obdc-20230630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

________________________________________________________________________________________________

FORM 10-Q

________________________________________________________________________________________________

(Mark One)

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

For the quarterly period ended June 30, 2023

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

For the transition period from_______to

Commission File Number: 814-01219

________________________________________________________________________________________________

BLUE OWL CAPITAL CORPORATION II

(Exact Name of Registrant as Specified in its Charter)

________________________________________________________________________________________________


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

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

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

________________________________________________________________________________________________

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

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

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

Large accelerated filer

Accelerated filer

Non-accelerated filer

Small reporting company

Emerging growth company

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

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

As of August 10, 2023, the registrant had 142,890,035 shares of common stock, $0.01 par value per share, outstanding.

Table of Contents


		Page
PART I.	CONSOLIDATED FINANCIAL INFORMATION
Item 1.	Consolidated Financial Statements	2
	Consolidated Statements of Assets and Liabilities as of June 3 0 , 2023 (Unaudited) and December 31, 2022	2
	Consolidated Statements of Operations for the Three and Six Months Ended June 3 0 , 2023 and 2022 (Unaudited)	3
	Consolidated Schedules of Investments as of June 3 0 , 2023 (Unaudited) and December 31, 2022	4
	Consolidated Statements of Changes in Net Assets for the Three and Six Months Ended June 3 0 , 2023 and 2022 (Unaudited)	36
	Consolidated Statements of Cash Flows for the Six Months Ended June 3 0 , 2023 and 2022 (Unaudited)	37
	Notes to Consolidated Financial Statements (Unaudited)	38
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	72
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	110
Item 4.	Controls and Procedures	111
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	111
Item 1A.	Risk Factors	111
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	112
Item 3.	Defaults Upon Senior Securities	113
Item 4.	Mine Safety Disclosures	113
Item 5.	Other Information	113
Item 6.	Exhibits	114
	Signatures	115

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements that involve substantial risks and uncertainties. Such statements involve known and unknown risks, uncertainties and other factors and undue reliance should not be placed thereon. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about Blue Owl Capital Corporation II (the “Company,” “we” or “our”), our current and prospective portfolio investments, our industry, our beliefs and opinions, and our assumptions. Words such as “anticipates,” “expects,” “intends,” “plans,” “will,” “may,” “continue,” “believes,” “seeks,” “estimates,” “would,” “could,” “should,” “targets,” “projects,” “outlook,” “potential,” “predicts” and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including without limitation:

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

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

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

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

•the impact of 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;

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

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

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

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

•the effect of legal, tax and regulatory changes;

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

•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, and various markets for commodities globally such as oil and natural gas; and

•other risks, uncertainties and other factors previously identified in the reports and other documents we have filed with the Securities and Exchange Commission (“SEC”).

Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be 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”).

Item 1. Consolidated Financial Statements.

Blue Owl Capital Corporation II

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 $2,116,636 and $2,255,113 respectively)	$	2,117,893	$	2,239,445
Non-controlled, affiliated investments (amortized cost of $24,988 and $13,839, respectively)	30,933		20,047
Total investments at fair value (amortized cost of $2,141,624 and $2,268,952, respectively)	2,148,826		2,259,492
Cash	47,345		44,219
Foreign cash (cost of $616 and $3,020, respectively)	629		3,056
Interest and dividend receivable	19,585		18,769


Prepaid expenses and other assets	1,445		914
Total Assets	$	2,217,830	$	2,326,450
Liabilities
Debt (net of deferred unamortized debt issuance costs of $5,248 and $3,550, respectively)	$	898,975	$	996,673
Payables to affiliates	23,039		16,827

Accrued expenses and other liabilities	22,355		16,689
Total Liabilities	944,369		1,030,189
Commitments and contingencies (Note 7)
Net Assets
Common shares $0.01 par value, 450,000,000 shares authorized; 142,402,668 and 146,505,284 shares issued and outstanding, respectively	1,424		1,465
Additional paid-in-capital	1,274,908		1,311,619
Accumulated undistributed (overdistributed) earnings	(2,871)		(16,823)
Total Net Assets	1,273,461		1,296,261
Total Liabilities and Net Assets	$	2,217,830	$	2,326,450
Net Asset Value Per Share	$	8.94	$	8.85

______________

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

Blue Owl Capital Corporation II

Consolidated Statements of Operations

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

(Unaudited)


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2023		2022		2023		2022
Investment Income
Investment income from non-controlled, non-affiliated investments:
Interest income	$	55,470	$	41,099	$	110,675	$	81,962
Payment-in-kind interest income	7,420		5,037		14,461		9,074
Dividend income	3,540		2,441		7,524		4,976
Other income	926		602		1,390		1,342
Total investment income from non-controlled, non-affiliated investments	67,356		49,179		134,050		97,354
Investment income from non-controlled, affiliated investments:
Interest income	272		193		532		377
Dividend income	110		827		331		827
Other Income	20		20		68		40
Total investment income from non-controlled, affiliated investments	402		1,040		931		1,244
Total Investment Income	67,758		50,219		134,981		98,598
Operating Expenses

Interest expense	15,414		11,129		31,348		21,386
Management fee	8,303		8,840		16,807		17,924
Performance based incentive fees	7,154		4,805		14,100		8,162
Professional fees	1,256		1,300		2,524		2,693
Directors' fees	195		287		390		601
Other general and administrative	720		869		1,487		1,590
Total Operating Expenses	33,042		27,230		66,656		52,356


Recoupment of expense support (Note 3)	5,794		—		11,651		—
Net Operating Expenses	38,836		27,230		78,307		52,356
Net Investment Income (Loss) Before Taxes	28,922		22,989		56,674		46,242
Income tax expense (benefit), including excise tax expense (benefit)	991		336		1,855		605
Net Investment Income (Loss)	$	27,931	$	22,653	$	54,819	$	45,637
Net Realized and Change in Unrealized Gain (Loss)
Net change in unrealized gain (loss):
Non-controlled, non-affiliated investments	$	3,440	$	(35,155)	$	14,454	$	(47,447)
Non-controlled, affiliated investments	(306)		2,085		(262)		2,077
Income tax (provision) benefit	(803)		—		(897)		—
Translation of assets and liabilities in foreign currencies	1,226		(3,534)		2,447		(4,953)
Total Net Change in Unrealized Gain (Loss)	3,557		(36,604)		15,742		(50,323)
Net realized gain (loss):
Non-controlled, non-affiliated investments	4		(5)		(7,748)		790

Foreign currency transactions	(15)		(23)		(1)		(78)
Total Net Realized Gain (Loss)	(11)		(28)		(7,749)		712
Total Net Realized and Change in Unrealized Gain (Loss)	3,546		(36,632)		7,993		(49,611)
Net Increase (Decrease) in Net Assets Resulting from Operations	$	31,477	$	(13,979)	$	62,812	$	(3,974)
Earnings Per Share - Basic and Diluted	$	0.22	$	(0.09)	$	0.43	$	(0.03)
Weighted Average Shares Outstanding - Basic and Diluted	145,534,431		151,201,955		146,209,556		151,493,741

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

Blue Owl Capital Corporation II

Consolidated Schedule of Investments

As of June 30, 2023

(Amounts in thousands, except share amounts)

(Unaudited)


Company(1)(2)(3)(21)	Investment	Interest		Maturity Date	Par / Units		Amortized Cost(4)(29)		Fair Value		Percentage of Net Assets
Non-controlled/non-affiliated portfolio company investments
Debt Investments(5)
Advertising and media
Global Music Rights, LLC (15)(22)(23)	First lien senior secured loan	S +	5.75%	08/2028	$	923	$	909	$	923	0.1	%
Global Music Rights, LLC (22)(23)(32)(33)	First lien senior secured revolving loan	S +	5.75%	08/2027	—		(1)		—		—	%
					923		908		923		0.1	%
Aerospace and defense
Aviation Solutions Midco, LLC (dba STS Aviation) (14)(23)	First lien senior secured loan	S +	7.25%	01/2025	37,358		37,140		37,171		2.9	%
Peraton Corp. (15)(18)(23)	Second lien senior secured loan	S +	7.75%	02/2029	14,562		14,392		14,089		1.1	%
Valence Surface Technologies LLC (15)(22)(23)	First lien senior secured loan	S +	7.75% (3.88% PIK)	06/2025	33,045		32,872		26,436		2.1	%
Valence Surface Technologies LLC (15)(22)(23)(32)	First lien senior secured revolving loan	S +	7.75% (3.88% PIK)	06/2025	2,685		2,673		2,146		0.2	%
					87,650		87,077		79,842		6.3	%
Asset based lending and fund finance
Hg Genesis 8 Sumoco Limited (10)(20)(22)(23)	Unsecured facility	SA +	6.00% PIK	08/2025	6,555		6,792		6,555		0.5	%
Hg Genesis 9 SumoCo Limited (12)(20)(22)(23)	Unsecured facility	E +	7.00% PIK	03/2027	1,088		1,093		1,088		0.1	%
Hg Saturn Luchaco Limited (10)(20)(22)(23)	Unsecured facility	SA +	7.50% PIK	03/2026	26,754		28,490		26,486		2.1	%
					34,397		36,375		34,129		2.7	%
Buildings and real estate
Associations, Inc. (15)(23)	First lien senior secured loan	S +	6.50% (2.50% PIK)	07/2027	54,659		54,300		54,249		4.3	%
Associations, Inc. (15)(19)(22)(23)(32)	First lien senior secured delayed draw term loan	S +	6.50% (2.50% PIK)	06/2024	211		209		209		—	%
Associations, Inc. (22)(23)(32)(33)	First lien senior secured revolving loan	S +	6.50%	07/2027	—		(41)		(46)		—	%
REALPAGE, INC. (14)(18)(23)	Second lien senior secured loan	S +	6.50%	04/2029	6,500		6,423		6,278		0.5	%
					61,370		60,891		60,690		4.8	%
Business services
Access CIG, LLC (14)(23)	Second lien senior secured loan	S +	7.75%	02/2026	24,564		24,509		24,502		1.9	%
CIBT Global, Inc. (15)(22)(23)(28)	First lien senior secured loan	S +	5.25% (4.25% PIK)	05/2026	159		106		103		—	%
CIBT Global, Inc. (15)(22)(23)(28)	Second lien senior secured loan	S +	7.75% PIK	12/2026	11,237		4,717		1,068		0.1	%
Denali BuyerCo, LLC (dba Summit Companies) (7)(23)	First lien senior secured loan	L +	5.75%	09/2028	5,906		5,814		5,877		0.5	%
Denali BuyerCo, LLC (dba Summit Companies) (22)(23)(32)(33)	First lien senior secured revolving loan	L +	5.75%	09/2027	—		(1)		(1)		—	%
Diamondback Acquisition, Inc. (dba Sphera) (14)(22)(23)	First lien senior secured loan	S +	5.50%	09/2028	629		619		619		—	%
Diamondback Acquisition, Inc. (dba Sphera) (19)(22)(23)(32)(33)	First lien senior secured delayed draw term loan	S +	5.50%	09/2023	—		(1)		(1)		—	%
Entertainment Benefits Group, LLC (14)(22)(23)	First lien senior secured loan	S +	4.75%	05/2028	858		851		858		0.1	%
Entertainment Benefits Group, LLC (14)(22)(23)(32)	First lien senior secured revolving loan	S +	4.75%	04/2027	22		21		22		—	%
Gainsight, Inc. (7)(22)(23)	First lien senior secured loan	L +	6.75% PIK	07/2027	5,828		5,764		5,770		0.5	%
Gainsight, Inc. (14)(22)(23)(32)	First lien senior secured revolving loan	S +	6.75% PIK	07/2027	623		612		614		—	%

Blue Owl Capital Corporation II

Consolidated Schedule of Investments (continued)

As of June 30, 2023

(Amounts in thousands, except share amounts)

(Unaudited)


Company(1)(2)(3)(21)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(4)(29)	Fair Value	Percentage of Net Assets
Hercules Borrower, LLC (dba The Vincit Group) (15)(23)	First lien senior secured loan	S +	6.25%	12/2026	28,127	27,858	28,127	2.2	%
Hercules Borrower, LLC (dba The Vincit Group) (15)(22)(23)(32)	First lien senior secured revolving loan	S +	6.25%	12/2026	357	328	357	—	%
Hercules Buyer, LLC (dba The Vincit Group) (22)(23)(24)(25)	Unsecured notes		0.48% PIK	12/2029	825	825	922	0.1	%
Kaseya Inc. (14)(22)(23)	First lien senior secured loan	S +	6.25% (2.50% PIK)	06/2029	535	526	534	—	%
Kaseya Inc. (14)(19)(22)(23)(32)	First lien senior secured delayed draw term loan	S +	6.25% (2.50% PIK)	06/2024	2	2	2	—	%
Kaseya Inc. (14)(22)(23)(32)	First lien senior secured revolving loan	S +	6.25% (2.50% PIK)	06/2029	8	8	8	—	%
KPSKY Acquisition, Inc. (dba BluSky) (15)(22)(23)	First lien senior secured loan	S +	5.50%	10/2028	983	967	968	0.1	%
					80,663	73,525	70,349	5.5	%
Chemicals
Aruba Investments Holdings LLC (dba Angus Chemical Company) (6)(23)	Second lien senior secured loan	L +	7.75%	11/2028	22,500	22,250	19,800	1.6	%
Douglas Products and Packaging Company LLC (15)(22)(23)	First lien senior secured loan	S +	7.00%	06/2025	3,401	3,372	3,384	0.3	%
Douglas Products and Packaging Company LLC (9)(22)(23)(32)	First lien senior secured revolving loan	P +	6.00%	06/2025	45	41	43	0.0	%
Gaylord Chemical Company, L.L.C. (15)(23)	First lien senior secured loan	S +	6.00%	03/2027	27,099	26,914	27,099	2.1	%
Gaylord Chemical Company, L.L.C. (22)(23)(32)(33)	First lien senior secured revolving loan	S +	6.00%	03/2026	—	(14)	—	—	%
Velocity HoldCo III Inc. (dba VelocityEHS) (15)(22)(23)	First lien senior secured loan	S +	5.75%	04/2027	6,009	5,916	6,009	0.5	%
Velocity HoldCo III Inc. (dba VelocityEHS) (14)(22)(23)(32)	First lien senior secured revolving loan	S +	5.75%	04/2026	245	241	245	—	%
					59,299	58,720	56,580	4.5	%
Consumer products
Conair Holdings LLC (7)(23)	Second lien senior secured loan	L +	7.50%	05/2029	45,000	44,414	42,300	3.3	%
Feradyne Outdoors, LLC (15)(22)(23)	First lien senior secured loan	S +	6.25%	05/2026	640	640	605	—	%
Foundation Consumer Brands, LLC (15)(22)(23)	First lien senior secured loan	S +	6.25%	02/2027	3,335	3,260	3,335	0.3	%
Lignetics Investment Corp. (15)(23)	First lien senior secured loan	S +	6.00%	11/2027	10,879	10,775	10,743	0.8	%
Lignetics Investment Corp. (16)(22)(23)(32)	First lien senior secured revolving loan	S +	6.00%	10/2026	1,422	1,409	1,403	0.1	%
SWK BUYER, Inc. (dba Stonewall Kitchen) (16)(22)(23)	First lien senior secured loan	S +	5.25%	03/2029	747	734	717	0.1	%
SWK BUYER, Inc. (dba Stonewall Kitchen) (16)(22)(23)(32)	First lien senior secured revolving loan	S +	5.25%	03/2029	65	64	62	—	%
WU Holdco, Inc. (dba Weiman Products, LLC) (15)(23)	First lien senior secured loan	S +	5.50%	03/2026	46,026	45,573	44,531	3.4	%
WU Holdco, Inc. (dba Weiman Products, LLC) (15)(22)(23)(32)	First lien senior secured revolving loan	S +	5.50%	03/2025	2,043	2,007	1,928	0.2	%
					110,157	108,876	105,624	8.2	%
Containers and packaging
Ascend Buyer, LLC (dba PPC Flexible Packaging) (15)(22)(23)	First lien senior secured loan	S +	6.40%	10/2028	761	755	761	0.1	%
Ascend Buyer, LLC (dba PPC Flexible Packaging) (22)(23)(32)(33)	First lien senior secured revolving loan	S +	6.40%	09/2027	—	(1)	—	—	%
Fortis Solutions Group, LLC (15)(22)(23)	First lien senior secured loan	S +	5.50%	10/2028	897	882	877	0.1	%
Fortis Solutions Group, LLC (15)(22)(23)(32)	First lien senior secured revolving loan	S +	5.50%	10/2027	12	11	10	—	%

Blue Owl Capital Corporation II

Consolidated Schedule of Investments (continued)

As of June 30, 2023

(Amounts in thousands, except share amounts)

(Unaudited)


Company(1)(2)(3)(21)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(4)(29)	Fair Value	Percentage of Net Assets
Indigo Buyer, Inc. (dba Inovar Packaging Group) (15)(22)(23)	First lien senior secured loan	S +	6.25%	05/2028	892	884	892	0.1	%
Indigo Buyer, Inc. (dba Inovar Packaging Group) (15)(22)(23)(32)	First lien senior secured revolving loan	S +	6.25%	05/2028	17	16	17	—	%
Pregis Topco LLC (6)(23)	Second lien senior secured loan	L +	7.06%	08/2029	30,000	29,585	29,897	2.3	%
					32,579	32,132	32,454	2.6	%
Distribution
ABB/Con-cise Optical Group LLC (15)(22)(23)	First lien senior secured loan	S +	7.50%	02/2028	848	838	829	0.1	%
Endries Acquisition, Inc. (14)(23)	First lien senior secured loan	S +	6.25%	12/2025	26,265	26,078	26,265	2.1	%
BradyIFS Holdings, LLC (fka Individual Foodservice Holdings, LLC) (15)(23)	First lien senior secured loan	S +	6.25%	11/2025	30,179	29,911	30,179	2.4	%
BradyIFS Holdings, LLC (fka Individual Foodservice Holdings, LLC) (15)(22)(23)(32)	First lien senior secured revolving loan	S +	6.25%	11/2024	478	451	478	—	%
Offen, Inc. (16)(23)	First lien senior secured loan	S +	5.00%	06/2026	4,667	4,645	4,667	0.4	%
					62,437	61,923	62,418	5.0	%
Education
Learning Care Group (US) No. 2 Inc. (7)(18)(23)	Second lien senior secured loan	L +	7.50%	03/2026	5,393	5,351	5,319	0.4	%
Pluralsight, LLC (15)(22)(23)	First lien senior secured loan	S +	8.00%	04/2027	20,640	20,489	20,331	1.6	%
Pluralsight, LLC (15)(22)(23)(32)	First lien senior secured revolving loan	S +	8.00%	04/2027	647	639	628	—	%
					26,680	26,479	26,278	2.0	%
Financial services
Adenza Group, Inc. (14)(23)	First lien senior secured loan	S +	5.75%	12/2027	42,801	42,445	42,801	3.4	%
Adenza Group, Inc. (19)(22)(23)(32)(33)	First lien senior secured delayed draw term loan	S +	5.75%	07/2023	—	(8)	—	—	%
Adenza Group, Inc. (22)(23)(32)(33)	First lien senior secured revolving loan	S +	5.75%	12/2025	—	(21)	—	—	%
Blackhawk Network Holdings, Inc. (7)(23)	Second lien senior secured loan	L +	7.00%	06/2026	18,777	18,707	18,730	1.5	%
Muine Gall, LLC (16)(20)(22)(23)	First lien senior secured loan	S +	7.00% PIK	09/2026	28,151	28,326	27,940	2.2	%
NMI Acquisitionco, Inc. (dba Network Merchants) (14)(23)	First lien senior secured loan	S +	5.75%	09/2025	3,291	3,278	3,266	0.3	%
NMI Acquisitionco, Inc. (dba Network Merchants) (14)(19)(22)(23)(32)	First lien senior secured delayed draw term loan	S +	5.75%	10/2023	778	770	773	0.1	%
NMI Acquisitionco, Inc. (dba Network Merchants) (22)(23)(32)(33)	First lien senior secured revolving loan	S +	5.75%	09/2025	—	(1)	(2)	—	%
Smarsh Inc. (16)(22)(23)	First lien senior secured loan	S +	6.50%	02/2029	762	755	758	0.1	%
Smarsh Inc. (16)(19)(22)(23)(32)	First lien senior secured delayed draw term loan	S +	6.50%	02/2024	95	94	95	—	%
Smarsh Inc. (22)(23)(32)	First lien senior secured revolving loan	S +	6.50%	02/2029	—	—	—	—	%
					94,655	94,345	94,361	7.6	%
Food and beverage
Balrog Acquisition, Inc. (dba Bakemark) (15)(22)(23)	Second lien senior secured loan	S +	7.00%	09/2029	5,000	4,965	4,950	0.4	%
The Better Being Co., LLC (fka Nutraceutical International Corporation) (14)(22)(23)	First lien senior secured loan	S +	7.50% (4.00% PIK)	09/2026	32,639	32,353	27,825	2.2	%
The Better Being Co., LLC (fka Nutraceutical International Corporation) (14)(22)(23)	First lien senior secured revolving loan	S +	7.50% (4.00% PIK)	09/2026	2,392	2,376	2,039	0.2	%

Blue Owl Capital Corporation II

Consolidated Schedule of Investments (continued)

As of June 30, 2023

(Amounts in thousands, except share amounts)

(Unaudited)


Company(1)(2)(3)(21)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(4)(29)	Fair Value	Percentage of Net Assets
BP Veraison Buyer, LLC (dba Sun World) (15)(23)	First lien senior secured loan	S +	5.50%	05/2027	14,303	14,180	14,231	1.1	%
BP Veraison Buyer, LLC (dba Sun World) (22)(23)(32)(33)	First lien senior secured revolving loan	S +	5.50%	05/2027	—	(15)	(9)	—	%
H-Food Holdings, LLC (8)(18)(23)	First lien senior secured loan	L +	4.00%	05/2025	1	1	1	—	%
H-Food Holdings, LLC (8)(23)	Second lien senior secured loan	L +	7.00%	03/2026	18,200	18,007	14,286	1.0	%
Hissho Sushi Merger Sub LLC (15)(22)(23)	First lien senior secured loan	S +	5.50%	05/2028	897	889	897	0.1	%
Hissho Sushi Merger Sub LLC (15)(22)(23)(32)	First lien senior secured revolving loan	S +	5.50%	05/2028	5	4	5	—	%
Hometown Food Company (6)(23)	First lien senior secured loan	L +	5.00%	08/2023	1,340	1,339	1,340	0.1	%
Hometown Food Company (22)(23)(32)	First lien senior secured revolving loan	L +	5.00%	08/2023	—	—	—	—	%
Innovation Ventures HoldCo, LLC (dba 5 Hour Energy) (14)(22)(23)	First lien senior secured loan	S +	6.25%	03/2027	1,000	985	983	0.1	%
Nellson Nutraceutical, LLC (15)(23)	First lien senior secured loan	S +	5.75%	12/2025	25,883	25,715	25,689	2.0	%
Sara Lee Frozen Bakery, LLC (fka KSLB Holdings, LLC) (15)(23)	First lien senior secured loan	S +	4.50%	07/2025	4,798	4,766	4,546	0.4	%
Sara Lee Frozen Bakery, LLC (fka KSLB Holdings, LLC) (15)(22)(23)(32)	First lien senior secured revolving loan	S +	4.50%	07/2025	700	700	648	0.1	%
Shearer's Foods, LLC (14)(23)	Second lien senior secured loan	S +	7.75%	09/2028	36,000	35,739	36,000	2.8	%
Ultimate Baked Goods Midco, LLC (14)(23)	First lien senior secured loan	S +	6.25%	08/2027	16,252	15,952	16,049	1.3	%
Ultimate Baked Goods Midco, LLC (22)(23)(32)(33)	First lien senior secured revolving loan	S +	6.25%	08/2027	—	(34)	(25)	—	%
					159,410	157,922	149,455	11.8	%
Healthcare equipment and services
Confluent Medical Technologies, Inc. (15)(22)(23)	Second lien senior secured loan	S +	6.50%	02/2030	1,000	983	983	0.1	%
CSC MKG Topco LLC (dba Medical Knowledge Group) (14)(22)(23)	First lien senior secured loan	S +	5.75%	02/2029	845	831	833	0.1	%
Nelipak Holding Company (15)(23)	First lien senior secured loan	S +	4.25%	07/2026	271	269	271	—	%
Nelipak Holding Company (14)(22)(23)(32)	First lien senior secured USD revolving loan	S +	4.25%	07/2024	144	140	144	—	%
Nelipak Holding Company (11)(22)(23)(32)	First lien senior secured EUR revolving loan	E +	4.50%	07/2024	209	192	209	—	%
Nelipak Holding Company (15)(23)	Second lien senior secured USD term loan	S +	8.25%	07/2027	7,994	7,922	7,994	0.6	%
Nelipak Holding Company (12)(22)(23)	Second lien senior secured EUR term loan	E +	8.50%	07/2027	7,823	7,953	7,784	0.6	%
Packaging Coordinators Midco, Inc. (7)(23)	Second lien senior secured loan	L +	7.00%	12/2029	37,269	36,676	35,965	2.8	%
Patriot Acquisition TopCo S.A.R.L (dba Corza Health, Inc.) (15)(20)(23)	First lien senior secured loan	S +	6.75%	01/2028	25,391	25,090	25,074	2.0	%
Patriot Acquisition TopCo S.A.R.L (dba Corza Health, Inc.) (20)(22)(23)(32)(33)	First lien senior secured revolving loan	S +	6.75%	01/2026	—	(28)	(33)	—	%
Rhea Parent, Inc. (15)(22)(23)	First lien senior secured loan	S +	5.75%	02/2029	766	753	758	0.1	%
					81,712	80,781	79,982	6.3	%
Healthcare providers and services
Diagnostic Services Holdings, Inc. (dba Rayus Radiology) (14)(22)(23)	First lien senior secured loan	S +	5.50%	03/2025	996	996	989	0.1	%
National Dentex Labs LLC (fka Barracuda Dental LLC) (15)(23)	First lien senior secured loan	S +	8.00% (3.00% PIK)	04/2026	19,637	19,478	19,146	1.5	%
National Dentex Labs LLC (fka Barracuda Dental LLC) (15)(22)(23)(32)	First lien senior secured revolving loan	S +	7.00%	04/2026	1,374	1,353	1,331	0.1	%

Blue Owl Capital Corporation II

Consolidated Schedule of Investments (continued)

As of June 30, 2023

(Amounts in thousands, except share amounts)

(Unaudited)


Company(1)(2)(3)(21)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(4)(29)	Fair Value	Percentage of Net Assets
Natural Partners, LLC (15)(20)(22)(23)	First lien senior secured loan	S +	6.00%	11/2027	920	905	910	0.1	%
Natural Partners, LLC (20)(22)(23)(32)(33)	First lien senior secured revolving loan	S +	6.00%	11/2027	—	(1)	(1)	—	%
OB Hospitalist Group, Inc. (15)(22)(23)	First lien senior secured loan	S +	5.50%	09/2027	18,308	18,032	17,988	1.4	%
OB Hospitalist Group, Inc. (15)(22)(23)(32)	First lien senior secured revolving loan	S +	5.50%	09/2027	1,290	1,248	1,238	0.1	%
Ex Vivo Parent Inc. (dba OB Hospitalist) (15)(22)(23)	First lien senior secured loan	S +	9.75% PIK	09/2028	11,997	11,814	11,697	0.9	%
Pacific BidCo Inc. (15)(20)(22)(23)	First lien senior secured loan	S +	5.75%	08/2029	1,718	1,679	1,692	0.1	%
Pacific BidCo Inc. (19)(20)(22)(23)(32)(33)	First lien senior secured delayed draw term loan	S +	5.75%	08/2025	—	(2)	—	—	%
Phoenix Newco, Inc. (dba Parexel) (14)(22)(23)	Second lien senior secured loan	S +	6.50%	11/2029	35,000	34,703	34,738	2.7	%
Plasma Buyer LLC (dba PathGroup) (15)(22)(23)	First lien senior secured loan	S +	5.75%	05/2029	676	664	659	0.1	%
Plasma Buyer LLC (dba PathGroup) (19)(22)(23)(32)(33)	First lien senior secured delayed draw term loan	S +	5.75%	05/2024	—	(1)	(3)	—	%
Plasma Buyer LLC (dba PathGroup) (22)(23)(32)(33)	First lien senior secured revolving loan	S +	5.75%	05/2028	—	(1)	(2)	—	%
Premier Imaging, LLC (dba LucidHealth) (14)(23)	First lien senior secured loan	S +	6.00%	01/2025	7,557	7,512	7,481	0.6	%
Quva Pharma, Inc. (14)(23)	First lien senior secured loan	S +	5.50%	04/2028	11,611	11,354	11,437	0.9	%
Quva Pharma, Inc. (14)(22)(23)(32)	First lien senior secured revolving loan	S +	5.50%	04/2026	544	524	526	—	%
Tivity Health, Inc. (15)(22)(23)	First lien senior secured loan	S +	6.00%	06/2029	993	969	985	0.1	%
Unified Women's Healthcare, LP (14)(22)(23)	First lien senior secured loan	S +	5.25%	06/2029	903	897	903	0.1	%
Unified Women's Healthcare, LP (19)(22)(23)(32)	First lien senior secured delayed draw term loan	S +	5.25%	06/2024	—	—	—	—	%
Unified Women's Healthcare, LP (22)(23)(32)(33)	First lien senior secured revolving loan	S +	5.25%	06/2029	—	(1)	—	—	%
Vermont Aus Pty Ltd (15)(20)(22)(23)	First lien senior secured loan	S +	5.50%	03/2028	988	967	973	0.1	%
					114,512	113,089	112,687	8.9	%
Healthcare technology
BCPE Osprey Buyer, Inc. (dba PartsSource) (7)(22)(23)	First lien senior secured loan	L +	5.75%	08/2028	594	587	584	—	%
BCPE Osprey Buyer, Inc. (dba PartsSource) (19)(22)(23)(32)(33)	First lien senior secured delayed draw term loan	L +	5.75%	08/2023	—	(2)	(2)	—	%
BCPE Osprey Buyer, Inc. (dba PartsSource) (7)(22)(23)(32)	First lien senior secured revolving loan	L +	5.75%	08/2026	20	19	19	—	%
GI Ranger Intermediate, LLC (dba Rectangle Health) (15)(22)(23)	First lien senior secured loan	S +	5.75%	10/2028	912	898	896	0.1	%
GI Ranger Intermediate, LLC (dba Rectangle Health) (15)(22)(23)(32)	First lien senior secured revolving loan	S +	5.75%	10/2027	29	28	28	—	%
Imprivata, Inc. (14)(22)(23)	Second lien senior secured loan	S +	6.25%	12/2028	882	874	869	0.1	%
Intelerad Medical Systems Incorporated (fka 11849573 Canada Inc.) (15)(20)(23)	First lien senior secured loan	S +	6.50%	08/2026	39,066	38,776	38,578	3.0	%
Intelerad Medical Systems Incorporated (fka 11849573 Canada Inc.) (15)(20)(22)(23)(32)	First lien senior secured revolving loan	S +	6.50%	08/2026	1,190	1,164	1,156	0.1	%

Blue Owl Capital Corporation II

Consolidated Schedule of Investments (continued)

As of June 30, 2023

(Amounts in thousands, except share amounts)

(Unaudited)


Company(1)(2)(3)(21)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(4)(29)	Fair Value	Percentage of Net Assets
Interoperability Bidco, Inc. (dba Lyniate) (15)(22)(23)	First lien senior secured loan	S +	7.00%	12/2026	14,168	14,099	14,027	1.1	%
Interoperability Bidco, Inc. (dba Lyniate) (15)(22)(23)(32)	First lien senior secured revolving loan	S +	7.00%	12/2024	339	330	327	—	%
Ocala Bidco, Inc. (7)(23)	First lien senior secured loan	L +	6.25% (2.75% PIK)	11/2028	33,692	33,041	33,103	2.6	%
Ocala Bidco, Inc. (19)(22)(23)(32)(33)	First lien senior secured delayed draw term loan	L +	5.75%	05/2024	—	(43)	(22)	—	%
Ocala Bidco, Inc. (15)(23)	Second lien senior secured loan	S +	10.50% PIK	11/2033	24,354	23,980	24,111	1.9	%
RL Datix Holdings (USA), Inc. (16)(20)(22)(23)	First lien senior secured USD term loan	S +	4.50%	04/2025	10,000	9,849	9,900	0.8	%
RL Datix Holdings (USA), Inc. (16)(20)(22)(23)	Second lien senior secured USD term loan	S +	7.75%	04/2026	5,000	4,924	4,963	0.4	%
Datix Bidco Limited (dba RLDatix) (10)(20)(22)(23)	First lien senior secured GBP term loan	SA +	4.50%	04/2025	810	867	802	0.1	%
Datix Bidco Limited (dba RLDatix) (10)(20)(22)(23)	Second lien senior secured GBP term loan	SA +	7.75%	04/2026	2,119	2,263	2,103	0.2	%
					133,175	131,654	131,442	10.4	%
Household products
Aptive Environmental, LLC (22)(23)(25)	First lien senior secured loan		12.00% (6.00% PIK)	01/2026	3,150	2,725	2,969	0.2	%
HGH Purchaser, Inc. (dba Horizon Services) (15)(23)	First lien senior secured loan	S +	6.50%	11/2025	34,521	34,268	34,349	2.7	%
HGH Purchaser, Inc. (dba Horizon Services) (15)(22)(23)(32)	First lien senior secured revolving loan	S +	6.50%	11/2025	3,665	3,642	3,646	0.3	%
Mario Purchaser, LLC (dba Len the Plumber) (14)(22)(23)	First lien senior secured loan	S +	5.75%	04/2029	519	510	516	—	%
Mario Purchaser, LLC (dba Len the Plumber) (14)(19)(22)(23)(32)	First lien senior secured delayed draw term loan	S +	5.75%	04/2024	126	123	126	—	%
Mario Purchaser, LLC (dba Len the Plumber) (22)(23)(32)(33)	First lien senior secured revolving loan	S +	5.75%	04/2028	—	(1)	—	—	%
Mario Midco Holdings, Inc. (dba Len the Plumber) (14)(22)(23)	Unsecured facility	S +	10.75% PIK	04/2032	177	172	175	—	%
SimpliSafe Holding Corporation (14)(22)(23)	First lien senior secured loan	S +	6.25%	05/2028	815	802	809	0.1	%
SimpliSafe Holding Corporation (19)(22)(23)(32)(33)	First lien senior secured delayed draw term loan	S +	6.25%	05/2024	—	(1)	—	—	%
					42,973	42,240	42,590	3.3	%
Human resource support services
Cornerstone OnDemand, Inc. (15)(22)(23)	Second lien senior secured loan	S +	6.50%	10/2029	16,667	16,457	15,667	1.2	%
IG Investments Holdings, LLC (dba Insight Global) (15)(22)(23)	First lien senior secured loan	S +	6.00%	09/2028	9,115	8,970	9,047	0.7	%
IG Investments Holdings, LLC (dba Insight Global) (22)(23)(32)(33)	First lien senior secured revolving loan	S +	6.00%	09/2027	—	(10)	(5)	—	%
					25,782	25,417	24,709	1.9	%
Infrastructure and environmental services
LineStar Integrity Services LLC (16)(23)	First lien senior secured loan	S +	7.25%	02/2026	8,413	8,463	8,035	0.6	%
Tamarack Intermediate, L.L.C. (dba Verisk 3E) (15)(22)(23)	First lien senior secured loan	S +	5.25%	03/2028	678	667	670	0.1	%
Tamarack Intermediate, L.L.C. (dba Verisk 3E) (15)(22)(23)(32)	First lien senior secured revolving loan	S +	5.25%	03/2028	19	17	17	—	%
					9,110	9,147	8,722	0.7	%
Insurance
Alera Group, Inc. (14)(23)	First lien senior secured loan	S +	6.00%	10/2028	7,333	7,203	7,333	0.6	%

Blue Owl Capital Corporation II

Consolidated Schedule of Investments (continued)

As of June 30, 2023

(Amounts in thousands, except share amounts)

(Unaudited)


Company(1)(2)(3)(21)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(4)(29)	Fair Value	Percentage of Net Assets
Ardonagh Midco 2 PLC (18)(20)(22)(23)(25)	Unsecured notes		11.50%	01/2027	640	637	590	—	%
Ardonagh Midco 3 PLC (10)(20)(22)(23)	First lien senior secured GBP term loan	SA +	7.25%	07/2026	6,480	6,369	6,478	0.5	%
Ardonagh Midco 3 PLC (13)(20)(22)(23)	First lien senior secured EUR term loan	E +	7.25%	07/2026	536	542	536	—	%
Ardonagh Midco 3 PLC (16)(20)(22)(23)	First lien senior secured USD term loan	S +	6.00%	07/2026	1,440	1,421	1,433	0.1	%
Brightway Holdings, LLC (15)(22)(23)	First lien senior secured loan	S +	6.50%	12/2027	4,418	4,374	4,329	0.3	%
Brightway Holdings, LLC (15)(22)(23)(32)	First lien senior secured revolving loan	S +	6.50%	12/2027	263	258	253	—	%
Evolution BuyerCo, Inc. (dba SIAA) (15)(23)	First lien senior secured loan	S +	6.25%	04/2028	29,356	29,043	29,062	2.3	%
Evolution BuyerCo, Inc. (dba SIAA) (22)(23)(32)(33)	First lien senior secured revolving loan	S +	6.25%	04/2027	—	(20)	(22)	—	%
Integrity Marketing Acquisition, LLC (15)(23)	First lien senior secured loan	S +	5.80%	08/2025	27,147	26,963	27,147	2.1	%
Integrity Marketing Acquisition, LLC (22)(23)(32)(33)	First lien senior secured revolving loan	S +	5.80%	08/2025	—	(10)	—	—	%
Norvax, LLC (dba GoHealth) (14)(23)	First lien senior secured loan	S +	7.50%	09/2025	16,515	16,211	16,309	1.3	%
Norvax, LLC (dba GoHealth) (22)(23)(32)(33)	First lien senior secured revolving loan	S +	6.50%	09/2024	—	(10)	(34)	—	%
Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services) (14)(23)	First lien senior secured loan	S +	6.00%	11/2028	22,539	22,364	22,539	1.8	%
Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services) (22)(23)(32)(33)	First lien senior secured revolving loan	S +	6.00%	11/2027	—	(7)	—	—	%
PCF Midco II, LLC (dba PCF Insurance Services) (22)(23)(25)	First lien senior secured loan		9.00% PIK	10/2031	24,885	23,063	22,832	1.8	%
Tempo Buyer Corp. (dba Global Claims Services) (15)(22)(23)	First lien senior secured loan	S +	5.50%	08/2028	692	681	681	0.1	%
Tempo Buyer Corp. (dba Global Claims Services) (19)(22)(23)(32)(33)	First lien senior secured delayed draw term loan	S +	5.50%	08/2023	—	(1)	(1)	—	%
Tempo Buyer Corp. (dba Global Claims Services) (9)(22)(23)(32)	First lien senior secured revolving loan	P +	4.25%	08/2027	38	36	36	—	%
THG Acquisition, LLC (dba Hilb) (14)(23)	First lien senior secured loan	S +	5.75%	12/2026	24,786	24,447	24,539	1.9	%
THG Acquisition, LLC (dba Hilb) (14)(22)(23)(32)	First lien senior secured revolving loan	S +	5.75%	12/2025	416	397	397	—	%
USRP Holdings, Inc. (dba U.S. Retirement and Benefits Partners) (15)(22)(23)	First lien senior secured loan	S +	5.75%	07/2027	1,659	1,635	1,643	0.1	%
USRP Holdings, Inc. (dba U.S. Retirement and Benefits Partners) (22)(23)(32)(33)	First lien senior secured revolving loan	S +	5.75%	07/2027	—	(2)	(2)	—	%
KUSRP Intermediate, Inc. (dba U.S. Retirement and Benefits Partners) (14)(22)(23)	First lien senior secured loan	S +	10.50% PIK	07/2030	1,429	1,412	1,422	0.1	%
					170,572	167,006	167,500	13.0	%
Internet software and services
3ES Innovation Inc. (dba Aucerna) (15)(20)(23)	First lien senior secured loan	S +	6.50%	05/2025	10,645	10,589	10,645	0.8	%
3ES Innovation Inc. (dba Aucerna) (14)(20)(22)(23)(32)	First lien senior secured revolving loan	S +	6.50%	05/2025	300	297	300	—	%
Anaplan, Inc. (14)(23)	First lien senior secured loan	S +	6.50%	06/2029	13,508	13,388	13,508	1.1	%
Anaplan, Inc. (22)(23)(32)(33)	First lien senior secured revolving loan	S +	6.50%	06/2028	—	(8)	—	—	%
Apptio, Inc. (7)(22)(23)	First lien senior secured loan	L +	5.00%	01/2025	7,364	7,318	7,364	0.6	%
Apptio, Inc. (7)(22)(23)(32)	First lien senior secured revolving loan	L +	5.00%	01/2025	147	145	147	—	%

Blue Owl Capital Corporation II

Consolidated Schedule of Investments (continued)

As of June 30, 2023

(Amounts in thousands, except share amounts)

(Unaudited)


Company(1)(2)(3)(21)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(4)(29)	Fair Value	Percentage of Net Assets
Bayshore Intermediate #2, L.P. (dba Boomi) (15)(22)(23)	First lien senior secured loan	S +	7.50% PIK	10/2028	17,749	17,477	17,482	1.2	%
Bayshore Intermediate #2, L.P. (dba Boomi) (15)(22)(23)(32)	First lien senior secured revolving loan	S +	6.50%	10/2027	248	228	229	—	%
BCPE Nucleon (DE) SPV, LP (8)(20)(22)(23)	First lien senior secured loan	L +	7.00%	09/2026	35,556	35,223	35,556	2.8	%
BCTO BSI Buyer, Inc. (dba Buildertrend) (15)(22)(23)	First lien senior secured loan	S +	8.00% PIK	12/2026	10,469	10,397	10,469	0.8	%
BCTO BSI Buyer, Inc. (dba Buildertrend) (22)(23)(32)(33)	First lien senior secured revolving loan	S +	7.00%	12/2026	—	(14)	—	—	%
Catalis Intermediate, Inc. (fka GovBrands Intermediate, Inc.) (15)(22)(23)	First lien senior secured loan	S +	5.50%	08/2027	2,447	2,402	2,300	0.2	%
Catalis Intermediate, Inc. (fka GovBrands Intermediate, Inc.) (15)(19)(22)(23)(32)	First lien senior secured delayed draw term loan	S +	5.50%	08/2023	551	539	505	—	%
Catalis Intermediate, Inc. (fka GovBrands Intermediate, Inc.) (14)(22)(23)(32)	First lien senior secured revolving loan	S +	5.50%	08/2027	166	163	155	—	%
Centrify Corporation (15)(22)(23)	First lien senior secured loan	S +	5.75%	03/2028	13,005	12,768	12,908	1.0	%
Centrify Corporation (22)(23)(32)(33)	First lien senior secured revolving loan	S +	5.75%	03/2027	—	(24)	(10)	—	%
CivicPlus, LLC (7)(22)(23)	First lien senior secured loan	L +	6.75% (2.50% PIK)	08/2027	2,506	2,487	2,506	0.2	%
CivicPlus, LLC (6)(22)(23)(32)	First lien senior secured revolving loan	L +	6.00%	08/2027	38	37	38	—	%
CP PIK DEBT ISSUER, LLC (dba CivicPlus, LLC) (16)(22)(23)	Unsecured notes	S +	11.75% PIK	06/2034	499	487	497	—	%
Delta TopCo, Inc. (dba Infoblox, Inc.) (16)(23)	Second lien senior secured loan	S +	7.25%	12/2028	40,000	39,853	38,800	3.0	%
EET Buyer, Inc. (dba e-Emphasys) (15)(22)(23)	First lien senior secured loan	S +	6.50%	11/2027	898	891	898	0.1	%
EET Buyer, Inc. (dba e-Emphasys) (22)(23)(32)(33)	First lien senior secured revolving loan	S +	6.50%	11/2027	—	(1)	—	—	%
Forescout Technologies, Inc. (7)(23)	First lien senior secured loan	L +	9.28% PIK	08/2026	14,641	14,529	14,714	1.2	%
Forescout Technologies, Inc. (19)(22)(23)(32)(33)	First lien senior secured delayed draw term loan	L +	9.00%	07/2024	—	(26)	—	—	%
Forescout Technologies, Inc. (22)(23)(32)(33)	First lien senior secured revolving loan	L +	8.50%	08/2025	—	(5)	—	—	%
Genesis Acquisition Co. (dba Procare Software) (15)(23)	First lien senior secured loan	S +	5.00%	07/2025	1,983	1,975	1,978	0.2	%
Genesis Acquisition Co. (dba Procare Software) (15)(22)(23)	First lien senior secured revolving loan	S +	5.00%	07/2025	293	292	292	—	%
H&F Opportunities LUX III S.À R.L (dba Checkmarx) (14)(20)(22)(23)	First lien senior secured loan	S +	7.50%	04/2026	14,544	14,313	14,544	1.1	%
H&F Opportunities LUX III S.À R.L (dba Checkmarx) (20)(22)(23)(32)(33)	First lien senior secured revolving loan	S +	7.50%	04/2026	—	(64)	—	—	%
Hyland Software, Inc. (6)(18)(23)	Second lien senior secured loan	L +	6.25%	07/2025	12,145	12,139	11,629	0.9	%
Litera Bidco LLC (14)(23)	First lien senior secured loan	S +	5.73%	05/2026	26,045	25,844	26,022	2.0	%
Litera Bidco LLC (22)(23)(32)(33)	First lien senior secured revolving loan	S +	5.25%	05/2026	—	(4)	(3)	—	%
MessageBird BidCo B.V. (14)(20)(23)	First lien senior secured loan	S +	6.75%	05/2027	9,333	9,189	9,240	0.7	%
MINDBODY, Inc. (6)(23)	First lien senior secured loan	L +	7.00%	02/2025	11,936	11,892	11,876	0.9	%
MINDBODY, Inc. (22)(23)(32)(33)	First lien senior secured revolving loan	L +	7.00%	02/2025	—	(3)	(5)	—	%

Blue Owl Capital Corporation II

Consolidated Schedule of Investments (continued)

As of June 30, 2023

(Amounts in thousands, except share amounts)

(Unaudited)


Company(1)(2)(3)(21)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(4)(29)	Fair Value	Percentage of Net Assets
Ministry Brands Holdings, LLC (14)(22)(23)	First lien senior secured loan	S +	5.50%	12/2028	697	686	683	0.1	%
Ministry Brands Holdings, LLC (14)(19)(22)(23)(32)	First lien senior secured delayed draw term loan	S +	5.50%	12/2023	28	26	26	—	%
Ministry Brands Holdings, LLC (14)(22)(23)(32)	First lien senior secured revolving loan	S +	5.50%	12/2027	25	24	24	—	%
Proofpoint, Inc. (14)(22)(23)	Second lien senior secured loan	S +	6.25%	08/2029	4,900	4,880	4,741	0.4	%
QAD, Inc. (14)(22)(23)	First lien senior secured loan	S +	5.38%	11/2027	4,373	4,306	4,286	0.3	%
QAD, Inc. (22)(23)(32)(33)	First lien senior secured revolving loan	S +	5.38%	11/2027	—	(8)	(11)	—	%
Securonix, Inc. (15)(22)(23)	First lien senior secured loan	S +	6.50%	04/2028	847	840	818	0.1	%
Securonix, Inc. (22)(23)(32)(33)	First lien senior secured revolving loan	S +	6.50%	04/2028	—	(1)	(5)	—	%
Tahoe Finco, LLC (6)(20)(22)(23)	First lien senior secured loan	L +	6.00%	09/2028	23,256	23,070	23,023	1.8	%
Tahoe Finco, LLC (20)(22)(23)(32)(33)	First lien senior secured revolving loan	L +	6.00%	10/2027	—	(12)	(17)	—	%
Thunder Purchaser, Inc. (dba Vector Solutions) (15)(23)	First lien senior secured loan	S +	5.75%	06/2028	13,663	13,559	13,561	1.1	%
Thunder Purchaser, Inc. (dba Vector Solutions) (15)(19)(22)(23)(32)	First lien senior secured delayed draw term loan	S +	5.75%	08/2023	837	830	830	0.1	%
Thunder Purchaser, Inc. (dba Vector Solutions) (15)(22)(23)(32)	First lien senior secured revolving loan	S +	5.75%	06/2027	693	687	686	0.1	%
When I Work, Inc. (7)(22)(23)	First lien senior secured loan	L +	7.00% PIK	11/2027	832	826	817	0.1	%
When I Work, Inc. (22)(23)(32)(33)	First lien senior secured revolving loan	L +	6.00%	11/2027	—	(1)	(3)	—	%
					297,167	294,425	294,043	22.9	%
Leisure and entertainment
Troon Golf, L.L.C. (16)(23)	First lien senior secured loan	S +	5.75%	08/2027	60,410	60,189	60,108	4.7	%
Troon Golf, L.L.C. (22)(23)(32)(33)	First lien senior secured revolving loan	S +	5.75%	08/2026	—	(15)	(23)	—	%
					60,410	60,174	60,085	4.7	%
Manufacturing
BCPE Watson (DE) ORML, LP (16)(20)(22)(23)	First lien senior secured loan	S +	6.50%	07/2028	1,000	991	995	0.1	%
Gloves Buyer, Inc. (dba Protective Industrial Products) (14)(22)(23)	Second lien senior secured loan	S +	8.25%	12/2028	6,300	6,178	6,205	0.4	%
MHE Intermediate Holdings, LLC (dba OnPoint Group) (15)(23)	First lien senior secured loan	S +	6.00%	07/2027	20,788	20,636	20,684	1.6	%
MHE Intermediate Holdings, LLC (dba OnPoint Group) (14)(22)(23)(32)	First lien senior secured revolving loan	S +	6.00%	07/2027	464	452	455	—	%
PHM Netherlands Midco B.V. (dba Loparex) (7)(22)(23)	First lien senior secured loan	L +	4.50%	07/2026	193	185	185	—	%
PHM Netherlands Midco B.V. (dba Loparex) (7)(23)	Second lien senior secured loan	L +	8.75%	07/2027	28,000	26,795	27,160	2.1	%
Safety Products/JHC Acquisition Corp. (dba Justrite Safety Group) (14)(18)(23)	First lien senior secured loan	S +	4.50%	06/2026	3,427	3,411	3,231	0.3	%
Sonny's Enterprises, LLC (15)(23)	First lien senior secured loan	S +	6.75%	08/2028	44,161	43,527	43,499	3.4	%
Sonny's Enterprises, LLC (19)(23)(32)(33)	First lien senior secured delayed draw term loan	S +	6.75%	11/2024	—	(15)	(15)	—	%
Sonny's Enterprises, LLC (22)(23)(32)(33)	First lien senior secured revolving loan	S +	6.75%	08/2027	—	(53)	(39)	—	%
					104,333	102,107	102,360	7.9	%

Blue Owl Capital Corporation II

Consolidated Schedule of Investments (continued)

As of June 30, 2023

(Amounts in thousands, except share amounts)

(Unaudited)


Company(1)(2)(3)(21)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(4)(29)	Fair Value	Percentage of Net Assets
Oil and gas
Project Power Buyer, LLC (dba PEC-Veriforce) (15)(23)	First lien senior secured loan	S +	7.00%	05/2026	7,836	7,784	7,758	0.6	%
Project Power Buyer, LLC (dba PEC-Veriforce) (22)(23)(32)(33)	First lien senior secured revolving loan	S +	7.00%	05/2025	—	(2)	(6)	—	%
					7,836	7,782	7,752	0.6	%
Professional services
AmSpec Group, Inc. (fka AmSpec Services Inc.) (8)(23)	First lien senior secured loan	L +	5.75%	07/2024	18,478	18,409	18,478	1.5	%
AmSpec Group, Inc. (fka AmSpec Services Inc.) (9)(22)(23)(32)	First lien senior secured revolving loan	P +	3.75%	07/2024	1,264	1,257	1,264	0.1	%
Apex Group Treasury, LLC (7)(20)(22)(23)	Second lien senior secured loan	L +	6.75%	07/2029	11,618	11,457	11,414	0.9	%
Apex Service Partners, LLC (15)(22)(23)	First lien senior secured loan	S +	5.50%	07/2025	989	979	987	0.1	%
Apex Service Partners, LLC (22)(23)(32)	First lien senior secured revolving loan	S +	5.25%	07/2025	—	—	—	—	%
Gerson Lehrman Group, Inc. (15)(23)	First lien senior secured loan	S +	5.25%	12/2024	4,474	4,462	4,474	0.4	%
Gerson Lehrman Group, Inc. (14)(22)(23)(32)	First lien senior secured revolving loan	S +	5.25%	12/2024	1,020	1,015	1,020	0.1	%
Guidehouse Inc. (14)(22)(23)	First lien senior secured loan	S +	6.25%	10/2028	916	909	911	0.1	%
Relativity ODA LLC (14)(23)	First lien senior secured loan	S +	6.50%	05/2027	17,320	17,162	17,319	1.2	%
Relativity ODA LLC (22)(23)(32)(33)	First lien senior secured revolving loan	S +	6.50%	05/2027	—	(14)	—	—	%
Sensor Technology Topco, Inc. (dba Humanetics) (15)(22)(23)	First lien senior secured loan	S +	6.50%	05/2026	10,877	10,798	10,795	0.8	%
Sensor Technology Topco, Inc. (dba Humanetics) (12)(22)(23)	First lien senior secured EUR term loan	E +	6.75%	05/2026	2,136	2,111	2,119	0.1	%
Sensor Technology Topco, Inc. (dba Humanetics) (12)(22)(23)(32)	First lien senior secured revolving loan	E +	6.75%	05/2026	197	190	189	—	%
					69,289	68,735	68,970	5.3	%
Specialty retail
Galls, LLC (15)(23)	First lien senior secured loan	S +	6.75% (0.50% PIK)	01/2025	18,302	18,223	18,165	1.4	%
Galls, LLC (15)(22)(23)(32)	First lien senior secured revolving loan	S +	6.75%	01/2024	2,385	2,363	2,345	0.2	%
Milan Laser Holdings LLC (14)(23)	First lien senior secured loan	S +	5.00%	04/2027	22,578	22,424	22,578	1.8	%
Milan Laser Holdings LLC (22)(23)(32)(33)	First lien senior secured revolving loan	S +	5.00%	04/2026	—	(11)	—	—	%
Notorious Topco, LLC (dba Beauty Industry Group) (15)(23)	First lien senior secured loan	S +	6.75%	11/2027	24,001	23,718	23,581	1.9	%
Notorious Topco, LLC (dba Beauty Industry Group) (15)(19)(22)(23)(32)	First lien senior secured delayed draw term loan	S +	6.75%	11/2023	2,092	2,053	2,048	0.2	%
Notorious Topco, LLC (dba Beauty Industry Group) (15)(22)(23)(32)	First lien senior secured revolving loan	S +	6.75%	05/2027	141	118	104	—	%
The Shade Store, LLC (15)(22)(23)	First lien senior secured loan	S +	6.00%	10/2027	2,239	2,217	2,143	0.2	%
The Shade Store, LLC (15)(22)(23)(32)	First lien senior secured revolving loan	S +	6.00%	10/2026	118	116	109	—	%
					71,856	71,221	71,073	5.7	%
Telecommunications
EOS U.S. Finco LLC (15)(20)(22)(23)	First lien senior secured loan	S +	6.00%	10/2029	2,320	2,205	2,274	0.2	%
EOS U.S. Finco LLC (20)(22)(23)(32)(33)	First lien senior secured loan	S +	6.00%	10/2029	—	(32)	—	—	%
					2,320	2,173	2,274	0.2	%

Blue Owl Capital Corporation II

Consolidated Schedule of Investments (continued)

As of June 30, 2023

(Amounts in thousands, except share amounts)

(Unaudited)


Company(1)(2)(3)(21)	Investment	Interest		Maturity Date	Par / Units		Amortized Cost(4)(29)		Fair Value		Percentage of Net Assets
Transportation
Lytx, Inc. (14)(23)	First lien senior secured loan	S +	6.75%	02/2028	23,668		23,489		23,550		1.8	%
Motus Group, LLC (6)(22)(23)	Second lien senior secured loan	L +	6.50%	12/2029	3,615		3,584		3,561		0.3	%
					27,283		27,073		27,111		2.1	%
Total non-controlled/non-affiliated portfolio company debt investments					$	2,028,550	$	2,002,197	$	1,974,403	155.0	%
Equity Investments
Asset based lending and fund finance
AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC (20)(22)(23)(26)(31)(32)	LLC Interest		N/A	N/A	340		$	—	$	—	—	%
AAM Series 2.1 Aviation Feeder, LLC (20)(22)(23)(26)(31)(32)	LLC Interest		N/A	N/A	1,052		1,391		1,392		0.1	%
Amergin Asset Management, LLC (20)(22)(23)(26)(31)(32)	Class A Units		N/A	N/A	50,000,000		—		—		—	%
							1,391		1,392		0.1	%
Automotive
CD&R Value Building Partners I, L.P. (dba Belron) (20)(22)(23)(26)(31)	LP Interest		N/A	N/A	1,002		996		1,065		0.1	%
Metis HoldCo, Inc. (dba Mavis Tire Express Services) (22)(23)(25)(26)	Series A Convertible Preferred Stock		7.00% PIK	N/A	32,308		36,676		37,531		2.9	%
							37,672		38,596		3.0	%
Buildings and real estate
Associations Finance, Inc. (22)(23)(25)(26)	Preferred Stock		13.50% PIK	N/A	10,200,000		10,959		11,099		0.9	%
Dodge Construction Network Holdings, L.P. (22)(23)(26)(31)	Class A-2 Common Units		N/A	N/A	431,889		368		251		—	%
Dodge Construction Network Holdings, L.P. (15)(22)(23)(26)	Series A Preferred Units	S +	8.25% PIK	N/A	—		9		9		—	%
							11,336		11,359		0.9	%
Business Services
Denali Holding, LP (dba Summit Companies) (22)(23)(26)(31)	Class A Units		N/A	N/A	41,874		425		577		—	%
Hercules Buyer, LLC (dba The Vincit Group) (22)(23)(24)(26)(31)	Common Units		N/A	N/A	350,000		350		392		—	%
Knockout Intermediate Holdings I Inc. (dba Kaseya Inc.) (22)(23)(25)(26)	Perpetual Preferred Stock		11.75% PIK	N/A	400		440		448		—	%
							1,215		1,417		—	%
Consumer Products
ASP Conair Holdings LP (22)(23)(26)(31)	Class A Units		N/A	N/A	12,857		1,286		1,215		0.1	%
							1,286		1,215		0.1	%
Food and beverage
H-Food Holdings, LLC (22)(23)(26)(31)	LLC Interest		N/A	N/A	1,625		1,625		1,197		0.1	%
Hissho Sushi Holdings, LLC (22)(23)(26)(31)	Class A units		N/A	N/A	7,502		75		91		—	%
							1,700		1,288		0.1	%
Healthcare equipment and services
KPCI Holdings, L.P. (22)(23)(26)(31)	Class A Units		N/A	N/A	5,665		6,014		6,538		0.5	%
Maia Aggregator, LP (22)(23)(26)(31)	Class A-2 Units		N/A	N/A	112,360		112		119		—	%
Patriot Holdings SCSp (dba Corza Health, Inc.) (20)(22)(23)(25)(26)	Class A Units		8.00% PIK	N/A	1,370		1,786		1,786		0.1	%
Patriot Holdings SCSp (dba Corza Health, Inc.) (20)(22)(23)(26)(31)	Class B Units		N/A	N/A	18,864		25		313		—	%
Rhea Acquisition Holdings, LP (22)(23)(26)(31)	Series A-2 Units		N/A	N/A	119,048		119		154		—	%
							8,056		8,910		0.6	%

Blue Owl Capital Corporation II

Consolidated Schedule of Investments (continued)

As of June 30, 2023

(Amounts in thousands, except share amounts)

(Unaudited)


Company(1)(2)(3)(21)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(4)(29)		Fair Value		Percentage of Net Assets
Healthcare providers and services
KOBHG Holdings L.P. (dba OB Hospitalist) (22)(23)(26)(31)	Class A Interests		N/A	N/A	1,291	1,291		1,199		0.1	%
						1,291		1,199		0.1	%
Healthcare technology
Minerva Holdco, Inc (22)(23)(25)(26)	Series A Preferred Stock		10.75% PIK	N/A	1,000	1,142		1,072		0.1	%
						1,142		1,072		0.1	%
Household products
Evology, LLC (22)(23)(26)(31)	Class B Units		N/A	N/A	113	540		744		0.1	%
						540		744		0.1	%
Human resource support services
Sunshine Software Holdings, Inc. (dba Cornerstone OnDemand) (22)(23)(25)(26)	Series A Preferred Stock		10.50% PIK	N/A	5,500	6,435		5,766		0.5	%
						6,435		5,766		0.5	%
Insurance
Evolution Parent, LP (dba SIAA) (22)(23)(26)(31)	LP Interest		N/A	N/A	892	892		998		0.1	%
Fifth Season Investments LLC (22)(23)(26)(31)	Class A Units		N/A	N/A	1	1,483		1,483		0.1	%
GoHealth, Inc. (17)(22)(23)(31)	Common Stock		N/A	N/A	15,139	1,163		298		—	%
GrowthCurve Capital Sunrise Co-Invest LP (dba Brightway) (22)(23)(26)(31)	LP Interest		N/A	N/A	106	106		102		—	%
PCF Holdco, LLC (dba PCF Insurance Services) (22)(23)(26)(31)	Class A Units		N/A	N/A	2,513,848	6,375		11,479		0.9	%
						10,019		14,360		1.1	%
Internet software and services
BCTO WIW Holdings, Inc. (dba When I Work) (22)(23)(26)(31)	Class A Common Stock		N/A	N/A	3,000	300		270		—	%
Brooklyn Lender Co-Invest 2, L.P. (dba Boomi) (22)(23)(26)(31)	Common Units		N/A	N/A	1,345,119	1,345		1,382		0.1	%
Insight CP (Blocker) Holdings, L.P. (dba CivicPlus, LLC) (20)(22)(23)(26)(31)	LP Interest		N/A	N/A	—	31		31		—	%
MessageBird Holding B.V. (20)(22)(23)(26)(31)	Extended Series C Warrants		N/A	N/A	25,540	157		29		—	%
Project Alpine Co-Invest Fund, LP (20)(22)(23)(26)(31)	LP Interest		N/A	N/A	1,000	1,001		1,097		0.1	%
Thunder Topco L.P. (dba Vector Solutions) (22)(23)(26)(31)	Common Units		N/A	N/A	819,817	820		840		0.1	%
VEPF Torreys Aggregator, LLC (dba MINDBODY, Inc.) (22)(23)(25)(26)	Series A Preferred Stock		6.00% PIK	N/A	3,750	4,097		4,056		0.3	%
WMC Bidco, Inc. (dba West Monroe) (22)(23)(25)(26)	Senior Preferred Stock		11.25% PIK	N/A	2,385	2,815		2,709		0.2	%
						10,566		10,414		0.8	%
Manufacturing
Gloves Holdings, LP (dba Protective Industrial Products) (22)(23)(26)(31)	LP Interest		N/A	N/A	7,000	700		832		0.1	%
Windows Entities (20)(22)(23)(26)(27)	LLC Units		N/A	N/A	10,616	20,106		43,880		3.4	%
						20,806		44,712		3.5	%
Pharmaceuticals
LSI Financing 1 DAC (20)(22)(23)(26)(31)	Preferred Equity		N/A	N/A	1,046,340	984		1,046		0.1	%
						984		1,046		0.1	%
Total non-controlled/non-affiliated portfolio company equity investments						114,439		143,490		11.1	%
Total non-controlled/non-affiliated portfolio company investments						$	2,116,636	$	2,117,893	166.1	%

Blue Owl Capital Corporation II

Consolidated Schedule of Investments (continued)

As of June 30, 2023

(Amounts in thousands, except share amounts)

(Unaudited)


Company(1)(2)(3)(21)	Investment	Interest		Maturity Date	Par / Units		Amortized Cost(4)(29)		Fair Value		Percentage of Net Assets
Non-controlled/affiliated portfolio company investments
Debt Investments(5)
Advertising and media
Swipe Acquisition Corporation (dba PLI) (15)(22)(23)(30)	First lien senior secured loan	S +	8.00%	06/2026	$	6,035	$	5,998	$	6,035	0.5	%
Swipe Acquisition Corporation (dba PLI) (15)(19)(22)(23)(30)(32)	First lien senior secured delayed draw term loan	S +	8.00%	12/2023	1,797		1,797		1,797		0.2	%
Swipe Acquisition Corporation (dba PLI) (22)(23)(30)(32)	Letter of Credit	S +	8.00%	06/2026	—		—		—		—	%
					7,832		7,795		7,832		0.7	%
Household products
Walker Edison Furniture Company LLC (14)(22)(23)(28)(30)	First lien senior secured loan	S +	6.75% PIK	03/2027	4,421		4,132		4,332		0.4	%
Walker Edison Furniture Company LLC (14)(19)(22)(23)(28)(30)(32)	First lien senior secured delayed draw term loan	S +	6.75% PIK	03/2027	114		112		114		—	%
Walker Edison Furniture Company LLC (14)(22)(23)(28)(30)	First lien senior secured revolving loan	S +	6.25% PIK	03/2027	2,247		2,247		2,247		0.2	%
					6,782		6,491		6,693		0.6	%
Total non-controlled/affiliated portfolio company debt investments					14,614		14,286		14,525		1.3	%

Equity Investments
Advertising and media
New PLI Holdings, LLC (dba PLI) (22)(23)(26)(30)(31)	Class A Common Units		N/A	N/A	10,755		$	5,952	$	12,113	1.0	%
							5,952		12,113		1.0	%
Household Products
Walker Edison Holdco LLC (22)(23)(26)(30)(31)	Common Units		N/A	N/A	49,159		4,750		4,295		0.3	%
							4,750		4,295		0.3	%
Total non-controlled/affiliated portfolio company equity investments							10,702		16,408		1.3	%
Total non-controlled/affiliated portfolio company investments							$	24,988	$	30,933	2.6	%
Total Investments							$	2,141,624	$	2,148,826	168.7	%

______________

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

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

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

(4)The amortized cost represents the original cost adjusted for the accretion and amortization of discounts and premiums, as applicable, on debt investments using the effective interest method.

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

(6)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 this loan is subject to SONIA, which as of June 30, 2023 was 4.93%.

(11)The interest rate on this loan is subject to 1 month EURIBOR, which as of June 30, 2023 was 3.40%.

(12)The interest rate on this loan is subject to 3 month EURIBOR, which as of June 30, 2023 was 3.58%.

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

Blue Owl Capital Corporation II

Consolidated Schedule of Investments (continued)

As of June 30, 2023

(Amounts in thousands, except share amounts)

(Unaudited)

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

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

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

(17)Level 1 investment.

(18)Level 2 investment.

(19)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.

(20)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 12.38% of total assets as calculated in accordance with the regulatory requirements.

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

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

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

(24)The Company invests in this portfolio company through underlying blocker entities Hercules Blocker 1 LLC, Hercules Blocker 2 LLC, Hercules Blocker 3 LLC, Hercules Blocker 4 LLC, and Hercules Blocker 5 LLC.

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

Blue Owl Capital Corporation II

Consolidated Schedule of Investments (continued)

As of June 30, 2023

(Amounts in thousands, except share amounts)

(Unaudited)

(26)Securities acquired in transactions exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), and may be deemed to be “restricted securities” under the Securities Act. As of June 30, 2023, the aggregate fair value of these securities is $159.6 million, or 12.4% of the Company’s net assets. The acquisition dates of the restricted securities are as follows:

Portfolio Company

Investment

Acquisition Date

AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC

LLC Interest

July 1, 2022

AAM Series 2.1 Aviation Feeder, LLC

LLC Interest

July 1, 2022

Amergin Asset Management, LLC

Class A Units

July 1, 2022

ASP Conair Holdings LP

Class A Units

May 17, 2021

Associations Finance, Inc.

Preferred Stock

June 10, 2022

BCTO WIW Holdings, Inc. (dba When I Work)

Class A Common Stock

November 2, 2021

Brooklyn Lender Co-Invest 2, L.P. (dba Boomi)

Common Units

October 1, 2021

CD&R Value Building Partners I, L.P. (dba Belron)

LP Interest

December 2, 2021

Denali Holding, LP (dba Summit Companies)

Class A Units

September 15, 2021

Dodge Construction Network Holdings, L.P.

Class A-2 Common Units

February 23, 2022

Dodge Construction Network Holdings, L.P.

Series A Preferred Units

February 23, 2022

Evology, LLC

Class B Units

January 24, 2022

Evolution Parent, LP (dba SIAA)

LP Interest

April 30, 2021

Fifth Season Investments LLC

Class A Units

October 17, 2022

Gloves Holdings, LP (dba Protective Industrial Products)

LP Interest

December 29, 2020

GrowthCurve Capital Sunrise Co-Invest LP (dba Brightway)

LP Interest

December 16, 2021

Hercules Buyer, LLC (dba The Vincit Group)

Common Units

December 15, 2020

H-Food Holdings, LLC

LLC Interest

November 23, 2018

Hissho Sushi Holdings, LLC

Class A units

May 17, 2022

Insight CP (Blocker) Holdings, L.P. (dba CivicPlus, LLC)

LP Interest

June 8, 2022

Knockout Intermediate Holdings I Inc. (dba Kaseya)

Perpetual Preferred Stock

June 22, 2022

KOBHG Holdings L.P. (dba OB Hospitalist)

Class A Interests

September 27, 2021

KPCI Holdings, L.P.

Class A Units

November 30, 2020

LSI Financing 1 DAC

Preferred Equity

December 14, 2022

Maia Aggregator, LP

Class A-2 Units

February 1, 2022

MessageBird Holding B.V.

Extended Series C Warrants

May 5, 2021

Metis HoldCo, Inc. (dba Mavis Tire Express Services)

Series A Convertible Preferred Stock

May 4, 2021

Minerva Holdco, Inc

Series A Preferred Stock

February 15, 2022

New PLI Holdings, LLC (dba PLI)

Class A Common Units

December 23, 2020

Patriot Holdings SCSp (dba Corza Health, Inc.)

Class A Units

January 29, 2021

Patriot Holdings SCSp (dba Corza Health, Inc.)

Class B Units

January 29, 2021

PCF Holdco, LLC (dba PCF Insurance Services)

Class A Units

November 1, 2021

Project Alpine Co-Invest Fund, LP

LP Interest

June 13, 2022

Rhea Acquisition Holdings, LP

Series A-2 Units

February 18, 2022

Sunshine Software Holdings, Inc. (dba Cornerstone OnDemand)

Series A Preferred Stock

October 15, 2021

Thunder Topco L.P. (dba Vector Solutions)

Common Units

June 30, 2021

VEPF Torreys Aggregator, LLC (dba MINDBODY, Inc.)

Series A Preferred Stock

October 15, 2021

Walker Edison Furniture Company LLC

Common Units

March 1, 2023

Blue Owl Capital Corporation II

Consolidated Schedule of Investments (continued)

As of June 30, 2023

(Amounts in thousands, except share amounts)

(Unaudited)

Portfolio Company

Investment

Acquisition Date

Windows Entities

LLC Units

January 16, 2020

WMC Bidco, Inc. (dba West Monroe)

Senior Preferred Stock

November 9, 2021

(27)Investment represents multiple underlying investments, including Midwest Custom Windows, LLC, Greater Toronto Custom Windows, Corp., Garden State Custom Windows, LLC, Long Island Custom Windows, LLC, Jemico, LLC, Atlanta Custom Windows, LLC and Fairchester Custom Windows, LLC. Greater Toronto Custom Windows, Corp. is considered a non-qualifying asset, with a fair value of $3.3 million as of June 30, 2023.

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

(29)As of June 30, 2023, the net estimated unrealized loss for U.S. federal income tax purposes was $7.5 million based on a tax cost basis of $2.2 billion. As of June 30, 2023, the estimated aggregate gross unrealized loss for U.S. federal income tax purposes was $52.7 million and the estimated aggregate gross unrealized gain for U.S. federal income tax purposes was $45.2 million.

(30)Under the 1940 Act, the Company is deemed to be an “Affiliated Person” of, as defined in the 1940 Act, this portfolio company, as the Company owns more than 5% of the portfolio company’s outstanding voting securities. Transactions during the six months ended June 30, 2023 in which the Company was an Affiliated Person of the portfolio company are as follows:


Company	Fair Value at December 31, 2022		Gross Additions(a)		Gross Reductions(b)		Net Change in Unrealized Gain/(Loss)		Realized Gain/(Loss)		Transfers		Fair Value at June 30, 2023		Other Income		Interest Income		Dividend Income
Swipe Acquisition Corporation (dba PLI)	$	20,047	$	17	$	(110)	$	(10)	$	—	$	—	$	19,944	$	68	$	532	$	331
Walker Edison Furniture Company LLC	—		11,242		—		(253)		—		—		10,989		—		—		—
Total	$	20,047	$	11,259	$	(110)	$	(263)	$	—	$	—	$	30,933	$	68	$	532	$	331

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

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

(31)Investment is non-income producing.

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

(33)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.

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

Blue Owl Capital Corporation II

Consolidated Schedule of Investments

As of December 31, 2022

(Amounts in thousands, except share amounts)


Company(1)(2)(3)(21)	Investment	Interest		Maturity Date	Par / Units		Amortized Cost(4)(29)		Fair Value		Percentage of Net Assets
Debt Investments(5)
Advertising and media
Global Music Rights, LLC (7)(22)(23)	First lien senior secured loan	L +	5.50%	08/2028	$	928	$	912	$	928	0.1	%
Global Music Rights, LLC (16)(22)(23)(32)	First lien senior secured revolving loan	L +	5.50%	08/2027	—		(1)		—		—	%
					928		911		928		0.1	%
Aerospace and defense
Aviation Solutions Midco, LLC (dba STS Aviation) (7)(23)	First lien senior secured loan	L +	7.25%	01/2025	37,531		37,244		36,218		2.8	%
Peraton Corp. (6)(18)(23)	Second lien senior secured loan	L +	7.75%	02/2029	14,562		14,381		13,798		1.1	%
Valence Surface Technologies LLC (14)(22)(23)	First lien senior secured loan	S +	7.75% (3.88% PIK)	06/2025	32,019		31,808		25,615		2.0	%
Valence Surface Technologies LLC (14)(22)(23)(32)	First lien senior secured revolving loan	S +	7.75%	06/2025	2,602		2,586		2,079		0.2	%
					86,714		86,019		77,710		6.1	%
Asset based lending and fund finance
Hg Genesis 8 Sumoco Limited (10)(20)(22)(23)	Unsecured facility	SA +	6.00% PIK	08/2025	5,905		6,477		5,905		0.5	%
Hg Genesis 9 SumoCo Limited (11)(20)(22)(23)	Unsecured facility	E +	7.00% PIK	03/2027	1,015		1,042		1,015		0.1	%
Hg Saturn Luchaco Limited (10)(20)(22)(23)	Unsecured facility	SA +	7.50% PIK	03/2026	24,042		27,164		23,741		1.8	%
					30,962		34,683		30,661		2.4	%
Buildings and real estate
Associations, Inc. (14)(23)	First lien senior secured loan	S +	6.50% (2.50% PIK)	07/2027	77,823		77,238		77,628		6.0	%
Associations, Inc. (14)(19)(22)(23)(32)	First lien senior secured delayed draw term loan	S +	6.50% (2.50% PIK)	06/2024	24		21		24		—	%
Associations, Inc. (16)(22)(23)(32)	First lien senior secured revolving loan	S +	6.50%	07/2027	—		(46)		(15)		—	%
REALPAGE, INC. (6)(22)(23)	Second lien senior secured loan	L +	6.50%	04/2029	6,500		6,419		6,224		0.5	%
					84,347		83,632		83,861		6.5	%
Business services
Access CIG, LLC (6)(23)	Second lien senior secured loan	L +	7.75%	02/2026	24,564		24,500		24,441		1.9	%
CIBT Global, Inc. (7)(22)(23)(28)	First lien senior secured loan	L +	5.25% (4.25% PIK)	06/2025	159		109		83		—	%
CIBT Global, Inc. (7)(22)(23)(28)	Second lien senior secured loan	L +	7.75% PIK	12/2025	11,237		4,717		1,067		0.1	%
Denali BuyerCo, LLC (dba Summit Companies) (7)(23)	First lien senior secured loan	L +	5.75%	09/2028	5,521		5,425		5,466		0.4	%
Denali BuyerCo, LLC (dba Summit Companies) (7)(19)(22)(23)(32)	First lien senior secured delayed draw term loan	L +	5.75%	09/2023	343		339		340		—	%
Denali BuyerCo, LLC (dba Summit Companies) (16)(22)(23)(32)	First lien senior secured revolving loan	L +	5.75%	09/2027	—		(1)		(1)		—	%
Diamondback Acquisition, Inc. (dba Sphera) (6)(22)(23)	First lien senior secured loan	L +	5.50%	09/2028	632		621		626		—	%
Diamondback Acquisition, Inc. (dba Sphera) (16)(19)(22)(23)(32)	First lien senior secured delayed draw term loan	L +	5.50%	09/2023	—		(1)		—		—	%
Entertainment Benefits Group, LLC (13)(22)(23)	First lien senior secured loan	S +	4.75%	05/2028	862		855		862		0.1	%
Entertainment Benefits Group, LLC (13)(22)(23)(32)	First lien senior secured revolving loan	S +	4.75%	04/2027	89		88		89		—	%

Blue Owl Capital Corporation II

Consolidated Schedule of Investments (continued)

As of December 31, 2022

(Amounts in thousands, except share amounts)


Company(1)(2)(3)(21)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(4)(29)	Fair Value	Percentage of Net Assets
Gainsight, Inc. (7)(22)(23)	First lien senior secured loan	L +	6.75% PIK	07/2027	5,512	5,442	5,429	0.4	%
Gainsight, Inc. (16)(22)(23)(32)	First lien senior secured revolving loan	L +	6.25%	07/2027	—	(12)	(13)	—	%
Hercules Borrower, LLC (dba The Vincit Group) (7)(23)	First lien senior secured loan	L +	6.50%	12/2026	28,270	27,969	28,200	2.2	%
Hercules Borrower, LLC (dba The Vincit Group) (8)(22)(23)(32)	First lien senior secured revolving loan	L +	6.50%	12/2026	357	324	348	—	%
Hercules Buyer, LLC (dba The Vincit Group) (22)(23)(24)(25)	Unsecured notes		0.48% PIK	12/2029	825	825	825	0.1	%
Kaseya Inc. (14)(22)(23)	First lien senior secured loan	S +	5.75%	06/2029	535	525	530	—	%
Kaseya Inc. (19)(22)(23)(32)	First lien senior secured delayed draw term loan	S +	5.75%	06/2024	—	—	—	—	%
Kaseya Inc. (16)(22)(23)(32)	First lien senior secured revolving loan	S +	5.75%	06/2029	—	(1)	—	—	%
KPSKY Acquisition, Inc. (dba BluSky) (6)(22)(23)	First lien senior secured loan	L +	5.50%	10/2028	988	971	963	0.1	%
					79,894	72,695	69,255	5.3	%
Chemicals
Aruba Investments Holdings LLC (dba Angus Chemical Company) (6)(23)	Second lien senior secured loan	L +	7.75%	11/2028	22,500	22,232	22,162	1.6	%
Douglas Products and Packaging Company LLC (13)(23)	First lien senior secured loan	S +	7.00%	06/2025	3,418	3,384	3,383	0.2	%
Douglas Products and Packaging Company LLC (16)(22)(23)(32)	First lien senior secured revolving loan	S +	7.00%	06/2025	—	(4)	(4)	—	%
Gaylord Chemical Company, L.L.C. (7)(23)	First lien senior secured loan	L +	6.50%	03/2027	29,859	29,634	29,859	2.3	%
Gaylord Chemical Company, L.L.C. (16)(22)(23)(32)	First lien senior secured revolving loan	L +	6.50%	03/2026	—	(17)	—	—	%
Velocity HoldCo III Inc. (dba VelocityEHS) (8)(22)(23)	First lien senior secured loan	L +	5.75%	04/2027	6,040	5,937	6,040	0.5	%
Velocity HoldCo III Inc. (dba VelocityEHS) (6)(22)(23)(32)	First lien senior secured revolving loan	L +	5.75%	04/2026	74	68	74	—	%
					61,891	61,234	61,514	4.6	%
Consumer products
Conair Holdings, LLC (7)(23)	Second lien senior secured loan	L +	7.50%	05/2029	45,000	44,381	40,950	3.1	%
Feradyne Outdoors, LLC (13)(22)(23)	First lien senior secured loan	S +	6.25%	02/2024	745	744	734	0.1	%
Foundation Consumer Brands, LLC (7)(22)(23)	First lien senior secured loan	L +	5.50%	02/2027	864	864	862	0.1	%
Lignetics Investment Corp. (7)(23)	First lien senior secured loan	L +	6.00%	11/2027	9,706	9,604	9,512	0.7	%
Lignetics Investment Corp. (16)(19)(22)(23)(32)	First lien senior secured delayed draw term loan	L +	6.00%	11/2023	—	(12)	(25)	—	%
Lignetics Investment Corp. (6)(22)(23)(32)	First lien senior secured revolving loan	L +	6.00%	10/2026	882	868	853	0.1	%
SWK BUYER, Inc. (dba Stonewall Kitchen) (15)(22)(23)	First lien senior secured loan	S +	5.25%	03/2029	751	737	728	0.1	%
SWK BUYER, Inc. (dba Stonewall Kitchen) (16)(19)(22)(23)(32)	First lien senior secured delayed draw term loan	S +	5.25%	03/2024	—	(2)	(4)	—	%
SWK BUYER, Inc. (dba Stonewall Kitchen) (13)(22)(23)(32)	First lien senior secured revolving loan	S +	5.25%	03/2029	25	23	22	—	%
WU Holdco, Inc. (dba Weiman Products, LLC) (7)(23)	First lien senior secured loan	L +	5.50%	03/2026	46,262	45,735	45,105	3.4	%
WU Holdco, Inc. (dba Weiman Products, LLC) (7)(22)(23)(32)	First lien senior secured revolving loan	L +	5.50%	03/2025	1,831	1,800	1,743	0.1	%
					106,066	104,742	100,480	7.7	%

Blue Owl Capital Corporation II

Consolidated Schedule of Investments (continued)

As of December 31, 2022

(Amounts in thousands, except share amounts)


Company(1)(2)(3)(21)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(4)(29)	Fair Value	Percentage of Net Assets
Containers and packaging
Ascend Buyer, LLC (dba PPC Flexible Packaging) (13)(22)(23)	First lien senior secured loan	S +	6.25%	10/2028	765	758	759	0.1	%
Ascend Buyer, LLC (dba PPC Flexible Packaging) (16)(22)(23)(32)	First lien senior secured revolving loan	S +	6.25%	09/2027	—	(1)	(1)	—	%
Fortis Solutions Group, LLC (7)(22)(23)	First lien senior secured loan	L +	5.50%	10/2028	899	884	875	0.1	%
Fortis Solutions Group, LLC (19)(22)(23)(32)	First lien senior secured delayed draw term loan	L +	5.50%	10/2023	—	—	—	—	%
Fortis Solutions Group, LLC (8)(22)(23)(32)	First lien senior secured revolving loan	L +	5.50%	10/2027	12	11	10	—	%
Indigo Buyer, Inc. (dba Inovar Packaging Group) (14)(22)(23)	First lien senior secured loan	S +	5.75%	05/2028	647	641	647	—	%
Indigo Buyer, Inc. (dba Inovar Packaging Group) (19)(22)(23)(32)	First lien senior secured delayed draw term loan	S +	5.75%	05/2024	—	—	—	—	%
Indigo Buyer, Inc. (dba Inovar Packaging Group) (14)(22)(23)(32)	First lien senior secured revolving loan	S +	5.75%	05/2028	17	16	17	—	%
Pregis Topco LLC (6)(23)	Second lien senior secured loan	L +	7.06%	08/2029	30,000	29,562	29,695	2.3	%
					32,340	31,871	32,002	2.5	%
Distribution
ABB/Con-cise Optical Group LLC (8)(22)(23)	First lien senior secured loan	L +	7.50%	02/2028	899	887	897	0.1	%
ABB/Con-cise Optical Group LLC (8)(22)(23)(32)	First lien senior secured revolving loan	L +	7.50%	02/2028	90	88	89	—	%
Aramsco, Inc. (6)(23)	First lien senior secured loan	L +	5.25%	08/2024	10,195	10,124	10,170	0.8	%
Aramsco, Inc. (6)(22)(23)(32)	First lien senior secured revolving loan	L +	5.25%	08/2024	209	201	206	—	%
Endries Acquisition, Inc. (14)(23)	First lien senior secured loan	S +	6.25%	12/2025	26,401	26,179	26,401	2.0	%
BradyIFS Holdings, LLC (fka Individual Foodservice Holdings, LLC) (14)(23)	First lien senior secured loan	S +	6.25%	11/2025	30,335	30,014	30,259	2.3	%
BradyIFS Holdings, LLC (fka Individual Foodservice Holdings, LLC) (16)(22)(23)(32)	First lien senior secured revolving loan	S +	6.25%	11/2024	—	(37)	(11)	—	%
Offen, Inc. (6)(23)	First lien senior secured loan	L +	5.00%	06/2026	4,674	4,649	4,674	0.4	%
					72,803	72,105	72,685	5.6	%
Education
Learning Care Group (US) No. 2 Inc. (7)(23)	Second lien senior secured loan	L +	7.50%	03/2026	5,393	5,345	5,164	0.4	%
Pluralsight, LLC (7)(23)	First lien senior secured loan	L +	8.00%	04/2027	20,640	20,440	20,331	1.6	%
Pluralsight, LLC (6)(22)(23)(32)	First lien senior secured revolving loan	L +	8.00%	04/2027	647	634	628	—	%
					26,680	26,419	26,123	2.0	%
Financial services
AxiomSL Group, Inc. (6)(23)	First lien senior secured loan	L +	5.75%	12/2027	43,020	42,630	42,374	3.3	%
AxiomSL Group, Inc. (16)(19)(22)(23)(32)	First lien senior secured delayed draw term loan	L +	5.75%	07/2023	—	(9)	(11)	—	%
AxiomSL Group, Inc. (16)(22)(23)(32)	First lien senior secured revolving loan	L +	5.75%	12/2025	—	(26)	(52)	—	%
Blackhawk Network Holdings, Inc. (7)(23)	Second lien senior secured loan	L +	7.00%	06/2026	18,777	18,697	18,683	1.4	%
Muine Gall, LLC (8)(20)(22)(23)	First lien senior secured loan	L +	7.00% PIK	09/2024	55,637	55,956	54,246	4.2	%
NMI Acquisitionco, Inc. (dba Network Merchants) (6)(23)	First lien senior secured loan	L +	5.75%	09/2025	3,308	3,293	3,267	0.3	%
NMI Acquisitionco, Inc. (dba Network Merchants) (6)(19)(22)(23)(32)	First lien senior secured delayed draw term loan	L +	5.75%	10/2023	782	772	771	0.1	%

Blue Owl Capital Corporation II

Consolidated Schedule of Investments (continued)

As of December 31, 2022

(Amounts in thousands, except share amounts)


Company(1)(2)(3)(21)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(4)(29)	Fair Value	Percentage of Net Assets
NMI Acquisitionco, Inc. (dba Network Merchants) (16)(22)(23)(32)	First lien senior secured revolving loan	L +	5.75%	09/2025	—	(2)	(3)	—	%
Smarsh Inc. (15)(22)(23)	First lien senior secured loan	S +	6.50%	02/2029	762	755	754	0.1	%
Smarsh Inc. (15)(19)(22)(23)(32)	First lien senior secured delayed draw term loan	S +	6.50%	02/2024	95	93	94	—	%
Smarsh Inc. (22)(23)(32)	First lien senior secured revolving loan	S +	6.50%	02/2029	—	—	—	—	%
					122,381	122,159	120,123	9.4	%
Food and beverage
Balrog Acquisition, Inc. (dba Bakemark) (7)(22)(23)	Second lien senior secured loan	L +	7.00%	09/2029	5,000	4,963	4,950	0.4	%
BP Veraison Buyer, LLC (dba Sun World) (7)(23)	First lien senior secured loan	L +	5.50%	05/2027	14,376	14,240	14,268	1.1	%
BP Veraison Buyer, LLC (dba Sun World) (16)(19)(22)(23)(32)	First lien senior secured delayed draw term loan	L +	5.50%	05/2023	—	(6)	—	—	%
BP Veraison Buyer, LLC (dba Sun World) (16)(22)(23)(32)	First lien senior secured revolving loan	L +	5.50%	05/2027	—	(17)	(14)	—	%
H-Food Holdings, LLC (6)(18)(23)	First lien senior secured loan	L +	4.00%	05/2025	1	1	1	—	%
H-Food Holdings, LLC (6)(23)	Second lien senior secured loan	L +	7.00%	03/2026	18,200	17,979	15,697	1.1	%
Hissho Sushi Merger Sub, LLC (14)(22)(23)	First lien senior secured loan	S +	5.75%	05/2028	901	893	899	0.1	%
Hissho Sushi Merger Sub, LLC (14)(22)(23)(32)	First lien senior secured revolving loan	S +	5.75%	05/2028	14	13	14	—	%
Hometown Food Company (6)(23)	First lien senior secured loan	L +	5.00%	08/2023	1,618	1,613	1,618	0.1	%
Hometown Food Company (6)(22)(23)(32)	First lien senior secured revolving loan	L +	5.00%	08/2023	94	93	94	—	%
Innovation Ventures HoldCo, LLC (dba 5 Hour Energy) (13)(22)(23)	First lien senior secured loan	S +	6.25%	03/2027	1,000	984	980	0.1	%
Nellson Nutraceutical, LLC (13)(23)	First lien senior secured loan	S +	5.75%	12/2025	25,982	25,643	25,527	2.0	%
Nutraceutical International Corporation (6)(23)	First lien senior secured loan	L +	7.00%	09/2026	32,343	32,016	29,432	2.3	%
Nutraceutical International Corporation (6)(22)(23)	First lien senior secured revolving loan	L +	7.00%	09/2025	2,353	2,334	2,141	0.2	%
Sara Lee Frozen Bakery, LLC (fka KSLB Holdings, LLC) (7)(23)	First lien senior secured loan	L +	4.50%	07/2025	4,836	4,796	4,521	0.3	%
Sara Lee Frozen Bakery, LLC (fka KSLB Holdings, LLC) (7)(22)(23)(32)	First lien senior secured revolving loan	L +	4.50%	07/2023	780	777	715	0.1	%
Shearer's Foods, LLC (6)(23)	Second lien senior secured loan	L +	7.75%	09/2028	48,000	47,629	47,760	3.7	%
Ultimate Baked Goods Midco, LLC (6)(23)	First lien senior secured loan	L +	6.50%	08/2027	16,335	16,004	15,845	1.2	%
Ultimate Baked Goods Midco, LLC (6)(22)(23)(32)	First lien senior secured revolving loan	L +	6.50%	08/2027	525	487	465	—	%
					172,358	170,442	164,913	12.7	%
Healthcare equipment and services
Confluent Medical Technologies, Inc. (14)(22)(23)	Second lien senior secured loan	S +	6.50%	02/2030	1,000	982	947	0.1	%
CSC MKG Topco LLC (dba Medical Knowledge Group) (6)(22)(23)	First lien senior secured loan	L +	5.75%	02/2029	850	834	831	0.1	%
Nelipak Holding Company (7)(23)	First lien senior secured USD term loan	L +	4.25%	07/2026	273	270	271	—	%
Nelipak Holding Company (7)(22)(23)(32)	First lien senior secured USD revolving loan	L +	4.25%	07/2024	128	123	121	—	%
Nelipak Holding Company (11)(22)(23)(32)	First lien senior secured EUR revolving loan	E +	4.50%	07/2024	307	300	301	—	%

Blue Owl Capital Corporation II

Consolidated Schedule of Investments (continued)

As of December 31, 2022

(Amounts in thousands, except share amounts)


Company(1)(2)(3)(21)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(4)(29)	Fair Value	Percentage of Net Assets
Nelipak Holding Company (7)(23)	Second lien senior secured USD term loan	L +	8.25%	07/2027	7,994	7,916	7,934	0.6	%
Nelipak Holding Company (12)(22)(23)	Second lien senior secured EUR term loan	E +	8.50%	07/2027	7,653	7,946	7,557	0.6	%
Packaging Coordinators Midco, Inc. (7)(23)	Second lien senior secured loan	L +	7.00%	12/2029	37,269	36,646	35,219	2.7	%
Patriot Acquisition TopCo S.A.R.L (dba Corza Health, Inc.) (14)(20)(23)	First lien senior secured loan	S +	6.75%	01/2028	25,521	25,188	25,202	1.9	%
Patriot Acquisition TopCo S.A.R.L (dba Corza Health, Inc.) (14)(20)(22)(23)(32)	First lien senior secured revolving loan	S +	6.75%	01/2026	569	535	536	—	%
Rhea Parent, Inc. (14)(22)(23)	First lien senior secured loan	S +	5.75%	02/2029	770	756	753	0.1	%
					82,334	81,496	79,672	6.1	%
Healthcare providers and services
Diagnostic Services Holdings, Inc. (dba Rayus Radiology) (6)(22)(23)	First lien senior secured loan	L +	5.50%	03/2025	998	998	988	0.1	%
National Dentex Labs LLC (fka Barracuda Dental LLC) (7)(23)	First lien senior secured loan	L +	8.00% (3.00% PIK)	10/2025	19,439	19,247	18,953	1.5	%
National Dentex Labs LLC (fka Barracuda Dental LLC) (7)(22)(23)(32)	First lien senior secured revolving loan	L +	7.00%	10/2025	1,686	1,660	1,643	0.1	%
Natural Partners, LLC (8)(20)(22)(23)	First lien senior secured loan	L +	6.00%	11/2027	924	908	906	0.1	%
Natural Partners, LLC (16)(20)(22)(23)(32)	First lien senior secured revolving loan	L +	6.00%	11/2027	—	(1)	(1)	—	%
OB Hospitalist Group, Inc. (7)(22)(23)	First lien senior secured loan	L +	5.50%	09/2027	18,448	18,144	18,217	1.4	%
OB Hospitalist Group, Inc. (7)(22)(23)(32)	First lien senior secured revolving loan	L +	5.50%	09/2027	1,016	970	979	0.1	%
Ex Vivo Parent Inc. (dba OB Hospitalist) (7)(22)(23)	First lien senior secured loan	L +	9.50%	09/2028	11,184	10,989	10,933	0.8	%
Pacific BidCo Inc. (14)(20)(22)(23)	First lien senior secured loan	S +	5.75%	08/2029	1,718	1,677	1,679	0.1	%
Pacific BidCo Inc. (16)(19)(20)(22)(23)(32)	First lien senior secured delayed draw term loan	S +	5.75%	08/2025	—	(2)	(2)	—	%
Parexel International, Inc. (dba Parexel) (6)(22)(23)	Second lien senior secured loan	L +	6.50%	11/2029	35,000	34,687	34,300	2.6	%
Plasma Buyer LLC (dba PathGroup) (13)(22)(23)	First lien senior secured loan	S +	5.75%	05/2029	679	666	667	0.1	%
Plasma Buyer LLC (dba PathGroup) (16)(19)(22)(23)(32)	First lien senior secured delayed draw term loan	S +	5.75%	05/2024	—	(2)	(1)	—	%
Plasma Buyer LLC (dba PathGroup) (16)(22)(23)(32)	First lien senior secured revolving loan	S +	5.75%	05/2028	—	(1)	(1)	—	%
Premier Imaging, LLC (dba LucidHealth) (6)(23)	First lien senior secured loan	L +	5.75%	01/2025	7,588	7,529	7,493	0.6	%
Quva Pharma, Inc. (7)(23)	First lien senior secured loan	L +	5.50%	04/2028	11,671	11,391	11,437	0.9	%
Quva Pharma, Inc. (7)(22)(23)(32)	First lien senior secured revolving loan	L +	5.50%	04/2026	567	544	544	—	%
Tivity Health, Inc. (14)(22)(23)	First lien senior secured loan	S +	6.00%	06/2029	998	974	982	0.1	%
Unified Women's Healthcare, LP (13)(22)(23)	First lien senior secured loan	S +	5.25%	06/2029	878	872	878	0.1	%
Unified Women's Healthcare, LP (19)(22)(23)(32)	First lien senior secured delayed draw term loan	S +	5.25%	06/2024	—	—	—	—	%
Unified Women's Healthcare, LP (16)(22)(23)(32)	First lien senior secured revolving loan	S +	5.25%	06/2029	—	(1)	—	—	%
Vermont Aus Pty Ltd (14)(20)(22)(23)	First lien senior secured loan	S +	5.50%	03/2028	993	970	968	0.1	%
					113,787	112,219	111,562	8.7	%

Blue Owl Capital Corporation II

Consolidated Schedule of Investments (continued)

As of December 31, 2022

(Amounts in thousands, except share amounts)


Company(1)(2)(3)(21)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(4)(29)	Fair Value	Percentage of Net Assets
Healthcare technology
BCPE Osprey Buyer, Inc. (dba PartsSource) (7)(22)(23)	First lien senior secured loan	L +	5.75%	08/2028	597	589	584	—	%
BCPE Osprey Buyer, Inc. (dba PartsSource) (16)(19)(22)(23)(32)	First lien senior secured delayed draw term loan	L +	5.75%	08/2023	—	(2)	(4)	—	%
BCPE Osprey Buyer, Inc. (dba PartsSource) (16)(22)(23)(32)	First lien senior secured revolving loan	L +	5.75%	08/2026	—	(1)	(1)	—	%
Bracket Intermediate Holding Corp. (7)(22)(23)	First lien senior secured loan	L +	4.25%	09/2025	73	70	70	—	%
Bracket Intermediate Holding Corp. (7)(23)	Second lien senior secured loan	L +	8.13%	09/2026	3,750	3,708	3,600	0.3	%
GI Ranger Intermediate, LLC (dba Rectangle Health) (14)(22)(23)	First lien senior secured loan	S +	6.00%	10/2028	917	901	894	0.1	%
GI Ranger Intermediate, LLC (dba Rectangle Health) (14)(22)(23)(32)	First lien senior secured revolving loan	S +	6.00%	10/2027	7	6	6	—	%
Imprivata, Inc. (13)(22)(23)	Second lien senior secured loan	S +	6.25%	12/2028	882	874	860	0.1	%
Intelerad Medical Systems Incorporated (fka 11849573 Canada Inc.) (14)(20)(23)	First lien senior secured loan	S +	6.50%	08/2026	39,264	38,935	39,068	3.0	%
Intelerad Medical Systems Incorporated (fka 11849573 Canada Inc.) (13)(20)(22)(23)	First lien senior secured revolving loan	S +	6.50%	08/2026	1,530	1,520	1,522	0.1	%
Interoperability Bidco, Inc. (dba Lyniate) (14)(22)(23)	First lien senior secured loan	S +	7.00%	12/2026	14,240	14,162	14,133	1.1	%
Interoperability Bidco, Inc. (dba Lyniate) (7)(22)(23)(32)	First lien senior secured revolving loan	L +	7.00%	12/2024	326	323	321	—	%
RL Datix Holdings (USA), Inc. (15)(20)(22)(23)	First lien senior secured USD term loan	S +	4.50%	04/2025	10,000	9,831	9,825	0.8	%
RL Datix Holdings (USA), Inc. (15)(20)(22)(23)	Second lien senior secured USD term loan	S +	7.75%	04/2026	5,000	4,915	4,925	0.4	%
Datix Bidco Limited (dba RLDatix) (10)(20)(22)(23)	First lien senior secured GBP term loan	SA +	4.50%	04/2025	767	865	753	0.1	%
Datix Bidco Limited (dba RLDatix) (10)(20)(22)(23)	Second lien senior secured GBP term loan	SA +	7.75%	04/2026	2,005	2,257	1,975	0.2	%
Ocala Bidco, Inc. (7)(23)	First lien senior secured loan	L +	6.25% (2.75% PIK)	11/2028	33,234	32,536	32,403	2.5	%
Ocala Bidco, Inc. (16)(19)(22)(23)(32)	First lien senior secured delayed draw term loan	L +	5.75%	05/2024	—	(47)	(56)	—	%
Ocala Bidco, Inc. (7)(22)(23)	Second lien senior secured loan	L +	10.50% PIK	11/2033	22,535	22,153	22,197	1.7	%
					135,127	133,595	133,075	10.4	%
Household products
Aptive Environmental, LLC (22)(23)(25)	First lien senior secured loan		12.00% (6.00% PIK)	01/2026	3,057	2,564	2,751	0.2	%
HGH Purchaser, Inc. (dba Horizon Services) (7)(23)	First lien senior secured loan	L +	6.00%	11/2025	26,782	26,537	26,514	2.0	%
HGH Purchaser, Inc. (dba Horizon Services) (13)(19)(22)(23)(32)	First lien senior secured delayed draw term loan	S +	6.50%	11/2023	7,204	7,154	7,130	0.5	%
HGH Purchaser, Inc. (dba Horizon Services) (13)(22)(23)(32)	First lien senior secured revolving loan	S +	6.50%	11/2025	2,243	2,216	2,206	0.2	%
Mario Purchaser, LLC (dba Len the Plumber) (13)(22)(23)	First lien senior secured loan	S +	5.75%	04/2029	522	512	516	—	%
Mario Purchaser, LLC (dba Len the Plumber) (13)(19)(22)(23)(32)	First lien senior secured delayed draw term loan	S +	5.75%	04/2024	81	78	80	—	%
Mario Purchaser, LLC (dba Len the Plumber) (16)(22)(23)(32)	First lien senior secured revolving loan	S +	5.75%	04/2028	—	(1)	(1)	—	%
Mario Midco Holdings, Inc. (dba Len the Plumber) (13)(22)(23)	Unsecured facility	S +	10.75% PIK	04/2032	163	159	161	—	%

Blue Owl Capital Corporation II

Consolidated Schedule of Investments (continued)

As of December 31, 2022

(Amounts in thousands, except share amounts)


Company(1)(2)(3)(21)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(4)(29)	Fair Value	Percentage of Net Assets
SimpliSafe Holding Corporation (13)(22)(23)	First lien senior secured loan	S +	6.25%	05/2028	819	804	809	0.1	%
SimpliSafe Holding Corporation (16)(19)(22)(23)(32)	First lien senior secured delayed draw term loan	S +	6.25%	05/2024	—	(1)	—	—	%
Walker Edison Furniture Company LLC (7)(22)(23)(28)	First lien senior secured loan	L +	8.75% (3.00% PIK)	03/2027	17,233	16,631	8,789	0.7	%
					58,104	56,653	48,955	3.7	%
Human resource support services
Cornerstone OnDemand, Inc. (6)(22)(23)	Second lien senior secured loan	L +	6.50%	10/2029	16,667	16,445	16,000	1.2	%
IG Investments Holdings, LLC (dba Insight Global) (6)(22)(23)	First lien senior secured loan	L +	6.00%	09/2028	9,161	9,005	9,047	0.7	%
IG Investments Holdings, LLC (dba Insight Global) (6)(22)(23)(32)	First lien senior secured revolving loan	L +	6.00%	09/2027	289	278	280	—	%
					26,117	25,728	25,327	1.9	%
Infrastructure and environmental services
LineStar Integrity Services LLC (8)(23)	First lien senior secured loan	L +	7.25%	12/2026	9,177	9,202	8,672	0.7	%
Tamarack Intermediate, L.L.C. (dba Verisk 3E) (15)(22)(23)	First lien senior secured loan	S +	5.75%	03/2028	682	670	668	0.1	%
Tamarack Intermediate, L.L.C. (dba Verisk 3E) (13)(22)(23)(32)	First lien senior secured revolving loan	S +	5.75%	03/2028	20	18	18	—	%
					9,879	9,890	9,358	0.8	%
Insurance
Alera Group, Inc. (13)(23)	First lien senior secured loan	S +	6.00%	10/2028	7,370	7,229	7,315	0.6	%
Ardonagh Midco 2 PLC (18)(20)(22)(23)(25)	Unsecured notes		11.50%	01/2027	602	599	569	—	%
Ardonagh Midco 3 PLC (10)(20)(22)(23)	First lien senior secured GBP term loan	SA +	7.00%	07/2026	5,604	5,763	5,604	0.4	%
Ardonagh Midco 3 PLC (12)(20)(22)(23)	First lien senior secured EUR term loan	E +	7.00%	07/2026	524	541	523	—	%
Ardonagh Midco 3 PLC (8)(20)(22)(23)	First lien senior secured USD term loan	L +	5.75%	07/2026	1,440	1,418	1,429	0.1	%
Ardonagh Midco 3 PLC (11)(20)(22)(23)	First lien senior secured GBP delayed draw term loan	E +	5.75%	07/2026	527	593	523	—	%
Brightway Holdings, LLC (6)(22)(23)	First lien senior secured loan	L +	6.50%	12/2027	4,440	4,393	4,351	0.3	%
Brightway Holdings, LLC (16)(22)(23)(32)	First lien senior secured revolving loan	L +	6.50%	12/2027	—	(5)	(11)	—	%
Evolution BuyerCo, Inc. (dba SIAA) (14)(23)	First lien senior secured loan	S +	6.25%	04/2028	29,505	29,166	29,063	2.2	%
Evolution BuyerCo, Inc. (dba SIAA) (16)(22)(23)(32)	First lien senior secured revolving loan	S +	6.25%	04/2027	—	(23)	(33)	—	%
Integrity Marketing Acquisition, LLC (8)(23)	First lien senior secured loan	L +	5.75%	08/2025	27,288	27,063	27,220	2.1	%
Integrity Marketing Acquisition, LLC (16)(22)(23)(32)	First lien senior secured revolving loan	L +	5.75%	08/2025	—	(12)	(5)	—	%
Norvax, LLC (dba GoHealth) (7)(23)	First lien senior secured loan	L +	7.50%	09/2025	17,020	16,646	16,764	1.3	%
Norvax, LLC (dba GoHealth) (16)(22)(23)(32)	First lien senior secured revolving loan	L +	6.50%	09/2024	—	(14)	(41)	—	%
Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services) (8)(23)	First lien senior secured loan	L +	6.00%	11/2028	22,653	22,465	22,597	1.7	%
Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services) (16)(22)(23)(32)	First lien senior secured revolving loan	L +	6.00%	11/2027	—	(8)	(3)	—	%
PCF Midco II, LLC (dba PCF Insurance Services) (22)(23)(25)	First lien senior secured loan		9.00% PIK	10/2031	23,791	21,901	21,412	1.7	%

Blue Owl Capital Corporation II

Consolidated Schedule of Investments (continued)

As of December 31, 2022

(Amounts in thousands, except share amounts)


Company(1)(2)(3)(21)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(4)(29)	Fair Value	Percentage of Net Assets
Tempo Buyer Corp. (dba Global Claims Services) (7)(22)(23)	First lien senior secured loan	L +	5.50%	08/2028	695	684	678	0.1	%
Tempo Buyer Corp. (dba Global Claims Services) (16)(19)(22)(23)(32)	First lien senior secured delayed draw term loan	L +	5.50%	08/2023	—	(2)	(3)	—	%
Tempo Buyer Corp. (dba Global Claims Services) (9)(22)(23)(32)	First lien senior secured revolving loan	P +	4.50%	08/2027	8	6	5	—	%
THG Acquisition, LLC (dba Hilb) (6)(23)	First lien senior secured loan	L +	5.75%	12/2026	24,915	24,531	24,603	1.9	%
THG Acquisition, LLC (dba Hilb) (16)(22)(23)(32)	First lien senior secured revolving loan	L +	5.75%	12/2025	—	(23)	(23)	—	%
USRP Holdings, Inc. (dba U.S. Retirement and Benefits Partners) (7)(22)(23)	First lien senior secured loan	L +	5.50%	07/2027	1,668	1,641	1,635	0.1	%
USRP Holdings, Inc. (dba U.S. Retirement and Benefits Partners) (16)(22)(23)(32)	First lien senior secured revolving loan	L +	5.50%	07/2027	—	(3)	(4)	—	%
KUSRP Intermediate, Inc. (dba U.S. Retirement and Benefits Partners) (8)(22)(23)	First lien senior secured loan	L +	9.50% PIK	07/2028	1,505	1,483	1,487	0.1	%
					169,555	166,032	165,655	12.6	%
Internet software and services
3ES Innovation Inc. (dba Aucerna) (7)(20)(23)	First lien senior secured loan	L +	6.50%	05/2025	10,700	10,631	10,647	0.8	%
3ES Innovation Inc. (dba Aucerna) (7)(20)(22)(23)(32)	First lien senior secured revolving loan	L +	6.50%	05/2025	300	297	297	—	%
Anaplan, Inc. (13)(23)	First lien senior secured loan	S +	6.50%	06/2029	13,508	13,381	13,474	1.0	%
Anaplan, Inc. (16)(22)(23)(32)	First lien senior secured revolving loan	S +	6.50%	06/2028	—	(9)	(2)	—	%
Apptio, Inc. (7)(22)(23)	First lien senior secured loan	L +	6.00%	01/2025	7,364	7,305	7,364	0.6	%
Apptio, Inc. (7)(22)(23)(32)	First lien senior secured revolving loan	L +	6.00%	01/2025	294	291	294	—	%
Bayshore Intermediate #2, L.P. (dba Boomi) (6)(22)(23)	First lien senior secured loan	L +	7.75% PIK	10/2028	16,640	16,352	16,307	1.2	%
Bayshore Intermediate #2, L.P. (dba Boomi) (6)(22)(23)(32)	First lien senior secured revolving loan	L +	6.75%	10/2027	413	391	389	—	%
BCPE Nucleon (DE) SPV, LP (8)(20)(22)(23)	First lien senior secured loan	L +	7.00%	09/2026	35,556	35,182	35,467	2.7	%
BCTO BSI Buyer, Inc. (dba Buildertrend) (14)(22)(23)	First lien senior secured loan	S +	8.00% PIK	12/2026	10,058	9,978	10,058	0.8	%
BCTO BSI Buyer, Inc. (dba Buildertrend) (16)(22)(23)(32)	First lien senior secured revolving loan	S +	8.00%	12/2026	—	(16)	—	—	%
Centrify Corporation (7)(22)(23)	First lien senior secured loan	L +	6.00%	03/2028	13,072	12,814	12,908	1.0	%
Centrify Corporation (7)(22)(23)	First lien senior secured revolving loan	L +	6.00%	03/2027	1,345	1,318	1,329	0.1	%
CivicPlus, LLC (7)(22)(23)	First lien senior secured loan	L +	6.75% (2.50% PIK)	08/2027	2,475	2,453	2,469	0.2	%
CivicPlus, LLC (16)(22)(23)(32)	First lien senior secured revolving loan	L +	6.25%	08/2027	—	(2)	(1)	—	%
CP PIK DEBT ISSUER, LLC (dba CivicPlus, LLC) (15)(22)(23)	Unsecured notes	S +	11.75% PIK	06/2034	454	442	448	—	%
Delta TopCo, Inc. (dba Infoblox, Inc.) (14)(23)	Second lien senior secured loan	S +	7.25%	12/2028	40,000	39,843	37,200	2.9	%
EET Buyer, Inc. (dba e-Emphasys) (8)(22)(23)	First lien senior secured loan	L +	5.25%	11/2027	902	895	902	0.1	%
EET Buyer, Inc. (dba e-Emphasys) (16)(22)(23)(32)	First lien senior secured revolving loan	L +	5.25%	11/2027	—	(1)	—	—	%
Forescout Technologies, Inc. (7)(22)(23)	First lien senior secured loan	L +	9.28% PIK	08/2026	13,977	13,851	13,947	1.1	%
Forescout Technologies, Inc. (16)(19)(22)(23)(32)	First lien senior secured delayed draw term loan	L +	8.00%	07/2024	—	(30)	—	—	%
Forescout Technologies, Inc. (16)(22)(23)(32)	First lien senior secured revolving loan	L +	8.50%	08/2025	—	(6)	—	—	%

Blue Owl Capital Corporation II

Consolidated Schedule of Investments (continued)

As of December 31, 2022

(Amounts in thousands, except share amounts)


Company(1)(2)(3)(21)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(4)(29)	Fair Value	Percentage of Net Assets
Genesis Acquisition Co. (dba Procare Software) (8)(23)	First lien senior secured loan	L +	3.75%	07/2024	1,994	1,982	1,954	0.2	%
Genesis Acquisition Co. (dba Procare Software) (8)(22)(23)	First lien senior secured revolving loan	L +	3.75%	07/2024	293	291	287	—	%
GovBrands Intermediate, Inc. (7)(22)(23)	First lien senior secured loan	L +	5.50%	08/2027	2,459	2,410	2,348	0.2	%
GovBrands Intermediate, Inc. (7)(19)(22)(23)(32)	First lien senior secured delayed draw term loan	L +	5.50%	08/2023	555	541	521	—	%
GovBrands Intermediate, Inc. (7)(22)(23)(32)	First lien senior secured revolving loan	L +	5.50%	08/2027	166	163	158	—	%
H&F Opportunities LUX III S.À R.L (dba Checkmarx) (6)(20)(22)(23)	First lien senior secured loan	L +	7.50%	04/2026	14,544	14,278	14,544	1.1	%
H&F Opportunities LUX III S.À R.L (dba Checkmarx) (16)(20)(22)(23)(32)	First lien senior secured revolving loan	L +	7.50%	04/2026	—	(75)	—	—	%
Hyland Software, Inc. (6)(22)(23)	Second lien senior secured loan	L +	6.25%	07/2025	12,145	12,137	11,477	0.9	%
Litera Bidco LLC (13)(23)	First lien senior secured loan	S +	5.91%	05/2026	26,179	25,947	26,131	2.0	%
Litera Bidco LLC (7)(22)(23)(32)	First lien senior secured revolving loan	L +	5.75%	05/2026	278	273	273	—	%
MessageBird BidCo B.V. (6)(20)(23)	First lien senior secured loan	L +	6.75%	05/2027	16,000	15,727	15,640	1.2	%
MINDBODY, Inc. (7)(23)	First lien senior secured loan	L +	7.00%	02/2025	11,936	11,882	11,936	0.9	%
MINDBODY, Inc. (16)(22)(23)(32)	First lien senior secured revolving loan	L +	7.00%	02/2025	—	(4)	—	—	%
Ministry Brands Holdings, LLC (6)(22)(23)	First lien senior secured loan	L +	5.50%	12/2028	701	688	683	0.1	%
Ministry Brands Holdings, LLC (16)(19)(22)(23)(32)	First lien senior secured delayed draw term loan	L +	5.50%	12/2023	—	(2)	(3)	—	%
Ministry Brands Holdings, LLC (6)(22)(23)(32)	First lien senior secured revolving loan	L +	5.50%	12/2027	34	33	32	—	%
Proofpoint, Inc. (7)(22)(23)	Second lien senior secured loan	L +	6.25%	08/2029	4,900	4,879	4,692	0.4	%
QAD, Inc. (6)(22)(23)	First lien senior secured loan	L +	6.00%	11/2027	4,395	4,321	4,285	0.3	%
QAD, Inc. (16)(22)(23)(32)	First lien senior secured revolving loan	L +	6.00%	11/2027	—	(9)	(14)	—	%
Securonix, Inc. (14)(22)(23)	First lien senior secured loan	S +	6.50%	04/2028	847	840	839	0.1	%
Securonix, Inc. (16)(22)(23)(32)	First lien senior secured revolving loan	S +	6.50%	04/2028	—	(1)	(2)	—	%
Tahoe Finco, LLC (6)(20)(22)(23)	First lien senior secured loan	L +	6.00%	09/2028	23,256	23,056	22,849	1.8	%
Tahoe Finco, LLC (16)(20)(22)(23)(32)	First lien senior secured revolving loan	L +	6.00%	10/2027	—	(14)	(31)	—	%
Thunder Purchaser, Inc. (dba Vector Solutions) (7)(23)	First lien senior secured loan	L +	5.75%	06/2028	13,733	13,620	13,458	1.0	%
Thunder Purchaser, Inc. (dba Vector Solutions) (7)(19)(22)(23)(32)	First lien senior secured delayed draw term loan	L +	5.75%	08/2023	841	833	809	0.1	%
Thunder Purchaser, Inc. (dba Vector Solutions) (7)(22)(23)(32)	First lien senior secured revolving loan	L +	5.75%	06/2027	282	276	265	—	%
When I Work, Inc. (7)(22)(23)	First lien senior secured loan	L +	7.00% PIK	11/2027	803	797	787	0.1	%
When I Work, Inc. (16)(22)(23)(32)	First lien senior secured revolving loan	L +	6.00%	11/2027	—	(1)	(3)	—	%
					303,399	300,228	297,412	22.9	%
Leisure and entertainment
Troon Golf, L.L.C. (8)(23)	First lien senior secured loan	L +	5.75%	08/2027	60,718	60,474	60,718	4.7	%
Troon Golf, L.L.C. (16)(22)(23)(32)	First lien senior secured revolving loan	L +	5.75%	08/2026	—	(17)	—	—	%
					60,718	60,457	60,718	4.7	%

Blue Owl Capital Corporation II

Consolidated Schedule of Investments (continued)

As of December 31, 2022

(Amounts in thousands, except share amounts)


Company(1)(2)(3)(21)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(4)(29)	Fair Value	Percentage of Net Assets
Manufacturing
BCPE Watson (DE) ORML, LP (15)(20)(22)(23)	First lien senior secured loan	S +	6.50%	07/2028	1,000	991	990	0.1	%
Gloves Buyer, Inc. (dba Protective Industrial Products) (6)(22)(23)	Second lien senior secured loan	L +	8.25%	12/2028	6,300	6,172	6,205	0.4	%
Ideal Tridon Holdings, Inc. (7)(23)	First lien senior secured loan	L +	5.25%	07/2024	13,467	13,377	13,467	1.0	%
Ideal Tridon Holdings, Inc. (6)(23)(32)	First lien senior secured revolving loan	L +	5.25%	07/2023	709	709	709	0.1	%
MHE Intermediate Holdings, LLC (dba OnPoint Group) (15)(23)	First lien senior secured loan	S +	6.00%	07/2027	20,894	20,726	20,685	1.6	%
MHE Intermediate Holdings, LLC (dba OnPoint Group) (15)(22)(23)(32)	First lien senior secured revolving loan	S +	6.00%	07/2027	250	236	232	—	%
PHM Netherlands Midco B.V. (dba Loparex) (7)(22)(23)	First lien senior secured loan	L +	4.50%	07/2026	194	185	188	—	%
PHM Netherlands Midco B.V. (dba Loparex) (7)(23)	Second lien senior secured loan	L +	8.75%	07/2027	28,000	26,689	27,300	2.1	%
Safety Products/JHC Acquisition Corp. (dba Justrite Safety Group) (6)(23)	First lien senior secured loan	L +	4.50%	06/2026	3,445	3,427	3,368	0.3	%
Sonny's Enterprises LLC (14)(23)	First lien senior secured loan	S +	6.75%	08/2026	44,387	43,865	44,387	3.4	%
Sonny's Enterprises LLC (16)(22)(23)(32)	First lien senior secured revolving loan	S +	6.75%	08/2025	—	(27)	—	—	%
					118,646	116,350	117,531	9.0	%
Oil and gas
Project Power Buyer, LLC (dba PEC-Veriforce) (6)(23)	First lien senior secured loan	L +	6.00%	05/2026	7,876	7,816	7,876	0.6	%
Project Power Buyer, LLC (dba PEC-Veriforce) (16)(22)(23)(32)	First lien senior secured revolving loan	L +	6.00%	05/2025	—	(3)	—	—	%
Zenith Energy U.S. Logistics Holdings, LLC (6)(23)	First lien senior secured loan	L +	5.50%	12/2024	17,122	16,939	17,122	1.3	%
					24,998	24,752	24,998	1.9	%
Professional services
AmSpec Group, Inc. (fka AmSpec Services Inc.) (7)(23)	First lien senior secured loan	L +	5.75%	07/2024	18,575	18,473	18,435	1.4	%
AmSpec Group, Inc. (fka AmSpec Services Inc.) (9)(22)(23)(32)	First lien senior secured revolving loan	P +	3.75%	07/2024	523	512	505	—	%
Apex Group Treasury, LLC (7)(20)(22)(23)	Second lien senior secured loan	L +	6.75%	07/2029	11,618	11,448	11,037	0.9	%
Apex Service Partners, LLC (15)(22)(23)	First lien senior secured delayed draw term loan	S +	5.50%	07/2025	997	985	989	0.1	%
Apex Service Partners, LLC (15)(22)(23)(32)	First lien senior secured revolving loan	S +	5.25%	07/2025	31	31	31	—	%
Gerson Lehrman Group, Inc. (6)(23)	First lien senior secured loan	L +	5.25%	12/2024	4,497	4,481	4,497	0.3	%
Gerson Lehrman Group, Inc. (16)(22)(23)(32)	First lien senior secured revolving loan	L +	5.25%	12/2024	—	(7)	—	—	%
Guidehouse Inc. (6)(22)(23)	First lien senior secured loan	L +	6.25%	10/2028	921	913	911	0.1	%
Relativity ODA LLC (6)(23)	First lien senior secured loan	L +	7.50% PIK	05/2027	16,946	16,775	16,903	1.2	%
Relativity ODA LLC (16)(22)(23)(32)	First lien senior secured revolving loan	L +	6.50%	05/2027	—	(16)	(4)	—	%
					54,108	53,595	53,304	4.0	%
Specialty retail
Galls, LLC (7)(23)	First lien senior secured loan	L +	6.75% (0.50% PIK)	01/2025	18,349	18,247	17,982	1.4	%
Galls, LLC (7)(22)(23)(32)	First lien senior secured revolving loan	L +	6.75%	01/2024	2,483	2,450	2,377	0.2	%
Milan Laser Holdings LLC (13)(23)	First lien senior secured loan	S +	5.00%	04/2027	22,694	22,522	22,694	1.8	%

Blue Owl Capital Corporation II

Consolidated Schedule of Investments (continued)

As of December 31, 2022

(Amounts in thousands, except share amounts)


Company(1)(2)(3)(21)	Investment	Interest		Maturity Date	Par / Units		Amortized Cost(4)(29)		Fair Value		Percentage of Net Assets
Milan Laser Holdings LLC (16)(22)(23)(32)	First lien senior secured revolving loan	S +	5.00%	04/2026	—		(13)		—		—	%
Notorious Topco, LLC (dba Beauty Industry Group) (14)(23)	First lien senior secured loan	S +	6.75%	11/2027	24,123		23,814		24,002		1.9	%
Notorious Topco, LLC (dba Beauty Industry Group) (14)(19)(22)(23)(32)	First lien senior secured delayed draw term loan	S +	6.75%	11/2023	2,102		2,059		2,092		0.2	%
Notorious Topco, LLC (dba Beauty Industry Group) (14)(22)(23)(32)	First lien senior secured revolving loan	S +	6.75%	05/2027	352		327		342		—	%
The Shade Store, LLC (14)(22)(23)	First lien senior secured loan	S +	6.00%	10/2027	2,250		2,227		2,188		0.2	%
The Shade Store, LLC (14)(22)(23)(32)	First lien senior secured revolving loan	S +	6.00%	10/2026	64		61		57		—	%
					72,417		71,694		71,734		5.7	%
Transportation
Lazer Spot Holdings, Inc. (f/k/a Lazer Spot GB Holdings, Inc.) (8)(23)	First lien senior secured loan	L +	5.75%	12/2025	40,079		39,703		40,079		3.1	%
Lazer Spot Holdings, Inc. (f/k/a Lazer Spot GB Holdings, Inc.) (16)(22)(23)(32)	First lien senior secured revolving loan	L +	5.75%	12/2025	—		(64)		—		—	%
Lytx, Inc. (13)(23)	First lien senior secured loan	S +	6.75%	02/2026	23,668		23,459		23,491		1.8	%
Motus Group, LLC (6)(22)(23)	Second lien senior secured loan	L +	6.50%	12/2029	3,615		3,583		3,543		0.3	%
					67,362		66,681		67,113		5.2	%
Total non-controlled/non-affiliated portfolio company debt investments					$	2,173,915	$	2,146,282	$	2,106,669	162.5	%
Equity Investments
Asset based lending and fund finance
AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC (20)(22)(23)(26)(31)(32)	LLC Interest		N/A	N/A	—		—		—		—	%
AAM Series 2.1 Aviation Feeder, LLC (20)(22)(23)(26)(31)(32)	LLC Interest		N/A	N/A	87		88		87		—	%
Amergin Asset Management, LLC (20)(22)(23)(26)(31)(32)	Class A Units		N/A	N/A	50,000,000		—		—		—	%
							88		87		—	%
Automotive
CD&R Value Building Partners I, L.P. (dba Belron) (20)(22)(23)(26)(31)	LP Interest		N/A	N/A	1,002		1,002		1,029		0.1	%
Metis HoldCo, Inc. (dba Mavis Tire Express Services) (22)(23)(25)(26)	Series A Convertible Preferred Stock		7.00% PIK	N/A	32,308		35,340		34,895		2.7	%
							36,342		35,924		2.8	%
Buildings and real estate
Associations Finance, Inc. (22)(23)(25)(26)	Preferred Stock		12.00% PIK	N/A	10,200,000		10,302		10,356		0.8	%
Dodge Construction Network Holdings, L.P. (22)(23)(26)(31)	Class A-2 Common Units		N/A	N/A	431,889		368		367		—	%
Dodge Construction Network Holdings, L.P. (14)(22)(23)(26)	Series A Preferred Units	S +	8.25% PIK	N/A	—		9		9		—	%
							10,679		10,732		0.8	%
Business Services
Denali Holding, LP (dba Summit Companies) (22)(23)(26)(31)	Class A Units		N/A	N/A	41,874		425		539		—	%
Hercules Buyer, LLC (dba The Vincit Group) (22)(23)(24)(26)(31)	Common Units		N/A	N/A	350,000		350		368		—	%

Blue Owl Capital Corporation II

Consolidated Schedule of Investments (continued)

As of December 31, 2022

(Amounts in thousands, except share amounts)


Company(1)(2)(3)(21)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(4)(29)	Fair Value	Percentage of Net Assets
Knockout Intermediate Holdings I Inc. (dba Kaseya) (22)(23)(25)(26)	Perpetual Preferred Stock		11.75% PIK	N/A	400	390	395	—	%
						1,165	1,302	—	%
Consumer Products
ASP Conair Holdings LP (22)(23)(26)(31)	Class A Units		N/A	N/A	12,857	1,286	1,153	0.1	%
						1,286	1,153	0.1	%
Food and beverage
H-Food Holdings, LLC (22)(23)(26)(31)	LLC Interest		N/A	N/A	1,625	1,625	1,395	0.1	%
Hissho Sushi Holdings, LLC (22)(23)(26)(31)	Class A units		N/A	N/A	7,502	75	83	—	%
						1,700	1,478	0.1	%
Healthcare equipment and services
KPCI Holdings, L.P. (22)(23)(26)(31)	Class A Units		N/A	N/A	5,665	6,014	6,425	0.5	%
Maia Aggregator, LP (22)(23)(26)(31)	Class A-2 Units		N/A	N/A	112,360	112	119	—	%
Patriot Holdings SCSp (dba Corza Health, Inc.) (20)(22)(23)(25)(26)	Class A Units		8.00% PIK	N/A	1,370	1,595	1,615	0.1	%
Patriot Holdings SCSp (dba Corza Health, Inc.) (20)(22)(23)(26)(31)	Class B Units		N/A	N/A	18,864	—	221	—	%
Rhea Acquisition Holdings, LP (22)(23)(26)(31)	Series A-2 Units		N/A	N/A	119,048	119	119	—	%
						7,840	8,499	0.6	%
Healthcare providers and services
KOBHG Holdings L.P. (dba OB Hospitalist) (22)(23)(26)(31)	Class A Interests		N/A	N/A	1,291	1,291	1,199	0.1	%
						1,291	1,199	0.1	%
Healthcare technology
LSI Financing 1 DAC (20)(22)(23)(26)(31)	Preferred Equity		N/A	N/A	308,731	311	309	—	%
Minerva Holdco, Inc (22)(23)(25)(26)	Series A Preferred Stock		10.75% PIK	N/A	1,000	1,051	962	0.1	%
						1,362	1,271	0.1	%
Household products
Evology, LLC (22)(23)(26)(31)	Class B Units		N/A	N/A	113	540	795	0.1	%
						540	795	0.1	%
Human resource support services
Sunshine Software Holdings, Inc. (dba Cornerstone OnDemand) (22)(23)(25)(26)	Series A Preferred Stock		10.50% PIK	N/A	5,500	5,791	5,353	0.4	%
						5,791	5,353	0.4	%
Insurance
Evolution Parent, LP (dba SIAA) (22)(23)(26)(31)	LP Interest		N/A	N/A	892	892	892	0.1	%
Fifth Season Investments LLC (22)(23)(26)(31)	Class A Units		N/A	N/A	—	1,196	1,196	0.1	%
GoHealth, Inc. (17)(22)(23)(31)	Common Stock		N/A	N/A	15,139	1,163	158	—	%
GrowthCurve Capital Sunrise Co-Invest LP (dba Brightway) (22)(23)(26)(31)	LP Interest		N/A	N/A	106	106	105	—	%
PCF Holdco, LLC (dba PCF Insurance Services) (22)(23)(26)(31)	Class A Units		N/A	N/A	2,513,848	6,375	11,479	0.9	%
						9,732	13,830	1.1	%

Blue Owl Capital Corporation II

Consolidated Schedule of Investments (continued)

As of December 31, 2022

(Amounts in thousands, except share amounts)


Company(1)(2)(3)(21)	Investment	Interest		Maturity Date	Par / Units		Amortized Cost(4)(29)		Fair Value		Percentage of Net Assets
Internet software and services
BCTO WIW Holdings, Inc. (dba When I Work) (22)(23)(26)(31)	Class A Common Stock		N/A	N/A	3,000		300		270		—	%
Brooklyn Lender Co-Invest 2, L.P. (dba Boomi) (22)(23)(26)(31)	Common Units		N/A	N/A	1,345,119		1,345		1,323		0.1	%
Insight CP (Blocker) Holdings, L.P. (dba CivicPlus, LLC) (20)(22)(23)(26)(31)	LP Interest		N/A	N/A	—		31		31		—	%
MessageBird Holding B.V. (20)(22)(23)(26)(31)	Extended Series C Warrants		N/A	N/A	25,540		157		18		—	%
Project Alpine Co-Invest Fund, LP (20)(22)(23)(26)(31)	LP Interest		N/A	N/A	1,000		1,001		1,000		0.1	%
Thunder Topco L.P. (dba Vector Solutions) (22)(23)(26)(31)	Common Units		N/A	N/A	819,817		820		810		0.1	%
VEPF Torreys Aggregator, LLC (dba MINDBODY, Inc.) (22)(23)(25)(26)	Series A Preferred Stock		6.00% PIK	N/A	3,750		3,978		3,939		0.3	%
WMC Bidco, Inc. (dba West Monroe) (22)(23)(25)(26)	Senior Preferred Stock		11.25% PIK	N/A	2,385		2,577		2,461		0.2	%
							10,209		9,852		0.8	%
Manufacturing
Gloves Holdings, LP (dba Protective Industrial Products) (22)(23)(26)(31)	LP Interest		N/A	N/A	7,000		700		829		0.1	%
Windows Entities (20)(22)(23)(26)(27)	LLC Units		N/A	N/A	10,616		20,106		40,472		3.1	%
							20,806		41,301		3.2	%
Total non-controlled/non-affiliated portfolio company equity investments							108,831		132,776		10.2	%
Total non-controlled/non-affiliated portfolio company investments							$	2,255,113	$	2,239,445	172.7	%

Non-controlled/affiliated portfolio company investments
Debt Investments(5)
Advertising and media
Swipe Acquisition Corporation (dba PLI) (13)(22)(23)(30)	First lien senior secured loan	S +	8.00%	06/2024	$	6,120	$	6,065	$	6,105	0.6	%
Swipe Acquisition Corporation (dba PLI) (14)(19)(22)(23)(30)(32)	First lien senior secured delayed draw term loan	S +	8.00%	05/2023	1,822		1,822		1,816		0.1	%
Swipe Acquisition Corporation (dba PLI) (22)(23)(30)(32)	Letter of Credit	S +	8.00%	06/2024	—		—		—		—	%
					7,942		7,887		7,921		0.7	%
Total non-controlled/affiliated portfolio company debt investments					$	7,942	$	7,887	$	7,921	0.7	%

Equity Investments
Advertising and media
New PLI Holdings, LLC (dba PLI) (22)(23)(26)(30)(31)	Class A Common Units		N/A	N/A	10,755		$	5,952	$	12,126	0.9	%
							5,952		12,126		0.9	%
Total non-controlled/affiliated portfolio company equity investments							5,952		12,126		0.9	%
Total non-controlled/affiliated portfolio company investments							$	13,839	$	20,047	1.6	%
Total Investments							$	2,268,952	$	2,259,492	174.3	%

Blue Owl Capital Corporation II

Consolidated Schedule of Investments (continued)

As of December 31, 2022

(Amounts in thousands, except share amounts)

______________

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

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

(4)The amortized cost represents the original cost adjusted for the accretion and amortization of discounts and premiums, as applicable, on debt investments using the effective interest method.

(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 this loan is subject to SONIA, which as of December 31, 2022 was 3.43%.

(11)The interest rate on this loan is subject to 3 month EURIBOR, which as of December 31, 2022 was 2.13%.

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

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

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

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

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

(17)Level 1 investment.

(18)Level 2 investment.

(20)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 12.9% of total assets as calculated in accordance with the regulatory requirements.

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

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

Blue Owl Capital Corporation II

Consolidated Schedule of Investments (continued)

As of December 31, 2022

(Amounts in thousands, except share amounts)

(26)Securities acquired in transactions exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), and may be deemed to be “restricted securities” under the Securities Act. As of December 31, 2022, the aggregate fair value of these securities is $144.7 million, or 11.1% of the Company’s net assets. The acquisition dates of the restricted securities are as follows:

Portfolio Company

Investment

Acquisition Date

AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC

LLC Interest

July 1, 2022

AAM Series 2.1 Aviation Feeder, LLC

LLC Interest

July 1, 2022

Amergin Asset Management, LLC

Class A Units

July 1, 2022

ASP Conair Holdings LP

Class A Units

May 17, 2021

Associations Finance, Inc.

Preferred Stock

June 10, 2022

BCTO WIW Holdings, Inc. (dba When I Work)

Class A Common Stock

November 2, 2021

Brooklyn Lender Co-Invest 2, L.P. (dba Boomi)

Common Units

October 1, 2021

CD&R Value Building Partners I, L.P. (dba Belron)

LP Interest

December 2, 2021

Denali Holding, LP (dba Summit Companies)

Class A Units

September 15, 2021

Dodge Construction Network Holdings, L.P.

Class A-2 Common Units

February 23, 2022

Dodge Construction Network Holdings, L.P.

Series A Preferred Units

February 23, 2022

Evology, LLC

Class B Units

January 24, 2022

Evolution Parent, LP (dba SIAA)

LP Interest

April 30, 2021

Fifth Season Investments LLC

Class A Units

October 17, 2022

Gloves Holdings, LP (dba Protective Industrial Products)

LP Interest

December 29, 2020

GrowthCurve Capital Sunrise Co-Invest LP (dba Brightway)

LP Interest

December 16, 2021

Hercules Buyer, LLC (dba The Vincit Group)

Common Units

December 15, 2020

H-Food Holdings, LLC

LLC Interest

November 23, 2018

Hissho Sushi Holdings, LLC

Class A units

May 17, 2022

Insight CP (Blocker) Holdings, L.P. (dba CivicPlus, LLC)

LP Interest

June 8, 2022

Knockout Intermediate Holdings I Inc. (dba Kaseya)

Perpetual Preferred Stock

June 22, 2022

KOBHG Holdings L.P. (dba OB Hospitalist)

Class A Interests

September 27, 2021

KPCI Holdings, L.P.

Class A Units

November 30, 2020

LSI Financing 1 DAC

Preferred Equity

December 14, 2022

Maia Aggregator, LP

Class A-2 Units

February 1, 2022

MessageBird Holding B.V.

Extended Series C Warrants

May 5, 2021

Metis HoldCo, Inc. (dba Mavis Tire Express Services)

Series A Convertible Preferred Stock

May 4, 2021

Minerva Holdco, Inc

Series A Preferred Stock

February 15, 2022

New PLI Holdings, LLC (dba PLI)

Class A Common Units

December 23, 2020

Patriot Holdings SCSp (dba Corza Health, Inc.)

Class A Units

January 29, 2021

Patriot Holdings SCSp (dba Corza Health, Inc.)

Class B Units

January 29, 2021

PCF Holdco, LLC (dba PCF Insurance Services)

Class A Units

November 1, 2021

Project Alpine Co-Invest Fund, LP

LP Interest

June 13, 2022

Rhea Acquisition Holdings, LP

Series A-2 Units

February 18, 2022

Sunshine Software Holdings, Inc. (dba Cornerstone OnDemand)

Series A Preferred Stock

October 15, 2021

Thunder Topco L.P. (dba Vector Solutions)

Common Units

June 30, 2021

VEPF Torreys Aggregator, LLC (dba MINDBODY, Inc.)

Series A Preferred Stock

October 15, 2021

Windows Entities

LLC Units

January 16, 2020

WMC Bidco, Inc. (dba West Monroe)

Senior Preferred Stock

November 9, 2021

Blue Owl Capital Corporation II

Consolidated Schedule of Investments (continued)

As of December 31, 2022

(Amounts in thousands, except share amounts)

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

(29)As of December 31, 2022, the net estimated unrealized loss for U.S. federal income tax purposes was $21.5 million based on a tax cost basis of $2.3 billion. As of December 31, 2022, the estimated aggregate gross unrealized loss for U.S. federal income tax purposes was $61.9 million and the estimated aggregate gross unrealized gain for U.S. federal income tax purposes was $40.4 million.

(30)Under the 1940 Act, the Company is deemed to be an “Affiliated Person” of, as defined in the 1940 Act, this portfolio company, as the Company owns more than 5% of the portfolio company’s outstanding voting securities. Transactions during the year ended December 31, 2022 in which the Company was an Affiliated Person of the portfolio company are as follows:


Company	Fair Value at December 31, 2021		Gross Additions(a)		Gross Reductions(b)		Net Change in Unrealized Gain/(Loss)		Realized Gain/(Loss)		Transfers		Fair Value at December 31, 2022		Other Income		Interest Income		Dividend Income
Swipe Acquisition Corporation (dba PLI)	$	13,398	$	531	$	(110)	$	6,228	$	—	$	—	$	20,047	$	78	$	838	$	827
Total	$	13,398	$	531	$	(110)	$	6,228	$	—	$	—	$	20,047	$	78	$	838	$	827

(31)Investment is non-income producing.

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

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

Blue Owl Capital Corporation II

Consolidated Statements of Changes in Net Assets

(Amounts in thousands)

(Unaudited)


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2023		2022		2023		2022
Increase (Decrease) in Net Assets Resulting from Operations
Net investment income (loss)	$	27,931	$	22,653	$	54,819	$	45,637
Net change in unrealized gain (loss)	3,557		(36,604)		15,742		(50,323)
Net realized gain (loss)	(11)		(28)		(7,749)		712
Net Increase (Decrease) in Net Assets Resulting from Operations	31,477		(13,979)		62,812		(3,974)
Distributions
Distributions declared from earnings(1)	(24,306)		(22,763)		(48,860)		(45,610)
Net Decrease in Net Assets Resulting from Shareholders' Distributions	(24,306)		(22,763)		(48,860)		(45,610)
Capital Share Transactions

Reinvestment of shareholders' distributions	11,138		10,412		22,367		20,893
Repurchased shares	(36,021)		(25,734)		(59,119)		(41,096)
Net Increase (Decrease) in Net Assets Resulting from Capital Share Transactions	(24,883)		(15,322)		(36,752)		(20,203)
Total Increase (Decrease) in Net Assets	(17,712)		(52,064)		(22,800)		(69,787)
Net Assets, at beginning of period	1,291,173		1,341,968		1,296,261		1,359,691
Net Assets, at end of period	$	1,273,461	$	1,289,904	$	1,273,461	$	1,289,904

______________

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

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

Blue Owl Capital Corporation II

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		$	62,812	$	(3,974)
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash used in operating activities:
Purchases of investments, net		(50,918)		(116,920)
Proceeds from investments and investment repayments, net		192,246		214,544
Net change in unrealized (gain) loss on investments		(14,192)		45,370
Net change in unrealized (gain) loss on translation of assets and liabilities in foreign currencies		(2,470)		4,918
Net realized (gain) loss on investments		7,743		(790)
Net realized (gain) loss on foreign currency transactions relating to investments		5		(1)
Paid-in-kind interest and dividends		(17,841)		(12,849)
Net accretion/amortization of discount/premium on investments		(3,907)		(4,703)
Amortization of debt issuance costs		516		770

Changes in operating assets and liabilities:
(Increase) decrease in interest and dividend receivable		(816)		1,519

(Increase) decrease in receivable for investments sold		—		11,623
(Increase) decrease in prepaid expenses and other assets		(531)		(799)

Increase (decrease) in payables to affiliates		6,212		(2,040)

Increase (decrease) in accrued expenses and other liabilities		5,654		805
Net cash provided by (used in) operating activities		184,513		137,473
Cash Flows from Financing Activities
Borrowings on debt		90,000		142,000
Repayments of debt		(186,000)		(217,000)
Debt issuance costs		(2,214)		(1,532)

Distributions paid to shareholders		(26,481)		(24,717)
Repurchased shares		(59,119)		(41,096)
Net cash provided by (used in) financing activities		(183,814)		(142,345)
Net increase (decrease) in cash, including foreign cash		699		(4,872)
Cash, including foreign cash, beginning of period		47,275		54,067
Cash, including foreign cash, end of period		$	47,974	$	49,195

Supplemental and Non-Cash Information
Interest paid during the period		$	31,257	$	20,469
Distributions declared during the period		$	48,860	$	45,610
Dividend payable		$	2,473	$	—

Reinvestment of distributions during the period		$	22,367	$	20,893
Taxes, including excise tax, paid during the period		$	868	$	240

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

Blue Owl Capital Corporation II

Notes to Consolidated Financial Statements (Unaudited)

Note 1. Organization and Principal Business

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

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

In April 2017, the Company commenced operations and made its first portfolio company investment. On February 28, 2017, the Company formed a wholly-owned subsidiary, OR Lending II LLC, a Delaware limited liability company, which holds a California finance lenders license. OR Lending II LLC originates loans to borrowers headquartered in California. From time to time the Company may form wholly-owned subsidiaries to facilitate the normal course of business.

The Company is managed by Blue Owl Credit Advisors LLC (f/k/a Owl Rock Capital Advisors LLC) (the “Adviser”). The Adviser is registered with the Securities and Exchange Commission (“SEC”) as an investment adviser under the Investment Advisers Act of 1940 (the “Advisers Act”), an indirect 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 previously offered up to 424,000,000 shares of its common stock in a continuous public offering and a follow-on continuous public offering. On September 30, 2016, the Adviser purchased 100 shares of the Company’s common stock at $9.00 per share, which represented the initial public offering price of $9.47 per share, net of combined upfront selling commissions and dealer manager fees. The Adviser will not tender these shares for repurchase as long as the Adviser remains the Company’s investment adviser. There is no current intention for the Adviser to discontinue in its role. On April 4, 2017, the Company sold 277,778 shares pursuant to subscription agreements entered into with certain individuals and entities affiliated with the Adviser and met the minimum offering requirement for its continuous public offering. In April 2017, the Company commenced operations and made its first portfolio company investment. The Company terminated its continuous public offering as of April 30, 2021. Since meeting the minimum offering requirement and through the termination of its continuous public offering, the Company issued 151,364,239 shares of its common stock for gross proceeds of approximately $1.4 billion, including seed capital contributed by the Adviser in September 2016 and approximately $10.0 million in gross proceeds raised in the private placement from certain individuals and entities affiliated with the Adviser.

The Board expects to contemplate a liquidity event for the Company’s shareholders three to four years after the completion of the continuous public offering. The Company will consider the offering period to be complete as of the termination date of the most recent public equity offering if the Company has not conducted a public equity offering in any continuous two year period. A liquidity event could include: (i) a listing of shares on a national securities exchange; (ii) a merger or another transaction approved by the Board in which shareholders will receive cash or shares of a publicly traded company; or (iii) a sale of all or substantially all of its assets either on a complete portfolio basis or individually followed by a liquidation to the Company and distribution of cash to its shareholders. A liquidity event may include a sale, merger or rollover transaction with one or more affiliated investment companies managed by the Adviser. A liquidity event involving a merger or sale of all or substantially all of the Company’s assets would require the approval of its shareholders in accordance with the Company’s charter. Certain types of liquidity events, such as one involving a listing of shares on a national securities exchange, would allow the Company to retain its investment portfolio intact. If the Company determines to list securities on a national securities exchange, the Company expects to, although is not required to, maintain its external management structure. If the Company has not consummated a liquidity event by the five-year anniversary of the completion of the offering, the Board will consider (subject to any necessary shareholder approvals and applicable requirements of the 1940 Act) liquidating the Company and distributing cash to its shareholders, and dissolving the Company in an orderly manner. The Board, as part of its ongoing duties, will review and evaluate any potential liquidity events and options as they become available and their favorability given current market conditions; however, there is no assurance that a liquidity event will be completed at any particular time or at all.

Blue Owl Capital Corporation II

Notes to Consolidated Financial Statements (Unaudited) – Continued

Note 2. Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Company is an investment company and, therefore, applies the specialized accounting and reporting guidance in Accounting Standards Codification (“ASC”) Topic 946, Financial Services – Investment Companies. In the opinion of management, all adjustments considered necessary for the fair presentation of the consolidated financial statements have been included. The Company’s fiscal year ends on December 31.

Use of Estimates

The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Actual amounts could differ from those estimates and such differences could be material.

Cash

Cash consists of deposits held at a custodian bank. Cash is carried at cost, which approximates fair value. The Company deposits its cash with highly-rated banking corporations and, at times, may exceed the insured limits under applicable law.

Investments at Fair Value

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

Rule 2a-5 under the 1940 Act 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 input of the independent third-party valuation firm(s) engaged at the direction of the Adviser.

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

Blue Owl Capital Corporation II

Notes to Consolidated Financial Statements (Unaudited) – Continued

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

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

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

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

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

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

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

The Company conducts this valuation process on a quarterly basis.

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

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

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

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

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

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

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

Blue Owl Capital Corporation II

Notes to Consolidated Financial Statements (Unaudited) – Continued

Foreign Currency

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

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

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

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

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

Interest and Dividend Income Recognition

Interest income is recorded on the accrual basis and includes amortization and accretion of discounts or premiums. Certain investments may have contractual payment-in-kind (“PIK”) interest or dividends. PIK interest and dividends represent accrued interest or dividends that are added to the principal amount or liquidation amount of the investment on the respective interest or dividend payment dates rather than being paid in cash and generally becomes due at maturity or at the occurrence of a liquidation event. For the three and six months ended June 30, 2023, PIK interest and PIK dividend income earned were $8.9 million and $17.3 million, respectively, representing approximately 13.0% and 12.8% of investment income, respectively. For the three and six months ended June 30, 2022, PIK interest and PIK dividend income earned was $6.0 million and $11.0 million, respectively, representing approximately 12.0% and 11.2% 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 and accretion of discounts and premiums, if any. Upon prepayment of a loan or debt security, any prepayment premiums, unamortized upfront loan origination fees and unamortized discounts are recorded as interest income in the current period.

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

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

Other Income

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

Offering Expenses

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

Blue Owl Capital Corporation II

Notes to Consolidated Financial Statements (Unaudited) – Continued

Debt Issuance Costs

The Company records origination and other expenses related to its debt obligations as deferred financing costs. These expenses are deferred and amortized utilizing the effective yield method over the life of the related debt instrument. Debt issuance costs are presented on the Consolidated Statements of Assets and Liabilities as a direct deduction from the debt liability. In circumstances in which there is not an associated debt liability amount recorded in the consolidated financial statements when the debt issuance costs are incurred, such debt issuance costs will be reported on the Consolidated Statements of Assets and Liabilities as an asset until the debt liability is recorded.

Reimbursement of Transaction-Related Expenses

The Company may receive reimbursement for certain transaction-related expenses in pursuing investments. Transaction-related expenses, which are generally expected to be reimbursed by the Company’s portfolio companies, are typically deferred until the transaction is consummated and are recorded in prepaid expenses and other assets on the date incurred. The costs of successfully completed investments not otherwise reimbursed are borne by the Company and are included as a component of the investment’s cost basis.

Cash advances received in respect of transaction-related expenses are recorded as cash with an offset to accrued expenses and other liabilities. Accrued expenses and other liabilities are relieved as reimbursable expenses are incurred.

Income Taxes

The Company has elected to be treated as a BDC under the 1940 Act. The Company has elected to be treated as a RIC under the Code beginning with the taxable year ended December 31, 2017 and intends to continue to qualify as a RIC. So long as the Company maintains its tax treatment as a RIC, it generally will not pay U.S. federal income taxes at corporate rates on any ordinary income or capital gains that it distributes at least annually to its shareholders as dividends. Instead, any tax liability related to income earned and distributed by the Company represents obligations of the Company’s investors and will not be reflected in the consolidated financial statements of the Company.

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

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

The Company evaluates tax positions taken or expected to be taken in the course of preparing its consolidated financial statements to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions not deemed to meet the “more-likely-than-not” threshold are reserved and recorded as a tax benefit or expense in the current year. All penalties and interest associated with income taxes are included in income tax expense. Conclusions regarding tax positions are subject to review and may be adjusted at a later date based on factors including, but not limited to, on-going analyses of tax laws, regulations and interpretations thereof. There were no material uncertain income tax positions as of December 31, 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 be generally distributed at least annually, although the Company may decide to retain such capital gains for investment.

The Company has adopted a dividend reinvestment plan that provides for reinvestment of any cash distributions on behalf of shareholders who have “opted in” to the dividend reinvestment plan. As a result, if the Board authorizes and declares a cash distribution, then the shareholders who have “opted in” to the dividend reinvestment plan will have their cash distribution automatically reinvested in additional shares of the Company’s common stock, rather than receiving the cash distribution. The Company expects to use newly issued shares to implement the dividend reinvestment plan.

Blue Owl Capital Corporation II

Notes to Consolidated Financial Statements (Unaudited) – Continued

Consolidation

As provided under Regulation S-X and ASC Topic 946 - Financial Services - Investment Companies, the Company will generally not consolidate its investment in a company other than a wholly-owned investment company or controlled operating company whose business consists of providing services to the Company. Accordingly, the Company consolidated the accounts of the Company's wholly-owned subsidiaries that meet the aforementioned criteria in its consolidated financial statements. All significant intercompany balances and transactions have been eliminated in consolidation.

New Accounting Pronouncements

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

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

As of June 30, 2023, the Company had payables to affiliates of $23.0 million, primarily comprised of $8.3 million of management fees, $7.2 million of accrued performance based incentive fees and $5.8 million of expense support recoupment.

As of December 31, 2022, the Company had payables to affiliates of $16.8 million, primarily comprised of $8.6 million of management fees and $6.3 million of accrued performance based incentive fees.

Administration Agreement

The Company has entered into an amended and restated Administration Agreement (the “Administration Agreement”) with the Adviser. Under the terms of the Administration Agreement, the Adviser performs, or oversees the performance of, required administrative services, which includes providing office space, equipment and office services, maintaining financial records, preparing reports to shareholders and reports filed with the SEC, and managing the payment of expenses, and the performance of administrative and professional services rendered by others. On May 8, 2023, the Board approved the continuation of the Administration Agreement.

The Administration Agreement also provides that the Company reimburses the Adviser for certain offering costs.

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

For the three 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 $1.0 million, respectively, for costs and expenses reimbursable to the Adviser under the terms of the Administration Agreement.

Unless earlier terminated as described below, the Administration Agreement will remain in effect for two years from the date it first became effective, and will remain in effect from year to year if approved annually by (1) the vote of the Board, or by the vote of a majority of its outstanding voting securities, and (2) the vote of a majority of the Company’s directors who are not “interested persons” of the Company, of the Adviser or of any of their respective affiliates, as defined in the 1940 Act. The Administration

Blue Owl Capital Corporation II

Notes to Consolidated Financial Statements (Unaudited) – Continued

Agreement may be terminated at any time, without the payment of any penalty, on 60 days’ written notice, by the vote of a majority of the outstanding voting securities of the Company, or by the vote of the Board or by the Adviser.

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

Investment Advisory Agreement

The Investment Advisory Agreement became effective on May 18, 2021. Under the terms of the Investment Advisory Agreement, the Adviser is responsible for managing the Company’s business and activities, including sourcing investment opportunities, conducting research, performing diligence on potential investments, structuring its investments, and monitoring its portfolio companies on an ongoing basis through a team of investment professionals. On May 8, 2023, the Board approved the continuation of the Investment Advisory Agreement.

Under the terms of the Investment Advisory Agreement, the Adviser is responsible for managing the Company’s business and activities, including sourcing investment opportunities, conducting research, performing diligence on potential investments, structuring its investments, and monitoring its portfolio companies on an ongoing basis through a team of investment professionals.

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

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

The Investment Advisory Agreement will automatically terminate within the meaning of the 1940 Act and related SEC guidance and interpretations in the event of its assignment. In accordance with the 1940 Act, without payment of any penalty, the Company may terminate the Investment Advisory Agreement with the Adviser upon 60 days’ written notice. The decision to terminate the agreement may be made by a majority of the Board or the shareholders holding a majority (as defined under the 1940 Act) of the outstanding shares of the Company’s common stock or the Adviser. In addition, without payment of any penalty, the Adviser may generally terminate the Investment Advisory Agreement upon 60 days’ written notice and, in certain circumstances, the Adviser may only be able to terminate the Investment Advisory Agreement upon 120 days’ written notice.

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

Prior to February 19, 2020, the management fee was payable quarterly in arrears at an annual rate of 1.75% of the average value of the Company’s gross assets, excluding cash and cash equivalents but including assets purchased with borrowed amounts at the end of the Company’s two most recently completed calendar quarters. Beginning February 19, 2020, the annual rate was reduced to 1.50% of the average value of the Company’s gross assets. The management fee for any partial quarter is appropriately prorated. The determination of gross assets reflects changes in the fair value of the Company’s portfolio investments. The fair value of derivatives and swaps held in the Company’s portfolio, which will not necessarily equal the notional value of such derivatives and swaps, is included in the calculation of gross assets.

For the three and six months ended June 30, 2023, the Company incurred management fees of approximately $8.3 million and $16.8 million, respectively. For the three and six months ended June 30, 2022, the Company incurred management fees of approximately $8.8 million and $17.9 million, respectively.

The incentive fee consists of two components that are independent of each other, with the result that one component may be payable even if the other is not. A portion of the incentive fee will be based on the Company’s pre-incentive fee net investment income and a portion will be based on the Company’s capital gains. The portion of the incentive fee based on pre-incentive fee net investment income is determined and paid quarterly in arrears and equals (a) 100% of the pre-incentive fee net investment income between 1.5% quarterly preferred return, and 1.818% (or 1.875% prior to February 19, 2020), referred to as the upper level breakpoint, of adjusted capital, plus (b) 17.5% (or 20% prior to February 19, 2020) of pre-incentive fee net investment income in excess of 1.818% (or 1.875% prior to February 19, 2020) of adjusted capital. Adjusted capital is defined as cumulative proceeds generated from sales of the Company’s common stock, including proceeds from the Company’s distribution reinvestment plan, net of sales load (upfront selling commissions and upfront dealer manager fees) reduced for (i) distributions paid to the Company’s shareholders that represent a return of capital on a tax basis and (ii) amounts paid for share repurchases pursuant to the Company’s share repurchase program, if any, measured as of the end of the immediately preceding calendar quarter. The quarterly preferred return of 1.5% and upper level breakpoint of 1.818% (or 1.875% prior to February 19, 2020) are also adjusted for the actual number of days in each calendar quarter.

Blue Owl Capital Corporation II

Notes to Consolidated Financial Statements (Unaudited) – Continued

For the three and six months ended June 30, 2023, the Company incurred net investment income based incentive fees of $7.2 million and $14.1 million, respectively. For the three and six months ended June 30, 2022, the Company incurred net investment income based incentive fees of $4.8 million and $9.4 million, respectively.

The second component of the incentive fee, the capital gains incentive fee, is payable at the end of each calendar year in arrears, and equals 17.5% (or 20% prior to February 19, 2020) of cumulative realized capital gains from inception through the end of each calendar year, less cumulative realized capital losses and unrealized capital depreciation on a cumulative basis from inception through the end of such calendar year, less the aggregate amount of any previously paid capital gains incentive fee for prior periods. In no event will the capital gains incentive fee payable pursuant to the Investment Advisory Agreement be in excess of the amount permitted by the Advisers Act, including Section 205 thereof.

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

For the three and six months ended June 30, 2023, the Company did not incur capital gains based incentive fees. For the three months ended June 30, 2022, the Company did not incur capital gains based incentive fees, and for the six months ended June 30, 2022, the Company recorded a reversal of capital gains based incentive fees of $1.3 million.

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

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

Under the terms of the Investment Advisory Agreement, the Adviser is entitled to receive up to 1.5% of gross offering proceeds raised in the continuous public offering until all organization and offering costs paid by the Adviser or its affiliates have been recovered. The Company bears all other expenses of its operations and transactions including, without limitation, those relating to: expenses deemed to be “organization and offering expenses” for purposes of Conduct Rule 2310(a)(12) of Financial Industry Regulatory Authority (exclusive of commissions, the dealer manager fee, any discounts and other similar expenses paid by investors at the time of sale of the Company’s stock); the cost of corporate and organizational expenses relating to offerings of shares of common stock, subject to limitations included in the Investment Advisory Agreement; the cost of calculating the Company’s net asset value, including the cost of any third-party valuation services; the cost of effecting any sales and repurchases of the common stock and other securities; fees and expenses payable under any dealer manager agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred by the Adviser, or members of the Investment Team, or payable to third parties, performing due diligence on prospective portfolio companies and, if necessary, enforcing the Company’s rights; escrow agent, transfer agent and custodial fees and expenses; fees and expenses associated with marketing efforts; federal and state registration fees, any stock exchange listing fees and fees payable to rating agencies; federal, state and local taxes; independent directors’ fees and expenses, including certain travel expenses; costs of preparing financial statements and maintaining books and records and filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, including registration fees, listing fees and licenses, and the compensation of professionals responsible for the preparation of the foregoing; the costs of any reports, proxy statements or other notices to shareholders (including printing and mailing costs); the costs of any shareholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; fidelity bond, directors and officers errors and omissions liability insurance and other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone and staff; fees and expenses associated with independent audits, outside legal and consulting costs; costs of winding up; costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Company’s assets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance obligations under the Advisers Act and applicable federal and state securities laws. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to the Company’s Chief Compliance Officer and Chief Financial Officer and their

Blue Owl Capital Corporation II

Notes to Consolidated Financial Statements (Unaudited) – Continued

respective staffs (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs of the Company). Any such reimbursements will not exceed actual expenses incurred by the Adviser and its affiliates. The Adviser is responsible for the payment of the Company’s organization and offering expenses to the extent that these expenses exceed 1.5% of the aggregate gross offering proceeds, without recourse against or reimbursement by the Company.

For the three and six months ended June 30, 2023 and 2022, subject to the 1.5% organization and offering cost cap, the Company did not accrue initial organization and offering expenses.

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

Affiliated Transactions

The Company may be prohibited under the 1940 Act from participating in certain transactions with its affiliates without prior approval of the directors who are not interested persons, and in some cases, the prior approval of the SEC. The Company, the Adviser and certain of their affiliates have been granted an order for exemptive relief (the “Order”) by the SEC for the Company to co-invest with other funds managed by the Adviser or certain affiliates, in a manner consistent with the Company’s investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors. Pursuant to the Order, the Company generally is permitted to co-invest with certain of its affiliates if a “required majority” (as defined in Section 57(o) of the 1940 Act) of the Board make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the transaction, including the consideration to be paid, are reasonable and fair to the Company and its shareholders and do not involve overreaching by the Company or its shareholders on the part of any person concerned, (2) the transaction is consistent with the interests of the Company’s shareholders and is consistent with its investment objective and strategies, (3) the investment by its affiliates would not disadvantage the Company, and the Company’s participation would not be on a basis different from or less advantageous than that on which its affiliates are investing and (4) the proposed investment by the Company would not benefit the Advisers or its affiliates or any affiliated person of any of them (other than the parties to the transaction), except to the extent permitted by the Order and applicable law, including the limitation set forth in Section 57(k) of the 1940 Act. In addition, the 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 Blue Owl Technology Credit Advisors LLC (“OTCA”), Blue Owl Credit Private Fund Advisors LLC (“OPFA”), Blue Owl Technology Credit Advisors II LLC ("OTCA II") and Blue Owl Diversified Credit Advisors LLC (“ODCA” together with OTCA, OPFA, OTCA II and the Adviser, the "Blue Owl Credit Advisers"), which are also investment advisers. The Blue Owl Credit Advisers are affiliates of Blue Owl and comprise Blue Owl’s Credit platform, which focuses on direct lending. The Blue Owl Credit Advisers’ investment allocation policy seeks to ensure equitable allocation of investment opportunities over time between the Company and other funds managed by the Adviser or its affiliates. As a result of the Order, there could be significant overlap in the Company’s investment portfolio and the investment portfolios of the 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.

Dealer Manager Agreement

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

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

Expense Support and Conditional Reimbursement Agreement

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

Blue Owl Capital Corporation II

Notes to Consolidated Financial Statements (Unaudited) – Continued

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

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

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

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

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

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

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

As of June 30, 2023, the amount of Expense Support Payments provided by the Adviser since inception is $32.8 million. During the three and six months ended June 30, 2023, the Company recorded obligations to repay Expense Support from the Adviser of $5.8 million and $11.7 million, respectively. During the three and six months ended June 30, 2022, the Company did not repay expense support to the Adviser.

Blue Owl Capital Corporation II

Notes to Consolidated Financial Statements (Unaudited) – Continued

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


For the Quarter Ended	Amount of Expense Support		Recoupment of Expense Support		Expired Expense Support		Unreimbursed Expense Support		Effective Rate of Distribution per Share(1)	Reimbursement Eligibility Expiration	Operating Expense Ratio(2)
($ in thousands)
June 30, 2017	$	1,061	$	1,061	$	—	$	—	7.0%	N/A	16.81%
September 30, 2017	1,023		258		765		—		7.0%	September 30, 2020	6.15%
December 31, 2017	856		—		856		—		7.0%	December 31, 2020	2.83%
March 31, 2018	1,871		—		1,871		—		6.9%	March 31, 2021	2.27%
June 30, 2018	775		—		775		—		6.9%	June 30, 2021	1.53%
March 31, 2019	1,835		—		1,835		—		7.0%	March 31, 2022	0.91%
June 30, 2019	1,776		—		1,776		—		7.0%	June 30, 2022	0.79%
September 30, 2019	1,081		—		1,081		—		7.0%	September 30, 2022	0.72%
December 31, 2019	2,351		—		2,351		—		7.0%	December 31, 2022	0.69%
March 31, 2020	6,587		5,857		730		—		7.7%	March 31, 2023	0.70%
June 30, 2020	5,794		5,794		—		—		7.4%	N/A	0.70%
September 30, 2020	3,079		—		—		3,079		7.2%	September 30, 2023	0.63%
December 31, 2020	3,216		3,216		—		—		6.5%	N/A	0.71%
March 31, 2021	1,449		—		—		1,449		6.4%	March 31, 2024	0.60%
Total	$	32,754	$	16,186	$	12,040	$	4,528

______________

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

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

License Agreement

On July 6, 2023, the Company entered into a license agreement (the “License Agreement”), with an affiliate of Blue Owl, pursuant to which we were 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.

Promissory Note

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

Blue Owl Capital Corporation II

Notes to Consolidated Financial Statements (Unaudited) – Continued

Note 4. Investments

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

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


	June 30, 2023				December 31, 2022
($ in thousands)	Amortized Cost		Fair Value		Amortized Cost		Fair Value
First-lien senior secured debt investments	$	1,507,308	$	1,496,711	$	1,633,375	$	1,614,367
Second-lien senior secured debt investments	470,680		455,904		484,086		467,560
Unsecured debt investments	38,496		36,314		36,708		32,663
Preferred equity investments	63,556		63,737		59,750		58,678
Common equity investments	61,584		96,160		55,033		86,224
Total Investments	$	2,141,624	$	2,148,826	$	2,268,952	$	2,259,492

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	1.0	%		0.9	%
Aerospace and defense	3.7			3.4
Asset Based Lending and Fund Finance(1)	1.7			1.4
Automotive	1.8			1.6
Buildings and real estate	3.4			4.2
Business services	3.3			3.1
Chemicals	2.6			2.7
Consumer products	5.0			4.5
Containers and packaging	1.5			1.4
Distribution	2.9			3.2
Education	1.2			1.2

Financial services	4.4			5.3
Food and beverage	7.0			7.4
Healthcare equipment and services	4.1			3.9
Healthcare providers and services	5.3			5.0
Healthcare technology	6.2			5.9
Household products	2.5			2.2
Human resource support services	1.4			1.4
Infrastructure and environmental services	0.4			0.4
Insurance(3)	8.5			7.9
Internet software and services	14.2			13.6
Leisure and entertainment	2.8			2.7
Manufacturing	6.8			7.0
Pharmaceuticals(2)	0.0		(4)	—
Oil and gas	0.4			1.1
Professional services	3.2			2.4
Specialty retail	3.3			3.2
Telecommunications	0.1			—
Transportation	1.3			3.0
Total	100.0	%		100.0	%

______________

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

Blue Owl Capital Corporation II

Notes to Consolidated Financial Statements (Unaudited) – Continued

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

(3)Includes investments in Fifth Season Investment LLC ("Fifth Season").

(4)Rounds to less than 0.1.

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


	June 30, 2023		December 31, 2022
United States:
Midwest	18.2	%	17.4	%
Northeast	18.6		17.6
South	30.0		33.7
West	24.9		23.5
International	8.3		7.8
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	$	—	$	3,232	$	1,493,479	$	1,496,711
Second-lien senior secured debt investments	—		37,315		418,589		455,904
Unsecured debt investments	—		590		35,724		36,314
Preferred equity investments	—		—		63,737		63,737
Common equity investments	298		—		95,862		96,160
Total Investments	$	298	$	41,137	$	2,107,391	$	2,148,826


	Fair Value Hierarchy as of December 31, 2022
($ in thousands)	Level 1		Level 2		Level 3		Total
First-lien senior secured debt investments	$	—	$	1	$	1,614,366	$	1,614,367
Second-lien senior secured debt investments	—		13,798		453,762		467,560
Unsecured debt investments	—		569		32,094		32,663
Preferred equity investments	—		—		58,678		58,678
Common equity investments	158		—		86,066		86,224
Total Investments	$	158	$	14,368	$	2,244,966	$	2,259,492

Blue Owl Capital Corporation II

Notes to Consolidated Financial Statements (Unaudited) – Continued

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


	As of and for the Three Months Ended 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	$	1,580,184	$	430,773	$	34,915	$	61,337	$	91,706	$	2,198,915
Purchases of investments, net	31,476		—		—		(5)		1,404		32,875
Payment-in-kind	7,286		926		385		1,541		39		10,177
Proceeds from investments, net	(123,977)		(7,750)		—		(14)		—		(131,741)
Net change in unrealized gain (loss) on investments	3		(303)		992		836		2,713		4,241
Net realized gain (loss) on investments	4		—		—		—		—		4
Net accretion/amortization of discount/premium on investments	1,879		255		16		42		—		2,192
Transfers between investment types	—		—		—		—		—		—
Transfers into (out of) Level 3(1)	(3,376)		(5,312)		(584)		—		—		(9,272)
Fair value, end of period	$	1,493,479	$	418,589	$	35,724	$	63,737	$	95,862	$	2,107,391

_____________________

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


	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	$	1,614,366	$	453,762	$	32,094	$	58,678	$	86,066	$	2,244,966
Purchases of investments, net	48,385		(1)		—		807		1,732		50,923
Payment-in-kind	11,221		1,820		1,760		2,931		70		17,802
Proceeds from investments, net	(176,350)		(15,750)		(38)		(14)		(2)		(192,154)
Net change in unrealized gain (loss) on investments	8,533		1,120		1,880		1,252		3,246		16,031
Net realized gain (loss) on investments	(7,748)		—		(5)		—		—		(7,753)
Net accretion/amortization of discount/premium on investments	3,259		503		33		83		—		3,878
Transfers between investment types	(4,750)		—		—		—		4,750		—
Transfers into (out of) Level 3(1)	(3,437)		(22,865)		—		—		—		(26,302)
Fair value, end of period	$	1,493,479	$	418,589	$	35,724	$	63,737	$	95,862	$	2,107,391

_____________________

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

Blue Owl Capital Corporation II

Notes to Consolidated Financial Statements (Unaudited) – Continued


	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	$	1,753,308	$	455,753	$	35,175	$	46,259	$	68,049	$	2,358,544
Purchases of investments, net	50,167		1,572		558		10,366		1,138		63,801
Payment-in-kind	5,370		783		236		993		30		7,412
Proceeds from investments, net	(129,228)		(2,548)		—		—		—		(131,776)
Net change in unrealized gain (loss) on investments	(15,712)		(14,555)		(2,781)		(2,838)		448		(35,438)
Net realized gain (loss) on investments	(4)		—		—		—		—		(4)
Net amortization of discount on investments	2,175		213		11		35		—		2,434
Transfers into (out of) Level 3(1)	—		6,508		—		—		—		6,508
Fair value, end of period	$	1,666,076	$	447,726	$	33,199	$	54,815	$	69,665	$	2,271,481

_____________________

(1)Transfers between levels, if any, are recognized at the beginning of the period in which the transfers occur. For the three months ended June 30, 2022, transfers into of Level 3 were as a result of changes in the observability of significant inputs for certain portfolio companies.


	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	$	1,784,325	$	484,500	$	34,133	$	49,313	$	66,395	$	2,418,666
Purchases of investments, net	99,628		2,553		1,547		11,403		2,157		117,288
Payment-in-kind	8,414		1,360		1,311		1,705		60		12,850
Proceeds from investments, net	(207,026)		(2,548)		—		(4,900)		—		(214,474)
Net change in unrealized gain (loss) on investments	(23,308)		(18,742)		(3,821)		(3,630)		1,053		(48,448)
Net realized gain (loss) on investments	19		—		—		772		—		791
Net accretion/amortization of discount/premium on investments	4,097		404		29		152		—		4,682
Transfers into (out of) Level 3(1)	(73)		(19,801)		—		—		—		(19,874)
Fair value, end of period	$	1,666,076	$	447,726	$	33,199	$	54,815	$	69,665	$	2,271,481

_____________________

(1)Transfers between levels, if any, are recognized at the beginning of the period in which the transfers occur. For the six months ended June 30, 2022, transfers out of Level 3 were as a result of changes in the observability of significant inputs for certain portfolio companies.

Blue Owl Capital Corporation II

Notes to Consolidated Financial Statements (Unaudited) – Continued

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


($ in thousands)	Net change in unrealized gain (loss) for the Three Months Ended 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	$	1,164	$	(15,212)
Second-lien senior secured debt investments	(320)		(13,856)
Unsecured debt investments	992		(2,781)
Preferred equity investments	772		(2,839)
Common equity investments	3,226		448
Total Investments	$	5,834	$	(34,240)


($ 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	$	2,033	$	(23,038)
Second-lien senior secured debt investments	(2,892)		(17,560)
Unsecured debt investments	1,880		(3,821)
Preferred equity investments	1,187		(3,574)
Common equity investments	3,658		1,258
Total Investments	$	5,866	$	(46,735)

Blue Owl Capital Corporation II

Notes to Consolidated Financial Statements (Unaudited) – Continued

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

As of 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

1,322,432

Yield Analysis

Market Yield

9.1% - 27.2% (13.4%)

Decrease

171,047

Recent Transaction

Transaction Price

98.5% - 99.5% (99.1%)

Increase

Second-lien senior secured debt investments

417,521

Yield Analysis

Market Yield

12.8% - 28.0% (15.8%)

Decrease

1,068

Collateral Analysis

Recovery Rate

9.5% - 9.5% (9.5%)

Increase

Unsecured debt investments

34,802

Yield Analysis

Market Yield

11.5% - 20.9% (13.6%)

Decrease

922

Market Approach

EBITDA Multiple

13.0x - 13.0x (13.0x)

Increase

Preferred equity investments

62,682

Yield Analysis

Market Yield

11.5% - 17.3% (15.0%)

Decrease

1,046

Recent Transaction

Transaction Price

100.0% - 100.0% (100.0%)

Increase

Market Approach

EBITDA Multiple

11.3x - 11.3x (11.3x)

Increase

Common equity investments

87,335

Market Approach

EBITDA Multiple

3.5x - 20.3x (7.9x)

Increase

3,524

Market Approach

Revenue Multiple

2.0x - 15.8x (10.2x)

Increase

4,974

Recent Transaction

Transaction Price

100.0% - 131.1% (102.0%)

Increase

Market Approach

Gross Profit Multiple

10.0x - 10.0x (10.0x)

Increase

Blue Owl Capital Corporation II

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

1,602,197

Yield Analysis

Market Yield

9.1% - 42.0% (13.0%)

Decrease

8,789

Collateral Analysis

Recovery Rate

51.0% - 51.0% (51.0%)

Increase

3,378

Recent Transaction

Transaction Price

99.0% - 99.0% (99.0%)

Increase

Second-lien senior secured debt investments

452,695

Yield Analysis

Market Yield

12.6% - 21.0% (16.1%)

Decrease

1,068

Collateral Analysis

Recovery Rate

9.5% - 9.5% (9.5%)

Increase

Unsecured debt investments

31,269

Yield Analysis

Market Yield

10.4% - 20.2% (12.4%)

Decrease

825

Market Approach

EBITDA Multiple

14.3x - 14.3x (14.3x)

Increase

Preferred equity investments

58,361

Yield Analysis

Market Yield

11.9% - 17.0% (13.9%)

Decrease

309

Recent Transaction

Transaction Price

100.0% - 100.0% (100.0%)

Increase

Market Approach

EBITDA Multiple

11.5x - 11.5x (11.5x)

Increase

Common equity investments

81,345

Market Approach

EBITDA Multiple

3.8x - 23.3x (8.2x)

Increase

3,420

Market Approach

Revenue Multiple

1.8x - 16.6x (10.2x)

Increase

1,283

Recent Transaction

Transaction Price

100.0% - 100.0% (100.0%)

Increase

Market Approach

Gross Profit Multiple

8.6x - 8.6x (8.6x)

Increase

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

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

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

Blue Owl Capital Corporation II

Notes to Consolidated Financial Statements (Unaudited) – Continued

Debt Not Carried at Fair Value

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


	June 30, 2023				December 31, 2022
($ in thousands)	Net Carrying Value(1)		Fair Value		Net Carrying Value(2)		Fair Value
SPV Asset Facility I	$	304,131	$	304,131	$	374,084	$	374,084
SPV Asset Facility II	144,702		144,702		172,397		172,397
2024 Notes	450,142		426,375		450,192		428,625
Total Debt	$	898,975	$	875,208	$	996,673	$	975,106

______________

(1)The carrying value of the Company’s SPV Asset Facility I, SPV Asset Facility II, and 2024 Notes are presented net of deferred financing costs of $0.1 million, $5.2 million and $(0.1) million, respectively.

(2)The carrying value of the Company’s SPV Asset Facility I, SPV Asset Facility II and 2024 Notes are presented net of deferred financing costs of $0.1 million, $3.6 million and $(0.2) 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	426,375		428,625
Level 3	448,833		546,481
Total Debt	$	875,208	$	975,106

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.

Blue Owl Capital Corporation II

Notes to Consolidated Financial Statements (Unaudited) – Continued

Note 6. Debt

In accordance with the 1940 Act, with certain limitations, the Company is allowed to borrow amounts such that its asset coverage, as defined in the 1940 Act, is at least 200% (or 150% if certain conditions are met) after such borrowing. The Company’s asset coverage was 240% and 229% as of June 30, 2023 and December 31, 2022, respectively.

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


	June 30, 2023
($ in thousands)	Aggregate Principal Committed		Outstanding Principal		Amount Available(1)		Net Carrying Value(2)
SPV Asset Facility I	$	500,000	$	304,223	$	121,449	$	304,131
SPV Asset Facility II	325,000		150,000		27,218		144,702
2024 Notes	450,000		450,000		—		450,142
Total Debt	$	1,275,000	$	904,223	$	148,667	$	898,975

______________

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

(2)The carrying value of the Company’s SPV Asset Facility I, SPV Asset Facility II and 2024 Notes are presented net of deferred financing costs of $0.1 million, $5.2 million and $(0.1) million, respectively.


	December 31, 2022
($ in thousands)	Aggregate Principal Committed		Outstanding Principal		Amount Available(1)		Net Carrying Value(2)
SPV Asset Facility I	$	500,000	$	374,222	$	29,179	$	374,084
SPV Asset Facility II	325,000		176,000		79,146		172,397
2024 Notes	450,000		450,000		—		450,192
Total Debt	$	1,275,000	$	1,000,222	$	108,325	$	996,673

______________

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

(2)The carrying value of the Company’s SPV Asset Facility I, SPV Asset Facility II and 2024 Notes are presented net of deferred unamortized debt issuance costs of $0.1 million, $3.6 million and $(0.2) million, respectively.

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


	For the Three Months Ended June 30,						For the Six Months Ended June 30,
($ in thousands)	2023			2022			2023			2022
Interest expense	$	15,133		$	10,702		$	30,832		$	20,617
Amortization of debt issuance costs	281			427			516			769
Total Interest Expense	$	15,414		$	11,129		$	31,348		$	21,386
Average interest rate	6.2		%	4.0		%	6.2		%	3.8		%
Average daily borrowings	$	918,234		$	1,024,681		$	957,991		$	1,061,166

Blue Owl Capital Corporation II

Notes to Consolidated Financial Statements (Unaudited) – Continued

SPV Asset Facility I

On December 1, 2017 (the “SPV Asset Facility I Closing Date”), ORCC II Financing LLC and OR Lending II LLC (collectively, the “Subsidiaries”), each a Delaware limited liability company and a wholly-owned subsidiary of the Company, entered into a Credit Agreement (the “SPV Asset Facility I”). Parties to the SPV Asset Facility I include ORCC II Financing LLC and OR Lending II LLC, as Borrowers, and the lenders from time to time parties thereto (the “SPV I Lenders”), Goldman Sachs Bank USA as Sole Lead Arranger, Syndication Agent and Administrative Agent, State Street Bank and Trust Company as Collateral Administrator and Collateral Agent and Cortland Capital Market Services LLC as Collateral Custodian. From time to time, the parties to the SPV Asset Facility I have amended the SPV Asset Facility I and the related transaction documents.

The summary below reflects the terms of the SPV Asset Facility I as amended from time to time, including by the Third Amended and Restated Credit Agreement, entered into on May 6, 2022, by the parties to the SPV Asset Facility I.

From time to time, the Company sells and contributes certain investments to ORCC II Financing LLC pursuant to a Sale and Contribution Agreement by and between the Company and ORCC II Financing LLC. No gain or loss will be recognized as a result of these sales and contributions. Proceeds from the SPV Asset Facility I have been and will be used to finance the origination and acquisition of eligible assets by the Subsidiaries, including the purchase of such assets from the Company. The Company retains a residual interest in assets contributed to or acquired by the Subsidiaries through its ownership of the Subsidiaries. The maximum principal amount of the SPV Asset Facility I is $500 million; the availability of this amount is subject to a borrowing base test, which is based on the amount of the Subsidiaries’ assets from time to time, and satisfaction of certain conditions, including certain concentration limits.

The SPV Asset Facility I provides for a reinvestment period up to and including November 30, 2023 (the “SPV Asset Facility I Commitment Termination Date”). Prior to the SPV Asset Facility I Commitment Termination Date, proceeds received by the Subsidiaries from interest, dividends, or fees on assets must be used to pay expenses and interest on outstanding borrowings, and the excess may be returned to the Company, subject to certain conditions. Proceeds received from principal on assets prior to the SPV Asset Facility I Commitment Termination Date must be used to make quarterly payments of principal on outstanding borrowings. Following the SPV Asset Facility I Commitment Termination Date, proceeds received by the Subsidiaries from interest and principal on collateral assets must be used to make quarterly payments of principal on outstanding borrowings. Subject to certain conditions, between quarterly payment dates prior to and after the SPV Asset Facility I Commitment Termination Date, excess interest proceeds and principal proceeds may be released to the Subsidiaries to make distributions to the Company.

The SPV Asset Facility I will mature on November 30, 2024. Amounts drawn in USD bear interest at Term SOFR plus a 2.40% spread and after a ramp-up period, the spread is also payable on any undrawn amounts. The Company borrows utilizing three-month SOFR rate loans. The SPV Asset Facility I contains customary covenants, including certain financial maintenance covenants, limitations on the activities of the Subsidiaries, including limitations on incurrence of incremental indebtedness, and customary events of default. The SPV Asset Facility I is secured by a perfected first priority security interest in the Company’s equity interests in the Subsidiaries and in the assets of the Subsidiaries and on any payments received by the Subsidiaries in respect of those assets. Upon the occurrence of certain value adjustment events relating to the assets securing the SPV Asset Facility I, the Subsidiaries will also be required to provide certain cash collateral. Assets pledged to the SPV I Lenders will not be available to pay the debts of the Company.

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

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

SPV Asset Facility II

On April 14, 2020 (the “SPV Asset Facility II Closing Date”), ORCC II Financing II LLC (“ORCC II Financing II”), a Delaware limited liability company and newly formed subsidiary of the Company entered into a Credit Agreement (the “SPV Asset Facility II”), with ORCC II Financing II, as Borrower, the lenders from time to time parties thereto (the “SPV II Lenders”), Natixis, New York Branch, as Administrative Agent, State Street Bank and Trust Company as Collateral Agent and Cortland Capital Market Services LLC as Document Custodian. The parties to the SPV Asset Facility II have entered into various amendments, including to increase the maximum principal amount of the SPV Asset Facility II, change the interest rates for amounts drawn in U.S. dollars, to extend the maturity of the SPV Asset Facility II to convert the benchmark rate of the facility from LIBOR to Term SOFR and make certain other changes. The following describes the terms of the SPV Asset Facility II as amended through April 4, 2023 (the “SPV Asset Facility II Third Amendment Date”).

Blue Owl Capital Corporation II

Notes to Consolidated Financial Statements (Unaudited) – Continued

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

The SPV Asset Facility II provides for the ability to (1) draw term loans and (2) draw and redraw revolving loans under the SPV Asset Facility II through April 14, 2025 unless the revolving commitments are terminated or converted to term loans sooner as provided in the SPV Asset Facility II (the “SPV Asset Facility II Commitment Termination Date”). Unless otherwise terminated, the SPV Asset Facility II will mature on April 4, 2033 (the “SPV Asset Facility II Stated Maturity”). Prior to the SPV Asset Facility II Stated Maturity, proceeds received by ORCC II Financing II from principal and interest, dividends, or fees on assets must be used to pay fees, expenses and interest on outstanding borrowings, and the excess may be returned to the Company, subject to certain conditions. On the SPV Asset Facility II Stated Maturity, ORCC II Financing II must pay in full all outstanding fees and expenses and all principal and interest on outstanding borrowings, and the excess may be returned to the Company.

Amounts drawn bear interest at Term SOFR (or, in the case of certain lenders that are commercial paper conduits, the lower of their cost of funds and Term SOFR plus 0.25%) plus, (x) with respect to revolving loans, 2.75% and (y) with respect to term loans, 2.75% during the SPV Asset Facility II’s reinvestment period and 2.75% thereafter. From the SPV Asset Facility II Third Amendment Date to the SPV Asset Facility II Commitment Termination Date, there is a commitment fee of 0.75% per annum on the undrawn amount, if any, of the revolving commitments in the SPV Asset Facility II. The SPV Asset Facility II contains customary covenants, including certain financial maintenance covenants, limitations on the activities of ORCC II Financing II, including limitations on incurrence of incremental indebtedness, and customary events of default. The SPV Asset Facility II is secured by a perfected first priority security interest in the assets of ORCC II Financing II and on any payments received by ORCC II Financing II in respect of those assets. Assets pledged to the SPV II Lenders will not be available to pay the debts of the Company.

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

Promissory Note

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

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

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

2024 Notes

On November 26, 2019, the Company issued $300 million aggregate principal amount of the Company’s 4.625% notes due November 26, 2024 (the “2024 Notes”) in a private placement in reliance on Section 4(a)(2) of the Securities Act, and for initial resale to qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A promulgated under the Securities Act.

On October 21, 2020, the Company issued an additional $50 million aggregate principal amount of the Company’s 4.625% notes due 2024 and on May 5, 2021, the Company issued an additional $100 million aggregate principal amount of the Company’s 4.625% notes due 2024 (collectively, the “Additional 2024 Notes” and together with the Existing 2024 Notes, the “2024 Notes”) in a private

Blue Owl Capital Corporation II

Notes to Consolidated Financial Statements (Unaudited) – Continued

placement in reliance on Section 4(a)(2) of the Securities Act, and for initial resale to qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A promulgated under the Securities Act. The Additional 2024 Notes will be treated as a single series with the Existing 2024 Notes and will have the same terms as the Existing 2024 Notes.

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

The 2024 Notes were issued pursuant to an Indenture dated as of November 26, 2019 (the “Base Indenture”), between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”), and a First Supplemental Indenture, dated as of November 26, 2019 (the “First Supplemental Indenture” and together with the Base Indenture, the “Indenture”), between the Company and the Trustee. The 2024 Notes will mature on November 26, 2024, unless repurchased or redeemed in accordance with their terms prior to such date. The 2024 Notes bear interest at a rate of 4.625% per year payable semi-annually on May 26 and November 26 of each year, commencing on May 26, 2020. The 2024 Notes are the Company’s direct, general unsecured obligations and rank senior in right of payment to all of the Company’s future indebtedness or other obligations that are expressly subordinated, or junior, in right of payment to the 2024 Notes. The 2024 Notes rank pari passu, or equal, in right of payment with all of the Company’s existing and future indebtedness or other obligations that are not so subordinated. The 2024 Notes are effectively subordinated, or junior, to any of the Company’s future secured indebtedness or other obligations (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness. The 2024 Notes are structurally subordinated, or junior, to all existing and future indebtedness and other obligations (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.

The Indenture contains certain covenants, including covenants requiring us to (i) comply with the asset coverage requirements of the Investment Company Act of 1940, as amended, whether or not it is subject to those requirements, and (ii) provide financial information to the holders of the 2024 Notes and the Trustee if the Company is no longer subject to the reporting requirements under the Securities Exchange Act of 1934, as amended. These covenants are subject to important limitations and exceptions that are described in the Indenture.

In addition, if a change of control repurchase event, as defined in the Indenture, occurs prior to maturity, holders of the 2024 Notes will have the right, at their option, to require the Company to repurchase for cash some or all of the 2024 Notes at a repurchase price equal to 100% of the aggregate principal amount of the 2024 Notes being repurchased, plus accrued and unpaid interest to, but excluding, the repurchase date.

Note 7. Commitments and Contingencies

Portfolio Company Commitments

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


Portfolio Company	Investment	June 30, 2023		December 31, 2022
($ in thousands)
3ES Innovation Inc. (dba Aucerna)	First lien senior secured revolving loan	$	387	$	387
AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC	LLC Interest	2,160		2,500
AAM Series 2.1 Aviation Feeder, LLC	LLC Interest	1,448		2,424
ABB/Con-cise Optical Group LLC	First lien senior secured revolving loan	—		5
Adenza Group, Inc.	First lien senior secured delayed draw term loan	2,276		2,276
Adenza Group, Inc.	First lien senior secured revolving loan	3,496		3,496

AmSpec Group, Inc. (fka AmSpec Services Inc.)	First lien senior secured revolving loan	1,197		1,938
Anaplan, Inc.	First lien senior secured revolving loan	972		972


Apex Service Partners, LLC	First lien senior secured revolving loan	50		19
Apptio, Inc.	First lien senior secured revolving loan	343		196
Aramsco, Inc.	First lien senior secured revolving loan	—		835

Ascend Buyer, LLC (dba PPC Flexible Packaging)	First lien senior secured revolving loan	79		79

Blue Owl Capital Corporation II

Notes to Consolidated Financial Statements (Unaudited) – Continued


Portfolio Company	Investment	June 30, 2023	December 31, 2022
Associations, Inc.	First lien senior secured delayed draw term loan	114	300
Associations, Inc.	First lien senior secured revolving loan	6,146	6,146
Bayshore Intermediate #2, L.P. (dba Boomi)	First lien senior secured revolving loan	991	826
BCPE Osprey Buyer, Inc. (dba PartsSource)	First lien senior secured delayed draw term loan	345	345
BCPE Osprey Buyer, Inc. (dba PartsSource)	First lien senior secured revolving loan	32	52
BCTO BSI Buyer, Inc. (dba Buildertrend)	First lien senior secured revolving loan	1,527	1,527
BP Veraison Buyer, LLC (dba Sun World)	First lien senior secured delayed draw term loan	—	6,081
BP Veraison Buyer, LLC (dba Sun World)	First lien senior secured revolving loan	1,824	1,824

BradyIFS Holdings, LLC (fka Individual Foodservice Holdings, LLC)	First lien senior secured revolving loan	4,051	4,529
Brightway Holdings, LLC	First lien senior secured revolving loan	263	526
Catalis Intermediate, Inc. (fka GovBrands Intermediate, Inc.)	First lien senior secured delayed draw term loan	259	259
Catalis Intermediate, Inc. (fka GovBrands Intermediate, Inc.)	First lien senior secured revolving loan	18	19
Centrify Corporation	First lien senior secured revolving loan	1,345	—

CivicPlus, LLC	First lien senior secured revolving loan	175	213
Denali BuyerCo, LLC (dba Summit Companies)	First lien senior secured delayed draw term loan	—	72
Denali BuyerCo, LLC (dba Summit Companies)	First lien senior secured revolving loan	125	125
Diamondback Acquisition, Inc. (dba Sphera)	First lien senior secured delayed draw term loan	166	166

Douglas Products and Packaging Company LLC	First lien senior secured revolving loan	403	448
EET Buyer, Inc. (dba e-Emphasys)	First lien senior secured revolving loan	91	91
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	6,825	6,825
Forescout Technologies, Inc.	First lien senior secured revolving loan	700	700
Fortis Solutions Group, LLC	First lien senior secured delayed draw term loan	—	3
Fortis Solutions Group, LLC	First lien senior secured revolving loan	78	78
Gainsight, Inc.	First lien senior secured revolving loan	249	872
Galls, LLC	First lien senior secured revolving loan	2,900	2,802
Gaylord Chemical Company, L.L.C.	First lien senior secured revolving loan	2,609	2,609
Gerson Lehrman Group, Inc.	First lien senior secured revolving loan	1,020	2,039

GI Ranger Intermediate, LLC (dba Rectangle Health)	First lien senior secured revolving loan	44	66
Global Music Rights, LLC	First lien senior secured revolving loan	83	83

H&F Opportunities LUX III S.À R.L (dba Checkmarx)	First lien senior secured revolving loan	4,583	4,583
Hercules Borrower, LLC (dba The Vincit Group)	First lien senior secured revolving loan	2,986	2,986
HGH Purchaser, Inc. (dba Horizon Services)	First lien senior secured delayed draw term loan	—	712
HGH Purchaser, Inc. (dba Horizon Services)	First lien senior secured revolving loan	37	1,459

Blue Owl Capital Corporation II

Notes to Consolidated Financial Statements (Unaudited) – Continued


Portfolio Company	Investment	June 30, 2023	December 31, 2022
Hissho Sushi Merger Sub LLC	First lien senior secured revolving loan	65	56
Hometown Food Company	First lien senior secured revolving loan	471	376
Ideal Tridon Holdings, Inc.	First lien senior secured revolving loan	—	564
IG Investments Holdings, LLC (dba Insight Global)	First lien senior secured revolving loan	723	434
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
Integrity Marketing Acquisition, LLC	First lien senior secured revolving loan	1,868	1,868
Intelerad Medical Systems Incorporated (fka 11849573 Canada Inc.)	First lien senior secured revolving loan	1,522	—
Interoperability Bidco, Inc. (dba Lyniate)	First lien senior secured revolving loan	790	326

Kaseya Inc.	First lien senior secured delayed draw term loan	30	32
Kaseya Inc.	First lien senior secured revolving loan	24	32

Lazer Spot Holdings, Inc. (f/k/a Lazer Spot GB Holdings, Inc.)	First lien senior secured revolving loan	—	7,542
Lignetics Investment Corp.	First lien senior secured delayed draw term loan	—	1,225
Lignetics Investment Corp.	First lien senior secured revolving loan	49	588

Litera Bidco LLC	First lien senior secured revolving loan	1,013	734
Mario Purchaser, LLC (dba Len the Plumber)	First lien senior secured delayed draw term loan	149	195
Mario Purchaser, LLC (dba Len the Plumber)	First lien senior secured revolving loan	55	55

MHE Intermediate Holdings, LLC (dba OnPoint Group)	First lien senior secured revolving loan	1,321	1,536
Milan Laser Holdings LLC	First lien senior secured revolving loan	1,961	1,961
MINDBODY, Inc.	First lien senior secured revolving loan	1,071	1,071
Ministry Brands Holdings, LLC	First lien senior secured delayed draw term loan	197	226
Ministry Brands Holdings, LLC	First lien senior secured revolving loan	43	34

National Dentex Labs LLC (fka Barracuda Dental LLC)	First lien senior secured revolving loan	343	31
Natural Partners, LLC	First lien senior secured revolving loan	68	68
Nelipak Holding Company	First lien senior secured USD revolving loan	735	752
Nelipak Holding Company	First lien senior secured EUR revolving loan	651	535
NMI Acquisitionco, Inc. (dba Network Merchants)	First lien senior secured delayed draw term loan	406	406
NMI Acquisitionco, Inc. (dba Network Merchants)	First lien senior secured revolving loan	218	218
Norvax, LLC (dba GoHealth)	First lien senior secured revolving loan	2,727	2,727
Notorious Topco, LLC (dba Beauty Industry Group)	First lien senior secured delayed draw term loan	1,408	1,408
Notorious Topco, LLC (dba Beauty Industry Group)	First lien senior secured revolving loan	1,972	1,761
OB Hospitalist Group, Inc.	First lien senior secured revolving loan	1,641	1,915
Ocala Bidco, Inc.	First lien senior secured delayed draw term loan	4,499	4,499
Pacific BidCo Inc.	First lien senior secured delayed draw term loan	191	191

Blue Owl Capital Corporation II

Notes to Consolidated Financial Statements (Unaudited) – Continued


Portfolio Company	Investment	June 30, 2023	December 31, 2022
Patriot Acquisition TopCo S.A.R.L (dba Corza Health, Inc.)	First lien senior secured revolving loan	2,654	2,086

Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services)	First lien senior secured revolving loan	1,035	1,035
Plasma Buyer LLC (dba PathGroup)	First lien senior secured delayed draw term loan	176	177
Plasma Buyer LLC (dba PathGroup)	First lien senior secured revolving loan	76	76
Pluralsight, LLC	First lien senior secured revolving loan	647	647
Project Power Buyer, LLC (dba PEC-Veriforce)	First lien senior secured revolving loan	563	563
QAD, Inc.	First lien senior secured revolving loan	571	571
Quva Pharma, Inc.	First lien senior secured revolving loan	638	615



Relativity ODA LLC	First lien senior secured revolving loan	1,480	1,480
Sara Lee Frozen Bakery, LLC (fka KSLB Holdings, LLC)	First lien senior secured revolving loan	300	220
Securonix, Inc.	First lien senior secured revolving loan	153	153
Sensor Technology Topco, Inc. (dba Humanetics)	First lien senior secured revolving loan	772	—
SimpliSafe Holding Corporation	First lien senior secured delayed draw term loan	103	103
Smarsh Inc.	First lien senior secured delayed draw term loan	95	96
Smarsh Inc.	First lien senior secured revolving loan	8	48
Sonny's Enterprises, LLC	First lien senior secured delayed draw term loan	1,000	—
Sonny's Enterprises, LLC	First lien senior secured revolving loan	2,630	2,630
Swipe Acquisition Corporation (dba PLI)	First lien senior secured delayed draw term loan	772	772
Swipe Acquisition Corporation (dba PLI)	Letter of Credit	882	882
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	1,744	1,744
Tamarack Intermediate, L.L.C. (dba Verisk 3E)	First lien senior secured revolving loan	94	92

Tempo Buyer Corp. (dba Global Claims Services)	First lien senior secured delayed draw term loan	198	198
Tempo Buyer Corp. (dba Global Claims Services)	First lien senior secured revolving loan	62	91
The Shade Store, LLC	First lien senior secured revolving loan	109	164
THG Acquisition, LLC (dba Hilb)	First lien senior secured revolving loan	1,455	1,871
Thunder Purchaser, Inc. (dba Vector Solutions)	First lien senior secured delayed draw term loan	1,502	1,502
Thunder Purchaser, Inc. (dba Vector Solutions)	First lien senior secured revolving loan	129	540
Troon Golf, L.L.C.	First lien senior secured revolving loan	4,685	4,685
Ultimate Baked Goods Midco, LLC	First lien senior secured revolving loan	2,000	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	183	183
Valence Surface Technologies LLC	First lien senior secured revolving loan	12	12
Velocity HoldCo III Inc. (dba VelocityEHS)	First lien senior secured revolving loan	123	294

Blue Owl Capital Corporation II

Notes to Consolidated Financial Statements (Unaudited) – Continued


Portfolio Company	Investment	June 30, 2023		December 31, 2022
Walker Edison Furniture Company LLC	First lien senior secured delayed draw term loan	449		—
When I Work, Inc.	First lien senior secured revolving loan	143		143

WU Holdco, Inc. (dba Weiman Products, LLC)	First lien senior secured revolving loan	1,479		1,690
Total Unfunded Portfolio Company Commitments		$	111,331	$	127,646

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

Organizational and Offering Costs

The Adviser has incurred organization and offering costs on behalf of the Company in the amount of $12.4 million for the period from October 15, 2015 (Inception) to June 30, 2023, of which $12.4 million has been charged to the Company pursuant to the Investment Advisory Agreement. Under the Investment Advisory Agreement and Administration Agreement, the Adviser is entitled to receive up to 1.5% of gross offering proceeds raised in the Company’s continuous public offering until all organization and offering costs paid by the Adviser have been recovered.

Other Commitments and Contingencies

From time to time, the Company may become a party to certain legal proceedings incidental to the normal course of its business. As of June 30, 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

Share Issuances

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

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


	For the Three Months Ended
	June 30, 2023			June 30, 2022
($ in thousands, except share amounts)	Shares	Amount		Shares	Amount

Reinvestment of distributions	1,249,774	$	11,138	1,181,410	$	10,412
Repurchased Shares	(4,020,194)	(36,021)		(2,961,334)	(25,734)


Total shares/net proceeds	(2,770,420)	$	(24,883)	(1,779,924)	$	(15,322)

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


	For the Six Months Ended
	June 30, 2023			June 30, 2022
($ in thousands, except share amounts)	Shares	Amount		Shares	Amount

Reinvestment of distributions	2,512,917	$	22,367	2,352,936	$	20,893
Repurchased Shares	(6,615,533)	(59,119)		(4,691,343)	(41,096)


Total shares/net proceeds	(4,102,616)	$	(36,752)	(2,338,407)	$	(20,203)

Blue Owl Capital Corporation II

Notes to Consolidated Financial Statements (Unaudited) – Continued

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


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

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

Blue Owl Capital Corporation II

Notes to Consolidated Financial Statements (Unaudited) – Continued

Subsequent to April 30, 2021, shares issued pursuant to the dividend reinvestment plan were issued as follows:


Date of Issuance	Record Date	Number of Shares	Purchase Price per Share
May 26, 2021	May 25, 2021	364,726	$	8.93
June 30, 2021	June 29, 2021	450,718	$	8.99
July 28, 2021	July 27, 2021	392,202	$	8.95
August 25, 2021	August 24, 2021	389,897	$	8.95
September 29, 2021	September 28, 2021	384,273	$	9.00
October 27, 2021	October 26, 2021	387,954	$	8.96
November 24, 2021	November 23, 2021	389,853	$	8.95
December 29, 2021	December 28, 2021	387,939	$	9.00
January 26, 2022	January 25, 2022	389,571	$	8.98
February 23, 2022	February 22, 2022	390,759	$	8.98
March 30, 2022	March 29, 2022	391,196	$	8.88
April 27, 2022	April 26, 2022	392,301	$	8.88
May 25, 2022	May 24, 2022	393,757	$	8.87
June 29, 2022	June 28, 2022	395,352	$	8.69
July 27, 2022	July 26, 2022	398,628	$	8.66
August 31, 2022	August 30, 2022	396,093	$	8.74
September 28, 2022	September 27, 2022	390,703	$	8.77
October 26, 2022	October 25, 2022	391,492	$	8.77
November 15, 2022	September 20, 2022	58,594	$	8.77
November 30, 2022	November 29, 2022	390,290	$	8.76
December 28, 2022	December 27, 2022	380,728	$	8.86
February 1, 2023	January 31, 2023	379,272	$	8.89
February 2, 2023	December 31, 2022	126,215	$	8.89
March 1, 2023	February 28, 2023	380,932	$	8.88
March 29, 2023	March 28, 2023	376,723	$	8.90
April 26, 2023	April 25, 2023	377,165	$	8.90
April 28, 2023	March 31, 2023	125,586	$	8.90
May 31, 2023	May 30, 2023	380,161	$	8.88
June 28, 2023	June 27, 2023	366,863	$	8.96

Distributions

The Board has authorized and declared weekly distribution amounts per share of common stock through June 30, 2021, and monthly and/or quarterly distribution amounts per share of common stock in each case thereafter, payable monthly and/or quarterly in arrears. The following table presents cash distributions per share that were declared during the six months ended June 30, 2023:


	Distributions
($ in thousands)	Dividend	Per Share		Amount
2023
March 31, 2023 (three record dates)	Monthly	$	0.15	$	22,125
March 31, 2023 (one record date)	Quarterly	0.02		2,429
June 30, 2023 (three record dates)	Monthly	0.15		21,923
June 30, 2023 (one record date)	Quarterly	0.01		2,383




Total		$	0.33	$	48,860

Blue Owl Capital Corporation II

Notes to Consolidated Financial Statements (Unaudited) – Continued

The following table presents cash distributions per share that were declared during the six months ended June 30, 2022:


	Distributions
($ in thousands)	Per Share	Per Share		Amount
2022
March 31, 2022 (three record dates)	Monthly	$	0.15	$	22,847
June 30, 2022 (three record dates)	Monthly	0.15		22,763




Total		$	0.30	$	45,610

On January 25, 2022, the Board declared regular monthly distributions for January 2022 through March 2022. The regular monthly cash distributions, each in the gross amount of $0.050180 per share, will be payable monthly to shareholders of record as of the monthly record date.

On February 23, 2022, the Board declared regular monthly distributions for April 2022 through June 2022. The regular monthly cash distributions, each in the gross amount of $0.050180 per share, will be payable monthly to shareholders of record as of the monthly record date.

On March 30, 2022, the Board declared a regular quarterly distribution payable on or before April 28, 2022 to shareholders of record as of March 31, 2022, equal to 100% of the Company's investment company taxable income and net capital gains for the taxable quarter, to the extent such amount exceeds $0.15054 per share, but is less than or equal to $0.167271 per share. For the quarter ended March 31, 2022, we recorded distributions in the gross amount of $0.15054 per share.

On February 21, 2023, the Board declared regular monthly distributions for April 2023 through June 2023. The regular monthly cash distributions, each in the gross amount of $0.050180 per share, will be payable monthly to shareholders of record as of the monthly record date.

On February 21, 2023, the Board declared a regular quarterly distribution payable on or before May 15, 2023 to shareholders of record as of March 31, 2023, equal to 100% of the Company's investment company taxable income and net capital gains for the taxable quarter, to the extent such amount exceeds $0.15054 per share, but is less than or equal to $0.167271 per share. For the quarter ended March 31, 2023, we recorded distributions in the gross amount of $0.167271 per share.

On May 9, 2023, the Board declared regular monthly distributions for July 2023 through September 2023. The regular monthly cash distributions, each in the gross amount of $0.050180 per share, will be payable monthly to shareholders of record as of the monthly record date.

On May 9, 2023, the Board declared a regular quarterly distribution payable on or before August 15, 2023 to shareholders of record as of June 30, 2023, equal to 100% of the Company's investment company taxable income and net capital gains for the taxable quarter, to the extent such amount exceeds $0.15054 per share, but is less than or equal to $0.167271 per share. For the quarter ended June 30, 2023, we recorded distributions in the gross amount of $0.167271 per share.

With respect to distributions, the Company has adopted an “opt-in” dividend reinvestment plan for common shareholders pursuant to which shareholders that have "opted-in" may have the full amount of any cash distribution reinvested in additional shares of the Company's common stock based on the net offering price per share calculated as if the Company's offering had not been terminated. As a result, in the event of a declared distribution, each shareholder that has not “opted-in” to the dividend reinvestment plan will have their dividends or distributions automatically received in cash rather than reinvested in additional shares of the Company’s common stock. Shareholders who receive distributions in the form of shares of common stock will be subject to the same U.S. federal, state and local tax consequences as if they received cash distributions.

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

Through June 30, 2023, a portion of the Company’s distributions resulted from expense support from the Adviser, and future distributions may result from expense support from the Adviser, each of which is subject to repayment by the Company within three years from the date of payment. The purpose of this arrangement is to avoid distributions being characterized as a return of capital for U.S. federal income tax purposes. Shareholders should understand that any such distribution is not based on the Company’s investment performance, and can only be sustained if the Company achieves positive investment performance in future periods and/or the Adviser continues to provide expense support. Shareholders should also understand that the Company’s future repayments of expense support will reduce the distributions that they would otherwise receive. There can be no assurance that the Company will achieve the performance necessary to sustain these distributions, or be able to pay distributions at all.

Blue Owl Capital Corporation II

Notes to Consolidated Financial Statements (Unaudited) – Continued

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


	Six Months Ended June 30, 2023
Source of Distribution	Per Share		Amount		Percentage
($ in thousands, except per share amounts)
Net investment income	$	0.37	$	54,819	112.2	%
Net realized gain on investments	—		—		—
Distributions in excess of (undistributed) net investment income and realized gains	(0.04)		(5,959)		(12.2)
Total	$	0.33	$	48,860	100.0	%


	Six Months Ended June 30, 2022
Source of Distribution	Per Share		Amount		Percentage
($ in thousands, except per share amounts)
Net investment income	$	0.30	$	45,637	100.1	%
Net realized gain (loss) on investments(1)	—		712		1.6
Distributions in excess of (undistributed) net investment income and realized gains	—		(739)		(1.6)
Total	$	0.30	$	45,610	100.0	%

______________

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

Share Repurchases

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

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

Blue Owl Capital Corporation II

Notes to Consolidated Financial Statements (Unaudited) – Continued

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


Offer Date	Tender Offer Expiration	Tender Offer		Purchase Price per Share		Shares Repurchased





May 26, 2020	June 22, 2020	$	16,280,933	$	8.60	600,204
August 24, 2020	September 21, 2020	$	21,493,631	$	8.78	1,797,979
November 16, 2020	December 14, 2020	$	16,153,577	$	8.78	794,091
March 10, 2021	April 6, 2021	$	18,995,153	$	8.95	1,945,553
June 1, 2021	June 28, 2021	$	19,621,539	$	8.99	2,182,596
August 30, 2021	September 27, 2021	$	11,911,588	$	9.00	1,323,510
November 29, 2021	December 27, 2021	$	11,859,682	$	9.00	1,317,742
March 1, 2022	March 28, 2022	$	15,362,486	$	8.88	1,730,010
May 27, 2022	June 27, 2022	$	25,733,988	$	8.69	2,961,334
August 29, 2022	September 26, 2022	$	23,067,664	$	8.77	2,630,292
November 28, 2022	December 23, 2022	$	20,458,302	$	8.86	2,309,063
February 28, 2023	March 27, 2023	$	23,098,513	$	8.90	2,595,339
May 26, 2023	June 26, 2023	$	36,020,345	$	8.96	4,020,194

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	$	31,477	$	(13,979)	$	62,812	$	(3,974)
Weighted average shares of common stock outstanding—basic and diluted	145,534,431		151,201,955		146,209,556		151,493,741
Earnings per common share-basic and diluted	$	0.22	$	(0.09)	$	0.43	$	(0.03)

Blue Owl Capital Corporation II

Notes to Consolidated Financial Statements (Unaudited) – Continued

Note 10. Income Taxes

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

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

For the three and six months ended June 30, 2023, the Company recorded U.S. federal income tax expense/(benefit) of $1.0 million and $1.9 million, respectively, including U.S. federal excise tax expense/(benefit) of $0.4 million and $0.7 million for the three and six months ended June 30, 2023, respectively. For the three and six months ended June 30, 2022, the Company recorded U.S. federal income tax expense/(benefit) of $0.3 million and $0.6 million, respectively.

Taxable Subsidiaries

Certain of the Company’s consolidated subsidiaries are subject to U.S. federal and state corporate-level income taxes. For the three and six months ended June 30, 2023, the Company recorded a current tax expense of approximately $0.6 million and $0.9 million, respectively, for taxable subsidiaries. For the three and six months ended June 30, 2022, the Company recorded a current tax expense of approximately $0.5 million and $0.7 million, respectively, for taxable subsidiaries.

The Company recorded net deferred tax liabilities of $6.5 million and $5.3 million as of June 30, 2023 and December 31, 2022 for taxable subsidiaries, respectively, which is significantly related to GAAP to tax outside basis differences in the taxable subsidiaries' investment in certain partnership interests.

Blue Owl Capital Corporation II

Notes to Consolidated Financial Statements (Unaudited) – Continued

Note 11. Financial Highlights

The below are 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, at beginning of period	$	8.85		$	8.98
Results of operations:
Net investment income(1)	0.37			0.30
Net realized and unrealized gain (loss)(4)	0.05			(0.33)
Net increase (decrease) in net assets resulting from operations	0.42			(0.03)
Shareholder distributions:
Distributions from net investment income(2)	(0.37)			(0.30)
Distributions from net realized gains(2)	—			—
Undistributed (distributions in excess of) net investment income and net realized gains(2)	0.04			—
Net increase (decrease) in net assets from shareholders' distributions	(0.33)			(0.30)



Net asset value, at end of period	$	8.94		$	8.65

Total Return(5)(7)	4.8		%	(0.5)		%

Ratios
Ratio of net expenses to average net assets(3)(6)	11.6		%	7.9		%
Ratio of net investment income to average net assets(6)	9.4		%	6.8		%
Portfolio turnover rate	2.3		%	7.7		%

Supplemental Data
Weighted-average shares outstanding	146,209,556			151,493,741
Shares outstanding, end of period	142,402,668			149,038,112
Net assets, end of period	$	1,273,461		$	1,289,904

______________

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

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

(3)Operating expenses may vary in the future based on the amount of capital raised, the Adviser’s election to continue expense support, and other unpredictable variables. For the six months ended June 30, 2023 and 2022, the total operating expenses to average net assets were 10.6% and 7.9%, respectively, prior to expense support provided by the Adviser, expense recoupment paid to the Adviser, and management and incentive fee waivers, if any. Past performance is not a guarantee of future results.

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

(5)Total return is calculated as the change in net asset value (“NAV”) per share (assuming dividends and distributions, if any, are reinvested in accordance with the Company’s dividend reinvestment plan), if any, divided by the beginning NAV per share (which for the purposes of this calculation is equal to the net offering price in effect at that time).

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

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

Note 12. Subsequent Events

Blue Owl Capital Corporation II was formerly known as “Owl Rock Capital Corporation II.” 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 II.” The Company’s new name took effect on July 6, 2023.

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

The information contained in this section should be read in conjunction with “ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS”. This discussion contains forward-looking statements, which relate to future events or the future performance or financial condition of Blue Owl Capital Corporation II and involves numerous risks and uncertainties, including, but not limited to, those described in our Form 10-K for the fiscal year ended December 31, 2022 and our Form 10-Q for the quarter ended March 31, 2023 in “ITEM 1A. RISK FACTORS”. This discussion also should be read in conjunction with the “Cautionary Statement Regarding Forward Looking Statements” set forth on page 1 of this Quarterly Report on Form 10-Q. Actual results could differ materially from those implied or expressed in any forward-looking statements.

Overview

Blue Owl Capital Corporation II (f/k/a Blue Owl Capital Corporation II) (the “Company”, “we”, “us”, or “our”) is an externally managed, non-diversified closed-end management investment company that has elected to be treated as a business development company (“BDC”) under the 1940 Act. Formed as a Maryland corporation on October 15, 2015, we are externally managed by Blue Owl Credit Advisors LLC (f/k/a Owl Rock Capital Advisors LLC) (the “Adviser”) which is responsible for sourcing potential investments, conducting due diligence on prospective investments, analyzing investment opportunities, structuring investments and monitoring our portfolio on an ongoing basis. We have elected to be treated as a RIC under Subchapter M of the Code, and we intend to operate in a manner so as to continue to qualify for the tax treatment applicable to RICs. On February 28, 2017, we formed a wholly-owned subsidiary, OR Lending II LLC, a Delaware limited liability company, which holds a California finance lenders license. OR Lending II LLC originates loans to borrowers headquartered in California.

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

We previously offered up to 424,000,000 shares of our common stock in a continuous public offering and a follow-on continuous public offering. On September 30, 2016, the Adviser purchased 100 shares of our common stock at $9.00 per share, which represented the initial public offering price of $9.47 per share, net of combined upfront selling commissions and dealer manager fees. The Adviser will not tender these shares for repurchase as long as the Adviser remains our investment adviser. There is no current intention for the Adviser to discontinue in its role. On April 4, 2017, we sold 277,778 shares pursuant to subscription agreements entered into with certain individuals and entities affiliated with the Adviser and met the minimum offering requirement for our continuous public offering. In April 2017, we commenced operations and made our first portfolio company investment. We terminated our continuous public offering as of April 30, 2021. Since meeting the minimum offering requirement and through the termination of our continuous public offering, we issued 151,364,239 shares of our common stock for gross proceeds of approximately $1.4 billion, including seed capital contributed by our Adviser in September 2016 and approximately $10.0 million in gross proceeds raised in the private placement from certain individuals and entities affiliated with our Adviser.

Our Adviser also serves as investment adviser to Blue Owl Capital Corporation (f/k/a Owl Rock Capital Corporation) and Blue Owl Credit Income Corp (f/k/a Owl Rock Core Income Corp.).

Blue Owl consists of three investment platforms: (1) Credit, which focuses on direct lending, (2) GP Strategic Capital, which focuses on providing capital to institutional alternative asset managers and (3) Real Estate, which focuses on real estate strategies. Blue Owl’s Credit platform is comprised of Blue Owl Technology Credit Advisors LLC (“OTCA”), Blue Owl Credit Private Fund Advisors LLC (“OPFA”), Blue Owl Technology Credit Advisors II LLC ("OTCA II") and Blue Owl Diversified Credit Advisors LLC (“ODCA” and together with OTCA, OPFA, OTCA II and the Adviser, the "Blue Owl Credit Advisers"), which also are investment advisers. As of June 30, 2023, the Adviser and its affiliates had $73.8 billion of assets under management across Blue Owl’s Credit platform.

The management of our investment portfolio is the responsibility of the Adviser and the 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, our Adviser and certain affiliates, have been granted an order for exemptive relief (the “Order”) by the SEC to permit us to co-invest with other funds managed by our Adviser or certain 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 Investment Company Act of 1940, as amended (the "1940 Act") of our independent directors make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the transactions, including the consideration to be paid, are reasonable and fair to us and our shareholders and do not involve overreaching by us or our shareholders on the part of any person concerned, (2) the transaction is consistent with the interests of our shareholders and is consistent with our investment objective and strategies, (3) the investment by our affiliates would not disadvantage us, and our participation would not be on a basis different from or less advantageous than that on which our affiliates are investing and (4) the proposed investment by the Company would not benefit the Advisers or its affiliates or any affiliated person of any of them (other than the parties to the transaction), except to the extent permitted by the Order and applicable law, including the limitation 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 over time between us and other funds managed by our Adviser or its affiliates. As a result of the Order, there could be significant overlap in our investment portfolio and the investment portfolio of the Blue Owl Credit Clients and/or other funds managed by the Adviser or its affiliates that could avail themselves of the Order and that have an investment objective similar to ours.

From time to time we may form wholly-owned subsidiaries to facilitate our normal course of business.

Certain of our consolidated subsidiaries are subject to U.S. federal and state corporate-level income taxes.

We have elected to be regulated as a BDC under the 1940 Act and as a 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 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. 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.

We expect that generally our portfolio composition will be majority debt or income producing securities, which may include “covenant-lite” loans (as defined below), with a lesser allocation to equity or equity-linked opportunities, including publicly traded

debt instruments, which we may hold directly or through special purposes vehicles. In addition, we may invest a portion of our portfolio in opportunistic investments and broadly syndicated loans, which will not be our primary focus, but will be intended to enhance returns to our shareholders and from time to time, we may evaluate and enter into strategic portfolio transactions which may result in additional portfolio companies which we are considered to control. These investments may include high-yield bonds and broadly-syndicated loans, including publicly traded debt instruments, which are typically originated and structured by banks on behalf of large corporate borrowers with employee counts, revenues, EBITDAs and enterprise values larger than those of middle-market companies, and equity investments in portfolio companies that make senior secured loans or invest in broadly syndicated loans or structured products, such as life settlements and royalty interests. Our portfolio composition may fluctuate from time to time based on market conditions and interest rates; however, we seek to invest not more than 20% of our portfolio in any single industry classification and target portfolio companies that comprise 1-2% of our portfolio (with no individual portfolio company generally expected to comprise greater than 5% of our portfolio).

Covenants are contractual restrictions that lenders place on companies to limit the corporate actions a company may pursue. Generally, the loans in which we expect to invest will have financial maintenance covenants, which are used to proactively address materially adverse changes in a portfolio company’s financial performance. However, to a lesser extent, we may invest in “covenant-lite” loans. We use the term “covenant-lite” to refer generally to loans that do not have a complete set of financial maintenance covenants. Generally, “covenant-lite” loans provide borrower companies more freedom to negatively impact lenders because their covenants are incurrence-based, which means they are only tested and can only be breached following an affirmative action of the borrower, rather than by a deterioration in the borrower’s financial condition. Accordingly, to the extent we invest in “covenant-lite” loans, we may have fewer rights against a borrower and may have a greater risk of loss on such investments as compared to investments in or exposure to loans with financial maintenance covenants.

We target portfolio companies where we can structure larger transactions. As of June 30, 2023, our average investment size in each of our portfolio companies was approximately $13.8 million based on fair value. As of June 30, 2023, excluding certain investments that fall outside our typical borrower profile, our portfolio companies representing 84.2% of our total debt portfolio based on fair value, had weighted average annual revenue of $823 million, weighted average annual EBITDA of $176 million and an average interest coverage of 1.9x.

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

A majority of our new investments are indexed to the 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, 98.6% 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 generally accepted accounting principles (“U.S. GAAP”) as interest income using the effective yield method for term instruments and the straight-line method for revolving or delayed draw instruments. Repayments of our debt investments can reduce interest income from period to period. The frequency or volume of these repayments may fluctuate significantly. We record prepayment premiums on loans as interest income. We may also generate revenue in the form of commitment, loan origination, structuring, or due diligence fees, fees for providing managerial assistance to our portfolio companies and possibly consulting fees.

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

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

Expenses

Our primary operating expenses include the payment of the management fee, performance based incentive fee, expenses reimbursable under the Administration Agreement and Investment Advisory Agreement, legal and professional fees, interest and other debt expenses and other operating expenses. The management fee and performance based incentive fee compensate our Adviser for work in identifying, evaluating, negotiating, closing, monitoring and realizing our investments.

Except as specifically provided below, all investment professionals and staff of the Adviser, when and to the extent engaged in providing investment advisory and management services to us, and the base compensation, bonus and benefits, and the routine overhead expenses, of such personnel allocable to such services, are provided and paid for by the Adviser. We bear our allocable portion of the compensation paid by the Adviser (or its affiliates) to our Chief Compliance Officer and Chief Financial Officer and their respective staffs (based on a percentage of time such individuals devote, on an estimated basis, to our business affairs). We bear all other costs and expenses of our operations, administration and transactions, including, but not limited to (i) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Investment Advisory Agreement; (ii) our allocable portion of overhead and other expenses incurred by the Adviser in performing its administrative obligations under the Administration Agreement; and (iii) all other expenses of our operations and transactions including, without limitation, those relating to:

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

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

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

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

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

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

•costs of hedging;

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

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

•fees and expenses associated with marketing efforts;

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

•federal, state and local taxes;

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

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

•the costs of any reports, proxy statements or other notices to our shareholders (including printing and mailing costs);

•the costs of any shareholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters;

•commissions and other compensation payable to brokers or dealers;

•research and market data;

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

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

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

•costs of winding up;

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

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

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

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

Expense Support and Conditional Reimbursement Agreement

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

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

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

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

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

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

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

The specific amount of expenses reimbursed by the Adviser, if any, will be determined at the end of each quarter. We or the Adviser will be able to terminate the Expense Support Agreement at any time, with or without notice. The Expense Support Agreement will automatically terminate in the event of (a) the termination of the Investment Advisory Agreement, or (b) a determination by our Board to dissolve or liquidate the Company. Upon termination of the Expense Support Agreement, we will be required to fund any Expense Payments that have not been reimbursed by us to the Adviser. As of June 30, 2023, the amount of Expense Support payments provided by our Adviser since inception is $32.8 million.

Reimbursement of Administrative Services

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

Leverage

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

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

Market Trends

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

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, in recent years, de-emphasized their service and product offerings to middle-market businesses in favor of lending to large corporate clients and managing capital markets transactions. In addition, these lenders may be constrained in their ability to underwrite and hold bank loans and high yield securities for middle-market issuers as they seek to meet existing and future regulatory capital requirements. We also believe that there is a lack of market participants that are willing to hold meaningful amounts of certain middle-market loans. As a result, we believe our ability to minimize syndication risk for a company seeking financing by being able to hold its loans without having to syndicate them, coupled with reduced capacity of traditional lenders to serve the middle-market, present an attractive opportunity to invest in middle-market companies.

Capital Markets Have Been Unable to Fill the Void in U.S. Middle-Market Finance Left by Banks. Access to underwritten bond and syndicated loan markets is challenging for middle-market companies due to loan issue size and liquidity. For example, high yield bonds are generally purchased by institutional investors, such as mutual funds and exchange traded funds (“ETFs”) who, among other things, are focused on the liquidity characteristics of the bond being issued in order to fund investor redemptions and/or comply with regulatory requirements. Accordingly, the existence of an active secondary market for bonds is an important consideration in these entities’ initial investment decision.

Syndicated loans arranged through a bank are done either on a “best efforts” basis or are underwritten with terms plus provisions that permit the underwriters to change certain terms, including pricing, structure, yield and tenor, otherwise known as “flex”, to successfully syndicate the loan, in the event the terms initially marketed are insufficiently attractive to investors. Furthermore, banks are generally reluctant to underwrite middle-market loans because the arrangement fees they may earn on the placement of the debt generally are not sufficient to meet the banks’ return hurdles. Loans provided by companies such as ours provide certainty to issuers in that we have a more stable capital base and have the ability to invest in illiquid assets, and we can commit to a given amount of debt on specific terms, at stated coupons and with agreed upon fees. As we are the ultimate holder of the loans, we do not require market “flex” or other arrangements that banks may require when acting on an agency basis. In addition, our Adviser has teams focused on both liquid credit and private credit and these terms 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. The availability of capital in the liquid credit market is highly sensitive to market conditions whereas we believe private lending has proven to be a stable and reliable source of capital through periods of volatility. 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 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 69.6% first lien senior secured debt investments (of which 70% we consider to be unitranche debt investments (including “last-out” portions of such loans)), 21.2% second-lien senior secured debt investments, 1.7% unsecured investments, 3.0% preferred equity investments and 4.5% common equity investments.

As of June 30, 2023, our weighted average total yield of the portfolio at fair value and amortized cost was 12.2% and 12.3%, respectively, and our weighted average yield of accruing debt and income producing securities at fair value and amortized cost was 12.5% and 12.5%, respectively.

As of June 30, 2023, we had investments in 156 portfolio companies with an aggregate fair value of $2.1 billion. As of June 30, 2023, we had net leverage of 0.67x debt-to-equity.

We expect the pace of our originations to vary with the pace of repayments. 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 expecting 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 have also continued to invest in specialty financing portfolio companies, including AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC and AAM Series 2.1 Aviation Feeder, LLC (collectively, "Amergin AssetCo"), Amergin Asset Management LLC, Fifth Season Investments LLC (“Fifth Season”) and LSI Financing 1 DAC (“LSI Financing”). 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 continue to see the impact of interest rates exceeding our interest rate floors.

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


	For the Three Months Ended June 30,
($ in thousands)	2023			2022
New investment commitments
Gross originations	$	23,389		$	65,573
Less: Sell downs	—			(7,058)
Total new investment commitments	$	23,389		$	58,515
Principal amount of investments funded:
First-lien senior secured debt investments	$	17,851		$	28,543
Second-lien senior secured debt investments	—			883
Unsecured debt investments	—			575
Preferred equity investments	752			5,735
Common equity investments	356			1,138
Total principal amount of investments funded	$	18,959		$	36,874
Principal amount of investments sold or repaid:
First-lien senior secured debt investments	$	(100,032)		$	(114,525)
Second-lien senior secured debt investments	(7,750)			—
Unsecured debt investments	—			—
Preferred equity investments	(79)			—
Common equity investments	(6)			—
Total principal amount of investments sold or repaid	$	(107,867)		$	(114,525)
Number of new investment commitments in new portfolio companies(1)	2			13
Average new investment commitment amount in new portfolio companies	$	8,800		$	2,102
Weighted average term for new investment commitments (in years)	3.6			5.5
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 investment commitments(2)	11.7		%	9.1		%
Weighted average spread over applicable base rate of new debt investment commitments at floating rates	6.4		%	6.8		%

______________

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

(2)Assumes each floating rate commitment is subject to the greater of the interest rate floor (if applicable) or 3-month SOFR, which was 5.27% and 2.12% as of June 30, 2023 and 2022, respectively.

The table below presents 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	$	1,507,308	$	1,496,711	(1)	$	1,633,375	$	1,614,367	(2)
Second-lien senior secured debt investments	470,680		455,904			484,086		467,560
Unsecured debt investments	38,496		36,314			36,708		32,663
Preferred equity investments(3)	63,556		63,737			59,750		58,678
Common equity investments(4)	61,584		96,160			55,033		86,224
Total Investments	$	2,141,624	$	2,148,826		$	2,268,952	$	2,259,492

______________

(1)70% of which we consider unitranche loans.

(2)69% of which we consider unitranche loans.

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

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

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	1.0	%		0.9	%
Aerospace and defense	3.7			3.4
Asset Based Lending and Fund Finance(1)	1.7			1.4
Automotive	1.8			1.6
Buildings and real estate	3.4			4.2
Business services	3.3			3.1
Chemicals	2.6			2.7
Consumer products	5.0			4.5
Containers and packaging	1.5			1.4
Distribution	2.9			3.2
Education	1.2			1.2

Financial services	4.4			5.3
Food and beverage	7.0			7.4
Healthcare equipment and services	4.1			3.9
Healthcare providers and services	5.3			5.0
Healthcare technology	6.2			5.9
Household products	2.5			2.2
Human resource support services	1.4			1.4
Infrastructure and environmental services	0.4			0.4
Insurance(3)	8.5			7.9
Internet software and services	14.2			13.6
Leisure and entertainment	2.8			2.7
Manufacturing	6.8			7.0
Oil and gas	0.4			1.1
Pharmaceuticals(2)	0.0		(4)	—
Professional services	3.2			2.4
Specialty retail	3.3			3.2
Telecommunications	0.1			—
Transportation	1.3			3.0
Total	100.0	%		100.0	%

______________

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

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

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

(4)Rounds to less than 0.1.

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	18.2	%	17.4	%
Northeast	18.6		17.6
South	30.0		33.7
West	24.9		23.5
International	8.3		7.8
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)	12.2	%	11.4	%
Weighted average total yield of accruing debt and income producing securities(1)	12.5	%	11.6	%
Weighted average interest rate of accruing debt securities	11.9	%	11.1	%
Weighted average spread over base rate of all accruing floating rate investments	6.7	%	6.7	%

______________

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

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

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

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

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

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

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

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


Investment Rating						Description
1						Investments rated 1 involve the least amount of risk to our initial cost basis. The borrower is performing above expectations, and the trends and risk factors for this investment since origination or acquisition are generally favorable;

2						Investments rated 2 involve an acceptable level of risk that is similar to the risk at the time of origination or acquisition. The borrower is generally performing as expected and the risk factors are neutral to favorable. All investments or acquired investments in new portfolio companies are initially assessed a rating of 2;

3						Investments rated 3 involve a borrower performing below expectations and indicates that the loan’s risk has increased somewhat since origination or acquisition;

4						Investments rated 4 involve a borrower performing materially below expectations and indicates that the loan’s risk has increased materially since origination or acquisition. In addition to the borrower being generally out of compliance with debt covenants, loan payments may be past due (but generally not more than 120 days past due); and

5						Investments rated 5 involve a borrower performing substantially below expectations and indicates that the loan’s risk has increased substantially since origination or acquisition. Most or all of the debt covenants are out of compliance and payments are substantially delinquent. Loans rated 5 are not anticipated to be repaid in full and we will reduce the fair market value of the loan to the amount we anticipate will be recovered.

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

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

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

The table below shows 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	$	301,675	14.0	%	$	339,145	15.0	%
2	1,637,159		76.2		1,700,525		75.3
3	197,833		9.2		209,883		9.3
4	10,989		0.5		—		—
5	1,170		0.1		9,939		0.4
Total	$	2,148,826	100.0	%	$	2,259,492	100.0	%

The table below shows 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	$	2,005,169	99.4	%	$	2,132,711	99.0	%
Non-accrual	11,315		0.6		21,458		1.0
Total	$	2,016,484	100.0	%	$	2,154,169	100.0	%

Specialty Finance 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, the registered investment manager to Amergin AssetCo. We made a $5.0 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 exemptive relief that we received from the SEC. We do not consolidate our equity interest in Amergin.

Fifth Season Investments LLC

Fifth Season is a portfolio company created to invest in life settlement assets. On July 18, 2022, we made a $6.8 million equity commitment to Fifth Season. We increased our investment in Fifth Season 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 $1.0 million, $0.7 million, $0.1 million, $0.1 million, $0.1 million, $0.1 million, $46.7 thousand, $46.7 thousand and $46.7 thousand, 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. We do not consolidate our equity interest in Fifth Season.

LSI Financing 1 DAC

LSI Financing is a portfolio company formed to acquire contractual rights to revenue pursuant to earnout agreements generally in the life sciences space. We made a $0.3 million equity investment in LSI Financing on December 14, 2022. We increased our investment in LSI Financing on February 17, 2023, February 24, 2023 and March 16, 2023 by $0.1 million, $15.7 thousand and $0.1 million, respectively. 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.

Results of Operations

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


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
($ in thousands)	2023		2022		2023		2022
Total Investment Income	$	67,758	$	50,219	$	134,981	$	98,598
Less: Net Operating Expenses	38,836		27,230		78,307		52,356
Net Investment Income (Loss) Before Taxes	28,922		22,989		56,674		46,242
Less: Income tax expense (benefit), including excise tax expense (benefit)	991		336		1,855		605
Net Investment Income (Loss) After Taxes	27,931		22,653		54,819		45,637
Net change in unrealized gain (loss)	3,557		(36,604)		15,742		(50,323)
Net realized gain (loss)	(11)		(28)		(7,749)		712
Net Increase (Decrease) in Net Assets Resulting from Operations	$	31,477	$	(13,979)	$	62,812	$	(3,974)

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 slightly, primarily driven by market spreads tightening.

Investment Income

The table below presents the investment income 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 income from investments	$	55,742	$	41,292	$	111,207	$	82,339
Payment-in-kind interest income	7,420		5,037		14,461		9,074
Dividend income	3,650		3,268		7,855		5,803
Other income	946		622		1,458		1,382
Total investment income	$	67,758	$	50,219	$	134,981	$	98,598

For the Three Months Ended June 30, 2023 and 2022

Investment income increased to $67.8 million for the three months ended June 30, 2023 from $50.2 million for the same period in prior year primarily due to an increase in interest rates and an increase in dividend income, which increased from $3.3 million for the period ended June 30, 2022 to $3.7 million for the period ended June 30, 2023, partially offset by a decrease in our debt portfolio which, at par, decreased from $2.2 billion to $2.0 billion over the same period. The dividend income increase was primarily driven by an increase in the dividends received from Windows Entities from $1.4 million to $1.9 million for the three months ended June 30, 2022 and 2023, respectively. Included in interest income are other fees such as prepayment fees and accelerated amortization of upfront fees from unscheduled paydowns, which are non-recurring in nature. Period over period, income generated from unscheduled paydown activity increased from $0.9 million to $1.1 million, for the three months ended June 30, 2022 and 2023, respectively. For the three months ended June 30, 2023 and 2022, PIK income represented 13.0% and 12.0% of investment income, respectively. Other income increased period-over-period due to an increase in incremental fee income, which are fees that are generally available to us as a result of closing investments and generally paid at the time of closing. We expect that investment income will vary based on a variety of factors, including the pace of our originations and repayments.

For the Six Months Ended June 30, 2023 and 2022

Investment income increased to $135.0 million for the six months ended June 30, 2023 from $98.6 million for the same period in prior year primarily due to an increase in interest rates and an increase in dividend income, which increased from $5.8 million for the period ended June 30, 2022 to $7.9 million for the period ended June 30, 2023, partially offset by a decrease in our debt portfolio which, at par, decreased from $2.2 billion to $2.0 billion over the same period. The dividend income increase was primarily driven by an increase in the dividends received from Windows Entities from $2.6 million to $4.5 million for the six months ended June 30, 2022 and 2023, respectively and a period-over-period increase in other dividend-earning investments. Included in interest income are other fees such as prepayment fees and accelerated amortization of upfront fees from unscheduled paydowns, which are non-recurring in nature. Period over period, income generated from unscheduled paydown activity decreased from $2.0 million to $1.3 million, for the six months ended June 30, 2022 and 2023, respectively. For the six months ended June 30, 2023 and 2022, PIK income represented 12.8% and 11.2% of investment income, respectively. Other income increased period-over-period due to an increase in incremental fee income, which are fees that are generally available to us as a result of closing investments and generally paid at the time of closing. We expect that investment income will vary based on a variety of factors, including the pace of our originations and repayments.

Expenses

The table below presents expenses 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	$	15,414	$	11,129	$	31,348	$	21,386
Management fee	8,303		8,840		16,807		17,924
Performance based incentive fees	7,154		4,805		14,100		8,162
Professional fees	1,256		1,300		2,524		2,693
Directors' fees	195		287		390		601
Other general and administrative	720		869		1,487		1,590
Total operating expenses	$	33,042	$	27,230	$	66,656	$	52,356


Recoupment of expense support	5,794		—		11,651		—
Net operating expenses	$	38,836	$	27,230	$	78,307	$	52,356

For the Three Months Ended June 30, 2023 and 2022

Net operating expenses increased to $38.8 million for the three months ended June 30, 2023 from $27.2 million for the same period ended June 30, 2022 primarily due to increases in interest expense, recoupment of expense support and performance based incentive fees, partially offset by a decrease in management fees. The increase in interest expense of $4.3 million was driven by rising interest rates resulting in an increase in the weighted average interest rate from 4.0% to 6.2% period over period. The increase in performance based incentive fees of $2.3 million is due to an increase in pre-incentive fee net investment income period over period. The increase in recoupment of expense support of $5.8 million is due to an increase in undistributed net investment income and a decrease in other operating expense ratio as compared to the periods in which we incurred expense support. The decrease in management fees of $0.5 million is due to a decrease in average gross assets driven by sales and repayments of portfolio investments.

For the Six Months Ended June 30, 2023 and 2022

Net operating expenses increased to $78.3 million for the six months ended June 30, 2023 from $52.4 million for the same period ended June 30, 2022 primarily due to increases in interest expense, recoupment of expense support and performance based incentive fees, partially offset by a decrease in management fees. The increase in interest expense of $9.9 million was driven by rising interest rates resulting in an increase in the weighted average interest rate from 3.8% to 6.2% period over period. The increase in performance based incentive fees of $5.9 million is due to an increase in pre-incentive fee net investment income period over period. The increase in recoupment of expense support of $11.7 million is due to an increase in undistributed net investment income and a decrease in other operating expense ratio as compared to the periods in which we incurred expense support. The decrease in management fees of $1.1 million is due to a decrease in average gross assets driven by sales and repayments of portfolio investments.

Net Unrealized Gain (Loss)

We fair value our portfolio investments quarterly and any changes in fair value are recorded as unrealized gains or losses. During the following periods, net unrealized gains (losses) were comprised of the following:


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
($ in thousands)	2023		2022		2023		2022
Net change in unrealized gain on investments	$	14,145	$	5,648	$	34,554	$	6,926
Net change in unrealized loss on investments	(11,011)		(38,718)		(20,362)		(52,296)
Income tax (provision) benefit	(803)		—		(897)		—
Translation of assets and liabilities in foreign currencies	1,226		(3,534)		2,447		(4,953)
Net change in unrealized gain (loss)	$	3,557	$	(36,604)	$	15,742	$	(50,323)

For the Three Months Ended June 30, 2023 and 2022

For the three months ended June 30, 2023, net appreciation on investments was primarily driven by an increase in the fair value of certain equity investments, while our debt portfolio remained relatively flat as compared to March 31, 2023.

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 below:


Portfolio Company ($ in thousands)	Net Change in Unrealized Gain (Loss)
Windows Entities	$	3,053
Delta TopCo, Inc. (dba Infoblox, Inc.)	1,595
Metis HoldCo, Inc. (dba Mavis Tire Express Services)	985
Conair Holdings LLC	945
Aviation Solutions Midco, LLC (dba STS Aviation)	715
Packaging Coordinators Midco, Inc.	462
Remaining portfolio companies	(317)
Aruba Investments Holdings LLC (dba Angus Chemical Company)	(2,371)
H-Food Holdings, LLC	(925)
Sonny's Enterprises, LLC	(529)
Associations, Inc.	(490)
Net unrealized gain (loss) on investments	$	3,123

For the three months ended June 30, 2022, the net unrealized 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 96.6% as compared to 97.9% as of March 31, 2022. The primary driver of our portfolio’s unrealized loss was due to current market conditions and credit spreads widening.

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 below:


Portfolio Company ($ in thousands)	Net Change in Unrealized Gain (Loss)
Swipe Acquisition Corporation (dba PLI)	$	2,086
Remaining portfolio companies	(16,620)
Conair Holdings, LLC	(4,213)
Valence Surface Technologies LLC	(2,952)
Delta TopCo, Inc. (dba Infoblox, Inc.)	(2,605)
Metis HoldCo, Inc. (dba Mavis Tire Express Services)	(1,879)
Cornerstone OnDemand, Inc.	(1,862)
Nutraceutical International Corporation	(1,562)
Packaging Coordinators Midco, Inc.	(1,252)
Walker Edison Furniture Company LLC	(1,199)
Shearer's Foods, LLC	(1,012)
Net unrealized gain (loss) on investments	$	(33,070)

For the Six Months Ended June 30, 2023 and 2022

For the six months ended June 30, 2023, net appreciation on investments 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 97.3% as compared to 96.9% as of December 31, 2022. The primary driver of our portfolio’s net unrealized gain for the six months ended June 30, 2023 was due to market conditions, including credit spreads tightening, and reversals of prior period unrealized losses that were realized in the quarter in connection with the restructuring of certain debt investments.

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


Portfolio Company ($ in thousands)	Net Change in Unrealized Gain (Loss)
Walker Edison Furniture Company LLC	$	7,591
Windows Entities	3,407
Hg Saturn Luchaco Limited	3,322
Delta TopCo, Inc. (dba Infoblox, Inc.)	1,590
Conair Holdings LLC	1,378
Muine Gall, LLC	1,325
Metis HoldCo, Inc. (dba Mavis Tire Express Services)	1,301
Remaining portfolio companies	176
Aruba Investments Holdings LLC (dba Angus Chemical Company)	(2,379)
The Better Being Co., LLC (fka Nutraceutical International Corporation)	(2,089)
H-Food Holdings, LLC	(1,441)
Net unrealized gain (loss) on investments	$	14,181

For the six months ended June 30, 2022, the net unrealized 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 96.6% as compared to 98.4% as of December 31, 2021. The primary driver of our portfolio’s unrealized loss was due to current market conditions and credit spreads widening.

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 below:


Portfolio Company ($ in thousands)	Net Change in Unrealized Gain (Loss)
Swipe Acquisition Corporation (dba PLI)	$	2,077
PCF Holdco, LLC (dba PCF Insurance Services)	1,585
Remaining portfolio companies	(27,836)
Conair Holdings, LLC	(4,567)
Valence Surface Technologies LLC	(3,662)
Delta TopCo, Inc. (dba Infoblox, Inc.)	(2,810)
Metis HoldCo, Inc. (dba Mavis Tire Express Services)	(2,427)
Cornerstone OnDemand, Inc.	(2,041)
Packaging Coordinators Midco, Inc.	(1,936)
Walker Edison Furniture Company LLC	(1,880)
Nutraceutical International Corporation	(1,873)
Net unrealized gain (loss) on investments	$	(45,370)

Net Realized Gain (Loss)

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


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
($ in thousands)	2023		2022		2023		2022
Net realized gain (loss) on investments	$	4	$	(5)	$	(7,748)	$	790
Net realized gain (loss) on foreign currency transactions	(15)		(23)		(1)		(78)
Net realized gain (loss)	$	(11)	$	(28)	$	(7,749)	$	712

Realized Gross Internal Rate of Return

Since we began investing in 2017 through June 30, 2023, our exited investments have resulted in an aggregate cash flow realized gross internal rate of return to us of over 9.5% (based on total capital invested of $1.7 billion and total proceeds from these exited investments of $1.9 billion). Over seventy-five percent of these exited investments resulted in an aggregate cash flow realized gross internal rate of return (“IRR”) to us of 8% or greater.

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

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

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

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

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

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

Financial Condition, Liquidity and Capital Resources

Our liquidity and capital resources are generated primarily from the net proceeds of any offering of our common stock and from cash flows from interest, dividends and fees earned from our investments and principal repayments and proceeds from sales of our investments. The primary uses of our cash are for (i) investments in portfolio companies and other investments and to comply with certain portfolio diversification requirements, (ii) the cost of operations (including paying or reimbursing our Adviser), (iii) debt service, repayment and other financing costs of any borrowings and (iv) cash distributions to the holders of our shares.

We may from time to time enter into additional credit facilities, increase the size of our existing credit facilities or issue additional debt securities. Any such incurrence or issuance would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions and other factors. In accordance with the 1940 Act, with certain limited exceptions, we are only allowed to incur borrowings, issue debt securities or issue preferred stock, if immediately after the borrowing or issuance, the ratio of total assets (less total liabilities other than indebtedness) to total indebtedness plus preferred stock, is at least 200% (or 150% if certain conditions are met). In addition, from time to time, we may seek to retire, repurchase, or exchange debt securities in open market purchases or by other means, including privately negotiated transactions, in each case dependent on market conditions, liquidity, contractual obligations, and other matters. The amounts involved in any such transactions, individually or in the aggregate, may be material.

As of June 30, 2023 and December 31, 2022, our asset coverage ratios were 240% and 229%, respectively. We seek to carefully consider our unfunded commitments for the purpose of planning our ongoing financial leverage. Further, we maintain sufficient borrowing capacity within the 200% (or 150% if certain conditions are met) asset coverage limitation to cover any outstanding unfunded commitments we are required to fund.

Cash as of June 30, 2023, taken together with our available debt, is expected to be sufficient for our investing activities and to conduct our operations in the near term. As of June 30, 2023, we had $48.0 million in cash. During the six months ended June 30, 2023, cash provided by operating activities was $184.5 million, primarily as a result of selldowns and repayments of portfolio investments of $192.2 million and other operating activities of $43.2 million, partially offset by funding portfolio investments of $50.9 million. Lastly, we used $183.8 million of cash for financing activities during the period, which was the result of debt issuance costs of $2.2 million, net repayments on our credit facilities of $96.0 million, distributions paid of $26.5 million and repurchased shares of $59.1 million. Our long-term cash needs will include principal payments on outstanding indebtedness and funding of additional portfolio investments. Funding for long-term cash needs will come from unused net proceeds from financing activities. We believe that our liquidity and sources of capital are adequate to satisfy our short and long-term cash requirements. We cannot, however, be certain that these sources of funds will be available at a time and upon terms acceptable to us in sufficient amounts in the future.

As of June 30, 2022, we had $49.2 million in cash. During the six months ended June 30, 2022, cash provided by operating activities was $137.5 million, primarily as a result of selldowns and repayments of portfolio investments of $214.5 million and other operating activities of $39.9 million, partially offset by funding portfolio investments of $116.9 million. Lastly, we used $142.3 million in cash for financing activities during the period, which was the result of debt issuance costs of $1.5 million, net repayments on our credit facilities of $75.0 million, distributions paid of $24.7 million and repurchased shares of $41.1 million.

Net Assets

Share Issuances

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

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


	For the Three Months Ended
	June 30, 2023			June 30, 2022
($ in thousands, except share amounts)	Shares	Amount		Shares	Amount

Reinvestment of distributions	1,249,774	$	11,138	1,181,410	$	10,412
Repurchased Shares	(4,020,194)	(36,021)		(2,961,334)	(25,734)


Total shares/net proceeds	(2,770,420)	$	(24,883)	(1,779,924)	$	(15,322)

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


	For the Six Months Ended
	June 30, 2023			June 30, 2022
($ in thousands, except share amounts)	Shares	Amount		Shares	Amount

Reinvestment of distributions	2,512,917	$	22,367	2,352,936	$	20,893
Repurchased Shares	(6,615,533)	(59,119)		(4,691,343)	(41,096)


Total shares/net proceeds	(4,102,616)	$	(36,752)	(2,338,407)	$	(20,203)

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


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

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

Subsequent to April 30, 2021, shares issued pursuant to the dividend reinvestment plan were issued as follows:


Date of Issuance	Record Date	Number of Shares	Purchase Price per Share
May 26, 2021	May 25, 2021	364,726	$	8.93
June 30, 2021	June 29, 2021	450,718	$	8.99
July 28, 2021	July 27, 2021	392,202	$	8.95
August 25, 2021	August 24, 2021	389,897	$	8.95
September 29, 2021	September 28, 2021	384,273	$	9.00
October 27, 2021	October 26, 2021	387,954	$	8.96
November 24, 2021	November 23, 2021	389,853	$	8.95
December 29, 2021	December 28, 2021	387,939	$	9.00
January 26, 2022	January 25, 2022	389,571	$	8.98
February 23, 2022	February 22, 2022	390,759	$	8.98
March 30, 2022	March 29, 2022	391,196	$	8.88
April 27, 2022	April 26, 2022	392,301	$	8.88
May 25, 2022	May 24, 2022	393,757	$	8.87
June 29, 2022	June 28, 2022	395,352	$	8.69
July 27, 2022	July 26, 2022	398,628	$	8.66
August 31, 2022	August 30, 2022	396,093	$	8.74
September 28, 2022	September 27, 2022	390,703	$	8.77
October 26, 2022	October 25, 2022	391,492	$	8.77
November 15, 2022	September 20, 2022	58,594	$	8.77
November 30, 2022	November 29, 2022	390,290	$	8.76
December 28, 2022	December 27, 2022	380,728	$	8.86
February 1, 2023	January 31, 2023	379,272	$	8.89
February 2, 2023	December 31, 2022	126,215	$	8.89
March 1, 2023	February 28, 2023	380,932	$	8.88
March 29, 2023	March 28, 2023	376,723	$	8.90
April 26, 2023	April 25, 2023	377,165	$	8.90
April 28, 2023	March 31, 2023	125,586	$	8.90
May 31, 2023	May 30, 2023	380,161	$	8.88
June 28, 2023	June 27, 2023	366,863	$	8.96

Distributions

Our Board has authorized and declared weekly distribution amounts per share of common stock through June 30, 2021, and monthly and/or quarterly distribution amounts per share of common stock thereafter, in each case payable monthly and/or quarterly in arrears. The following table presents cash distributions per share that were declared during the six months ended June 30, 2023:


	Distributions
($ in thousands)	Dividend	Per Share		Amount
2023
March 31, 2023 (three record dates)	Monthly	$	0.15	$	22,125
March 31, 2023 (one record date)	Quarterly	0.02		2,429
June 30, 2023 (three record dates)	Monthly	0.15		21,923
June 30, 2023 (one record date)	Quarterly	0.01		2,383




Total		$	0.33	$	48,860

During certain periods, our distributions may exceed our earnings. As a result, it is possible that a portion of the distributions we make may represent a return of capital. A return of capital generally is a return of a shareholder’s investment rather than a return of earnings or gains derived from our investment activities. Each year a statement on Form 1099-DIV identifying the tax character of the distributions will be mailed to our shareholders. The tax character of the distributions are not determined until the Company’s taxable year end.

The following table presents cash distributions per share that were declared during the six months ended June 30, 2022:


	Distributions
($ in thousands)	Per Share	Per Share		Amount
2022
March 31, 2022 (three record dates)	Monthly	$	0.15	$	22,847
June 30, 2022 (three record dates)	Monthly	0.15		22,763




Total		$	0.30	$	45,610

On January 25, 2022, our Board declared regular monthly distributions for January 2022 through March 2022. The regular monthly cash distributions, each in the gross amount of $0.050180 per share, will be payable monthly to shareholders of record as of the monthly record date.

On February 23, 2022, our Board declared regular monthly distributions for April 2022 through June 2022. The regular monthly cash distributions, each in the gross amount of $0.050180 per share, will be payable monthly to shareholders of record as of the monthly record date.

On March 30, 2022, our Board declared a regular quarterly distribution payable on or before April 28, 2022 to shareholders of record as of March 31, 2022, equal to 100% of the Company's investment company taxable income and net capital gains for the taxable quarter, to the extent such amount exceeds $0.15054 per share, but is less than or equal to $0.167271 per share. For the quarter ended March 31, 2022, we recorded distributions in the gross amount of $0.15054 per share.

On February 21, 2023, our Board declared regular monthly distributions for April 2023 through June 2023. The regular monthly cash distributions, each in the gross amount of $0.050180 per share, will be payable monthly to shareholders of record as of the monthly record date.

On February 21, 2023, our Board declared a regular quarterly distribution payable on or before May 15, 2023 to shareholders of record as of March 31, 2023, equal to 100% of the Company's investment company taxable income and net capital gains for the taxable quarter, to the extent such amount exceeds $0.15054 per share, but is less than or equal to $0.167271 per share. For the quarter ended March 31, 2023, we recorded distributions in the gross amount of $0.167271 per share.

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

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

Through June 30, 2023, a portion of our distributions resulted from expense support from the Adviser, and future distributions may result from expense support from the Adviser, each of which is subject to repayment by us within three years from the date of payment. The purpose of this arrangement is to avoid distributions being characterized as a return of capital for U.S. federal income tax purposes. Shareholders should understand that any such distributions are not based on our investment performance and can only be sustained if we achieve positive investment performance in future periods and/or the Adviser continues to provide expense support. Shareholders should also understand that our future repayments of expense support will reduce the distributions that they would otherwise receive. There can be no assurance that we will achieve the performance necessary to sustain these distributions or be able to pay distributions at all.

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


	Six Months Ended June 30, 2023
Source of Distribution	Per Share		Amount		Percentage
($ in thousands, except per share amounts)
Net investment income	$	0.37	$	54,819	112.2	%
Net realized gain on investments	—		—		—
Distributions in excess of (undistributed) net investment income and realized gains	(0.04)		(5,959)		(12.2)
Total	$	0.33	$	48,860	100.0	%


	Six Months Ended June 30, 2022
Source of Distribution	Per Share		Amount		Percentage
($ in thousands, except per share amounts)
Net investment income	$	0.30	$	45,637	100.1	%
Net realized gain on investments(1)	—		712		1.6
Distributions in excess of net investment income	—		(739)		(1.6)
Total	$	0.30	$	45,610	100.0	%

________________

(1) The per share amount rounds to less than $0.01 per share.

Share Repurchases

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

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

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


Offer Date	Tender Offer Expiration	Tender Offer	Purchase Price per Share	Shares Repurchased




March 9, 2020	April 3, 2020	$21,398,616	$8.30	1,462,441
May 26, 2020	June 22, 2020	$16,280,933	$8.60	600,204
August 24, 2020	September 21, 2020	$21,493,631	$8.78	1,797,979
November 16, 2020	December 14, 2020	$16,153,577	$8.78	794,091
March 10, 2021	April 6, 2021	$18,995,153	$8.95	1,945,553
June 1, 2021	June 28, 2021	$19,621,539	$8.99	2,182,596
August 30, 2021	September 27, 2021	$11,911,588	$9.00	1,323,510
November 29, 2021	December 27, 2021	$11,859,682	$9.00	1,317,742
March 1, 2022	March 28, 2022	$15,362,486	$8.88	1,730,010
May 27, 2022	June 27, 2022	$25,733,988	$8.69	2,961,334
August 29, 2022	September 26, 2022	$23,067,664	$8.77	2,630,292
November 28, 2022	December 23, 2022	$20,458,302	$8.86	2,309,063
February 28, 2023	March 27, 2023	$23,098,513	$8.90	2,595,339
May 26, 2023	June 26, 2023	$36,020,345	$8.96	4,020,194

Total Return Since Inception

Cumulative total return for the period April 4, 2017 to June 30, 2023 was 56.2% (without upfront sales load) and 48.4% (with maximum upfront sales load). The following table presents cumulative total returns for the six months ended June 30, 2023, rolling 1-year, 3-year and 5-year periods and since inception.

Shareholder Returns (Without Sales Charge)

Shareholder Returns (With
Maximum Sales Charge)

Annualized Total Return

Cumulative Total Return
Since Inception

YTD

1-Year

3-Year

5-Year

Since Inception

Cumulative Total Return
Since Inception

Total Shareholder Returns(1)(2)

4.8%

10.9%

9.6%

8.3%

9.0%

56.2%

48.4%

______________

(1)Compounded monthly.

(2)Total return is calculated as the change in net asset value (“NAV”) per share (assuming dividends and distributions, if any, are reinvested in accordance with the Company’s dividend reinvestment plan), if any, divided by the beginning NAV per share (which for the purposes of this calculation is equal to the net offering price in effect at that time).

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

Debt

Aggregate Borrowings

Our debt obligations consisted of the below as of the following periods:


	June 30, 2023
($ in thousands)	Aggregate Principal Committed		Outstanding Principal		Amount Available(1)		Net Carrying Value(2)
SPV Asset Facility I	$	500,000	$	304,223	$	121,449	$	304,131
SPV Asset Facility II	325,000		150,000		27,218		144,702
2024 Notes	450,000		450,000		—		450,142
Total Debt	$	1,275,000	$	904,223	$	148,667	$	898,975

______________

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


	December 31, 2022
($ in thousands)	Aggregate Principal Committed		Outstanding Principal		Amount Available(1)		Net Carrying Value(2)
SPV Asset Facility I	$	500,000	$	374,222	$	29,179	$	374,084
SPV Asset Facility II	325,000		176,000		79,146		172,397
2024 Notes	450,000		450,000		—		450,192
Total Debt	$	1,275,000	$	1,000,222	$	108,325	$	996,673

______________

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

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


	For the Three Months Ended June 30,						For the Six Months Ended June 30,
($ in thousands)	2023			2022			2023			2022
Interest expense	$	15,133		$	10,702		$	30,832		$	20,617
Amortization of debt issuance costs	281			427			516			769
Total Interest Expense	$	15,414		$	11,129		$	31,348		$	21,386
Average interest rate	6.2		%	4.0		%	6.2		%	3.8		%
Average daily borrowings	$	918,234		$	1,024,681		$	957,991		$	1,061,166

Senior Securities

Information about our senior securities is shown in the following table as of June 30, 2023 and the fiscal years ended December 31, 2022, 2021, 2020, 2019, 2018 and 2017.


Class and Period	Total Amount Outstanding Exclusive of Treasury Securities(1) ($ in millions)		Asset Coverage per Unit(2)		Involuntary Liquidating Preference per Unit(3)		Average Market Value per Unit(4)
Promissory Note(5)
December 31, 2020	$	—	$	—	$	—	N/A
December 31, 2019	$	—	$	2,687	$	—	N/A
December 31, 2018	$	—	$	2,397	$	—	N/A
December 31, 2017	$	—	$	4,969	$	—	N/A
SPV Asset Facility I
June 30, 2023 (unaudited)	$	304.2	$	2,400	$	—	N/A
December 31, 2022	$	374.2	$	2,288	$	—	N/A
December 31, 2021	$	412.2	$	2,213	$	—	N/A
December 31, 2020	$	365.1	$	2,416	$	—	N/A
December 31, 2019	$	265.7	$	2,687	$	—	N/A
December 31, 2018	$	302.5	$	2,397	$	—	N/A
December 31, 2017	$	20.0	$	4,969	$	—	N/A
SPV Asset Facility II
June 30, 2023 (unaudited)	$	150.0	$	2,400	$	—	N/A
December 31, 2022	$	176.0	$	2,288	$	—	N/A
December 31, 2021	$	255.0	$	2,213	$	—	N/A
December 31, 2020	$	191.0	$	2,416	$	—	N/A
2024 Notes
June 30, 2023 (unaudited)	$	450.0	$	2,400	$	—	N/A
December 31, 2022	$	450.0	$	2,288	$	—	N/A
December 31, 2021	$	450.0	$	2,213	$	—	N/A
December 31, 2020	$	350.0	$	2,416	$	—	N/A
December 31, 2019	$	300.0	$	2,687	$	—	N/A

_____________________

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

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

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

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

(5)Promissory Note expired on December 31, 2020.

SPV Asset 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 December 1, 2017 (the “SPV Asset Facility I Closing Date”), ORCC II Financing LLC and OR Lending II LLC (collectively, the “Subsidiaries”), each a Delaware limited liability company and a wholly-owned subsidiary of us, entered into a Credit Agreement (the “SPV Asset Facility I”). Parties to the SPV Asset Facility I include ORCC II Financing LLC and OR Lending II LLC, as Borrowers, and the lenders from time to time parties thereto (the “SPV I Lenders”), Goldman Sachs Bank USA as Sole Lead Arranger, Syndication Agent and Administrative Agent, State Street Bank and Trust Company as Collateral Administrator and Collateral Agent and Cortland Capital Market Services LLC as Collateral Custodian. From time to time, the parties to the SPV Asset Facility I have amended the SPV Asset Facility I and the related transaction documents.

The summary below reflects the terms of the SPV Asset Facility I as amended from time to time, as amended through April 6, 2023, including by the Third Amended and Restated Credit Agreement, entered into on May 6, 2022, by the parties to the SPV Asset Facility I.

From time to time, we sell and contribute certain investments to ORCC II Financing LLC pursuant to a Sale and Contribution Agreement by and between us and ORCC II Financing LLC. No gain or loss will be recognized as a result of these sales and contributions. Proceeds from the SPV Asset Facility I have been and will be used to finance the origination and acquisition of eligible assets by the Subsidiaries, including the purchase of such assets from us. We retain a residual interest in assets contributed to or acquired by the Subsidiaries through our ownership of the Subsidiaries. The maximum principal amount of the SPV Asset Facility I is $500 million; the availability of this amount is subject to a borrowing base test, which is based on the amount of the Subsidiaries’ assets from time to time, and satisfaction of certain conditions, including certain concentration limits.

The SPV Asset Facility I provides for a reinvestment period up to and including November 30, 2023. (the “SPV Asset Facility I Commitment Termination Date”). Prior to the SPV Asset Facility I Commitment Termination Date, proceeds received by the Subsidiaries from interest, dividends, or fees on assets must be used to pay expenses and interest on outstanding borrowings, and the excess may be returned to the Company, subject to certain conditions. Proceeds received from principal on assets prior to the SPV Asset Facility I Commitment Termination Date must be used to make quarterly payments of principal on outstanding borrowings. Following the SPV Asset Facility I Commitment Termination Date, proceeds received by the Subsidiaries from interest and principal on collateral assets must be used to make quarterly payments of principal on outstanding borrowings. Subject to certain conditions, between quarterly payment dates prior to and after the SPV Asset Facility I Commitment Termination Date, excess interest proceeds and principal proceeds may be released to the Subsidiaries to make distributions to us.

The SPV Asset Facility I will mature on November 30, 2024. Amounts drawn in USD bear interest at Term SOFR plus a 2.40% spread and after a ramp-up period, the spread is also payable on any undrawn amounts. The Company borrows utilizing three-month SOFR rate loans. The SPV Asset Facility I contains customary covenants, including certain financial maintenance covenants, limitations on the activities of the Subsidiaries, including limitations on incurrence of incremental indebtedness, and customary events of default. The SPV Asset Facility I is secured by a perfected first priority security interest in our equity interests in the Subsidiaries and in the assets of the Subsidiaries and on any payments received by the Subsidiaries in respect of those assets. Upon the occurrence of certain value adjustment events relating to the assets securing the SPV Asset Facility I, the Subsidiaries will also be required to provide certain cash collateral. Assets pledged to the SPV I Lenders will not be available to pay our debts.

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

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

SPV Asset Facility II

On April 14, 2020 (the “SPV Asset Facility II Closing Date”), ORCC II Financing II LLC (“ORCC II Financing II”), a Delaware limited liability company and newly formed subsidiary of us entered into a Credit Agreement (the “SPV Asset Facility II”), with ORCC II Financing II, as Borrower, the lenders from time to time parties thereto (the “SPV II Lenders”), Natixis, New York Branch, as Administrative Agent, State Street Bank and Trust Company as Collateral Agent and Cortland Capital Market Services LLC as Document Custodian. The parties to the SPV Asset Facility II have entered into various amendments, including to increase the maximum principal amount of the SPV Asset Facility II, change the interest rates for amounts drawn in U.S. dollars, to extend the maturity of the SPV Asset Facility II to convert the benchmark rate of the facility from LIBOR to Term SOFR and make certain other changes. The following describes the terms of the SPV Asset Facility II as amended through April 4, 2023 (the “SPV Asset Facility II Second Amendment Date”).

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

The SPV Asset Facility II provides for the ability to (1) draw term loans and (2) draw and redraw revolving loans under the SPV Asset Facility II through April 4, 2025 unless the revolving commitments are terminated or converted to term loans sooner as provided in the SPV Asset Facility II (the “SPV Asset Facility II Commitment Termination Date”). Unless otherwise terminated, the SPV Asset Facility II will mature on April 4, 2033 (the “SPV Asset Facility II Stated Maturity”). Prior to the SPV Asset Facility II Stated Maturity, proceeds received by ORCC II Financing II from principal and interest, dividends, or fees on assets must be used to pay fees, expenses and interest on outstanding borrowings, and the excess may be returned to us, subject to certain conditions. On the SPV Asset Facility II Stated Maturity, ORCC II Financing II must pay in full all outstanding fees and expenses and all principal and interest on outstanding borrowings, and the excess may be returned to us.

Amounts drawn bear interest at Term SOFR (or, in the case of certain lenders that are commercial paper conduits, the lower of their cost of funds and Term SOFR plus 0.25%) plus, (x) with respect to revolving loans, 2.75% and (y) with respect to term loans, 2.75% during the SPV Asset Facility II’s reinvestment period and 2.75% thereafter. From the SPV Asset Facility II Closing Date to the SPV Asset Facility II Commitment Termination Date, there is a commitment fee of 0.75% per annum on the undrawn amount, if any, of the revolving commitments in the SPV Asset Facility II. The SPV Asset Facility II contains customary covenants, including certain financial maintenance covenants, limitations on the activities of ORCC II Financing II, including limitations on incurrence of incremental indebtedness, and customary events of default. The SPV Asset Facility II is secured by a perfected first priority security interest in the assets of ORCC II Financing II and on any payments received by ORCC II Financing II in respect of those assets. Assets pledged to the SPV II Lenders will not be available to pay the debts of the Company.

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

Promissory Note

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

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

2024 Notes

On November 26, 2019, we issued $300 million aggregate principal amount of our 4.625% notes due November 26, 2024 (the “Existing 2024 Notes”) in a private placement in reliance on Section 4(a)(2) of the Securities Act, and for initial resale to qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A promulgated under the Securities Act.

On October 21, 2020, we issued an additional $50 million aggregate principal amount of our 4.625% notes due 2024 and on May 5, 2021, we issued an additional $100 million aggregate principal amount of our 4.625% notes due 2024 (collectively, the “Additional 2024 Notes” and together with the Existing 2024 Notes, the “2024 Notes”) in a private placement in reliance on Section 4(a)(2) of the Securities Act, and for initial resale to qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A promulgated under the Securities Act. The Additional 2024 Notes will be treated as a single series with the Existing 2024 Notes and will have the same terms as the Existing 2024 Notes.

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

The 2024 Notes were issued pursuant to an Indenture dated as of November 26, 2019 (the “Base Indenture”), between us and Wells Fargo Bank, National Association, as trustee (the “Trustee”), and a First Supplemental Indenture, dated as of November 26, 2019 (the “First Supplemental Indenture” and together with the Base Indenture, the “Indenture”), between us and the Trustee. The 2024 Notes will mature on November 26, 2024, unless repurchased or redeemed in accordance with their terms prior to such date. The 2024 Notes bear interest at a rate of 4.625% per year payable semi-annually on May 26 and November 26 of each year, commencing on May 26, 2020. The 2024 Notes will be our direct, general unsecured obligations and will rank senior in right of payment to all of our future indebtedness or other obligations that are expressly subordinated, or junior, in right of payment to the 2024 Notes. The 2024 Notes will rank pari passu, or equal, in right of payment with all of our existing and future indebtedness or other obligations that are not so subordinated. The 2024 Notes will rank effectively subordinated, or junior, to any of our future secured indebtedness or other obligations (including unsecured indebtedness that we later secure) to the extent of the value of the assets securing such indebtedness. The 2024 Notes will rank structurally subordinated, or junior, to all existing and future indebtedness and other obligations (including trade payables) incurred by our subsidiaries, financing vehicles or similar facilities.

The Indenture contains certain covenants, including covenants requiring us to (i) comply with the asset coverage requirements of the Investment Company Act of 1940, as amended, whether or not it is subject to those requirements, and (ii) provide financial information to the holders of the 2024 Notes and the Trustee if we are no longer subject to the reporting requirements under the Securities Exchange Act of 1934, as amended. These covenants are subject to important limitations and exceptions that are described in the Indenture.

In addition, if a change of control repurchase event, as defined in the Indenture, occurs prior to maturity, holders of the 2024 Notes will have the right, at their option, to require us to repurchase for cash some or all of the 2024 Notes at a repurchase price equal to 100% of the aggregate principal amount of the 2024 Notes being repurchased, plus accrued and unpaid interest to, but excluding, the repurchase date.

100

Off-Balance Sheet Arrangements

Portfolio Company Commitments

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


Portfolio Company	Investment	June 30, 2023		December 31, 2022
($ in thousands)
3ES Innovation Inc. (dba Aucerna)	First lien senior secured revolving loan	$	387	$	387
AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC	LLC Interest	2,160		2,500
AAM Series 2.1 Aviation Feeder, LLC	LLC Interest	1,448		2,424
ABB/Con-cise Optical Group LLC	First lien senior secured revolving loan	—		5
Adenza Group, Inc.	First lien senior secured delayed draw term loan	2,276		2,276
Adenza Group, Inc.	First lien senior secured revolving loan	3,496		3,496

AmSpec Group, Inc. (fka AmSpec Services Inc.)	First lien senior secured revolving loan	1,197		1,938
Anaplan, Inc.	First lien senior secured revolving loan	972		972


Apex Service Partners, LLC	First lien senior secured revolving loan	50		19
Apptio, Inc.	First lien senior secured revolving loan	343		196
Aramsco, Inc.	First lien senior secured revolving loan	—		835

Ascend Buyer, LLC (dba PPC Flexible Packaging)	First lien senior secured revolving loan	79		79
Associations, Inc.	First lien senior secured delayed draw term loan	114		300
Associations, Inc.	First lien senior secured revolving loan	6,146		6,146
Bayshore Intermediate #2, L.P. (dba Boomi)	First lien senior secured revolving loan	991		826
BCPE Osprey Buyer, Inc. (dba PartsSource)	First lien senior secured delayed draw term loan	345		345
BCPE Osprey Buyer, Inc. (dba PartsSource)	First lien senior secured revolving loan	32		52
BCTO BSI Buyer, Inc. (dba Buildertrend)	First lien senior secured revolving loan	1,527		1,527
BP Veraison Buyer, LLC (dba Sun World)	First lien senior secured delayed draw term loan	—		6,081
BP Veraison Buyer, LLC (dba Sun World)	First lien senior secured revolving loan	1,824		1,824

BradyIFS Holdings, LLC (fka Individual Foodservice Holdings, LLC)	First lien senior secured revolving loan	4,051		4,529
Brightway Holdings, LLC	First lien senior secured revolving loan	263		526
Catalis Intermediate, Inc. (fka GovBrands Intermediate, Inc.)	First lien senior secured delayed draw term loan	259		259
Catalis Intermediate, Inc. (fka GovBrands Intermediate, Inc.)	First lien senior secured revolving loan	18		19
Centrify Corporation	First lien senior secured revolving loan	1,345		—

CivicPlus, LLC	First lien senior secured revolving loan	175		213
Denali BuyerCo, LLC (dba Summit Companies)	First lien senior secured delayed draw term loan	—		72
Denali BuyerCo, LLC (dba Summit Companies)	First lien senior secured revolving loan	125		125
Diamondback Acquisition, Inc. (dba Sphera)	First lien senior secured delayed draw term loan	166		166

Douglas Products and Packaging Company LLC	First lien senior secured revolving loan	403		448
EET Buyer, Inc. (dba e-Emphasys)	First lien senior secured revolving loan	91		91

101


Portfolio Company	Investment	June 30, 2023	December 31, 2022
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	6,825	6,825
Forescout Technologies, Inc.	First lien senior secured revolving loan	700	700
Fortis Solutions Group, LLC	First lien senior secured delayed draw term loan	—	3
Fortis Solutions Group, LLC	First lien senior secured revolving loan	78	78
Gainsight, Inc.	First lien senior secured revolving loan	249	872
Galls, LLC	First lien senior secured revolving loan	2,900	2,802
Gaylord Chemical Company, L.L.C.	First lien senior secured revolving loan	2,609	2,609
Gerson Lehrman Group, Inc.	First lien senior secured revolving loan	1,020	2,039

GI Ranger Intermediate, LLC (dba Rectangle Health)	First lien senior secured revolving loan	44	66
Global Music Rights, LLC	First lien senior secured revolving loan	83	83

H&F Opportunities LUX III S.À R.L (dba Checkmarx)	First lien senior secured revolving loan	4,583	4,583
Hercules Borrower, LLC (dba The Vincit Group)	First lien senior secured revolving loan	2,986	2,986
HGH Purchaser, Inc. (dba Horizon Services)	First lien senior secured delayed draw term loan	—	712
HGH Purchaser, Inc. (dba Horizon Services)	First lien senior secured revolving loan	37	1,459
Hissho Sushi Merger Sub LLC	First lien senior secured revolving loan	65	56
Hometown Food Company	First lien senior secured revolving loan	471	376
Ideal Tridon Holdings, Inc.	First lien senior secured revolving loan	—	564
IG Investments Holdings, LLC (dba Insight Global)	First lien senior secured revolving loan	723	434
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
Integrity Marketing Acquisition, LLC	First lien senior secured revolving loan	1,868	1,868
Intelerad Medical Systems Incorporated (fka 11849573 Canada Inc.)	First lien senior secured revolving loan	1,522	—
Interoperability Bidco, Inc. (dba Lyniate)	First lien senior secured revolving loan	790	326

Kaseya Inc.	First lien senior secured delayed draw term loan	30	32
Kaseya Inc.	First lien senior secured revolving loan	24	32

Lazer Spot Holdings, Inc. (f/k/a Lazer Spot GB Holdings, Inc.)	First lien senior secured revolving loan	—	7,542
Lignetics Investment Corp.	First lien senior secured delayed draw term loan	—	1,225
Lignetics Investment Corp.	First lien senior secured revolving loan	49	588

Litera Bidco LLC	First lien senior secured revolving loan	1,013	734
Mario Purchaser, LLC (dba Len the Plumber)	First lien senior secured delayed draw term loan	149	195
Mario Purchaser, LLC (dba Len the Plumber)	First lien senior secured revolving loan	55	55

MHE Intermediate Holdings, LLC (dba OnPoint Group)	First lien senior secured revolving loan	1,321	1,536
Milan Laser Holdings LLC	First lien senior secured revolving loan	1,961	1,961
MINDBODY, Inc.	First lien senior secured revolving loan	1,071	1,071

102


Portfolio Company	Investment	June 30, 2023	December 31, 2022
Ministry Brands Holdings, LLC	First lien senior secured delayed draw term loan	197	226
Ministry Brands Holdings, LLC	First lien senior secured revolving loan	43	34

National Dentex Labs LLC (fka Barracuda Dental LLC)	First lien senior secured revolving loan	343	31
Natural Partners, LLC	First lien senior secured revolving loan	68	68
Nelipak Holding Company	First lien senior secured USD revolving loan	735	752
Nelipak Holding Company	First lien senior secured EUR revolving loan	651	535
NMI Acquisitionco, Inc. (dba Network Merchants)	First lien senior secured delayed draw term loan	406	406
NMI Acquisitionco, Inc. (dba Network Merchants)	First lien senior secured revolving loan	218	218
Norvax, LLC (dba GoHealth)	First lien senior secured revolving loan	2,727	2,727
Notorious Topco, LLC (dba Beauty Industry Group)	First lien senior secured delayed draw term loan	1,408	1,408
Notorious Topco, LLC (dba Beauty Industry Group)	First lien senior secured revolving loan	1,972	1,761
OB Hospitalist Group, Inc.	First lien senior secured revolving loan	1,641	1,915
Ocala Bidco, Inc.	First lien senior secured delayed draw term loan	4,499	4,499
Pacific BidCo Inc.	First lien senior secured delayed draw term loan	191	191
Patriot Acquisition TopCo S.A.R.L (dba Corza Health, Inc.)	First lien senior secured revolving loan	2,654	2,086

Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services)	First lien senior secured revolving loan	1,035	1,035
Plasma Buyer LLC (dba PathGroup)	First lien senior secured delayed draw term loan	176	177
Plasma Buyer LLC (dba PathGroup)	First lien senior secured revolving loan	76	76
Pluralsight, LLC	First lien senior secured revolving loan	647	647
Project Power Buyer, LLC (dba PEC-Veriforce)	First lien senior secured revolving loan	563	563
QAD, Inc.	First lien senior secured revolving loan	571	571
Quva Pharma, Inc.	First lien senior secured revolving loan	638	615



Relativity ODA LLC	First lien senior secured revolving loan	1,480	1,480
Sara Lee Frozen Bakery, LLC (fka KSLB Holdings, LLC)	First lien senior secured revolving loan	300	220
Securonix, Inc.	First lien senior secured revolving loan	153	153
Sensor Technology Topco, Inc. (dba Humanetics)	First lien senior secured revolving loan	772	—
SimpliSafe Holding Corporation	First lien senior secured delayed draw term loan	103	103
Smarsh Inc.	First lien senior secured delayed draw term loan	95	96
Smarsh Inc.	First lien senior secured revolving loan	8	48
Sonny's Enterprises, LLC	First lien senior secured delayed draw term loan	1,000	—
Sonny's Enterprises, LLC	First lien senior secured revolving loan	2,630	2,630
Swipe Acquisition Corporation (dba PLI)	First lien senior secured delayed draw term loan	772	772
Swipe Acquisition Corporation (dba PLI)	Letter of Credit	882	882

103


Portfolio Company	Investment	June 30, 2023		December 31, 2022
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	1,744		1,744
Tamarack Intermediate, L.L.C. (dba Verisk 3E)	First lien senior secured revolving loan	94		92

Tempo Buyer Corp. (dba Global Claims Services)	First lien senior secured delayed draw term loan	198		198
Tempo Buyer Corp. (dba Global Claims Services)	First lien senior secured revolving loan	62		91
The Shade Store, LLC	First lien senior secured revolving loan	109		164
THG Acquisition, LLC (dba Hilb)	First lien senior secured revolving loan	1,455		1,871
Thunder Purchaser, Inc. (dba Vector Solutions)	First lien senior secured delayed draw term loan	1,502		1,502
Thunder Purchaser, Inc. (dba Vector Solutions)	First lien senior secured revolving loan	129		540
Troon Golf, L.L.C.	First lien senior secured revolving loan	4,685		4,685
Ultimate Baked Goods Midco, LLC	First lien senior secured revolving loan	2,000		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	183		183
Valence Surface Technologies LLC	First lien senior secured revolving loan	12		12
Velocity HoldCo III Inc. (dba VelocityEHS)	First lien senior secured revolving loan	123		294
Walker Edison Furniture Company LLC	First lien senior secured delayed draw term loan	449		—
When I Work, Inc.	First lien senior secured revolving loan	143		143

WU Holdco, Inc. (dba Weiman Products, LLC)	First lien senior secured revolving loan	1,479		1,690
Total Unfunded Portfolio Company Commitments		$	111,331	$	127,646

We seek to carefully consider our unfunded portfolio company commitments for the purpose of planning our ongoing financial leverage. Further, we consider any outstanding unfunded portfolio company commitments we are required to fund within the 200% asset coverage limitation. As of June 30, 2023, we believe we had adequate financial resources to satisfy the unfunded portfolio company commitments.

Organizational and Offering Costs

The Adviser has incurred organization and offering costs on behalf of us in the amount of $12.4 million for the period from October 15, 2015 (Inception) to June 30, 2023, of which $12.4 million have been charged to us pursuant to the Investment Advisory Agreement. Under the Investment Advisory Agreement and Administration Agreement, the Adviser is entitled to receive up to 1.5% of gross offering proceeds raised in our continuous public offering until all organization and offering costs paid by the Adviser have been recovered.

The Adviser has incurred organization and offering costs on behalf of us in the amount of $12.4 million for the period from October 15, 2015 (Inception) to December 31, 2022, of which $12.4 million has been charged to us pursuant to the Investment Advisory Agreement. Under the Investment Advisory Agreement and Administration Agreement, the Adviser is entitled to receive up to 1.5% of gross offering proceeds raised in our continuous public offering until all organization and offering costs paid by the Adviser have been recovered.

Other Commitments and Contingencies

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

104

Contractual Obligations

A summary of our contractual payment obligations under our SPV Asset Facility I, SPV Asset Facility II and 2024 Notes as of June 30, 2023, is as follows:


	Payments Due by Period
($ in thousands)	Total		Less than 1 year		1-3 years		3-5 years		After 5 years
SPV Asset Facility I	$	304,223	$	—	$	304,223	$	—	$	—
SPV Asset Facility II	150,000		—		—		—		150,000
2024 Notes	450,000		—		450,000		—		—
Total Contractual Obligations	$	904,223	$	—	$	754,223	$	—	$	150,000

105

Related Party Transactions

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

•the Investment Advisory Agreement;

•the Administration Agreement;

•the Expense Support Agreement;

•the Dealer Manager Agreement; and

•the License Agreement.

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

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

Critical Accounting Policies

The preparation of the consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets, and any other parameters used in determining such estimates could cause actual results to differ. Our critical accounting policies should be read in connection with our risk factors as disclosed in our Form 10-K for the fiscal year ended December 31, 2022 and our Form 10-Q for the quarter ended March 31, 2023.

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. We 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 our valuation designee to perform fair value determinations relating to the value of assets we held for which market quotations are not readily available.

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

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

106

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

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

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

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

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

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

We conduct this valuation process on a quarterly basis.

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

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

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

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

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

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

107

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

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

Distributions

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

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

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

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

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

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

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

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

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

108

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

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

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

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

Income Taxes

We have elected to be treated as a BDC under the 1940 Act. We have also elected to be treated as a RIC under the Code beginning with our taxable year ended December 31, 2017 and intend to continue to qualify for tax treatment as a RIC. So long as we maintain our tax treatment as a RIC, we generally will not pay U.S. federal income taxes at corporate rates on any ordinary income or capital gains that we distribute at least annually to our shareholders as distributions. Rather, any tax liability related to income earned and distributed by us represents obligations of our investors and will not be reflected in our consolidated financial statements.

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 addition, a RIC may, in certain cases, satisfy this distribution requirement by distributing dividends relating to a taxable year after the close of such taxable year under the “spillover dividend” provisions of Subchapter M. In order for us to not be subject to U.S. federal excise taxes, we must distribute annually an amount at least equal to the sum of (i) 98% of our net ordinary income (taking into account certain deferrals and elections) for the calendar year, (ii) 98.2% of our capital gains in excess of capital losses for the one-year period ending on October 31 of the calendar year and (iii) any net ordinary income and capital gains in excess of capital losses for preceding years that were not distributed during such years. We, at our discretion, may carry forward taxable income in excess of calendar year dividends and pay a 4% nondeductible U.S. excise tax on this income.

Certain of our consolidated subsidiaries are subject to U.S. federal and state corporate-level income taxes.

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

Recent Developments

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

109

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

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

Valuation Risk

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

Interest Rate Risk

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

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

As of June 30, 2023, 98.6% of our debt investments based on fair value in our portfolio were at floating rates. Additionally, the weighted average LIBOR floor, based on fair value, of our debt investments was 0.8%. The SPV Asset Facilities bear interest at variable rates with interest floors of 0.0%. The 2024 Notes bear interest at fixed rate.

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 3 month reference rate election and there are no changes in our investment and borrowing structure.


	Interest Income		Interest Expense		Net Income(1)
Up 300 basis points	$	59.8	$	13.6	$	46.2
Up 200 basis points	$	39.9	$	9.1	$	30.8
Up 100 basis points	$	19.9	$	4.5	$	15.4


Down 100 basis points	$	(19.9)	$	(4.5)	$	(15.4)
Down 200 basis points	$	(39.9)	$	(9.1)	$	(30.8)
Down 300 basis points	$	(59.8)	$	(13.6)	$	(46.2)

_____________________

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

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

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.

110

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, as monetary policy has tightened in response. Persistent inflationary pressures could affect the profitability of investments held by our products, which could impact the level of management fees and other revenues we may earn in the future.

Item 4. Controls and Procedures

(a)Evaluation of Disclosure Controls and Procedures

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

(b)Changes in Internal Controls Over Financial Reporting

There have been no changes in our internal controls over financial reporting that occurred during the quarter ended June 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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

111

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

In order to satisfy the reinvestment portion of our dividends for the six months ended June 30, 2023, we issued the following shares of common stock to stockholders of record on the dates noted below who did not opt out of our dividend reinvestment plan. These issuances were not subject to the registration requirements of the Securities Act.


Date of Issuance	Record Date	Number of Shares	Purchase Price per Share





















February 1, 2023	January 31, 2023	379,272	$	8.89
February 2, 2023	December 31, 2022	126,215	$	8.89
March 1, 2023	February 28, 2023	380,932	$	8.88
March 29, 2023	March 28, 2023	376,723	$	8.90
April 26, 2023	April 25, 2023	377,165	$	8.90
April 28, 2023	March 31, 2023	125,586	$	8.90
May 31, 2023	May 30, 2023	380,161	$	8.88
June 28, 2023	June 27, 2023	366,863	$	8.96

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

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

The following provides information regarding repurchases of our shares:


Offer Date	Tender Offer Expiration	Tender Offer		Purchase Price per Share		Shares Repurchased
March 4, 2019	March 29, 2019	$	6,207,452	$	9.06	119,874
May 13, 2019	June 10, 2019	$	9,039,928	$	9.07	100,108
August 19, 2019	September 16, 2019	$	13,085,063	$	9.08	234,693
November 18, 2019	December 16, 2019	$	16,984,077	$	9.02	396,914
March 9, 2020	April 3, 2020	$	21,398,616	$	8.30	1,462,441
May 26, 2020	June 22, 2020	$	16,280,933	$	8.60	600,204
August 24, 2020	September 21, 2020	$	21,493,631	$	8.78	1,797,979
November 16, 2020	December 14, 2020	$	16,153,577	$	8.78	794,091
March 10, 2021	April 6, 2021	$	18,995,153	$	8.95	1,945,553
June 1, 2021	June 28, 2021	$	19,621,539	$	8.99	2,182,596
August 30, 2021	September 27, 2021	$	11,911,588	$	9.00	1,323,510
November 29, 2021	December 27, 2021	$	11,859,682	$	9.00	1,317,742
March 1, 2022	March 28, 2022	$	15,362,486	$	8.88	1,730,010
May 27, 2022	June 27, 2022	$	25,733,988	$	8.69	2,961,334
August 29, 2022	September 26, 2022	$	23,067,664	$	8.77	2,630,292
November 28, 2022	December 23, 2022	$	20,458,302	$	8.86	2,309,063
February 28, 2023	March 27, 2023	$	23,098,513	$	8.90	2,595,339
May 26, 2023	June 26, 2023	$	36,020,345	$	8.96	4,020,194

112

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 II to Blue Owl Capital Corporation II. The Company effected the 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.”

113

PART III

Item 6. Exhibits, Financial Statement Schedules.


Exhibit Number						Description of Exhibits

3.1*						Articles of Amendment and Restatement, dated April 4, 2017, as amended on June 22, 2023*

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						Amendment No. 3 to the Credit Agreement, dated as of April 4, 2023, among ORCC II Financing II LLC, as Borrower, the Lenders referred to therein, Natixis, New York Branch, as Administrative Agent, State Street Bank and Trust Company, as Collateral Agent, Collateral Administrator, Custodian and Cortland Capital Market Services LLC as Document Custodian (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on April 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.

101.INS						Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.

101.SCH						Inline XBRL Taxonomy Extension Schema Document

101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document

104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

_____________________

* Filed herewith.

** Furnished herewith.

114

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 II

Date: August 10, 2023	By:	/s/ Craig W. Packer
		Craig W. Packer
		Chief Executive Officer

Date: August 10, 2023	By:	/s/ Bryan Cole
		Bryan Cole
		Chief Financial Officer and Chief Operating Officer

115