash some or all of the 2026 Notes at a repurchase price equal to 100% of the aggregate principal amount of the 2026 Notes being repurchased, plus accrued and unpaid interest to, but excluding, the repurchase date.

57

Blue Owl Capital Corporation II

Notes to Consolidated Financial Statements (Unaudited) – Continued

Note 6. Fair Value of Investments

Investments

The tables below present the fair value hierarchy of investments as of the following periods:

	Fair Value Hierarchy as of March 31, 2024
($ in thousands)	Level 1		Level 2		Level 3		Total
Cash	$	98,172	$	—	$	—	$	98,172
Investments:
First-lien senior secured debt investments	$	—	$	46,863	$	1,473,898	$	1,520,761
Second-lien senior secured debt investments	—		20,946		242,976		263,922
Unsecured debt investments	—		—		35,960		35,960
Preferred equity investments	—		—		69,698		69,698
Common equity investments	159		—		98,553		98,712
Subtotal	$	159	$	67,809	$	1,921,085	$	1,989,053
Investments measured at NAV	—		—		—		1,245
Total Investments	$	159	$	67,809	$	1,921,085	$	1,990,298

	Fair Value Hierarchy as of December 31, 2023
($ in thousands)	Level 1		Level 2		Level 3		Total
Cash	$	126,383	$	—	$	—	$	126,383
Investments:
First-lien senior secured debt investments	$	—	$	10,034	$	1,390,212	$	1,400,246
Second-lien senior secured debt investments	—		25,806		414,265		440,071
Unsecured debt investments	—		634		38,261		38,895
Preferred equity investments	—		—		67,941		67,941
Common equity investments	202		—		98,509		98,711
Total Investments	$	202	$	36,474	$	2,009,188	$	2,045,864

58

Blue Owl Capital Corporation II

Notes to Consolidated Financial Statements (Unaudited) – Continued

The tables below present changes in the fair value of investments for which Level 3 inputs were used to determine the fair value as of and for the following periods:

	As of and for the Three Months Ended March 31, 2024
($ in thousands)	First-lien senior secured debt investments		Second-lien senior secured debt investments		Unsecured debt investments		Preferred equity investments		Common equity investments		Total
Fair value, beginning of period	$	1,390,212	$	414,265	$	38,261	$	67,941	$	98,509	$	2,009,188
Purchases of investments, net	140,306		(1)		—		87		1,015		141,407
Payment-in-kind	3,947		391		1,825		1,643		37		7,843
Proceeds from investments, net	(54,126)		(171,688)		(3,796)		(2)		(23)		(229,635)
Net change in unrealized gain (loss) on investments	292		(1,248)		(20)		(15)		251		(740)
Net realized gain (loss) on investments	(128)		(256)		(350)		—		—		(734)
Net accretion/amortization of discount/premium on investments	1,218		1,513		40		44		—		2,815
Transfers into (out of) Level 3(1)	(7,823)		—		—		—		(1,236)		(9,059)
Fair value, end of period	$	1,473,898	$	242,976	$	35,960	$	69,698	$	98,553	$	1,921,085

_____________________

(1)Transfers between levels, if any, are recognized at the beginning of the period in which the transfers occur. For the three months ended March 31, 2024, transfers out of Level 3 were as a result of changes in the observability of significant inputs for certain portfolio companies and an investment measured at net asset value which is no longer categorized within the fair value hierarchy.

	As of and for the Three Months Ended March 31, 2023
($ in thousands)	First-lien senior secured debt investments		Second-lien senior secured debt investments		Unsecured debt investments		Preferred equity investments		Common equity investments		Total
Fair value, beginning of period	$	1,614,366	$	453,762	$	32,094	$	58,678	$	86,066	$	2,244,966
Purchases of investments, net	16,910		(1)		(1)		811		328		18,047
Payment-in-kind	3,935		894		1,414		1,391		31		7,665
Proceeds from investments, net	(52,382)		(8,000)		(38)		—		(2)		(60,422)
Net change in unrealized gain (loss) on investments	8,546		1,568		865		416		533		11,928
Net realized gain (loss) on investments	(7,752)		—		(5)		—		—		(7,757)
Net accretion/amortization of discount/premium on investments	1,381		251		17		41		—		1,690
Transfers between investment types	(4,750)		—		—		—		4,750		—
Transfers into (out of) Level 3(1)	(70)		(17,701)		569		—		—		(17,202)
Fair value, end of period	$	1,580,184	$	430,773	$	34,915	$	61,337	$	91,706	$	2,198,915

_____________________

(1)Transfers between levels, if any, are recognized at the beginning of the period in which the transfers occur. For the three months ended March 31, 2023, transfers out of Level 3 were as a result of changes in the observability of significant inputs for certain portfolio companies.

59

Blue Owl Capital Corporation II

Notes to Consolidated Financial Statements (Unaudited) – Continued

The table below presents 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 following periods:

($ in thousands)	Net change in unrealized gain (loss) for the Three Months Ended March 31, 2024 on Investments Held at March 31, 2024		Net change in unrealized gain (loss) for the Three Months Ended March 31, 2023 on Investments Held at March 31, 2023
First-lien senior secured debt investments	$	528	$	8,546
Second-lien senior secured debt investments	(137)		1,568
Unsecured debt investments	(20)		865
Preferred equity investments	(15)		416
Common equity investments	251		533
Total Investments	$	607	$	11,928

The tables below present quantitative information about the significant unobservable inputs of the Company’s Level 3 investments as of the following periods. The weighted average range of unobservable inputs is based on fair value of investments. The tables are not intended to be all-inclusive, but instead capture the significant unobservable inputs relevant to the Company’s determination of fair value.

	As of March 31, 2024
($ in thousands)	Fair Value		Valuation Technique	Unobservable Input	Range (Weighted Average)	Impact to Valuation from an Increase in Input
First-lien senior secured debt investments	$	1,365,175	Yield Analysis	Market Yield	6.8% - 30.5% (12.6%)	Decrease
	108,723		Recent Transaction	Transaction Price	97.5% - 100.0% (98.7%)	Increase
Second-lien senior secured debt investments	$	241,487	Yield Analysis	Market Yield	11.9% - 68.0% (17.1%)	Decrease
	1,489		Collateral Analysis	Recovery Rate	13.3% - 13.3% (13.3%)	Increase
Unsecured debt investments	$	35,033	Yield Analysis	Market Yield	10.0% - 17.5% (12.2%)	Decrease
	927		Market Approach	EBITDA Multiple	13.0x - 13.0x (13.0x)	Increase
Preferred equity investments	$	69,698	Yield Analysis	Market Yield	10.9% - 25.2% (15.9%)	Decrease
Common equity investments	$	86,594	Market Approach	EBITDA Multiple	3.4x - 20.0x (7.7x)	Increase
	3,417		Market Approach	Revenue Multiple	1.9x - 14.5x (10.4x)	Increase
	3,525		Recent Transaction	Transaction Price	100.0% - 100.0% (100.0%)	Increase
	1,854		Yield Analysis	Market Yield	8.2% - 8.2% (8.2%)	Decrease
	32		Market Approach	Gross Profit Multiple	9.5x - 9.5x (9.5x)	Increase
	3,110		Market Approach	AUM Multiple	1.0x - 1.0x (1.0x)	Increase
	20		Option Pricing Model	Volatility	70.0% - 70.0% (70.0%)	Increase

60

Blue Owl Capital Corporation II

Notes to Consolidated Financial Statements (Unaudited) – Continued

	As of December 31, 2023
($ in thousands)	Fair Value		Valuation Technique	Unobservable Input	Range (Weighted Average)	Impact to Valuation from an Increase in Input
First-lien senior secured debt investments	$	1,249,284	Yield Analysis	Market Yield	9.1% - 27.4% (12.7%)	Decrease
	140,928		Recent Transaction	Transaction Price	97.5% - 100.0% (98.8%)	Increase
Second-lien senior secured debt investments	$	412,776	Yield Analysis	Market Yield	11.4% - 39.5% (15.3%)	Decrease
	1,489		Collateral Analysis	Recovery Rate	13.3% - 13.3% (13.3%)	Increase
Unsecured debt investments	$	37,334	Yield Analysis	Market Yield	10.6% - 17.2% (11.8%)	Decrease
	927		Market Approach	EBITDA Multiple	11.8x - 11.8x (11.8x)	Increase
Preferred equity investments	$	66,255	Yield Analysis	Market Yield	13.0% - 24.6% (16.0%)	Decrease
	1,686		Recent Transaction	Transaction Price	98.0% - 98.0% (98.0%)	Increase
Common equity investments	$	87,626	Market Approach	EBITDA Multiple	3.3x - 20.3x (7.8x)	Increase
	3,434		Market Approach	Revenue Multiple	1.9x - 14.7x (10.6x)	Increase
	5,561		Recent Transaction	Transaction Price	100.0% - 100.0% (100.0%)	Increase
	1,858		Yield Analysis	Market Yield	7.9% - 7.9% (7.9%)	Decrease
	30		Market Approach	Gross Profit Multiple	9.9x - 9.9x (9.9x)	Increase

The fair value of the Company’s performing Level 3 debt investments is typically determined utilizing a yield analysis. In a yield analysis, a price is ascribed for each investment based upon an assessment of current and expected market yields for similar investments and risk profiles. Additional consideration is given to the expected life, portfolio company performance since close, and other terms and risks associated with an investment. Among other factors, a determinant of risk is the amount of leverage used by the portfolio company relative to its total enterprise value, and the rights and remedies of the Company’s investment within the portfolio company’s capital structure.

When the debtor is not performing or when there is insufficient value to cover the investment, the Company may utilize a net recovery approach to determine the fair value of debt investments in subject companies. A net recovery analysis typically consists of two steps. First, the total enterprise value for the subject company is estimated using standard valuation approaches, most commonly the market approach. Second, the fair value for each investment in the subject company is then estimated by allocating the subject company’s total enterprise value to the outstanding securities in the capital structure based upon various factors, including seniority, preferences, and other features if deemed relevant to each security in the capital structure.

Significant unobservable quantitative inputs typically used in the fair value measurement of the Company’s Level 3 debt investments primarily include current market yields, including relevant market indices, but may also include quotes from brokers, dealers, and pricing services as indicated by comparable investments. For the Company’s Level 3 equity investments, a market approach, based on comparable financial performance multiples such as publicly-traded company and comparable market transaction multiples of revenues, earnings before income taxes, depreciation and amortization (“EBITDA”), or some combination thereof and comparable market transactions typically would be used.

61

Blue Owl Capital Corporation II

Notes to Consolidated Financial Statements (Unaudited) – Continued

Debt Not Carried at Fair Value

Fair value is estimated by discounting remaining payments using applicable current market rates, which take into account changes in the Company’s marketplace credit ratings, or market quotes, if available. The table below presents the carrying and fair values of the Company’s debt obligations as of the following periods.

	March 31, 2024				December 31, 2023
($ in thousands)	Net Carrying Value(1)		Fair Value		Net Carrying Value(2)		Fair Value
Revolving Credit Facility	$	28,061	$	28,061	$	—	$	—
SPV Asset Facility I	—		—		58,715		58,715
SPV Asset Facility II	120,205		120,205		120,008		120,008
CLO XIII	257,792		257,792		257,764		257,764
2024 Notes	100,825		99,000		101,138		98,750
2026 Notes	343,921		360,500		343,473		360,500
Total Debt	$	850,804	$	865,558	$	881,098	$	895,737

______________

(1)The carrying value of the Company’s Revolving Credit Facility, SPV Asset Facility II, CLO XIII, 2024 Notes and 2026 Notes are presented net of deferred financing costs of $3.5 million, $4.8 million, $2.2 million, $(0.8) million and $6.1 million, respectively.

(2)The carrying value of the Company’s SPV Asset Facility I, SPV Asset Facility II, CLO XIII, 2024 Notes and 2026 Notes are presented net of deferred financing costs of $1.3 million, $5.0 million, $2.2 million, $(1.1) million and $6.5 million, respectively.

The table below presents fair value measurements of the Company’s debt obligations as of the following periods:

($ in thousands)	March 31, 2024		December 31, 2023
Level 1	$	—	$	—
Level 2	459,500		459,250
Level 3	406,058		436,487
Total Debt	$	865,558	$	895,737

Financial Instruments Not Carried at Fair Value

As of March 31, 2024 and December 31, 2023, the carrying amounts of the Company’s other assets and liabilities approximate fair value due to their short maturities. These financial instruments would be categorized as Level 3 within the hierarchy.

62

Blue Owl 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 the following periods, the Company had the below outstanding commitments to fund investments in current portfolio companies:

Portfolio Company	Investment	March 31, 2024		December 31, 2023
($ in thousands)
3ES Innovation Inc. (dba Aucerna)	First lien senior secured revolving loan	$	386	$	237
AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC	LLC Interest	221		296
AAM Series 2.1 Aviation Feeder, LLC	LLC Interest	—		17
Alera Group, Inc.	First lien senior secured delayed draw term loan	6,777		7,133
Allied Benefit Systems Intermediate LLC	First lien senior secured delayed draw term loan	464		464
Anaplan, Inc.	First lien senior secured revolving loan	972		972
Apex Service Partners, LLC	First lien senior secured delayed draw term loan	87		150
Apex Service Partners, LLC	First lien senior secured revolving loan	40		59
Aptean Acquiror, Inc. (dba Aptean)	First lien senior secured delayed draw term loan	675		—
Aptean Acquiror, Inc. (dba Aptean)	First lien senior secured revolving loan	364		—
Arctic Holdco, LLC (dba Novvia Group)	First lien senior secured delayed draw term loan	1,354		1,354
Ascend Buyer, LLC (dba PPC Flexible Packaging)	First lien senior secured revolving loan	52		52
Associations, Inc.	First lien senior secured delayed draw term loan	3		3
Associations, Inc.	First lien senior secured revolving loan	2,991		3,974
Azurite Intermediate Holdings, Inc. (dba Alteryx, Inc.)	First lien senior secured delayed draw term loan	1,484		—
Azurite Intermediate Holdings, Inc. (dba Alteryx, Inc.)	First lien senior secured revolving loan	238		—
Bayshore Intermediate #2, L.P. (dba Boomi)	First lien senior secured revolving loan	1,074		991
BCPE Osprey Buyer, Inc. (dba PartsSource)	First lien senior secured delayed draw term loan	295		295
BCPE Osprey Buyer, Inc. (dba PartsSource)	First lien senior secured revolving loan	24		36
BCTO BSI Buyer, Inc. (dba Buildertrend)	First lien senior secured revolving loan	1,527		1,527
BP Veraison Buyer, LLC (dba Sun World)	First lien senior secured revolving loan	1,824		1,824
BradyIFS Holdings, LLC (fka Individual Foodservice Holdings, LLC)	First lien senior secured delayed draw term loan	2,430		2,430
BradyIFS Holdings, LLC (fka Individual Foodservice Holdings, LLC)	First lien senior secured revolving loan	2,476		2,476
Brightway Holdings, LLC	First lien senior secured revolving loan	447		289
Broadcast Music, Inc.	First lien senior secured revolving loan	825		—
Catalis Intermediate, Inc. (fka GovBrands Intermediate, Inc.)	First lien senior secured revolving loan	121		122
CivicPlus, LLC	First lien senior secured revolving loan	213		141
Crewline Buyer, Inc. (dba New Relic)	First lien senior secured revolving loan	472		472
Delinea Buyer, Inc. (f/k/a Centrify)	First lien senior secured revolving loan	1,345		1,345
Denali BuyerCo, LLC (dba Summit Companies)	First lien senior secured revolving loan	125		125

63

Blue Owl Capital Corporation II

Notes to Consolidated Financial Statements (Unaudited) – Continued

Portfolio Company	Investment	March 31, 2024	December 31, 2023
Dresser Utility Solutions, LLC	First lien senior secured delayed draw term loan	858	—
Dresser Utility Solutions, LLC	First lien senior secured revolving loan	1,201	—
EET Buyer, Inc. (dba e-Emphasys)	First lien senior secured revolving loan	73	73
Endries Acquisition, Inc.	First lien senior secured delayed draw term loan	2,512	6,411
Entertainment Benefits Group, LLC	First lien senior secured revolving loan	80	80
EOS U.S. Finco LLC	First lien senior secured delayed draw term loan	1,244	1,244
Evolution BuyerCo, Inc. (dba SIAA)	First lien senior secured delayed draw term loan	4,149	4,978
Evolution BuyerCo, Inc. (dba SIAA)	First lien senior secured revolving loan	2,230	2,230
FARADAY BUYER, LLC (dba MacLean Power Systems)	First lien senior secured delayed draw term loan	1,882	1,882
Fiesta Purchaser, Inc. (dba Shearer's Foods)	First lien senior secured revolving loan	993	—
Finastra USA, Inc.	First lien senior secured revolving loan	319	288
Forescout Technologies, Inc.	First lien senior secured delayed draw term loan	6,825	6,825
Forescout Technologies, Inc.	First lien senior secured revolving loan	700	700
Fortis Solutions Group, LLC	First lien senior secured revolving loan	85	85
FR Vision Holdings, Inc. (dba CHA Consulting)	First lien senior secured delayed draw term loan	1,282	—
FR Vision Holdings, Inc. (dba CHA Consulting)	First lien senior secured revolving loan	434	—
Gainsight, Inc.	First lien senior secured revolving loan	448	448
Galls, LLC	First lien senior secured delayed draw term loan	5,348	—
Galls, LLC	First lien senior secured revolving loan	1,818	3,417
Galway Borrower LLC	First lien senior secured delayed draw term loan	1,554	—
Galway Borrower LLC	First lien senior secured revolving loan	164	—
Gaylord Chemical Company, L.L.C.	First lien senior secured revolving loan	2,609	2,609
Gerson Lehrman Group, Inc.	First lien senior secured revolving loan	526	2,039
GI Ranger Intermediate, LLC (dba Rectangle Health)	First lien senior secured revolving loan	74	29
Global Music Rights, LLC	First lien senior secured revolving loan	631	83
Granicus, Inc.	First lien senior secured delayed draw term loan	579	—
Granicus, Inc.	First lien senior secured revolving loan	548	—
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	3,702	38
Hissho Sushi Merger Sub, LLC	First lien senior secured revolving loan	70	70
Hyland Software, Inc.	First lien senior secured revolving loan	85	85
Icefall Parent, Inc. (dba EngageSmart)	First lien senior secured revolving loan	386	—
IG Investments Holdings, LLC (dba Insight Global)	First lien senior secured revolving loan	723	723
Indigo Buyer, Inc. (dba Inovar Packaging Group)	First lien senior secured revolving loan	40	60

64

Blue Owl Capital Corporation II

Notes to Consolidated Financial Statements (Unaudited) – Continued

Portfolio Company	Investment	March 31, 2024	December 31, 2023
Indikami Bidco, LLC (dba IntegriChain)	First lien senior secured delayed draw term loan	377	377
Indikami Bidco, LLC (dba IntegriChain)	First lien senior secured revolving loan	216	269
Integrity Marketing Acquisition, LLC	First lien senior secured revolving loan	1,705	1,705
Integrity Marketing Acquisition, LLC	First lien senior secured delayed draw term loan	6,857	6,857
Interoperability Bidco, Inc. (dba Lyniate)	First lien senior secured revolving loan	700	654
Kaseya Inc.	First lien senior secured delayed draw term loan	30	30
Kaseya Inc.	First lien senior secured revolving loan	24	24
KENE Acquisition, Inc. (dba Entrust Solutions Group)	First lien senior secured delayed draw term loan	983	—
KENE Acquisition, Inc. (dba Entrust Solutions Group)	First lien senior secured revolving loan	295	—
KPSKY Acquisition, Inc. (dba BluSky)	First lien senior secured delayed draw term loan	58	58
KRIV Acquisition Inc. (dba Riveron)	First lien senior secured delayed draw term loan	158	158
KRIV Acquisition Inc. (dba Riveron)	First lien senior secured revolving loan	142	142
KWOL Acquisition Inc. (dba Worldwide Clinical Trials)	First lien senior secured revolving loan	558	391
Lignetics Investment Corp.	First lien senior secured revolving loan	1,275	245
Litera Bidco LLC	First lien senior secured revolving loan	1,013	1,013
LSI Financing 1 DAC	Preferred Equity	5,915	—
Mario Purchaser, LLC (dba Len the Plumber)	First lien senior secured delayed draw term loan	39	149
Mario Purchaser, LLC (dba Len the Plumber)	First lien senior secured revolving loan	55	39
MHE Intermediate Holdings, LLC (dba OnPoint Group)	First lien senior secured revolving loan	1,786	1,786
Milan Laser Holdings LLC	First lien senior secured revolving loan	2,837	2,837
MINDBODY, Inc.	First lien senior secured revolving loan	1,071	1,071
Ministry Brands Holdings, LLC	First lien senior secured revolving loan	61	32
Monotype Imaging Holdings Inc.	First lien senior secured delayed draw term loan	1,602	—
Monotype Imaging Holdings Inc.	First lien senior secured revolving loan	2,402	—
National Dentex Labs LLC (fka Barracuda Dental LLC)	First lien senior secured revolving loan	34	429
Natural Partners, LLC	First lien senior secured revolving loan	68	68
NELIPAK EUROPEAN HOLDINGS COÖPERATIEF U.A.	First lien senior secured EUR delayed draw term loan	2,574	—
NELIPAK EUROPEAN HOLDINGS COÖPERATIEF U.A.	First lien senior secured EUR revolving loan	480	—
Nelipak Holding Company	First lien senior secured delayed draw term loan	1,302	—
Nelipak Holding Company	First lien senior secured revolving loan	680	640
Nelipak Holding Company	First lien senior secured EUR revolving loan	—	677
NMI Acquisitionco, Inc. (dba Network Merchants)	First lien senior secured revolving loan	218	218
Norvax, LLC (dba GoHealth)	First lien senior secured revolving loan	1,364	2,727
Notorious Topco, LLC (dba Beauty Industry Group)	First lien senior secured revolving loan	1,408	1,972
OB Hospitalist Group, Inc.	First lien senior secured revolving loan	1,798	1,798

65

Blue Owl Capital Corporation II

Notes to Consolidated Financial Statements (Unaudited) – Continued

Portfolio Company	Investment	March 31, 2024	December 31, 2023
Ocala Bidco, Inc.	First lien senior secured delayed draw term loan	2,392	4,499
Pacific BidCo Inc.	First lien senior secured delayed draw term loan	191	191
Park Place Technologies, LLC	First lien senior secured delayed draw term loan	368	—
Park Place Technologies, LLC	First lien senior secured revolving loan	276	—
Patriot Acquisition TopCo S.A.R.L (dba Corza Health, Inc.)	First lien senior secured revolving loan	2,654	2,086
PDI TA Holdings, Inc.	First lien senior secured delayed draw term loan	1,363	—
PDI TA Holdings, Inc.	First lien senior secured revolving loan	410	—
Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services)	First lien senior secured revolving loan	1,035	1,035
PetVet Care Centers, LLC	First lien senior secured delayed draw term loan	1,993	1,993
PetVet Care Centers, LLC	First lien senior secured revolving loan	2,092	2,092
Plasma Buyer LLC (dba PathGroup)	First lien senior secured delayed draw term loan	20	176
Plasma Buyer LLC (dba PathGroup)	First lien senior secured revolving loan	30	50
Pluralsight, LLC	First lien senior secured revolving loan	—	289
Premise Health Holding Corp.	First lien senior secured revolving loan	938	—
Project Power Buyer, LLC (dba PEC-Veriforce)	First lien senior secured revolving loan	563	563
QAD, Inc.	First lien senior secured revolving loan	571	571
Quva Pharma, Inc.	First lien senior secured revolving loan	945	1,182
Relativity ODA LLC	First lien senior secured revolving loan	1,480	1,480
Sara Lee Frozen Bakery, LLC (fka KSLB Holdings, LLC)	First lien senior secured revolving loan	431	653
Securonix, Inc.	First lien senior secured revolving loan	153	153
Sensor Technology Topco, Inc. (dba Humanetics)	First lien senior secured revolving loan	406	428
SimpliSafe Holding Corporation	First lien senior secured delayed draw term loan	75	75
Smarsh Inc.	First lien senior secured delayed draw term loan	95	95
Smarsh Inc.	First lien senior secured revolving loan	5	8
Sonny's Enterprises, LLC	First lien senior secured delayed draw term loan	373	573
Sonny's Enterprises, LLC	First lien senior secured revolving loan	2,630	2,630
Swipe Acquisition Corporation (dba PLI)	First lien senior secured delayed draw term loan	428	772
Swipe Acquisition Corporation (dba PLI)	Letter of Credit	882	882
SWK BUYER, Inc. (dba Stonewall Kitchen)	First lien senior secured revolving loan	70	70
Tamarack Intermediate, L.L.C. (dba Verisk 3E)	First lien senior secured delayed draw term loan	50	50
Tamarack Intermediate, L.L.C. (dba Verisk 3E)	First lien senior secured revolving loan	112	112
Tempo Buyer Corp. (dba Global Claims Services)	First lien senior secured revolving loan	58	67
The Better Being Co., LLC (fka Nutraceutical International Corporation)	First lien senior secured revolving loan	1,647	941
The Shade Store, LLC	First lien senior secured revolving loan	159	82
THG Acquisition, LLC (dba Hilb)	First lien senior secured revolving loan	1,206	1,455

66

Blue Owl Capital Corporation II

Notes to Consolidated Financial Statements (Unaudited) – Continued

Portfolio Company	Investment	March 31, 2024		December 31, 2023
Thunder Purchaser, Inc. (dba Vector Solutions)	First lien senior secured revolving loan	364		481
Troon Golf, L.L.C.	First lien senior secured revolving loan	4,685		4,685
Ultimate Baked Goods Midco, LLC	First lien senior secured revolving loan	2,000		2,000
Unified Women's Healthcare, LP	First lien senior secured delayed draw term loan	3,333		6,000
Unified Women's Healthcare, LP	First lien senior secured delayed draw term loan	4,536		—
Unified Women's Healthcare, LP	First lien senior secured revolving loan	88		88
USRP Holdings, Inc. (dba U.S. Retirement and Benefits Partners)	First lien senior secured revolving loan	183		183
Valence Surface Technologies LLC	First lien senior secured revolving loan	12		12
Velocity HoldCo III Inc. (dba VelocityEHS)	First lien senior secured revolving loan	322		322
Walker Edison Furniture Company LLC	First lien senior secured delayed draw term loan	815		1,405
When I Work, Inc.	First lien senior secured revolving loan	143		143
WU Holdco, Inc. (dba Weiman Products, LLC)	First lien senior secured revolving loan	845		1,620
XRL 1 LLC (dba XOMA)	First lien senior secured delayed draw term loan	150		150
Total Unfunded Portfolio Company Commitments		$	165,066	$	137,815

As of March 31, 2024, the Company believed they had adequate financial resources to satisfy the unfunded portfolio company commitments.

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 March 31, 2024, management was not aware of any material pending or threatened litigation that would require accounting recognition or financial statement disclosure.

Note 8. Net Assets

Share Issuances

The Company currently has the authority to issue 450,000,000 common shares at $0.01 per share par value. Prior to its continuous public offering, the Company issued 100 shares of common stock to the Adviser and 277,788 shares of its common stock to certain individuals and entities affiliated with the Adviser in a private placement. The Company issued 151,364,239 shares of common stock in its continuous public offering prior to its termination on April 30, 2021.

The table below summarizes transactions with respect to shares of the Company’s common stock during the following periods:

	For the Three Months Ended
	March 31, 2024			March 31, 2023
($ in thousands, except share amounts)	Shares	Amount		Shares	Amount
Reinvestment of distributions	1,496,447	$	13,487	1,263,143	$	11,229
Repurchased Shares	(6,715,753)	(60,509)		(2,595,339)	(23,098)
Total shares/gross proceeds	(5,219,306)	$	(47,022)	(1,332,196)	$	(11,869)

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, the Company’s Board reduced the offering price in order to establish a new net offering price per share. 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 Company determined not to file additional post-effective amendments to its registration statement and terminated its offering as of April 30, 2021.

67

Blue Owl Capital Corporation II

Notes to Consolidated Financial Statements (Unaudited) – Continued

During the years ending December 31, 2022, 2023 and three months ended March 31, 2024, shares issued pursuant to the dividend reinvestment plan were issued as follows:

Date of Issuance	Record Date	Number of Shares	Purchase Price per Share
January 26, 2022	January 25, 2022	389,571	$	8.98
February 23, 2022	February 22, 2022	390,759	$	8.98
March 30, 2022	March 29, 2022	391,196	$	8.88
April 27, 2022	April 26, 2022	392,301	$	8.88
May 25, 2022	May 24, 2022	393,757	$	8.87
June 29, 2022	June 28, 2022	395,352	$	8.69
July 27, 2022	July 26, 2022	398,628	$	8.66
August 31, 2022	August 30, 2022	396,093	$	8.74
September 28, 2022	September 27, 2022	390,703	$	8.77
October 26, 2022	October 25, 2022	391,492	$	8.77
November 15, 2022	September 20, 2022	58,594	$	8.77
November 30, 2022	November 29, 2022	390,290	$	8.76
December 28, 2022	December 27, 2022	380,728	$	8.86
February 1, 2023	January 31, 2023	379,272	$	8.89
February 2, 2023	December 31, 2022	126,215	$	8.89
March 1, 2023	February 28, 2023	380,932	$	8.88
March 29, 2023	March 28, 2023	376,723	$	8.90
April 26, 2023	April 25, 2023	377,165	$	8.90
April 28, 2023	March 31, 2023	125,586	$	8.90
May 31, 2023	May 30, 2023	380,161	$	8.88
June 28, 2023	June 27, 2023	366,863	$	8.96
July 26, 2023	July 25, 2023	365,479	$	8.97
July 31, 2023	June 30, 2023	121,887	$	8.97
August 30, 2023	August 29, 2023	366,982	$	8.99
September 27, 2023	September 26, 2023	355,431	$	9.08
November 1, 2023	October 31, 2023	428,157	$	9.02
November 13, 2023	September 30, 2023	356,503	$	9.00
November 29, 2023	November 28, 2023	432,272	$	9.04
December 27, 2023	December 26, 2023	427,597	$	9.03
January 30, 2024	December 31, 2023	213,228	$	9.03
January 31, 2024	January 30, 2024	431,463	$	9.01
February 28, 2024	February 27, 2024	431,753	$	9.01
March 27, 2024	March 26, 2024	420,004	$	9.01

68

Blue Owl Capital Corporation II

Notes to Consolidated Financial Statements (Unaudited) – Continued

Distributions

The Board has authorized and declared weekly distribution amounts per share of common stock through June 30, 2021, and monthly and/or quarterly distribution amounts per share of common stock in each case thereafter, payable monthly and/or quarterly in arrears. The following table presents cash distributions per share that were declared during the three months ended March 31, 2024:

	For the Three Months Ended March 31, 2024
Declaration Date	Record Date	Payment Date	Dividend	Distribution Per Share		Distribution Amount
($ in thousands, except per share amounts)
December 21, 2023	January 30, 2024	January 31, 2024	Monthly	$	0.060000	$	8,433
December 21, 2023	February 27, 2024	February 28, 2024	Monthly	0.060000		8,459
December 21, 2023	March 26, 2024	March 27, 2024	Monthly	0.060000		8,485
February 21, 2024	March 31, 2024	May 15, 2024	Quarterly	0.030000		4,054
			Total	$	0.210000	$	29,431

The following table presents cash distributions per share that were declared during the three months ended March 31, 2023:

	For the Three Months Ended March 31, 2023
Declaration Date	Record Date	Payment Date	Dividend	Distribution Per Share		Distribution Amount
($ in thousands, except per share amounts)
November 1, 2022	January 31, 2023	February 1, 2023	Monthly	$	0.050180	$	7,352
November 1, 2022	February 28, 2023	March 1, 2023	Monthly	0.050180		7,377
November 1, 2022	March 28, 2023	March 29, 2023	Monthly	0.050180		7,396
February 21, 2023	March 31, 2023	April 28, 2023	Quarterly	0.016731		2,429
			Total	$	0.167271	$	24,554

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 November 7, 2023, the termination date of the Expense Support Agreement by the Adviser, a portion of the Company’s distributions resulted from expense support from the Adviser, 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.

69

Blue Owl 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 tables below 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 following periods:

	Three Months Ended March 31, 2024
Source of Distribution	Per Share		Amount		Percentage
($ in thousands, except per share amounts)
Net investment income	$	0.21	$	29,706	100.9	%
Net realized gain on investments	—		—		—
Distributions in excess of (undistributed) net investment income and realized gains (1)	—		(275)		(0.9)
Total	$	0.21	$	29,431	100.0	%

______________

(1)The per share amounts round to less than $0.01 per share.

	Three Months Ended March 31, 2023
Source of Distribution	Per Share		Amount		Percentage
($ in thousands, except per share amounts)
Net investment income	$	0.18	$	26,888	109.5	%
Net realized gain (loss) on investments	—		—		—
Distributions in excess of (undistributed) net investment income and realized gains	(0.01)		(2,334)		(9.5)
Total	$	0.17	$	24,554	100.0	%

Share Repurchases

In the third quarter of 2017, the Company began offering, and on a quarterly basis, intends 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 the Company 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.

70

Blue Owl Capital Corporation II

Notes to Consolidated Financial Statements (Unaudited) – Continued

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 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
August 30, 2021	September 27, 2021	$	11,911,588	$	9.00	1,323,510
November 29, 2021	December 27, 2021	$	11,859,682	$	9.00	1,317,742
March 1, 2022	March 28, 2022	$	15,362,486	$	8.88	1,730,010
May 27, 2022	June 27, 2022	$	25,733,988	$	8.69	2,961,334
August 29, 2022	September 26, 2022	$	23,067,664	$	8.77	2,630,292
November 28, 2022	December 23, 2022	$	20,458,302	$	8.86	2,309,063
February 28, 2023	March 27, 2023	$	23,098,513	$	8.90	2,595,339
May 26, 2023	June 26, 2023	$	36,020,345	$	8.96	4,020,194
August 28, 2023	September 25, 2023	$	28,143,907	$	9.08	3,099,549
November 27, 2023	December 22, 2023	$	16,396,554	$	9.03	1,815,787
February 27, 2024	March 25, 2024	$	60,508,935	$	9.01	6,715,753

Note 9. Earnings Per Share

The table below sets forth the computation of basic and diluted earnings per common share for the following periods:

	Three Months Ended March 31,
($ in thousands, except per share amounts)	2024		2023
Increase (decrease) in net assets resulting from operations	$	27,865	$	31,335
Weighted average shares of common stock outstanding—basic and diluted	140,586,790		146,892,513
Earnings per common share-basic and diluted	$	0.20	$	0.21

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 months ended March 31, 2024, the Company recorded U.S. federal and state corporate-level income tax expense/(benefit) of $0.9 million, including U.S. federal excise tax expense/(benefit) of $26 thousand. For the three months ended March 31, 2023, the Company recorded U.S. federal and state corporate-level income tax expense/(benefit) of $0.9 million, including U.S. federal excise tax expense/(benefit) of $0.3 million.

71

Blue Owl Capital Corporation II

Notes to Consolidated Financial Statements (Unaudited) – Continued

Taxable Subsidiaries

Certain of the Company’s consolidated subsidiaries are subject to U.S. federal and state corporate-level income taxes. For the three months ended March 31, 2024, the Company recorded a net tax expense/(benefit) of approximately $0.8 million for taxable subsidiaries. For the three months ended March 31, 2023, the Company recorded a net tax expense/ (benefit) of approximately $0.6 million for taxable subsidiaries.

The Company recorded net deferred tax liabilities of $9.9 million and $9.1 million as of March 31, 2024 and December 31, 2023 for taxable subsidiaries, respectively, which is significantly related to GAAP to tax outside basis differences in the taxable subsidiaries' investment in certain partnership interests.

Note 11. Financial Highlights

The below are the financial highlights for a common share outstanding during the following periods:

	For the Three Months Ended March 31,
($ in thousands, except share and per share amounts)	2024				2023
Per share data:
Net asset value, at beginning of period	$	9.00			$	8.85
Results of operations:
Net investment income(1)	0.21				0.18
Net realized and unrealized gain (loss)(4)	(0.01)				0.03
Net increase (decrease) in net assets resulting from operations	0.20				0.21
Shareholder distributions:
Distributions from net investment income(2)	(0.21)				(0.18)
Distributions from net realized gains(2)	—				—
Undistributed (distributions in excess of) net investment income and net realized gains(2)	—			(8)	0.01
Net increase (decrease) in net assets from shareholders' distributions	(0.21)				(0.17)
Capital share transactions:
Issuance of common stock above net asset value	—				—
Net increase in net assets resulting from capital share transactions	—				—
Net asset value, at end of period	$	8.99			$	8.89
Total Return(5)(6)	2.2		%		2.2		%
Ratios
Ratio of net expenses to average net assets(3)(7)	11.8		%		12.5		%
Ratio of net investment income to average net assets(7)	9.6		%		8.3		%
Portfolio turnover rate	8.5		%		0.8		%
Supplemental Data
Weighted-average shares outstanding	140,586,790				146,892,513
Shares outstanding, end of period	135,122,336				145,173,088
Net assets, end of period	$	1,214,899			$	1,291,173

______________

(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)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 three months ended March 31, 2024 and 2023, the total operating expenses to average net assets were 11.8% and 10.7%, 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.

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Blue Owl Capital Corporation II

Notes to Consolidated Financial Statements (Unaudited) – Continued

(4)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.

(5)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.

(6)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.

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

(8)The per share amounts round to less than $0.01 per share

Note 12. Subsequent Events

On May 7, 2024, the Board declared regular monthly distributions for May 2024 through July 2024. The regular monthly cash distributions, each in the gross amount of $0.06 per share, will be payable monthly to shareholders of record as of the monthly record date.

On May 7, 2024, the Board declared a special distribution of $0.02 per share, payable on or before August 15, 2024 to shareholders of record as of June 30, 2024.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The information contained in this section should be read in conjunction with “ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS”. This discussion contains forward-looking statements, which relate to future events or the future performance or financial condition of Blue Owl Capital Corporation 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, 2023 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 1 of this Quarterly Report on Form 10-Q. Actual results could differ materially from those implied or expressed in any forward-looking statements.

Overview

Blue Owl Capital Corporation 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 Blue Owl Credit Advisors LLC (the “Adviser”, “our Adviser” or “OCA”) 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. We have elected to be treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), and we intend to operate in a manner so as to continue to qualify for the tax treatment applicable to RICs. 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 originates loans to borrowers headquartered in California.

We are managed by our Adviser. Our Adviser is registered with the U.S. Securities and Exchange Commission (“SEC”) as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), an indirect affiliate of Blue Owl Capital Inc. (“Blue Owl”) (NYSE: OWL) and part of Blue Owl’s Credit platform, which focuses on direct lending. Subject to the overall supervision of our Board, 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 origination 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 investment professionals.

In April 2017, we commenced our continuous public offering, commenced operations and made our first portfolio company investment. We terminated our continuous public offering as of April 30, 2021. Prior to the termination of our continuous public offering, we 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 our Adviser.

Our Adviser also serves as investment adviser to Blue Owl Capital Corporation and Blue Owl Credit Income Corp.

Blue Owl consists of three investment platforms: (1) Credit, which focuses on direct lending, (2) GP Strategic Capital, which focuses on providing capital to institutional alternative asset managers and (3) Real Estate, which focuses on triple net lease real estate strategies. Blue Owl’s Credit platform is comprised of Blue Owl Technology Credit Advisors LLC (“OTCA”), Blue Owl Credit Private Fund Advisors LLC (“OPFA”), Blue Owl Technology Credit Advisors II LLC (“OTCA II”) and Blue Owl Diversified Credit Advisors LLC (“ODCA” and together with OTCA, OPFA, OTCA II and the Adviser, the “Blue Owl Credit Advisers”), which also are investment advisers. As of March 31, 2024, the Adviser and its affiliates had $91.3 billion of assets under management across Blue Owl’s Credit platform.

The management of our investment portfolio is the responsibility of the Adviser and the Diversified Lending Investment Committee. We consider these individuals to be our portfolio managers. 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 Blue Owl’s Credit platform’s investment committees. Blue Owl’s Credit platform has four investment committees each of which focuses on a specific investment strategy (Diversified Lending, Technology Lending, First Lien Lending and Opportunistic Lending). Douglas I. Ostrover, Marc S. Lipschultz, Craig W. Packer and Alexis Maged sit on each of Blue Owl’s Credit platform’s investment committees. In addition to Messers. Ostrover, Lipschultz, Packer and Maged, the Diversified Lending Investment Committee is comprised of Jeff Walwyn, Patrick Linnemann, Meenal Mehta and Logan Nicholson. The Investment Team, under the Diversified Lending Investment Committee’s supervision, sources investment opportunities, conducts research, performs due diligence on potential investments, structures our investments and will monitor our portfolio companies on an ongoing basis.

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The Diversified Lending Investment Committee meets regularly to consider our investments, direct our strategic initiatives and supervise the actions taken by the Adviser on our behalf. In addition, the Diversified Lending Investment Committee reviews and determines whether to make prospective investments (including approving parameters or guidelines pursuant to which investments in broadly syndicated loans may be bought and sold), structures financings and monitors the performance of the investment portfolio. Each investment opportunity requires the approval of a majority of the Diversified Lending Investment Committee. Follow-on investments in existing portfolio companies may require the Diversified Lending Investment Committee's approval beyond that obtained when the initial investment in the portfolio company was made. In addition, temporary investments, such as those in cash equivalents, U.S. government securities and other high quality debt investments that mature in one year or less, may require approval by the Diversified Lending Investment Committee. The compensation packages of certain Diversified Lending Investment Committee members from the Adviser include various combinations of discretionary bonuses and variable incentive compensation based primarily on performance for services provided and may include shares of Blue Owl.

We may be prohibited under the Investment Company Act of 1940, as amended (the “1940 Act”) from participating in certain transactions with our affiliates without the prior approval of our directors who are not interested persons and, in some cases, the prior approval of the SEC. We, our Adviser and certain affiliates, have been granted an order for exemptive relief (as amended, the “Order”) 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 the Order, we generally are permitted to co-invest with certain of our affiliates if a “required majority” (as defined in Section 57(o) of the 1940 Act of our independent directors make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the transactions, including the consideration to be paid, are reasonable and fair to us and our shareholders and do not involve overreaching by us or our shareholders on the part of any person concerned, (2) the transaction is consistent with the interests of our shareholders and is consistent with our investment objective and strategies, (3) the investment by our affiliates would not disadvantage us, and our participation would not be on a basis different from or less advantageous than that on which our affiliates are investing and (4) the proposed investment by us would not benefit our Adviser or its affiliates or any affiliated person of any of them (other than the parties to the transaction), except to the extent permitted by the Order and applicable law, including the limitations set forth in Section 57(k) of the 1940 Act.

In addition, the Order permits us to continue to co-invest in our existing portfolio companies with certain affiliates that are private funds if such private funds did not have an investment in such existing portfolio company. The Blue Owl Credit Advisers’ investment allocation policy seeks to ensure equitable allocation of investment opportunities over time between us and other funds managed by our Adviser or its affiliates. As a result of the Order, there could be significant overlap in our investment portfolio and the investment portfolio of the BDCs, private funds and separately managed accounts managed by the Blue Owl Credit Advisers (collectively, the “Blue Owl Credit Clients”) and/or other funds managed by the Adviser or its affiliates that could avail themselves of the Order and that have an investment objective similar to ours.

From 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 RIC for tax purposes under the Code. As a result, we are required to comply with various statutory and regulatory requirements, such as:

•the requirement to invest at least 70% of our assets in “qualifying assets”, as such term is defined in the 1940 Act;

•source of income limitations;

•asset diversification requirements; and

•the requirement to distribute (or be treated as distributing) in each taxable year at least the sum of 90% of our investment company taxable income and tax-exempt interest for that taxable year.

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 March 31, 2024, our Adviser and its affiliates have originated $99.6 billion aggregate principal amount of investments, of which $95.8 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 participate in transactions sponsored by what we believe to be high-quality private equity and venture capital firms capable of providing both operational and financial resources. We seek to generate current income primarily in U.S. middle-market companies, both sponsored and non-sponsored, through direct originations of senior secured loans or originations of unsecured loans, subordinated loans or mezzanine loans, broadly syndicated loans and, to a lesser extent, investments in equity and equity-related securities including warrants, preferred stock and similar forms of senior equity. Except for our specialty financing company investments, our equity investments are typically not control-oriented investments and we may structure such equity investments to include provisions protecting our rights as a minority-interest holder.

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We define “middle-market companies” generally to mean companies with earnings before interest expense, income tax expense, depreciation and amortization, or “EBITDA,” between $10 million and $250 million annually and/or annual revenue of $50 million to $2.5 billion at the time of investment, although we may on occasion invest in smaller or larger companies if an opportunity presents itself. We generally seek to invest in upper middle-market companies with a loan-to-value ratio 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, including publicly traded debt instruments, which we may hold directly or through special purpose vehicles. In addition, we may invest a portion of our portfolio in opportunistic investments and broadly syndicated loans, which will not be our primary focus, but will be intended to enhance returns to our shareholders and from time to time, we may evaluate and enter into strategic portfolio transactions which may result in additional portfolio companies which we are considered to control. These investments may include high-yield bonds and broadly-syndicated loans, including publicly traded debt instruments, which are typically originated and structured by banks on behalf of large corporate borrowers with employee counts, revenues, EBITDAs and enterprise values larger than those of middle-market companies, and equity investments in portfolio companies that make senior secured loans or invest in broadly syndicated loans or structured products, such as life settlements and royalty interests. Our portfolio composition may fluctuate from time to time based on market conditions and interest rates; 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.

We target portfolio companies where we can structure larger transactions. As of March 31, 2024, our average investment size in each of our portfolio companies was approximately $11.9 million based on fair value. As of March 31, 2024, excluding certain investments that fall outside our typical borrower profile, our portfolio companies representing 89.3% of our total debt portfolio based on fair value, had weighted average annual revenue of $814 million, weighted average annual EBITDA of $175 million, an average interest coverage of 1.6x and an average net loan-to value of 44%.

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 March 31, 2024, 98.0% 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.

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Our investment portfolio consists primarily of floating rate loans, and our credit facilities bear interest at floating rates. Macro trends in base interest rates like the Secured Overnight Financing Rate (“SOFR”) and any alternative reference rates may affect our net investment income over the long term. However, because we generally originate loans to a small number of portfolio companies each quarter, and those investments vary in size, our results in any given period, including the interest rate on investments that were sold or repaid in a period compared to the interest rate of new investments made during that period, often are idiosyncratic, and reflect the characteristics of the particular portfolio companies that we invested in or exited during the period and not necessarily any trends in our business or macro trends. Generally, because our portfolio consists primarily of floating rate loans, we expect our earnings to benefit from a prolonged higher rate environment.

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

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•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

On February 6, 2017, we entered into an Expense Support and Conditional Reimbursement Agreement (the “Expense Support Agreement”) with the Adviser, the purpose of which was 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 and was terminated on November 7, 2023.

Pursuant to the Expense Support Agreement, prior to its termination on November 7, 2023, on a quarterly basis, the Adviser reimbursed 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” was defined as 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).

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”.

Prior to the termination of the Expense Support Agreement, the amount of Expense Support Payments provided by the Adviser since inception was $32.8 million.

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.

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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 borrowings 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.

Limited Availability of Capital for Middle-Market Companies. The middle-market is a large addressable market. According to GE Capital’s National Center for the Middle Market Year-End 2023 Middle Market Indicator, there are approximately 200,000 U.S. middle-market companies, which have approximately 48 million aggregate employees. Moreover, the U.S. middle-market accounts for one-third of private sector gross domestic product (“GDP”). GE defines U.S. middle-market companies as those between $10 million and $1 billion in annual revenue, which we believe has significant overlap with our definition of U.S. middle-market companies. We believe U.S. middle-market companies will continue to require access to debt capital to refinance existing debt, support growth and finance acquisitions. We believe that regulatory and structural factors, industry consolidation and general risk aversion, limit the amount of traditional financing available to U.S. middle-market companies. We believe that many commercial and investment banks have, 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. Access to underwritten bond and syndicated loan markets is challenging for middle-market companies due to loan issue size and liquidity. For example, high yield bonds are generally purchased by institutional investors, such as mutual funds and exchange traded funds (“ETFs”) who, among other things, are focused on the liquidity characteristics of the bond being issued in order to fund investor redemptions and/or comply with regulatory requirements. Accordingly, the existence of an active secondary market for bonds is an important consideration in these entities’ initial investment decision.

Syndicated loans arranged through a bank are done either on a “best efforts” basis or are underwritten with terms plus provisions that permit the underwriters to change certain terms, including pricing, structure, yield and tenor, otherwise known as “flex”, to successfully syndicate the loan, in the event the terms initially marketed are insufficiently attractive to investors. Furthermore, banks are generally reluctant to underwrite middle-market loans because the arrangement fees they may earn on the placement of the debt generally are not sufficient to meet the banks’ return hurdles. Loans provided by companies such as ours provide certainty to issuers in that we have a more stable capital base and have the ability to invest in illiquid assets, and we can commit to a given amount of debt on specific terms, at stated coupons and with agreed upon fees. As we are the ultimate holder of the loans, we do not require market “flex” or other arrangements that banks may require when acting on an agency basis. In addition, our Adviser has teams focused on both liquid credit and private credit and these teams are able to collaborate with respect to syndicated loans.

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Secular Trends Supporting Growth for Private Credit. We believe that periods of market volatility, such as the current period of market volatility caused, in part, by elevated inflation and interest rates, and current geopolitical conditions, have accentuated the advantages of private credit. The availability of capital in the liquid credit market is highly sensitive to market conditions whereas we believe private lending has proven to be a stable and reliable source of capital through periods of volatility. We believe the opportunity set for private credit will continue to expand even after the public markets reopen to normal levels. Financial sponsors and companies today are familiar with direct lending and have seen firsthand the strong value proposition that a private solution can offer. Scale, certainty of execution and flexibility all provide borrowers with a compelling alternative to the syndicated and high yield markets. Based on our experience, there is an emerging trend where higher quality credits that have traditionally been issuers in the syndicated and high yield markets are increasingly seeking private solutions independent of credit market conditions. In our view, this is supported by financial sponsors wanting to work with collaborative financing partners that have scale and breadth of capabilities. We believe the large amount of uninvested capital held by funds of private equity firms broadly, estimated by Preqin Ltd., an alternative assets industry data and research company, to be $2.7 trillion as of December 31, 2023, will continue to drive deal activity. We expect that private equity sponsors will continue to pursue acquisitions and leverage their equity investments with secured loans provided by companies such as us.

Attractive Investment Dynamics. An imbalance between the supply of, and demand for, middle-market debt capital creates attractive pricing dynamics. We believe the directly negotiated nature of middle-market financings also generally provides more favorable terms to the lender, including stronger covenant and reporting packages, better call protection, and lender-protective change of control provisions. Additionally, we believe BDC managers’ expertise in credit selection and ability to manage through credit cycles has generally resulted in BDCs experiencing lower loss rates than U.S. commercial banks through credit cycles. Further, we believe that historical middle-market default rates have been lower, and recovery rates have been higher, as compared to the larger market capitalization, broadly distributed market, leading to lower cumulative losses. Lastly, we believe that in the current environment, lenders with available capital may be able to take advantage of attractive investment opportunities and may be able to achieve improved economic spreads and documentation terms.

Conservative Capital Structures. Following the global credit crisis, which we define broadly as occurring between mid-2007 and mid-2009, lenders have generally required borrowers to maintain more equity as a percentage of their total capitalization, specifically to protect lenders during economic downturns. With more conservative capital structures, U.S. middle-market companies have exhibited higher levels of cash flows available to service their debt. In addition, U.S. middle-market companies often are characterized by simpler capital structures than larger borrowers, which facilitates a streamlined underwriting process and, when necessary, restructuring process.

Attractive Opportunities in Investments in Loans. We invest in senior secured or unsecured loans, subordinated loans or mezzanine loans and, to a lesser extent, equity and equity-related securities. We believe that opportunities in senior secured loans are significant because of the floating rate structure of most senior secured debt issuances and because of the strong defensive characteristics of these types of investments. We believe that debt issues with floating interest rates offer a superior return profile as compared with fixed-rate investments, since floating rate structures are generally less susceptible to declines in value experienced by fixed-rate securities in a rising interest rate environment. Senior secured debt also provides strong defensive characteristics. Senior secured debt has priority in payment among an issuer’s security holders whereby holders are due to receive payment before junior creditors and equity holders. Further, these investments are secured by the issuer’s assets, which may provide protection in the event of a default.

Portfolio and Investment Activity

As of March 31, 2024, based on fair value, our portfolio consisted of 76.4% first lien senior secured debt investments (of which 61% we consider to be unitranche debt investments (including “last-out” portions of such loans)), 13.3% second-lien senior secured debt investments, 1.8% unsecured investments, 3.5% preferred equity investments and 5.0% common equity investments.

As of March 31, 2024, our weighted average total yield of the portfolio at fair value and amortized cost was 12.1% and 12.2%, respectively, and our weighted average yield of accruing debt and income producing securities at fair value and amortized cost was 12.4% and 12.4%, respectively.

As of March 31, 2024, we had investments in 167 portfolio companies with an aggregate fair value of $2.0 billion. As of March 31, 2024, we had net leverage of 0.63x debt-to-equity.

We generally expect our originations to match the pace of repayments over each quarter. The current lending environment has seen an increase in public market activity and merger and acquisition activity is currently limited. We expect origination activity to increase in the future because of the amount of undeployed capital private equity firms have available and as there is further clarity on the interest rate environment.

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The credit quality of our portfolio has been consistent. We continue to focus on investing in industries we view as recession resistant and that we are familiar with, including service-oriented sectors such as software and healthcare, all of which serve diversified and durable end markets. Blue Owl serves as the administrative agent on many of our investments and the majority of our investments are supported by sophisticated financial sponsors who provide operational and financial resources. Our borrowers have a weighted average EBITDA of $175 million and we believe this scale contributes to the durability of our borrowers and their ability to adapt to different economic environments. Our second lien borrowers are even larger, with an average enterprise value approximately

two times that of our first lien investments. In addition, Blue Owl continues to invest in transactions in excess of $1 billion in size, which gives us the ability to structure the terms and spreads of such deals to include wider spreads, lower loan to values, extended call protection, attractive leverage profiles and credit protection. We are continuing to monitor the effect that a continued elevated interest rate environment may have on our portfolio companies and our investment activities.

Many of the companies in which we invest are continuing to see modest growth in both revenues and EBITDA. However, in the event of further geopolitical, economic and financial market instability, in the U.S. and elsewhere, or in the event of continued high interest rates, it is possible that the results of some of the middle-market companies similar to those in which we invest could be challenged. While we are not seeing signs of an overall, broad deterioration in our results or those of our portfolio companies at this time, there can be no assurance that the performance of certain of our portfolio companies will not be negatively impacted by economic conditions, which could have a negative impact on our future results.

We have also continued to invest in specialty financing portfolio companies, including AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC and AAM Series 2.1 Aviation Feeder, LLC (collectively, “Amergin AssetCo”), Amergin Asset Management LLC, Fifth Season Investments LLC (“Fifth Season”) and LSI Financing 1 DAC (“LSI Financing”). In the future we may invest through additional specialty finance portfolio companies, joint ventures, partnerships or other special purpose vehicles. These companies may use our capital to support acquisitions which could lead to increased dividend income across well-diversified underlying portfolios. See “Specialty Financing Portfolio Companies.”

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Our investment activity for the following periods is presented below (information presented herein is at par value unless otherwise indicated).

	For the Three Months Ended March 31,
($ in thousands)	2024				2023
New investment commitments
Gross originations	$	200,940			$	2,879
Less: Sell downs	(2,250)				—
Total new investment commitments	$	198,690			$	2,879
Principal amount of investments funded:
First-lien senior secured debt investments	$	153,477			$	1,854
Second-lien senior secured debt investments	—				—
Unsecured debt investments	—				—
Preferred equity investments	—				—
Common equity investments	921				70
Total principal amount of investments funded	$	154,398			$	1,924
Principal amount of investments sold or repaid:
First-lien senior secured debt investments	$	(36,596)			$	(28,680)
Second-lien senior secured debt investments	(175,855)				(8,000)
Unsecured debt investments	(4,296)				(39)
Preferred equity investments	(19)				—
Common equity investments	—				—
Total principal amount of investments sold or repaid	$	(216,766)			$	(36,719)
Number of new investment commitments in new portfolio companies(1)	20				—
Average new investment commitment amount in new portfolio companies	$	8,666			$	—
Weighted average term for new investment commitments (in years)	6.0				4.1
Percentage of new debt investment commitments at    floating rates	99.6		%		100.0		%
Percentage of new debt investment commitments at    fixed rates	0.4		%		—		%
Weighted average interest rate of new investment commitments	10.8		%	(2)	11.4		%	(2)
Weighted average spread over applicable base rate of new debt investment commitments at floating rates	5.5		%		6.5		%

______________

(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 SOFR, which was 5.33% and 4.91% as of March 31, 2024 and 2023, respectively.

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The table below presents investments at fair value and amortized cost as of the following periods:

	March 31, 2024				December 31, 2023
($ in thousands)	Amortized Cost		Fair Value		Amortized Cost		Fair Value
First-lien senior secured debt investments(1)(2)	$	1,528,771	$	1,520,761	$	1,408,127	$	1,400,246
Second-lien senior secured debt investments	280,993		263,922		455,907		440,071
Unsecured debt investments	37,701		35,960		40,619		38,895
Preferred equity investments(3)	69,480		69,698		67,709		67,941
Common equity investments(4)	65,367		99,957		64,338		98,711
Total Investments	$	1,982,312	$	1,990,298	$	2,036,700	$	2,045,864

______________

(1)Includes investment in Amergin AssetCo.

(2)61% and 66% of which we consider unitranche loans as of March 31, 2024 and December 31, 2023, respectively.

(3)Includes investments in LSI Financing. See “– Specialty Finance Portfolio Companies” for more information regarding LSI Financing.

(4)Includes investments in Amergin AssetCo and Fifth Season. See “– Specialty Finance Portfolio Companies” for more information regarding Amergin AssetCo and Fifth Season.

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The table below describes investments by industry composition based on fair value as of the following periods:

	March 31, 2024		December 31, 2023
Advertising and media	2.7	%	1.0	%
Aerospace and defense	4.4		4.1
Asset Based Lending and Fund Finance(1)	2.1		2.2
Automotive Services	2.0		2.0
Buildings and real estate	3.2		3.0
Business services	2.4		3.5
Chemicals	2.8		2.6
Consumer products	5.4		5.3
Containers and packaging	1.7		1.7
Distribution	2.9		2.6
Education	0.9		1.0
Energy equipment and services	0.5		—
Financial services	1.3		1.4
Food and beverage	7.0		8.4
Healthcare equipment and services	2.4		4.5
Healthcare providers and services	6.1		7.1
Healthcare technology	7.1		6.8
Household products	2.4		2.5
Human resource support services	1.6		1.5
Infrastructure and environmental services	0.9		0.5
Insurance(3)	8.9		8.5
Internet software and services	11.9		11.5
Leisure and entertainment	3.0		2.9
Manufacturing	7.7		7.5
Oil and gas	0.4		0.4
Pharmaceuticals(2)	0.3		0.0		(4)
Professional services	2.8		2.4
Specialty retail	3.3		3.4
Telecommunications	0.5		0.4
Transportation	1.4		1.3
Total	100.0	%	100.0	%

______________

(1)Includes investments in Amergin AssetCo. See “– Specialty Finance Portfolio Companies” for more information regarding Amergin AssetCo.

(2)Includes investment in LSI Financing. See “– Specialty Finance Portfolio Companies” for more information regarding LSI Financing.

(3)Includes investments in Fifth Season. See “– Specialty Finance Portfolio Companies” for more information regarding Fifth Season.

(4)Rounds to less than 0.1.

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The table below describes investments by geographic composition based on fair value as of the following periods:

	March 31, 2024		December 31, 2023
United States:
Midwest	18.2	%	18.7	%
Northeast	16.2		16.5
South	32.0		31.3
West	25.1		25.3
International	8.5		8.2
Total	100.0	%	100.0	%

The table below presents the weighted average yields and interest rates of our investments at fair value as of the following periods:

	March 31, 2024		December 31, 2023
Weighted average total yield of portfolio(1)	12.1	%	12.4	%
Weighted average total yield of accruing debt and income producing securities(1)	12.4	%	12.7	%
Weighted average interest rate of accruing debt securities	11.9	%	12.1	%
Weighted average spread over base rate of all accruing floating rate investments	6.5	%	6.7	%

______________

(1)For non-stated rate income producing investments, computed based on (a) the dividend or interest income earned for the respective trailing twelve months ended on the measurement date, divided by (b) the ending fair value. In instances where historical dividend or interest income data is not available or not representative for the trailing twelve months ended, the interest or dividend income is annualized.

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.

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As part of the monitoring process, our Adviser employs an investment rating system to categorize our investments. In addition to various risk management and monitoring tools, our Adviser rates the credit risk of all investments on a scale of 1 to 5. This system is intended primarily to reflect the underlying risk of a portfolio investment relative to our initial cost basis in respect of such portfolio investment (i.e., at the time of origination or acquisition), although it may also take into account the performance of the portfolio company’s business, the collateral coverage of the investment and other relevant factors. The rating system is as follows:

Investment Rating	Description
1	Investments rated 1 involve the least amount of risk to our initial cost basis. The borrower is performing above expectations, and the trends and risk factors for this investment since origination or acquisition are generally favorable;
2	Investments rated 2 involve an acceptable level of risk that is similar to the risk at the time of origination or acquisition. The borrower is generally performing as expected and the risk factors are neutral to favorable. All investments or acquired investments in new portfolio companies are initially assessed a rating of 2;
3	Investments rated 3 involve a borrower performing below expectations and indicates that the loan’s risk has increased somewhat since origination or acquisition;
4	Investments rated 4 involve a borrower performing materially below expectations and indicates that the loan’s risk has increased materially since origination or acquisition. In addition to the borrower being generally out of compliance with debt covenants, loan payments may be past due (but generally not more than 120 days past due); and
5	Investments rated 5 involve a borrower performing substantially below expectations and indicates that the loan’s risk has increased substantially since origination or acquisition. Most or all of the debt covenants are out of compliance and payments are substantially delinquent. Loans rated 5 are not anticipated to be repaid in full and we will reduce the fair market value of the loan to the amount we anticipate will be recovered.

Our Adviser rates the investments in our portfolio at least quarterly and it is possible that the rating of a portfolio investment may be reduced or increased over time. For investments rated 3, 4 or 5, our Adviser enhances its level of scrutiny over the monitoring of such portfolio company.

The Adviser has built out its portfolio management team to include workout experts who closely monitor our portfolio companies and who, on at least a quarterly basis, assess each portfolio company’s operational and liquidity exposure and outlook to understand and mitigate risks; and, on at least a monthly basis, evaluates existing and newly identified situations where operating results are deviating from expectations. As part of its monitoring process, the Adviser focuses on projected liquidity needs and where warranted, re-underwriting credits and evaluating downside and liquidation scenarios.

The Adviser focuses on downside protection by leveraging existing rights available under our credit documents; however, for investments that are significantly underperforming or which may need to be restructured, the Adviser’s workout team partners with the investment team and all material amendments, waivers and restructurings require the approval of a majority of the Diversified Lending Investment Committee.

The table below shows the composition of our portfolio on the 1 to 5 rating scale as of the following periods:

	March 31, 2024				December 31, 2023
Investment Rating	Investments at Fair Value		Percentage of Total Portfolio		Investments at Fair Value		Percentage of Total Portfolio
($ in thousands)
1	$	282,243	14.2	%	$	327,357	16.0	%
2	1,456,180		73.1		1,478,186		72.3
3	215,033		10.8		218,914		10.7
4	27,607		1.4		12,310		0.6
5	9,235		0.5		9,097		0.4
Total	$	1,990,298	100.0	%	$	2,045,864	100.0	%

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The table below shows the amortized cost of our performing and non-accrual debt investments as of the following periods:

	March 31, 2024				December 31, 2023
($ in thousands)	Amortized Cost		Percentage		Amortized Cost		Percentage
Performing	$	1,817,634	98.4	%	$	1,892,893	99.4	%
Non-accrual	29,832		1.6		11,761		0.6
Total	$	1,847,466	100.0	%	$	1,904,654	100.0	%

Loans are generally placed on non-accrual status when there is reasonable doubt that principal or interest will be collected in full. Accrued interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability. Non-accrual loans are restored to accrual status when past due principal and interest is paid current and, in management’s judgment, are likely to remain current. Management may make exceptions to this treatment and determine to not place a loan on non-accrual status if the loan has sufficient collateral value and is in the process of collection.

Specialty Finance Portfolio Companies

Amergin

Amergin AssetCo was created to invest in a leasing platform focused on railcar, aviation and other long-lived transportation assets. Amergin acquires existing on-lease portfolios of new and end-of-life railcars and related equipment and selectively purchases off-lease assets and is building a commercial aircraft portfolio through aircraft financing and engine acquisition on a sale and lease back basis. Amergin consists of Amergin AssetCo and Amergin Asset Management LLC, which has entered into a Servicing Agreement with Amergin AssetCo. We made an initial equity commitment to Amergin AssetCo on July 1, 2022. As of March 31, 2024, our commitment to Amergin AssetCo is $8.2 million, of which $3.5 million is equity and $4.7 million is debt. Our investment in Amergin is a co-investment made with our affiliates in accordance with the terms of the exemptive relief that we received from the SEC. We do not consolidate our equity interest in Amergin AssetCo.

Fifth Season Investments LLC

Fifth Season is a portfolio company created to invest in life insurance based assets, including secondary and tertiary life settlement and other life insurance exposures using detailed analytics, internal life expectancy review and sophisticated portfolio management techniques. On July 18, 2022, we made an initial equity commitment to Fifth Season. As of March 31, 2024, our equity investment in Fifth Season was $3.1 million at fair value. Our investment in Fifth Season is a co-investment with our affiliates in accordance with the terms of the exemptive relief that we received from the SEC. We do not consolidate our equity interest in Fifth Season.

LSI Financing 1 DAC (“LSI Financing”)

LSI Financing is a portfolio company formed to acquire contractual rights to revenue pursuant to earnout agreements generally in the life sciences space. On December 14, 2022, we made an initial investment in LSI Financing. As of March 31, 2024, our investment in LSI Financing was $1.0 million at fair value. Our investment in LSI Financing is a co-investment with our affiliates in accordance with the terms of the exemptive relief that we received from the SEC. We do not consolidate our equity interest in LSI Financing.

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Results of Operations

The table below represents the operating results for the following periods:

	For the Three Months Ended March 31,
($ in thousands)	2024		2023
Total Investment Income	$	66,393	$	67,223
Less: Net Operating Expenses	35,825		39,471
Net Investment Income (Loss) Before Taxes	30,568		27,752
Less: Income tax expense (benefit), including excise tax expense (benefit)	862		864
Net Investment Income (Loss) After Taxes	29,706		26,888
Net change in unrealized gain (loss)	(1,206)		12,185
Net realized gain (loss)	(635)		(7,738)
Net Increase (Decrease) in Net Assets Resulting from Operations	$	27,865	$	31,335

Net increase (decrease) in net assets resulting from operations can vary from period to period as a result of various factors, including the level of new investment commitments, expenses, the recognition of realized gains and losses and changes in unrealized appreciation and depreciation on the investment portfolio. For the period ended March 31, 2024, our net asset value per share decreased, primarily driven by loss on the portfolio.

Investment Income

The table below presents the investment income for the following periods:

	For the Three Months Ended March 31,
($ in thousands)	2024		2023
Interest income from investments	$	53,692	$	55,465
Payment-in-kind interest income	6,623		7,041
Dividend income	5,140		4,205
Other income	938		512
Total investment income	$	66,393	$	67,223

For the Three Months Ended March 31, 2024 and 2023

Investment income decreased to $66.4 million for the three months ended March 31, 2024 from $67.2 million for the same period in prior year primarily due to a decrease in interest rates. Included in investment income is dividend income which includes income earned from our non-controlled, affiliated equity investments. Included in interest income are other fees such as prepayment fees and accelerated amortization of upfront fees from unscheduled paydowns, which are non-recurring in nature and increased from $0.2 million to $1.6 million period over period due to an increase in repayments. For the three months ended March 31, 2024 and 2023, PIK income represented 12.4% and 12.5% of investment income, respectively. Other income increased period-over-period due to an increase 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.

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Expenses

The table below presents expenses for the following periods:

	For the Three Months Ended March 31,
($ in thousands)	2024		2023
Interest expense	$	19,362	$	15,934
Management fee	7,698		8,504
Performance based incentive fees	6,299		6,946
Professional fees	1,223		1,268
Directors’ fees	195		195
Other general and administrative	1,048		767
Total operating expenses	$	35,825	$	33,614
Recoupment of expense support	—		5,857
Net operating expenses	$	35,825	$	39,471

For the Three Months Ended March 31, 2024 and 2023

Net operating expenses decreased to $35.8 million for the three months ended March 31, 2024 from $39.5 million for the same period ended March 31, 2023 primarily due to decreases in recoupment of expense support and management fees, partially offset by an increase in interest expense. The increase in interest expense of $3.4 million was driven by rising interest rates resulting in an increase in the weighted average interest rate from 6.1% to 7.9% period over period. The decrease in recoupment of expense support of $5.9 million is due to termination of the Expense Support Agreement on November 7, 2023. The decrease in management fees of $0.8 million is due to a decrease in average gross assets driven by sales and repayments of portfolio investments.

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 following periods, net unrealized gains (losses) were comprised of the following:

	For the Three Months Ended March 31,
($ in thousands)	2024		2023
Net change in unrealized gain on investments	$	11,811	$	20,193
Net change in unrealized loss on investments	(12,999)		(9,135)
Income tax (provision) benefit	1		(94)
Translation of assets and liabilities in foreign currencies	(19)		1,221
Net change in unrealized gain (loss)	$	(1,206)	$	12,185

For the Three Months Ended March 31, 2024 and 2023

For the three months ended March 31, 2024, net depreciation on investments was primarily driven by a decrease in the fair value of our debt investments as compared to December 31, 2023. As of March 31, 2024, the fair value of our debt investments as a percentage of principal was 97.2% as compared to 97.3% as of December 31, 2023. The primary driver of our portfolio’s net unrealized loss for the three months ended March 31, 2024 was due to decreases in the fair value of certain debt investments as further detailed below.

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The ten largest contributors to the change in net unrealized gain (loss) on investments during the three months ended March 31, 2024 consisted of the below:

Portfolio Company ($ in thousands)	Net Change in Unrealized Gain (Loss)
Remaining portfolio companies	$	1,471
Conair Holdings LLC	1,256
Advancion Holdings, LLC (fka Aruba Investments Holdings, LLC)	1,229
Valence Surface Technologies LLC	844
The Better Being Co., LLC (fka Nutraceutical International Corporation)	840
KPCI Holdings, L.P.	827
Walker Edison Furniture Company LLC(1)	(455)
PHM Netherlands Midco B.V. (dba Loparex)	(839)
EOS U.S. Finco LLC	(984)
H-Food Holdings, LLC	(2,460)
Pluralsight, LLC	(2,915)
Net unrealized gain (loss) on investments	$	(1,188)

________________

(1)Portfolio company is a non-controlled, affiliated investment.

For the three months ended March 31, 2023, the net appreciation on investment was primarily driven by a increase in the fair value of our debt investments as compared to December 31, 2022. As of March 31, 2023, the fair value of our debt investments as a percentage of principal was 97.4% as compared to 96.9% as of December 31, 2022. The primary driver of our portfolio’s net unrealized gain for the three months ended March 31, 2023 was due to market conditions and reversals of prior period unrealized losses that were realized in the quarter in connection with the restructuring of certain debt investments.

The ten largest contributors to the change in net unrealized gain (loss) on investments during the three months ended March 31, 2023 consisted of the below:

Portfolio Company ($ in thousands)	Net Change in Unrealized Gain (Loss)
Walker Edison Furniture Company LLC	$	7,860
Muine Gall, LLC	1,190
Conair Holdings LLC	434
Packaging Coordinators Midco, Inc.	365
Windows Entities	355
Aviation Solutions Midco, LLC (dba STS Aviation)	343
Phoenix Newco, Inc. (dba Parexel)	341
Remaining portfolio companies	4,568
The Better Being Co., LLC (fka Nutraceutical International Corporation)	(1,983)
WU Holdco, Inc. (dba Weiman Products, LLC)	(645)
H-Food Holdings, LLC	(515)
Net unrealized gain (loss) on investments	$	12,313

Net Realized Gain (Loss)

The realized gains and losses on fully exited and partially exited portfolio companies during the following periods were comprised of the below:

	For the Three Months Ended March 31,
($ in thousands)	2024		2023
Net realized gain (loss) on investments	$	—	$	(7,752)
Net realized gain (loss) on foreign currency transactions	(635)		14
Net realized gain (loss)	$	(635)	$	(7,738)

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Realized Gross Internal Rate of Return

Since we began investing in 2017 through March 31, 2024, our exited investments have resulted in an aggregate cash flow realized gross internal rate of return to us of over 9.6% (based on total capital invested of $2.1 billion and total proceeds from these exited investments of $2.5 billion).

IRR is a measure of our discounted cash flows (inflows and outflows). Specifically, IRR is the discount rate at which the net present value of all cash flows is equal to zero. That is, IRR is the discount rate at which the present value of total capital invested in each of our investments is equal to the present value of all realized returns from that investment. Our IRR calculations are unaudited.

Capital invested, with respect to an investment, represents the aggregate cost basis allocable to the realized or unrealized portion of the investment, net of any upfront fees paid at closing for the term loan portion of the investment.

Realized returns, with respect to an investment, represents the total cash received with respect to each investment, including all amortization payments, interest, dividends, prepayment fees, upfront fees (except upfront fees paid at closing for the term loan portion of an investment), administrative fees, agent fees, amendment fees, accrued interest, and other fees and proceeds.

Gross IRR, with respect to an investment, is calculated based on the dates that we invested capital and dates we received distributions, regardless of when we made distributions to our shareholders. Initial investments are assumed to occur at time zero.

Gross IRR reflects historical results relating to our past performance and is not necessarily indicative of our future results. In addition, gross IRR does not reflect the effect of management fees, expenses, incentive fees or taxes borne, or to be borne, by us or our shareholders, and would be lower if it did.

Aggregate cash flow realized gross IRR on our exited investments reflects only invested and realized cash amounts as described above and does not reflect any unrealized gains or losses in our portfolio.

Financial Condition, Liquidity and Capital Resources

Our liquidity and capital resources are generated primarily from 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 credit 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). In addition, from time to time, we may seek to retire, repurchase, or exchange debt securities in open market purchases or by other means, including privately negotiated transactions, in each case dependent on market conditions, liquidity, contractual obligations, and other matters. The amounts involved in any such transactions, individually or in the aggregate, may be material.

As of March 31, 2024 and December 31, 2023, our asset coverage ratios were 238% and 239%, 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 March 31, 2024, 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 March 31, 2024, we had $98.2 million in cash. During the three months ended March 31, 2024, cash provided by operating activities was $80.6 million, primarily as a result of selldowns and repayments of portfolio investments of $235.3 million and other operating activities of $16.2 million, partially offset by funding portfolio investments of $170.9 million. Lastly, we used $108.8 million of cash for financing activities during the period, which was the result of debt issuance costs of $3.8 million, net repayments on our credit facilities of $28.4 million, distributions paid of $16.1 million and repurchased shares of $60.5 million. Our long-term cash needs will include principal payments on outstanding indebtedness and funding of additional portfolio investments. Funding for long-term cash needs will come from unused net proceeds from financing activities. We believe that our liquidity and sources of capital are adequate to satisfy our short and long-term cash requirements. We cannot, however, be certain that these sources of funds will be available at a time and upon terms acceptable to us in sufficient amounts in the future.

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As of March 31, 2023, we had $81.1 million in cash. During the three months ended March 31, 2023, cash provided by operating activities was $71.3 million, primarily as a result of selldowns and repayments of portfolio investments of $60.4 million and other operating activities of $28.9 million, partially offset by funding portfolio investments of $18.0 million. Lastly, we used $37.5 million in cash for financing activities during the period, which was the result of debt issuance costs of $0.1 million, net repayments on our credit facilities of $1.0 million, distributions paid of $13.3 million and repurchased shares of $23.1 million.

Net Assets

Share Issuances

We currently have the authority to issue 450,000,000 common shares at $0.01 per share par value. Prior to our continuous public offering, we issued 100 shares of common stock to our Adviser and 277,788 shares of our common stock to certain individuals and entities affiliated with our Adviser in a private placement. We issued 151,364,239 shares of common stock in our continuous public offering prior to its termination on April 30, 2021.

The table below summarizes transactions with respect to shares of our common stock during the following periods.

	For the Three Months Ended
	March 31, 2024			March 31, 2023
($ in thousands, except share amounts)	Shares	Amount		Shares	Amount
Reinvestment of distributions	1,496,447	13,487		1,263,143	11,229
Repurchased Shares	(6,715,753)	(60,509)		(2,595,339)	(23,098)
Total shares/gross proceeds	(5,219,306)	$	(47,022)	(1,332,196)	$	(11,869)

Prior to the termination of our continuous public offering, in the event of a material decline in our net asset value per share, our Board reduced the offering price in order to establish a new net offering price per share. 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.

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

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During the years ending December 31, 2022, 2023 and three months ended March 31, 2024, shares issued pursuant to the dividend reinvestment plan were issued as follows:

Date of Issuance	Record Date	Number of Shares	Purchase Price per Share
January 26, 2022	January 25, 2022	389,571	$	8.98
February 23, 2022	February 22, 2022	390,759	$	8.98
March 30, 2022	March 29, 2022	391,196	$	8.88
April 27, 2022	April 26, 2022	392,301	$	8.88
May 25, 2022	May 24, 2022	393,757	$	8.87
June 29, 2022	June 28, 2022	395,352	$	8.69
July 27, 2022	July 26, 2022	398,628	$	8.66
August 31, 2022	August 30, 2022	396,093	$	8.74
September 28, 2022	September 27, 2022	390,703	$	8.77
October 26, 2022	October 25, 2022	391,492	$	8.77
November 15, 2022	September 20, 2022	58,594	$	8.77
November 30, 2022	November 29, 2022	390,290	$	8.76
December 28, 2022	December 27, 2022	380,728	$	8.86
February 1, 2023	January 31, 2023	379,272	$	8.89
February 2, 2023	December 31, 2022	126,215	$	8.89
March 1, 2023	February 28, 2023	380,932	$	8.88
March 29, 2023	March 28, 2023	376,723	$	8.90
April 26, 2023	April 25, 2023	377,165	$	8.90
April 28, 2023	March 31, 2023	125,586	$	8.90
May 31, 2023	May 30, 2023	380,161	$	8.88
June 28, 2023	June 27, 2023	366,863	$	8.96
July 26, 2023	July 25, 2023	365,479	$	8.97
July 31, 2023	June 30, 2023	121,887	$	8.97
August 30, 2023	August 29, 2023	366,982	$	8.99
September 27, 2023	September 26, 2023	355,431	$	9.08
November 1, 2023	October 31, 2023	428,157	$	9.02
November 13, 2023	September 30, 2023	356,503	$	9.00
November 29, 2023	November 28, 2023	432,272	$	9.04
December 27, 2023	December 26, 2023	427,597	$	9.03
January 30, 2024	December 31, 2023	213,228	$	9.03
January 31, 2024	January 30, 2024	431,463	$	9.01
February 28, 2024	February 27, 2024	431,753	$	9.01
March 27, 2024	March 26, 2024	420,004	$	9.01

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Distributions

Our Board has authorized and declared weekly distribution amounts per share of common stock through June 30, 2021, and monthly and/or quarterly distribution amounts per share of common stock thereafter, in each case payable monthly and/or quarterly in arrears. The following table presents cash distributions per share that were declared during the three months ended March 31, 2024:

	For the Three Months Ended March 31, 2024
Declaration Date	Record Date	Payment Date	Dividend	Distribution Per Share		Distribution Amount
($ in thousands, except per share amounts)
December 21, 2023	January 30, 2024	January 31, 2024	Monthly	$	0.060000	$	8,433
December 21, 2023	February 27, 2024	February 28, 2024	Monthly	0.060000		8,459
December 21, 2023	March 26, 2024	March 27, 2024	Monthly	0.060000		8,485
February 21, 2024	March 31, 2024	May 15, 2024	Quarterly	0.030000		4,054
			Total	$	0.210000	$	29,431

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 three months ended March 31, 2023:

	For the Three Months Ended March 31, 2023
Declaration Date	Record Date	Payment Date	Dividend	Distribution Per Share		Distribution Amount
($ in thousands, except per share amounts)
November 1, 2022	January 31, 2023	February 1, 2023	Monthly	$	0.050180	$	7,352
November 1, 2022	February 28, 2023	March 1, 2023	Monthly	0.050180		7,377
November 1, 2022	March 28, 2023	March 29, 2023	Monthly	0.050180		7,396
February 21, 2023	March 31, 2023	April 28, 2023	Quarterly	0.016731		2,429
			Total	$	0.167271	$	24,554

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.

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, prior to November 7, 2023, 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 November 7, 2023, the termination date of the Expense Support Agreement by the Adviser, a portion of our distributions resulted from expense support from the Adviser which are subject to repayment by us within three years from the date of payment. The purpose of this arrangement was to avoid distributions being characterized as a return of capital for U.S. federal income tax purposes. Shareholders should understand that any such distributions were 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.

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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 tables below reflect the sources of cash distributions on a U.S. GAAP basis that we have declared on our shares of common stock during the following periods:

	Three Months Ended March 31, 2024
Source of Distribution	Per Share		Amount		Percentage
($ in thousands, except per share amounts)
Net investment income	$	0.21	$	29,706	100.9	%
Net realized gain on investments	—		—		—
Distributions in excess of (undistributed) net investment income and realized gains (1)	—		(275)		(0.9)
Total	$	0.21	$	29,431	100.0	%

______________

(1)The per share amounts round to less than $0.01 per share.

	Three Months Ended March 31, 2023
Source of Distribution	Per Share		Amount		Percentage
($ in thousands, except per share amounts)
Net investment income	$	0.18	$	26,888	109.5	%
Net realized gain on investments	—		—		—
Distributions in excess of (undistributed) net investment income and realized gains	(0.01)		(2,334)		(9.5)
Total	$	0.17	$	24,554	100.0	%

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, we 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.

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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 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
August 30, 2021	September 27, 2021	$11,911,588	$9.00	1,323,510
November 29, 2021	December 27, 2021	$11,859,682	$9.00	1,317,742
March 1, 2022	March 28, 2022	$15,362,486	$8.88	1,730,010
May 27, 2022	June 27, 2022	$25,733,988	$8.69	2,961,334
August 29, 2022	September 26, 2022	$23,067,664	$8.77	2,630,292
November 28, 2022	December 23, 2022	$20,458,302	$8.86	2,309,063
February 28, 2023	March 27, 2023	$23,098,513	$8.90	2,595,339
May 26, 2023	June 26, 2023	$36,020,345	$8.96	4,020,194
August 28, 2023	September 25, 2023	$28,143,907	$9.08	3,099,549
November 27, 2023	December 22, 2023	$16,396,554	$9.03	1,815,787
February 27, 2024	March 25, 2024	$60,508,935	$9.01	6,715,753

Total Return Since Inception

Cumulative total return for the period April 4, 2017 to March 31, 2024 was 68.2% (without upfront sales load) and 59.8% (with maximum upfront sales load). The following table presents cumulative total returns for the three months ended March 31, 2024, 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				Cumulative Total Return Since Inception(3)
	YTD	1-Year	3-Year(3)	5-Year(3)	Since Inception(3)	Cumulative Total Return Since Inception(3)
Total Shareholder Returns(1)(2)	2.2%	10.4%	8.7%	9.0%	9.7%	68.2%	59.8%

______________

(1)Compounded monthly.

(2)Unless otherwise indicated, 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.

(3)For the purposes of calculating total return for periods starting prior to the termination of our continuous public offering on April 30, 2021, beginning NAV is equal to the net offering price in effect at that time.

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 below as of the following periods:

	March 31, 2024
($ in thousands)	Aggregate Principal Committed		Outstanding Principal		Amount Available(1)		Net Carrying Value(2)
Revolving Credit Facility	$	250,000	$	31,578	$	218,422	$	28,061
SPV Asset Facility I	250,000		—		174,494		—
SPV Asset Facility II	325,000		125,000		1,776		120,205
CLO XIII	260,000		260,000		—		257,792
2024 Notes	100,000		100,000		—		100,825
2026 Notes	350,000		350,000		—		343,921
Total Debt	$	1,535,000	$	866,578	$	394,692	$	850,804

______________

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

(2)The carrying value of the Company’s Revolving Credit Facility, SPV Asset Facility II, CLO XIII, 2024 Notes and 2026 Notes are presented net of deferred financing costs of $3.5 million, $4.8 million, $2.2 million, $(0.8) million and $6.1 million, respectively.

	December 31, 2023
($ in thousands)	Aggregate Principal Committed		Outstanding Principal		Amount Available(1)		Net Carrying Value(2)
SPV Asset Facility I	$	250,000	$	60,000	$	174,934	$	58,715
SPV Asset Facility II	325,000		125,000		19,715		120,008
CLO XIII	260,000		260,000		—		257,764
2024 Notes	100,000		100,000		—		101,138
2026 Notes	350,000		350,000		—		343,473
Total Debt	$	1,285,000	$	895,000	$	194,649	$	881,098

______________

(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 $1.3 million, $5.0 million, $2.2 million, $(1.1) million and $6.5 million, respectively.

For the following periods, the components of interest expense were as follows:

	For the Three Months Ended March 31,
($ in thousands)	2024			2023
Interest expense	$	18,560		$	15,699
Amortization of debt issuance costs	802			235
Total Interest Expense	$	19,362		$	15,934
Average interest rate	7.9		%	6.1		%
Average daily borrowings	$	872,340		$	998,189

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Senior Securities

Information about our senior securities is shown in the following table as of March 31, 2024 and the fiscal years ended December 31, 2023, 2022, 2021, 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)
Revolving Credit Facility
March 31, 2024 (unaudited)	$	31.6	$	2,375	$	—	N/A
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
March 31, 2024 (unaudited)	$	—	$	2,375	$	—	N/A
December 31, 2023	$	60.0	$	2,390	$	—	N/A
December 31, 2022	$	374.2	$	2,288	$	—	N/A
December 31, 2021	$	412.2	$	2,213	$	—	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
March 31, 2024 (unaudited)	$	125.0	$	2,375	$	—	N/A
December 31, 2023	$	125.0	$	2,390	$	—	N/A
December 31, 2022	$	176.0	$	2,288	$	—	N/A
December 31, 2021	$	255.0	$	2,213	$	—	N/A
December 31, 2020	$	191.0	$	2,416	$	—	N/A
CLO XIII
March 31, 2024 (unaudited)	$	260.0	$	2,375	$	—	N/A
December 31, 2023	$	260.0	$	2,390	$	—	N/A
2024 Notes
March 31, 2024 (unaudited)	$	100.0	$	2,375	$	—	N/A
December 31, 2023	$	100.0	$	2,390	$	—	N/A
December 31, 2022	$	450.0	$	2,288	$	—	N/A
December 31, 2021	$	450.0	$	2,213	$	—	N/A
December 31, 2020	$	350.0	$	2,416	$	—	N/A
December 31, 2019	$	300.0	$	2,687	$	—	N/A
2026 Notes
March 31, 2024 (unaudited)	$	350.0	$	2,375	$	—	N/A
December 31, 2023	$	350.0	$	2,390	$	—	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.

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(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.

Revolving Credit Facility

On January 12, 2024 (the “Revolving Credit Facility Closing Date”), we entered into a Senior Secured Credit Agreement (the “Revolving Credit Facility”). The parties to the Revolving Credit Facility include us, as Borrower, the lenders and issuing banks from time to time parties thereto, Sumitomo Mitsui Banking Corporation, as Administrative Agent.

The Revolving Credit Facility is guaranteed by certain of our domestic subsidiaries in existence as of the Revolving Credit Facility Closing Date, and will be guaranteed by certain domestic subsidiaries of ours that are formed or acquired by us in the future (collectively, the “Revolving Credit Facility Guarantors”). Proceeds of the Revolving Credit Facility may be used for general corporate purposes, including the funding of portfolio investments.

The Revolving Credit Facility provides for (a) a term loan in an initial amount of $25.0 million and (b) subject to availability under the borrowing base, which is based on our portfolio investments and other outstanding indebtedness, a revolving credit facility in an initial amount of up to $225.0 million. The amount available for borrowing under the Revolving Credit Facility is reduced by any standby letters of credit issued through the Revolving Credit Facility. Maximum capacity under the Revolving Credit Facility may be increased to $1.00 billion through the exercise by us of an uncommitted accordion feature through which existing and new lenders may, at their option, agree to provide additional financing. The Revolving Credit Facility is secured by a perfected first-priority interest in substantially all of the portfolio investments held by the Company and each Revolving Credit Facility Guarantor, subject to certain exceptions, and includes a $40.0 million limit for swingline loans.

The availability period with respect to the revolving credit facility under the Revolving Credit Facility will terminate on January 12, 2028 (the “Revolving Credit Facility Commitment Termination Date”) and the Revolving Credit Facility will mature on January 12, 2029 (the “Revolving Credit Facility Maturity Date”). During the period from the Revolving Credit Facility Commitment Termination Date to the Revolving Credit Facility Maturity Date, we will be obligated to make mandatory prepayments under the Revolving Credit Facility out of the proceeds of certain asset sales and other recovery events and equity and debt issuances.

We may borrow amounts in U.S. dollars or certain other permitted currencies. Amounts drawn under the Revolving Credit Facility with respect to the commitments in U.S. dollars will bear interest at either (i) term SOFR plus a margin plus any applicable credit adjustment spread plus margin of 2.00% per annum or (ii) the alternative base rate plus margin of 1.00% per annum. With respect to loans denominated in U.S. dollars, we may elect either the term SOFR or the alternative base rate at the time of drawdown, and such loans may be converted from one rate to another at any time at our option, subject to certain conditions. Amounts drawn under the Revolving Credit Facility with respect to the commitments in other permitted currencies will bear interest at the relevant rate specified therein (including any applicable credit adjustment spread) plus margin of 2.00% per annum. We will also pay a fee of 0.375% on daily undrawn amounts under the Revolving Credit Facility.

The Revolving Credit Facility includes customary covenants, including certain limitations on the incurrence by us of additional indebtedness and on our ability to make distributions to its shareholders, or redeem, repurchase or retire shares of stock, upon the occurrence of certain events and certain financial covenants related to asset coverage and liquidity and other maintenance covenants, as well as customary events of default. The Revolving Credit Facility requires a minimum asset coverage ratio with respect to our consolidated assets and our subsidiaries to senior securities that constitute indebtedness of no less than 1.50 to 1.00 at any time.

SPV Asset Facilities

Certain of our wholly owned subsidiaries are parties to credit facilities (the “SPV Asset Facilities”). Pursuant to the SPV Asset Facilities, we sell and contribute certain investments to these wholly owned subsidiaries pursuant to sale and contribution agreements by and between us and the wholly owned subsidiaries. No gain or loss is recognized as a result of these contributions. Proceeds from the SPV Asset Facilities are used to finance the origination and acquisition of eligible assets by the wholly owned subsidiary, including the purchase of such assets from us. We retain a residual interest in assets contributed to or acquired to the wholly owned subsidiary through our ownership of the wholly owned subsidiary.

The SPV Asset Facilities are secured by a perfected first priority security interest in the assets of these wholly owned subsidiaries and on any payments received by such wholly owned subsidiaries in respect of those assets. Assets pledged to lenders under the SPV Asset Facilities will not be available to pay our debts.

The SPV Asset Facilities contain customary covenants, including certain limitations on the incurrence by us of additional indebtedness and on our ability to make distributions to our shareholders, or redeem, repurchase or retire shares of stock, upon the occurrence of certain events, and customary events of default (with customary cure and notice provisions).

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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. From time to time, the parties to the SPV Asset Facility I have amended the SPV Asset Facility I and the related transaction documents.

The summary below reflects the terms of the SPV Asset Facility I as amended from time to time, including by Amendment No. 1 to the Third Amended and Restated Credit Agreement, entered into on September 20, 2023, by the parties to the SPV Asset Facility I.

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 $250 million (decreased from $500 million on September 20, 2023); 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, 2025. (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, 2026. Amounts drawn in USD bear interest at Term SOFR plus a 2.70% spread and the spread is also payable on a portion of any undrawn amounts. The Company borrows utilizing three-month SOFR rate loans. 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.

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. The parties to the SPV Asset Facility II have entered into various amendments, including to increase the maximum principal amount of the SPV Asset Facility II, change the interest rates for amounts drawn in U.S. dollars, to extend the maturity of the SPV Asset Facility II to convert the benchmark rate of the facility from LIBOR to Term SOFR and make certain other changes. The following describes the terms of the SPV Asset Facility II as amended through April 4, 2023 (the “SPV Asset Facility II Third Amendment Date”).

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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 as of the SPV Asset Facility II Third Amendment Date 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 through April 4, 2025 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 4, 2033 (the “SPV Asset Facility II Stated Maturity”). Prior to the SPV Asset Facility II 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 SPV Asset Facility II 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.

Amounts drawn bear interest at Term SOFR (or, in the case of certain lenders that are commercial paper conduits, the lower of their cost of funds and Term SOFR plus 0.25%) plus, (x) with respect to revolving loans, 2.75% and (y) with respect to term loans, 2.75% during the SPV Asset Facility II’s reinvestment period and 2.75% thereafter. From the SPV Asset Facility II Closing Date to the SPV Asset Facility II Commitment Termination Date, there is a commitment fee of 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 our borrowings for purposes of complying with the asset coverage requirements under the 1940 Act.

CLO XIII

On September 12, 2023 (the “CLO XIII Closing Date”), we completed a $399.3 million term debt securitization transaction (the “CLO XIII Transaction”), also known as a collateralized loan obligation transaction, which is a form of secured financing incurred by us. The secured notes and preferred shares issued in the CLO XIII Transaction were issued by our consolidated subsidiary Owl Rock CLO XIII, LLC, a limited liability organized under the laws of the State of Delaware (the “CLO XIII Issuer”) and are backed by a portfolio of collateral obligations consisting of middle-market loans and participation interests in middle-market loans as well as by other assets of the CLO XIII Issuer.

The CLO XIII Transaction was executed by (A) the issuance of the following classes of notes and preferred shares pursuant to an indenture and security agreement dated as of the CLO XIII Closing Date (the “CLO XIII Indenture”), by and among the CLO XIII Issuer and State Street Bank and Trust Company: (i) $228.0 million of AAA(sf) Class A Notes, which bear interest at three-month term SOFR plus 2.55% and (ii) $32.0 million of AA(sf) Class B Notes, which bear interest at three-month term SOFR plus 3.35% (together, the “CLO XIII Secured Notes”). The CLO XIII Secured Notes are secured by middle-market loans, participation interests in middle-market loans and other assets of the CLO XIII Issuer. The CLO XIII Secured Notes are scheduled to mature on the Payment Date (as defined in the CLO XIII Indenture) in September, 2035. The CLO XIII Secured Notes were privately placed by Goldman Sachs & Co. LLC as Placement Agent and NatWest Markets Securities Inc. as Co-Placement Agent.

Concurrently with the issuance of the CLO XIII Secured Notes, the CLO XIII Issuer issued approximately $139.3 million of subordinated securities in the form of 139,300 preferred shares at an issue price of U.S. $1,000 per share (the “CLO XIII Preferred Shares”). The CLO XIII Preferred Shares were issued by the CLO XIII Issuer as part of its issued share capital and are not secured by the collateral securing the CLO XIII Secured Notes. We purchased all of the CLO XIII Preferred Shares. We act as retention holder in connection with the CLO XIII Transaction for the purposes of satisfying certain U.S. and European Union regulations requiring sponsors of securitization transactions to retain exposure to the performance of the securitized assets and as such are required to retain a portion of the CLO XIII Preferred Shares.

As part of the CLO XIII Transaction, we entered into a loan sale agreement with the CLO XIII Issuer dated as of the CLO XIII Closing Date, which provided for the contribution of approximately $36.4 million funded par amount of middle-market loans from us to the CLO XIII Issuer on the CLO XIII Closing Date and for future sales from us to the CLO XIII Issuer on an ongoing basis. No gain or loss will be recognized as a result of these sales and contributions. Such loans constituted part of the initial portfolio of assets securing the CLO XIII Secured Notes. The remainder of the initial portfolio assets securing the CLO XIII Secured Notes consisted of approximately $298.5 million funded par amount of middle-market loans purchased by the CLO XIII Issuer from ORCC II Financing LLC, a wholly-owned subsidiary of ours, under an additional loan sale agreement executed on the CLO XIII Closing Date between the

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CLO XIII Issuer and ORCC II Financing LLC and OR Lending II LLC, a wholly-owned subsidiary of ours. We, ORCC II Financing LLC and OR Lending II LLC each made customary representations, warranties, and covenants to the CLO XIII Issuer under the applicable loan sale agreement.

Through September 20, 2027, a portion of the proceeds received by the CLO XIII Issuer from the loans securing the CLO XIII Secured Notes may be used by the CLO XIII Issuer to purchase additional middle-market loans under the direction of the Adviser in its capacity as collateral manager for the CLO XIII Issuer and in accordance with our investing strategy and ability to originate eligible middle-market loans.

The CLO XIII Secured Notes are the secured obligations of the CLO XIII Issuer, and the CLO XIII Indenture includes customary covenants and events of default. The CLO XIII Secured Notes have not been registered under the Securities Act, or any state securities (e.g., “blue sky”) laws, and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or pursuant to an applicable exemption from such registration.

The Adviser will serve as collateral manager for the CLO XIII Issuer under a collateral management agreement dated as of the CLO XIII Closing Date (the “CLO XIII Collateral Management Agreement”). The Adviser is entitled to receive fees for providing these services. The Adviser has waived its right to receive such fees but may rescind such waiver at any time; provided, however, that if the Adviser rescinds such waiver, the management fee payable to the Adviser pursuant to the Investment Advisory Agreement will be offset by the amount of the collateral management fee attributable to the CLO XIII Issuer’s equity or notes owned by us. For further details, see “ITEM 1. – Notes to Consolidated Financial Statements – Note 5. Debt.”

2024 Notes

On November 26, 2019, we issued $300.0 million aggregate principal amount of our 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, 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 $50.0 million aggregate principal amount of the 2024 Notes, we issued an additional $100.0 million aggregate principal amount of the 2024 Notes in private placements 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 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.

On November 15, 2023, we caused notice to be issued to the holders of the 2024 Notes regarding its exercise of the option to redeem $350 million in aggregate principal amount of the 2024 Notes at 100% of their principal amount, plus the accrued and unpaid interest thereon through, but excluding, the redemption date, December 15, 2023. On December 15, 2023, we redeemed $350.0 million in aggregate principal amount of the 2024 Notes at 100% of their principal amount, plus the accrued and unpaid interest thereon through, but excluding, December 15, 2023. As of December 31, 2023, $100.0 million in aggregate principal amount of the 2024 Notes remained outstanding.

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2026 Notes

On November 15, 2023, we issued $350.0 million aggregate principal amount of its 8.450% notes due November 15, 2026 (the “2026 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 2026 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 2026 Notes were issued pursuant to an Indenture dated as of November 26, 2019 (the “Base Indenture”), between us and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as trustee (the “Trustee”), and a Second Supplemental Indenture, dated as of November 15, 2023 (the “Second Supplemental Indenture” and together with the Base Indenture, the “Indenture”), between us and the Trustee. The 2026 Notes will mature on November 15, 2026, unless repurchased or redeemed in accordance with their terms prior to such date. The 2026 Notes bear interest at a rate of 8.450% per year payable semi-annually on May 15 and November 15 of each year, commencing on May 15, 2024. Concurrent with the issuance of the 2026 Notes, we entered into a Registration Rights Agreement (the “2026 Registration Rights Agreement”) for the benefit of the purchasers of the 2026 Notes. Pursuant to the 2026 Registration Rights Agreement, we are obligated to file a registration statement with the SEC with respect to an offer to exchange the 2026 Notes for a new issue of debt securities registered under the Securities Act with terms substantially identical to those of the 2026 Notes (except for provisions relating to transfer restrictions and payment of additional interest) and to use its commercially reasonable efforts to consummate such exchange offer on the earliest practicable date after the registration statement has been declared effective but in no event later than 365 days after the initial issuance of the 2026 Notes. If we fail to satisfy our registration obligations under the 2026 Registration Rights Agreement, we will be required to pay additional interest to the holders of the 2026 Notes.

The 2026 Notes are our direct, general unsecured obligations and rank senior in right of payment to all of our future indebtedness or other obligations that are expressly subordinated, or junior, in right of payment to the 2026 Notes. The 2026 Notes rank pari passu, or equal, in right of payment with all of our existing and future indebtedness or other obligations that are not so subordinated. The 2026 Notes 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 2026 Notes are 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 Section 18(a)(1)(A) of the 1940 Act, as modified by Section 61(a) of the 1940 Act, for the period of time during which the 2026 Notes are outstanding, whether or not it is subject to those requirements, and (ii) provide financial information to the holders of the 2026 Notes and the Trustee if we are no longer subject to the reporting requirements under the Exchange Act. 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 2026 Notes will have the right, at their option, to require us to repurchase for cash some or all of the 2026 Notes at a repurchase price equal to 100% of the aggregate principal amount of the 2026 Notes being repurchased, plus accrued and unpaid interest to, but excluding, the repurchase date.

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Off-Balance Sheet Arrangements

Portfolio Company Commitments

From time to time, we may enter into commitments to fund investments. As of the following periods, we had the below outstanding commitments to fund investments in current portfolio companies:

Portfolio Company	Investment	March 31, 2024		December 31, 2023
($ in thousands)
3ES Innovation Inc. (dba Aucerna)	First lien senior secured revolving loan	$	386	$	237
AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC	LLC Interest	221		296
AAM Series 2.1 Aviation Feeder, LLC	LLC Interest	—		17
Alera Group, Inc.	First lien senior secured delayed draw term loan	6,777		7,133
Allied Benefit Systems Intermediate LLC	First lien senior secured delayed draw term loan	464		464
Anaplan, Inc.	First lien senior secured revolving loan	972		972
Apex Service Partners, LLC	First lien senior secured delayed draw term loan	87		150
Apex Service Partners, LLC	First lien senior secured revolving loan	40		59
Aptean Acquiror, Inc. (dba Aptean)	First lien senior secured delayed draw term loan	675		—
Aptean Acquiror, Inc. (dba Aptean)	First lien senior secured revolving loan	364		—
Arctic Holdco, LLC (dba Novvia Group)	First lien senior secured delayed draw term loan	1,354		1,354
Ascend Buyer, LLC (dba PPC Flexible Packaging)	First lien senior secured revolving loan	52		52
Associations, Inc.	First lien senior secured delayed draw term loan	3		3
Associations, Inc.	First lien senior secured revolving loan	2,991		3,974
Azurite Intermediate Holdings, Inc. (dba Alteryx, Inc.)	First lien senior secured delayed draw term loan	1,484		—
Azurite Intermediate Holdings, Inc. (dba Alteryx, Inc.)	First lien senior secured revolving loan	238		—
Bayshore Intermediate #2, L.P. (dba Boomi)	First lien senior secured revolving loan	1,074		991
BCPE Osprey Buyer, Inc. (dba PartsSource)	First lien senior secured delayed draw term loan	295		295
BCPE Osprey Buyer, Inc. (dba PartsSource)	First lien senior secured revolving loan	24		36
BCTO BSI Buyer, Inc. (dba Buildertrend)	First lien senior secured revolving loan	1,527		1,527
BP Veraison Buyer, LLC (dba Sun World)	First lien senior secured revolving loan	1,824		1,824
BradyIFS Holdings, LLC (fka Individual Foodservice Holdings, LLC)	First lien senior secured delayed draw term loan	2,430		2,430
BradyIFS Holdings, LLC (fka Individual Foodservice Holdings, LLC)	First lien senior secured revolving loan	2,476		2,476
Brightway Holdings, LLC	First lien senior secured revolving loan	447		289
Broadcast Music, Inc.	First lien senior secured revolving loan	825		—
Catalis Intermediate, Inc. (fka GovBrands Intermediate, Inc.)	First lien senior secured revolving loan	121		122
CivicPlus, LLC	First lien senior secured revolving loan	213		141
Crewline Buyer, Inc. (dba New Relic)	First lien senior secured revolving loan	472		472
Delinea Buyer, Inc. (f/k/a Centrify)	First lien senior secured revolving loan	1,345		1,345
Denali BuyerCo, LLC (dba Summit Companies)	First lien senior secured revolving loan	125		125

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Portfolio Company	Investment	March 31, 2024	December 31, 2023
Dresser Utility Solutions, LLC	First lien senior secured delayed draw term loan	858	—
Dresser Utility Solutions, LLC	First lien senior secured revolving loan	1,201	—
EET Buyer, Inc. (dba e-Emphasys)	First lien senior secured revolving loan	73	73
Endries Acquisition, Inc.	First lien senior secured delayed draw term loan	2,512	6,411
Entertainment Benefits Group, LLC	First lien senior secured revolving loan	80	80
EOS U.S. Finco LLC	First lien senior secured delayed draw term loan	1,244	1,244
Evolution BuyerCo, Inc. (dba SIAA)	First lien senior secured delayed draw term loan	4,149	4,978
Evolution BuyerCo, Inc. (dba SIAA)	First lien senior secured revolving loan	2,230	2,230
FARADAY BUYER, LLC (dba MacLean Power Systems)	First lien senior secured delayed draw term loan	1,882	1,882
Fiesta Purchaser, Inc. (dba Shearer's Foods)	First lien senior secured revolving loan	993	—
Finastra USA, Inc.	First lien senior secured revolving loan	319	288
Forescout Technologies, Inc.	First lien senior secured delayed draw term loan	6,825	6,825
Forescout Technologies, Inc.	First lien senior secured revolving loan	700	700
Fortis Solutions Group, LLC	First lien senior secured revolving loan	85	85
FR Vision Holdings, Inc. (dba CHA Consulting)	First lien senior secured delayed draw term loan	1,282	—
FR Vision Holdings, Inc. (dba CHA Consulting)	First lien senior secured revolving loan	434	—
Gainsight, Inc.	First lien senior secured revolving loan	448	448
Galls, LLC	First lien senior secured delayed draw term loan	5,348	—
Galls, LLC	First lien senior secured revolving loan	1,818	3,417
Galway Borrower LLC	First lien senior secured delayed draw term loan	1,554	—
Galway Borrower LLC	First lien senior secured revolving loan	164	—
Gaylord Chemical Company, L.L.C.	First lien senior secured revolving loan	2,609	2,609
Gerson Lehrman Group, Inc.	First lien senior secured revolving loan	526	2,039
GI Ranger Intermediate, LLC (dba Rectangle Health)	First lien senior secured revolving loan	74	29
Global Music Rights, LLC	First lien senior secured revolving loan	631	83
Granicus, Inc.	First lien senior secured delayed draw term loan	579	—
Granicus, Inc.	First lien senior secured revolving loan	548	—
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	3,702	38
Hissho Sushi Merger Sub, LLC	First lien senior secured revolving loan	70	70
Hyland Software, Inc.	First lien senior secured revolving loan	85	85
Icefall Parent, Inc. (dba EngageSmart)	First lien senior secured revolving loan	386	—
IG Investments Holdings, LLC (dba Insight Global)	First lien senior secured revolving loan	723	723
Indigo Buyer, Inc. (dba Inovar Packaging Group)	First lien senior secured revolving loan	40	60

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Portfolio Company	Investment	March 31, 2024	December 31, 2023
Indikami Bidco, LLC (dba IntegriChain)	First lien senior secured delayed draw term loan	377	377
Indikami Bidco, LLC (dba IntegriChain)	First lien senior secured revolving loan	216	269
Integrity Marketing Acquisition, LLC	First lien senior secured revolving loan	1,705	1,705
Integrity Marketing Acquisition, LLC	First lien senior secured delayed draw term loan	6,857	6,857
Interoperability Bidco, Inc. (dba Lyniate)	First lien senior secured revolving loan	700	654
Kaseya Inc.	First lien senior secured delayed draw term loan	30	30
Kaseya Inc.	First lien senior secured revolving loan	24	24
KENE Acquisition, Inc. (dba Entrust Solutions Group)	First lien senior secured delayed draw term loan	983	—
KENE Acquisition, Inc. (dba Entrust Solutions Group)	First lien senior secured revolving loan	295	—
KPSKY Acquisition, Inc. (dba BluSky)	First lien senior secured delayed draw term loan	58	58
KRIV Acquisition Inc. (dba Riveron)	First lien senior secured delayed draw term loan	158	158
KRIV Acquisition Inc. (dba Riveron)	First lien senior secured revolving loan	142	142
KWOL Acquisition Inc. (dba Worldwide Clinical Trials)	First lien senior secured revolving loan	558	391
Lignetics Investment Corp.	First lien senior secured revolving loan	1,275	245
Litera Bidco LLC	First lien senior secured revolving loan	1,013	1,013
LSI Financing 1 DAC	Preferred Equity	5,915	—
Mario Purchaser, LLC (dba Len the Plumber)	First lien senior secured delayed draw term loan	39	149
Mario Purchaser, LLC (dba Len the Plumber)	First lien senior secured revolving loan	55	39
MHE Intermediate Holdings, LLC (dba OnPoint Group)	First lien senior secured revolving loan	1,786	1,786
Milan Laser Holdings LLC	First lien senior secured revolving loan	2,837	2,837
MINDBODY, Inc.	First lien senior secured revolving loan	1,071	1,071
Ministry Brands Holdings, LLC	First lien senior secured revolving loan	61	32
Monotype Imaging Holdings Inc.	First lien senior secured delayed draw term loan	1,602	—
Monotype Imaging Holdings Inc.	First lien senior secured revolving loan	2,402	—
National Dentex Labs LLC (fka Barracuda Dental LLC)	First lien senior secured revolving loan	34	429
Natural Partners, LLC	First lien senior secured revolving loan	68	68
NELIPAK EUROPEAN HOLDINGS COÖPERATIEF U.A.	First lien senior secured EUR delayed draw term loan	2,574	—
NELIPAK EUROPEAN HOLDINGS COÖPERATIEF U.A.	First lien senior secured EUR revolving loan	480	—
Nelipak Holding Company	First lien senior secured delayed draw term loan	1,302	—
Nelipak Holding Company	First lien senior secured revolving loan	680	640
Nelipak Holding Company	First lien senior secured EUR revolving loan	—	677
NMI Acquisitionco, Inc. (dba Network Merchants)	First lien senior secured revolving loan	218	218
Norvax, LLC (dba GoHealth)	First lien senior secured revolving loan	1,364	2,727
Notorious Topco, LLC (dba Beauty Industry Group)	First lien senior secured revolving loan	1,408	1,972
OB Hospitalist Group, Inc.	First lien senior secured revolving loan	1,798	1,798
Ocala Bidco, Inc.	First lien senior secured delayed draw term loan	2,392	4,499

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Portfolio Company	Investment	March 31, 2024	December 31, 2023
Pacific BidCo Inc.	First lien senior secured delayed draw term loan	191	191
Park Place Technologies, LLC	First lien senior secured delayed draw term loan	368	—
Park Place Technologies, LLC	First lien senior secured revolving loan	276	—
Patriot Acquisition TopCo S.A.R.L (dba Corza Health, Inc.)	First lien senior secured revolving loan	2,654	2,086
PDI TA Holdings, Inc.	First lien senior secured delayed draw term loan	1,363	—
PDI TA Holdings, Inc.	First lien senior secured revolving loan	410	—
Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services)	First lien senior secured revolving loan	1,035	1,035
PetVet Care Centers, LLC	First lien senior secured delayed draw term loan	1,993	1,993
PetVet Care Centers, LLC	First lien senior secured revolving loan	2,092	2,092
Plasma Buyer LLC (dba PathGroup)	First lien senior secured delayed draw term loan	20	176
Plasma Buyer LLC (dba PathGroup)	First lien senior secured revolving loan	30	50
Pluralsight, LLC	First lien senior secured revolving loan	—	289
Premise Health Holding Corp.	First lien senior secured revolving loan	938	—
Project Power Buyer, LLC (dba PEC-Veriforce)	First lien senior secured revolving loan	563	563
QAD, Inc.	First lien senior secured revolving loan	571	571
Quva Pharma, Inc.	First lien senior secured revolving loan	945	1,182
Relativity ODA LLC	First lien senior secured revolving loan	1,480	1,480
Sara Lee Frozen Bakery, LLC (fka KSLB Holdings, LLC)	First lien senior secured revolving loan	431	653
Securonix, Inc.	First lien senior secured revolving loan	153	153
Sensor Technology Topco, Inc. (dba Humanetics)	First lien senior secured revolving loan	406	428
SimpliSafe Holding Corporation	First lien senior secured delayed draw term loan	75	75
Smarsh Inc.	First lien senior secured delayed draw term loan	95	95
Smarsh Inc.	First lien senior secured revolving loan	5	8
Sonny's Enterprises, LLC	First lien senior secured delayed draw term loan	373	573
Sonny's Enterprises, LLC	First lien senior secured revolving loan	2,630	2,630
Swipe Acquisition Corporation (dba PLI)	First lien senior secured delayed draw term loan	428	772
Swipe Acquisition Corporation (dba PLI)	Letter of Credit	882	882
SWK BUYER, Inc. (dba Stonewall Kitchen)	First lien senior secured revolving loan	70	70
Tamarack Intermediate, L.L.C. (dba Verisk 3E)	First lien senior secured delayed draw term loan	50	50
Tamarack Intermediate, L.L.C. (dba Verisk 3E)	First lien senior secured revolving loan	112	112
Tempo Buyer Corp. (dba Global Claims Services)	First lien senior secured revolving loan	58	67
The Better Being Co., LLC (fka Nutraceutical International Corporation)	First lien senior secured revolving loan	1,647	941
The Shade Store, LLC	First lien senior secured revolving loan	159	82
THG Acquisition, LLC (dba Hilb)	First lien senior secured revolving loan	1,206	1,455
Thunder Purchaser, Inc. (dba Vector Solutions)	First lien senior secured revolving loan	364	481

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Portfolio Company	Investment	March 31, 2024		December 31, 2023
Troon Golf, L.L.C.	First lien senior secured revolving loan	4,685		4,685
Ultimate Baked Goods Midco, LLC	First lien senior secured revolving loan	2,000		2,000
Unified Women's Healthcare, LP	First lien senior secured delayed draw term loan	3,333		6,000
Unified Women's Healthcare, LP	First lien senior secured delayed draw term loan	4,536		—
Unified Women's Healthcare, LP	First lien senior secured revolving loan	88		88
USRP Holdings, Inc. (dba U.S. Retirement and Benefits Partners)	First lien senior secured revolving loan	183		183
Valence Surface Technologies LLC	First lien senior secured revolving loan	12		12
Velocity HoldCo III Inc. (dba VelocityEHS)	First lien senior secured revolving loan	322		322
Walker Edison Furniture Company LLC	First lien senior secured delayed draw term loan	815		1,405
When I Work, Inc.	First lien senior secured revolving loan	143		143
WU Holdco, Inc. (dba Weiman Products, LLC)	First lien senior secured revolving loan	845		1,620
XRL 1 LLC (dba XOMA)	First lien senior secured delayed draw term loan	150		150
Total Unfunded Portfolio Company Commitments		$	165,066	$	137,815

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 March 31, 2024, we believe we had adequate financial resources to satisfy the unfunded portfolio company commitments.

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 March 31, 2024, 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

The table below presents a summary of our contractual payment obligations under our credit facilities as of March 31, 2024:

	Payments Due by Period
($ in thousands)	Total		Less than 1 year		1-3 years		3-5 years		After 5 years
Revolving Credit Facility	$	31,578	$	—	$	—	$	31,578	$	—
SPV Asset Facility I	—		—		—		—		—
SPV Asset Facility II	125,000		—		—		—		125,000
CLO XIII	260,000		—		—		—		260,000
2024 Notes	100,000		100,000		—		—		—
2026 Notes	350,000		—		350,000		—		—
Total Contractual Obligations	$	866,578	$	100,000	$	350,000	$	31,578	$	385,000

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; 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.

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, 2023 in “ITEM 1A. RISK FACTORS.”

Investments at Fair Value

Investment transactions are recorded on the trade date. Realized gains or losses are measured by the difference between the net proceeds received (excluding prepayment fees, if any) and the amortized cost basis of the investment using the specific identification method without regard to unrealized gains or losses previously recognized, and include investments charged off during the period, net of recoveries. The net change in unrealized gains or losses primarily reflects the change in investment values, including the reversal of previously recorded unrealized gains or losses with respect to investments realized during the period.

Rule 2a-5 under the 1940 Act establishes requirements for determining fair value in good faith for purposes of the 1940 Act. Pursuant to Rule 2a-5, the Board designated the Adviser as our valuation designee to perform fair value determinations relating to the value of assets we held for which market quotations are not readily available.

Investments for which market quotations are readily available are typically valued at the average bid price of those market quotations. To validate market quotations, we utilize a number of factors to determine if the quotations are representative of fair value, including the source and number of the quotations. Debt and equity securities that are not publicly traded or whose market prices are not readily available, as is the case for substantially all of our investments, are valued at fair value as determined in good faith by our Adviser, as valuation designee, based on, among other things, the input of the independent third-party valuation firm(s) engaged at the direction of our Adviser.

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As part of the valuation process, our Adviser, as valuation designee, takes into account relevant factors in determining the fair value of our investments, including: the estimated enterprise value of a portfolio company (i.e., the total fair value of the portfolio company’s debt and equity), the nature and realizable value of any collateral, the portfolio company’s ability to make payments based on its earnings and cash flow, the markets in which the portfolio company does business, a comparison of the portfolio company’s securities to any similar publicly traded securities, and overall changes in the interest rate environment and the credit markets that may affect the price at which similar investments may be made in the future. When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, the Board considers whether the pricing indicated by the external event corroborates its valuation.

Our Adviser, as valuation designee, undertakes a multi-step valuation process, which includes, among other procedures, the following:

•With respect to investments for which market quotations are readily available, those investments will typically be valued at the average bid price of those market quotations;

•With respect to investments for which market quotations are not readily available, the valuation process begins with the independent valuation firm(s) providing a preliminary valuation of each investment to the Adviser’s valuation committee;

•Preliminary valuation conclusions are documented and discussed with the Adviser’s valuation committee; and

•Our Adviser, as the valuation designee, reviews the recommended valuations and determines the fair value of each investment;

•Each quarter, our Adviser, as the valuation designee, provides the Audit Committee a summary or description of material fair value matters that occurred in the prior quarter and on an annual basis, our Adviser, as the valuation designee, will provide the Audit Committee with a written assessment of the adequacy and effectiveness of its fair value process; and

•The Audit Committee oversees the valuation designee and will report to the Board on any valuation matters requiring the Board’s attention.

We conduct this valuation process on a quarterly basis.

We apply 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:

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

•Level 2 – Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

•Level 3 – Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

Transfers between levels, if any, are recognized at the beginning of the period in which the transfer occurred. In addition to using the above inputs in investment valuations, we apply the valuation policy approved by our Board that is consistent with ASC 820. Consistent with the valuation policy, our Adviser, as the valuation designee, evaluates the source of the inputs, including any markets in which our investments are trading (or any markets in which securities with similar attributes are trading), in determining fair value. When an investment is valued based on prices provided by reputable dealers or pricing services (that is, broker quotes), our Adviser, as the valuation designee, subjects those prices to various criteria in making the determination as to whether a particular investment would qualify for treatment as a Level 2 or Level 3 investment. For example, our Adviser, as the valuation designee, or the independent valuation firm(s), reviews pricing support provided by dealers or pricing services in order to determine if observable market information is being used, versus unobservable inputs.

The Company applies the practical expedient provided by the ASC Topic 820 relating to investments in certain entities that calculate net asset value per share (or its equivalent). ASC Topic 820 permits an entity holding investments in certain entities that either are investment companies, or have attributes similar to an investment company, and calculate NAV per share or its equivalent for which the fair value is not readily determinable, to measure the fair value of such investments on the basis of that NAV per share, or its equivalent, without adjustment. Investments which are valued using NAV per share as a practical expedient are not categorized within the fair value hierarchy as per ASC Topic 820.

Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may fluctuate from period to period. Additionally, the fair value of such investments may differ

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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.

In addition, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the unrealized gains or losses reflected herein.

Financial and Derivative Instruments

Rule 18f-4 requires BDCs that use derivatives to, among other things, comply with a value-at-risk leverage limit, adopt a derivatives risk management program, and implement certain testing and board reporting procedures. Rule 18f-4 exempts BDCs that qualify as “limited derivatives users” from the aforementioned requirements, provided that these BDCs adopt written policies and procedures that are reasonably designed to manage the BDC’s derivatives risks and comply with certain recordkeeping requirements. Rule 18f-4 provides that a BDC may enter into an unfunded commitment agreement that is not a derivatives transaction, such as an agreement to provide financing to a portfolio company, if the BDC has, among other things, a reasonable belief, at the time it enters into such an agreement, that it will have sufficient cash and cash equivalents to meet its obligations with respect to all of its unfunded commitment agreements, in each case as it becomes due. Pursuant to Rule 18f-4, when we trade reverse repurchase agreements or similar financing transactions, including certain tender option bonds, we need to aggregate the amount of any other senior securities representing indebtedness (e.g., bank borrowings, if applicable) when calculating our asset coverage ratio. The Company currently qualifies as a “limited derivatives user” and expects to continue to do so. The Company has adopted a derivatives policy and complies with the recordkeeping requirements of Rule 18f-4.

Interest and Dividend Income Recognition

Interest income is recorded on the accrual basis and includes accretion and amortization of discounts or premiums. Certain investments may have contractual payment-in-kind (“PIK”) interest or dividends. PIK interest or dividends represent accrued interest or dividends that are added to the principal amount or liquidation amount of the investment on the respective interest or dividend payment dates rather than being paid in cash and generally becomes due at maturity or at the occurrence of a liquidation event. Discounts and premiums to par value on securities purchased are accreted or 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 accretion or 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 or dividends are not expected to be realized, the investment generating PIK interest or dividends will be placed on non-accrual status. When a PIK investment is placed on non-accrual status, the accrued, uncapitalized interest or dividends are generally reversed through interest income. Non-accrual loans are restored to accrual status when past due principal and interest is paid current and, in management’s judgment, are likely to remain current. Management may make exceptions to this treatment and determine to not place a loan on non-accrual status if the loan has sufficient collateral value and is in the process of collection.

Dividend income on preferred equity securities is recorded on the accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity securities is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly-traded portfolio companies.

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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 the sum of :

•90% of our investment company taxable income (which is generally our ordinary income plus the excess of realized short-term capital gains over realized net long-term capital losses), determined without regard to the deduction for dividends paid, for such taxable year; and

•90% of our net tax-exempt interest income (which is the excess of our gross tax exempt interest income over certain disallowed deductions) for such taxable year.

As a RIC, we (but not our shareholders) generally will not be subject to U.S. federal tax on investment company taxable income and net capital gains that we distribute to our shareholders.

We intend to distribute annually all or substantially all of such income. To the extent that we retain our net capital gains or any investment company taxable income, we generally will be subject to U.S. federal income tax at corporate rates. We can be expected to carry forward our net capital gains or any investment company taxable income in excess of current year dividend distributions and pay the U.S. federal excise tax as described below.

Amounts not distributed on a timely basis in accordance with a calendar year distribution requirement are subject to a nondeductible 4% U.S. federal excise tax payable by us. We may be subject to a nondeductible 4% U.S. federal excise tax if we do not distribute (or are treated as distributing) during each calendar year an amount at least equal to the sum of:

•98% of our net ordinary income excluding certain ordinary gains or losses for that calendar year;

•98.2% of our capital gain net income, adjusted for certain ordinary gains and losses, recognized for the twelve-month period ending on October 31 of that calendar year; and

•100% of any income or gains recognized, but not distributed, in preceding years.

While we intend to distribute any income and capital gains in the manner necessary to minimize imposition of the 4% U.S. federal excise tax, sufficient amounts of our taxable income and capital gains may not be distributed and as a result, in such cases, the excise tax will be imposed. In such an event, we will be liable for this tax only on the amount by which we do not meet the foregoing distribution requirement.

We intend to pay 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 U.S. federal income taxes at corporate rates on any ordinary income or capital gains that we distribute at least annually to our shareholders as distributions. Rather, any tax liability related to income earned and distributed by us represents obligations of our investors and will not be reflected in our consolidated financial statements.

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To qualify as a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements. In addition, to qualify for RIC tax treatment, we generally must distribute to our shareholders, for each taxable year, at least 90% of our “investment company taxable income” for that year, which is generally our ordinary income plus the excess of our realized net short-term capital gains over our realized net long-term capital losses. In addition, a RIC may, in certain cases, satisfy this distribution requirement by distributing dividends relating to a taxable year after the close of such taxable year under the “spillover dividend” provisions of Subchapter M. 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, 2023. As applicable, our prior three tax years remain subject to examination by U.S. federal, state and local tax authorities.

Recent Developments

Joint Venture

On May 6, 2024, we entered into an agreement with each of Blue Owl Capital Corporation, Blue Owl Capital Corporation III, Blue Owl Credit Income Corp., Blue Owl Technology Finance Corp., Blue owl Technology Finance Corp. II and Blue Owl Technology Income Corp. (together with us, the “Blue Owl BDCs”) and State Teachers Retirement System of Ohio (“OSTRS”) to co-manage Blue Owl Credit SLF LLC (“Credit SLF”), a joint venture that is expected to invest primarily in senior secured loans to middle market companies, broadly syndicated loans and in senior and subordinated notes issued by collateralized loan obligations. Each of the Blue Owl BDCs have agreed to initial commitments to Credit SLF totaling $50.0 million in the aggregate, of which we have agreed to contribute $0.5 million, representing an approximately 0.93% economic ownership. OSTRS will initially commit $7.1 million, representing a 12.5% economic ownership. Credit SLF is managed by a board consisting of an equal number of representatives appointed by each member and which acts unanimously. Investment decisions must be approved by Credit SLF’s board.

Dividends

On May 7, 2024, our Board declared regular monthly distributions for May 2024 through July 2024. The regular monthly cash distributions, each in the gross amount of $0.06 per share, will be payable monthly to shareholders of record as of the monthly record date.

On May 7, 2024, our Board declared a special distribution of $0.02 per share, payable on or before August 15, 2024 to shareholders of record as of June 30, 2024.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are subject to financial market risks, including valuation risk, interest rate risk, currency risk, credit risk and inflation risk.

Valuation Risk

We have invested, and plan to continue to invest, primarily in illiquid debt and equity securities of private companies. Most of our investments will not have a readily available market price, and we value these investments at fair value as determined in good faith by our Adviser, as our valuation designee, based on, among other things, the input of independent third-party valuation firm(s) engaged at the direction of our Adviser, as our valuation designee, and in accordance with our valuation policy. There is no single standard for determining fair value. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each portfolio investment while employing a consistently applied valuation process for the types of investments we make. If we were required to liquidate a portfolio investment in a forced or liquidation sale, we may realize amounts that are different from the amounts presented and such differences could be material.

Interest Rate Risk

Interest rate sensitivity refers to the change in earnings that may result from changes in the level of interest rates. We intend to fund portions of our investments with borrowings, and at such time, our net investment income will be affected by the difference between the rate at which we invest and the rate at which we borrow. Accordingly, we cannot assure you that a significant change in market interest rates will not have a material adverse effect on our net investment income.

In a low interest rate environment, the difference between the total interest income earned on interest earning assets and the total interest expense incurred on interest bearing liabilities may be compressed, reducing our net income and potentially adversely affecting our operating results. Conversely, in a rising interest rate environment, such difference could potentially increase thereby increasing our net income as indicated per the table below.

As of March 31, 2024, 98.0% 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 0.8%. The Revolving Credit Facility and SPV Asset Facilities bear interest at variable rates with interest floors of 0.0%. CLO XIII bears interest at variable rates. The 2024 Notes and 2026 Notes bear interest at fixed rate.

Based on our Consolidated Statements of Assets and Liabilities as of March 31, 2024, the following table shows the annualized impact on net income of hypothetical base rate changes in interest rates on our debt investments (considering interest rate floors for floating rate instruments) assuming each floating rate investment is subject to 3 month reference rate election and there are no changes in our investment and borrowing structure.

	Interest Income		Interest Expense		Net Income(1)
Up 300 basis points	$	53.9	$	12.5	$	41.4
Up 200 basis points	$	36.0	$	8.3	$	27.7
Up 100 basis points	$	18.0	$	4.2	$	13.8
Down 100 basis points	$	(18.0)	$	(4.2)	$	(13.8)
Down 200 basis points	$	(36.0)	$	(8.3)	$	(27.7)
Down 300 basis points	$	(53.9)	$	(12.5)	$	(41.4)

_____________________

(1)Excludes the impact of income based fees. See Note 3 of our consolidated financial statements for more information on the income based fees.

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.

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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.

Credit Risk

We generally endeavor to minimize our risk of exposure by limiting to reputable financial institutions the counterparties with which we enter into financial transactions. As of March 31, 2024 and December 31, 2023, we held the majority of our cash

balances with a single highly rated money center bank and such balances are in excess of Federal Deposit Insurance

Corporation insured limits. We seek to mitigate this exposure by monitoring the credit standing of these financial institutions.

Inflation Risk

Inflation is likely to continue in the near to medium-term, particularly in the United States, with the possibility that monetary policy may continue to tighten in response. Persistent inflationary pressures could affect our portfolio companies’ profit margins. 

Item 4. Controls and Procedures

(a)Evaluation of Disclosure Controls and Procedures

In accordance with Rules 13a-15(b) and 15d-15(b) of the Securities Exchange Act of 1934 (the “Exchange Act”), 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 March 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Neither we nor the Adviser are currently subject to any material legal proceedings, nor, to our knowledge, are any material legal proceeding threatened against us. From time to time, we may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies. Our business is also subject to extensive regulation, which may result in regulatory proceedings against us. While the outcome of any such future legal or regulatory proceedings cannot be predicted with certainty, we do not expect that any such future proceedings will have a material effect upon our financial condition or results of operations.

Item 1A. Risk Factors.

In addition to the other information set forth in this report, you should carefully consider the risk factors discussed in Part I, “ITEM 1A. RISK FACTORS” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, 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, 2023 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.

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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 three months ended March 31, 2024, 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.

Date of Issuance	Record Date	Number of Shares	Purchase Price per Share
January 30, 2024	December 31, 2023	213,228	$	9.03
January 31, 2024	January 30, 2024	431,463	$	9.01
February 28, 2024	February 27, 2024	431,753	$	9.01
March 27, 2024	March 26, 2024	420,004	$	9.01

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. The purpose of the offers to repurchase is to provide shareholders with the potential for a measure of liquidity since there is otherwise no public market for shares of our common stock.

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.

The following provides information regarding repurchases of our shares:

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
August 30, 2021	September 27, 2021	$	11,911,588	$	9.00	1,323,510
November 29, 2021	December 27, 2021	$	11,859,682	$	9.00	1,317,742
March 1, 2022	March 28, 2022	$	15,362,486	$	8.88	1,730,010
May 27, 2022	June 27, 2022	$	25,733,988	$	8.69	2,961,334
August 29, 2022	September 26, 2022	$	23,067,664	$	8.77	2,630,292
November 28, 2022	December 23, 2022	$	20,458,302	$	8.86	2,309,063
February 28, 2023	March 27, 2023	$	23,098,513	$	8.90	2,595,339
May 26, 2023	June 26, 2023	$	36,020,345	$	8.96	4,020,194
August 28, 2023	September 25, 2023	$	28,143,907	$	9.08	3,099,549
November 27, 2023	December 22, 2023	$	16,396,554	$	9.03	1,815,787
February 27, 2024	March 25, 2024	$	60,508,935	$	9.01	6,715,753

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Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information.

Rule 10b5-1 Trading Plans

During the fiscal quarter ended March 31, 2024, none of the Company’s directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

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Item 6. Exhibits, Financial Statement Schedules.

Exhibit Number	Description of Exhibits
3.1	Articles of Amendment and Restatement, dated April 4, 2017, as amended on June 22, 2023 (incorporated by reference Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q, filed on August 10, 2023).
3.2	Amended and Restated Bylaws, dated July 6, 2023 (incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K, filed on June 22, 2023).
10.1	Senior Secured Credit Agreement, dated January 12, 2024, between Blue Owl Capital Corporation II, as Borrower, the Lenders and Issuing Banks party thereto, and Sumitomo Mitsui Banking Corporation, as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on January 18, 2024).
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.
101.INS	Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

_____________________

*    Filed herewith.

**    Furnished herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

	Blue Owl Capital Corporation II
Date: May 10, 2024	By:	/s/ Craig W. Packer
		Craig W. Packer
		Chief Executive Officer
Date: May 10, 2024	By:	/s/ Jonathan Lamm
		Jonathan Lamm
		Chief Financial Officer

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