UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________________________

FORM 10-Q

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

For the quarter ended June 30, 2023

OR

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

Commission File Number 000-56173

______________________________________________

BLUE OWL CAPITAL CORPORATION III

(Exact name of Registrant as specified in its Charter)

Maryland	84-4493477
(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 definition 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	x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

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

As of August 10, 2023 the registrant had 122,264,641 shares of common stock, $0.01 par value per share, outstanding.

i

Table of Contents

		Page
PART I	CONSOLIDATED FINANCIAL INFORMATION
Item 1.	Consolidated Financial Statements	2
	Consolidated Statements of Assets and Liabilities as of June 30, 2023 (Unaudited) and December 31, 2022	2
	Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2023 and 2022 (Unaudited)	3
	Consolidated Schedules of Investments as of June 30, 2023 (Unaudited) and December 31, 2022	4
	Consolidated Statements of Changes in Net Assets for the Three and Six Months Ended June 30, 2023 and 2022 (Unaudited)	54
	Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2023 and 2022 (Unaudited)	55
	Notes to Consolidated Financial Statements (Unaudited)	56
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	91
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	130
Item 4.	Controls and Procedures	132
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	133
Item 1A.	Risk Factors	133
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	133
Item 3.	Defaults Upon Senior Securities	133
Item 4.	Mine Safety Disclosures	133
Item 5.	Other Information	133
Item 6.	Exhibits	134
Signatures

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 III (the “Company,” “we” or “our”), our current and prospective portfolio investments, our industry, our beliefs and opinions, and our assumptions. Words such as “anticipates,” “expects,” “intends,” “plans,” “will,” “may,” “continue,” “believes,” “seeks,” “estimates,” “would,” “could,” “should,” “targets,” “projects,” “outlook,” “potential,” “predicts” and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including without limitation:

•an economic downturn could impair our portfolio companies’ ability to continue to operate, which could lead to the loss of some or all of our investments in such portfolio companies;

•an economic downturn could disproportionately impact the companies that we intend to target for investment, potentially causing us to experience a decrease in investment opportunities and diminished demand for capital from these companies;

•the impact of rising interest rates, elevated inflation rates, ongoing supply chain and labor market disruptions, instability in the U.S. and international banking systems, and the risk of recession on 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;

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

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

•our future operating results;

•our contractual arrangements and relationships with third parties;

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

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

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

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

•the adequacy of our financing sources and working capital;

•the loss of key personnel;

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

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

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

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

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

•the impact of information technology system failures, data security breaches, data privacy compliance, network disruptions, and cybersecurity attacks;

•the effect of legal, tax and regulatory changes;

•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 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, 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 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”).

1

PART I. CONSOLIDATED FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

Blue Owl Capital Corporation III

Consolidated Statements of Assets and Liabilities

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

	June 30, 2023 (Unaudited)		December 31, 2022
Assets
Investments at fair value
Non-controlled, non-affiliated investments (amortized cost of $3,477,418 and $3,463,668, respectively)	$	3,478,152	$	3,437,381
Non-controlled, affiliated investments (amortized cost of $64,784 and $29,418, respectively)	64,374		29,384
Total investments at fair value (amortized cost of $3,542,202 and $3,493,086, respectively)	3,542,526		3,466,765
Cash	72,319		60,053
Interest receivable	26,171		21,966
Prepaid expenses and other assets	3,921		3,955
Total Assets	$	3,644,937	$	3,552,739
Liabilities
Debt (net of unamortized debt issuance costs of $19,455 and $21,092, respectively)	$	1,683,646	$	1,660,310
Distribution payable	59,054		50,425
Management fee payable	4,463		4,173
Payables to affiliates	1,486		1,926
Accrued expenses and other liabilities	27,756		22,024
Total Liabilities	1,776,405		1,738,858
Commitments and contingencies (Note 7)
Net Assets
Common shares $0.01 par value, 500,000,000 shares authorized; 122,264,641 and 120,693,049 shares issued and outstanding, respectively	1,223		1,207
Additional paid-in-capital	1,822,393		1,798,712
Accumulated undistributed (overdistributed) earnings	44,916		13,962
Total Net Assets	1,868,532		1,813,881
Total Liabilities and Net Assets	$	3,644,937	$	3,552,739
Net Asset Value Per Share	$	15.28	$	15.03

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

2

Blue Owl Capital Corporation III

Consolidated Statements of Operations

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

(Unaudited)

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2023		2022		2023		2022
Investment Income
Investment income from non-controlled, non-affiliated investments:
Interest income (excluding payment-in-kind (“PIK”) interest income)	$	84,665	$	48,036	$	164,025	$	94,535
PIK interest income	12,389		7,455		24,872		14,084
Dividend income	6,395		2,188		11,374		4,651
Other income	2,246		885		3,305		1,549
Total investment income from non-controlled, non-affiliated investments	105,695		58,564		203,576		114,819
Investment income from non-controlled, affiliated investments:
Interest income (excluding payment-in-kind (“PIK”) interest income)	—		—		—		—
PIK interest income	—		—		—		—
Dividend income	495		—		495		—
Other income	—		—		—		—
Total investment income from non-controlled, affiliated investments	495		—		495		—
Total Investment Income	106,190		58,564		204,071		114,819
Expenses
Interest expense	29,713		11,478		58,252		20,818
Management fee	4,463		3,713		8,856		7,376
Professional fees	1,316		955		2,575		1,954
Directors' fees	197		282		393		593
Other general and administrative	640		613		1,371		1,212
Total Expenses	36,329		17,041		71,447		31,953
Net Investment Income (Loss) Before Taxes	69,861		41,523		132,624		82,866
Income tax expense (benefit), including excise tax expense (benefit)	209		126		1,393		539
Net Investment Income (Loss) After Taxes	$	69,652	$	41,397	$	131,231	$	82,327
Net Realized and Change in Unrealized Gain (Loss)
Net change in unrealized gain (loss):
Non-controlled, non-affiliated investments	$	172	$	(45,847)	$	23,971	$	(61,347)
Non-controlled, affiliated investments	(402)		—		(376)		—
Translation of assets and liabilities in foreign currencies	115		(85)		167		(92)
Income tax (provision) benefit	—		—		(1)		—
Total Net Change in Unrealized Gain (Loss)	(115)		(45,932)		23,761		(61,439)
Net realized gain (loss):
Non-controlled, non-affiliated investments	$	33	$	6	$	(11,465)	$	875
Foreign currency transactions	(40)		(4)		(21)		11
Total Net Realized Gain (Loss)	(7)		2		(11,486)		886
Total Net Realized and Change in Unrealized Gain (Loss)	(122)		(45,930)		12,275		(60,553)
Net Increase (Decrease) in Net Assets Resulting from Operations	$	69,530	$	(4,533)	$	143,506	$	21,774
Earnings (Loss) Per Share - Basic and Diluted	$	0.57	$	(0.04)	$	1.18	$	0.19
Weighted Average Shares Outstanding - Basic and Diluted	121,873,455		112,765,115		121,539,291		111,929,620

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

3

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of June 30, 2023

(Amounts in thousands, except share amounts)

(Unaudited)

Company(1)(2)(26)	Investment	Interest		Maturity Date	Par / Units		Amortized Cost(3)(4)		Fair Value		Percentage of Net Assets
Non-controlled/non-affiliated portfolio company investments
Debt Investments
Advertising and media
Global Music Rights, LLC(5)(11)(21)	First lien senior secured loan	SR +	5.75%	8/2028	$	83,109	$	81,799	$	83,104	4.4	%
Global Music Rights, LLC(5)(16)(17)(21)	First lien senior secured revolving loan	SR +	5.75%	8/2027	—		(104)		—		—	%
Circana Group, L.P. (fka The NPD Group, L.P.)(5)(10)(21)	First lien senior secured loan	SR +	6.25% (2.75% PIK)	12/2028	23,936		23,503		23,637		1.3	%
Circana Group, L.P. (fka The NPD Group, L.P.)(5)(10)(16)(21)	First lien senior secured revolving loan	SR +	5.75%	12/2027	121		96		102		—	%
					107,166		105,294		106,843		5.7	%
Aerospace and defense
Peraton Corp.(5)(11)(20)(21)	Second lien senior secured loan	SR +	7.75%	2/2029	14,562		14,392		14,089		0.8	%
					14,562		14,392		14,089		0.8	%
Asset based lending and fund finance
Hg Genesis 8 Sumoco Limited(5)(13)(19)(21)	Unsecured facility	SA +	6.00% PIK	8/2025	21,414		22,186		21,414		1.1	%
Hg Genesis 9 Sumoco Limited(5)(14)(19)(21)	Unsecured facility	E +	7.00% PIK	3/2027	1,088		1,093		1,089		0.1	%
Hg Saturn LuchaCo Limited(5)(13)(19)(21)	Unsecured facility	SA +	7.50% PIK	3/2026	25,346		26,991		25,092		1.3	%
					47,848		50,270		47,595		2.5	%
Automotive
Spotless Brands, LLC (5)(11)(21)	First lien senior secured loan	SR +	6.50%	7/2028	40,561		39,845		40,155		2.2	%
Spotless Brands, LLC (5)(11)(21)	First lien senior secured delayed draw term loan A	SR +	6.50%	7/2028	4,409		4,332		4,365		0.2	%
Spotless Brands, LLC (5)(11)(21)	First lien senior secured delayed draw term loan B	SR +	6.50%	7/2028	3,272		3,215		3,239		0.2	%

4

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of June 30, 2023

(Amounts in thousands, except share amounts)

(Unaudited)

Company(1)(2)(26)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
Spotless Brands, LLC (5)(16)(17)	First lien senior secured revolving loan	SR +	6.50%	7/2028	—	(22)	(13)	—	%
					48,242	47,370	47,746	2.6	%
Buildings and real estate
Associations, Inc.(5)(11)(21)	First lien senior secured loan	SR +	6.50% (2.50% PIK)	7/2027	83,421	82,602	82,795	4.4	%
Associations, Inc.(5)(11)(16)(18)(21)	First lien senior secured delayed draw term loan	SR +	6.50% (2.50% PIK)	6/2024	211	209	209	—	%
Associations, Inc.(5)(16)(17)(21)	First lien senior secured revolving loan	SR +	6.50%	7/2027	—	(47)	(40)	—	%
RealPage, Inc.(5)(10)(20)(21)	Second lien senior secured loan	SR +	6.50%	4/2029	6,500	6,423	6,278	0.3	%
					90,132	89,187	89,242	4.7	%
Business services
Denali Buyerco, LLC (dba Summit Companies)(5)(7)(21)	First lien senior secured loan	L +	5.75%	9/2028	51,479	51,093	51,222	2.7	%
Denali Buyerco, LLC (dba Summit Companies)(5)(7)(21)	First lien senior secured delayed draw term loan	L +	5.75%	9/2028	20,072	19,866	19,971	1.1	%
Denali Buyerco, LLC (dba Summit Companies)(5)(16)(17)(21)	First lien senior secured revolving loan	L +	5.75%	9/2027	—	(43)	(30)	—	%
Diamondback Acquisition, Inc. (dba Sphera)(5)(10)(21)	First lien senior secured loan	SR +	5.50%	9/2028	47,108	46,362	46,402	2.5	%
Diamondback Acquisition, Inc. (dba Sphera)(5)(16)(17)(18)(21)	First lien senior secured delayed draw term loan	SR +	5.50%	9/2023	—	(71)	(48)	—	%
Entertainment Benefits Group, LLC(5)(10)(21)	First lien senior secured loan	SR +	4.75%	5/2028	858	851	858	—	%
Entertainment Benefits Group, LLC(5)(10)(16)(21)	First lien senior secured revolving loan	SR +	4.75%	4/2027	22	21	22	—	%
Gainsight, Inc.(5)(7)(21)	First lien senior secured loan	L +	6.75% PIK	7/2027	5,828	5,764	5,770	0.3	%
Gainsight, Inc.(5)(10)(16)(21)	First lien senior secured revolving loan	SR +	6.75% PIK	7/2027	623	612	614	—	%

5

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of June 30, 2023

(Amounts in thousands, except share amounts)

(Unaudited)

Company(1)(2)(26)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
Hercules Borrower, LLC (dba The Vincit Group)(5)(11)(21)	First lien senior secured loan	SR +	6.25%	12/2026	36,163	35,818	36,163	1.9	%
Hercules Borrower, LLC (dba The Vincit Group)(5)(11)(21)	First lien senior secured loan	SR +	5.50%	12/2026	398	395	395	—	%
Hercules Borrower, LLC (dba The Vincit Group)(5)(11)(16)(18)(21)	First lien senior secured delayed draw term loan	SR +	5.50%	9/2023	2,378	2,360	2,360	0.1	%
Hercules Borrower, LLC (dba The Vincit Group)(5)(11)(16)(21)	First lien senior secured revolving loan	SR +	6.25%	12/2026	458	421	458	—	%
Hercules Buyer, LLC (dba The Vincit Group)(21)(22)(25)	Unsecured notes		0.48% PIK	12/2029	1,060	1,060	1,187	—	%
Kaseya Inc.(5)(10)(21)	First lien senior secured loan	SR +	6.25% (2.50% PIK)	6/2029	8,028	7,885	8,008	0.4	%
Kaseya Inc.(5)(10)(16)(18)(21)	First lien senior secured delayed draw term loan	SR +	6.25% (2.50% PIK)	6/2024	30	25	30	—	%
Kaseya Inc.(5)(10)(16)(21)	First lien senior secured revolving loan	SR +	6.25% (2.50% PIK)	6/2029	121	113	120	—	%
KPSKY Acquisition, Inc. (dba BluSky)(5)(11)(21)	First lien senior secured loan	SR +	5.50%	10/2028	35,269	34,701	34,740	1.9	%
KPSKY Acquisition, Inc. (dba BluSky)(5)(11)(21)	First lien senior secured delayed draw term loan	SR +	5.50%	10/2028	4,042	3,979	3,981	0.2	%
					213,937	211,212	212,223	11.1	%
Chemicals
Aruba Investments Holdings, LLC (dba Angus Chemical Company)(5)(6)(21)	Second lien senior secured loan	L +	7.75%	11/2028	6,500	6,427	5,720	0.3	%
Gaylord Chemical Company, L.L.C.(5)(11)(21)	First lien senior secured loan	SR +	6.00%	3/2027	67,292	66,807	67,292	3.6	%
Gaylord Chemical Company, L.L.C.(5)(16)(17)(21)	First lien senior secured revolving loan	SR +	6.00%	3/2026	—	(23)	—	—	%
Velocity HoldCo III Inc. (dba VelocityEHS)(5)(11)(21)	First lien senior secured loan	SR +	5.75%	4/2027	6,009	5,916	6,009	0.3	%

6

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of June 30, 2023

(Amounts in thousands, except share amounts)

(Unaudited)

Company(1)(2)(26)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
Velocity HoldCo III Inc. (dba VelocityEHS)(5)(10)(16)(21)	First lien senior secured revolving loan	SR +	5.75%	4/2026	245	241	245	—	%
					80,046	79,368	79,266	4.2	%
Consumer products
ConAir Holdings LLC(5)(7)(21)	Second lien senior secured loan	L +	7.50%	5/2029	45,000	44,414	42,300	2.3	%
Foundation Consumer Brands, LLC(5)(11)(21)	First lien senior secured loan	SR +	6.25%	2/2027	3,340	3,341	3,340	0.2	%
Foundation Consumer Brands, LLC(5)(11)(21)	First lien senior secured loan	SR +	6.25%	2/2027	5,000	4,850	5,000	0.3	%
Lignetics Investment Corp.(5)(11)(21)	First lien senior secured loan	SR +	6.00%	11/2027	50,216	49,732	49,588	2.7	%
Lignetics Investment Corp.(5)(11)(21)	First lien senior secured delayed draw term loan	SR +	6.00%	11/2027	6,357	6,299	6,277	0.3	%
Lignetics Investment Corp.(5)(12)(16)(21)	First lien senior secured revolving loan	SR +	6.00%	10/2026	7,392	7,328	7,297	0.4	%
SWK BUYER, Inc. (dba Stonewall Kitchen)(5)(12)(21)	First lien senior secured loan	SR +	5.25%	3/2029	747	734	717	—	%
SWK BUYER, Inc. (dba Stonewall Kitchen)(5)(21)	First lien senior secured delayed draw term loan	SR +	5.25%	3/2029	—	—	—	—	%
SWK BUYER, Inc. (dba Stonewall Kitchen)(5)(12)(16)(21)	First lien senior secured revolving loan	SR +	5.25%	3/2029	65	64	62	—	%
					118,117	116,762	114,581	6.2	%
Containers and packaging
Ascend Buyer, LLC (dba PPC Flexible Packaging)(5)(11)(21)	First lien senior secured loan	SR +	6.40%	10/2028	49,453	49,057	49,453	2.6	%
Ascend Buyer, LLC (dba PPC Flexible Packaging)(5)(11)(21)	First lien senior secured loan	SR +	6.40%	10/2028	14,888	14,616	14,888	0.8	%
Ascend Buyer, LLC (dba PPC Flexible Packaging)(5)(16)(17)(21)	First lien senior secured revolving loan	SR +	6.40%	9/2027	—	(36)	—	—	%
Fortis Solutions Group, LLC(5)(11)(21)	First lien senior secured loan	SR +	5.50%	10/2028	31,318	30,817	30,614	1.6	%
Fortis Solutions Group, LLC(5)(11)(21)	First lien senior secured delayed draw term loan	SR +	5.50%	10/2028	89	87	87	—	%

7

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of June 30, 2023

(Amounts in thousands, except share amounts)

(Unaudited)

Company(1)(2)(26)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
Fortis Solutions Group, LLC(5)(11)(16)(21)	First lien senior secured revolving loan	SR +	5.50%	10/2027	420	375	349	—	%
Indigo Buyer, Inc. (dba Inovar Packaging Group)(5)(11)(21)	First lien senior secured loan	SR +	6.25%	5/2028	644	638	644	—	%
Indigo Buyer, Inc. (dba Inovar Packaging Group)(5)(11)(21)	First lien senior secured delayed draw term loan	SR +	6.25%	5/2028	249	246	249	—	%
Indigo Buyer, Inc. (dba Inovar Packaging Group)(5)(11)(16)(21)	First lien senior secured revolving loan	SR +	6.25%	5/2028	17	16	17	—	%
Pregis Topco LLC(5)(10)(21)	Second lien senior secured loan	SR +	6.75%	8/2029	30,000	30,000	29,850	1.6	%
Pregis Topco LLC(5)(10)(21)	Second lien senior secured loan	SR +	7.75%	8/2029	2,500	2,500	2,500	0.1	%
					129,578	128,316	128,651	6.7	%
Distribution
ABB/Con-cise Optical Group LLC(5)(11)(21)	First lien senior secured loan	SR +	7.50%	2/2028	848	838	829	—	%
ABB/Con-cise Optical Group LLC(5)(21)	First lien senior secured revolving loan	SR +	7.50%	2/2028	—	—	—	—	%
Aramsco, Inc.(5)(10)(21)	First lien senior secured loan	SR +	5.75%	8/2025	3,256	3,243	3,256	0.2	%
Aramsco, Inc.(5)(10)(21)	First lien senior secured delayed draw term loan	SR +	5.75%	8/2025	469	467	469	—	%
Aramsco, Inc.(5)(10)(16)(18)(21)	First lien senior secured delayed draw term loan	SR +	5.75%	4/2024	290	281	290	—	%
Aramsco, Inc.(5)(10)(21)	First lien senior secured loan	SR +	5.75%	8/2025	323	317	323	—	%
Aramsco, Inc.(5)(16)(17)(21)	First lien senior secured revolving loan	SR +	5.75%	8/2025	—	(2)	—	—	%
BradyIFS Holdings, LLC (fka Individual Foodservice Holdings, LLC)(5)(11)(21)	First lien senior secured loan	SR +	6.25%	11/2025	57,981	57,550	57,981	3.1	%
BradyIFS Holdings, LLC (fka Individual Foodservice Holdings, LLC)(5)(11)(16)(21)	First lien senior secured revolving loan	SR +	6.25%	11/2024	264	250	264	—	%
					63,431	62,944	63,412	3.3	%
Education

8

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of June 30, 2023

(Amounts in thousands, except share amounts)

(Unaudited)

Company(1)(2)(26)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
Pluralsight, LLC(5)(11)(21)	First lien senior secured loan	SR +	8.00%	4/2027	20,640	20,490	20,331	1.1	%
Pluralsight, LLC(5)(11)(16)(21)	First lien senior secured revolving loan	SR +	8.00%	4/2027	647	639	628	—	%
					21,287	21,129	20,959	1.1	%
Financial services
Adenza Group, Inc.(5)(10)(21)	First lien senior secured loan	SR +	5.75%	12/2027	45,296	44,906	45,296	2.4	%
Adenza Group, Inc.(5)(16)(17)(18)(21)	First lien senior secured delayed draw term loan	SR +	5.75%	7/2023	—	(6)	—	—	%
Adenza Group, Inc.(5)(16)(17)(21)	First lien senior secured revolving loan	SR +	5.75%	12/2025	—	(26)	—	—	%
Muine Gall, LLC(5)(12)(19)(21)(27)	First lien senior secured loan	SR +	7.00% PIK	9/2026	45,042	45,321	44,704	2.4	%
NMI Acquisitionco, Inc. (dba Network Merchants)(5)(10)(21)	First lien senior secured loan	SR +	5.75%	9/2025	8,431	8,388	8,368	0.4	%
NMI Acquisitionco, Inc. (dba Network Merchants)(5)(10)(16)(18)(21)	First lien senior secured delayed draw term loan	SR +	5.75%	10/2023	1,989	1,967	1,974	0.1	%
NMI Acquisitionco, Inc. (dba Network Merchants)(5)(16)(17)(21)	First lien senior secured revolving loan	SR +	5.75%	9/2025	—	(5)	(4)	—	%
Smarsh Inc.(5)(12)(21)	First lien senior secured loan	SR +	6.50%	2/2029	762	755	758	—	%
Smarsh Inc.(5)(12)(16)(18)(21)	First lien senior secured delayed draw term loan	SR +	6.50%	2/2024	95	94	95	—	%
Smarsh Inc.(5)(16)(21)	First lien senior secured revolving loan	SR +	6.50%	2/2029	—	—	—	—	%
					101,615	101,394	101,191	5.3	%
Food and beverage
Balrog Acquisition, Inc. (dba BakeMark)(5)(11)(21)	Second lien senior secured loan	SR +	7.00%	9/2029	6,000	5,958	5,940	0.3	%
BP Veraison Buyer, LLC (dba Sun World)(5)(11)(21)	First lien senior secured loan	SR +	5.50%	5/2027	34,962	34,663	34,787	1.9	%
BP Veraison Buyer, LLC (dba Sun World)(5)(21)	First lien senior secured delayed draw term loan	SR +	5.50%	5/2027	—	—	—	—	%
BP Veraison Buyer, LLC (dba Sun World)(5)(16)(17)(21)	First lien senior secured revolving loan	SR +	5.50%	5/2027	—	(36)	(22)	—	%

9

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of June 30, 2023

(Amounts in thousands, except share amounts)

(Unaudited)

Company(1)(2)(26)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
CFS Brands, LLC(5)(10)(21)	First lien senior secured loan	SR +	3.00%	3/2025	2,204	2,157	2,082	0.1	%
Hissho Sushi Merger Sub LLC(5)(11)(21)	First lien senior secured loan	SR +	5.50%	5/2028	897	889	897	—	%
Hissho Sushi Merger Sub LLC(5)(11)(16)(21)	First lien senior secured revolving loan	SR +	5.50%	5/2028	5	4	5	—	%
Innovation Ventures HoldCo, LLC (dba 5 Hour Energy)(5)(10)(21)	First lien senior secured loan	SR +	6.25%	3/2027	37,000	36,458	36,354	1.9	%
KBP Brands, LLC(5)(11)(21)	First lien senior secured loan	SR +	7.00% (1.50% PIK)	5/2027	285	282	280	—	%
KBP Brands, LLC(5)(11)(16)(18)(21)	First lien senior secured delayed draw term loan	SR +	7.00% (1.50% PIK)	12/2023	652	645	640	—	%
The Better Being Co., LLC (fka Nutraceutical International Corporation)(5)(10)(21)	First lien senior secured loan	SR +	7.50% (4.00% PIK)	9/2026	10,200	10,110	8,695	0.5	%
The Better Being Co., LLC (fka Nutraceutical International Corporation)(5)(10)(21)	First lien senior secured revolving loan	SR +	7.50% (4.00% PIK)	9/2026	735	730	627	—	%
The Better Being Co., LLC (fka Nutraceutical International Corporation)(5)(10)(21)	First lien senior secured revolving loan	SR +	7.50% (4.00% PIK)	9/30/2026	12	12	10	—	%
Shearer's Foods, LLC(5)(10)(21)	Second lien senior secured loan	SR +	7.75%	9/2028	21,600	21,441	21,600	1.2	%
Ultimate Baked Goods Midco, LLC(5)(10)(21)	First lien senior secured loan	SR +	6.25%	8/2027	16,252	15,952	16,049	0.9	%
Ultimate Baked Goods Midco, LLC(5)(16)(17)(21)	First lien senior secured revolving loan	SR +	6.25%	8/2027	—	(34)	(25)	—	%
					130,804	129,231	127,919	6.8	%
Healthcare equipment and services
Confluent Medical Technologies, Inc.(5)(11)(21)	Second lien senior secured loan	SR +	6.50%	2/2030	1,000	983	983	0.1	%
CSC MKG Topco LLC. (dba Medical Knowledge Group)(5)(10)(21)	First lien senior secured loan	SR +	5.75%	2/2029	845	831	833	—	%

10

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of June 30, 2023

(Amounts in thousands, except share amounts)

(Unaudited)

Company(1)(2)(26)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
CSC MKG Topco LLC. (dba Medical Knowledge Group) (5)(11)(21)	First lien senior secured loan	SR +	5.75%	2/2029	2,970	2,884	2,925	0.2	%
Medline Borrower, LP(5)(16)(17)(21)	First lien senior secured revolving loan	SR +	3.25%	10/2026	—	(27)	(51)	—	%
Packaging Coordinators Midco, Inc.(5)(7)(21)	Second lien senior secured loan	L +	7.00%	12/2029	54,269	53,211	52,370	2.8	%
Patriot Acquisition TopCo S.A.R.L (dba Corza Health, Inc.)(5)(11)(19)(21)	First lien senior secured loan	SR +	6.75%	1/2028	37,835	37,385	37,362	2.0	%
Patriot Acquisition TopCo S.A.R.L (dba Corza Health, Inc.)(5)(16)(17)(19)(21)	First lien senior secured revolving loan	SR +	6.75%	1/2026	—	(28)	(33)	—	%
Rhea Parent, Inc.(5)(11)(21)	First lien senior secured loan	SR +	5.75%	2/2029	766	753	758	—	%
					97,685	95,992	95,147	5.1	%
Healthcare providers and services
Belmont Buyer, Inc. (dba Valenz)(5)(11)(21)	First lien senior secured loan	SR +	6.50%	6/2029	3,692	3,618	3,618	0.2	%
Belmont Buyer, Inc. (dba Valenz)(5)(16)(17)(18)(21)	First lien senior secured delayed draw term loan	SR +	6.50%	12/2024	—	(7)	(4)	—	%
Belmont Buyer, Inc. (dba Valenz)(5)(11)(16)(21)	First lien senior secured revolving loan	SR +	6.50%	6/2029	48	39	39	—	%
Covetrus Inc.(5)(11)(21)	Second lien senior secured loan	SR +	9.25%	10/2030	25,000	24,517	24,188	1.3	%
Diagnostic Services Holdings, Inc. (dba Rayus Radiology)(5)(10)(21)	First lien senior secured loan	SR +	5.50%	3/2025	2,491	2,491	2,471	0.1	%
Ex Vivo Parent Inc. (dba OB Hospitalist)(5)(11)(21)	First lien senior secured loan	SR +	9.75% PIK	9/2028	28,046	27,617	27,345	1.5	%
National Dentex Labs LLC (fka Barracuda Dental LLC)(5)(11)(21)	First lien senior secured loan	SR +	8.00% (3.00% PIK)	4/2026	17,851	17,660	17,405	0.9	%
National Dentex Labs LLC (fka Barracuda Dental LLC)(5)(11)(16)(21)	First lien senior secured revolving loan	SR +	7.00%	4/2026	1,249	1,230	1,210	0.1	%
Natural Partners, LLC(5)(11)(19)(21)	First lien senior secured loan	SR +	6.00%	11/2027	2,299	2,262	2,276	0.1	%
Natural Partners, LLC(5)(16)(17)(19)(21)	First lien senior secured revolving loan	SR +	6.00%	11/2027	—	(3)	(2)	—	%

11

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of June 30, 2023

(Amounts in thousands, except share amounts)

(Unaudited)

Company(1)(2)(26)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
OB Hospitalist Group, Inc.(5)(10)(21)	First lien senior secured loan	SR +	5.50%	9/2027	52,054	51,269	51,143	2.7	%
OB Hospitalist Group, Inc.(5)(11)(16)(21)	First lien senior secured revolving loan	SR +	5.50%	9/2027	3,014	2,918	2,895	0.2	%
Pacific BidCo Inc. (5)(11)(19)(21)	First lien senior secured loan	SR +	5.75%	8/2029	10,308	10,075	10,153	0.5	%
Pacific BidCo Inc. (5)(16)(17)(18)(19)(21)	First lien senior secured delayed draw term loan	SR +	5.75%	8/2025	—	(12)	(3)	—	%
Phoenix Newco, Inc. (dba Parexel)(5)(10)(21)	Second lien senior secured loan	SR +	6.50%	11/2029	85,000	84,279	84,363	4.5	%
Plasma Buyer LLC (dba Pathgroup)(5)(11)(21)	First lien senior secured loan	SR +	5.75%	5/2029	676	664	659	—	%
Plasma Buyer LLC (dba Pathgroup)(5)(16)(17)(18)(21)	First lien senior secured delayed draw term loan	SR +	5.75%	5/2024	—	(1)	(3)	—	%
Plasma Buyer LLC (dba Pathgroup)(5)(16)(17)(21)	First lien senior secured revolving loan	SR +	5.75%	5/2028	—	(1)	(2)	—	%
PPV Intermediate Holdings, LLC (5)(11)(21)	First lien senior secured loan	SR +	5.75%	8/2029	27,986	27,475	27,636	1.5	%
PPV Intermediate Holdings, LLC (5)(16)(17)(21)	First lien senior secured revolving loan	SR +	5.75%	8/2029	—	(35)	(25)	—	%
Quva Pharma, Inc.(5)(10)(21)	First lien senior secured loan	SR +	5.50%	4/2028	11,611	11,354	11,437	0.6	%
Quva Pharma, Inc.(5)(10)(16)(21)	First lien senior secured revolving loan	SR +	5.50%	4/2026	544	524	526	—	%
TC Holdings, LLC (dba TrialCard)(5)(12)(21)	First lien senior secured loan	SR +	5.00%	4/2027	2,210	2,192	2,210	0.1	%
TC Holdings, LLC (dba TrialCard)(5)(16)(17)(21)	First lien senior secured revolving loan	SR +	5.00%	4/2027	—	(2)	—	—	%
Tivity Health, Inc(5)(11)(21)	First lien senior secured loan	SR +	6.00%	6/2029	993	970	985	0.1	%
Unified Women's Healthcare, LP(5)(10)(21)	First lien senior secured loan	SR +	5.25%	6/2029	903	897	903	—	%
Unified Women's Healthcare, LP(5)(16)(18)(21)	First lien senior secured delayed draw term loan	SR +	5.25%	6/2024	—	—	—	—	%
Unified Women's Healthcare, LP(5)(16)(17)(21)	First lien senior secured revolving loan	SR +	5.25%	6/2029	—	(1)	—	—	%
Vermont Aus Pty Ltd(5)(11)(19)(21)	First lien senior secured loan	SR +	5.50%	3/2028	988	967	973	0.1	%

12

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of June 30, 2023

(Amounts in thousands, except share amounts)

(Unaudited)

Company(1)(2)(26)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
					276,963	272,956	272,396	14.5	%
Healthcare technology
BCPE Osprey Buyer, Inc. (dba PartsSource)(5)(7)(21)	First lien senior secured loan	L +	5.75%	8/2028	53,496	52,822	52,560	2.8	%
BCPE Osprey Buyer, Inc. (dba PartsSource)(5)(16)(17)(18)(21)	First lien senior secured delayed draw term loan	L +	5.75%	8/2023	—	(55)	(83)	—	%
BCPE Osprey Buyer, Inc. (dba PartsSource)(5)(7)(16)(21)	First lien senior secured revolving loan	L +	5.75%	8/2026	2,133	2,071	2,034	0.1	%
Datix Bidco Limited (dba RLDatix)(5)(13)(19)(21)	First lien senior secured GBP term loan	SA +	4.50%	4/2025	405	433	401	—	%
Datix Bidco Limited (dba RLDatix)(5)(13)(19)(21)	Second lien senior secured GBP term loan	SA +	7.75%	4/2026	2,119	2,263	2,103	0.1	%
Engage Debtco Limited (5)(11)(19)(21)	First lien senior secured loan	SR +	5.90%	7/2029	1,000	978	983	0.1	%
GI Ranger Intermediate, LLC (dba Rectangle Health)(5)(11)(21)	First lien senior secured loan	SR +	5.75%	10/2028	20,712	20,378	20,349	1.1	%
GI Ranger Intermediate, LLC (dba Rectangle Health)(5)(11)(16)(21)	First lien senior secured revolving loan	SR +	5.75%	10/2027	669	645	640	—	%
Imprivata, Inc.(5)(10)(21)	Second lien senior secured loan	SR +	6.25%	12/2028	882	874	869	—	%
Intelerad Medical Systems Incorporated(5)(11)(19)(21)	First lien senior secured loan	SR +	6.50%	8/2026	44,395	44,001	43,840	2.3	%
Intelerad Medical Systems Incorporated(5)(11)(16)(19)(21)	First lien senior secured revolving loan	SR +	6.50%	8/2026	1,334	1,314	1,296	0.1	%
Interoperability Bidco, Inc. (dba Lyniate)(5)(11)(21)	First lien senior secured loan	SR +	7.00%	12/2026	4,723	4,700	4,675	0.3	%
Interoperability Bidco, Inc. (dba Lyniate)(5)(11)(16)(18)(21)	First lien senior secured revolving loan	SR +	7.00%	12/2024	113	110	109	—	%
Ocala Bidco, Inc.(5)(7)(21)	First lien senior secured loan	L +	6.25% (2.75% PIK)	11/2028	52,676	51,651	51,754	2.8	%
Ocala Bidco, Inc.(5)(16)(17)(18)(21)	First lien senior secured delayed draw term loan	L +	5.75%	5/2024	—	(52)	(27)	—	%

13

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of June 30, 2023

(Amounts in thousands, except share amounts)

(Unaudited)

Company(1)(2)(26)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
Ocala Bidco, Inc.(5)(11)(21)	Second lien senior secured loan	SR +	10.50% PIK	11/2033	29,356	28,904	29,062	1.6	%
RL Datix Holdings (USA), Inc.(5)(12)(19)(21)	First lien senior secured loan	SR +	4.50%	4/2025	11,900	11,758	11,781	0.6	%
RL Datix Holdings (USA), Inc.(5)(12)(16)(19)(21)	First lien senior secured revolving loan	SR +	4.50%	10/2024	1,668	1,631	1,638	0.1	%
RL Datix Holdings (USA), Inc.(5)(12)(19)(21)	Second lien senior secured loan	SR +	7.75%	4/2026	5,000	4,924	4,963	0.3	%
RL Datix Holdings (USA), Inc.(5)(12)(19)(21)	Second lien senior secured loan	SR +	7.75%	4/2026	1,167	1,146	1,158	0.1	%
					233,748	230,496	230,105	12.4	%
Household products
Aptive Environmental, LLC(21)(25)	First lien senior secured loan		12.00% (6.00% PIK)	1/2026	3,150	2,725	2,969	0.2	%
Mario Midco Holdings, Inc. (dba Len the Plumber)(5)(10)(21)	Unsecured facility	SR +	10.75% PIK	4/2032	1,765	1,723	1,752	0.1	%
Mario Purchaser, LLC (dba Len the Plumber)(5)(10)(21)	First lien senior secured loan	SR +	5.75%	4/2029	5,191	5,100	5,165	0.3	%
Mario Purchaser, LLC (dba Len the Plumber)(5)(10)(16)(18)(21)	First lien senior secured delayed draw term loan	SR +	5.75%	4/2024	1,263	1,229	1,257	0.1	%
Mario Purchaser, LLC (dba Len the Plumber)(5)(16)(17)(21)	First lien senior secured revolving loan	SR +	5.75%	4/2028	—	(9)	(3)	—	%
Simplisafe Holding Corporation(5)(10)(21)	First lien senior secured loan	SR +	6.25%	5/2028	2,037	2,003	2,022	0.1	%
Simplisafe Holding Corporation(5)(16)(17)(18)(21)	First lien senior secured delayed draw term loan	SR +	6.25%	5/2024	—	(2)	—	—	%
					13,406	12,769	13,162	0.8	%
Human resource support services
Cornerstone OnDemand, Inc.(5)(11)(21)	Second lien senior secured loan	SR +	6.50%	10/2029	44,583	44,022	41,908	2.2	%
IG Investments Holdings, LLC (dba Insight Global)(5)(11)(21)	First lien senior secured loan	SR +	6.00%	9/2028	68,363	67,274	67,851	3.6	%

14

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of June 30, 2023

(Amounts in thousands, except share amounts)

(Unaudited)

Company(1)(2)(26)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
IG Investments Holdings, LLC (dba Insight Global)(5)(16)(17)(21)	First lien senior secured revolving loan	SR +	6.00%	9/2027	—	(76)	(41)	—	%
					112,946	111,220	109,718	5.8	%
Infrastructure and environmental services
Tamarack Intermediate, L.L.C. (dba Verisk 3E)(5)(11)(21)	First lien senior secured loan	SR +	5.25%	3/2028	678	667	670	—	%
Tamarack Intermediate, L.L.C. (dba Verisk 3E)(5)(11)(16)(21)	First lien senior secured revolving loan	SR +	5.25%	3/2028	19	17	17	—	%
					697	684	687	—	%
Insurance
Alera Group, Inc.(5)(10)(21)	First lien senior secured loan	SR +	6.00%	10/2028	88,433	86,857	88,433	4.8	%
AmeriLife Holdings LLC (5)(12)(21)	First lien senior secured loan	SR +	5.75%	8/2029	7,236	7,104	7,164	0.4	%
AmeriLife Holdings LLC (5)(12)(16)(18)(21)	First lien senior secured delayed draw term loan	SR +	5.75%	9/2024	1,206	1,179	1,194	0.1	%
AmeriLife Holdings LLC (5)(12)(16)(21)	First lien senior secured revolving loan	SR +	5.75%	8/2028	152	136	142	—	%
Ardonagh Midco 2 Plc(19)(20)(21)(25)	Unsecured notes		11.50%	1/2027	256	255	236	—	%
Ardonagh Midco 3 Plc(5)(13)(19)(21)	First lien senior secured GBP term loan	SA +	7.25%	7/2026	2,370	2,309	2,369	0.1	%
Ardonagh Midco 3 Plc(5)(15)(19)(21)	First lien senior secured EUR term loan	E +	7.25%	7/2026	214	217	214	—	%
Ardonagh Midco 3 Plc(5)(12)(19)(21)	First lien senior secured USD term loan	SR +	6.00%	7/2026	576	568	573	—	%
Ardonagh Midco 3 Plc(5)(15)(19)(21)	First lien senior secured GBP delayed draw term loan	E +	5.75%	7/2026	223	237	222	—	%
Ardonagh Midco 3 Plc(5)(15)(19)(21)	First lien senior secured EUR delayed draw term loan	E +	6.75%	7/2026	13,965	12,486	13,930	0.7	%
Asurion, LLC(5)(10)(20)(21)	Second lien senior secured loan	SR +	5.25%	1/2028	5,000	5,000	4,241	0.2	%
Asurion, LLC(5)(10)(20)(21)	Second lien senior secured loan	SR +	5.25%	1/2029	15,000	14,882	12,545	0.7	%

15

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of June 30, 2023

(Amounts in thousands, except share amounts)

(Unaudited)

Company(1)(2)(26)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
Brightway Holdings, LLC(5)(11)(21)	First lien senior secured loan	SR +	6.50%	12/2027	17,671	17,496	17,318	0.9	%
Brightway Holdings, LLC(5)(11)(16)(21)	First lien senior secured revolving loan	SR +	6.50%	12/2027	1,053	1,033	1,011	0.1	%
Evolution BuyerCo, Inc. (dba SIAA)(5)(11)(21)	First lien senior secured loan	SR +	6.25%	4/2028	29,356	29,044	29,062	1.6	%
Evolution BuyerCo, Inc. (dba SIAA)(5)(16)(17)(21)	First lien senior secured revolving loan	SR +	6.25%	4/2027	—	(20)	(22)	—	%
KUSRP Intermediate, Inc. (dba U.S. Retirement and Benefits Partners)(5)(10)(21)	First lien senior secured loan	SR +	10.50% PIK	7/2030	13,022	12,857	12,957	0.7	%
Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services)(5)(10)(21)	First lien senior secured loan	SR +	6.00%	11/2028	33,809	33,537	33,809	1.8	%
Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services)(5)(16)(17)(21)	First lien senior secured revolving loan	SR +	6.00%	11/2027	—	(11)	—	—	%
PCF Midco II, LLC (dba PCF Insurance Services)(21)(25)	First lien senior secured loan		9.00% PIK	10/2031	37,328	34,594	34,249	1.8	%
TEMPO BUYER CORP. (dba Global Claims Services)(5)(11)(21)	First lien senior secured loan	SR +	5.50%	8/2028	35,976	35,410	35,436	1.9	%
TEMPO BUYER CORP. (dba Global Claims Services)(5)(16)(17)(18)(21)	First lien senior secured delayed draw term loan	SR +	5.50%	8/2023	—	(76)	(52)	—	%
TEMPO BUYER CORP. (dba Global Claims Services)(5)(9)(16)(21)	First lien senior secured revolving loan	P +	4.25%	8/2027	1,960	1,889	1,883	0.1	%
USRP Holdings, Inc. (dba U.S. Retirement and Benefits Partners)(5)(11)(21)	First lien senior secured loan	SR +	5.75%	7/2027	14,829	14,612	14,680	0.8	%
USRP Holdings, Inc. (dba U.S. Retirement and Benefits Partners)(5)(16)(17)(21)	First lien senior secured revolving loan	SR +	5.75%	7/2027	—	(15)	(11)	—	%
					319,635	311,580	311,583	16.7	%
Internet software and services
Anaplan, Inc.(5)(10)(21)	First lien senior secured loan	SR +	6.50%	6/2029	27,016	26,775	27,016	1.4	%
Anaplan, Inc.(5)(16)(17)(21)	First lien senior secured revolving loan	SR +	6.50%	6/2028	—	(16)	—	—	%
Avalara, Inc.(5)(11)(21)	First lien senior secured loan	SR +	7.25%	10/2028	27,273	26,899	27,136	1.5	%

16

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of June 30, 2023

(Amounts in thousands, except share amounts)

(Unaudited)

Company(1)(2)(26)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
Avalara, Inc.(5)(16)(17)(21)	First lien senior secured revolving loan	SR +	7.25%	10/2028	—	(36)	(14)	—	%
Bayshore Intermediate #2, L.P. (dba Boomi)(5)(11)(21)	First lien senior secured loan	SR +	7.50% PIK	10/2028	22,820	22,471	22,478	1.2	%
Bayshore Intermediate #2, L.P. (dba Boomi)(5)(11)(16)(21)	First lien senior secured revolving loan	SR +	6.50%	10/2027	319	294	295	—	%
BCPE Nucleon (DE) SPV, LP(5)(8)(19)(21)	First lien senior secured loan	L +	7.00%	9/2026	40,000	39,626	40,000	2.1	%
BCTO BSI Buyer, Inc. (dba Buildertrend)(5)(11)(21)	First lien senior secured loan	SR +	8.00% (8.00% PIK)	12/2026	10,469	10,397	10,469	0.6	%
BCTO BSI Buyer, Inc. (dba Buildertrend)(5)(16)(17)(21)	First lien senior secured revolving loan	SR +	7.00%	12/2026	—	(14)	—	—	%
CivicPlus, LLC(5)(7)(21)	First lien senior secured loan	L +	6.50% (2.50% PIK)	8/2027	15,593	15,476	15,593	0.8	%
CivicPlus, LLC(5)(6)(16)(21)	First lien senior secured revolving loan	L +	6.00%	8/2027	186	179	186	—	%
CP PIK Debt Issuer, LLC (dba CivicPlus, LLC)(5)(12)(21)	Unsecured notes	SR +	11.75% PIK	6/2034	7,485	7,309	7,448	0.4	%
Coupa Holdings, LLC(5)(10)(21)	First lien senior secured loan	SR +	7.50%	2/2030	785	766	766	—	%
Coupa Holdings, LLC(5)(16)(17)(18)(21)	First lien senior secured delayed draw term loan	SR +	7.50%	8/2024	—	(1)	(1)	—	%
Coupa Holdings, LLC(5)(16)(17)(21)	First lien senior secured revolving loan	SR +	7.50%	2/2029	—	(1)	(1)	—	%
EET Buyer, Inc. (dba e-Emphasys)(5)(11)(21)	First lien senior secured loan	SR +	6.50%	11/2027	19,301	19,153	19,301	1.0	%
EET Buyer, Inc. (dba e-Emphasys)(5)(16)(17)(21)	First lien senior secured revolving loan	SR +	6.50%	11/2027	—	(14)	—	—	%
Forescout Technologies, Inc.(5)(7)(21)	First lien senior secured loan	L +	9.50% (9.50% PIK)	8/2026	45,933	45,589	46,162	2.6	%

17

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of June 30, 2023

(Amounts in thousands, except share amounts)

(Unaudited)

Company(1)(2)(26)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
Forescout Technologies, Inc.(5)(7)(21)	First lien senior secured loan	L +	9.00% (9.00% PIK)	8/2026	9,088	9,022	9,133	0.5	%
Forescout Technologies, Inc.(5)(16)(17)(18)(21)	First lien senior secured delayed draw term loan	L +	8.00%	7/2024	—	(37)	—	—	%
Forescout Technologies, Inc.(5)(16)(17)(21)	First lien senior secured revolving loan	L +	8.50%	8/2025	—	(17)	—	—	%
Catalis Intermediate, Inc. (fka GovBrands Intermediate, Inc.)(5)(11)(21)	First lien senior secured loan	SR +	5.50%	8/2027	8,221	8,070	7,727	0.4	%
Catalis Intermediate, Inc. (fka GovBrands Intermediate, Inc.)(5)(11)(16)(18)(21)	First lien senior secured delayed draw term loan	SR +	5.50%	8/2023	1,850	1,810	1,697	0.1	%
Catalis Intermediate, Inc. (fka GovBrands Intermediate, Inc.)(5)(10)(16)(21)	First lien senior secured revolving loan	SR +	5.50%	8/2027	793	778	740	—	%
Granicus, Inc.(5)(11)(21)	First lien senior secured loan	SR +	5.50%	1/2027	13,374	13,165	13,140	0.7	%
Granicus, Inc.(5)(11)(21)	First lien senior secured delayed draw term loan	SR +	6.00%	1/2027	2,516	2,482	2,472	0.1	%
Granicus, Inc.(5)(11)(16)(21)	First lien senior secured revolving loan	SR +	6.50%	1/2027	368	351	347	—	%
GS Acquisitionco, Inc. (dba insightsoftware)(5)(11)(21)	First lien senior secured loan	SR +	5.75%	5/2026	8,948	8,917	8,925	0.5	%
Hyland Software, Inc.(5)(10)(20)(21)	Second lien senior secured loan	SR +	6.25%	7/2025	6,000	5,999	5,745	0.3	%
MessageBird BidCo B.V.(5)(6)(19)(21)	First lien senior secured loan	L +	6.75%	5/2027	9,333	9,189	9,240	0.5	%
Ministry Brands Holdings, LLC. (5)(10)(21)	First lien senior secured loan	SR +	5.50%	12/2028	10,374	10,201	10,166	0.5	%
Ministry Brands Holdings, LLC. (5)(10)(16)(18)(21)	First lien senior secured delayed draw term loan	SR +	5.50%	12/2023	423	393	386	—	%
Ministry Brands Holdings, LLC. (5)(11)(16)(21)	First lien senior secured revolving loan	SR +	5.50%	12/2027	370	355	350	—	%
Proofpoint, Inc.(5)(10)(21)	Second lien senior secured loan	SR +	6.25%	8/2029	7,500	7,469	7,256	0.4	%
QAD Inc.(5)(10)(21)	First lien senior secured loan	SR +	5.38%	11/2027	45,919	45,210	45,000	2.5	%

18

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of June 30, 2023

(Amounts in thousands, except share amounts)

(Unaudited)

Company(1)(2)(26)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
QAD Inc.(5)(16)(17)(21)	First lien senior secured revolving loan	SR +	5.38%	11/2027	—	(87)	(120)	—	%
Sailpoint Technologies Holdings, Inc. (5)(10)(21)	First lien senior secured loan	SR +	6.25%	8/2029	22,820	22,381	22,535	1.2	%
Sailpoint Technologies Holdings, Inc. (5)(16)(17)(21)	First lien senior secured revolving loan	SR +	6.25%	8/2028	—	(37)	(27)	—	%
Securonix, Inc.(5)(11)(21)	First lien senior secured loan	SR +	6.50%	4/2028	847	840	818	—	%
Securonix, Inc.(5)(16)(17)(21)	First lien senior secured revolving loan	SR +	6.50%	4/2028	—	(1)	(5)	—	%
Tahoe Finco, LLC(5)(6)(19)(21)	First lien senior secured loan	L +	6.00%	9/2028	83,721	83,051	82,884	4.5	%
Tahoe Finco, LLC(5)(16)(17)(19)(21)	First lien senior secured revolving loan	L +	6.00%	10/2027	—	(45)	(63)	—	%
Thunder Purchaser, Inc. (dba Vector Solutions)(5)(11)(21)	First lien senior secured loan	SR +	5.75%	6/2028	35,643	35,372	35,377	2.0	%
Thunder Purchaser, Inc. (dba Vector Solutions)(5)(11)(16)(18)(21)	First lien senior secured delayed draw term loan	SR +	5.75%	8/2023	2,183	2,164	2,166	0.1	%
Thunder Purchaser, Inc. (dba Vector Solutions)(5)(11)(16)(21)	First lien senior secured revolving loan	SR +	5.75%	6/2027	1,807	1,792	1,791	0.1	%
When I Work, Inc.(5)(7)(21)	First lien senior secured loan	L +	7.00% PIK	11/2027	24,241	24,069	23,817	1.3	%
When I Work, Inc.(5)(16)(17)(21)	First lien senior secured revolving loan	L +	6.00%	11/2027	—	(30)	(73)	—	%
Zendesk, Inc.(5)(11)(21)	First lien senior secured loan	SR +	7.00% (3.50% PIK)	11/2028	23,633	23,093	23,220	1.2	%
Zendesk, Inc.(5)(16)(17)(18)(21)	First lien senior secured delayed draw term loan	SR +	6.50%	11/2024	—	(79)	(44)	—	%
Zendesk, Inc.(5)(16)(17)(21)	First lien senior secured revolving loan	SR +	6.50%	11/2028	—	(54)	(42)	—	%
					537,152	530,638	531,392	28.5	%
Leisure and entertainment
Troon Golf, L.L.C.(5)(11)(21)	First lien senior secured loan	SR +	5.75%	8/2027	69,704	69,449	69,356	3.7	%
Troon Golf, L.L.C.(5)(16)(17)(21)	First lien senior secured revolving loan	SR +	5.75%	8/2026	—	(17)	(27)	—	%

19

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of June 30, 2023

(Amounts in thousands, except share amounts)

(Unaudited)

Company(1)(2)(26)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
					69,704	69,432	69,329	3.7	%
Manufacturing
BCPE Watson (DE) ORML, LP (5)(12)(19)(21)(27)	First lien senior secured loan	SR +	6.50%	7/2028	5,000	4,957	4,975	0.3	%
Gloves Buyer, Inc. (dba Protective Industrial Products)(5)(10)(21)	Second lien senior secured loan	SR +	8.25%	12/2028	6,300	6,179	6,206	0.3	%
MHE Intermediate Holdings, LLC (dba OnPoint Group)(5)(11)(21)	First lien senior secured loan	SR +	6.00%	7/2027	40,353	40,060	40,151	2.2	%
MHE Intermediate Holdings, LLC (dba OnPoint Group)(5)(11)(21)	First lien senior secured loan	SR +	6.25%	7/2027	6,948	6,828	6,930	0.4	%
MHE Intermediate Holdings, LLC (dba OnPoint Group)(5)(11)(21)	First lien senior secured delayed draw term loan	SR +	6.00%	7/2027	5,275	5,236	5,248	0.3	%
MHE Intermediate Holdings, LLC (dba OnPoint Group)(5)(10)(16)(21)	First lien senior secured revolving loan	SR +	6.00%	7/2027	929	904	911	—	%
Sonny's Enterprises LLC(5)(11)(21)	First lien senior secured loan	SR +	6.75%	8/2028	51,653	51,145	50,878	2.7	%
Sonny's Enterprises LLC(5)(16)(17)(18)(21)	First lien senior secured delayed draw term loan	SR +	6.75%	11/2024	—	(9)	(10)	—	%
Sonny's Enterprises LLC(5)(16)(17)(21)	First lien senior secured revolving loan	SR +	6.75%	8/2027	—	(84)	(68)	—	%
					116,458	115,216	115,221	6.2	%
Professional services
Apex Group Treasury, LLC(5)(7)(19)(21)	Second lien senior secured loan	L +	6.75%	7/2029	11,618	11,456	11,415	0.6	%
Apex Service Partners, LLC(5)(11)(21)	First lien senior secured loan	SR +	5.50%	7/2025	989	979	987	0.1	%
Apex Service Partners, LLC(5)(16)(21)	First lien senior secured revolving loan	SR +	5.25%	7/2025	—	—	—	—	%
Apex Service Partners Intermediate 2, LLC (21)(25)	First lien senior secured loan		12.50% PIK	7/2027	22,454	22,026	22,174	1.2	%
Guidehouse Inc.(5)(10)(21)	First lien senior secured loan	SR +	6.25%	10/2028	43,798	43,447	43,579	2.4	%
Relativity ODA LLC(5)(10)(21)	First lien senior secured loan	SR +	6.50%	5/2027	17,320	17,163	17,320	0.9	%
Relativity ODA LLC(5)(16)(17)(21)	First lien senior secured revolving loan	SR +	6.50%	5/2027	—	(14)	—	—	%

20

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of June 30, 2023

(Amounts in thousands, except share amounts)

(Unaudited)

Company(1)(2)(26)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
Sensor Technology Topco, Inc. (dba Humanetics)(5)(11)(21)	First lien senior secured loan	SR +	6.50%	5/2026	17,869	17,740	17,735	0.9	%
Sensor Technology Topco, Inc. (dba Humanetics)(5)(14)(21)	First lien senior secured EUR term loan	E +	6.75%	5/2026	3,510	3,469	3,483	0.2	%
Sensor Technology Topco, Inc. (dba Humanetics)(5)(14)(16)(21)	First lien senior secured revolving loan	E +	6.75%	5/2026	323	312	311	—	%
					117,881	116,578	117,004	6.3	%
Specialty retail
Ideal Image Development, LLC (5)(10)(21)	First lien senior secured loan	SR +	6.50%	9/2027	7,746	7,612	7,088	0.4	%
Ideal Image Development, LLC (5)(10)(21)	First lien senior secured revolving loan	SR +	6.50%	9/2027	1,220	1,199	1,116	0.1	%
Milan Laser Holdings LLC(5)(10)(21)	First lien senior secured loan	SR +	5.00%	4/2027	40,641	40,363	40,641	2.2	%
Milan Laser Holdings LLC(5)(16)(17)(21)	First lien senior secured revolving loan	SR +	5.00%	4/2026	—	(20)	—	—	%
Notorious Topco, LLC (dba Beauty Industry Group)(5)(11)(21)	First lien senior secured loan	SR +	6.75%	11/2027	60,002	59,296	58,952	3.2	%
Notorious Topco, LLC (dba Beauty Industry Group)(5)(11)(16)(18)(21)	First lien senior secured delayed draw term loan	SR +	6.75%	11/2023	5,229	5,133	5,120	0.3	%
Notorious Topco, LLC (dba Beauty Industry Group)(5)(11)(16)(21)	First lien senior secured revolving loan	SR +	6.75%	5/2027	352	296	260	—	%
The Shade Store, LLC(5)(11)(21)	First lien senior secured loan	SR +	6.00%	10/2027	58,205	57,650	55,730	3.0	%
The Shade Store, LLC (5)(11)(21)	First lien senior secured loan	SR +	7.00%	10/2027	9,216	8,976	8,940	0.5	%
The Shade Store, LLC(5)(11)(16)(21)	First lien senior secured revolving loan	SR +	6.00%	10/2026	3,073	3,024	2,822	0.2	%
					185,684	183,529	180,669	9.9	%
Telecommunications
EOS U.S. Finco LLC(5)(11)(19)(21)	First lien senior secured loan	SR +	6.00%	10/8/2029	2,320	2,205	2,274	0.1	%
EOS U.S. Finco LLC(5)(16)(17)(19)(21)	First lien senior secured loan	SR +	6.00%	10/8/2029	—	(32)	—	—	%
Park Place Technologies, LLC(5)(10)(20)(21)	First lien senior secured loan	SR +	5.00%	11/2027	7,331	7,131	7,109	0.4	%
					9,651	9,304	9,383	0.5	%

21

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of June 30, 2023

(Amounts in thousands, except share amounts)

(Unaudited)

Company(1)(2)(26)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
Transportation
Motus Group, LLC(5)(10)(21)	Second lien senior secured loan	SR +	6.50%	12/2029	10,000	9,914	9,850	0.5	%
					10,000	9,914	9,850	0.5	%
Total non-controlled/non-affiliated portfolio company debt investments					3,268,375	3,227,177	3,219,363	171.9	%
Equity Investments
Automotive
CD&R Value Building Partners I, L.P. (dba Belron)(19)(21)(23)	LP Interest		N/A	N/A	32,866	32,911	35,154	1.9	%
Metis HoldCo, Inc. (dba Mavis Tire Express Services)(21)(23)(25)	Series A Convertible Preferred Stock		7.00% PIK	N/A	32,308	36,676	37,531	2.0	%
						69,587	72,685	3.9	%
Buildings and real estate
Associations Finance, Inc.(21)(23)(25)	Preferred Stock		13.50% PIK	N/A	35,000,000	36,592	37,104	2.0	%
Dodge Construction Network Holdings, L.P.(21)(23)(24)	Class A-2 Common Units		N/A	N/A	431,889	367	303	—	%
Dodge Construction Network Holdings, L.P. (5)(11)(21)(23)	Series A Preferred Units	SR +	8.25% PIK	N/A	0	9	9	—	%
						36,968	37,416	2.0	%
Business services
Denali Holding, LP (dba Summit Companies)(21)(23)(24)	Class A Units		N/A	N/A	413,725	4,214	5,699	0.3	%
Hercules Buyer LLC (dba The Vincit Group)(21)(22)(23)(24)	Common Units		N/A	N/A	450	452	503	—	%
Knockout Intermediate Holdings I Inc. (dba Kaseya)(21)(23)(25)	Perpetual Preferred Stock		11.75% PIK	N/A	6,000	6,605	6,723	0.4	%
						11,271	12,925	0.7	%
Consumer products
ASP Conair Holdings LP(21)(23)(24)	Class A Units		N/A	N/A	12,857	1,286	1,214	0.1	%
						1,286	1,214	0.1	%
Financial services

22

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of June 30, 2023

(Amounts in thousands, except share amounts)

(Unaudited)

Company(1)(2)(26)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
Amergin Asset Management, LLC (19)(21)(23)(24)	Class A Units		N/A	N/A	50,000,000	—	—	—	%
						—	—	—	%
Food and beverage
Hissho Sushi Holdings, LLC (21)(23)(24)	Class A Units		N/A	N/A	7,502	75	91	—	%
						75	91	—	%
Healthcare equipment and services
KPCI Holdings, LP(21)(23)(24)	Class A Units		N/A	N/A	6,169	6,701	7,120	0.5	%
Maia Aggregator, LP(21)(23)(24)	Class A-2 Units		N/A	N/A	112,360	112	119	—	%
Patriot Holdings SCSp (dba Corza Health, Inc.)(19)(21)(23)(25)	Class A Units		8.00% PIK	N/A	1,798	2,128	2,128	0.1	%
Patriot Holdings SCSp (dba Corza Health, Inc.)(19)(21)(23)(24)	Class B Units		N/A	N/A	24,765	75	378	—	%
Rhea Acquisition Holdings, LP(21)(23)(24)	Series A-2 Units		N/A	N/A	119,048	119	154	—	%
						9,135	9,899	0.6	%
Healthcare providers and services
KOBHG Holdings, L.P. (dba OB Hospitalist)(21)(23)(24)	Class A Interests		N/A	N/A	3,017	3,017	2,802	0.1	%
						3,017	2,802	0.1	%
Healthcare technology
Minerva Holdco, Inc.(21)(23)(25)	Series A Preferred Stock		10.75% PIK	N/A	2,000	2,283	2,144	0.1	%
						2,283	2,144	0.1	%
Household products
Evology LLC(21)(23)(24)	Class B Units		N/A	N/A	113	540	744	—	%
						540	744	—	%
Human resource support services
Sunshine Software Holdings, Inc. (dba Cornerstone OnDemand)(21)(23)(25)	Series A Preferred Stock		10.50% PIK	N/A	12,750	14,917	13,366	0.8	%
						14,917	13,366	0.8	%
Insurance

23

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of June 30, 2023

(Amounts in thousands, except share amounts)

(Unaudited)

Company(1)(2)(26)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
Accelerate Topco Holdings, LLC(21)(23)(24)	Common Units		N/A	N/A	5,129	142	150	—	%
Evolution Parent, LP (dba SIAA)(21)(23)(24)	LP Interest		N/A	N/A	8,919	892	998	0.1	%
GrowthCurve Capital Sunrise Co-Invest LP (dba Brightway)(21)(23)(24)	LP Interest		N/A	N/A	421	426	408	—	%
PCF Holdco, LLC (dba PCF Insurance Services)(21)(23)(24)	Class A Units		N/A	N/A	3,770,772	9,563	17,218	0.9	%
PCF Holdco, LLC (dba PCF Insurance Services)(16)(21)(23)(25)	Series A Preferred Units		15.00% PIK	N/A	2,386	1,764	1,804	0.1	%
PCF Holdco, LLC (dba PCF Insurance Services)(21)(23)(24)	Class A Unit Warrants		N/A	N/A	335,816	1,146	1,147	—	%
						13,933	21,725	1.1	%
Internet software and services
BCTO WIW Holdings, Inc. (dba When I Work)(21)(23)(24)	Class A Common Stock		N/A	N/A	57,000	5,700	5,134	0.3	%
Brooklyn Lender Co-Invest 2, L.P. (dba Boomi)(21)(23)(24)	Common Units		N/A	N/A	1,729,439	1,729	1,776	0.1	%
Elliott Alto Co-Investor Aggregator L.P. (19)(21)(23)(24)	LP Interest		N/A	N/A	2,873,134	2,890	2,722	0.1	%
Project Hotel California Co-Invest Fund, L.P. (19)(21)(23)(24)	LP Interest		N/A	N/A	1,342,354	1,343	1,343	0.1	%
Insight CP (Blocker) Holdings, L.P. (dba CivicPlus, LLC) (19)(21)(23)(24)	LP Interest		N/A	N/A	470,219	470	470	—	%
MessageBird Holding B.V.(19)(21)(23)(24)	Extended Series C Warrants		N/A	N/A	25,540	157	29	—	%
Picard Holdco, Inc.(5)(11)(21)(23)	Series A Preferred Stock	SR +	12.00% PIK	N/A	23,344	24,636	23,070	1.2	%
Project Alpine Co-Invest Fund, LP (19)(21)(23)(24)	LP Interest		N/A	N/A	2,000,000	2,001	2,195	0.1	%
Thunder Topco L.P. (dba Vector Solutions)(21)(23)(24)	Common Units		N/A	N/A	2,138,653	2,139	2,190	0.1	%
WMC Bidco, Inc. (dba West Monroe)(21)(23)(25)	Senior Preferred Stock		11.25% PIK	N/A	33,385	39,408	37,930	2.0	%
Zoro TopCo, Inc.(21)(23)(25)	Series A Preferred Stock		12.50% PIK	N/A	3,225	3,369	3,400	0.2	%
Zoro TopCo, LP(21)(23)(24)	Class A Common Units		N/A	N/A	268,735	2,687	2,687	0.1	%

24

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of June 30, 2023

(Amounts in thousands, except share amounts)

(Unaudited)

Company(1)(2)(26)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(3)(4)		Fair Value		Percentage of Net Assets
						86,529		82,946		4.3	%
Manufacturing
Gloves Holdings, LP (dba Protective Industrial Products)(21)(23)(24)	LP Interest		N/A	N/A	7,000	700		832		—	%
						700		832		—	%
Total non-controlled/non-affiliated portfolio company equity investments						$	250,241	$	258,789	13.7	%
Total non-controlled/non-affiliated portfolio company investments						$	3,477,418	$	3,478,152	185.6	%
Non-controlled/affiliated portfolio company investments
Debt Investments
Household products
Walker Edison Furniture Company LLC(5)(10)(21)(28)(29)	First lien senior secured loan	SR +	6.75% PIK	3/2027	6,558	6,128		6,428		0.3	%
Walker Edison Furniture Company LLC(5)(10)(16)(18)(21)(28)(29)	First lien senior secured delayed draw term loan	SR +	6.75% PIK	3/2027	168	167		168		—	%
Walker Edison Furniture Company LLC(5)(10)(21)(28)(29)	First lien senior secured revolving loan	SR +	6.25% PIK	3/2027	3,333	3,333		3,333		0.2	%
					10,059	9,628		9,929		0.5	%
Total non-controlled/affiliated portfolio company debt investments					10,059	9,628		9,929		0.5	%
Equity Investments
Asset based lending and fund finance
AAM Series 2.1 Aviation Feeder, LLC (16)(19)(21)(23)(24)(29)	LLC Interest		N/A	N/A	361,333	3,158		3,157		0.2	%
AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC (16)(19)(21)(23)(24)(29)	LLC Interest		N/A	N/A	666,707	1,015		1,013		0.1	%
						4,173		4,170		0.3	%
Household products
Walker Edison Holdco LLC(21)(23)(24)(29)	Common Units		N/A	N/A	72,917	7,046		6,371		0.4	%

25

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of June 30, 2023

(Amounts in thousands, except share amounts)

(Unaudited)

Company(1)(2)(26)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(3)(4)		Fair Value		Percentage of Net Assets
						7,046		6,371		0.4	%
Insurance
Fifth Season Investments LLC(21)(23)(27)(29)	Class A Units		N/A	N/A	8	31,145		31,145		1.7	%
						31,145		31,145		1.7	%
Pharmaceuticals
LSI Financing 1 DAC(19)(21)(23)(29)	Preferred Equity		N/A	N/A	12,756,785	12,792		12,759		0.7	%
						12,792		12,759		0.7	%
Total non-controlled/affiliated portfolio company equity investments						$	55,156	$	54,445	3.1	%
Total non-controlled/affiliated portfolio company investments						$	64,784	$	64,374	3.6	%
Total Investments						$	3,542,202	$	3,542,526	189.2	%

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

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

(3)The amortized cost represents the original cost adjusted for the amortization or accretion of premium or discount, as applicable, on debt investments using the effective interest method.

(4)As of June 30, 2023, the net estimated unrealized gain for U.S. federal income tax purposes was $6.9 million based on a tax cost basis of $3.5 billion. As of June 30, 2023, the estimated aggregate gross unrealized loss for U.S. federal income tax purposes was $23.1 million and the estimated aggregate gross unrealized gain for U.S. federal income tax purposes was $30.0 million.

(5)Loan contains a variable rate structure and may be subject to an interest rate floor. Variable rate loans bear interest at a rate that may be determined by reference to either the London Interbank Offered Rate (“LIBOR” or “L”) (which can include one-, three-, six-, or twelve-month LIBOR), Secured Overnight Financing Rate ("SOFR" or "SR") (which can include one-, three-, six-, or twelve-month SOFR), Euro Interbank Offered Rate (“EURIBOR” or “E”), Sterling Overnight Interbank Average Rate ("SONIA" or "SA") or an alternate base rate (which can include the Federal Funds Effective Rate or the Prime Rate ("Prime" or "P")), at the borrower’s option, and which reset periodically based on the terms of the loan agreement.

(6)The interest rate on these loans is subject to 1 month LIBOR, which as of June 30, 2023 was 5.22%.

(7)The interest rate on these loans is subject to 3 month LIBOR, which as of June 30, 2023 was 5.55%.

(8)The interest rate on these loans is subject to 6 month LIBOR, which as of June 30, 2023 was 5.76%.

(9)The interest rate on these loans is subject to Prime, which as of June 30, 2023 was 8.25%.

(10)The interest rate on these loans is subject to 1 month SOFR, which as of June 30, 2023 was 5.14%.

(11)The interest rate on these loans is subject to 3 month SOFR, which as of June 30, 2023 was 5.27%.

(12)The interest rate on these loans is subject to 6 month SOFR, which as of June 30, 2023 was 5.39%.

(13)The interest rate on these loans is subject to SONIA, which as of June 30, 2023 was 4.93%.

(14)The interest rate on these loans is subject to 3 month EURIBOR, which as of June 30, 2023 was 3.58%.

(15)The interest rate on this loan is subject to 6 month EURIBOR, which as of June 30, 2023 was 3.90%.

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

26

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of June 30, 2023

(Amounts in thousands, except share amounts)

(Unaudited)

(17)The negative cost is the result of the capitalized discount being greater than the principal amount outstanding on the loan. The negative fair value is the result of the capitalized discount on the loan.

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

(19)This portfolio company is not a qualifying asset under Section 55(a) of the Investment Company Act of 1940, as amended (the “1940 Act”). Under the 1940 Act, the Company may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of total assets. As of June 30, 2023, non-qualifying assets represented 12.0% of total assets as calculated in accordance with the regulatory requirements.

(20)Level 2 investment.

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

(22)We invest in this portfolio company through underlying blocker entities Hercules Blocker 1 LLC, Hercules Blocker 2 LLC, Hercules Blocker 3 LLC, Hercules Blocker 4 LLC, and Hercules Blocker 5 LLC.

(23)Security acquired in transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), and may be deemed to be “restricted securities” under the Securities Act. As of June 30, 2023, the aggregate fair value of these securities is $313.2 million or 16.8% 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
Accelerate Topco Holdings, LLC	Common Units	September 1, 2022
Project Alpine Co-Invest Fund, LP	LP Interest	June 10, 2022
Amergin Asset Management, LLC	Class A Units	July 1, 2022
ASP Conair Holdings LP	Class A Units	May 17, 2021
Associations Finance, Inc.	Preferred Stock	June 10, 2022
BCTO WIW Holdings, Inc. (dba When I Work)	Class A Common Stock	November 2, 2021
Brooklyn Lender Co-Invest 2, L.P. (dba Boomi)	Common Units	October 1, 2021
CD&R Value Building Partners I, L.P. (dba Belron)	LP Interest	December 2, 2021
Denali Holding, LP (dba Summit Companies)	Class A Units	September 15, 2021
Dodge Construction Network Holdings, L.P.	Class A-2 Common Units	February 23, 2022
Dodge Construction Network Holdings, L.P.	Series A Preferred Units	February 23, 2022
Elliott Alto Co-Investor Aggregator L.P.	LP Interest	September 27, 2022
Evology LLC	Class B Units	January 24, 2022
Evolution Parent, LP (dba SIAA)	LP Interest	April 30, 2021
Fifth Season Investments LLC	Class A Units	October 17, 2022
Gloves Holdings, LP (dba Protective Industrial Products)	LP Interest	December 29, 2020
GrowthCurve Capital Sunrise Co-Invest LP (dba Brightway)	LP Interest	December 16, 2021

27

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of June 30, 2023

(Amounts in thousands, except share amounts)

(Unaudited)

Portfolio Company	Investment	Acquisition Date
Hercules Buyer, LLC (dba The Vincit Group)	Common Units	December 15, 2020
Hissho Sushi Holdings, LLC	Class A Units	May 17, 2022
Project Hotel California Co-Invest Fund, L.P.	LP Interest	August 9, 2022
Insight CP (Blocker) Holdings, L.P. (dba CivicPlus, LLC)	LP Interest	June 8, 2022
Knockout Intermediate Holdings I Inc. (dba Kaseya)	Perpetual Preferred Stock	June 23, 2022
KOBHG Holdings, L.P. (dba OB Hospitalist)	Class A Interests	September 27, 2021
KPCI Holdings, LP	Class A Units	November 30, 2020
LSI Financing 1 DAC	Preferred Equity	December 14, 2022
Maia Aggregator, LP	Class A-2 Units	February 1, 2022
MessageBird Holding B.V.	Extended Series C Warrants	May 5, 2021
Metis HoldCo, Inc. (dba Mavis Tire Express Services)	Series A Convertible Preferred Stock	May 4, 2021
Minerva Holdco, Inc.	Series A Preferred Stock	February 15, 2022
Patriot Holdings SCSp (dba Corza Health, Inc.)	Class A Units	January 29, 2021
Patriot Holdings SCSp (dba Corza Health, Inc.)	Class B Units	January 29, 2021
PCF Holdco, LLC (dba PCF Insurance Services)	Class A Units	November 1, 2021
PCF Holdco, LLC (dba PCF Insurance Services)	Series A Preferred Units	February 16, 2023
PCF Holdco, LLC (dba PCF Insurance Services)	Class A Unit Warrants	February 16, 2023
Picard Holdco, Inc.	Series A Preferred Stock	September 30, 2022
Rhea Acquisition Holdings, LP	Series A-2 Units	February 18, 2022
Sunshine Software Holdings, Inc. (dba Cornerstone OnDemand)	Series A Preferred Stock	October 15, 2021
Thunder Topco L.P. (dba Vector Solutions)	Common Units	June 30, 2021
Walker Edison Holdco LLC	Common Units	March 1, 2023
WMC Bidco, Inc. (dba West Monroe)	Senior Preferred Stock	November 9, 2021
Zoro TopCo, LP	Class A Common Units	November 22, 2022
Zoro TopCo, Inc.	Series A Preferred Stock	November 22, 2022

(24)Investment is non-income producing.

(25)Investment contains a fixed-rate structure.

(26)Unless otherwise indicated, the Company’s portfolio companies are pledged as collateral supporting the amounts outstanding under the Revolving Credit Facility, SPV Asset Facility I and SPV Asset Facility II. See Note 6 “Debt”.

(27)Investment is not pledged as collateral for the Revolving Credit Facility, SPV Asset Facility I or SPV Asset Facility II.

(28)Loan was on non-accrual status as of June 30, 2023.

28

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of June 30, 2023

(Amounts in thousands, except share amounts)

(Unaudited)

(29)Under the 1940 Act, the Company is deemed to be an "Affiliated Person" of this portfolio company as the Company owns more than 5% but less than 25% of the portfolio company's outstanding voting securities. The Company’s investments in affiliates for the period ended June 30, 2023, were as follows:

Company	Fair value as of December 31, 2022		Gross Additions(a)		Gross Reductions(b)		Net Change in Unrealized Gain/ (Loss)		Realized Gain/(Loss)		Fair value as of June 30, 2023		Dividend Income		Other Income
AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC(c)	$	—	$	1,019	$	(6)	$	—	$	—	$	1,013	$	—	$	—
AAM Series 2.1 Aviation Feeder, LLC(c)	262		2,895		—		—		—		3,157		—		—
Fifth Season Investments LLC	25,110		6,035		—		—		—		31,145		381		—
LSI Financing 1 DAC	4,012		9,777		(1,030)		—		—		12,759		114		—
Walker Edison Furniture Company LLC	—		16,676		—		(376)		—		16,300		—		—
Total	$	29,384	$	36,402	$	(1,036)	$	(376)	$	—	$	64,374	$	495	$	—

________

(a) Gross additions include increases in the cost basis of investments resulting from new investments, payment-in-kind interest or dividends, and the amortization of any unearned income or discounts on equity investments, as applicable.

(b) Gross reductions include decreases in the cost basis of investments resulting from principal collections related to investment repayments or sales, and the amortization of any premiums on equity investments, as applicable.

(c) In connection with its investment in AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC and AAM Series 2.1 Aviation Feeder, LLC (collectively, “Amergin AssetCo”) the Company made a minority investment in Amergin Asset Management, LLC which has entered into a Servicing Agreement with Amergin AssetCo.

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

29

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of December 31, 2022

(Amounts in thousands, except share amounts)

Company(1)(2)(26)	Investment	Interest		Maturity Date	Par / Units		Amortized Cost(3)(4)		Fair Value		Percentage of Net Assets
Non-controlled/non-affiliated portfolio company investments
Debt Investments
Advertising and media
Global Music Rights, LLC(5)(7)(21)	First lien senior secured loan	L +	5.50%	8/2028	$	83,531	$	82,121	$	83,531	4.6	%
Global Music Rights, LLC(5)(16)(17)(21)	First lien senior secured revolving loan	L +	5.50%	8/2027	—		(116)		—		—	%
The NPD Group, L.P. (5)(10)(21)	First lien senior secured loan	SR +	6.25% (2.75% PIK)	12/2028	23,717		23,252		23,243		1.3	%
The NPD Group, L.P. (5)(10)(16)(21)	First lien senior secured revolving loan	SR +	5.75%	12/2027	181		153		151		—	%
					107,429		105,410		106,925		5.9	%
Aerospace and defense
Peraton Corp.(5)(6)(20)(21)	Second lien senior secured loan	L +	7.75%	2/2029	14,562		14,381		13,798		0.8	%
					14,562		14,381		13,798		0.8	%
Asset based lending and fund finance
Hg Genesis 8 Sumoco Limited(5)(13)(21)	Unsecured facility	SA +	6.00% PIK	8/2025	19,290		21,161		19,291		1.1	%
Hg Genesis 9 Sumoco Limited(5)(14)(21)	Unsecured facility	E +	7.00% PIK	3/2027	1,015		1,042		1,016		0.1	%
Hg Saturn LuchaCo Limited(5)(13)(21)	Unsecured facility	SA +	7.50% PIK	3/2026	22,776		25,734		22,492		1.2	%
					43,081		47,937		42,799		2.4	%
Buildings and real estate
Associations, Inc.(5)(11)(21)	First lien senior secured loan	SR +	6.50% (2.50% PIK)	7/2027	82,377		81,466		82,172		4.5	%
Associations, Inc.(5)(11)(16)(18)(21)	First lien senior secured delayed draw term loan	SR +	6.50% (2.50% PIK)	6/2024	24		21		25		—	%
Associations, Inc.(5)(16)(17)(21)	First lien senior secured revolving loan	SR +	6.50%	7/2027	—		(53)		(13)		—	%
RealPage, Inc.(5)(6)(21)	Second lien senior secured loan	L +	6.50%	4/2029	6,500		6,419		6,223		0.3	%
					88,901		87,853		88,407		4.8	%

30

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of December 31, 2022

(Amounts in thousands, except share amounts)

Company(1)(2)(26)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
Automotive
Spotless Brands, LLC (5)(11)(21)	First lien senior secured loan	SR +	6.50%	7/2028	40,868	40,101	40,051	2.3	%
Spotless Brands, LLC (5)(11)(18)(21)	First lien senior secured delayed draw term loan A	SR +	6.50%	7/2023	4,436	4,351	4,348	0.2	%
Spotless Brands, LLC (5)(11)(18)(21)	First lien senior secured delayed draw term loan B	SR +	6.50%	7/2023	3,288	3,226	3,222	0.2	%
Spotless Brands, LLC (5)(11)(16)(17)(21)	First lien senior secured revolving loan	SR +	6.50%	7/2028	—	(24)	(26)	—	%
					48,592	47,654	47,595	2.7	%
Business services
Denali Buyerco, LLC (dba Summit Companies)(5)(7)(21)	First lien senior secured loan	L +	5.75%	9/2028	51,741	51,317	51,224	2.8	%
Denali Buyerco, LLC (dba Summit Companies)(5)(7)(16)(18)(21)	First lien senior secured delayed draw term loan	L +	5.75%	9/2023	16,687	16,496	16,520	0.9	%
Denali Buyerco, LLC (dba Summit Companies)(5)(16)(17)(21)	First lien senior secured revolving loan	L +	5.75%	9/2027	—	(48)	(61)	—	%
Diamondback Acquisition, Inc. (dba Sphera)(5)(6)(21)	First lien senior secured loan	L +	5.50%	9/2028	47,348	46,545	46,874	2.6	%
Diamondback Acquisition, Inc. (dba Sphera)(5)(16)(17)(18)(21)	First lien senior secured delayed draw term loan	L +	5.50%	9/2023	—	(78)	—	—	%
Entertainment Benefits Group, LLC(5)(10)(21)	First lien senior secured loan	SR +	4.75%	5/2028	862	855	862	—	%
Entertainment Benefits Group, LLC(5)(10)(16)(21)	First lien senior secured revolving loan	SR +	4.75%	4/2027	89	88	89	—	%
Gainsight, Inc.(5)(7)(21)	First lien senior secured loan	L +	6.75% PIK	7/2027	5,512	5,442	5,429	0.3	%
Gainsight, Inc.(5)(16)(17)(21)	First lien senior secured revolving loan	L +	6.25%	7/2027	—	(12)	(13)	—	%
Hercules Borrower, LLC (dba The Vincit Group)(5)(7)(21)	First lien senior secured loan	L +	6.50%	12/2026	36,348	35,961	36,257	2.0	%
Hercules Borrower, LLC (dba The Vincit Group)(5)(7)(21)	First lien senior secured loan	L +	5.50%	12/2026	400	397	393	—	%
Hercules Borrower, LLC (dba The Vincit Group)(5)(7)(16)(18)(21)	First lien senior secured delayed draw term loan	L +	5.50%	9/2023	1,888	1,872	1,842	0.1	%

31

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of December 31, 2022

(Amounts in thousands, except share amounts)

Company(1)(2)(26)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
Hercules Borrower, LLC (dba The Vincit Group)(5)(8)(16)(21)	First lien senior secured revolving loan	L +	6.50%	12/2026	458	416	448	—	%
Hercules Buyer, LLC (dba The Vincit Group)(21)(22)(25)	Unsecured notes		0.48% PIK	12/2029	1,060	1,060	1,060	—	%
Kaseya Inc.(5)(11)(21)	First lien senior secured loan	SR +	5.75%	6/2029	8,028	7,876	7,948	0.4	%
Kaseya Inc.(5)(16)(17)(18)(21)	First lien senior secured delayed draw term loan	SR +	5.75%	6/2024	—	(4)	—	—	%
Kaseya Inc.(5)(16)(17)(21)	First lien senior secured revolving loan	SR +	5.75%	6/2029	—	(9)	(5)	—	%
KPSKY Acquisition, Inc. (dba BluSky)(5)(6)(21)	First lien senior secured loan	L +	5.50%	10/2028	35,449	34,838	34,563	1.9	%
KPSKY Acquisition, Inc. (dba BluSky)(5)(9)(21)	First lien senior secured delayed draw term loan	P +	4.50%	10/2028	4,077	4,008	3,975	0.2	%
					209,947	207,020	207,405	11.2	%
Chemicals
Aruba Investments Holdings, LLC (dba Angus Chemical Company)(5)(6)(21)	Second lien senior secured loan	L +	7.75%	11/2028	6,500	6,423	6,403	0.4	%
Gaylord Chemical Company, L.L.C.(5)(7)(21)	First lien senior secured loan	L +	6.50%	3/2027	70,257	69,699	70,257	3.9	%
Gaylord Chemical Company, L.L.C.(5)(16)(17)(21)	First lien senior secured revolving loan	L +	6.50%	3/2026	—	(27)	—	—	%
Velocity HoldCo III Inc. (dba VelocityEHS)(5)(8)(21)	First lien senior secured loan	L +	5.75%	4/2027	6,040	5,937	6,040	0.3	%
Velocity HoldCo III Inc. (dba VelocityEHS)(5)(6)(16)(21)	First lien senior secured revolving loan	L +	5.75%	4/2026	74	68	74	—	%
					82,871	82,100	82,774	4.6	%
Consumer products
ConAir Holdings LLC(5)(7)(21)	Second lien senior secured loan	L +	7.50%	5/2029	45,000	44,381	40,950	2.3	%
Foundation Consumer Brands, LLC(5)(7)(21)	First lien senior secured loan	L +	5.50%	2/2027	3,456	3,457	3,448	0.2	%
Lignetics Investment Corp.(5)(7)(21)	First lien senior secured loan	L +	6.00%	10/2026	50,471	49,941	49,461	2.7	%
Lignetics Investment Corp.(5)(16)(17)(18)(21)	First lien senior secured delayed draw term loan	L +	6.00%	11/2023	—	(64)	(127)	—	%

32

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of December 31, 2022

(Amounts in thousands, except share amounts)

Company(1)(2)(26)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
Lignetics Investment Corp.(5)(6)(16)(21)	First lien senior secured revolving loan	L +	6.00%	11/2026	4,588	4,515	4,435	0.2	%
SWK BUYER, Inc. (dba Stonewall Kitchen)(5)(12)(21)	First lien senior secured loan	SR +	5.25%	3/2029	751	737	728	—	%
SWK BUYER, Inc. (dba Stonewall Kitchen)(5)(16)(17)(18)(21)	First lien senior secured delayed draw term loan	SR +	5.25%	3/2024	—	(2)	(4)	—	%
SWK BUYER, Inc. (dba Stonewall Kitchen)(5)(10)(16)(21)	First lien senior secured revolving loan	SR +	5.25%	3/2029	25	23	22	—	%
					104,291	102,988	98,913	5.4	%
Containers and packaging
Ascend Buyer, LLC (dba PPC Flexible Packaging)(5)(10)(21)	First lien senior secured loan	SR +	6.25%	10/2028	49,704	49,278	49,330	2.7	%
Ascend Buyer, LLC (dba PPC Flexible Packaging)(5)(10)(21)	First lien senior secured loan	SR +	6.25%	9/2028	14,963	14,671	14,849	0.8	%
Ascend Buyer, LLC (dba PPC Flexible Packaging)(5)(16)(17)(21)	First lien senior secured revolving loan	SR +	6.25%	9/2027	—	(40)	(39)	—	%
Fortis Solutions Group, LLC(5)(7)(21)	First lien senior secured loan	L +	5.50%	10/2028	31,477	30,938	30,611	1.7	%
Fortis Solutions Group, LLC(5)(16)(17)(18)(21)	First lien senior secured delayed draw term loan	L +	5.50%	10/2023	—	(2)	(3)	—	%
Fortis Solutions Group, LLC(5)(8)(16)(21)	First lien senior secured revolving loan	L +	5.50%	10/2027	420	370	332	—	%
Indigo Buyer, Inc. (dba Inovar Packaging Group)(5)(11)(21)	First lien senior secured loan	SR +	5.75%	5/2028	647	641	646	—	%
Indigo Buyer, Inc. (dba Inovar Packaging Group)(5)(16)(18)(21)	First lien senior secured delayed draw term loan	SR +	5.75%	5/2024	—	—	—	—	%
Indigo Buyer, Inc. (dba Inovar Packaging Group)(5)(11)(16)(21)	First lien senior secured revolving loan	SR +	5.75%	5/2028	17	16	16	—	%
Pregis Topco LLC(5)(6)(21)	Second lien senior secured loan	L +	6.75%	8/2029	30,000	30,000	29,625	1.6	%
Pregis Topco LLC(5)(6)(21)	Second lien senior secured loan	L +	7.75%	8/2029	2,500	2,500	2,488	0.1	%
					129,728	128,372	127,855	6.9	%
Distribution
ABB/Con-cise Optical Group LLC(5)(8)(21)	First lien senior secured loan	L +	7.50%	2/2028	899	887	897	—	%

33

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of December 31, 2022

(Amounts in thousands, except share amounts)

Company(1)(2)(26)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
ABB/Con-cise Optical Group LLC(5)(8)(16)(21)	First lien senior secured revolving loan	L +	7.50%	2/2028	90	88	89	—	%
BradyIFS Holdings, LLC (fka Individual Foodservice Holdings, LLC)(5)(11)(21)	First lien senior secured loan	SR +	6.25%	11/2025	58,277	57,765	58,132	3.2	%
BradyIFS Holdings, LLC (fka Individual Foodservice Holdings, LLC)(5)(16)(17)	First lien senior secured revolving loan	SR +	6.25%	11/2024	—	(18)	(6)	—	%
					59,266	58,722	59,112	3.2	%
Education
Pluralsight, LLC(5)(7)(21)	First lien senior secured loan	L +	8.00%	4/2027	20,640	20,450	20,331	1.1	%
Pluralsight, LLC(5)(6)(16)(21)	First lien senior secured revolving loan	L +	8.00%	4/2027	647	634	628	—	%
					21,287	21,084	20,959	1.1	%
Financial services
AxiomSL Group, Inc.(5)(6)(21)	First lien senior secured loan	L +	5.75%	12/2027	45,527	45,101	44,843	2.5	%
AxiomSL Group, Inc.(5)(16)(17)(18)(21)	First lien senior secured delayed draw term loan	L +	5.75%	7/2023	—	(7)	(9)	—	%
AxiomSL Group, Inc.(5)(16)(17)(21)	First lien senior secured revolving loan	L +	5.75%	12/2025	—	(31)	(60)	—	%
Muine Gall, LLC(5)(8)(19)(21)(27)	First lien senior secured loan	L +	7.00% PIK	9/2024	89,019	89,530	86,793	4.8	%
NMI Acquisitionco, Inc. (dba Network Merchants)(5)(6)(21)	First lien senior secured loan	L +	5.75%	9/2025	8,472	8,412	8,369	0.5	%
NMI Acquisitionco, Inc. (dba Network Merchants)(5)(6)(16)(18)(21)	First lien senior secured delayed draw term loan	L +	5.75%	10/2023	1,999	1,972	1,969	0.1	%
NMI Acquisitionco, Inc. (dba Network Merchants)(5)(16)(17)(21)	First lien senior secured revolving loan	L +	5.75%	9/2025	—	(6)	(7)	—	%
Smarsh Inc.(5)(12)(21)	First lien senior secured loan	SR +	6.50%	2/2029	762	755	754	—	%
Smarsh Inc.(5)(12)(16)(18)(21)	First lien senior secured delayed draw term loan	SR +	6.50%	2/2024	95	93	94	—	%
Smarsh Inc.(5)(16)(21)	First lien senior secured revolving loan	SR +	6.50%	2/2029	—	—	—	—	%
					145,874	145,819	142,746	7.9	%
Food and beverage

34

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of December 31, 2022

(Amounts in thousands, except share amounts)

Company(1)(2)(26)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
Balrog Acquisition, Inc. (dba BakeMark)(5)(7)(21)	Second lien senior secured loan	L +	7.00%	9/2029	6,000	5,956	5,940	0.3	%
BP Veraison Buyer, LLC (dba Sun World)(5)(7)(21)	First lien senior secured loan	L +	5.50%	5/2027	35,141	34,808	34,877	1.9	%
BP Veraison Buyer, LLC (dba Sun World)(5)(16)(17)(18)(21)	First lien senior secured delayed draw term loan	L +	5.50%	5/2023	—	(14)	—	—	%
BP Veraison Buyer, LLC (dba Sun World)(5)(16)(17)(21)	First lien senior secured revolving loan	L +	5.50%	5/2027	—	(41)	(33)	—	%
CFS Brands, LLC(5)(8)(21)	First lien senior secured loan	L +	3.00%	3/2025	2,215	2,155	2,093	0.1	%
Hissho Sushi Merger Sub LLC(5)(11)(21)	First lien senior secured loan	SR +	5.75%	5/2028	901	893	899	—	%
Hissho Sushi Merger Sub LLC(5)(11)(16)(21)	First lien senior secured revolving loan	SR +	5.75%	5/2028	14	13	14	—	%
Innovation Ventures HoldCo, LLC (dba 5 Hour Energy)(5)(10)(21)	First lien senior secured loan	SR +	6.25%	3/2027	37,000	36,392	36,260	2.0	%
KBP Brands, LLC(5)(11)(21)	First lien senior secured loan	SR +	6.00% (0.50% PIK)	5/2027	285	282	279	—	%
KBP Brands, LLC(5)(11)(16)(18)(21)	First lien senior secured delayed draw term loan	SR +	6.00% (0.50% PIK)	12/2023	648	641	633	—	%
Nutraceutical International Corporation(5)(6)(21)	First lien senior secured loan	L +	7.00%	9/2026	10,107	10,005	9,196	0.5	%
Nutraceutical International Corporation(5)(6)(21)	First lien senior secured revolving loan	L +	7.00%	9/2025	735	729	669	—	%
Shearer's Foods, LLC(5)(6)(21)	Second lien senior secured loan	L +	7.75%	9/2028	28,800	28,574	28,656	1.6	%
Ultimate Baked Goods Midco, LLC(5)(6)(21)	First lien senior secured loan	L +	6.50%	8/2027	16,335	16,004	15,845	0.9	%
Ultimate Baked Goods Midco, LLC(5)(6)(16)(21)	First lien senior secured revolving loan	L +	6.50%	8/2027	525	487	465	—	%
					138,706	136,884	135,793	7.3	%
Healthcare equipment and services
Confluent Medical Technologies, Inc.(5)(11)(21)	Second lien senior secured loan	SR +	6.50%	2/2030	1,000	982	948	0.1	%

35

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of December 31, 2022

(Amounts in thousands, except share amounts)

Company(1)(2)(26)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
CSC MKG Topco LLC. (dba Medical Knowledge Group)(5)(6)(21)	First lien senior secured loan	L +	5.75%	2/2029	850	834	831	—	%
CSC MKG Topco LLC. (dba Medical Knowledge Group) (5)(11)(21)	First lien senior secured loan	SR +	5.75%	2/2029	2,985	2,893	2,918	0.2	%
Medline Borrower, LP(5)(16)(17)(21)	First lien senior secured revolving loan	P +	2.25%	10/2026	—	(32)	(125)	—	%
Packaging Coordinators Midco, Inc.(5)(7)(21)	Second lien senior secured loan	L +	7.00%	12/2029	54,269	53,157	51,284	2.8	%
Patriot Acquisition TopCo S.A.R.L (dba Corza Health, Inc.)(5)(11)(19)(21)	First lien senior secured loan	SR +	6.75%	1/2028	38,028	37,534	37,551	2.1	%
Patriot Acquisition TopCo S.A.R.L (dba Corza Health, Inc.)(5)(11)(16)(19)(21)	First lien senior secured revolving loan	SR +	6.75%	1/2026	569	535	536	—	%
Rhea Parent, Inc.(5)(11)(21)	First lien senior secured loan	SR +	5.75%	2/2029	770	756	753	—	%
					98,471	96,659	94,696	5.2	%
Healthcare providers and services
Covetrus Inc.(5)(11)(21)	Second lien senior secured loan	SR +	9.25%	10/2030	25,000	24,498	24,490	1.4	%
Diagnostic Services Holdings, Inc. (dba Rayus Radiology)(5)(6)(21)	First lien senior secured loan	L +	5.50%	3/2025	2,495	2,495	2,470	0.1	%
Ex Vivo Parent Inc. (dba OB Hospitalist)(5)(7)(21)	First lien senior secured loan	L +	9.50%	9/2028	26,145	25,690	25,557	1.4	%
National Dentex Labs LLC (fka Barracuda Dental LLC)(5)(7)(21)	First lien senior secured loan	L +	8.00% (3.00% PIK)	10/2025	17,672	17,496	17,230	0.9	%
National Dentex Labs LLC (fka Barracuda Dental LLC)(5)(7)(16)(21)	First lien senior secured revolving loan	L +	7.00%	10/2025	1,532	1,509	1,493	0.1	%
Natural Partners, LLC(5)(8)(19)(21)	First lien senior secured loan	L +	6.00%	11/2027	2,311	2,270	2,265	0.1	%
Natural Partners, LLC(5)(16)(17)(19)(21)	First lien senior secured revolving loan	L +	6.00%	11/2027	—	(3)	(3)	—	%
OB Hospitalist Group, Inc.(5)(7)(21)	First lien senior secured loan	L +	5.50%	9/2027	52,452	51,588	51,796	2.9	%
OB Hospitalist Group, Inc.(5)(7)(16)(21)	First lien senior secured revolving loan	L +	5.50%	9/2027	2,375	2,267	2,289	0.1	%
Pacific BidCo Inc. (5)(11)(19)(21)	First lien senior secured loan	SR +	5.75%	8/2029	10,308	10,061	10,076	0.6	%

36

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of December 31, 2022

(Amounts in thousands, except share amounts)

Company(1)(2)(26)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
Pacific BidCo Inc. (5)(16)(17)(19)(21)	First lien senior secured delayed draw term loan	SR +	5.25%	8/2025	—	(14)	(11)	—	%
Parexel International, Inc. (dba Parexel)(5)(6)(21)	Second lien senior secured loan	L +	6.50%	11/2029	85,000	84,241	83,300	4.6	%
Plasma Buyer LLC (dba Pathgroup)(5)(10)(21)	First lien senior secured loan	SR +	5.75%	5/2029	679	666	667	—	%
Plasma Buyer LLC (dba Pathgroup)(5)(16)(17)(18)(21)	First lien senior secured delayed draw term loan	SR +	5.75%	5/2024	—	(2)	(1)	—	%
Plasma Buyer LLC (dba Pathgroup)(5)(16)(17)(21)	First lien senior secured revolving loan	SR +	5.75%	5/2028	—	(1)	(1)	—	%
PPV Intermediate Holdings, LLC (5)(11)(21)	First lien senior secured loan	SR +	5.75%	8/2029	24,689	24,243	24,195	1.3	%
PPV Intermediate Holdings, LLC (5)(16)(17)(21)	First lien senior secured delayed draw term loan	SR +	5.75%	9/2024	—	(61)	(33)	—	%
PPV Intermediate Holdings, LLC (5)(11)(16)(21)	First lien senior secured revolving loan	SR +	5.75%	8/2029	544	505	504	—	%
Quva Pharma, Inc.(5)(7)(21)	First lien senior secured loan	L +	5.50%	4/2028	11,670	11,391	11,437	0.6	%
Quva Pharma, Inc.(5)(7)(16)(21)	First lien senior secured revolving loan	L +	5.50%	4/2026	567	544	544	—	%
TC Holdings, LLC (dba TrialCard)(5)(11)(21)	First lien senior secured loan	SR +	5.00%	4/2027	2,221	2,202	2,215	0.1	%
TC Holdings, LLC (dba TrialCard)(5)(16)(17)(21)	First lien senior secured revolving loan	SR +	5.00%	4/2027	—	(2)	(1)	—	%
Tivity Health, Inc(5)(11)(21)	First lien senior secured loan	SR +	6.00%	6/2029	998	974	983	0.1	%
Unified Women's Healthcare, LP(5)(10)(21)	First lien senior secured loan	SR +	5.25%	6/2029	878	872	878	—	%
Unified Women's Healthcare, LP(5)(16)(18)(21)	First lien senior secured delayed draw term loan	SR +	5.25%	6/2024	—	—	—	—	%
Unified Women's Healthcare, LP(5)(16)(17)(21)	First lien senior secured revolving loan	SR +	5.50%	6/2029	—	(1)	—	—	%
Vermont Aus Pty Ltd(5)(11)(19)(21)	First lien senior secured loan	SR +	5.50%	3/2028	993	970	968	0.1	%
					268,529	264,398	263,307	14.4	%
Healthcare technology

37

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of December 31, 2022

(Amounts in thousands, except share amounts)

Company(1)(2)(26)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
BCPE Osprey Buyer, Inc. (dba PartsSource)(5)(7)(21)	First lien senior secured loan	L +	5.75%	8/2028	53,767	53,042	52,557	2.9	%
BCPE Osprey Buyer, Inc. (dba PartsSource)(5)(16)(17)(18)(21)	First lien senior secured delayed draw term loan	L +	5.75%	8/2023	—	(60)	(150)	—	%
BCPE Osprey Buyer, Inc. (dba PartsSource)(5)(16)(17)(21)	First lien senior secured revolving loan	L +	5.75%	8/2026	—	(71)	(127)	—	%
Datix Bidco Limited (dba RLDatix)(5)(13)(19)(21)	First lien senior secured GBP term loan	SA +	4.50%	4/2025	383	432	377	—	%
Datix Bidco Limited (dba RLDatix)(5)(13)(19)(21)	Second lien senior secured GBP term loan	SA +	7.75%	4/2026	2,005	2,257	1,974	0.1	%
Engage Debtco Limited (5)(11)(19)(21)	First lien senior secured loan	SR +	5.75%	7/2029	1,000	976	978	0.1	%
GI Ranger Intermediate, LLC (dba Rectangle Health)(5)(11)(21)	First lien senior secured loan	SR +	6.00%	10/2028	20,817	20,457	20,296	1.1	%
GI Ranger Intermediate, LLC (dba Rectangle Health)(5)(11)(16)(21)	First lien senior secured revolving loan	SR +	6.00%	10/2027	167	140	125	—	%
Imprivata, Inc.(5)(10)(21)	Second lien senior secured loan	SR +	6.25%	12/2028	882	874	860	—	%
Intelerad Medical Systems Incorporated(5)(11)(19)(21)	First lien senior secured loan	SR +	6.50%	8/2026	44,620	44,173	44,397	2.4	%
Intelerad Medical Systems Incorporated(5)(10)(19)(21)	First lien senior secured revolving loan	SR +	6.50%	8/2026	1,698	1,698	1,690	0.1	%
Interoperability Bidco, Inc. (dba Lyniate)(5)(11)(21)	First lien senior secured loan	SR +	7.00%	12/2026	4,747	4,721	4,711	0.3	%
Interoperability Bidco, Inc. (dba Lyniate)(5)(11)(16)(18)(21)	First lien senior secured revolving loan	L +	7.00%	12/2024	109	108	107	—	%
Ocala Bidco, Inc.(5)(7)(21)	First lien senior secured loan	L +	6.25% (2.75% PIK)	11/2028	51,959	50,861	50,660	2.8	%
Ocala Bidco, Inc.(5)(16)(17)(18)(21)	First lien senior secured delayed draw term loan	L +	5.75%	5/2024	—	(57)	(67)	—	%
Ocala Bidco, Inc.(5)(7)(21)	Second lien senior secured loan	L +	10.50% PIK	11/2033	27,162	26,702	26,755	1.5	%
RL Datix Holdings (USA), Inc.(5)(12)(19)(21)	First lien senior secured loan	SR +	4.50%	4/2025	11,900	11,720	11,692	0.6	%
RL Datix Holdings (USA), Inc.(5)(12)(19)(21)	First lien senior secured revolving loan	SR +	4.50%	10/2024	3,000	2,953	2,948	0.2	%

38

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of December 31, 2022

(Amounts in thousands, except share amounts)

Company(1)(2)(26)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
RL Datix Holdings (USA), Inc.(5)(12)(19)(21)	Second lien senior secured loan	SR +	7.75%	4/2026	5,000	4,916	4,925	0.3	%
RL Datix Holdings (USA), Inc.(5)(12)(19)(21)	Second lien senior secured loan	SR +	7.75%	4/2026	1,167	1,145	1,145	0.1	%
					230,383	226,987	225,853	12.5	%
Household products
Aptive Environmental, LLC(21)(25)	First lien senior secured loan		12.00% (6.00% PIK)	1/2026	3,057	2,564	2,751	0.2	%
Mario Midco Holdings, Inc. (dba Len the Plumber)(5)(10)(21)	Unsecured facility	SR +	10.75% PIK	4/2032	1,632	1,589	1,608	0.1	%
Mario Purchaser, LLC (dba Len the Plumber)(5)(10)(21)	First lien senior secured loan	SR +	5.75%	4/2029	5,217	5,120	5,164	0.3	%
Mario Purchaser, LLC (dba Len the Plumber)(5)(10)(16)(18)(21)	First lien senior secured delayed draw term loan	SR +	5.75%	4/2024	808	776	800	—	%
Mario Purchaser, LLC (dba Len the Plumber)(5)(16)(17)(21)	First lien senior secured revolving loan	SR +	5.75%	4/2028	—	(10)	(6)	—	%
Simplisafe Holding Corporation(5)(10)(21)	First lien senior secured loan	SR +	6.25%	5/2028	2,047	2,010	2,022	0.1	%
Simplisafe Holding Corporation(5)(16)(17)(18)(21)	First lien senior secured delayed draw term loan	SR +	6.25%	5/2024	—	(2)	(1)	—	%
Walker Edison Furniture Company LLC(5)(7)(21)(28)	First lien senior secured loan	L +	8.75% (3.00% PIK)	3/2027	25,561	24,669	13,036	0.7	%
					38,322	36,716	25,374	1.4	%
Human resource support services
Cornerstone OnDemand, Inc.(5)(6)(21)	Second lien senior secured loan	L +	6.50%	10/2029	44,583	43,991	42,800	2.4	%
IG Investments Holdings, LLC (dba Insight Global)(5)(6)(21)	First lien senior secured loan	L +	6.00%	9/2028	68,711	67,540	67,852	3.7	%
IG Investments Holdings, LLC (dba Insight Global)(5)(6)(16)(21)	First lien senior secured revolving loan	L +	6.00%	9/2027	2,168	2,082	2,100	0.1	%
					115,462	113,613	112,752	6.2	%
Infrastructure and environmental services

39

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of December 31, 2022

(Amounts in thousands, except share amounts)

Company(1)(2)(26)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
Tamarack Intermediate, L.L.C. (dba Verisk 3E)(5)(12)(21)	First lien senior secured loan	SR +	5.75%	3/2028	682	670	668	—	%
Tamarack Intermediate, L.L.C. (dba Verisk 3E)(5)(10)(16)(21)	First lien senior secured revolving loan	SR +	5.75%	3/2028	20	18	18	—	%
					702	688	686	—	%
Insurance
Alera Group, Inc.(5)(10)(21)	First lien senior secured loan	SR +	6.00%	10/2028	88,884	87,180	88,217	5.0	%
AmeriLife Holdings LLC (5)(11)(21)	First lien senior secured loan	SR +	5.75%	8/2029	7,273	7,132	7,145	0.4	%
AmeriLife Holdings LLC (5)(12)(16)(18)(21)	First lien senior secured delayed draw term loan	SR +	5.75%	9/2024	1,212	1,183	1,186	0.1	%
AmeriLife Holdings LLC (5)(16)(17)(21)	First lien senior secured revolving loan	SR +	5.75%	8/2028	—	(17)	(16)	—	%
Ardonagh Midco 2 Plc(19)(20)(21)(25)	Unsecured notes		11.50%	1/2027	241	239	228	—	%
Ardonagh Midco 3 Plc(5)(13)(19)(21)	First lien senior secured GBP term loan	SA +	7.00%	7/2026	2,242	2,304	2,242	0.1	%
Ardonagh Midco 3 Plc(5)(15)(19)(21)	First lien senior secured EUR term loan	E +	7.00%	7/2026	210	216	209	—	%
Ardonagh Midco 3 Plc(5)(8)(19)(21)	First lien senior secured USD term loan	L +	5.75%	7/2026	576	567	572	—	%
Ardonagh Midco 3 Plc(5)(14)(18)(19)(21)	First lien senior secured GBP delayed draw term loan	SA +	5.75%	8/2023	211	237	210	—	%
Ardonagh Midco 3 Plc(5)(14)(19)(21)	First lien senior secured EUR delayed draw term loan	E +	6.50%	7/2026	13,661	12,439	13,627	0.8	%
Asurion, LLC(5)(6)(20)(21)	Second lien senior secured loan	L +	5.25%	1/2028	5,000	5,000	3,875	0.2	%
Asurion, LLC(5)(6)(20)(21)	Second lien senior secured loan	L +	5.25%	1/2029	15,000	14,874	11,594	0.6	%
Brightway Holdings, LLC(5)(6)(21)	First lien senior secured loan	L +	6.50%	12/2027	17,761	17,570	17,405	1.0	%
Brightway Holdings, LLC(5)(16)(17)(21)	First lien senior secured revolving loan	L +	6.50%	12/2027	—	(22)	(42)	—	%
Evolution BuyerCo, Inc. (dba SIAA)(5)(11)(21)	First lien senior secured loan	SR +	6.25%	4/2028	29,505	29,166	29,063	1.6	%
Evolution BuyerCo, Inc. (dba SIAA)(5)(16)(17)(21)	First lien senior secured revolving loan	SR +	6.25%	4/2027	—	(23)	(33)	—	%

40

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of December 31, 2022

(Amounts in thousands, except share amounts)

Company(1)(2)(26)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
KUSRP Intermediate, Inc. (dba U.S. Retirement and Benefits Partners)(5)(8)(21)	First lien senior secured loan	L +	9.50% PIK	7/2028	13,670	13,460	13,499	0.7	%
Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services)(5)(8)(21)	First lien senior secured loan	L +	6.00%	11/2028	33,980	33,687	33,895	1.9	%
Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services)(5)(16)(17)(21)	First lien senior secured revolving loan	L +	6.00%	11/2027	—	(12)	(4)	—	%
PCF Midco II, LLC (dba PCF Insurance Services)(21)(25)	First lien senior secured loan		9.00% PIK	10/2031	35,686	32,851	32,117	1.8	%
TEMPO BUYER CORP. (dba Global Claims Services)(5)(7)(21)	First lien senior secured loan	L +	5.50%	8/2028	36,159	35,548	35,255	1.9	%
TEMPO BUYER CORP. (dba Global Claims Services)(5)(16)(17)(18)(21)	First lien senior secured delayed draw term loan	L +	5.50%	8/2023	—	(83)	(155)	—	%
TEMPO BUYER CORP. (dba Global Claims Services)(5)(9)(16)(21)	First lien senior secured revolving loan	P +	4.50%	8/2027	413	333	284	—	%
USRP Holdings, Inc. (dba U.S. Retirement and Benefits Partners)(5)(7)(21)	First lien senior secured loan	L +	5.50%	7/2027	14,904	14,666	14,606	0.8	%
USRP Holdings, Inc. (dba U.S. Retirement and Benefits Partners)(5)(16)(17)(21)	First lien senior secured revolving loan	P +	5.50%	7/2027	—	(17)	(22)	—	%
					316,588	308,478	304,957	16.9	%
Internet software and services
Anaplan, Inc.(5)(10)(21)	First lien senior secured loan	SR +	6.50%	6/2029	27,016	26,761	26,949	1.5	%
Anaplan, Inc.(5)(16)(17)(21)	First lien senior secured revolving loan	SR +	6.50%	6/2028	—	(18)	(5)	—	%
Avalara, Inc.(5)(11)(21)	First lien senior secured loan	SR +	7.25%	10/2028	27,273	26,874	26,864	1.5	%
Avalara, Inc.(5)(16)(17)(21)	First lien senior secured revolving loan	SR +	7.25%	10/2028	—	(40)	(41)	—	%
Bayshore Intermediate #2, L.P. (dba Boomi)(5)(6)(21)	First lien senior secured loan	L +	7.75% PIK	10/2028	21,395	21,023	20,967	1.2	%
Bayshore Intermediate #2, L.P. (dba Boomi)(5)(6)(16)(21)	First lien senior secured revolving loan	L +	6.75%	10/2027	532	503	500	—	%
BCPE Nucleon (DE) SPV, LP(5)(8)(19)(21)	First lien senior secured loan	L +	7.00%	9/2026	40,000	39,580	39,900	2.2	%

41

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of December 31, 2022

(Amounts in thousands, except share amounts)

Company(1)(2)(26)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
BCTO BSI Buyer, Inc. (dba Buildertrend)(5)(11)(21)	First lien senior secured loan	SR +	8.00% (8.00% PIK)	12/2026	10,058	9,978	10,058	0.6	%
BCTO BSI Buyer, Inc. (dba Buildertrend)(5)(16)(17)(21)	First lien senior secured revolving loan	SR +	8.00%	12/2026	—	(16)	—	—	%
CivicPlus, LLC(5)(7)(21)	First lien senior secured loan	L +	6.75% (2.50% PIK)	8/2027	15,397	15,267	15,359	0.8	%
CivicPlus, LLC(5)(16)(17)(21)	First lien senior secured revolving loan	L +	6.25%	8/2027	—	(8)	(3)	—	%
CP PIK Debt Issuer, LLC (dba CivicPlus, LLC)(5)(12)(21)	Unsecured notes	SR +	11.75% PIK	6/2034	6,817	6,633	6,714	0.4	%
EET Buyer, Inc. (dba e-Emphasys)(5)(8)(21)	First lien senior secured loan	L +	5.25%	11/2027	19,399	19,236	19,399	1.1	%
EET Buyer, Inc. (dba e-Emphasys)(5)(16)(17)(21)	First lien senior secured revolving loan	L +	5.25%	11/2027	—	(16)	—	—	%
Forescout Technologies, Inc.(5)(7)(21)	First lien senior secured loan	L +	9.50% (9.50% PIK)	8/2026	43,804	43,417	43,804	2.5	%
Forescout Technologies, Inc.(5)(7)(21)	First lien senior secured loan	L +	9.00% (9.00% PIK)	8/2026	8,688	8,614	8,644	0.5	%
Forescout Technologies, Inc.(5)(16)(17)(18)(21)	First lien senior secured delayed draw term loan	L +	8.00%	7/2024	—	(43)	—	—	%
Forescout Technologies, Inc.(5)(16)(17)(21)	First lien senior secured revolving loan	L +	8.50%	8/2025	—	(21)	—	—	%
GovBrands Intermediate, Inc.(5)(7)(21)	First lien senior secured loan	L +	5.50%	8/2027	8,262	8,097	7,891	0.4	%
GovBrands Intermediate, Inc.(5)(9)(16)(18)(21)	First lien senior secured delayed draw term loan	P +	4.50%	8/2023	1,864	1,819	1,752	0.1	%
GovBrands Intermediate, Inc.(5)(7)(16)(21)	First lien senior secured revolving loan	L +	5.50%	8/2027	793	776	753	—	%
Granicus, Inc.(5)(6)(21)	First lien senior secured loan	L +	5.50%	1/2027	13,394	13,159	13,059	0.7	%
Granicus, Inc.(5)(6)(21)	First lien senior secured delayed draw term loan	L +	6.00%	1/2027	2,530	2,491	2,467	0.1	%

42

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of December 31, 2022

(Amounts in thousands, except share amounts)

Company(1)(2)(26)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
Granicus, Inc.(5)(6)(16)(21)	First lien senior secured revolving loan	L +	6.50%	1/2027	398	379	369	—	%
GS Acquisitionco, Inc. (dba insightsoftware)(5)(7)(21)	First lien senior secured loan	L +	5.75%	5/2026	8,994	8,959	8,949	0.5	%
GS Acquisitionco, Inc. (dba insightsoftware)(5)(21)	First lien senior secured delayed draw term loan	L +	5.75%	5/2026	—	—	—	—	%
Hyland Software, Inc.(5)(6)(21)	Second lien senior secured loan	L +	6.25%	7/2025	6,000	5,998	5,670	0.3	%
MessageBird BidCo B.V.(5)(6)(19)(21)	First lien senior secured loan	L +	6.75%	5/2027	16,000	15,727	15,640	0.9	%
Ministry Brands Holdings, LLC. (5)(6)(21)	First lien senior secured loan	L +	5.50%	12/2028	10,426	10,241	10,166	0.6	%
Ministry Brands Holdings, LLC. (5)(16)(17)(18)(21)	First lien senior secured delayed draw term loan	L +	5.50%	12/2023	—	(29)	(50)	—	%
Ministry Brands Holdings, LLC. (5)(6)(16)(21)	First lien senior secured revolving loan	L +	5.50%	12/2027	504	487	479	—	%
Proofpoint, Inc.(5)(7)(21)	Second lien senior secured loan	L +	6.25%	8/2029	7,500	7,467	7,181	0.4	%
QAD Inc.(5)(6)(21)	First lien senior secured loan	L +	6.00%	11/2027	46,151	45,375	44,997	2.6	%
QAD Inc.(5)(16)(17)(21)	First lien senior secured revolving loan	L +	6.00%	11/2027	—	(97)	(150)	—	%
Sailpoint Technologies Holdings, Inc. (5)(10)(21)	First lien senior secured loan	SR +	6.25%	8/2029	22,820	22,357	22,364	1.2	%
Sailpoint Technologies Holdings, Inc. (5)(16)(17)(21)	First lien senior secured revolving loan	SR +	6.25%	8/2028	—	(41)	(44)	—	%
Securonix, Inc.(5)(11)(21)	First lien senior secured loan	SR +	6.50%	4/2028	847	840	839	—	%
Securonix, Inc.(5)(16)(17)(21)	First lien senior secured revolving loan	SR +	6.50%	4/2028	—	(1)	(2)	—	%
Tahoe Finco, LLC(5)(6)(19)(21)	First lien senior secured loan	L +	6.00%	9/2028	83,721	83,004	82,256	4.6	%
Tahoe Finco, LLC(5)(16)(17)(19)(21)	First lien senior secured revolving loan	L +	6.00%	10/2027	—	(50)	(110)	—	%
Thunder Purchaser, Inc. (dba Vector Solutions)(5)(7)(21)	First lien senior secured loan	L +	5.75%	6/2028	35,825	35,531	35,109	2.0	%
Thunder Purchaser, Inc. (dba Vector Solutions)(5)(7)(16)(18)(21)	First lien senior secured delayed draw term loan	L +	5.75%	8/2023	2,194	2,173	2,111	0.1	%
Thunder Purchaser, Inc. (dba Vector Solutions)(5)(7)(16)(21)	First lien senior secured revolving loan	L +	5.75%	6/2027	735	719	692	—	%

43

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of December 31, 2022

(Amounts in thousands, except share amounts)

Company(1)(2)(26)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
When I Work, Inc.(5)(7)(21)	First lien senior secured loan	L +	7.00% PIK	11/2027	23,410	23,223	22,941	1.3	%
When I Work, Inc.(5)(16)(17)(21)	First lien senior secured revolving loan	L +	6.00%	11/2027	—	(34)	(83)	—	%
Zendesk, Inc.(5)(11)(21)	First lien senior secured loan	SR +	6.50%	11/2028	23,428	22,966	22,842	1.3	%
Zendesk, Inc.(5)(16)(17)(18)(21)	First lien senior secured delayed draw term loan	SR +	6.50%	11/2024	—	(214)	(88)	—	%
Zendesk, Inc.(5)(16)(17)(21)	First lien senior secured revolving loan	SR +	6.50%	11/2028	—	(47)	(60)	—	%
					536,175	528,999	527,049	29.4	%
Leisure and entertainment
Troon Golf, L.L.C.(5)(8)(21)	First lien senior secured loan	L +	5.75%	8/2027	70,059	69,778	70,059	3.9	%
Troon Golf, L.L.C.(5)(16)(17)(21)	First lien senior secured revolving loan	L +	5.75%	8/2026	—	(19)	—	—	%
					70,059	69,759	70,059	3.9	%
Manufacturing
BCPE Watson (DE) ORML, LP (5)(12)(19)(21)(27)	First lien senior secured loan	SR +	6.50%	7/2028	5,000	4,953	4,950	0.3	%
Gloves Buyer, Inc. (dba Protective Industrial Products)(5)(6)(21)	Second lien senior secured loan	L +	8.25%	12/2028	6,300	6,171	6,206	0.3	%
MHE Intermediate Holdings, LLC (dba OnPoint Group)(5)(12)(21)	First lien senior secured loan	SR +	6.00%	7/2027	40,558	40,235	40,151	2.3	%
MHE Intermediate Holdings, LLC (dba OnPoint Group)(5)(12)(21)	First lien senior secured loan	SR +	6.25%	7/2027	6,983	6,851	6,929	0.4	%
MHE Intermediate Holdings, LLC (dba OnPoint Group)(5)(12)(21)	First lien senior secured loan	SR +	6.00%	7/2027	5,302	5,257	5,248	0.3	%
MHE Intermediate Holdings, LLC (dba OnPoint Group)(5)(12)(16)(21)	First lien senior secured revolving loan	SR +	6.00%	7/2027	500	473	464	—	%
Sonny's Enterprises LLC(5)(11)(21)	First lien senior secured loan	SR +	6.75%	8/2026	48,957	48,348	48,957	2.7	%
Sonny's Enterprises LLC(5)(16)(17)(21)	First lien senior secured revolving loan	SR +	6.75%	8/2025	—	(41)	—	—	%
					113,600	112,247	112,905	6.3	%
Professional services

44

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of December 31, 2022

(Amounts in thousands, except share amounts)

Company(1)(2)(26)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
Apex Group Treasury, LLC(5)(7)(19)(21)	Second lien senior secured loan	L +	6.75%	7/2029	11,618	11,448	11,037	0.6	%
Apex Service Partners, LLC(5)(12)(18)(21)	First lien senior secured delayed draw term loan	SR +	5.50%	10/2023	997	985	989	0.1	%
Apex Service Partners, LLC(5)(12)(16)(21)	First lien senior secured revolving loan	SR +	5.25%	7/2025	31	31	31	—	%
Apex Service Partners Intermediate 2, LLC (21)(25)	First lien senior secured loan		12.50% PIK	7/2027	20,479	20,012	20,070	1.1	%
Guidehouse Inc.(5)(6)(21)	First lien senior secured loan	L +	6.25%	10/2028	44,020	43,642	43,580	2.5	%
Relativity ODA LLC(5)(6)(21)	First lien senior secured loan	L +	7.50% PIK	5/2027	16,946	16,774	16,905	0.9	%
Relativity ODA LLC(5)(16)(17)(21)	First lien senior secured revolving loan	L +	6.50%	5/2027	—	(16)	(4)	—	%
					94,091	92,876	92,608	5.2	%
Specialty retail
Ideal Image Development, LLC (5)(10)(21)	First lien senior secured loan	SR +	6.50%	9/2027	7,785	7,638	7,649	0.4	%
Ideal Image Development, LLC (5)(16)(17)(21)	First lien senior secured delayed draw term loan	SR +	6.50%	3/2024	—	(5)	(2)	—	%
Ideal Image Development, LLC (5)(16)(17)(21)	First lien senior secured revolving loan	SR +	6.50%	9/2027	—	(23)	(21)	—	%
Milan Laser Holdings LLC(5)(10)(21)	First lien senior secured loan	SR +	5.00%	4/2027	40,849	40,539	40,849	2.3	%
Milan Laser Holdings LLC(5)(16)(17)(21)	First lien senior secured revolving loan	SR +	5.00%	4/2026	—	(23)	—	—	%
Notorious Topco, LLC (dba Beauty Industry Group)(5)(11)(21)	First lien senior secured loan	SR +	6.75%	11/2027	60,306	59,536	60,005	3.3	%
Notorious Topco, LLC (dba Beauty Industry Group)(5)(11)(16)(18)(21)	First lien senior secured delayed draw term loan	SR +	6.75%	11/2023	5,255	5,148	5,229	0.3	%
Notorious Topco, LLC (dba Beauty Industry Group)(5)(11)(16)(21)	First lien senior secured revolving loan	SR +	6.75%	5/2027	880	817	854	—	%
The Shade Store, LLC(5)(11)(21)	First lien senior secured loan	SR +	6.00%	10/2027	58,500	57,892	56,891	3.1	%
The Shade Store, LLC (5)(11)(21)	First lien senior secured loan	SR +	7.00%	10/2027	9,286	9,023	9,123	0.5	%
The Shade Store, LLC(5)(11)(16)(21)	First lien senior secured revolving loan	SR +	6.00%	10/2026	1,655	1,599	1,492	0.1	%
					184,516	182,141	182,069	10.0	%

45

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of December 31, 2022

(Amounts in thousands, except share amounts)

Company(1)(2)(26)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
Telecommunications
Park Place Technologies, LLC(5)(10)(20)(21)	First lien senior secured loan	SR +	5.00%	11/2027	7,369	7,149	6,924	0.4	%
					7,369	7,149	6,924	0.4	%
Transportation
Motus Group, LLC(5)(6)(21)	Second lien senior secured loan	L +	6.50%	12/2029	10,000	9,910	9,800	0.6	%
					10,000	9,910	9,800	0.6	%
Total non-controlled/non-affiliated portfolio company debt investments					3,278,802	3,236,844	3,204,120	176.6	%
Equity Investments
Automotive
CD&R Value Building Partners I, L.P. (dba Belron)(19)(21)(23)	LP Interest		N/A	N/A	33,061	33,108	33,956	1.9	%
Metis HoldCo, Inc. (dba Mavis Tire Express Services)(21)(23)(25)	Series A Convertible Preferred Stock		7.00% PIK	N/A	32,308	35,340	34,895	1.9	%
						68,448	68,851	3.8	%
Buildings and real estate
Associations Finance, Inc.(21)(23)(25)	Preferred Stock		12.00% PIK	N/A	25,000,000	25,250	25,384	1.4	%
Dodge Construction Network Holdings, L.P.(23)(24)	Class A-2 Common Units		N/A	N/A	431,889	368	367	—	%
Dodge Construction Network Holdings, L.P. (5)(11)(23)	Series A Preferred Units	SR +	8.25%	N/A	—	9	9	—	%
						25,627	25,760	1.4	%
Business services
Denali Holding, LP (dba Summit Companies)(21)(23)(24)	Class A Units		N/A	N/A	413,725	4,215	5,325	0.3	%
Hercules Buyer LLC (dba The Vincit Group)(21)(22)(23)(24)	Common Units		N/A	N/A	450	452	473	—	%
Knockout Intermediate Holdings I Inc. (dba Kaseya)(21)(23)(25)	Perpetual Preferred Stock		11.75% PIK	N/A	6,000	5,857	5,925	0.3	%
						10,524	11,723	0.6	%
Consumer products

46

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of December 31, 2022

(Amounts in thousands, except share amounts)

Company(1)(2)(26)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
ASP Conair Holdings LP(21)(23)(24)	Class A Units		N/A	N/A	12,857	1,286	1,153	0.1	%
						1,286	1,153	0.1	%
Financial services
Amergin Asset Management, LLC (19)(21)(23)(24)	Class A Units		N/A	N/A	50,000,000	—	—	—	%
						—	—	—	%
Food and beverage
Hissho Sushi Holdings, LLC (23)(24)	Class A Units		N/A	N/A	7,502	75	83	—	%
						75	83	—	%
Healthcare equipment and services
KPCI Holdings, LP(21)(23)(24)	Class A Units		N/A	N/A	6,169	6,701	7,160	0.5	%
Maia Aggregator, LP(21)(23)(24)	Class A-2 Units		N/A	N/A	112,360	112	119	—	%
Patriot Holdings SCSp (dba Corza Health, Inc.)(19)(21)(23)(25)	Class A Units		8.00% PIK	N/A	1,653	1,904	1,928	0.1	%
Patriot Holdings SCSp (dba Corza Health, Inc.)(19)(21)(23)(24)	Class B Units		N/A	N/A	22,767	44	266	—	%
Rhea Acquisition Holdings, LP(21)(23)(24)	Series A-2 Units		N/A	N/A	119,048	119	119	—	%
						8,880	9,592	0.6	%
Healthcare providers and services
KOBHG Holdings, L.P. (dba OB Hospitalist)(21)(23)(24)	Class A Interests		N/A	N/A	3,017	3,017	2,802	0.2	%
						3,017	2,802	0.2	%
Healthcare technology
Minerva Holdco, Inc.(21)(23)(25)	Series A Preferred Stock		10.75% PIK	N/A	2,000	2,101	1,924	0.1	%
						2,101	1,924	0.1	%
Household products
Evology LLC(21)(23)(24)	Class B Units		N/A	N/A	113	540	693	—	%
						540	693	—	%
Human resource support services
Sunshine Software Holdings, Inc. (dba Cornerstone OnDemand) (23)(25)	Series A Preferred Stock		10.50% PIK	N/A	12,750	13,425	12,408	0.8	%

47

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of December 31, 2022

(Amounts in thousands, except share amounts)

Company(1)(2)(26)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
						13,425	12,408	0.8	%
Insurance
Accelerate Topco Holdings, LLC (23)(24)	Common Units		N/A	N/A	4,928	136	136	—	%
Evolution Parent, LP (dba SIAA)(21)(23)(24)	LP Interest		N/A	N/A	8,919	892	892	—	%
GrowthCurve Capital Sunrise Co-Invest LP (dba Brightway)(21)(23)(24)	LP Interest		N/A	N/A	421	426	421	—	%
PCF Holdco, LLC (dba PCF Insurance Services)(21)(23)(24)	Class A Units		N/A	N/A	3,770,772	9,563	17,218	0.9	%
						11,017	18,667	0.9	%
Internet software and services
BCTO WIW Holdings, Inc. (dba When I Work)(21)(23)(24)	Class A Common Stock		N/A	N/A	57,000	5,700	5,134	0.3	%
Brooklyn Lender Co-Invest 2, L.P. (dba Boomi)(21)(23)(24)	Common Units		N/A	N/A	1,729,439	1,729	1,701	0.1	%
Elliott Alto Co-Investor Aggregator L.P. (19)(23)(24)	LP Interest		N/A	N/A	2,873,134	2,882	2,873	0.2	%
Project Hotel California Co-Invest Fund, L.P. (19)(23)(24)	LP Interest		N/A	N/A	1,342,354	1,343	1,342	0.1	%
Insight CP (Blocker) Holdings, L.P. (dba CivicPlus, LLC) (19)(23)(24)	LP Interest		N/A	N/A	470,219	470	488	—	%
MessageBird Holding B.V.(19)(21)(23)(24)	Extended Series C Warrants		N/A	N/A	25,540	157	18	—	%
Picard Holdco, Inc.(5)(11)(23)	Series A Preferred Stock	SR +	12.00% PIK	N/A	23,344	22,887	22,849	1.3	%
Project Alpine Co-Invest Fund, LP (19)(23)(24)	LP Interest		N/A	N/A	2,000,000	2,001	2,000	0.1	%
Thunder Topco L.P. (dba Vector Solutions)(21)(23)(24)	Common Units		N/A	N/A	2,138,653	2,139	2,113	0.1	%
WMC Bidco, Inc. (dba West Monroe)(21)(23)(25)	Senior Preferred Stock		11.25% PIK	N/A	33,385	36,077	34,459	1.9	%
Zoro TopCo, Inc. (dba Zendesk)(23)(25)	Series A Preferred Stock		12.50% PIK	N/A	3,225	3,112	3,112	0.2	%
Zoro TopCo, LP (dba Zendesk)(23)(24)	Class A Common Units		N/A	N/A	268,735	2,687	2,687	0.1	%
						81,184	78,776	4.4	%
Manufacturing

48

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of December 31, 2022

(Amounts in thousands, except share amounts)

Company(1)(2)(26)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(3)(4)		Fair Value		Percentage of Net Assets
Gloves Holdings, LP (dba Protective Industrial Products)(21)(23)(24)	LP Interest		N/A	N/A	7,000	700		829		—	%
						700		829		—	%
Total non-controlled/non-affiliated portfolio company equity investments						$	226,824	$	233,261	12.9	%
Total non-controlled/non-affiliated portfolio company investments						$	3,463,668	$	3,437,381	189.5	%
Non-controlled/affiliated portfolio company investments
Equity Investments
Asset based lending and fund finance
AAM Series 2.1 Aviation Feeder, LLC (16)(19)(21)(23)(24)	LLC Interest		N/A	N/A	261,333	262		261		—	%
AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC (16)(19)(21)(23)(24)	LLC Interest		N/A	N/A	—	—		—		—	%
						262		261		—	%
Healthcare technology
LSI Financing 1 DAC(19)(23)(24)(27)	Preferred Equity		N/A	N/A	4,013,497	4,046		4,013		0.2	%
						4,046		4,013		0.2	%
Insurance
Fifth Season Investments LLC(23)(24)(27)	Class A Units		N/A	N/A	8	25,110		25,110		1.4	%
						25,110		25,110		1.4	%
Total non-controlled/affiliated portfolio company equity investments						$	29,418	$	29,384	1.6	%
Total non-controlled/affiliated portfolio company investments						$	29,418	$	29,384	1.6	%
Total Investments						$	3,493,086	$	3,466,765	191.1	%

_________

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

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

(3)The amortized cost represents the original cost adjusted for the amortization or accretion of premium or discount, as applicable, on debt investments using the effective interest method.

49

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of December 31, 2022

(Amounts in thousands, except share amounts)

(4)As of December 31, 2022, the net estimated unrealized loss for U.S. federal income tax purposes was $17.3 million based on a tax cost basis of $3.5 billion. As of December 31, 2022, the estimated aggregate gross unrealized loss for U.S. federal income tax purposes was $40.4 million and the estimated aggregate gross unrealized gain for U.S. federal income tax purposes was $23.1 million.

(5)Loan contains a variable rate structure and may be subject to an interest rate floor. Variable rate loans bear interest at a rate that may be determined by reference to either the London Interbank Offered Rate (“LIBOR” or “L”) (which can include one-, three-, six-, or twelve-month LIBOR), Secured Overnight Financing Rate ("SOFR" or "SR") (which can include one-, three-, six-, or twelve-month SOFR), Euro Interbank Offered Rate (“EURIBOR” or “E”), Sterling Overnight Interbank Average Rate ("SONIA" or "SA") or an alternate base rate (which can include the Federal Funds Effective Rate or the Prime Rate ("Prime" or "P")), at the borrower’s option, and which reset periodically based on the terms of the loan agreement.

(6)The interest rate on these loans is subject to 1 month LIBOR, which as of December 31, 2022 was 4.39%.

(7)The interest rate on these loans is subject to 3 month LIBOR, which as of December 31, 2022 was 4.77%.

(8)The interest rate on these loans is subject to 6 month LIBOR, which as of December 31, 2022 was 5.14%.

(9)The interest rate on these loans is subject to Prime, which as of December 31, 2022 was 7.50%.

(10)The interest rate on these loans is subject to 1 month SOFR, which as of December 31, 2022 was 4.36%.

(11)The interest rate on these loans is subject to 3 month SOFR, which as of December 31, 2022 was 4.59%.

(12)The interest rate on these loans is subject to 6 month SOFR, which as of December 31, 2022 was 4.78%.

(13)The interest rate on these loans is subject to SONIA, which as of December 31, 2022 was 3.43%.

(14)The interest rate on these loans is subject to 3 month EURIBOR, which as of December 31, 2022 was 2.13%.

(15)The interest rate on this loan is subject to 6 month EURIBOR, which as of December 31, 2022 was 2.69%.

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

(17)The negative cost is the result of the capitalized discount being greater than the principal amount outstanding on the loan. The negative fair value is the result of the capitalized discount on the loan.

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

(19)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, 2022, non-qualifying assets represented 13.1% of total assets as calculated in accordance with the regulatory requirements.

(20)Level 2 investment.

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

(22)We invest in this portfolio company through underlying blocker entities Hercules Blocker 1 LLC, Hercules Blocker 2 LLC, Hercules Blocker 3 LLC, Hercules Blocker 4 LLC, and Hercules Blocker 5 LLC.

(23)Security acquired in transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), and may be deemed to be “restricted securities” under the Securities Act. As of December 31, 2022, the aggregate fair value of these securities is $262.6 million or 14.5% of the Company’s net assets. The acquisition dates of the restricted securities are as follows:

Portfolio Company	Investment	Acquisition Date
AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC	LLC Interest	July 1, 2022
AAM Series 2.1 Aviation Feeder, LLC	LLC Interest	July 1, 2022
Accelerate Topco Holdings, LLC	Common Units	September 1, 2022
Project Alpine Co-Invest Fund, LP	LP Interest	June 10, 2022

50

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of December 31, 2022

(Amounts in thousands, except share amounts)

Portfolio Company	Investment	Acquisition Date
Amergin Asset Management, LLC	Class A Units	July 1, 2022
ASP Conair Holdings LP	Class A Units	May 17, 2021
Associations Finance, Inc.	Preferred Stock	June 10, 2022
BCTO WIW Holdings, Inc. (dba When I Work)	Class A Common Stock	November 2, 2021
Brooklyn Lender Co-Invest 2, L.P. (dba Boomi)	Common Units	October 1, 2021
CD&R Value Building Partners I, L.P. (dba Belron)	LP Interest	December 2, 2021
Denali Holding, LP (dba Summit Companies)	Class A Units	September 15, 2021
Dodge Construction Network Holdings, L.P.	Class A-2 Common Units	February 23, 2022
Dodge Construction Network Holdings, L.P.	Series A Preferred Units	February 23, 2022
Elliott Alto Co-Investor Aggregator L.P.	LP Interest	September 27, 2022
Evology LLC	Class B Units	January 24, 2022
Evolution Parent, LP (dba SIAA)	LP Interest	April 30, 2021
Fifth Season Investments LLC	Class A Units	October 17, 2022
Gloves Holdings, LP (dba Protective Industrial Products)	LP Interest	December 29, 2020
GrowthCurve Capital Sunrise Co-Invest LP (dba Brightway)	LP Interest	December 16, 2021
Hercules Buyer, LLC (dba The Vincit Group)	Common Units	December 15, 2020
Hissho Sushi Holdings, LLC	Class A Units	May 17, 2022
Project Hotel California Co-Invest Fund, L.P.	LP Interest	August 9, 2022
Insight CP (Blocker) Holdings, L.P. (dba CivicPlus, LLC)	LP Interest	June 8, 2022
Knockout Intermediate Holdings I Inc. (dba Kaseya)	Perpetual Preferred Stock	June 23, 2022
KOBHG Holdings, L.P. (dba OB Hospitalist)	Class A Interests	September 27, 2021
KPCI Holdings, LP	Class A Units	November 30, 2020
LSI Financing 1 DAC	Preferred Equity	December 14, 2022
Maia Aggregator, LP	Class A-2 Units	February 1, 2022
MessageBird Holding B.V.	Extended Series C Warrants	May 5, 2021
Metis HoldCo, Inc. (dba Mavis Tire Express Services)	Series A Convertible Preferred Stock	May 4, 2021
Minerva Holdco, Inc.	Series A Preferred Stock	February 15, 2022
Patriot Holdings SCSp (dba Corza Health, Inc.)	Class A Units	January 29, 2021
Patriot Holdings SCSp (dba Corza Health, Inc.)	Class B Units	January 29, 2021
PCF Holdco, LLC (dba PCF Insurance Services)	Class A Units	November 1, 2021

51

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of December 31, 2022

(Amounts in thousands, except share amounts)

Portfolio Company	Investment	Acquisition Date
Picard Holdco, Inc.	Series A Preferred Stock	September 30, 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
WMC Bidco, Inc. (dba West Monroe)	Senior Preferred Stock	November 9, 2021
Zoro TopCo, LP (dba Zendesk)	Class A Common Units	November 22, 2022
Zoro TopCo, Inc. (dba Zendesk)	Series A Preferred Stock	November 22, 2022

(24)Investment is non-income producing.

(25)Investment contains a fixed-rate structure.

(26)Unless otherwise indicated, the Company’s portfolio companies are pledged as collateral supporting the amounts outstanding under the Revolving Credit Facility, SPV Asset Facility I and SPV Asset Facility II. See Note 6 “Debt”.

(27)Investment is not pledged as collateral for the Revolving Credit Facility, SPV Asset Facility I or SPV Asset Facility II.

(28)Loan was on non-accrual status as of December 31, 2022.

(29)Under the 1940 Act, the Company is deemed to be an "Affiliated Person" of this portfolio company as the Company owns more than 5% but less than 25% of the portfolio company's outstanding voting securities. The Company’s investments in affiliates for the period ended December 31, 2022, were as follows:

Company	Fair value as of December 31, 2021		Gross Additions(a)		Gross Reductions(b)		Net Change in Unrealized Gain/ (Loss)		Realized Gain/(Loss)		Fair value as of December 31, 2022		Dividend Income		Other Income
AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC(c)	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
AAM Series 2.1 Aviation Feeder, LLC(c)	—		262		—		—		—		262		—		—
Chapford SMA Partnership, L.P.	—		9,481		(9,800)		—		319		—		201		—
Fifth Season Investments LLC	—		25,110		—		—		—		25,110		—		—
LSI Financing 1 DAC	—		4,046		—		(34)		—		4,012		—		—
Total	$	—	$	38,899	$	(9,800)	$	(34)	$	319	$	29,384	$	201	$	—

________

(a) Gross additions include increases in the cost basis of investments resulting from new investments, payment-in-kind interest or dividends, and the amortization of any unearned income or discounts on equity investments, as applicable.

(b) Gross reductions include decreases in the cost basis of investments resulting from principal collections related to investment repayments or sales, and the amortization of any premiums on equity investments, as applicable.

52

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of December 31, 2022

(Amounts in thousands, except share amounts)

(c) In connection with its investment in AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC and AAM Series 2.1 Aviation Feeder, LLC (collectively, “Amergin AssetCo”) the Company made a minority investment in Amergin Asset Management, LLC which has entered into a Servicing Agreement with Amergin AssetCo.

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

53

Blue Owl Capital Corporation III

Consolidated Statements of Changes in Net Assets

(Amounts in thousands)

(Unaudited)

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2023		2022		2023		2022
Increase (Decrease) in Net Assets Resulting from Operations
Net investment income (loss)	$	69,652	$	41,397	$	131,231	$	82,327
Net change in unrealized gain (loss)	(115)		(45,932)		23,761		(61,439)
Net realized gain (loss)	(7)		2		(11,486)		886
Net Increase (Decrease) in Net Assets Resulting from Operations	69,530		(4,533)		143,506		21,774
Distributions
Distributions declared from earnings(1)	(59,054)		(35,424)		(112,552)		(72,214)
Net Decrease in Net Assets Resulting from Shareholders' Distributions	(59,054)		(35,424)		(112,552)		(72,214)
Capital Share Transactions
Issuance of common shares	—		118,180		—		118,180
Reinvestment of distributions	12,297		7,254		23,697		13,005
Net Increase in Net Assets Resulting from Capital Share Transactions	12,297		125,434		23,697		131,185
Total Increase (Decrease) in Net Assets	22,773		85,477		54,651		80,745
Net Assets, at beginning of period	1,845,759		1,663,566		1,813,881		1,668,298
Net Assets, at end of period	$	1,868,532	$	1,749,043	$	1,868,532	$	1,749,043

_______________

(1)For the three and six months ended June 30, 2023 distributions declared from earnings were derived from net investment income and capital gains. For the three and six months ended June 30, 2022, distributions declared from earnings were derived from net investment income and capital gains.

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

54

Blue Owl Capital Corporation III

Consolidated Statements of Cash Flows

(Amounts in thousands)

(Unaudited)

	For the Six Months Ended June 30,
	2023		2022
Cash Flows from Operating Activities
Net Increase (Decrease) in Net Assets Resulting from Operations	$	143,506	$	21,774
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash used in operating activities:
Purchases of investments, net	(133,136)		(260,537)
Proceeds from investments and investment repayments, net	113,005		98,676
Net amortization/accretion of premium/discount on investments	(3,901)		(3,980)
Payment-in-kind interest	(25,777)		(15,177)
Payment-in-kind dividends	(10,776)		(4,499)
Net change in unrealized (gain) loss on investments	(23,595)		61,347
Net change in unrealized (gain) loss on translation of assets and liabilities in foreign currencies	(167)		92
Net realized (gain) loss on investments	11,469		(875)
Amortization of debt issuance costs	2,716		1,758
Amortization of offering costs	8		30
Changes in operating assets and liabilities:
(Increase) decrease in interest receivable	(4,205)		7,020
(Increase) decrease in prepaid expenses and other assets	41		(4,166)
Increase (decrease) in management fee payable	290		914
Increase (decrease) in payables to affiliates	(440)		29
Increase (decrease) in accrued expenses and other liabilities	5,732		2,881
Net cash provided by (used in) operating activities	74,770		(94,713)
Cash Flows from Financing Activities
Borrowings on debt	218,803		311,000
Payments on debt	(200,000)		(250,000)
Debt issuance costs	(1,079)		(4,600)
Proceeds from issuance of common shares	—		117,717
Offering costs paid	(2)		(20)
Cash distributions paid to shareholders	(80,226)		(53,510)
Net cash provided by (used in) financing activities	(62,504)		120,587
Net increase (decrease) in cash	12,266		25,874
Cash, beginning of period	60,053		27,245
Cash, end of period	$	72,319	$	53,119
Supplemental and Non-Cash Information
Interest expense paid	$	51,684	$	16,481
Distributions declared during the period	$	112,552	$	72,214
Reinvestment of distributions during the period	$	23,697	$	13,005
Distribution payable	$	59,054	$	35,424
Taxes, including excise tax, paid during the period	$	850	$	228
Subscriptions receivable	$	—	$	463

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

55

Blue Owl Capital Corporation III

Notes to Consolidated Financial Statements (Unaudited)

Note 1. Organization

Blue Owl Capital Corporation III (f/k/a Owl Rock Capital Corporation III) (the “Company”) is a Maryland corporation formed on January 27, 2020. The Company was formed primarily to originate and make loans to, and make debt and equity investments in middle-market companies based primarily in the United States. The Company invests in senior secured or unsecured loans, subordinated loans or mezzanine loans and, to a lesser extent, equity and equity-related securities including warrants, preferred stock and similar forms of senior equity, which may or may not be convertible into a portfolio company’s common equity. The Company’s investment objective is to generate current income and, to a lesser extent, capital appreciation by targeting investment opportunities with favorable risk-adjusted returns.

The Company has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). In addition, for tax purposes, the Company is treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). Because the Company has elected to be regulated as a BDC and qualifies as a RIC under the Code, the Company’s portfolio is subject to diversification and other requirements.

On April 24, 2020, the Company formed a wholly-owned subsidiary, OR Lending III LLC, a Delaware limited liability company, which holds a California finance lenders license. OR Lending III LLC makes loans to borrowers headquartered in California. From time to time the Company may form wholly-owned subsidiaries to facilitate the normal course of business.

Blue Owl Diversified Credit Advisors LLC (f/k/a Owl Rock Diversified Advisors LLC) (the “Adviser”) serves as the Company’s investment adviser. The Adviser is registered with the Securities and Exchange Commission (“SEC”) as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). The Adviser is an indirect affiliate of Blue Owl Capital Inc. (“Blue Owl”) (NYSE: OWL) and part of Blue Owl's Credit platform, which focuses on direct lending. Blue Owl consists of three investment platforms: (1) Credit, which focuses on direct lending, (2) GP Strategic Capital, which focuses on providing capital to institutional alternative asset managers and (3) Real Estate, which focuses on 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.

The Company conducts private offerings (the “Private Offering”) of its common shares to accredited investors in reliance on exemptions from the registration requirements of the Securities Act of 1933, as amended. At the closing of any Private Offering, each investor makes a capital commitment (a “Capital Commitment”) to purchase shares of the Company’s common stock pursuant to a subscription agreement (“Subscription Agreement”) entered into with the Company. Until the earlier of a Liquidity Event (as defined below) and the end of the Commitment Period (as defined below), investors are required to fund drawdowns to purchase shares of the Company’s common stock up to the amount of their respective Capital Commitment on an as-needed basis each time the Company delivers a drawdown notice to its investors. The initial closing of the Private Offering occurred on June 5, 2020 (the “Initial Closing”). During the Commitment Period (as defined below), the Adviser may, in its sole discretion, permit one or more additional closings (“Subsequent Closings”) as additional Capital Commitments are obtained (the conclusion of all Subsequent Closings, if any, the “Final Closing”). The “Commitment Period” will continue until the seven year anniversary of the Initial Closing. If the Company has not consummated a Liquidity Event (as defined below) by the end of the Commitment Period, subject to extension for two additional one-year periods, in the sole discretion of the Board, the Board (subject to any necessary shareholder approvals and applicable requirements of the 1940 Act will use its commercially reasonable efforts to wind down and/or liquidate and dissolve the Company in an orderly manner. A “Liquidity Event” could include: (i) future quotation or listing of the Company’s securities on a national securities exchange (“Exchange Listing"); (ii) a transaction, including a merger, in which shareholders receive cash or shares of an entity, including an entity that is affiliated with the Company, and such shares are listed on a national securities exchange; or (iii) the sale of all or substantially all of the Company’s assets.

On June 17, 2020, the Company commenced its loan origination and investment activities contemporaneously with the initial drawdown from investors in the Private Offering. In June 2020, the Company made its first portfolio investment.

56

Blue Owl Capital Corporation III

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 was initially capitalized on June 4, 2020 and commenced operations on June 5, 2020 with the initial closing of its Private Offering. 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 was adopted by the SEC in January 2021 and establishes requirements for determining fair value in good faith for purposes of the 1940 Act. The Company complied with the mandatory provisions of Rule 2a-5 by the September 2022 compliance date. Additionally, commencing with the fourth quarter of 2022, 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 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.

57

Blue Owl Capital Corporation III

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

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

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

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

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

58

Blue Owl Capital Corporation III

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

Pursuant to ASC 815 Derivatives and Hedging, all derivative instruments entered into by the Company are designated as hedging instruments. For all derivative instruments designated as a hedge, the entire change in the fair value of the hedging instrument shall be recorded in the same line item of the Consolidated Statements of Operations as the hedged item. Fair value is estimated by discounting remaining payments using applicable current market rates, or market quotes, if available. Rule 18f-4 was adopted by the SEC in December 2020, and requires BDCs that use derivatives to, among other things, comply with a value-at-risk leverage limit, adopt a derivatives risk management program, and implement certain testing and board reporting procedures. The Company does not currently use derivatives.

Foreign Currency

Foreign currency amounts are translated into U.S. dollars on the following basis:

•cash, fair value of investments, outstanding debt, other assets and liabilities: at the spot exchange rate on the last business day of the period; and

•purchases and sales of investments, borrowings and repayments of such borrowings, income and expenses: at the rates of exchange prevailing on the respective dates of such transactions.

The Company includes net changes in fair values on investments held resulting from foreign exchange rate fluctuations with the change in unrealized gains (losses) on translation of assets and liabilities in foreign currencies on the Consolidated Statements of Operations. The Company’s current approach to hedging the foreign currency exposure in its non-U.S. dollar denominated investments is primarily to borrow the par amount in local currency under the Company’s Revolving Credit Facility to fund these investments. Fluctuations arising from the translation of foreign currency borrowings are included with the net change in unrealized gains (losses) on translation of assets and liabilities in foreign currencies on the Consolidated Statements of Operations.

Investments denominated in foreign currencies and foreign currency transactions may involve certain considerations and risks not typically associated with those of domestic origin, including unanticipated movements in the value of the foreign currency relative to the U.S. dollar.

Interest and Dividend Income Recognition

Interest income is recorded on the accrual basis and includes amortization or accretion of premiums or discounts. Certain investments may have contractual payment-in-kind (“PIK”) interest or dividends. 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 June 30, 2023, PIK interest and PIK dividend income earned was $12.4 million and $3.9 million, representing approximately 11.7% and 3.7% of investment income, respectively. For the six months ended June 30, 2023, PIK interest and PIK dividend income earned was $24.9 million and $8.9 million, representing 12.2% and 4.3% of investment income, respectively. For the three months ended June 30, 2022, PIK interest and PIK dividend income earned was $7.5 million and $2.2 million, representing approximately 12.7% and less than 5.0% of investment income, respectively. For the six months ended June 30, 2022, PIK interest and PIK dividend income earned was $14.1 million and $4.1 million, representing 12.3% and less than 5.0% of investment income, respectively. Discounts and premiums to par value on securities purchased are amortized into interest income over the contractual life of the respective security using the effective yield method. The amortized cost of investments represents the original cost adjusted for the amortization or accretion of premiums or discounts, if any. Upon prepayment of a loan or debt security, any prepayment premiums, unamortized upfront loan origination fees and unamortized discounts are recorded as interest income in the current period.

Loans are generally placed on non-accrual status when there is reasonable doubt that principal or interest will be collected in full. Accrued interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability. If at any point the Company believes PIK interest or dividends are not expected to be realized, the investment generating PIK interest or dividends will be placed on non-accrual status. When a PIK investment is placed on non-accrual status, the accrued, uncapitalized interest or dividends are generally reversed through interest

59

Blue Owl Capital Corporation III

Notes to Consolidated Financial Statements (Unaudited) - Continued

income. Non-accrual loans are restored to accrual status when past due principal and interest is paid current and, in management’s judgment, are likely to remain current. Management may make exceptions to this treatment and determine to not place a loan on non-accrual status if the loan has sufficient collateral value and is in the process of collection.

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

Other Income

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

Offering Expenses

Costs associated with the offering of common shares of the Company are capitalized as deferred offering expenses and are included in prepaid expenses and other assets in the Consolidated Statements of Assets and Liabilities and are amortized over a twelve-month period beginning with commencement of operations and any additional expenses for other offerings from incurrence. These expenses consist primarily of legal fees and other costs incurred in connection with the Company’s share offerings, the preparation of the Company’s registration statement, and registration fees.

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 its taxable year ending December 31, 2020 and intends to continue to qualify annually thereafter as a RIC. So long as the Company maintains its tax treatment as a RIC, it generally will not pay U.S. federal income taxes at corporate rates on any ordinary income or capital gains that it distributes at least annually to its shareholders as dividends. Instead, any tax liability related to income earned and distributed by the Company represents obligations of the Company’s investors and will not be reflected in the consolidated financial statements of the Company.

To qualify as a RIC, the Company must, among other things, meet certain source-of-income and asset diversification requirements. In addition, to qualify for RIC tax treatment, the Company must distribute to its shareholders, for each taxable year, at least 90% of its “investment company taxable income” for that year, which is generally its ordinary income plus the excess of its realized net short-term capital gains over its realized net long-term capital losses. In order for the Company not to be subject to U.S. federal excise taxes, it must distribute annually an amount at least equal to the sum of (i) 98% of its net ordinary income (taking into account certain deferrals and elections) for the calendar year, (ii) 98.2% of its capital gains in excess of capital losses for the one-year period ending on October 31 of the calendar year and (iii) any net ordinary income and capital gains in excess of capital losses for preceding years that were not distributed during such

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years. The Company, at its discretion, may carry forward taxable income in excess of calendar year dividends and pay a 4% nondeductible U.S. federal excise tax on this income.

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

The Company evaluates tax positions taken or expected to be taken in the course of preparing its consolidated financial statements to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions not deemed to meet the “more-likely-than-not” threshold are reserved and recorded as a tax benefit or expense in the current year. All penalties and interest associated with income taxes are included in income tax expense. Conclusions regarding tax positions are subject to review and may be adjusted at a later date based on factors including, but not limited to, on-going analyses of tax laws, regulations and interpretations thereof. There were no material uncertain tax positions through December 31, 2022. As applicable, the Company’s prior three tax years remain subject to examination by U.S. federal, state and local tax authorities.

Distributions to Common Shareholders

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

The Company has adopted a dividend reinvestment plan that provides for reinvestment of any cash distributions on behalf of shareholders, unless a shareholder elects to receive cash. As a result, if the Board authorizes and declares a cash distribution, then the shareholders who have not “opted out” of the dividend reinvestment plan will have their cash distribution automatically reinvested in additional shares of the Company’s common stock, rather than receiving the cash distribution. The Company expects to use newly issued shares 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 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 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. ASU No. 2021-01 provides increased clarity as the Company continues to evaluate the transition of reference rates and is currently evaluating the impact of adopting ASU No. 2020-04, 2021-01 and 2022-06 on the consolidated financial statements.

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

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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. The Company is currently evaluating the impact of adopting ASU No. 2022-03 on the consolidated financial statements.

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

Note 3. Agreements and Related Party Transactions

Administration Agreement

The Company has entered into an amended and restated Administration Agreement (the “Administration Agreement”) with the Adviser. The Administration Agreement became effective on May 18, 2021. Under the terms of the Administration Agreement, the Adviser performs, or oversees the performance of, required administrative services, which include providing office space, equipment and office services, maintaining financial records, preparing reports to shareholders and reports filed with the SEC, and managing the payment of expenses and the performance of administrative and professional services rendered by others.

The Administration Agreement also provides that the Company reimburses the Adviser for certain organization costs incurred prior to the commencement of the Company’s operations, and for certain offering costs.

The Company reimburses the Adviser for services performed for it pursuant to the terms of the Administration Agreement. In addition, pursuant to the terms of the Administration Agreement, the Adviser may delegate its obligations under the Administration Agreement to an affiliate or to a third party and the Company will reimburse the Adviser for any services performed for it by such affiliate or third party.

Unless earlier terminated as described below, the Administration Agreement will remain in effect for two years from the date it first became effective, and will remain in effect from year to year thereafter if approved annually by (1) the vote of the Board or by the holders of a majority of the Company’s outstanding voting securities and, (2) the vote of a majority of the Company's directors who are not "interested persons" of the Company, of the Adviser or of any of their respective affiliates, as defined in the 1940 Act (the "independent directors"). On May 8, 2023, the Board approved the continuation of the Administration Agreement. The Administration Agreement may be terminated at any time, without the payment of any penalty, upon 60 days’ written notice, by the vote of a majority of the outstanding voting securities of the Company (as defined in the 1940 Act), or by the vote of a majority of the Board or by the Adviser.

No person who is an officer, director, or employee of the Adviser or its affiliates and who serves as a director of the Company receives any compensation from the Company for his or her services as a director. However, the Company reimburses the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser or its affiliates to the Company’s Chief Compliance Officer, Chief Financial Officer and their respective staffs (based on the percentage of time those individuals devote, on an estimated basis, to the business and affairs of the Company). Directors who are not affiliated with the Adviser receive compensation for their services and reimbursement of expenses incurred to attend meetings.

For the three and six months ended June 30, 2023, the Company incurred expenses of approximately $0.4 million and $0.9 million, respectively, for costs and expenses reimbursable to the Adviser under the terms of the Administration Agreement. For the three and six months ended June 30, 2022, the Company incurred expenses of approximately $0.5 million and $0.9 million, respectively, for costs and expenses reimbursable to the Adviser under the terms of the Administration Agreement.

Investment Advisory Agreement

The Company has entered into an amended and restated Investment Advisory Agreement (the “Investment Advisory Agreement”) with the Adviser. The Investment Advisory Agreement became effective on May 18, 2021. Under the terms of the Investment Advisory Agreement, the Adviser is responsible for managing the Company’s business and activities, including sourcing investment opportunities, conducting research, performing diligence on potential investments, structuring its investments, and monitoring its portfolio companies on an ongoing basis through a team of investment professionals.

The Adviser’s services under the Investment Advisory Agreement are not exclusive, and it is free to furnish similar services to other entities so long as its services to the Company are not impaired.

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Unless earlier terminated as described below, the Investment Advisory Agreement will remain in effect for two years from the date it first became effective, and will remain in effect from year-to-year thereafter if approved annually by a majority of the Board or by the holders of a majority of the Company’s outstanding voting securities and, in each case, by a majority of independent directors. On May 8, 2023, the Board approved the continuation of the Investment Advisory Agreement.

The Investment Advisory Agreement will automatically terminate within the meaning of the 1940 Act and related SEC guidance and interpretations in the event of its assignment. In accordance with the 1940 Act, without payment of penalty, the Company may terminate the Investment Advisory Agreement with the Adviser upon 60 days’ written notice. The decision to terminate the agreement may be made by a majority of the Board or the shareholders holding a majority (as defined under the 1940 Act) of the outstanding shares of the Company’s common stock or the Adviser. In addition, without payment of penalty, the Adviser may generally terminate the Investment Advisory Agreement upon 60 days’ written notice.

From time to time, the Adviser may pay amounts owed by the Company to third-party providers of goods or services, including the Board, and the Company will subsequently reimburse the Adviser for such amounts paid on its behalf. Amounts payable to the Adviser are settled in the normal course of business without formal payment terms.

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

The management fee is payable quarterly in arrears. Prior to an Exchange Listing, the management fee is payable at an annual rate of 0.50% of the Company’s average gross assets, excluding cash and cash equivalents but including assets purchased with borrowed amounts, at the end of the Company’s two most recently completed calendar quarters.

Following an Exchange Listing, the management fee is payable at an annual rate of (x) 1.50% of the Company’s average gross assets (excluding cash and cash equivalents but including assets purchased with borrowed amounts) that is above an asset coverage ratio of 200% calculated in accordance with Sections 18 and 61 of the 1940 Act and (y) 1.00% of the Company’s average gross assets (excluding cash and cash equivalents but including assets purchased with borrowed amounts) that is below an asset coverage ratio of 200% calculated in accordance with Sections 18 and 61 of the 1940 Act, in each case, at the end of the two most recently completed calendar quarters. The management fee for any partial month or quarter, as the case may be, will be appropriately prorated and adjusted for any share issuances or repurchases during the relevant calendar months or quarters, as the case may be.

For the three and six months ended June 30, 2023, management fees were $4.5 million and $8.9 million, respectively. For the three and six months ended June 30, 2022, management fees were $3.7 million and $7.4 million, respectively.

Pursuant to the Investment Advisory Agreement, the Adviser will not be entitled to an incentive fee prior to an Exchange Listing. Following an Exchange Listing, the incentive fee consists of two components that are independent of each other, with the result that one component may be payable even if the other is not. A portion of the incentive fee is based on the Company’s pre-incentive fee net investment income and a portion is based on the Company’s capital gains. The portion of the incentive fee based on pre-incentive fee net investment income will be calculated and payable quarterly in arrears commencing with the first calendar quarter following an Exchange Listing, and will equal 100% of the pre-incentive fee net investment income in excess of a 1.5% quarterly “hurdle rate,” until the Adviser has received 17.5% of the total pre-incentive fee net investment income for that calendar quarter and, for pre-incentive fee net investment income in excess of 1.82% quarterly, 17.5% of all remaining pre-incentive fee net investment income for that calendar quarter.

The second component of the incentive fee, the capital gains incentive fee, payable at the end of each calendar year in arrears, equals 17.5% of cumulative realized capital gains from the date on which an Exchange Listing, if any, becomes effective (the "Listing Date") to the end of each calendar year, less cumulative realized capital losses and unrealized capital depreciation from the Listing Date to the end of each calendar year, less the aggregate amount of any previously paid capital gains incentive fee for prior periods. The Company will accrue, but will not pay, a capital gains incentive fee with respect to unrealized appreciation because a capital gains incentive fee would be owed to the Adviser if the Company were to sell the relevant investment and realize a capital gain. The fees that are payable under the Investment Advisory Agreement for any partial period will be appropriately prorated. For the sole purpose of calculating the capital gains incentive fee, the cost basis as of the Listing Date for all of our investments made prior to the Listing Date will be equal to the fair market value of such investments as of the last day of the calendar quarter in which the Listing Date occurs;

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provided, however, that in no event will the capital gains incentive fee payable pursuant to the Investment Advisory Agreement be in excess of the amount permitted by the Advisers Act of 1940, as amended, including Section 205 thereof.

There were no performance based incentive fees on net investment income for the three and six months ended June 30, 2023 and 2022.

There were no capital gains based incentive fees for the three and six months ended June 30, 2023 and 2022.

Dealer Manager Agreement; Placement Agent Agreement

On June 4, 2020, the Company and the Adviser entered into a dealer manager agreement (the “Dealer Manager Agreement”) with Blue Owl Securities LLC (formerly, Owl Rock Capital Securities LLC) (“Blue Owl Securities”), pursuant to which Blue Owl Securities and certain participating broker-dealers will solicit Capital Commitments. In addition, the Company has entered into a placement agent agreement (the “Placement Agent Agreement”) with Blue Owl Securities pursuant to which employees of Blue Owl Securities may conduct placement activities.

Blue Owl Securities, an affiliate of Blue Owl, is registered as a broker-dealer with the SEC and is a member of the Financial Industry Regulatory Authority. Fees paid pursuant to these agreements will be paid by the Adviser.

Affiliated Transactions

The Company may be prohibited under the 1940 Act from participating in certain transactions with its affiliates without prior approval of the directors who are not interested persons, and in some cases, the prior approval of the SEC. The Company relies on an order for exemptive relief (the "Order") that has been granted to Blue Owl Credit Advisors LLC (“OCA”) and its affiliates to co-invest with other funds managed by the Adviser or certain affiliates, in a manner consistent with the Company’s investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors. Pursuant to the Order, the Company generally is permitted to co-invest with certain of its affiliates if a “required majority” (as defined in Section 57(o) of the 1940 Act) of the Board make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the transaction, including the consideration to be paid, are reasonable and fair to the Company and its shareholders and do not involve overreaching by the Company or its shareholders on the part of any person concerned, (2) the transaction is consistent with the interests of the Company’s shareholders and is consistent with its investment objective and strategies, (3) the investment by its affiliates would not disadvantage the Company, and the Company’s participation would not be on a basis different from or less advantageous than that on which its affiliates are investing, and (4) the proposed investment by the Company would not benefit the Adviser or its affiliates or any affiliated person of any of them (other than the parties to the transaction), except to the extent permitted by the exemptive relief and applicable law, including the limitations set forth in Section 57(k) of the 1940 Act. In addition, the Company has received an amendment to its Order to permit it to participate in follow-on investments in its existing portfolio companies with certain affiliates that are private funds if such private funds did not have an investment in such existing portfolio company.

The Adviser is affiliated with OCA, Blue Owl Technology Credit Advisors LLC (“OTCA”), Blue Owl Technology Credit Advisors II LLC ("OTCA II") and Blue Owl Credit Private Fund Advisors LLC (“OPFA” and together with OCA, OTCA, OTCA II and the Adviser, the “Blue Owl Credit Advisers”), which are also investment advisers. The Blue Owl Credit Advisers are affiliates of Blue Owl and comprise part of Blue Owl's Credit platform, which focuses on direct lending. The Blue Owl Credit Advisers’ allocation policy seeks to ensure equitable allocation of investment opportunities over time between the Company and other funds managed by the Adviser or its affiliates. As a result of the Order, there could be significant overlap in the Company’s investment portfolio and the investment portfolio of the business development companies, private funds and separately managed accounts managed by the Blue Owl Credit Advisers (collectively, the "Blue Owl Credit Clients") and/or other funds managed by the Adviser or its affiliates that could avail themselves of the Order and that have an investment objective similar to the Company’s.

License Agreement

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

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Non-Controlled/Affiliated Portfolio Companies

Under the 1940 Act, the Company is required to separately identify non-controlled investments where it owns 5% or more of a portfolio company’s outstanding voting securities and/or has the power to exercise control over the management or policies of such portfolio company as investments in “affiliated” companies. In addition, under the 1940 Act, the Company is required to separately identify investments where it owns more than 25% of a portfolio company’s outstanding voting securities and/or has the power to exercise control over the management or policies of such portfolio company as investments in “controlled” companies. Under the 1940 Act, "non-affiliated investments" are defined as investments that are neither controlled investments nor affiliated investments. Detailed information with respect to the Company’s non-controlled, non-affiliated; non-controlled, affiliated; and controlled affiliated investments is contained in the accompanying consolidated financial statements, including the consolidated schedule of investments.

The Company has made investments in non-controlled, affiliated companies, including AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC and AAM Series 2.1 Aviation Feeder, LLC (collectively, “Amergin AssetCo”), Fifth Season Investments LLC ("Fifth Season"), and LSI Financing 1 DAC ("LSI Financing").

Amergin was created to invest in a leasing platform focused on railcar and aviation assets and consists of Amergin AssetCo and Amergin Asset Management, LLC, which has entered into a Servicing Agreement with Amergin AssetCo. The Company made a $15.0 million equity commitment to Amergin on July 1, 2022. The Company's investment in Amergin is a co-investment made with the Company's affiliates in accordance with the terms of the Order.

Fifth Season is a portfolio company created to invest in life settlement assets. On July 18, 2022, the Company made a $15.9 million equity commitment to Fifth Season. The Company increased its commitment on October 17, 2022, November 9, 2022, November 15, 2022, November 29, 2022, February 9, 2023, May 3, 2023, June 1, 2023, June 13, 2023 and June 20, 2023 by $20.6 million, $0.5 million, $2.1 million, $2.0 million, $1.5 million, $1.5 million, $1.0 million, $1.0 million, and $1.0 million, respectively. The Company's investment in Fifth Season is a co-investment with its affiliates in accordance with the terms of the Order.

LSI Financing is a portfolio company formed to acquire contractual rights to revenue pursuant to earnout agreements generally in the life sciences space. On December 14, 2022, the Company made a $4.0 million commitment to LSI Financing. The Company increased its commitment to LSI Financing on February 17, 2023, February 24, 2023, and March 16, 2023 by $1.8 million, $0.2 million and $7.7 million. The Company's investment in LSI Financing is a co-investment made with the Company's affiliates in accordance with the terms of the Order.

Promissory Note

The Company, as borrower, has entered into a Loan Agreement as amended and restated through the date hereof (the "FIC Agreement") with Owl Rock Feeder FIC BDC III LLC ("Feeder FIC"), an affiliate of the Adviser, as lender, to enter into revolving promissory notes (the "Promissory Notes") to borrow up to an aggregate of $250 million from Feeder FIC. See Note 6 "Debt".

On June 22, 2022, the Company and Feeder FIC entered into a Termination Agreement (the "Termination Agreement") pursuant to which the FIC Agreement was terminated. At the time the Termination Agreement was executed there were no amounts outstanding pursuant to the FIC Agreement or Promissory Notes.

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.

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

	June 30, 2023				December 31, 2022
($ in thousands)	Amortized Cost		Fair Value		Amortized Cost		Fair Value
First-lien senior secured debt investments	$	2,738,611	$	2,743,572	$	2,737,121	$	2,723,784
Second-lien senior secured debt investments	437,577		427,502		442,265		427,927
Unsecured debt investments	60,617		58,218		57,458		52,409
Preferred equity investments(1)	179,051		175,840		148,104		144,978
Common equity investments(2)	126,346		137,394		108,138		117,667
Total Investments	$	3,542,202	$	3,542,526	$	3,493,086	$	3,466,765

_______________

(1)Includes equity investment in LSI Financing.

(2)Includes equity investment in Amergin AssetCo and Fifth Season.

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

	June 30, 2023		December 31, 2022
Advertising and media	3.0	%	3.1	%
Aerospace and defense	0.4		0.4
Asset based lending and fund finance(1)	1.5		1.2
Automotive	3.4		3.4
Buildings and real estate	3.6		3.3
Business services	6.4		6.2
Chemicals	2.2		2.4
Consumer products	3.3		2.9
Containers and packaging	3.5		3.7
Distribution	1.8		1.7
Education	0.6		0.6
Financial services	2.9		4.1
Food and beverage	3.6		3.9
Healthcare equipment and services	3.0		3.0
Healthcare providers and services	7.8		7.7
Healthcare technology	6.5		6.7
Household products	0.9		0.8
Human resource support services	3.4		3.6
Infrastructure and environmental services	0.0		0.0
Insurance(2)	10.3		10.1
Internet software and services	17.3		17.5
Leisure and entertainment	2.0		2.0
Manufacturing	3.2		3.3
Pharmaceuticals(3)	0.4		—
Professional services	3.3		2.7
Specialty retail	5.1		5.2
Telecommunications	0.3		0.2
Transportation	0.3		0.3
Total	100.0	%	100.0	%

_______________

(1)Includes equity investment in Amergin AssetCo.

(2)Includes equity investment in Fifth Season.

(3)Includes equity investment in LSI Financing.

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

	June 30, 2023		December 31, 2022
United States:
Midwest	21.4	%	22.3	%
Northeast	18.0		17.6
South	28.7		28.4
West	23.5		23.3
International	8.4		8.4
Total	100.0	%	100.0	%

Note 5. 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 June 30, 2023
($ in thousands)	Level 1		Level 2		Level 3		Total
First-lien senior secured debt investments	$	—	$	7,109	$	2,736,463	$	2,743,572
Second-lien senior secured debt investments	—		42,898		384,604		427,502
Unsecured debt investments	—		236		57,982		58,218
Preferred equity investments(1)	—		—		175,840		175,840
Common equity investments(2)	—		—		137,394		137,394
Total Investments at fair value	$	—	$	50,243	$	3,492,283	$	3,542,526

_______________

(1)Includes equity investment in LSI Financing.

(2)Includes equity investment in Amergin AssetCo and Fifth Season.

	Fair Value Hierarchy as of December 31, 2022
($ in thousands)	Level 1		Level 2		Level 3		Total
First-lien senior secured debt investments	$	—	$	6,924	$	2,716,860	$	2,723,784
Second-lien senior secured debt investments	—		29,267		398,660		427,927
Unsecured debt investments	—		228		52,181		52,409
Preferred equity investments	—		—		144,978		144,978
Common equity investments	—		—		117,667		117,667
Total Investments at fair value	$	—	$	36,419	$	3,430,346	$	3,466,765

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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 June 30, 2023
($ in thousands)	First-lien senior secured debt investments		Second-lien senior secured debt investments		Unsecured debt investments		Preferred equity investments		Common equity investments		Total
Fair value, beginning of period	2,742,688		385,298		55,139		162,496		128,355		$	3,473,976
Purchases of investments, net	63,761		0		1		10,154		7,920		81,836
Payment-in-kind	12,243		1,116		1,675		5,129		63		20,226
Proceeds from investments, net	(82,397)		(2,400)		—		(1,031)		(248)		(86,076)
Net realized gains (losses)	33		—		—		—		—		33
Net change in unrealized gain (loss)	(1,408)		453		1,374		(1,010)		1,304		713
Net amortization/accretion of premium/discount on investments	1,543		137		27		102		—		1,809
Transfers between investment types	—		—		—		—		—		—
Transfers into (out of) Level 3(1)	—		—		(234)		—		—		(234)
Fair value, end of period	$	2,736,463	$	384,604	$	57,982	$	175,840	$	137,394	$	3,492,283

________________

(1)Transfers between levels, if any, are recognized at the beginning of the period in which the transfers occur. For the period ended June 30, 2023, transfers in to and out of Level 3 into Level 2 were a result of changes in the observability of significant inputs for certain portfolio companies.

69

Blue Owl Capital Corporation III

Notes to Consolidated Financial Statements (Unaudited) - Continued

	As of and for the Six Months Ended June 30, 2023
($ in thousands)	First-lien senior secured debt investments		Second-lien senior secured debt investments		Unsecured debt Investments		Preferred equity investments		Common equity investments		Total
Fair value, beginning of period	$	2,716,860	$	398,660	$	52,181	$	144,978	$	117,667	$	3,430,346
Purchases of investments, net	100,715		0		0		21,104		11,317		133,136
Payment-in-kind	20,440		2,194		3,144		10,676		101		36,555
Proceeds from investments, net	(104,458)		(7,200)		(36)		(1,031)		(254)		(112,979)
Net realized gains (losses)	(11,465)		—		(4)		—		—		(11,469)
Net change in unrealized gain (loss)	18,083		2,549		2,658		(84)		1,517		24,723
Net amortization/accretion of premium/discount on investments	3,334		294		39		197		—		3,864
Transfers between investment types	(7,046)		—		—		—		7,046		—
Transfers into (out of) Level 3(1)	—		(11,893)		—		—		—		(11,893)
Fair value, end of period	$	2,736,463	$	384,604	$	57,982	$	175,840	$	137,394	$	3,492,283

________________

(1)Transfers between levels, if any, are recognized at the beginning of the period in which the transfers occur. For the period ended June 30, 2023, transfers in to and out of Level 3 into Level 2 were a result of changes in the observability of significant inputs for certain portfolio companies.

	As of and for the Three Months Ended June 30, 2022
($ in thousands)	First-lien senior secured debt investments		Second-lien senior secured debt investments		Unsecured debt investments		Preferred equity investments		Common equity investments		Total
Fair value, beginning of period	$	2,304,544	$	358,626	$	47,214	$	81,700	$	75,477	$	2,867,561
Purchases of investments, net	106,116		1,560		7,650		30,163		2,954		148,443
Payment-in-kind	7,934		940		753		2,327		34		11,988
Proceeds from investments, net	(17,766)		(699)		—		—		—		(18,465)
Net realized gains (losses)	6		—		—		—		—		6
Net change in unrealized gain (loss)	(19,146)		(12,399)		(3,808)		(5,091)		(5,283)		(45,727)
Net amortization/accretion of premium/discount on investments	1,496		118		20		63		—		1,697
Transfers into (out of) Level 3(1)	—		6,508		—		—		—		6,508
Fair value, end of period	$	2,383,184	$	354,654	$	51,829	$	109,162	$	73,182	$	2,972,011

________________

(1)Transfers between levels, if any, are recognized at the beginning of the period in which the transfers occur.

70

Blue Owl Capital Corporation III

Notes to Consolidated Financial Statements (Unaudited) - Continued

	As of and for the Six Months Ended June 30, 2022
($ in thousands)	First-lien senior secured debt investments		Second-lien senior secured debt investments		Unsecured debt Investments		Preferred equity investments		Common equity investments		Total
Fair value, beginning of period	$	2,278,183	$	387,991	$	46,620	$	83,788	$	73,098	$	2,869,680
Purchases of investments, net	213,586		2,540		8,638		32,124		3,648		260,536
Payment-in-kind	11,793		1,632		1,751		4,428		71		19,675
Proceeds from investments, net	(92,040)		(699)		—		(5,464)		—		(98,203)
Net realized gains (losses)	43		—		—		831		—		874
Net change in unrealized gain (loss)	(31,791)		(14,655)		(5,223)		(6,426)		(4,003)		(62,098)
Net amortization/accretion of premium/discount on investments	3,410		233		43		249		—		3,935
Transfers between investment types	—		—		—		(368)		368		—
Transfers into (out of) Level 3(1)	—		(22,388)		—		—		—		(22,388)
Fair value, end of period	$	2,383,184	$	354,654	$	51,829	$	109,162	$	73,182	$	2,972,011

________________

(1)Transfers between levels, if any, are recognized at the beginning of the period in which the transfers occur.

The table below presents information with respect to net change in unrealized gains (losses) on investments for which Level 3 inputs were used in determining the fair value that are still held by the Company for the following periods:

($ in thousands)	Net change in unrealized gain (loss) for the three months ended June 30, 2023 on Investments Held at June 30, 2023		Net change in unrealized gain (loss) for the three months ended June 30, 2022 on Investments Held at June 30, 2022
First-lien senior secured debt investments	$	(1,366)	$	(19,159)
Second-lien senior secured debt investments	453		(12,399)
Unsecured debt investments	1,374		(3,808)
Preferred equity investments	(1,010)		(5,091)
Common equity investments	1,309		(5,283)
Total Investments	$	760	$	(45,740)

    

71

Blue Owl Capital Corporation III

Notes to Consolidated Financial Statements (Unaudited) - Continued

($ in thousands)	Net change in unrealized gain (loss) for the six months ended June 30, 2023 on Investments Held at June 30, 2023		Net change in unrealized gain (loss) for the six months ended June 30, 2022 on Investments Held at June 30, 2022
First-lien senior secured debt investments	$	6,494	$	(31,295)
Second-lien senior secured debt investments	2,549		(14,446)
Unsecured debt investments	2,658		(5,223)
Preferred equity investments	(84)		(6,376)
Common equity investments	1,522		(3,690)
Total Investments	$	13,139	$	(61,030)

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.

72

Blue Owl Capital Corporation III

Notes to Consolidated Financial Statements (Unaudited) - Continued

	As of June 30, 2023
($ in thousands)	Fair Value		Valuation Technique	Unobservable Input	Range (Weighted Average)	Impact to Valuation from an Increase in Input
First-lien senior secured debt investments	$	2,508,188	Yield Analysis	Market Yield	9.1% - 18.5% (13.0%)	Decrease
	228,275		Recent Transaction	Transaction Price	98.0% - 99.5% (99.2%)	Increase
Second-lien senior secured debt investments	$	384,604	Yield Analysis	Market Yield	12.8% - 20.6% (15.2%)	Decrease
Unsecured debt investments	$	56,795	Yield Analysis	Market Yield	11.5% - 20.9% (13.9%)	Decrease
	1,187		Market Approach	EBITDA Multiple	13.0x	Increase
Preferred equity investments	$	163,072	Yield Analysis	Market Yield	11.5% - 26.2% (15.9%)	Decrease
	12,759		Recent Transaction	Transaction Price	100.0%	Increase
	9		Market Approach	EBITDA Multiple	11.3x	Increase
Common equity investments	$	85,198	Market Approach	EBITDA Multiple	6.8x - 21.0x (15.0x)	Increase
	14,348		Market Approach	Revenue Multiple	2.0x - 15.8x (9.2x)	Increase
	28		Market Approach	Gross Profit Multiple	10.0x	Increase
	37,820		Recent Transaction	Transaction Price	100.0%	Increase

73

Blue Owl Capital Corporation III

Notes to Consolidated Financial Statements (Unaudited) - Continued

	As of December 31, 2022
($ in thousands)	Fair Value		Valuation Technique	Unobservable Input	Range (Weighted Average)	Impact to Valuation from an Increase in Input
First-lien senior secured debt investments	$	2,654,307	Yield Analysis	Market Yield	8.2% - 19.0% (12.5%)	Decrease
	49,517		Recent Transaction	Transaction Price	97.5% - 98.5% (98.4%)	Increase
	13,036		Collateral Analysis	Recovery Rate	51%	Increase
Second-lien senior secured debt investments	$	374,170	Yield Analysis	Market Yield	12.6% - 20.1% (15.5%)	Decrease
	24,490		Recent Transaction	Transaction Price	98%	Increase
Unsecured debt investments	$	51,121	Yield Analysis	Market Yield	10.4% - 20.2% (12.7%)	Decrease
	1,060		Market Approach	EBITDA Multiple	14.3x	Increase
Preferred equity investments	$	137,844	Yield Analysis	Market Yield	11.9% - 17.9% (14.6%)	Decrease
	7,125		Recent Transaction	Transaction Price	96.5% - 100.0% (98.5%)	Increase
	9		Market Approach	EBITDA Multiple	11.5x	Increase
Common equity investments	$	78,233	Market Approach	EBITDA Multiple	11.0x - 23.3x (15.6x)	Increase
	11,358		Market Approach	Revenue Multiple	1.8x - 16.6x (9.6x)	Increase
	18		Market Approach	Gross Profit Multiple	8.6x	Increase
	28,058		Recent Transaction	Transaction Price	100.0%	Increase

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

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

74

Blue Owl Capital Corporation III

Notes to Consolidated Financial Statements (Unaudited) - Continued

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

Debt Not Carried at Fair Value

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

	June 30, 2023				December 31, 2022
($ in thousands)	Net Carrying Value(1)		Fair Value		Net Carrying Value(2)		Fair Value
Revolving Credit Facility	$	60,799	$	60,799	$	138,579	$	138,579
SPV Asset Facility I	495,696		495,696		494,922		494,922
SPV Asset Facility II	318,088		318,088		317,813		317,813
2027 Notes	321,905		275,438		321,515		268,938
July 2025 Notes	140,873		140,225		140,602		139,870
July 2027 Notes	247,114		246,250		246,879		248,125
Series 2023A Notes	99,171		100,000		—		—
Total Debt	$	1,683,646	$	1,636,496	$	1,660,310	$	1,608,247

________________

(1)The carrying value of the Company’s Revolving Credit Facility, SPV Asset Facility I, SPV Asset Facility II, 2027 Notes, July 2025 Notes, July 2027 Notes and Series 2023A Notes are presented net of deferred financing costs of $5.3 million, $4.3 million, $1.9 million, $3.1 million, $1.1 million, $2.9 million and $0.8 million, respectively.

(2)The carrying value of the Company’s Revolving Credit Facility, SPV Asset Facility I, SPV Asset Facility II, 2027 Notes, July 2025 Notes and July 2027 Notes are presented net of deferred financing costs of $5.8 million, $5.1 million, $2.2 million, $3.5 million, $1.4 million and $3.1 million, respectively.

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

($ in thousands)	June 30, 2023		December 31, 2022
Level 1	$	—	$	—
Level 2	275,438		268,938
Level 3	1,361,058		1,339,309
Total Debt	$	1,636,496	$	1,608,247

Financial Instruments Not Carried at Fair Value

As of June 30, 2023 and December 31, 2022, the carrying amounts of the Company’s assets and liabilities, other than investments at fair value and debt, approximate fair value due to their short maturities.

Note 6. Debt

In accordance with the 1940 Act, with certain limitations, the Company is allowed to borrow amounts such that its asset coverage, as defined in the 1940 Act, is at least 150% after such borrowing. As of June 30, 2023 and December 31, 2022, the Company’s asset coverage was 208% and 207%, respectively.

75

Blue Owl Capital Corporation III

Notes to Consolidated Financial Statements (Unaudited) - Continued

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

	June 30, 2023
($ in thousands)	Aggregate Principal Committed		Outstanding Principal		Amount Available(1)		Net Carrying Value(2)
Revolving Credit Facility(3)	$	450,000	$	66,101	$	383,899	$	60,799
SPV Asset Facility I	$	625,000	$	500,000	$	46,565	$	495,696
SPV Asset Facility II	$	350,000	$	320,000	$	30,000	$	318,088
2027 Notes	$	325,000	$	325,000	$	—	$	321,905
July 2025 Notes	$	142,000	$	142,000	$	—	$	140,873
July 2027 Notes	$	250,000	$	250,000	$	—	$	247,114
Series 2023A Notes	$	100,000	$	100,000	$	—	$	99,171
Total Debt	$	2,242,000	$	1,703,101	$	460,464	$	1,683,646

________________

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

(2)The carrying value of the Company’s Revolving Credit Facility, SPV Asset Facility I, SPV Asset Facility II, 2027 Notes, July 2025 Notes, July 2027 Notes and Series 2023A Notes are presented net of deferred financing costs of $5.3 million, $4.3 million, $1.9 million, $3.1 million, $1.1 million, $2.9 million, and $0.8 million, respectively.

(3)Includes the unrealized translation gain (loss) on borrowings denominated in foreign currencies.

	December 31, 2022
($ in thousands)	Aggregate Principal Committed		Outstanding Principal		Amount Available(1)		Net Carrying Value(2)
Revolving Credit Facility(3)	$	450,000	$	144,402	$	305,598	$	138,579
SPV Asset Facility I	$	625,000	$	500,000	$	65,161	$	494,922
SPV Asset Facility II	$	350,000	$	320,000	$	30,000	$	317,813
2027 Notes	$	325,000	$	325,000	$	—	$	321,515
July 2025 Notes	$	142,000	$	142,000	$	—	$	140,602
July 2027 Notes	$	250,000	$	250,000	$	—	$	246,879
Total Debt	$	2,142,000	$	1,681,402	$	400,759	$	1,660,310

________________

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

(2)The carrying value of the Company’s Revolving Credit Facility, SPV Asset Facility I, SPV Asset Facility II, 2027 Notes, July 2025 Notes and July 2027 Notes are presented net of deferred financing costs of $5.8 million, $5.1 million, $2.2 million, $3.5 million, $1.4 million and $3.1 million, respectively.

(3)Includes the unrealized translation gain (loss) on borrowings denominated in foreign currencies.

The table below presents the components of interest expense for the following periods:

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
($ in thousands)	2023			2022			2023			2022
Interest expense	$	28,343		$	10,461		$	55,536		$	19,060
Amortization of debt issuance costs	1,370			1,017			2,716			1,758
Total Interest Expense	$	29,713		$	11,478		$	58,252		$	20,818
Average interest rate	6.5		%	3.1		%	6.4		%	2.9		%
Average daily borrowings	$	1,720,225		$	1,323,119		$	1,716,177		$	1,299,030

76

Blue Owl Capital Corporation III

Notes to Consolidated Financial Statements (Unaudited) - Continued

Description of Facilities

Credit Facilities

Revolving Credit Facility

On December 14, 2022, the Company entered into an Amended and Restated Senior Secured Revolving Credit Agreement (the “Revolving Credit Facility”), which amends and restates in its entirety that certain Senior Secured Revolving Credit Agreement, dated as of September 10, 2021. The parties to the Revolving Credit Facility include the Company, as Borrower, the lenders from time to time parties thereto (each a “Lender” and collectively, the “Lenders”), JPMorgan Chase Bank, N.A. as Administrative Agent, JPMorgan Chase Bank, N.A., MUFG Union Bank, LTD. and Sumitomo Mitsui Banking Corporation as Joint Lead Arrangers and Joint Book Runners.

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

The initial maximum principal amount of the Revolving Credit Facility is $450 million, subject to availability under the borrowing base, which is based on the Company’s portfolio investments and other outstanding indebtedness. Maximum capacity under the Revolving Credit Facility may be increased to $1.1 billion through the exercise by the Company of an uncommitted accordion feature through which existing and new lenders may, at their option, agree to provide additional financing. The Revolving Credit Facility is secured by a perfected first-priority interest in substantially all of the portfolio investments held by the Company and each Guarantor, subject to certain exceptions.

The availability period under the Revolving Credit Facility will terminate on December 14, 2026 (“Revolving Credit Facility Commitment Termination Date”) and the Revolving Credit Facility will mature on December 14, 2027 (“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 in U.S. dollars will bear interest at either term SOFR plus a margin, or the prime rate plus a margin. The Company may elect either the term SOFR or prime rate at the time of drawdown, and loans denominated in U.S. dollars 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 in other permitted currencies will bear interest at the relevant rate specified therein plus an applicable margin. 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.

Subscription Credit Facility

On August 12, 2020 (the “Closing Date”), the Company entered into a revolving credit facility (the “Subscription Credit Facility”) with State Street Bank and Trust Company (“State Street”) as administrative agent (the “Administrative Agent”), and State Street and PNC Bank, National Association (“PNC”), as lenders.

The Subscription Credit Facility permitted the Company to borrow up to $550 million, subject to availability under the borrowing base, which was based on unused capital commitments. Effective November 12, 2021, the outstanding balance on the Subscription Credit Facility was paid in full and the facility was terminated pursuant to its terms.

Borrowings under the Subscription Credit Facility bore interest, at the Company's election at the time of drawdown, at a rate per annum equal to (i) in the case of LIBOR rate loans, an adjusted LIBOR rate for the applicable interest period plus 2.00% or (ii) in the case of reference rate loans, the greatest of (A) a prime rate plus 1.00%, (B) the federal funds rate plus 1.50%, and (C) one-month LIBOR plus 1.00%. Loans were able to be converted from one rate to another at any time at the Company's election, subject to certain conditions. The Company predominantly borrowed utilizing LIBOR loans,

77

Blue Owl Capital Corporation III

Notes to Consolidated Financial Statements (Unaudited) - Continued

generally electing one-month LIBOR upon borrowing. The Company also paid an unused commitment fee of 0.25% per annum on the unused commitments.

SPV Asset Facilities

SPV Asset Facility I

On July 29, 2021 (the “SPV Asset Facility I Closing Date”), ORCC III Financing LLC (“ORCC III Financing”), a Delaware limited liability company and newly formed subsidiary of the Company entered into a credit agreement (as amended through the date hereof, the “SPV Asset Facility I”), with ORCC III Financing, as borrower, the Company, as equityholder, the Adviser, as collateral manager, the lenders from time to time parties thereto, Société Générale, as agent, State Street Bank and Trust Company, as collateral agent, collateral administrator and custodian, and Alter Domus (US) LLC as collateral custodian. The parties to the SPV Asset Facility I have entered into various amendments, including to admit new lenders, increase the maximum principal amount available under the facility, add a swingline commitment to the facility, extend the availability period and maturity date, change the interest rate and make various other changes. The following describes the terms of SPV Asset Facility I amended through March 16, 2022 (the “SPV Asset Facility I Third Amendment Date”).

From time to time, the Company expects to sell and contribute certain investments to ORCC III Financing pursuant to a Sale and Contribution Agreement by and between the Company and ORCC III Financing. No gain or loss will be recognized as a result of the contribution. Proceeds from the SPV Asset Facility I will be used to finance the origination and acquisition of eligible assets by ORCC III Financing, including the purchase of such assets from the Company. The Company retains a residual interest in assets contributed to or acquired by ORCC III Financing through its ownership of ORCC III Financing. The maximum principal amount of the SPV Asset Facility I is $625 million, which can be drawn in multiple currencies subject to certain conditions; the availability of this amount is subject to the borrowing base, which is determined on the basis of the value and types of ORCC III Financing’s assets from time to time, and satisfaction of certain conditions, including certain concentration limits. The SPV Asset Facility I includes a $100 million sub-limit for swingline loans.

The SPV Asset Facility I provides for the ability to (1) draw term loans and (2) draw and redraw revolving loans under the SPV Asset Facility I through March 15, 2024, unless the commitments are terminated sooner as provided in the SPV Asset Facility I (the “SPV Asset Facility I Commitment Termination Date”). Unless otherwise terminated, the SPV Asset Facility I will mature on March 16, 2026 (the “SPV Asset Facility I Stated Maturity”). Prior to the SPV Asset Facility I Stated Maturity, proceeds received by ORCC III Financing from principal and interest, dividends, or fees on assets must be used to pay fees, expenses and interest on outstanding borrowings, and the excess may be returned to the Company, subject to certain conditions. On the SPV Asset Facility I Stated Maturity, ORCC III Financing must pay in full all outstanding fees and expenses and all principal and interest on outstanding borrowings, and the excess may be returned to the Company.

Amounts drawn in U.S. dollars bear interest at SOFR plus a spread of 2.30%; amounts drawn in Canadian dollars bear interest at CDOR plus a spread of 2.30%; amounts drawn in Euros bear interest at EURIBOR plus a spread of 2.30%; and amounts drawn in British pounds bear interest either at SONIA plus a spread of 2.2693% or at an alternate base rate plus a spread of 2.30%. From the SPV Asset Facility I Closing Date to the SPV Asset Facility I Commitment Termination Date, there is a commitment fee, calculated on a daily basis, ranging from 0.00% to 1.00% on the undrawn amount under the SPV Asset Facility I. The SPV Asset Facility I contains customary covenants, including certain limitations on the activities of ORCC III Financing, including limitations on incurrence of incremental indebtedness, and customary events of default. The SPV Asset Facility I is secured by a perfected first priority security interest in the assets of ORCC III Financing and on any payments received by ORCC III Financing in respect of those assets. Assets pledged to the lenders under the SPV Asset Facility I will not be available to pay the debts of the Company.

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

SPV Asset Facility II

On December 2, 2021 (the “SPV Asset Facility II Closing Date”), ORCC III Financing II LLC (“ORCC III Financing II”), a Delaware limited liability company and newly formed subsidiary of the Company entered into a loan financing and servicing agreement (the “SPV Asset Facility II”), with ORCC III Financing II, as borrower, the Company, as equityholder and services provider, the lenders from time to time parties thereto, Deutsche Bank AG, New York Branch,

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Blue Owl Capital Corporation III

Notes to Consolidated Financial Statements (Unaudited) - Continued

as facility agent, State Street Bank and Trust Company, as collateral agent and Alter Domus (US) LLC, as collateral custodian. The parties to the SPV Asset Facility II have entered an amendment which converted the benchmark rate of the facility from LIBOR to term SOFR and added an additional lender and reallocated lender commitments. The following describes the terms of SPV Asset Facility II amended through February 18, 2022 (the "SPV Asset Facility II First Amendment Date").

From time to time, the Company expects to sell and contribute certain loan assets to ORCC III Financing II pursuant to a Sale and Contribution Agreement by and between the Company and ORCC III Financing II. No gain or loss will be recognized as a result of the contribution. Proceeds from the SPV Asset Facility II will be used to finance the origination and acquisition of eligible assets by ORCC III Financing II, including the purchase of such assets from the Company. The Company retains a residual interest in assets contributed to or acquired by ORCC III Financing II through our ownership of ORCC III Financing II. The maximum principal amount of the SPV Asset Facility II is $350 million; the availability of this amount is subject to a borrowing base test, which is based on the value of ORCC III Financing II’s assets from time to time, and satisfaction of certain conditions, including interest spread and weighted average coupon tests, certain concentration limits and collateral quality tests.

The SPV Asset Facility II provides for the ability to borrow, reborrow, repay and prepay advances under the SPV Asset Facility II for a period of up to three years after the SPV Asset Facility II Closing Date unless such period is extended or accelerated under the terms of the SPV Asset Facility II (the “SPV Asset Facility II Revolving Period”). Unless otherwise extended, accelerated or terminated under the terms of the SPV Asset Facility II, the SPV Asset Facility II will mature on the date that is two years after the last day of the SPV Asset Facility II Revolving Period (the “SPV Asset Facility II Termination Date”). Prior to the SPV Asset Facility II Termination Date, proceeds received by ORCC III Financing II from principal and interest, dividends, or fees on assets must be used to pay fees, expenses and interest on outstanding advances, and the excess may be returned to the Company, subject to certain conditions. On the SPV Asset Facility II Termination Date, ORCC III Financing II must pay in full all outstanding fees and expenses and all principal and interest on outstanding advances, and the excess may be returned to the Company.

Amounts drawn bear interest at SOFR (or, in the case of certain lenders that are commercial paper conduits, the lower of (a) their cost of funds and (b) SOFR, such SOFR not to be lower than zero) plus a spread equal to 1.95% per annum, which spread will increase (a) on and after the end of the SPV Asset Facility II Revolving Period by 0.15% per annum if no event of default has occurred and (b) by 2.00% per annum upon the occurrence of an event of default (such spread, the “Applicable Margin”). SOFR may be replaced as a base rate under certain circumstances. During the SPV Asset Facility II Revolving Period, ORCC III Financing II will pay an undrawn fee ranging from 0.00% to 0.25% per annum on the undrawn amount, if any, of the revolving commitments in the SPV Asset Facility II. During the SPV Asset Facility II Revolving Period, if the undrawn commitments are in excess of a certain portion (initially 12.5% and increasing in stages to 25%, 50% and 70%) of the total commitments under the SPV Asset Facility II, ORCC III Financing II will also pay a make-whole fee equal to the Applicable Margin multiplied by such excess undrawn commitment amount, reduced by the undrawn fee payable on such excess. ORCC III Financing II will also pay Deutsche Bank AG, New York Branch, certain fees (and reimburse certain expenses) in connection with its role as facility agent. The SPV Asset Facility II contains customary covenants, including certain financial maintenance covenants, limitations on the activities of ORCC III Financing II, including limitations on incurrence of incremental indebtedness, and customary events of default. The SPV Asset Facility II is secured by a perfected first priority security interest in the assets of ORCC III Financing II and on any payments received by ORCC III Financing II in respect of those assets. Assets pledged to the lenders will not be available to pay the debts of the Company.

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

Unsecured Notes

2027 Notes

On October 13, 2021, the Company issued $325 million aggregate principal amount of notes that mature on April 13, 2027 (the “2027 Notes”) in a private placement in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and for initial resale to qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A promulgated under the Securities Act. Concurrent with the issuance of the 2027 Notes, we entered into a Registration Rights Agreement, pursuant to which we filed a registration statement with the SEC with respect to an offer to exchange the then outstanding 2027 Notes (the "Restricted 2027 Notes") for a new issue of debt securities registered under the Securities Act with terms substantially identical to those of the Restricted 2027 Notes (except for

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provisions relating to transfer restrictions and payment of additional interest), which the offer to exchange expired on September 28, 2022 and was completed promptly thereafter.

The 2027 Notes were issued pursuant to an Indenture dated as of October 13, 2021 (the “Base Indenture”), between the Company and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as trustee (the “Trustee”), and a First Supplemental Indenture, dated as of October 13, 2021 (the “First Supplemental Indenture” and together with the Base Indenture, the “Indenture”), between the Company and the Trustee. The Notes will mature on April 13, 2027 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the Indenture.

The 2027 Notes bear interest at a rate of 3.125% per year, payable semi-annually on April 13 and October 13 of each year, commencing on April 13, 2022.

The 2027 Notes are the Company's direct, general unsecured obligations and will rank senior in right of payment to all of the Company's future indebtedness or other obligations that are expressly subordinated, or junior, in right of payment to the 2027 Notes. The 2027 Notes rank pari passu, or equal, in right of payment with all of the Company's existing and future indebtedness or other obligations that are not so subordinated, or junior. The 2027 Notes rank effectively subordinated, or junior, to any of the Company's existing and future secured indebtedness or other obligations (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness. The 2027 Notes rank structurally subordinated, or junior, to all existing and future indebtedness and other obligations (including trade payables) incurred by the Company's subsidiaries, financing vehicles or similar facilities.

The Indenture contains certain covenants, including covenants requiring the Company to (i) comply with the asset coverage requirements of the Investment Company Act of 1940, as amended, whether or not it is subject to those requirements, and (ii) provide financial information to the holders of the 2027 Notes and the Trustee if the Company is no longer subject to the reporting requirements under the Securities Exchange Act of 1934, as amended. These covenants are subject to important limitations and exceptions that are described in the Indenture. In addition, if a change of control repurchase event, as defined in the Indenture, occurs prior to maturity, holders of the 2027 Notes will have the right, at their option, to require the Company to repurchase for cash some or all of the 2027 Notes at a repurchase price equal to 100% of the aggregate principal amount of the 2027 Notes being repurchased, plus accrued and unpaid interest to, but excluding, the repurchase date.

Series 2022A Notes

On July 21, 2022, the Company entered into a Master Note Purchase Agreement (the “Note Purchase Agreement”) governing the issuance of (i) $142,000,000 in aggregate principal amount of Series 2022A Notes, Tranche A, due July 21, 2025, with a fixed interest rate of 7.50% per year (the “July 2025 Notes”) and (ii) $190,000,000 in aggregate principal amount of Series 2022A Notes, Tranche B, due July 21, 2027, with a fixed interest rate of 7.58% per year (the “July 2027 Notes” and, together with the July 2025 Notes, the “Series 2022A Notes”), in each case, to qualified institutional investors in a private placement. The Series 2022A Notes are guaranteed by certain domestic subsidiaries of the Company.

Interest on the Series 2022A Notes will be due semiannually on January 21 and July 21 each year, beginning on January 21, 2023. The Series 2022A Notes may be redeemed in whole or in part at any time or from time to time at the Company’s option at par plus accrued interest to the prepayment date and, if applicable, a make-whole premium. In addition, the Company is obligated to offer to prepay the Series 2022A Notes at par plus accrued and unpaid interest up to, but excluding, the date of prepayment, if certain change in control events occur. The Series 2022A Notes are general unsecured obligations of the Company that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company.

The Note Purchase Agreement contains customary terms and conditions for senior unsecured notes issued in a private placement, including, without limitation, affirmative and negative covenants such as information reporting, maintenance of the Company’s status as a BDC within the meaning of the 1940 Act, a minimum net worth of $800,000,000, and a minimum asset coverage ratio of 1.50 to 1.00.

In addition, in the event that a Below Investment Grade Event (as defined in the Note Purchase Agreement) occurs, the Series 2022A Notes will bear interest at a fixed rate per annum which is 1.00% above the stated rate of the Series 2022A Notes from the date of the occurrence of the Below Investment Grade Event to and until the date on which the Below Investment Grade Event is no longer continuing. In the event that a Secured Debt Ratio Event (as defined in the

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Note Purchase Agreement) occurs, the Series 2022A Notes will bear interest at a fixed rate per annum which is 1.50% above the stated rate of the Series 2022A Notes from the date of the occurrence of the Secured Debt Ratio Event to and until the date on which the Below Investment Grade Event is no longer continuing. In the event that both a Below Investment Grade Event and a Secured Debt Ratio Event have occurred and are continuing, the Series 2022A Notes will bear interest at a fixed rate per annum which is 2.00% above the stated rate of the Series 2022A Notes from the date of the occurrence of the later to occur of the Below Investment Grade Event and the Secured Debt Ratio Event to and until the date on which one of such events is no longer continuing.

The Note Purchase Agreement also contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, certain cross-defaults or cross-acceleration under other indebtedness of the Company, certain judgments and orders and certain events of bankruptcy.

Series 2022B Notes

On December 22, 2022, the Company entered into a First Supplement to the Note Purchase Agreement (the “First Supplement”) governing the issuance of $60,000,000 in aggregate principal amount of Series 2022B Notes, due July 21, 2027, with a fixed interest rate of 7.58% per year (the “Series 2022B Notes”). Except as otherwise expressly set forth in the First Supplement, the terms of the Note Purchase Agreement that apply to the July 2027 Notes apply to the Series 2022B Notes, including, without limitation, the material terms described above.

Series 2023A Notes

On June 29, 2023, the Company entered into a Second Supplement to the Note Purchase Agreement (the “Second Supplement”) governing the issuance of $100 million in aggregate principal amount of Series 2023A Notes, due June 29, 2028, with a fixed interest rate of 8.10% per year (the “Series 2023A Notes”). Except as otherwise expressly set forth in the Second Supplement, the terms of the Note Purchase Agreement that apply to the July 2027 Notes apply to the Series 2023A Notes, including, without limitation, the material terms described above.

Promissory Note

On September 13, 2021, the Company, as borrower, entered into a Loan Agreement (the “FIC Agreement”) with Owl Rock Feeder FIC BDC III LLC (“Feeder FIC”), an affiliate of the Adviser, as lender, to enter into revolving promissory notes (the “Promissory Notes”) to borrow up to an aggregate of $250 million from Feeder FIC. On February 23, 2022, the Company entered into an amendment to the FIC Agreement to reduce the amount that could be borrowed pursuant to the Promissory Notes from $250 million to $150 million. Under the FIC Agreement, the Company could re-borrow any amount repaid; however, there was no funding commitment between Feeder FIC and the Company.

The interest rate on amounts borrowed pursuant to the Promissory Notes, prior to February 23, 2022, was based on the lesser of the rate of interest for an ABR Loan or a Eurodollar Loan under the credit agreement dated as of April 15, 2021, as amended or supplemented from time to time, by and among the Adviser, as borrower, the several lenders from time to time party thereto, MUFG Union Bank, N.A., as Collateral Agent and MUFG Bank, Ltd., as Administrative Agent.

The interest rate on amounts borrowed pursuant to the Promissory Notes after February 23, 2022 was based on the lesser of the rate of interest for a SOFR Loan or an ABR Loan under the Credit Agreement dated as of December 7, 2021, as amended or supplemented from time to time, by and among Blue Owl Finance LLC, as Borrower, Blue Owl Capital Holdings LP and Blue Owl Capital Carry LP as Parent Guarantors, the Subsidiary Guarantors party thereto, Bank of America, N.A., as Syndication Agent, JPMorgan Chase Bank, N.A., Wells Fargo Bank, National Association and Sumitomo Mitsui Banking Corporation, as Co-Documentation Agents and MUFG Bank, Ltd., as Administrative Agent.

The unpaid principal balance of any Promissory Note and accrued interest thereon was payable by the Company from time to time at the discretion of the Company but immediately due and payable upon 120 days written notice by Feeder FIC, and in any event due and payable in full no later than February 28, 2023. The Company intends to use the borrowed funds to make investments in portfolio companies consistent with its investment strategies.

On June 22, 2022, the Company and Feeder FIC entered into a Termination Agreement (the “Termination Agreement”) pursuant to which the FIC Agreement was terminated. Upon execution of the Termination Agreement, there were no amounts outstanding under the FIC Agreement or Promissory Notes.

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Note 7. Commitments and Contingencies

Portfolio Company Commitments

From time to time, the Company may enter into commitments to fund investments. As of June 30, 2023 and December 31, 2022, the Company had the following outstanding commitments to fund investments in current portfolio companies:

Portfolio Company	Investment	June 30, 2023		December 31, 2022
($ in thousands)
AAM Series 2.1 Aviation Feeder, LLC	LLC Interest	$	4,343	$	7,239
AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC	LLC Interest	6,481		7,500
ABB/Con-cise Optical Group LLC	First lien senior secured revolving loan	—		5
AmeriLife Holdings LLC	First lien senior secured delayed draw term loan	606		607
AmeriLife Holdings LLC	First lien senior secured revolving loan	758		909
Anaplan, Inc.	First lien senior secured revolving loan	1,944		1,944
Apex Service Partners, LLC	First lien senior secured revolving loan	49		19
Aramsco, Inc.	First lien senior secured delayed draw term loan	171		—
Aramsco, Inc.	First lien senior secured revolving loan	471		—
Ascend Buyer, LLC (dba PPC Flexible Packaging)	First lien senior secured revolving loan	5,106		5,105
Associations, Inc.	First lien senior secured delayed draw term loan	113		300
Associations, Inc.	First lien senior secured revolving loan	5,315		5,315
Avalara, Inc.	First lien senior secured revolving loan	2,727		2,727
Adenza Group, Inc.	First lien senior secured delayed draw term loan	1,834		1,834
Adenza Group, Inc.	First lien senior secured revolving loan	4,003		4,003
Bayshore Intermediate #2, L.P. (dba Boomi)	First lien senior secured revolving loan	1,274		1,061
BCPE Osprey Buyer, Inc. (dba PartsSource)	First lien senior secured delayed draw term loan	13,340		13,340
BCPE Osprey Buyer, Inc. (dba PartsSource)	First lien senior secured revolving loan	3,513		5,645
BCTO BSI Buyer, Inc. (dba Buildertrend)	First lien senior secured revolving loan	1,527		1,527
Belmont Buyer, Inc. (dba Valenz)	First lien senior secured delayed draw term loan	872		—
Belmont Buyer, Inc. (dba Valenz)	First lien senior secured revolving loan	389		—

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Portfolio Company	Investment	June 30, 2023	December 31, 2022
BP Veraison Buyer, LLC (dba Sun World)	First lien senior secured delayed draw term loan	—	14,865
BP Veraison Buyer, LLC (dba Sun World)	First lien senior secured revolving loan	4,459	4,459
BradyIFS Holdings, LLC (fka Individual Foodservice Holdings, LLC)	First lien senior secured revolving loan	2,234	2,498
Brightway Holdings, LLC	First lien senior secured revolving loan	1,053	2,105
CivicPlus, LLC	First lien senior secured revolving loan	848	1,035
Coupa Holdings, LLC	First lien senior secured delayed draw term loan	70	—
Coupa Holdings, LLC	First lien senior secured revolving loan	54	—
Denali Buyerco, LLC (dba Summit Companies)	First lien senior secured delayed draw term loan	—	3,486
Denali Buyerco, LLC (dba Summit Companies)	First lien senior secured revolving loan	6,080	6,080
Diamondback Acquisition, Inc. (dba Sphera)	First lien senior secured delayed draw term loan	9,553	9,553
EET Buyer, Inc. (dba e-Emphasys)	First lien senior secured revolving loan	1,955	1,955
Entertainment Benefits Group, LLC	First lien senior secured revolving loan	111	44
EOS U.S. Finco LLC	First lien senior secured loan	1,280	—
Evolution BuyerCo, Inc. (dba SIAA)	First lien senior secured revolving loan	2,230	2,230
Forescout Technologies, Inc.	First lien senior secured delayed draw term loan	9,750	9,750
Forescout Technologies, Inc.	First lien senior secured revolving loan	2,288	2,288
Fortis Solutions Group, LLC	First lien senior secured delayed draw term loan	—	89
Fortis Solutions Group, LLC	First lien senior secured revolving loan	2,729	2,729
Gainsight, Inc.	First lien senior secured revolving loan	249	872
Gaylord Chemical Company, L.L.C.	First lien senior secured revolving loan	3,973	3,973
GI Ranger Intermediate, LLC (dba Rectangle Health)	First lien senior secured revolving loan	1,004	1,506
Global Music Rights, LLC	First lien senior secured revolving loan	7,500	7,500
Catalis Intermediate, Inc. (fka GovBrands Intermediate, Inc.)	First lien senior secured delayed draw term loan	870	870
Catalis Intermediate, Inc. (fka GovBrands Intermediate, Inc.)	First lien senior secured revolving loan	88	88

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Portfolio Company	Investment	June 30, 2023	December 31, 2022
Granicus, Inc.	First lien senior secured revolving loan	819	789
Hercules Borrower LLC (dba The Vincit Group)	First lien senior secured delayed draw term loan	1,288	1,790
Hercules Borrower LLC (dba The Vincit Group)	First lien senior secured revolving loan	3,839	3,839
Hissho Sushi Merger Sub LLC	First lien senior secured revolving loan	65	56
Ideal Image Development, LLC	First lien senior secured delayed draw term loan	—	976
Ideal Image Development, LLC	First lien senior secured revolving loan	—	1,220
IG Investments Holdings, LLC (dba Insight Global)	First lien senior secured revolving loan	5,419	3,251
Indigo Buyer, Inc. (dba Inovar Packaging Group)	First lien senior secured delayed draw term loan	—	250
Indigo Buyer, Inc. (dba Inovar Packaging Group)	First lien senior secured revolving loan	83	83
Intelerad Medical Systems Incorporated	First lien senior secured revolving loan	1,706	—
Ocala Bidco, Inc.	First lien senior secured delayed draw term loan	5,399	5,399
Interoperability Bidco, Inc. (dba Lyniate)	First lien senior secured revolving loan	263	109
Kaseya Inc.	First lien senior secured delayed draw term loan	456	486
Kaseya Inc.	First lien senior secured revolving loan	365	486
KBP Brands, LLC	First lien senior secured delayed draw term loan	14	14
Lignetics Investment Corp.	First lien senior secured delayed draw term loan	—	6,373
Lignetics Investment Corp.	First lien senior secured revolving loan	255	3,059
Mario Purchaser, LLC (dba Len the Plumber)	First lien senior secured delayed draw term loan	1,492	1,952
Mario Purchaser, LLC (dba Len the Plumber)	First lien senior secured revolving loan	552	552
Medline Borrower, LP	First lien senior secured revolving loan	1,847	1,847
MHE Intermediate Holdings, LLC (dba OnPoint Group)	First lien senior secured revolving loan	2,643	3,071
Milan Laser Holdings LLC	First lien senior secured revolving loan	3,529	3,529
Ministry Brands Holdings, LLC	First lien senior secured delayed draw term loan	2,937	3,362
Ministry Brands Holdings, LLC	First lien senior secured revolving loan	639	504

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Portfolio Company	Investment	June 30, 2023	December 31, 2022
National Dentex Labs LLC (fka Barracuda Dental LLC)	First lien senior secured revolving loan	312	28
Natural Partners, LLC	First lien senior secured revolving loan	170	170
NMI Acquisitionco, Inc. (dba Network Merchants)	First lien senior secured delayed draw term loan	1,039	1,039
NMI Acquisitionco, Inc. (dba Network Merchants)	First lien senior secured revolving loan	558	558
Notorious Topco, LLC (dba Beauty Industry Group)	First lien senior secured delayed draw term loan	3,521	3,521
Notorious Topco, LLC (dba Beauty Industry Group)	First lien senior secured revolving loan	4,930	4,401
OB Hospitalist Group, Inc.	First lien senior secured revolving loan	3,837	4,476
Pacific BidCo Inc.	First lien senior secured delayed draw term loan	1,145	1,145
Patriot Acquisition TopCo S.A.R.L (dba Corza Health, Inc.)	First lien senior secured revolving loan	2,654	2,086
PCF Holdco, LLC (dba PCF Insurance Services)	Series A Preferred Units	1,519	—
Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services)	First lien senior secured revolving loan	1,552	1,552
Plasma Buyer LLC (dba Pathgroup)	First lien senior secured delayed draw term loan	176	176
Plasma Buyer LLC (dba Pathgroup)	First lien senior secured revolving loan	76	76
Pluralsight, LLC	First lien senior secured revolving loan	647	647
PPV Intermediate Holdings, LLC	First lien senior secured delayed draw term loan	—	3,297
PPV Intermediate Holdings, LLC	First lien senior secured revolving loan	2,014	1,470
QAD Inc.	First lien senior secured revolving loan	6,000	6,000
Quva Pharma, Inc.	First lien senior secured revolving loan	638	615
Relativity ODA LLC	First lien senior secured revolving loan	1,480	1,480
RL Datix Holdings (USA), Inc.	First lien senior secured revolving loan	1,332	—
Sailpoint Technologies Holdings, Inc.	First lien senior secured revolving loan	2,179	2,179
Securonix, Inc.	First lien senior secured revolving loan	153	153
Sensor Technology Topco, Inc. (dba Humanetics)	First lien senior secured revolving loan	1,269	—
Simplisafe Holding Corporation	First lien senior secured delayed draw term loan	257	257

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Portfolio Company	Investment	June 30, 2023	December 31, 2022
Smarsh Inc.	First lien senior secured delayed draw term loan	95	95
Smarsh Inc.	First lien senior secured revolving loan	8	48
Sonny's Enterprises, LLC	First lien senior secured revolving loan	—	3,944
Sonny's Enterprises, LLC	First lien senior secured delayed draw term loan	642	—
Sonny's Enterprises, LLC	First lien senior secured revolving loan	4,510	—
Spotless Brands, LLC	First lien senior secured revolving loan	1,305	1,305
SWK BUYER, Inc. (dba Stonewall Kitchen)	First lien senior secured delayed draw term loan	—	175
SWK BUYER, Inc. (dba Stonewall Kitchen)	First lien senior secured revolving loan	5	46
Tahoe Finco, LLC	First lien senior secured revolving loan	6,279	6,279
Tamarack Intermediate, L.L.C. (dba Verisk 3E)	First lien senior secured revolving loan	94	92
TC Holdings, LLC (dba TrialCard)	First lien senior secured revolving loan	268	268
TEMPO BUYER CORP. (dba Global Claims Services)	First lien senior secured delayed draw term loan	10,317	10,317
TEMPO BUYER CORP. (dba Global Claims Services)	First lien senior secured revolving loan	3,198	4,746
Circana Group, L.P. (fka The NPD Group, L.P.)	First lien senior secured revolving loan	1,389	1,329
The Shade Store, LLC	First lien senior secured revolving loan	2,836	4,255
Thunder Purchaser, Inc. (dba Vector Solutions)	First lien senior secured delayed draw term loan	3,919	3,919
Thunder Purchaser, Inc. (dba Vector Solutions)	First lien senior secured revolving loan	337	1,409
Troon Golf, L.L.C.	First lien senior secured revolving loan	5,405	5,405
Ultimate Baked Goods Midco, LLC	First lien senior secured revolving loan	2,000	1,475
Unified Women's Healthcare, LP	First lien senior secured delayed draw term loan	4	33
Unified Women's Healthcare, LP	First lien senior secured revolving loan	88	88
USRP Holdings, Inc. (dba U.S. Retirement and Benefits Partners)	First lien senior secured revolving loan	1,096	1,096
Velocity HoldCo III Inc. (dba VelocityEHS)	First lien senior secured revolving loan	123	294
Walker Edison Furniture Company LLC	First lien senior secured delayed draw term loan	667	—

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Portfolio Company	Investment	June 30, 2023		December 31, 2022
When I Work, Inc.	First lien senior secured revolving loan	4,164		4,164
Zendesk, Inc.	First lien senior secured delayed draw term loan	5,857		5,857
Zendesk, Inc.	First lien senior secured revolving loan	2,412		2,412
Total Unfunded Portfolio Company Commitments		$	241,300	$	274,429

As of June 30, 2023, the Company believed it had adequate financial resources to satisfy the unfunded portfolio company commitments.

Investor Commitments

In the Private Offering, the Company solicited approximately $1.8 billion in total Capital Commitments from investors, of which $62.4 million is from entities affiliated with or related to the Adviser. As of June 16, 2022, all Capital Commitments had been drawn.

Other Commitments and Contingencies

From time to time, the Company may become a party to certain legal proceedings incidental to the normal course of its business. At June 30, 2023, management was not aware of any material pending or threatened litigation that would require accounting recognition or financial statement disclosure.

Note 8. Net Assets

Subscriptions and Drawdowns

In connection with its formation, the Company has the authority to issue 500,000,000 common shares at $0.01 per share par value.

On June 4, 2020, the Company issued 100 common shares for $1,500 to the Adviser.

The Company has entered into Subscription Agreements with investors providing for the private placement of the Company’s common shares. Under the terms of the Subscription Agreements, investors are required to fund drawdowns to purchase the Company’s common shares up to the amount of their respective Capital Commitment on an as-needed basis each time the Company delivers a capital call notice to its investors.

As of June 16, 2022 all Capital Commitments had been drawn. During the six months ended June 30, 2022, the Company delivered the following capital call notices to investors:

Capital Drawdown Notice Date	Common Share Issuance Date	Number of Common Shares Issued	Aggregate Offering Price
June 3, 2022	June 16, 2022	7,836,877	118,180,103
Total		7,836,877	$	118,180,103

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Distributions

The following table reflects the distributions declared on shares of the Company’s common stock during the six months ended June 30, 2023:

	June 30, 2023
Date Declared	Record Date	Payment Date	Distribution per Share
May 9, 2023	June 30, 2023	August 15, 2023	$	0.48
February 21, 2023	March 31, 2023	May 15, 2023	$	0.44

The following table reflects the distributions declared on shares of the Company's common stock during the six months ended June 30, 2022:

	June 30, 2022
Date Declared	Record Date	Payment Date	Distribution per Share
May 3, 2022	June 30, 2022	August 15, 2022	$	0.30
February 23, 2022	March 31, 2022	May 13, 2022	$	0.33

Dividend Reinvestment

With respect to distributions, the Company has adopted an “opt out” dividend reinvestment plan for common shareholders. As a result, in the event of a declared distribution, each shareholder that has not “opted out” of the dividend reinvestment plan will have their dividends or distributions automatically reinvested in additional shares of the Company’s common stock rather than receiving cash distributions. Shareholders who receive distributions in the form of shares of common stock will be subject to the same U.S. federal, state and local tax consequences as if they received cash distributions.

The following table reflects the common stock issued pursuant to the dividend reinvestment plan during the six months ended June 30, 2023:

Date Declared	Record Date	Payment Date	Shares
February 21, 2023	March 31, 2023	May 15, 2023	809,043
November 1, 2022	December 31, 2022	January 31, 2023	762,549

The following table reflects the common stock issued pursuant to the dividend reinvestment plan during the six months ended June 30, 2022:

Date Declared	Record Date	Payment Date	Shares
February 23, 2022	March 31, 2022	May 13, 2022	484,928
November 2, 2021	December 31, 2021	January 31, 2022	382,099

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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 June 30,				Six Months Ended June 30,
($ in thousands, except per share amounts)	2023		2022		2023		2022
Increase (decrease) in net assets resulting from operations	$	69,530	$	(4,533)	$	143,506	$	21,774
Weighted average shares of common stock outstanding—basic and diluted	121,873,455		112,765,115		121,539,291		111,929,620
Earnings (loss) per common share—basic and diluted	$	0.57	$	(0.04)	$	1.18	$	0.19

Note 10. Income Tax

The Company has elected to be treated as a RIC under Subchapter M of the Code, and the Company intends to operate in a manner so as to continue to qualify for the tax treatment applicable to RICs. To qualify for tax treatment as a RIC, the Company must, among other things, distribute to its shareholders in each taxable year generally at least 90% of the Company's investment company taxable income, as defined by the Code, and net tax-exempt income for that taxable year. To maintain tax treatment as a RIC, the Company, among other things, intends to make the requisite distributions to its shareholders, which generally relieves the Company from corporate-level U.S. federal income taxes.

Depending on the level of taxable income earned in a tax year, the Company can be expected to carry forward taxable income (including net capital gains, if any) in excess of current year dividend distributions from the current tax year into the next tax year and pay a nondeductible 4% U.S. federal excise tax on such taxable income, as required. To the extent that the Company determines that its estimated current year annual taxable income will be in excess of estimated current year dividend distributions from such income, the Company will accrue excise tax on estimated excess taxable income.

For the three and six months ended June 30, 2023, the Company recorded U.S. federal excise tax expense of $0.2 million and $1.4 million, respectively. For the three and six months ended June 30, 2022, the Company recorded U.S. federal excise tax expense of $126.0 thousand and $539.3 thousand, respectively.

Taxable Subsidiaries

Certain of the Company's consolidated subsidiaries are subject to U.S. federal and state corporate-level income taxes. For the three and six months ended June 30, 2023, the Company recorded a net tax benefit of approximately $1.2 thousand and $2.3 thousand, respectively, for taxable subsidiaries. For the three and six months ended June 30, 2022, the Company did not record a net tax benefit (provision).

The Company recorded a net deferred tax asset of $1.3 thousand as of June 30, 2023 for taxable subsidiaries, which is significantly related to GAAP to tax outside basis differences in the taxable subsidiaries' investment in certain partnership interests. The Company did not record a net deferred tax asset (liability) as of December 31, 2022.

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Blue Owl Capital Corporation III

Notes to Consolidated Financial Statements (Unaudited) - Continued

Note 11. Financial Highlights

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

	For the Six Months Ended June 30,
($ in thousands, except share and per share amounts)	2023			2022
Per share data:
Net asset value, beginning of period	$	15.03		$	15.05
Net investment income (loss)(1)	1.08			0.74
Net realized and unrealized gain (loss)(2)	0.09			(0.53)
Total from operations	1.17			0.21
Distributions declared from net investment income(3)	(0.92)			(0.63)
Total increase in net assets	0.25			(0.42)
Net asset value, end of period	$	15.28		$	14.63
Shares outstanding, end of period	122,264,641			119,534,012
Total Return, based on net asset value(4)	7.8		%	1.4		%
Ratios / Supplemental Data
Asset coverage ratio(5)	208.3		%	233.4		%
Ratio of total expenses to average net assets	8.0		%	3.9		%
Ratio of net investment income to average net assets	14.4		%	9.8		%
Net assets, end of period	$	1,868,532		$	1,749,043
Weighted-average shares outstanding	121,539,291			111,929,620
Total capital commitments, end of period	1,764,610			1,764,610
Ratio of total contributed capital to total committed capital, end of period	100.0		%	100.0		%
Portfolio turnover rate	2.3		%	2.3		%

________________

(1)The per share data was derived using the weighted average shares outstanding during the period.

(2)The amount shown at this caption is the balancing amount derived from the other figures in the schedule. The amount shown at this caption for a share outstanding throughout the year may not agree with the change in the aggregate gains and losses in portfolio securities for the year because of the timing of sales of the Company’s shares in relation to fluctuating market values for the portfolio.

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

(4)Total return is calculated as the change in net asset value (“NAV”) per share during the period, plus distributions per share, if any, divided by the beginning NAV per share.

(5)In accordance with the 1940 Act, with certain limitations, the Company is allowed to borrow amounts such that its asset coverage, as defined in the 1940 Act, is at least 150% after such borrowing.

Note 12. Subsequent Events

In preparing these financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through the date of issuance. There are no subsequent events to disclose except for the following:

Articles of Amendment

Blue Owl Capital Corporation III was formerly known as “Owl Rock Capital Corporation III.” On June 22, 2023, the Company filed Articles of Amendment in the state of Maryland to formally change the Company’s name to “Blue Owl Capital Corporation III.” The Company’s new name took effect on July 6, 2023.

Dividend

On August 8, 2023, the Board declared a distribution of 90% of estimated third quarter taxable income and net capital gains, if any, for shareholders of record on September 29, 2023, payable on or before November 15, 2023.

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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 III and involves numerous risks and uncertainties, including, but not limited to, those described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2023 and in “ITEM 1A. RISK FACTORS.” This discussion also should be read in conjunction with the “Cautionary Statement Regarding Forward Looking Statements” set forth on page 1 of this Quarterly Report on Form 10-Q. Actual results could differ materially from those implied or expressed in any forward-looking statements.

Overview

Blue Owl Capital Corporation III (f/k/a Owl Rock Capital Corporation III) (the “Company”, “we”, “us” or “our”) is a Maryland corporation formed on January 27, 2020. We were formed primarily to originate and make loans to, and make debt and equity investments in middle-market companies based primarily in the United States. We invest in senior secured or unsecured loans, subordinated loans or mezzanine loans and, to a lesser extent, equity and equity-related securities including warrants, preferred stock and similar forms of senior equity, which may or may not be convertible into a portfolio company’s common equity. Our investment objective is to generate current income and, to a lesser extent, capital appreciation by targeting investment opportunities with favorable risk-adjusted returns.

We are managed by Blue Owl Diversified Credit Advisors LLC (“the Adviser” or “our Adviser”) (f/k/a Owl Rock Diversified Advisors LLC). The Adviser is registered with the U.S. Securities and Exchange Commission (the “SEC”) as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). The Adviser is an indirect affiliate of Blue Owl Capital Inc. (“Blue Owl”) (NYSE: OWL) and part of Blue Owl's Credit platform, which focuses on direct lending. Subject to the overall supervision of our board of directors (“the Board” or “our Board”), the Adviser manages our day-to-day operations, and provides investment advisory and management services to us. The Adviser or its affiliates may engage in certain origination activities and receive attendant arrangement, structuring or similar fees from portfolio companies. The Adviser is responsible for managing our business and activities, including sourcing investment opportunities, conducting research, performing diligence on potential investments, structuring our investments, and monitoring our portfolio companies on an ongoing basis through a team of investment professionals.

We conduct private offerings (each, a “Private Offering”) of our common shares to accredited investors in reliance on exemptions from the registration requirements of the Securities Act of 1933, as amended. At the closing of each Private Offering, each investor makes a capital commitment (a “Capital Commitment”) to purchase shares of our common stock pursuant to a subscription agreement entered into with us. Until the earlier of a Liquidity Event (as defined below) and the end of the Commitment Period (as defined below), investors are required to fund drawdowns to purchase shares of our common stock up to the amount of their respective Capital Commitment on an as-needed basis each time we deliver a drawdown notice to our investors. The initial closing of the Private Offering occurred on June 5, 2020 (the “Initial Closing”). We have solicited $1.8 billion in total Capital Commitments from investors, of which $62.4 million is from entities affiliated with or related to our Adviser, and all of which has been drawn as of June 16, 2022. From time to time during the Commitment Period (as defined below), the Adviser may, in its sole discretion, permit one or more additional closings (“Subsequent Closings”) as additional Capital Commitments are obtained (the conclusion of all Subsequent Closings, if any, the “Final Closing”). The “Commitment Period” will continue until the seven year anniversary of the Initial Closing. If we have not consummated a Liquidity Event by the end of the Commitment Period, subject to extension for two additional one-year periods, in the sole discretion of the Board, the Board (subject to any necessary shareholder approvals and applicable requirements of the Investment Company Act of 1940, as amended (the “1940 Act”)) will use its commercially reasonable efforts to wind down and/or liquidate and dissolve the Company in an orderly manner. A Liquidity Event could include: (i) future quotation or listing of our securities on a national securities exchange (“Exchange Listing"); (ii) a transaction, including a merger, in which shareholders receive cash or shares of an entity, including an entity that is affiliated with us, and such shares are listed on a national securities exchange; or (iii) the sale of all or substantially all of our assets.

Placement activities are conducted by our officers and the Adviser. In addition, we may enter into agreements with placement agents or broker-dealers to solicit Capital Commitments. For example, the Company and the Adviser entered into a dealer manager agreement with Blue Owl Securities LLC (“Blue Owl Securities”) pursuant to which Blue Owl Securities and certain participating broker-dealers will solicit Capital Commitments. Additionally, the Company entered into a placement agent agreement with Blue Owl Securities pursuant to which employees of Blue Owl Securities may

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conduct placement activities. Blue Owl Securities, an affiliate of Blue Owl, is registered as a broker-dealer with the SEC and is a member of the Financial Industry Regulatory Authority. In addition, the Company, the Adviser and third party placement agents may enter into placement agreements from time to time, pursuant to which such placement agents will solicit Capital Commitments. Fees paid pursuant to these agreements will be paid by our Adviser.

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 real estate strategies. Blue Owl's Credit platform is comprised of the Adviser, Blue Owl Credit Advisors LLC (“OCA”), Blue Owl Technology Credit Advisors LLC ("OTCA"), Blue Owl Technology Credit Advisors II LLC ("OTCA II"), and Blue Owl Credit Private Fund Advisors LLC ("OPFA" and together with the Adviser, OCA, OTCA and OTCA II, the “Blue Owl Credit Advisers”), which are also investment advisers. As of June 30, 2023, the Adviser and its affiliates had $73.8 billion of assets under management across the Blue Owl Credit platform.

The management of our investment portfolio is the responsibility of the Adviser and the 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 the Investment Committee. The Investment Team, under the 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. The Investment Committee is comprised of Douglas I. Ostrover, Marc S. Lipschultz, Craig W. Packer, Alexis Maged and Jeff Walwyn. The Investment Committee meets regularly to consider our investments, direct our strategic initiatives and supervise the actions taken by the Adviser on our behalf. In addition, the Investment Committee reviews and determines whether to make prospective investments (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 Investment Committee. Follow-on investments in existing portfolio companies may require the Investment Committee's approval beyond that obtained when the initial investment in the portfolio company was made. In addition, temporary investments, such as those in cash equivalents, U.S. government securities and other high quality debt investments that mature in one year or less, may require approval by the Investment Committee. The compensation packages of certain 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 1940 Act from participating in certain transactions with our affiliates without the prior approval of our directors who are not interested persons and, in some cases, the prior approval of the SEC. We rely on an order for exemptive relief (the "Order"), that has been granted by the SEC to OCA and certain of its affiliates, to permit us to co-invest with other funds managed by the Adviser or certain of its affiliates, in a manner consistent with our investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors. Pursuant to the Order, we generally are permitted to co-invest with certain of our affiliates if a “required majority” (as defined in Section 57(o) of the “1940 Act”) of our independent directors make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the transactions, including the consideration to be paid, are reasonable and fair to us and our shareholders and do not involve overreaching by us or our shareholders on the part of any person concerned, (2) the transaction is consistent with the interests of our shareholders and is consistent with our investment objective and strategies, (3) the investment by our affiliates would not disadvantage us, and our participation would not be on a basis different from or less advantageous than that on which our affiliates are investing, and (4) the proposed investment by us would not benefit our Adviser or its affiliates or any affiliated person of any of them (other than the parties to the transaction), except to the extent permitted by the Order and applicable law, including the limitations set forth in Section 57(k) of the 1940 Act.

In addition,we have received an amendment to our Order to permit us to participate in follow-on investments 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 between us and/or other funds managed by our Adviser or its affiliates. As a result of the Order, there could be significant overlap in our investment portfolio and the investment portfolio of the business development companies, private funds and separately managed accounts managed by the Blue Owl Credit Advisers (collectively, the "Blue Owl Credit Clients") and/or of other funds managed by the Adviser or its affiliates that could avail themselves of exemptive relief and that have an investment objective similar to ours.

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On April 24, 2020, we formed a wholly-owned subsidiary, OR Lending III LLC, a Delaware limited liability company, which holds a California finance lenders license. OR Lending III LLC makes loans to borrowers headquartered in California. From time to time we may form wholly-owned subsidiaries to facilitate our normal course of business.

We have elected to be regulated as a BDC under the 1940 Act and as a regulated investment company (“RIC”) for tax purposes under the Internal Revenue Code of 1986, as amended (the “Code”). As a result, we are required to comply with various statutory and regulatory requirements, such as:

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

•source of income limitations;

•asset diversification requirements; and

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

Our Investment Framework

We are a Maryland corporation organized primarily to originate and make loans to, and make debt and equity investments in, U.S. middle market companies. Our investment objective is to generate current income, and to a lesser extent, capital appreciation by targeting investment opportunities with favorable risk-adjusted returns. Since our Adviser and its affiliates began investment activities in April 2016 through June 30, 2023, our Adviser and its affiliates have originated $78.0 billion aggregate principal amount of investments, of which $74.4 billion of aggregate principal amount of investments prior to any subsequent exits or repayments, was retained by either us or a corporation or fund advised by our Adviser or its affiliates. We seek to participate in transactions sponsored by what we believe to be high-quality private equity and venture capital firms capable of providing both operational and financial resources. We seek to generate current income primarily in U.S. middle market companies, both sponsored and unsponsored, through direct originations of senior secured loans or originations of unsecured loans, subordinated loans or mezzanine loans, broadly-syndicated loans and, to a lesser extent, investments in equity and equity-related securities including warrants, preferred stock and similar forms of senior equity, which may or may not be convertible into a portfolio company’s common equity. Our equity investments are typically not control-oriented investments and we may structure such equity investments to include provisions protecting our rights as a minority-interest holder.

We define “middle market companies” generally to mean companies with earnings before interest expense, income tax expense, depreciation and amortization, or “EBITDA,” between $10 million and $250 million annually and/or annual revenue of $50 million to $2.5 billion at the time of investment, although we may on occasion invest in smaller or larger companies if an opportunity presents itself. We generally seek to invest in companies with a loan-to-value ratio of 50% or below. Our target credit investments will typically have maturities between three and ten years and generally range in size between $20 million and $250 million. The investment size will vary with the size of our capital base.

We expect that generally our portfolio composition will be majority debt or income producing securities, which may include “covenant-lite” loans (as defined below), with a lesser allocation to equity or equity-linked opportunities, which we may hold directly or through special purpose vehicles. In addition, we may invest a portion of our portfolio in opportunistic investments and broadly syndicated loans, which will not be our primary focus, but will be intended to enhance returns to our shareholders and from time to time, we may evaluate and enter into strategic portfolio transactions which may result in portfolio companies which we are considered to control. These investments may include high-yield bonds and broadly-syndicated loans, including publicly traded debt instruments, which are typically originated and structured by banks on behalf of large corporate borrowers with employee counts, revenues, EBITDAs and enterprise values larger than those of middle-market companies, and equity investments in portfolio companies that make senior secured loans or invest in broadly syndicated loans or structured products, such as life settlements and royalty interests. Our portfolio composition may fluctuate from time to time based on market conditions and interest rates.

Covenants are contractual restrictions that lenders place on companies to limit the corporate actions a company may pursue. Generally, the loans in which we expect to invest will have financial maintenance covenants, which are used to proactively address materially adverse changes in a portfolio company’s financial performance. However, to a lesser extent, we may invest in “covenant-lite” loans. We use the term “covenant-lite” to refer generally to loans that do not have a complete set of financial maintenance covenants. Generally, “covenant-lite” loans provide borrower companies more freedom to negatively impact lenders because their covenants are incurrence-based, which means they are only tested and

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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 June 30, 2023, our average debt investment size in each of our portfolio companies was approximately $25.8 million based on fair value. As of June 30, 2023, our portfolio companies, excluding investments that fall outside of our typical borrower profile, represented 82.8% of our total debt portfolio based on fair value and these portfolio companies had weighted average annual revenue of $906 million, weighted average annual EBITDA of $194 million and an average interest coverage of 2.0x.

The companies in which we invest use our capital primarily to support their growth, acquisitions, market or product expansion, refinancings and/or recapitalizations. The debt in which we invest typically is not rated by any rating agency, but if these instruments were rated, they would likely receive a rating of below investment grade (that is, below BBB- or Baa3), which is often referred to as “high yield” or “junk”.

A majority of our new investments are indexed to Secured Overnight Financing Rate ("SOFR"); however, we have material contracts that are indexed to USD-London Interbank Offered Rate ("LIBOR") and are monitoring this activity, evaluating the related risks and our exposure, and adding alternative language to contracts, where necessary. Certain contracts have an orderly market transition already in process. However, it is not possible to predict the effect of any of these developments, and any future initiatives to regulate, reform or change the manner of administration of LIBOR could result in adverse consequences to the rate of interest payable and receivable on, market value of and market liquidity for LIBOR-based financial instruments.

Key Components of Our Results of Operations

Investments

We focus primarily on the direct origination of loans to middle market companies domiciled in the United States.

Our level of investment activity (both the number of investments and the size of each investment) can and will vary substantially from period to period depending on many factors, including the amount of debt and equity capital available to middle market companies, the level of merger and acquisition activity for such companies, the general economic environment and the competitive environment for the types of investments we make.

In addition, as part of our risk strategy on investments, we may reduce the levels of certain investments through partial sales or syndication to additional lenders.

Revenues

We generate revenues primarily in the form of interest income from the investments we hold. In addition, we may generate income from dividends on either direct equity investments or equity interests obtained in connection with originating loans, such as options, warrants or conversion rights. Our debt investments typically have a term of three to ten years. As of June 30, 2023, 98.1% of our debt investments based on fair value bear interest at a floating rate, subject to interest rate floors, in certain cases. Interest on our debt investments is generally payable either monthly or quarterly.

Our investment portfolio consists primarily of floating rate loans, and our credit facilities bear interest at floating rates. Macro trends in base interest rates like LIBOR, 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.

Loan origination fees, original issue discount and market discount or premium are capitalized, and we accrete or amortize such amounts under U.S. generally accepted accounting principles (“U.S. GAAP”) as interest income using the effective yield method for term instruments and the straight-line method for revolving or delayed draw instruments. Repayments of our debt investments can reduce interest income from period to period. The frequency or volume of these repayments may fluctuate significantly. We record prepayment premiums on loans as interest income. We may also generate revenue in the form of commitment, loan origination, structuring, or due diligence fees, fees for providing

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managerial assistance to our portfolio companies and possibly consulting fees. Certain of these fees may be capitalized and amortized as additional interest income over the life of the related loan.

Dividend income on equity investments is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly traded companies.

Our portfolio activity will also reflect the proceeds from sales of investments. We recognize realized gains or losses on investments based on the difference between the net proceeds from the disposition and the amortized cost basis of the investment without regard to unrealized gains or losses previously recognized. We record current period changes in fair value of investments that are measured at fair value as a component of the net change in unrealized gains (losses) on investments in the Consolidated Statements of Operations.

Expenses

Our primary operating expenses include the payment of the management fee, expenses reimbursable under the Administration Agreement and Investment Advisory Agreement, legal and professional fees, interest and other debt expenses and other operating expenses. The management fee compensates our Adviser for work in identifying, evaluating, negotiating, closing, monitoring and realizing our investments. The Adviser will not be entitled to an incentive fee prior to an Exchange Listing.

Except as specifically provided below, all investment professionals and staff of the Adviser, when and to the extent engaged in providing investment advisory and management services to us, the base compensation, bonus and benefits, and the routine overhead expenses of such personnel allocable to such services, are provided and paid for by the Adviser. In addition, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company or its affiliates in connection with the offering of securities by the Company. We bear our allocable portion of the costs of the compensation, benefits and related administrative expenses (including travel expenses) of our officers who provide operational and administrative services hereunder, their respective staffs and other professionals who provide services to us (including, in each case, employees of the Adviser or an affiliate) who assist with the preparation, coordination, and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to us. We shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to such individuals (based on a percentage of time such individuals devote, on an estimated basis, to our business affairs and in acting on our behalf). We also will bear all other costs and expenses of our operations, administration and transactions, including, but not limited to (i) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Investment Advisory Agreement; (ii) our allocable portion of overhead and other expenses incurred by the Adviser in performing its administrative obligations under the Investment Advisory Agreement and the Administration Agreement; and (iii) all other costs and expenses of our operations and transactions including, without limitation, those relating to:

•the cost of our organization and any offerings;

•the cost of calculating our net asset value, including the cost of any third-party valuation services;

•the cost of effecting any sales and repurchases of our common stock and other securities;

•fees and expenses payable under any dealer manager agreements, if any;

•debt service and other costs of borrowings or other financing arrangements;

•costs of hedging;

•expenses, including travel expense, incurred by the Adviser, or members of the investment team, or payable to third parties, performing due diligence on prospective portfolio companies and, if necessary, enforcing our rights;

•escrow agent, transfer agent and custodial fees and expenses;

•fees and expenses associated with marketing efforts;

•federal and state registration fees, any stock exchange listing fees and fees payable to rating agencies;

•U.S. federal, state and local taxes;

•independent directors’ fees and expenses including certain travel expenses;

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•costs of preparing financial statements and maintaining books and records and filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, including registration fees, listing fees and licenses, and the compensation of professionals responsible for the preparation of the foregoing;

•the costs of any reports, proxy statements or other notices to our shareholders (including printing and mailing costs), the costs of any shareholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters;

•commissions and other compensation payable to brokers or dealers;

•research and market data;

•fidelity bond, directors and officers errors and omissions liability insurance and other insurance premiums;

•direct costs and expenses of administration, including printing, mailing, long distance telephone and staff;

•fees and expenses associated with independent audits, outside legal and consulting costs;

•costs of winding up;

•costs incurred in connection with the formation or maintenance of entities or vehicles to hold our assets for tax or other purposes;

•extraordinary expenses (such as litigation or indemnification); and

•costs associated with reporting and compliance obligations under the 1940 Act and applicable federal and state securities laws.

We expect, but cannot ensure, that our general and administrative expenses will increase in dollar terms during periods of asset growth, but will decline as a percentage of total assets during such periods.

Leverage

The amount of leverage we use in any period depends on a variety of factors, including cash available for investing, the cost of financing and general economic and market conditions. On June 4, 2020, we received shareholder approval that allows us to reduce our asset coverage ratio from 200% to 150% effective as of June 5, 2020. As a result, we are generally permitted, under specified conditions, to issue multiple classes of indebtedness and one class of stock senior to the common stock if our asset coverage, as defined in the 1940 Act, would at least be equal to 150% immediately after each such issuance. This reduced asset coverage ratio permits us to double the amount of leverage we can incur. For example, under a 150% asset coverage ratio we may borrow $2 for investment purposes of every $1 of investor equity whereas under a 200% asset coverage ratio we may only borrow $1 for investment purposes for every $1 of investor equity. Our current target leverage ratio is 0.90x-1.25x debt-to-equity. As of June 30, 2023, we had net leverage of 0.87x debt-to-equity.

In any period, our interest expense will depend largely on the extent of our borrowing and we expect interest expense will increase as we increase our leverage over time subject to the limits of the 1940 Act. In addition, we may dedicate assets to financing facilities.

Market Trends

We believe the middle-market lending environment provides opportunities for us to meet our goal of making investments that generate attractive risk-adjusted returns.

Limited Availability of Capital for Middle-Market Companies. We believe that regulatory and structural factors, industry consolidation and general risk aversion limit the amount of traditional financing available to U.S. middle-market companies. We believe that many commercial and investment banks have de-emphasized their service and product offerings to middle-market businesses in favor of lending to large corporate clients and managing capital markets transactions. In addition, these lenders may be constrained in their ability to underwrite and hold bank loans and high yield securities for middle-market issuers as they seek to meet existing and future regulatory capital requirements. We also believe that there is a lack of market participants that are willing to hold meaningful amounts of certain middle-market loans. As a result, we believe our ability to minimize syndication risk for a company seeking financing by being able to hold its loans without having to syndicate them, coupled with reduced capacity of traditional lenders to serve the middle-market, present an attractive opportunity to invest in middle-market companies.

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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.

Robust Demand for Debt Capital. The middle market is a large addressable market. According to GE Capital’s National Center for the Middle Market mid-year 2022 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 periods of market volatility, such as the current period of market volatility caused, in part, by elevated inflation, rising interest rates, and current geopolitical conditions have accentuated the advantages of private credit. In addition, 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 $2.6 trillion as of June 30, 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

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whereby holders are due to receive payment before junior creditors and equity holders. Further, these investments are secured by the issuer’s assets, which may provide protection in the event of a default.

Portfolio and Investment Activity

As of June 30, 2023, based on fair value, our portfolio consisted of 77.4% first lien senior secured debt investments (of which 71.8% we consider to be unitranche debt investments (including “last out” portions of such loans)), 12.1% second lien senior secured debt investments, 1.6% unsecured debt investments, 5.0% preferred equity investments and 3.9% common equity investments.

As of June 30, 2023, our weighted average total yield of the portfolio at fair value and amortized cost was 11.6% and 11.6%, respectively, and our weighted average yield of accruing debt and income producing securities at fair value and amortized cost was 11.9% and 11.9%, respectively(1). As of June 30, 2023, the weighted average spread of total debt investments was 6.4%.

As of June 30, 2023, we had investments in 139 portfolio companies with an aggregate fair value of $3.5 billion.

We expect the pace of our originations to vary. In periods with lower repayment volume, the pace of our originations is expected to slow. Currently, rising interest rates, reduced refinancing activity and market uncertainty has led to a decline in merger and acquisitions activity which in turn has led to moderate repayments and originations over the quarter. In addition, although the pace of originations remains slow, the credit quality of our portfolio has been consistent. We continue to focus on investing in recession resistant industries that we are familiar with, including service oriented sectors such as software, insurance, food and beverage and healthcare, and on additional financings to our existing borrowers. The majority of our investments are supported by sophisticated financial sponsors who provide operational and financial resources. In addition, the current lending environment is favorable to direct lenders, 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 protections.

Many of the companies in which we invest have experienced relief and are experiencing improved profitability from earlier supply chain disruptions resulting from the pandemic, the war between Russia and Ukraine and elements of geopolitical, economic and financial market instability. In addition, we have seen a moderation in input costs which has helped to offset the impact of rising rates and support growth. These companies are continuing to see solid demand with modest growth in both revenues and EBITDA. However, in the event that the U.S. economy enters into a recession, it is possible that the results of some of the middle market companies similar to those in which we invest could experience deterioration. While we are not seeing signs of an overall, broad deterioration in our results or those of our portfolio companies at this time, there can be no assurance that the performance of certain of our portfolio companies will not be negatively impacted by economic conditions, which could have a negative impact on our future results.

We also continue to invest in specialty financing portfolio companies, including Fifth Season Investments LLC ("Fifth Season"), LSI Financing 1 DAC ("LSI Financing"), and AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC and AAM Series 2.1 Aviation Feeder, LLC (collectively, "Amergin AssetCo"). 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."

We are continuing to monitor the effect that market volatility, including as a result of a rising interest rate environment and uncertainty in the banking sector may have on our portfolio companies and our investment activities. Although we anticipate that a shift in consumer demand may lead to a contraction in the economy, we believe that the rapid rise in interest rates will meaningfully benefit our net investment income as we begin to see the effect of interest rates exceeding our interest rate floors.

1 Refer to footnote (1) of our weighted average yields and interest rates table for more information on our calculation of weighted average yields.

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

	For the Three Months Ended June 30,
($ in thousands)	2023			2022
New investment commitments
Gross originations	$	62,258		$	144,075
Less: Sell downs	(566)			(10,858)
Total new investment commitments	$	61,692		$	133,217
Principal amount of investments funded:
First-lien senior secured debt investments	$	39,760		$	51,950
Second-lien senior secured debt investments	—			883
Unsecured debt investments	—			7,887
Preferred equity investments	10,000			19,077
Common equity investments	4,600			2,954
Total principal amount of investments funded	$	54,360		$	82,751
Principal amount of investments sold or repaid:
First-lien senior secured debt investments	$	(57,269)		$	(205)
Second-lien senior secured debt investments	(2,400)			—
Unsecured debt investments	—			—
Preferred equity investments	(1,033)			—
Common equity investments	(195)			—
Total principal amount of investments sold or repaid	$	(60,897)		$	(205)
Number of new investment commitments in new portfolio companies(1)	4			14
Average new investment commitment amount	$	9,147		$	9,515
Weighted average term for new debt investment commitments (in years)	3.8			6.2
Percentage of new debt investment commitments at    floating rates	100.0		%	100.0		%
Percentage of new debt investment commitments at    fixed rates	—		%	—		%
Weighted average interest rate of new debt investment    commitments(2)(3)	11.7		%	9.0		%
Weighted average spread over applicable base rate of new floating rate debt investment commitments	6.4		%	6.7		%

________________

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

(2)For the three months ended June 30, 2023, assumes each floating rate commitment is subject to the greater of the interest rate floor (if applicable) or 3-month SOFR, which was 5.27% as of June 30, 2023.

(3)For the three months ended June 30, 2022, assumes each floating rate commitment is subject to the greater of the interest rate floor (if applicable) or 3-month LIBOR, which was 2.29% as of June 30, 2022.

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

	June 30, 2023					December 31, 2022
($ in thousands)	Amortized Cost		Fair Value			Amortized Cost		Fair Value
First-lien senior secured debt investments	$	2,738,611	$	2,743,572	(3)	$	2,737,121	$	2,723,784	(3)
Second-lien senior secured debt investments	437,577		427,502			442,265		427,927
Unsecured debt investments	60,617		58,218			57,458		52,409
Preferred equity investments(1)	179,051		175,840			148,104		144,978
Common equity investments(2)	126,346		137,394			108,138		117,667
Total Investments	$	3,542,202	$	3,542,526		$	3,493,086	$	3,466,765

________________

(1)Includes equity investment in LSI Financing.

(2)Includes equity investment in Amergin AssetCo and Fifth Season.

(3)71.8% and 73.2% of which we consider unitranche loans as of June 30, 2023 and December 31, 2022, respectively.

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

	June 30, 2023		December 31, 2022
Advertising and media	3.0	%	3.1	%
Aerospace and defense	0.4		0.4
Asset based lending and fund finance(1)	1.5		1.2
Automotive	3.4		3.4
Buildings and real estate	3.6		3.3
Business services	6.4		6.2
Chemicals	2.2		2.4
Consumer products	3.3		2.9
Containers and packaging	3.5		3.7
Distribution	1.8		1.7
Education	0.6		0.6
Financial services	2.9		4.1
Food and beverage	3.6		3.9
Healthcare equipment and services	3.0		3.0
Healthcare providers and services	7.8		7.7
Healthcare technology	6.5		6.7
Household products	0.9		0.8
Human resource support services	3.4		3.6
Infrastructure and environmental services	0.0		0.0
Insurance(2)	10.3		10.1
Internet software and services	17.3		17.5
Leisure and entertainment	2.0		2.0
Manufacturing	3.2		3.3
Pharmaceuticals(3)	0.4		—
Professional services	3.3		2.7
Specialty retail	5.1		5.2
Telecommunications	0.3		0.2
Transportation	0.3		0.3
Total	100.0	%	100.0	%

______________

(1)Includes equity investment in Amergin AssetCo.

(2)Includes equity investment in Fifth Season.

(3)Includes equity investment in LSI Financing.

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

	June 30, 2023		December 31, 2022
United States:
Midwest	21.4	%	22.3	%
Northeast	18.0		17.6
South	28.7		28.4
West	23.5		23.3
International	8.4		8.4
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:    

	June 30, 2023		December 31, 2022
Weighted average total yield of portfolio(1)	11.6	%	11.1	%
Weighted average total yield of debt and income producing securities(1)	11.9	%	11.4	%
Weighted average interest rate of debt securities	11.5	%	10.9	%
Weighted average spread over base rate of all floating rate investments	6.4	%	6.4	%

________________

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

The weighted average yield of our debt and income producing securities is not the same as a return on investment for our shareholders but, rather, relates to our investment portfolio and is calculated before the payment of all of our and our subsidiaries’ fees and expenses. The weighted average yield was computed using the effective interest rates as of each respective date, including accretion of original issue discount and loan origination fees, but excluding investments on non-accrual status, if any. There can be no assurance that the weighted average yield will remain at its current level.

Our Adviser monitors our portfolio companies on an ongoing basis. It monitors the financial trends of each portfolio company to determine if they are meeting their respective business plans and to assess the appropriate course of action with respect to each portfolio company. Our Adviser has several methods of evaluating and monitoring the performance and fair value of our investments, which may include the following:

•assessment of success of the portfolio company in adhering to its business plan and compliance with covenants;

•periodic and regular contact with portfolio company management and, if appropriate, the financial or strategic sponsor, to discuss financial position, requirements and accomplishments;

•comparisons to other companies in the portfolio company’s industry; and

•review of monthly or quarterly financial statements and financial projections for portfolio companies.

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

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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 Investment Committee.

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

	June 30, 2023				December 31, 2022
Investment Rating	Investments at Fair Value		Percentage of Total Portfolio		Investments at Fair Value		Percentage of Total Portfolio
($ in thousands)
1	$	404,067	11.4	%	$	372,471	10.7	%
2	2,967,185		83.7		2,983,023		86.1
3	154,974		4.4		98,235		2.8
4	16,300		0.5		—		—
5	—		0.0		13,036		0.4
Total	$	3,542,526	100.0	%	$	3,466,765	100.0	%

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

	June 30, 2023				December 31, 2022
($ in thousands)	Amortized Cost		Percentage		Amortized Cost		Percentage
Performing	$	3,227,177	99.7	%	$	3,212,175	99.2	%
Non-accrual	9,628		0.3		24,669		0.8
Total	$	3,236,805	100.0	%	$	3,236,844	100.0	%

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

Specialty Financing Portfolio Companies

Amergin

Amergin was created to invest in a leasing platform focused on railcar and aviation assets and consists of AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC and AAM Series 2.1 Aviation Feeder, LLC (collectively, “Amergin AssetCo”) and Amergin Asset Management, LLC, which has entered into a Servicing Agreement with Amergin AssetCo. We made a $15.0 million equity commitment to Amergin on July 1, 2022. Our investment in Amergin is a co-investment made with our affiliates in accordance with the terms of the Order.

Fifth Season Investments LLC

Fifth Season is a portfolio company created to invest in life settlement assets. On July 18, 2022, we made a $15.9 million equity commitment to Fifth Season. We increased our commitment on October 17, 2022, November 9, 2022, November 15, 2022, November 29, 2022, February 9, 2023, May 3, 2023, June 1, 2023, June 13, 2023 and June 20, 2023 by $20.6 million, $0.5 million, $2.1 million, $2.0 million, $1.5 million, $1.5 million, $1.0 million, $1.0 million, and $1.0 million, respectively. 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.

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 a $4.0 million commitment to LSI Financing. We increased our commitment to LSI Financing on February 17, 2023, February 24, 2023, and March 16, 2023 by $1.8 million, $0.2 million and $7.7 million. 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:

	Three Months Ended June 30,				Six Months Ended June 30,
($ in millions)	2023		2022		2023		2022
Total Investment Income	$	106.2	$	58.6	$	204.1	$	114.8
Less: Operating expenses	36.3		17.1		71.5		32.0
Net Investment Income (Loss) Before Taxes	69.9		41.5		132.6		82.8
Less: Income taxes (benefit), including excise taxes	0.2		0.1		1.4		0.5
Net Investment Income (Loss) After Taxes	$	69.7	$	41.4	$	131.2	$	82.3
Net change in unrealized gain (loss)	(0.1)		(45.9)		23.8		(61.4)
Net realized gain (loss)	(0.1)		0.0		(11.5)		0.9
Net Increase (Decrease) in Net Assets Resulting from Operations	$	69.5	$	(4.5)	$	143.5	$	21.8

Net increase (decrease) in net assets resulting from operations can vary from period to period as a result of various factors, including the level of new investment commitments, expenses, the recognition of realized gains and losses and changes in unrealized appreciation and depreciation on the investment portfolio. For the quarter ended June 30, 2023, our net asset value per share increased, primarily driven by an increase in accumulated undistributed earnings from net investment income.

Investment Income

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

	Three Months Ended June 30,				Six Months Ended June 30,
($ in millions)	2023		2022		2023		2022
Interest income (excluding PIK interest income)	$	84.7	$	48.0	$	164.0	$	94.5
PIK interest income	12.4		7.5		24.9		14.1
Dividend income	6.9		2.2		11.9		4.7
Other income	2.2		0.9		3.3		1.5
Total investment income	$	106.2	$	58.6	$	204.1	$	114.8

We generate revenues primarily in the form of interest income from the investments we hold. In addition, we may generate income from dividends on either direct equity investments or equity interests obtained in connection with originating loans, such as options, warrants or conversion rights.

For the three months ended June 30, 2023 and 2022

Investment income increased by $47.6 million to $106.2 million for the three months ended June 30, 2023 from $58.6 million for the same period in prior year primarily due to an increase in interest income as a result of an increase in our debt investment portfolio which, at par, increased from $2.9 billion as of June 30, 2022, to $3.3 billion as of June 30, 2023, as well as an increase in the base rates charged on our floating rate debt investments. Dividend income increased period-over-period due to an increase in our portfolio of dividend income-producing equity investments which, at cost, increased from $116.5 million as of June 30, 2022 to $168.4 million as of June 30, 2023. 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. Payment-in-kind interest and dividend income represented approximately 11.7% and 3.7%, respectively, of investment income for the three months ended June 30, 2023 and approximately 12.7% and 3.7%, respectively, of investment income for the three months ended June 30, 2022. We expect that investment income will vary based on a variety of factors including the pace of our originations and repayments.

For the six months ended June 30, 2023 and 2022

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Investment income increased by $89.3 million to $204.1 million for the six months ended June 30, 2023 from $114.8 million for the same period in prior year primarily due to an increase in interest income as a result of an increase in our debt investment portfolio which, at par, increased from $2.9 billion as of June 30, 2022, to $3.3 billion as of June 30, 2023, as well as an increase in the base rates charged on our floating rate debt investments. Dividend income increased period-over-period due to an increase in our portfolio of dividend income-producing equity investments which, at cost, increased from $116.5 million as of June 30, 2022 to $168.4 million as of June 30, 2023. 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. Payment-in-kind interest and dividend income represented approximately 12.2% and 4.3%, respectively, of investment income for the six months ended June 30, 2023 and approximately 12.3% and 3.6%, respectively, of investment income for the six months ended June 30, 2022. We expect that investment income will vary based on a variety of factors including the pace of our originations and repayments.

Expenses

The table below presents expenses for the following periods:

	Three Months Ended June 30,				Six Months Ended June 30,
($ in millions)	2023		2022		2023		2022
Interest expense	29.7		11.5		58.3		20.8
Management fee	4.5		3.7		8.9		7.4
Professional fees	1.3		1.0		2.6		2.0
Directors' fees	0.2		0.3		0.4		0.6
Other general and administrative	0.6		0.6		1.3		1.2
Total operating expenses	$	36.3	$	17.1	$	71.5	$	32.0

Under the terms of the Administration Agreement, we reimburse the Adviser for services performed for us. In addition, pursuant to the terms of the Administration Agreement, the Adviser may delegate its obligations under the Administration Agreement to an affiliate or to a third party and we reimburse the Adviser for any services performed for us by such affiliate or third party.

For the three months ended June 30, 2023 and 2022

Total expenses increased by $19.2 million to $36.3 million for the three months ended June 30, 2023 from $17.1 million for the same period in prior year due to an increase in management fees, interest expense and other expenses of $0.8 million, $18.2 million and $0.2 million, respectively. The increase in interest expense was driven by an increase in average daily borrowings to $1.7 billion from $1.3 billion period over period, as well as an increase in the average interest rate to 6.5% from 3.1% period over period. Management fees increased primarily due to an increase in our investment portfolio, which at fair value, increased from $3.0 billion as of June 30, 2022 to $3.5 billion as of June 30, 2023. As a percentage of total assets, professional fees, directors’ fees and other general and administrative expenses decreased period over period.

For the six months ended June 30, 2023 and 2022

Total expenses increased by $39.5 million to $71.5 million for the six months ended June 30, 2023 from $32.0 million for the same period in prior year due to an increase in management fees, interest expense and other expenses of $1.5 million, $37.5 million and $0.5 million, respectively. The increase in interest expense was driven by an increase in average daily borrowings to $1.7 billion from $1.3 billion period over period, as well as an increase in the average interest rate to 6.4% from 2.9% period over period. Management fees increased primarily due to an increase in our investment portfolio, which at fair value, increased from $3.0 billion as of June 30, 2022 to $3.5 billion as of June 30, 2023. As a percentage of total assets, professional fees, directors’ fees and other general and administrative expenses decreased period over period.

Income Taxes, Including Excise Taxes

We have elected to be treated as a RIC under Subchapter M of the Code, and we intend to operate in a manner so as to continue to qualify for the tax treatment applicable to RICs. To qualify for tax treatment as a RIC, we must, among other

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things, distribute to our shareholders in each taxable year generally at least 90% of our investment company taxable income, as defined by the Code, and net tax-exempt income for that taxable year. In addition, a RIC may, in certain cases, satisfy this distribution requirement by distributing dividends relating to a taxable year after the close of such taxable year under the “spillover dividend” provisions of Subchapter M. To maintain our tax treatment as a RIC, we, among other things, intend to make the requisite distributions to our shareholders, which generally relieves us from U.S. federal income taxes at corporate rates.

Depending on the level of taxable income earned in a tax year, we can be expected to carry forward taxable income (including net capital gains, if any) in excess of current year dividend distributions from the current tax year into the next tax year and pay a nondeductible 4% U.S. federal excise tax on such taxable income, as required. To the extent that we determine that our estimated current year annual taxable income will be in excess of estimated current year dividend distributions from such income, we will accrue excise tax on estimated excess taxable income.

For the three and six months ended June 30, 2023 we accrued U.S. federal excise tax of $0.2 million and $1.4 million, respectively. For the three and six months ended June 30, 2022 we accrued U.S. federal excise tax of $126.0 thousand and $539.3 thousand, respectively.

Net Change in Unrealized Gains (Losses)

We fair value our portfolio investments quarterly and any changes in fair value are recorded as unrealized gains or losses. The table below presents the composition of net change in unrealized gains (losses) for the following periods:

	Three Months Ended June 30,				Six Months Ended June 30,
($ in millions)	2023		2022		2023		2022
Net change in unrealized gain (loss) on investments	$	(0.2)	$	(45.8)	$	23.6	$	(61.3)
Net change in translation of assets and liabilities in foreign currencies	0.1		(0.1)		0.2		(0.1)
Income tax (provision) benefit	—		0.0		—		—
Net change in unrealized gain (loss)	$	(0.1)	$	(45.9)	$	23.8	$	(61.4)

For the three months ended June 30, 2023 and 2022

For the three months ended June 30, 2023, the net change in unrealized gain (loss) was primarily driven by the fair value of our debt investments remaining relatively flat as compared to March 31, 2023. As of June 30, 2023, the fair value of our debt investments as a percentage of principal was 98.5%, as compared to 98.5% as of March 31, 2023.

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The ten largest contributors to the change in net unrealized gain (loss) on investments during the three months ended June 30, 2023 consisted of the following:

Portfolio Company	Net Change in Unrealized Gain (Loss)
($ in millions)
Elliott Alto Co-Investor Aggregator L.P.	$	(1.8)
CD&R Value Building Partners I, L.P. (dba Belron)	1.4
Cornerstone OnDemand, Inc.	(1.4)
Metis HoldCo, Inc. (dba Mavis Tire Express Services)	1.0
ConAir Holdings LLC	0.9
Sonny's Enterprises, LLC	(0.9)
Aruba Investments Holdings, LLC (dba Angus Chemical Company)	(0.7)
Ideal Image Development, LLC	(0.7)
Associations, Inc.	(0.6)
Packaging Coordinators Midco, Inc.	0.5
Remaining portfolio companies	2.1
Total	$	(0.2)

For the three months ended June 30, 2022, the net change in unrealized gain (loss) was primarily driven by a decrease in the fair value of our debt investments as compared to March 31, 2022. As of June 30, 2022, the fair value of our debt investments as a percentage of principal was 97.0%, as compared to 98.1% as of March 31, 2022. The primary driver of our portfolio’s unrealized loss was due to current market conditions, including public market volatility, and credit spreads widening across the broader markets.

The ten largest contributors to the change in net unrealized gain (loss) on investments during the three months ended June 30, 2022 consisted of the following:

Portfolio Company	Net Change in Unrealized Gain (Loss)
($ in millions)
Cornerstone OnDemand, Inc.	$	(4.8)
Packaging Coordinators Midco, Inc.	(4.2)
ConAir Holdings LLC	(4.2)
CD&R Value Building Partners I, L.P. (dba Belron)	(2.8)
Asurion, LLC	(2.6)
Walker Edison Furniture Company LLC	(1.8)
When I Work, Inc.	(1.7)
Parexel International, Inc. (dba Parexel)	(1.7)
WMC Bidco, Inc. (dba West Monroe)	(1.7)
Muine Gall, LLC	(1.2)
Remaining portfolio companies	(19.1)
Total	$	(45.8)

For the six months ended June 30, 2023 and 2022

For the six months ended June 30, 2023, the net change in unrealized gain (loss) was primarily driven by an increase in the fair value of our debt investments as compared to December 31, 2022. As of June 30, 2023, the fair value of our debt investments as a percentage of principal was 98.5%, as compared to 97.7% as of December 31, 2022. The primary drivers of our portfolio’s unrealized gain was due to current market conditions, including credit spreads tightening across the

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broader markets and the reversal of a prior period unrealized loss that was realized during the period in connection with the restructuring of a debt investment.

The ten largest contributors to the change in net unrealized gain (loss) on investments during the six months ended months ended June 30, 2023 consisted of the following:

Portfolio Company ($ in millions)	Net Change in Unrealized Gain (Loss)
Walker Edison Furniture Company LLC	$	11.3
Muine Gall, LLC	2.1
Elliott Alto Co-Investor Aggregator L.P.	(1.7)
Cornerstone OnDemand, Inc.	(1.5)
CD&R Value Building Partners I, L.P. (dba Belron)	1.4
ConAir Holdings LLC	1.4
Asurion, LLC	1.3
Metis HoldCo, Inc. (dba Mavis Tire Express Services)	1.3
The Shade Store, LLC	(1.1)
Phoenix Newco, Inc. (dba Parexel)	1.0
Remaining Companies	8.1
Total	$	23.6

For the six months ended June 30, 2022, the net change in unrealized gain (loss) was primarily driven by a decrease in the fair value of our debt investments as compared to December 31, 2021. As of June 30, 2022, the fair value of our debt investments as a percentage of principal was 97.0%, as compared to 98.6% as of December 31, 2021. The primary driver of our portfolio’s unrealized loss was due to current market conditions, including public market volatility, and credit spreads widening across the broader markets.

The ten largest contributors to the change in net unrealized gain (loss) on investments during the six months ended June 30, 2022 consisted of the following:

Portfolio Company ($ in millions)	Net Change in Unrealized Gain (Loss)
Cornerstone OnDemand, Inc.	$	(5.2)
Packaging Coordinators Midco, Inc.	(5.1)
ConAir Holdings LLC	(4.6)
CD&R Value Building Partners I, L.P. (dba Belron)	(3.0)
Asurion, LLC	(2.9)
Walker Edison Furniture Company LLC	(2.8)
When I Work, Inc.	(2.2)
Parexel International, Inc. (dba Parexel)	(2.2)
WMC Bidco, Inc. (dba West Monroe)	(1.9)
Muine Gall, LLC	(1.7)
Remaining portfolio companies	(29.7)
Total	$	(61.3)

Net Realized Gains (Losses)

The table below presents the composition of realized gains and losses on fully exited portfolio companies, partially exited portfolio companies and foreign currency transactions for the following periods:

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	Three Months Ended June 30,				Six Months Ended June 30,
($ in millions)	2023		2022		2023		2022
Net realized gain (loss) on investments	$	0.0	$	0.0	$	(11.5)	$	0.9
Net realized gain (loss) on foreign currency transactions	$	(0.1)	$	0.0	0.0		0.0
Net realized gain (loss)	$	(0.1)	$	0.0	$	(11.5)	$	0.9

Realized Gross Internal Rate of Return

Since we began investing in 2020 through June 30, 2023, our exited investments have resulted in an aggregate cash flow realized gross internal rate of return to us of 15.2% (based on total capital invested of $174.1 million and total proceeds from these exited investments of $187.4 million). Eighty-eight percent of these exited investments resulted in an aggregate cash flow realized gross internal rate of return (“IRR”) to us of 10% or greater.

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

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

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

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

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

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

Financial Condition, Liquidity and Capital Resources

Our liquidity and capital resources are generated primarily from the proceeds of capital drawdowns of our privately placed Capital Commitments, cash flows from interest and fees earned from our investments and principal repayments, our credit facilities, and other secured and unsecured debt. The primary uses of our cash are (i) investments in portfolio companies and other investments and to comply with certain portfolio diversification requirements, (ii) the cost of operations (including paying or reimbursing our Adviser), (iii) debt service, repayment and other financing costs of any borrowings and (iv) cash distributions to the holders of our shares.

We may from time to time enter into additional credit facilities, increase the size of our existing credit facilities or issue additional debt securities. Additional financings could include SPV drop down facilities and unsecured notes. Any such incurrence or issuance would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions and other factors. In accordance with the 1940 Act, with certain limited exceptions, we are only allowed to incur borrowings, issue debt securities or issue preferred stock, if immediately after the borrowing or issuance, the ratio of total assets (less total liabilities other than indebtedness) to total indebtedness plus preferred stock, is at least 150%. In addition, from time to time, we may seek to retire, repurchase, or exchange debt securities in open market purchases or by other means, including privately negotiated transactions, in each case dependent on market conditions, liquidity, contractual obligations, and other matters. The amounts involved in any such transactions, individually or in the aggregate, may be material. As of June 30, 2023, our asset coverage ratio was 208%. We seek to carefully consider our unfunded commitments for the purpose of planning our ongoing financial leverage. Further, we maintain sufficient

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borrowing capacity within the 150% asset coverage limitation to cover any outstanding unfunded commitments we are required to fund.

Cash as of June 30, 2023, taken together with our available debt capacity of $460.5 million, is expected to be sufficient for our investing activities and to conduct our operations in the near term. Our long-term cash needs will include principal payments on outstanding indebtedness and funding of additional portfolio investments. Funding for long-term cash needs will come from unused net proceeds from financing activities. We believe that our liquidity and sources of capital are adequate to satisfy our short and long-term cash requirements. We cannot, however, be certain that these sources of funds will be available at a time and upon terms acceptable to us in sufficient amounts in the future.

As of June 30, 2023, we had $72.3 million in cash. During the six months ended June 30, 2023, cash provided by operating activities was $74.8 million, primarily as a result of sales and repayments of $113.0 million and other operating activity of $94.9 million, partially offset by funding portfolio investments of $133.1 million. Lastly, cash used in financing activities was $62.5 million during the period, which was the result of distributions paid of $80.2 million, partially offset by proceeds from net borrowings on our credit facilities, net of debt issuance costs, of $17.7 million.

Equity

Subscriptions and Drawdowns

In connection with our formation, we have the authority to issue 500,000,000 common shares at $0.01 per share par value.

On June 4, 2020, the Company issued 100 common shares for $1,500 to the Adviser.

We have entered into subscription agreements (the “Subscription Agreements”) with investors providing for the private placement of our common shares. Under the terms of the Subscription Agreements, investors are required to fund drawdowns to purchase our common shares up to the amount of their respective Capital Commitment on an as-needed basis each time we deliver a drawdown notice to our investors.

As of June 16, 2022, all Capital Commitments had been drawn. During the six months ended June 30, 2022, we delivered the following capital call notices to investors:

Capital Drawdown Notice Date	Common Share Issuance Date	Number of Common Shares Issued	Aggregate Offering Price
June 3, 2022	June 16, 2022	7,836,877	118,180,103
Total		7,836,877	$	118,180,103

Distributions

The following table reflects the distributions declared on shares of our common stock during the six months ended June 30, 2023:

	June 30, 2023
Date Declared	Record Date	Payment Date	Distribution per Share
May 9, 2023	June 30, 2023	August 15, 2023	$	0.48
February 21, 2023	March 31, 2023	May 15, 2023	$	0.44

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The following table reflects the distributions declared on shares of our common stock during the six months ended June 30, 2022:

	June 30, 2022
Date Declared	Record Date	Payment Date	Distribution per Share
May 3, 2022	June 30, 2022	August 15, 2022	$	0.30
February 23, 2022	March 31, 2022	May 13, 2022	$	0.33

Dividend Reinvestment

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

Shareholders who receive distributions in the form of shares of common stock will be subject to the same U.S. federal, state and local tax consequences as if they received cash distributions.

The following table reflects the common stock issued pursuant to the dividend reinvestment plan during the six months ended June 30, 2023:

Date Declared	Record Date	Payment Date	Shares
February 21, 2023	March 31, 2023	May 15, 2023	809,043
November 1, 2022	December 31, 2022	January 31, 2023	762,549

The following table reflects the common stock issued pursuant to the dividend reinvestment plan during the six months ended June 30, 2022:

Date Declared	Record Date	Payment Date	Shares
February 23, 2022	March 31, 2022	May 13, 2022	484,928
November 2, 2021	December 31, 2021	January 31, 2022	382,099

Debt

Aggregate Borrowings

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

	June 30, 2023
($ in thousands)	Aggregate Principal Committed		Outstanding Principal		Amount Available(1)		Net Carrying Value(2)
Revolving Credit Facility(3)	$	450,000	$	66,101	$	383,899	$	60,799
SPV Asset Facility I	$	625,000	$	500,000	$	46,565	$	495,696
SPV Asset Facility II	$	350,000	$	320,000	$	30,000	$	318,088
2027 Notes	$	325,000	$	325,000	$	—	$	321,905
July 2025 Notes	$	142,000	$	142,000	$	—	$	140,873
July 2027 Notes	$	250,000	$	250,000	$	—	$	247,114
Series 2023A Notes	$	100,000	$	100,000	$	—	$	99,171
Total Debt	$	2,242,000	$	1,703,101	$	460,464	$	1,683,646

________________

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

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(2)The carrying value of the Company’s Revolving Credit Facility, SPV Asset Facility I, SPV Asset Facility II, 2027 Notes, July 2025 Notes, July 2027 Notes and Series 2023A Notes are presented net of deferred financing costs of $5.3 million, $4.3 million, $1.9 million, $3.1 million, $1.1 million, $2.9 million and $0.8 million respectively.

(3)Includes the unrealized translation gain (loss) on borrowings denominated in foreign currencies.

	December 31, 2022
($ in thousands)	Aggregate Principal Committed		Outstanding Principal		Amount Available(1)		Net Carrying Value(2)
Revolving Credit Facility(3)	$	450,000	$	144,402	$	305,598	$	138,579
SPV Asset Facility I	$	625,000	$	500,000	$	65,161	$	494,922
SPV Asset Facility II	$	350,000	$	320,000	$	30,000	$	317,813
2027 Notes	$	325,000	$	325,000	$	—	$	321,515
July 2025 Notes	$	142,000	$	142,000	$	—	$	140,602
July 2027 Notes	$	250,000	$	250,000	$	—	$	246,879
Promissory Note	$	—	$	—	$	—	$	—
Total Debt	$	2,142,000	$	1,681,402	$	400,759	$	1,660,310

________________

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

(2)The carrying value of the Company’s Revolving Credit Facility, SPV Asset Facility I, SPV Asset Facility II, 2027 Notes, July 2025 Notes and July 2027 Notes are presented net of deferred financing costs of $5.8 million, $5.1 million, $2.2 million, $3.5 million, $1.4 million and $3.1 million, respectively.

(3)Includes the unrealized translation gain (loss) on borrowings denominated in foreign currencies.

The table below presents the components of interest expense for the following periods:

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
($ in thousands)	2023			2022			2023			2022
Interest expense	$	28,343		$	10,461		$	55,536		$	19,060
Amortization of debt issuance costs	1,370			1,017			2,716			1,758
Total Interest Expense	$	29,713		$	11,478		$	58,252		$	20,818
Average interest rate	6.5		%	3.1		%	6.4		%	2.9		%
Average daily borrowings	$	1,720,225		$	1,323,119		$	1,716,177		$	1,299,030

Senior Securities

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The table below presents information about our senior securities as of the following periods.

Class and Period	Total Amount Outstanding Exclusive of Treasury Securities(1) ($ in millions)		Asset Coverage per Unit(2)		Involuntary Liquidating Preference per Unit(3)	Average Market Value per Unit(4)
Subscription Credit Facility(5)
December 31, 2021	$	—	$	—	—	N/A
December 31, 2020	$	228.8	$	2,250	—	N/A
Revolving Credit Facility
June 30, 2023 (Unaudited)	$	66.1	$	2,083	—	N/A
December 31, 2022	$	144.4	$	2,066	—	N/A
December 31, 2021	$	215.7	$	1,941	—	N/A
SPV Asset Facility I
June 30, 2023 (Unaudited)	$	500.0	$	2,083	—	N/A
December 31, 2022	$	500.0	$	2,066	—	N/A
December 31, 2021	$	500.0	$	1,941	—	N/A
SPV Asset Facility II
June 30, 2023 (Unaudited)	$	320.0	$	2,083	—	N/A
December 31, 2022	$	320.0	$	2,066	—	N/A
December 31, 2021	$	320.0	$	1,941	—	N/A
2027 Notes
June 30, 2023 (Unaudited)	$	325.0	$	2,083	—	N/A
December 31, 2022	$	325.0	$	2,066	—	N/A
December 31, 2021	$	325.0	$	1,941	—	N/A
July 2025 Notes
June 30, 2023 (Unaudited)	$	142.0	$	2,083	—	N/A
December 31, 2022	$	142.0	$	2,066	—	N/A
July 2027 Notes
June 30, 2023 (Unaudited)	$	250.0	$	2,083	—	N/A
December 31, 2022	$	250.0	$	2,066	—	N/A
Series 2023A Notes
June 30, 2023 (Unaudited)	$	100.0	$	2,083	—	N/A
Promissory Note(6)
December 31, 2022	$	—	$	2,066	—	N/A
December 31, 2021	$	142.0	$	1,941	—	N/A

________________

(1)Total amount of each class of senior securities outstanding at the end of the period presented.

(2)Asset coverage per unit is the ratio of the carrying value of our total assets, less all liabilities excluding indebtedness represented by senior securities in this table, to the aggregate amount of senior securities representing indebtedness. Asset coverage per unit is expressed in terms of dollar amounts per $1,000 of indebtedness and is calculated on a consolidated basis.

(3)The amount to which such class of senior security would be entitled upon our involuntary liquidation in preference to any security junior to it. The "—" in this column indicates information that the SEC expressly does not require to be disclosed for certain types of senior securities.

(4)Not applicable because the senior securities are not registered for public trading.

(5)Facility was terminated in 2021.

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(6)Facility was terminated in 2022.

Description of Facilities

Credit Facilities

Revolving Credit Facility

On December 14, 2022, we entered into an Amended and Restated Senior Secured Revolving Credit Agreement (the “Revolving Credit Facility”), which amends and restates in its entirety that certain Senior Secured Revolving Credit Agreement, dated as of September 10, 2021. The parties to the Revolving Credit Facility include us, as Borrower, the lenders from time to time parties thereto (each a “Lender” and collectively, the “Lenders”), JPMorgan Chase Bank, N.A. as Administrative Agent, JPMorgan Chase Bank, N.A., MUFG Union Bank, LTD. and Sumitomo Mitsui Banking Corporation as Joint Lead Arrangers and Joint Book Runners.

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

The initial maximum principal amount of the Revolving Credit Facility is $450 million, subject to availability under the borrowing base, which is based on our portfolio investments and other outstanding indebtedness. Maximum capacity under the Revolving Credit Facility may be increased to $1.1 billion through the exercise by us of an uncommitted accordion feature through which existing and new lenders may, at their option, agree to provide additional financing. The Revolving Credit Facility is secured by a perfected first-priority interest in substantially all of the portfolio investments held by us and each Guarantor, subject to certain exceptions.

The availability period under the Revolving Credit Facility will terminate on December 14, 2026 (“Revolving Credit Facility Commitment Termination Date”) and the Revolving Credit Facility will mature on December 14, 2027 (“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 in U.S dollars will bear interest at either term SOFR plus a margin, or the prime rate plus a margin. We may elect either the term SOFR or prime rate at the time of drawdown, and loans denominated in U.S. dollars 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 in other permitted currencies will bear interest at the relevant rate specified therein plus an applicable margin. 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.

Subscription Credit Facility

On August 12, 2020 (the “Closing Date”), we entered into a revolving credit facility (the “Subscription Credit Facility”) with State Street Bank and Trust Company (“State Street”) as administrative agent (the “Administrative Agent”), and State Street and PNC Bank, National Association (“PNC”), as lenders.

The Subscription Credit Facility permitted the Company to borrow up to $550 million, subject to availability under the borrowing base, which was based on unused capital commitments. Effective November 12, 2021, the outstanding balance on the Subscription Credit Facility was paid in full and the facility was terminated pursuant to its terms.

Borrowings under the Subscription Credit Facility bore interest, at our election at the time of drawdown, at a rate per annum equal to (i) in the case of LIBOR rate loans, an adjusted LIBOR rate for the applicable interest period plus 2.00% or (ii) in the case of reference rate loans, the greatest of (A) a prime rate plus 1.00%, (B) the federal funds rate plus 1.50%, and (C) one-month LIBOR plus 1.00%. Loans were able to be converted from one rate to another at any time at our

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election, subject to certain conditions. We predominantly borrowed utilizing LIBOR loans, generally electing one-month LIBOR upon borrowing. We also paid an unused commitment fee of 0.25% per annum on the unused commitments.

SPV Asset Facilities

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

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

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

SPV Asset Facility I

On July 29, 2021 (the “SPV Asset Facility I Closing Date”), ORCC III Financing LLC (“ORCC III Financing”), a Delaware limited liability company and newly formed subsidiary entered into a Credit Agreement (as amended through the date hereof, the “SPV Asset Facility I”), with ORCC III Financing, as borrower, us, as equityholder, the Adviser, as collateral manager, the lenders from time to time parties thereto, Société Générale, as agent, State Street Bank and Trust Company, as collateral agent, collateral administrator and custodian, and Alter Domus (US) LLC as collateral custodian. The parties to the SPV Asset Facility I have entered into various amendments, including to admit new lenders, increase the maximum principal amount available under the facility, add a swingline commitment to the facility, extend the availability period and maturity date, change the interest rate and make various other changes. The following describes the terms of SPV Asset Facility I amended through March 16, 2022 (the “SPV Asset Facility I Third Amendment Date”).

From time to time, we expect to sell and contribute certain investments to ORCC III Financing pursuant to a Sale and Contribution Agreement by and between us and ORCC III Financing. No gain or loss will be recognized as a result of the contribution. Proceeds from the SPV Asset Facility I will be used to finance the origination and acquisition of eligible assets by ORCC III Financing, including the purchase of such assets from us. We retain a residual interest in assets contributed to or acquired by ORCC III Financing through our ownership of ORCC III Financing. The maximum principal amount of the SPV Asset Facility I is $625 million, which can be drawn in multiple currencies subject to certain conditions; the availability of this amount is subject to the borrowing base, which is determined on the basis of the value and types of ORCC III Financing’s assets from time to time, and satisfaction of certain conditions, including certain concentration limits. The SPV Asset Facility I includes a $100 million sub-limit for swingline loans.

The SPV Asset Facility I provides for the ability to (1) draw term loans and (2) draw and redraw revolving loans under the SPV Asset Facility I through March 15, 2024, unless the commitments are terminated sooner as provided in the SPV Asset Facility I (the “Commitment Termination Date”). Unless otherwise terminated, the SPV Asset Facility I will mature on March 16, 2026 (the “SPV Asset Facility I Stated Maturity”). Prior to the SPV Asset Facility I Stated Maturity, proceeds received by ORCC III Financing from principal and interest, dividends, or fees on assets must be used to pay fees, expenses and interest on outstanding borrowings, and the excess may be returned to us, subject to certain conditions. On the SPV Asset Facility I Stated Maturity, ORCC III Financing must pay in full all outstanding fees and expenses and all principal and interest on outstanding borrowings, and the excess may be returned to us.

Amounts drawn in U.S. dollars bear interest at SOFR plus a spread of 2.30%; amounts drawn in Canadian dollars bear interest at CDOR plus a spread of 2.30%; amounts drawn in Euros bear interest at EURIBOR plus a spread of 2.30%; and amounts drawn in British pounds bear interest either at SONIA plus a spread of 2.2693% or at an alternate base rate plus a spread of 2.30%. From the SPV Asset Facility I Closing Date to the Commitment Termination Date, there is a commitment fee, calculated on a daily basis, ranging from 0.00% to 1.00% on the undrawn amount under the SPV Asset Facility I. The SPV Asset Facility I contains customary covenants, including certain limitations on the activities of ORCC III Financing, including limitations on incurrence of incremental indebtedness, and customary events of default. The SPV

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Asset Facility I is secured by a perfected first priority security interest in the assets of ORCC III Financing and on any payments received by ORCC III Financing in respect of those assets. Assets pledged to the lenders under the SPV Asset Facility I will not be available to pay our debts.

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

SPV Asset Facility II

On December 2, 2021 (the “SPV Asset Facility II Closing Date”), ORCC III Financing II LLC (“ORCC III Financing II”), a Delaware limited liability company and newly formed subsidiary entered into a loan financing and servicing agreement (the “SPV Asset Facility II”), with ORCC III Financing II, as borrower, us, as equityholder and services provider, the lenders from time to time parties thereto, Deutsche Bank AG, New York Branch, as facility agent, State Street Bank and Trust Company, as collateral agent and Alter Domus (US) LLC, as collateral custodian. The parties to the SPV Asset Facility II have entered an amendment which converted the benchmark rate of the facility from LIBOR to term SOFR and added an additional lender and reallocated lender commitments. The following describes the terms of SPV Asset Facility II amended through February 18, 2022 (the “SPV Asset Facility II First Amendment Date”).

From time to time, we expect to sell and contribute certain loan assets to ORCC III Financing II pursuant to a Sale and Contribution Agreement by and between us and ORCC III Financing II. No gain or loss will be recognized as a result of the contribution. Proceeds from the SPV Asset Facility II will be used to finance the origination and acquisition of eligible assets by ORCC III Financing II, including the purchase of such assets from us. We retain a residual interest in assets contributed to or acquired by ORCC III Financing II through our ownership of ORCC III Financing II. The maximum principal amount of the SPV Asset Facility II is $350 million; the availability of this amount is subject to a borrowing base test, which is based on the value of ORCC III Financing II’s assets from time to time, and satisfaction of certain conditions, including interest spread and weighted average coupon tests, certain concentration limits and collateral quality tests.

The SPV Asset Facility II provides for the ability to borrow, reborrow, repay and prepay advances under the SPV Asset Facility II for a period of up to three years after the SPV Asset Facility II Closing Date unless such period is extended or accelerated under the terms of the SPV Asset Facility II (the “SPV Asset Facility II Revolving Period”). Unless otherwise extended, accelerated or terminated under the terms of the SPV Asset Facility II, the SPV Asset Facility II will mature on the date that is two years after the last day of the SPV Asset Facility II Revolving Period (the “SPV Asset Facility II Termination Date”). Prior to the SPV Asset Facility II Termination Date, proceeds received by ORCC III Financing II from principal and interest, dividends, or fees on assets must be used to pay fees, expenses and interest on outstanding advances, and the excess may be returned to the Company, subject to certain conditions. On the SPV Asset Facility II Termination Date, ORCC III Financing II must pay in full all outstanding fees and expenses and all principal and interest on outstanding advances, and the excess may be returned to us.

Amounts drawn bear interest at SOFR (or, in the case of certain lenders that are commercial paper conduits, the lower of (a) their cost of funds and (b) SOFR, such SOFR not to be lower than zero) plus a spread equal to 1.95% per annum, which spread will increase (a) on and after the end of the SPV Asset Facility II Revolving Period by 0.15% per annum if no event of default has occurred and (b) by 2.00% per annum upon the occurrence of an event of default (such spread, the “Applicable Margin”). SOFR may be replaced as a base rate under certain circumstances. During the SPV Asset Facility II Revolving Period, ORCC III Financing II will pay an undrawn fee ranging from 0.00% to 0.25% per annum on the undrawn amount, if any, of the revolving commitments in the SPV Asset Facility II. During the SPV Asset Facility II Revolving Period, if the undrawn commitments are in excess of a certain portion (initially 12.5% and increasing in stages to 25%, 50% and 70%) of the total commitments under the SPV Asset Facility II, ORCC III Financing II will also pay a make-whole fee equal to the Applicable Margin multiplied by such excess undrawn commitment amount, reduced by the undrawn fee payable on such excess. ORCC III Financing II will also pay Deutsche Bank AG, New York Branch, certain fees (and reimburse certain expenses) in connection with its role as facility agent. The SPV Asset Facility II contains customary covenants, including certain financial maintenance covenants, limitations on the activities of ORCC III Financing II, including limitations on incurrence of incremental indebtedness, and customary events of default. The SPV Asset Facility II is secured by a perfected first priority security interest in the assets of ORCC III Financing II and on any payments received by ORCC III Financing II in respect of those assets. Assets pledged to the lenders will not be available to pay our debts.

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

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Unsecured Notes

2027 Notes

On October 13, 2021, we issued $325 million aggregate principal amount of notes that mature on April 13, 2027 (the “2027 Notes”) in a private placement in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and for initial resale to qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A promulgated under the Securities Act. Concurrent with the issuance of the 2027 Notes, we entered into a Registration Rights Agreement pursuant to which we filed a registration statement with the SEC with respect to an offer to exchange the then outstanding 2027 Notes (the "Restricted 2027 Notes") for a new issue of debt securities registered under the Securities Act with terms substantially identical to those of the Restricted 2027 Notes (except for provisions relating to transfer restrictions and payment of additional interest), which offer to exchange expired on September 28, 2022 and was completed promptly thereafter.

The 2027 Notes were issued pursuant to an Indenture dated as of October 13, 2021 (the “Base Indenture”), between the us and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as trustee (the “Trustee”), and a First Supplemental Indenture, dated as of October 13, 2021 (the “First Supplemental Indenture” and together with the Base Indenture, the “Indenture”), between the Company and the Trustee. The Notes will mature on April 13, 2027 and may be redeemed in whole or in part at our option at any time or from time to time at the redemption prices set forth in the Indenture.

The 2027 Notes bear interest at a rate of 3.125% per year, payable semi-annually on April 13 and October 13 of each year, commencing on April 13, 2022.

The 2027 Notes are 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 2027 Notes. The 2027 Notes rank pari passu, or equal, in right of payment with all of our existing and future indebtedness or other obligations that are not so subordinated, or junior. The 2027 Notes rank effectively subordinated, or junior, to any of our existing and future secured indebtedness or other obligations (including unsecured indebtedness that we later secure) to the extent of the value of the assets securing such indebtedness. The 2027 Notes rank structurally subordinated, or junior, to all existing and future indebtedness and other obligations (including trade payables) incurred by our subsidiaries, financing vehicles or similar facilities. The Indenture contains certain covenants, including covenants requiring us to (i) comply with the asset coverage requirements of the Investment Company Act of 1940, as amended, whether or not we are subject to those requirements, and (ii) provide financial information to the holders of the 2027 Notes and the Trustee if we are no longer subject to the reporting requirements under the Securities Exchange Act of 1934, as amended. These covenants are subject to important limitations and exceptions that are described in the Indenture. In addition, if a change of control repurchase event, as defined in the Indenture, occurs prior to maturity, holders of the 2027 Notes will have the right, at their option, to require us to repurchase for cash some or all of the 2027 Notes at a repurchase price equal to 100% of the aggregate principal amount of the 2027 Notes being repurchased, plus accrued and unpaid interest to, but excluding, the repurchase date.

Series 2022A Notes

On July 21, 2022, we entered into a Master Note Purchase Agreement (the “Note Purchase Agreement”) governing the issuance of (i) $142,000,000 in aggregate principal amount of Series 2022A Notes, Tranche A, due July 21, 2025, with a fixed interest rate of 7.50% per year (the “July 2025 Notes”) and (ii) $190,000,000 in aggregate principal amount of Series 2022A Notes, Tranche B, due July 21, 2027, with a fixed interest rate of 7.58% per year (the “July 2027 Notes” and, together with the July 2025 Notes, the “Series 2022A Notes”), in each case, to qualified institutional investors in a private placement. The Series 2022A Notes are guaranteed by certain domestic subsidiaries of ours.

Interest on the Series 2022A Notes will be due semiannually on January 21 and July 21 each year, beginning on January 21, 2023. The Series 2022A Notes may be redeemed in whole or in part at any time or from time to time at our option at par plus accrued interest to the prepayment date and, if applicable, a make-whole premium. In addition, we are obligated to offer to prepay the Series 2022A Notes at par plus accrued and unpaid interest up to, but excluding, the date of prepayment, if certain change in control events occur. The Series 2022A Notes are general unsecured obligations of ours that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by us.

The Note Purchase Agreement contains customary terms and conditions for senior unsecured notes issued in a private placement, including, without limitation, affirmative and negative covenants such as information reporting,

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maintenance of our status as a BDC within the meaning of the 1940 Act, a minimum net worth of $800,000,000, and a minimum asset coverage ratio of 1.50 to 1.00.

In addition, in the event that a Below Investment Grade Event (as defined in the Note Purchase Agreement) occurs, the Series 2022A Notes will bear interest at a fixed rate per annum which is 1.00% above the stated rate of the Series 2022A Notes from the date of the occurrence of the Below Investment Grade Event to and until the date on which the Below Investment Grade Event is no longer continuing. In the event that a Secured Debt Ratio Event (as defined in the Note Purchase Agreement) occurs, the Series 2022A Notes will bear interest at a fixed rate per annum which is 1.50% above the stated rate of the Series 2022A Notes from the date of the occurrence of the Secured Debt Ratio Event to and until the date on which the Below Investment Grade Event is no longer continuing. In the event that both a Below Investment Grade Event and a Secured Debt Ratio Event have occurred and are continuing, the Series 2022A Notes will bear interest at a fixed rate per annum which is 2.00% above the stated rate of the Series 2022A Notes from the date of the occurrence of the later to occur of the Below Investment Grade Event and the Secured Debt Ratio Event to and until the date on which one of such events is no longer continuing.

The Note Purchase Agreement also contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, certain cross-defaults or cross-acceleration under other indebtedness of the Company, certain judgments and orders and certain events of bankruptcy.

Series 2022B Notes

On December 22, 2022, we entered into a First Supplement to the Note Purchase Agreement (the “First Supplement”) governing the issuance of $60,000,000 in aggregate principal amount of Series 2022B Notes, due July 21, 2027, with a fixed interest rate of 7.58% per year (the “Series 2022B Notes”). Except as otherwise expressly set forth in the First Supplement, the terms of the Note Purchase Agreement that apply to the July 2027 Notes apply to the Series 2022B Notes, including, without limitation, the material terms described above.

Series 2023A Notes

On June 29, 2023, we entered into a Second Supplement to the Note Purchase Agreement (the “Second Supplement”) governing the issuance of $100 million in aggregate principal amount of Series 2023A Notes, due June 29, 2028, with a fixed interest rate of 8.10% per year (the “Series 2023A Notes”). Except as otherwise expressly set forth in the Second Supplement, the terms of the Note Purchase Agreement that apply to the July 2027 Notes apply to the Series 2023A Notes, including, without limitation, the material terms described above.

Promissory Note

On September 13, 2021, we as borrower, entered into a Loan Agreement (the “FIC Agreement”) with Owl Rock Feeder FIC BDC III LLC (“Feeder FIC”), an affiliate of the Adviser, as lender, to enter into revolving promissory notes (the “Promissory Notes”) to borrow up to an aggregate of $250 million from Feeder FIC. On February 23, 2022, we entered into an amendment to the FIC Agreement to reduce the amount that could be borrowed pursuant to the Promissory Notes from $250 million to $150 million. Under the FIC Agreement, we could re-borrow any amount repaid; however, there is no funding commitment between Feeder FIC and us.

The interest rate on amounts borrowed pursuant to the Promissory Notes, prior to February 23, 2022, was based on the lesser of the rate of interest for an ABR Loan or a Eurodollar Loan under the credit agreement dated as of April 15, 2021, as amended or supplemented from time to time, by and among the Adviser, as borrower, the several lenders from time to time party thereto, MUFG Union Bank, N.A., as Collateral Agent and MUFG Bank, Ltd., as Administrative Agent.

The interest rate on amounts borrowed pursuant to the Promissory Notes after February 23, 2022 was based on the lesser of the rate of interest for a SOFR Loan or an ABR Loan under the Credit Agreement dated as of December 7, 2021, as amended or supplemented from time to time, by and among Blue Owl Finance LLC, as Borrower, Blue Owl Capital Holdings LP and Blue Owl Capital Carry LP as Parent Guarantors, the Subsidiary Guarantors party thereto, Bank of America, N.A., as Syndication Agent, JPMorgan Chase Bank, N.A., Wells Fargo Bank, National Association and Sumitomo Mitsui Banking Corporation, as Co-Documentation Agents and MUFG Bank, Ltd., as Administrative Agent.

The unpaid principal balance of any Promissory Note and accrued interest thereon was payable by us from time to time at our discretion but immediately due and payable upon 120 days written notice by Feeder FIC, and in any event due

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and payable in full no later than February 28, 2023. We intend to use the borrowed funds to make investments in portfolio companies consistent with our investment strategies.

On June 22, 2022, we and Feeder FIC entered into a Termination Agreement (the “Termination Agreement”) pursuant to which the FIC Agreement was terminated. Upon execution of the Termination Agreement, there were no amounts outstanding under the FIC Agreement or the Promissory Notes.

Off-Balance Sheet Arrangements

Portfolio Company Commitments

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

Portfolio Company	Investment	June 30, 2023		December 31, 2022
($ in thousands)
AAM Series 2.1 Aviation Feeder, LLC	LLC Interest	$	4,343	$	7,239
AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC	LLC Interest	6,481		7,500
ABB/Con-cise Optical Group LLC	First lien senior secured revolving loan	—		5
AmeriLife Holdings LLC	First lien senior secured delayed draw term loan	606		607
AmeriLife Holdings LLC	First lien senior secured revolving loan	758		909
Anaplan, Inc.	First lien senior secured revolving loan	1,944		1,944
Apex Service Partners, LLC	First lien senior secured revolving loan	49		19
Aramsco, Inc.	First lien senior secured delayed draw term loan	171		—
Aramsco, Inc.	First lien senior secured revolving loan	471		—
Ascend Buyer, LLC (dba PPC Flexible Packaging)	First lien senior secured revolving loan	5,106		5,105
Associations, Inc.	First lien senior secured delayed draw term loan	113		300
Associations, Inc.	First lien senior secured revolving loan	5,315		5,315
Avalara, Inc.	First lien senior secured revolving loan	2,727		2,727
Adenza Group, Inc.	First lien senior secured delayed draw term loan	1,834		1,834
Adenza Group, Inc.	First lien senior secured revolving loan	4,003		4,003
Bayshore Intermediate #2, L.P. (dba Boomi)	First lien senior secured revolving loan	1,274		1,061
BCPE Osprey Buyer, Inc. (dba PartsSource)	First lien senior secured delayed draw term loan	13,340		13,340
BCPE Osprey Buyer, Inc. (dba PartsSource)	First lien senior secured revolving loan	3,513		5,645

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Portfolio Company	Investment	June 30, 2023	December 31, 2022
BCTO BSI Buyer, Inc. (dba Buildertrend)	First lien senior secured revolving loan	1,527	1,527
Belmont Buyer, Inc. (dba Valenz)	First lien senior secured delayed draw term loan	872	—
Belmont Buyer, Inc. (dba Valenz)	First lien senior secured revolving loan	389	—
BP Veraison Buyer, LLC (dba Sun World)	First lien senior secured delayed draw term loan	—	14,865
BP Veraison Buyer, LLC (dba Sun World)	First lien senior secured revolving loan	4,459	4,459
BradyIFS Holdings, LLC (fka Individual Foodservice Holdings, LLC)	First lien senior secured revolving loan	2,234	2,498
Brightway Holdings, LLC	First lien senior secured revolving loan	1,053	2,105
CivicPlus, LLC	First lien senior secured revolving loan	848	1,035
Coupa Holdings, LLC	First lien senior secured delayed draw term loan	70	—
Coupa Holdings, LLC	First lien senior secured revolving loan	54	—
Denali Buyerco, LLC (dba Summit Companies)	First lien senior secured delayed draw term loan	—	3,486
Denali Buyerco, LLC (dba Summit Companies)	First lien senior secured revolving loan	6,080	6,080
Diamondback Acquisition, Inc. (dba Sphera)	First lien senior secured delayed draw term loan	9,553	9,553
EET Buyer, Inc. (dba e-Emphasys)	First lien senior secured revolving loan	1,955	1,955
Entertainment Benefits Group, LLC	First lien senior secured revolving loan	111	44
EOS U.S. Finco LLC	First lien senior secured loan	1,280	—
Evolution BuyerCo, Inc. (dba SIAA)	First lien senior secured revolving loan	2,230	2,230
Forescout Technologies, Inc.	First lien senior secured delayed draw term loan	9,750	9,750
Forescout Technologies, Inc.	First lien senior secured revolving loan	2,288	2,288
Fortis Solutions Group, LLC	First lien senior secured delayed draw term loan	—	89
Fortis Solutions Group, LLC	First lien senior secured revolving loan	2,729	2,729
Gainsight, Inc.	First lien senior secured revolving loan	249	872
Gaylord Chemical Company, L.L.C.	First lien senior secured revolving loan	3,973	3,973
GI Ranger Intermediate, LLC (dba Rectangle Health)	First lien senior secured revolving loan	1,004	1,506

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Portfolio Company	Investment	June 30, 2023	December 31, 2022
Global Music Rights, LLC	First lien senior secured revolving loan	7,500	7,500
Catalis Intermediate, Inc. (fka GovBrands Intermediate, Inc.)	First lien senior secured delayed draw term loan	870	870
Catalis Intermediate, Inc. (fka GovBrands Intermediate, Inc.)	First lien senior secured revolving loan	88	88
Granicus, Inc.	First lien senior secured revolving loan	819	789
Hercules Borrower LLC (dba The Vincit Group)	First lien senior secured delayed draw term loan	1,288	1,790
Hercules Borrower LLC (dba The Vincit Group)	First lien senior secured revolving loan	3,839	3,839
Hissho Sushi Merger Sub LLC	First lien senior secured revolving loan	65	56
Ideal Image Development, LLC	First lien senior secured delayed draw term loan	—	976
Ideal Image Development, LLC	First lien senior secured revolving loan	—	1,220
IG Investments Holdings, LLC (dba Insight Global)	First lien senior secured revolving loan	5,419	3,251
Indigo Buyer, Inc. (dba Inovar Packaging Group)	First lien senior secured delayed draw term loan	—	250
Indigo Buyer, Inc. (dba Inovar Packaging Group)	First lien senior secured revolving loan	83	83
Intelerad Medical Systems Incorporated	First lien senior secured revolving loan	1,706	—
Ocala Bidco, Inc.	First lien senior secured delayed draw term loan	5,399	5,399
Interoperability Bidco, Inc. (dba Lyniate)	First lien senior secured revolving loan	263	109
Kaseya Inc.	First lien senior secured delayed draw term loan	456	486
Kaseya Inc.	First lien senior secured revolving loan	365	486
KBP Brands, LLC	First lien senior secured delayed draw term loan	14	14
Lignetics Investment Corp.	First lien senior secured delayed draw term loan	—	6,373
Lignetics Investment Corp.	First lien senior secured revolving loan	255	3,059
Mario Purchaser, LLC (dba Len the Plumber)	First lien senior secured delayed draw term loan	1,492	1,952
Mario Purchaser, LLC (dba Len the Plumber)	First lien senior secured revolving loan	552	552
Medline Borrower, LP	First lien senior secured revolving loan	1,847	1,847
MHE Intermediate Holdings, LLC (dba OnPoint Group)	First lien senior secured revolving loan	2,643	3,071

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Portfolio Company	Investment	June 30, 2023	December 31, 2022
Milan Laser Holdings LLC	First lien senior secured revolving loan	3,529	3,529
Ministry Brands Holdings, LLC	First lien senior secured delayed draw term loan	2,937	3,362
Ministry Brands Holdings, LLC	First lien senior secured revolving loan	639	504
National Dentex Labs LLC (fka Barracuda Dental LLC)	First lien senior secured revolving loan	312	28
Natural Partners, LLC	First lien senior secured revolving loan	170	170
NMI Acquisitionco, Inc. (dba Network Merchants)	First lien senior secured delayed draw term loan	1,039	1,039
NMI Acquisitionco, Inc. (dba Network Merchants)	First lien senior secured revolving loan	558	558
Notorious Topco, LLC (dba Beauty Industry Group)	First lien senior secured delayed draw term loan	3,521	3,521
Notorious Topco, LLC (dba Beauty Industry Group)	First lien senior secured revolving loan	4,930	4,401
OB Hospitalist Group, Inc.	First lien senior secured revolving loan	3,837	4,476
Pacific BidCo Inc.	First lien senior secured delayed draw term loan	1,145	1,145
Patriot Acquisition TopCo S.A.R.L (dba Corza Health, Inc.)	First lien senior secured revolving loan	2,654	2,086
PCF Holdco, LLC (dba PCF Insurance Services)	Series A Preferred Units	1,519	—
Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services)	First lien senior secured revolving loan	1,552	1,552
Plasma Buyer LLC (dba Pathgroup)	First lien senior secured delayed draw term loan	176	176
Plasma Buyer LLC (dba Pathgroup)	First lien senior secured revolving loan	76	76
Pluralsight, LLC	First lien senior secured revolving loan	647	647
PPV Intermediate Holdings, LLC	First lien senior secured delayed draw term loan	—	3,297
PPV Intermediate Holdings, LLC	First lien senior secured revolving loan	2,014	1,470
QAD Inc.	First lien senior secured revolving loan	6,000	6,000
Quva Pharma, Inc.	First lien senior secured revolving loan	638	615
Relativity ODA LLC	First lien senior secured revolving loan	1,480	1,480
RL Datix Holdings (USA), Inc.	First lien senior secured revolving loan	1,332	—
Sailpoint Technologies Holdings, Inc.	First lien senior secured revolving loan	2,179	2,179

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Portfolio Company	Investment	June 30, 2023	December 31, 2022
Securonix, Inc.	First lien senior secured revolving loan	153	153
Sensor Technology Topco, Inc. (dba Humanetics)	First lien senior secured revolving loan	1,269	—
Simplisafe Holding Corporation	First lien senior secured delayed draw term loan	257	257
Smarsh Inc.	First lien senior secured delayed draw term loan	95	95
Smarsh Inc.	First lien senior secured revolving loan	8	48
Sonny's Enterprises, LLC	First lien senior secured revolving loan	—	3,944
Sonny's Enterprises, LLC	First lien senior secured delayed draw term loan	642	—
Sonny's Enterprises, LLC	First lien senior secured revolving loan	4,510	—
Spotless Brands, LLC	First lien senior secured revolving loan	1,305	1,305
SWK BUYER, Inc. (dba Stonewall Kitchen)	First lien senior secured delayed draw term loan	—	175
SWK BUYER, Inc. (dba Stonewall Kitchen)	First lien senior secured revolving loan	5	46
Tahoe Finco, LLC	First lien senior secured revolving loan	6,279	6,279
Tamarack Intermediate, L.L.C. (dba Verisk 3E)	First lien senior secured revolving loan	94	92
TC Holdings, LLC (dba TrialCard)	First lien senior secured revolving loan	268	268
TEMPO BUYER CORP. (dba Global Claims Services)	First lien senior secured delayed draw term loan	10,317	10,317
TEMPO BUYER CORP. (dba Global Claims Services)	First lien senior secured revolving loan	3,198	4,746
Circana Group, L.P. (fka The NPD Group, L.P.)	First lien senior secured revolving loan	1,389	1,329
The Shade Store, LLC	First lien senior secured revolving loan	2,836	4,255
Thunder Purchaser, Inc. (dba Vector Solutions)	First lien senior secured delayed draw term loan	3,919	3,919
Thunder Purchaser, Inc. (dba Vector Solutions)	First lien senior secured revolving loan	337	1,409
Troon Golf, L.L.C.	First lien senior secured revolving loan	5,405	5,405
Ultimate Baked Goods Midco, LLC	First lien senior secured revolving loan	2,000	1,475
Unified Women's Healthcare, LP	First lien senior secured delayed draw term loan	4	33
Unified Women's Healthcare, LP	First lien senior secured revolving loan	88	88

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Portfolio Company	Investment	June 30, 2023		December 31, 2022
USRP Holdings, Inc. (dba U.S. Retirement and Benefits Partners)	First lien senior secured revolving loan	1,096		1,096
Velocity HoldCo III Inc. (dba VelocityEHS)	First lien senior secured revolving loan	123		294
Walker Edison Furniture Company LLC	First lien senior secured delayed draw term loan	667		—
When I Work, Inc.	First lien senior secured revolving loan	4,164		4,164
Zendesk, Inc.	First lien senior secured delayed draw term loan	5,857		5,857
Zendesk, Inc.	First lien senior secured revolving loan	2,412		2,412
Total Unfunded Portfolio Company Commitments		$	241,300	$	274,429

We seek to carefully consider our unfunded portfolio company commitments for the purpose of planning our ongoing financial leverage. Further, we consider any outstanding unfunded portfolio company commitments we are required to fund within the 150% asset coverage limitation. As of June 30, 2023, we believed we had adequate financial resources to satisfy the unfunded portfolio company commitments.

Investor Commitments

In the Private Offering, we solicited approximately $1.8 billion in total Capital Commitments from investors, of which $62.4 million is from entities affiliated with or related to the Adviser. As of June 16, 2022, all Capital Commitments had been drawn.

Other Commitments and Contingencies

From time to time, we may become a party to certain legal proceedings incidental to the normal course of our business. At June 30, 2023, we were not aware of any material pending or threatened litigation that would require accounting recognition or financial statement disclosure.

Contractual Obligations

A summary of our contractual payment obligations under our credit facilities as of June 30, 2023 is as follows:

	Payments Due by Period
($ in millions)	Total		Less than 1 year		1-3 years		3-5 years		After 5 years
Revolving Credit Facility	$	66.1	$	—	$	—	$	66.1	$	—
SPV Asset Facility I	500.0		—		500.0		—		—
SPV Asset Facility II	320.0		—		—		320.0		—
2027 Notes	325.0		—		—		325.0		—
July 2025 Notes	142.0		—		142.0		—		—
July 2027 Notes	250.0		—		—		250.0		—
Series 2023A Notes	100.0		—		—		100.0		—
Total Contractual Obligations	$	1,703.1	$	—	$	642.0	$	1,061.1	$	—

Related-Party Transactions

We have entered into a number of business relationships with affiliated or related parties, including the following:

•the Investment Advisory Agreement;

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•the Administration Agreement;

•the Dealer Manager Agreement;

•the Placement Agent Agreement; and

•the License Agreement.

In addition to the aforementioned agreements, we rely on exemptive relief that has been granted to OCA and certain of its affiliates to permit us to co-invest with other funds managed by the Adviser or its affiliates in a manner consistent with our investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors. See “ITEM 1. – Notes to Consolidated Financial Statements – Note 3. Agreements and Related Party Transactions” for further details.

We invest in Amergin AssetCo, Fifth Season and LSI Financing, affiliated investments as defined in the 1940 Act. See “ITEM 1. – Notes to Consolidated Financial Statements – Note 3. Agreements and Related Party Transactions” for further details.

Critical Accounting Policies

The preparation of the consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets, and any other parameters used in determining such estimates could cause actual results to differ. Our critical accounting policies should be read in connection with our risk factors as described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and in Quarterly Report on Form 10-Q for the fiscal quarter ended March 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 was adopted by the SEC in January 2021 and establishes requirements for determining fair value in good faith for purposes of the 1940 Act. The Company complied with the mandatory provisions of Rule 2a-5 by the September 2022 compliance date. Additionally, commencing with the fourth quarter of 2022, pursuant to Rule 2a-5, the Board designated the Adviser as the Company's valuation designee to perform fair value determinations relating to the value of assets held by the Company for which market quotations are not readily available.

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

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

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

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

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

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

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

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

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

We conduct this valuation process on a quarterly basis.

We apply 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) review pricing support provided by dealers or pricing services in order to determine if observable market information is being used, versus unobservable inputs.

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

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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 was adopted by the SEC in December 2020, and 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. The Company does not currently use derivatives and, as a result, qualifies as a limited derivatives user and expects to continue to do so. The Company adopted a derivatives policy by Rule 18f-4’s August 2022 compliance date, and complies with the recordkeeping requirements.

Interest and Dividend Income Recognition

Interest income is recorded on the accrual basis and includes amortization and accretion of premiums or discounts. Certain investments may have contractual payment-in-kind (“PIK”) interest or dividends. PIK interest or dividends represent accrued interest or dividends that are added to the principal amount of the investment on the respective interest or dividend payment dates rather than being paid in cash and generally becomes due at maturity or at the occurrence of a liquidation event. Discounts and premiums to par value on securities purchased are amortized into interest income over the contractual life of the respective security using the effective yield method. The amortized cost of investments represents the original cost adjusted for the amortization or accretion of premiums or discounts, if any. Upon prepayment of a loan or debt security, any prepayment premiums, unamortized upfront loan origination fees and unamortized discounts are recorded as interest income in the current period.

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

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

Distributions

We have elected to be treated for U.S. federal income tax purposes, and intend to qualify annually thereafter, as a RIC under Subchapter M of the Code. To obtain and maintain our tax treatment as a RIC, we must distribute (or be deemed to distribute) in each taxable year distribution for tax purposes equal to at least 90 percent of the sum of our:

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

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

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

We intend to distribute annually all or substantially all of such income. To the extent that we retain our net capital gains or any investment company taxable income, we generally will be subject to U.S. federal income tax at corporate

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rates. We can be expected to carry forward our net capital gains or any investment company taxable income in excess of current year dividend distributions, and pay the U.S. federal excise tax as described below.

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

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

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

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

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

We intend to pay quarterly distributions to our shareholders out of assets legally available for distribution. All distributions will be paid at the discretion of our Board and will depend on our earnings, financial condition, maintenance of our tax treatment as a RIC, compliance with applicable BDC regulations and such other factors as our Board may deem relevant from time to time.

To the extent our current taxable earnings for a year fall below the total amount of our distributions for that year, a portion of those distributions may be deemed a return of capital to our shareholders for U.S. federal income tax purposes. Thus, the source of a distribution to our shareholders may be the original capital invested by the shareholder rather than our income or gains. Shareholders should read written disclosure carefully and should not assume that the source of any distribution is our ordinary income or gains.

We have adopted an “opt out” dividend reinvestment plan for our common shareholders. As a result, if we declare a cash dividend or other distribution, each shareholder that has not “opted out” of our dividend reinvestment plan will have their dividends or distributions automatically reinvested in additional shares of our common stock rather than receiving cash distributions. Shareholders who receive distributions in the form of shares of common stock will be subject to the same U.S. federal, state and local tax consequences as if they received cash distributions.

Income Taxes

We have elected to be treated as a BDC under the 1940 Act. We also have elected to be treated as a RIC under the Code beginning with the taxable year ending December 31, 2020 and intend to continue to qualify annually thereafter as a RIC. So long as we maintain our tax treatment as a RIC, we generally will not pay U.S. federal income taxes at corporate rates on any ordinary income or capital gains that we distribute at least annually to our shareholders as distributions. Rather, any tax liability related to income earned and distributed by us represents obligations of our investors and will not be reflected in our consolidated financial statements.

To qualify as a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements. In addition, to qualify for RIC tax treatment, we must distribute to our shareholders, for each taxable year, at least 90% of our “investment company taxable income” for that year, which is generally our ordinary income plus the excess of our realized net short-term capital gains over our realized net long-term capital losses. In order for us to not be subject to U.S. federal excise taxes, we must distribute annually an amount at least equal to the sum of (i) 98% of our net ordinary income (taking into account certain deferrals and elections) for the calendar year, (ii) 98.2% of our capital gains in excess of capital losses for the one-year period ending on October 31 of the calendar year and (iii) any net ordinary income and capital gains in excess of capital losses for preceding years that were not distributed during such years. We, at our discretion, may carry forward taxable income in excess of calendar year dividends and pay a 4% nondeductible U.S. federal excise tax on this income.

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

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not limited to, on-going analyses of tax laws, regulations and interpretations thereof. There were no material uncertain tax positions through December 31, 2022. As applicable, our prior three tax years remain subject to examination by U.S. federal, state and local tax authorities.

Recent Developments

Articles of Amendment

We were formerly known as “Owl Rock Capital Corporation III.” On June 22, 2023, we filed Articles of Amendment in the state of Maryland to formally change our name to “Blue Owl Capital Corporation III.” Our new name took effect on July 6, 2023.

Dividend

On August 8, 2023, the Board declared a distribution of 90% of estimated third quarter taxable income and net capital gains, if any, for shareholders of record on September 29, 2023, payable on or before November 15, 2023.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

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

Valuation Risk

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

Interest Rate Risk

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

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

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

As of June 30, 2023, 98.1% of our debt investments based on fair value 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, SPV Asset Facility I, and SPV Asset Facility II bear interest at variable interest rates with interest rate floors of 0.0%. The 2027 Notes, July 2025 Notes and July 2027 Notes bear interest at a fixed rate.

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Based on our Consolidated Statements of Assets and Liabilities as of June 30, 2023, the following table shows the annualized impact on net income of hypothetical base rate changes in interest rates on our debt investments (considering interest rate floors for floating rate instruments) assuming each floating rate investment is subject to a 3-month reference rate election and there are no changes in our investment and borrowing structure:

($ in thousands)	Interest Income		Interest Expense		Net Income
Up 300 basis points	$	96,425	$	26,583	$	69,842
Up 200 basis points	$	64,284	$	17,722	$	46,562
Up 100 basis points	$	32,142	$	8,861	$	23,281
Down 100 basis points	$	(32,142)	$	(8,861)	$	(23,281)
Down 200 basis points	$	(64,284)	$	(17,722)	$	(46,562)
Down 300 basis points	$	(96,425)	$	(26,583)	$	(69,842)

We may in the future hedge against interest rate fluctuations by using hedging instruments such as interest rate swaps, futures, options, and forward contracts. While hedging activities may mitigate our exposure to adverse fluctuations in interest rates, certain hedging transactions 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.

We have material contracts that are indexed to USD-LIBOR and are monitoring this activity, evaluating the related risks and our exposure, and adding alternative language to contracts, where necessary. Certain contracts have an orderly market transition already in process. However, it is not possible to predict the effect of any of these developments, and any future initiatives to regulate, reform or change the manner of administration of LIBOR could result in adverse consequences to the rate of interest payable and receivable on, market value of and market liquidity for LIBOR-based financial instruments.

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 June 30, 2023 and December 31, 2022, 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 has tightened in response. Persistent inflationary pressures could affect our portfolio companies profit margins.

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Item 4. Controls and Procedures.

(a)    Evaluation of Disclosure Controls and Procedures

In accordance with Rules 13a-15(b) and 15d-15(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q and determined that our disclosure controls and procedures are effective as of the end of the period covered by the Quarterly Report on Form 10-Q.

(b)     Changes in Internal Controls Over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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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, 2022 and our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2023, which could materially affect our business, financial condition and/or operating results. The risks described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2023 are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition and/or operating results.

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

Other than the shares issued pursuant to our dividend reinvestment plan, we did not sell any unregistered equity securities, except as previously disclosed in certain 8-Ks filed with the SEC.

On May 15, 2023, pursuant to our dividend reinvestment plan, we issued 809,043 shares of our common stock, at a price of $15.20 per share, to stockholders of record as of March 31, 2023 that did not opt out of our dividend reinvestment plan in order to satisfy the reinvestment portion of our dividends. This issuance was not subject to the registration requirements of the Securities Act.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

Articles of Amendment

Effective as of July 6, 2023, the Company amended its charter to change the Company's name from Owl Rock Capital Corporation III to Blue Owl Capital Corporation III. The Company effected the name change by filing Articles of Amendment (the "Amendment") with the State Department of Assessments and Taxation of Maryland.

A copy of our Articles of Amendment and Restatement, as further amended by the Amendment, is filed as Exhibit 3.1 to this report.

Rule 10b5-1 Trading Plans

During the fiscal quarter ended June 30, 2023, 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

Exhibit Number	Description of Exhibits
3.1*	Articles of Amendment and Restatement, dated March 23, 2020, as amended through June 22, 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	Second Supplement to Master Note Purchase Agreement, dated June 29, 2023 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on June 30, 2023).
10.2	License Agreement, dated as of July 6, 2023, between Blue Owl Capital Corporation III and Blue Owl Capital Holdings LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on July 6, 2023).
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.
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________________

* Filed herein.

**Furnished herein.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

		Blue Owl Capital Corporation III
Date: August 10, 2023	By:	/s/ Craig W. Packer
		Craig W. Packer
		Chief Executive Officer

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		Blue Owl Capital Corporation III
Date: August 10, 2023	By:	/s/ Bryan Cole
		Bryan Cole
		Chief Financial Officer and Chief Operating Officer

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