UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarter ended June 30, ~~2021~~

2022

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

Commission File Number 000-56173

OWL ROCK CAPITAL CORPORATION III

(Exact name of Registrant as specified in its Charter)

~~Maryland~~	~~84-4493477~~
Maryland		84-4493477
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

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

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

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

~~None~~

None

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 ☐o NO ☐o

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

Large accelerated filer

Accelerated filer

~~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. ☐o

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

As of August 5, ~~2021~~2022 the registrant had ~~38,636,525~~119,534,012 shares of common stock, $0.01 par value per share, outstanding.

Table of Contents

		~~Page~~
~~PART I~~			~~FINANCIAL INFORMATION~~	Page
PART I	CONSOLIDATED FINANCIAL INFORMATION
Item 1.			Consolidated Financial Statements	2 3
			Consolidated Statements of Assets and Liabilities as of June 30, ~~2021~~202 2 (Unaudited) and December 31, ~~2020~~202 1	2 3
			Consolidated Statements of Operations for the Three and Six Months Ended June 30, ~~2021~~ 202 2 and ~~2020~~202 1 (Unaudited)	3 4
			Consolidated Schedules of Investments as of June 30, ~~2021~~202 2 (Unaudited) and December 31, ~~2020~~202 1	4 5
			Consolidated Statements of Changes in Net Assets for the Three and Six Months Ended June 30, ~~2021~~202 2 and ~~2020~~202 1 (Unaudited)	18 41
			Consolidated Statements of Cash Flows for the Six Months Ended June 30, ~~2021~~202 2 and ~~2020~~202 1 (Unaudited)	19 42
			Notes to Consolidated Financial Statements (Unaudited)	20 44
Item 2.			Management’s Discussion and Analysis of Financial Condition and Results of Operations	41 79
Item 3.			Quantitative and Qualitative Disclosures About Market Risk	63 113
Item 4.			Controls and Procedures	64 114

PART II			OTHER INFORMATION
Item 1.			Legal Proceedings	65 116
Item 1A.			Risk Factors	65 116
Item 2.			Unregistered Sales of Equity Securities and Use of Proceeds	69 116
Item 3.			Defaults Upon Senior Securities	69 117
Item 4.			Mine Safety Disclosures	69 118
Item 5.			Other Information	69 118
Item 6.			Exhibits	71 119
Signatures				72

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

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

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

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

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

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

•the impact of the ~~novel strain of coronavirus known as~~ “COVID-19” ~~and related~~pandemic, changes in base interest rates and significant market volatility on our business and our portfolio companies (including our business prospects and the prospects of our portfolio companies including the ability to achieve our and their business objectives), our industry and the global ~~economy;~~economy, including as a result of ongoing supply chain disruptions;

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

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

•our future operating results;

~~our business prospects and the prospects of our portfolio companies including our and their ability to achieve our respective objectives as a result of the current COVID-19 pandemic;~~•

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

•our contractual arrangements and relationships with third parties;

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

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

•the speculative and illiquid nature of our investments;

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

•the adequacy of our financing sources and working capital;

•the loss of key personnel;

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

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

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

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

•the effect of legal, tax and regulatory ~~changes,~~changes;

•the impact of geo-political conditions, including revolution, insurgency, terrorism or war, including those arising out of the ~~Coronavirus Aid, Relief~~ongoing conflict between Russia and ~~Economic Security Act signed into law in December 2020~~Ukraine; and ~~the American Rescue Plan Act of 2021, signed into law in March 2021; and~~

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

Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this report should not be regarded as a representation by us that our plans and objectives will be achieved. These forward-looking statements apply only as of the date of this report. Moreover, we assume no duty and do not undertake to update the forward-looking statements. Because we are an investment company, the forward-looking

statements and projections contained in this report are excluded from the safe harbor protection provided by Section 21E of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”).

PART I. CONSOLIDATED FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

Owl Rock Capital Corporation III

Consolidated Statements of Assets and Liabilities

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


	June 30, 2021 (Unaudited)		December 31, 2020			June 30, 2022 (Unaudited)		December 31, 2021
Assets					Assets
Investments at fair value					Investments at fair value
Non-controlled, non-affiliated investments (amortized cost of $866,459 and $424,543, respectively)	$	873,558	$	427,209
Non-controlled, non-affiliated investments (amortized cost of $3,076,221 and $2,889,829, respectively)					Non-controlled, non-affiliated investments (amortized cost of $3,076,221 and $2,889,829, respectively)	$	3,016,702	$	2,897,037
Cash		42,029		82,612	Cash	53,119		27,245
Interest receivable		5,795		2,191	Interest receivable	11,308		18,328
Subscriptions receivable		—		3,409	Subscriptions receivable	463		—
Prepaid expenses and other assets		442		410	Prepaid expenses and other assets	5,979		1,825
Total Assets	$	921,824	$	515,831	Total Assets	$	3,087,571	$	2,944,435
Liabilities					Liabilities
Debt (net of unamortized debt issuance costs of $3,669 and $3,563, respectively)	$	464,333	$	225,215
Debt (net of unamortized debt issuance costs of $16,012 and $13,170, respectively)					Debt (net of unamortized debt issuance costs of $16,012 and $13,170, respectively)	$	1,290,354	$	1,237,486
Distribution payable		9,318		2,098	Distribution payable	35,424		29,725
Management fee payable		782		214	Management fee payable	3,713		2,799
Payables to affiliates		795		739	Payables to affiliates	1,207		1,178
Subscriptions received in advance		1,302		—
Accrued expenses and other liabilities		1,351		1,111	Accrued expenses and other liabilities	7,830		4,949
Total Liabilities		477,881		229,377	Total Liabilities	1,338,528		1,276,137
Commitments and contingencies (Note 7)					Commitments and contingencies (Note 7)
Net Assets					Net Assets
Common shares $0.01 par value, 500,000,000 shares authorized; 30,161,949 and 19,858,463 shares issued and outstanding, respectively		302		199
Common shares $0.01 par value, 500,000,000 shares authorized; 119,534,012 and 110,830,108 shares issued and outstanding, respectively					Common shares $0.01 par value, 500,000,000 shares authorized; 119,534,012 and 110,830,108 shares issued and outstanding, respectively	1,195		1,108
Additional paid-in-capital		436,318		284,577	Additional paid-in-capital	1,782,514		1,651,416
Total distributable earnings (losses)		7,323		1,678
Accumulated undistributed (overdistributed) earnings					Accumulated undistributed (overdistributed) earnings	(34,666)		15,774
Total Net Assets		443,943		286,454	Total Net Assets	1,749,043		1,668,298
Total Liabilities and Net Assets	$	921,824	$	515,831	Total Liabilities and Net Assets	$	3,087,571	$	2,944,435
Net Asset Value Per Share	$	14.72	$	14.42	Net Asset Value Per Share	$	14.63	$	15.05

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

Owl Rock Capital Corporation III

Consolidated Statements of Operations

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

(Unaudited)


	Three Months Ended June 30,						Six Months Ended June 30,							For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2021			2020⁽¹⁾			2021			2020⁽¹⁾				2022		2021		2022		2021
Investment Income													Investment Income
Investment income from non-controlled, non-affiliated investments:													Investment income from non-controlled, non-affiliated investments:
Interest income (excluding payment-in-kind (“PIK”) interest income)	$	12,346		$	-		$	21,321		$	-		Interest income (excluding payment-in-kind (“PIK”) interest income)	$	48,036	$	12,346	$	94,535	$	21,321
PIK interest income		1,511			-			2,424			-		PIK interest income	7,455		1,511		14,084		2,424
Other income		782			-			1,070			-		Other income	3,073		782		6,200		1,070
Total investment income from non-controlled, non-affiliated investments		14,639			-			24,815			-		Total investment income from non-controlled, non-affiliated investments	58,564		14,639		114,819		24,815
Total Investment Income		14,639			-			24,815			-		Total Investment Income	58,564		14,639		114,819		24,815
Expenses													Expenses
Initial organization		-			684			-			684

Interest expense		2,594			-			4,026			-		Interest expense	11,478		2,594		20,818		4,026
Management fee		782			-			1,325			-		Management fee	3,713		782		7,376		1,325
Professional fees		522			139			1,033			139		Professional fees	955		522		1,954		1,033
Directors' fees		311			56			568			56		Directors' fees	282		311		593		568
Other general and administrative		399			158			760			158		Other general and administrative	613		399		1,212		760
Total Expenses		4,608			1,037			7,712			1,037		Total Expenses	17,041		4,608		31,953		7,712
Net Investment Income (Loss) Before Taxes		10,031			(1,037	)		17,103			(1,037	)	Net Investment Income (Loss) Before Taxes	41,523		10,031		82,866		17,103
Excise tax expense (benefit)		33			-			66			-		Excise tax expense (benefit)	126		33		539		66
Net Investment Income (Loss) After Taxes	$	9,998		$	(1,037	)	$	17,037		$	(1,037	)	Net Investment Income (Loss) After Taxes	$	41,397	$	9,998	$	82,327	$	17,037
Net Realized and Change in Unrealized Gain (Loss)													Net Realized and Change in Unrealized Gain (Loss)
Net change in unrealized gain (loss):													Net change in unrealized gain (loss):
Non-controlled, non-affiliated investments		2,581			109			4,365			109		Non-controlled, non-affiliated investments	(45,847)		2,581		(61,347)		4,365
Translation of assets and liabilities in foreign currencies		(12	)		-			(233	)		-		Translation of assets and liabilities in foreign currencies	(85)		(12)		(92)		(233)
Total Net Change in Unrealized Gain (Loss)		2,569			109			4,132			109		Total Net Change in Unrealized Gain (Loss)	(45,932)		2,569		(61,439)		4,132
Net realized gain (loss):													Net realized gain (loss):
Non-controlled, non-affiliated investments		224			-			246			-		Non-controlled, non-affiliated investments	6		224		875		246
Foreign currency transactions		2			-			195			-		Foreign currency transactions	(4)		2		11		195
Total Net Realized Gain (Loss)		226			-			441			-		Total Net Realized Gain (Loss)	2		226		886		441
Total Net Realized and Change in Unrealized Gain (Loss)		2,795			109			4,573			109		Total Net Realized and Change in Unrealized Gain (Loss)	(45,930)		2,795		(60,553)		4,573
Net Increase (Decrease) in Net Assets Resulting from Operations	$	12,793		$	(928	)	$	21,610		$	(928	)	Net Increase (Decrease) in Net Assets Resulting from Operations	$	(4,533)	$	12,793	$	21,774	$	21,610
Earnings Per Share - Basic and Diluted	$	0.50		$	(23.79	)	$	0.95		$	(23.79	)
Earnings (Loss) Per Share - Basic and Diluted													Earnings (Loss) Per Share - Basic and Diluted	$	(0.04)	$	0.50	$	0.19	$	0.95
Weighted Average Shares Outstanding - Basic and Diluted		25,419,524			38,562			22,664,814			38,562		Weighted Average Shares Outstanding - Basic and Diluted	112,765,115		25,419,524		111,929,620		22,664,814

~~(1)~~

~~The Company was initially capitalized on June 4, 2020 and commenced operations on June 5, 2020.~~

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

Owl Rock Capital Corporation III

Consolidated Schedule of Investments

as of June 30, ~~2021~~

2022

(Amounts in thousands, except share amounts)

(Unaudited)

Company⁽¹⁾⁽²⁾

Investment

Interest

Maturity Date

Par / Units

Amortized Cost⁽³⁾⁽⁴⁾

Fair Value

Percentage of Net Assets

Non-controlled/non-affiliated portfolio company investments

Debt Investments

Aerospace and defense

Peraton Corp.^{(5)(6)(16)(17)}

First lien senior secured loan

L + 3.75%

2/1/2028

$
4,988

$
4,963

$
4,997

1.1

%
Peraton Corp.^(5)(6)(17)

Second lien senior secured loan

L + 7.75%

2/1/2029

15,000

14,780

14,775

3.3

%

19,988

19,743

19,772

4.4

%
Buildings and real estate

Dodge Data & Analytics LLC^(5)(11)(17)

First lien senior secured loan

P + 6.50%

4/14/2026

6,478

6,353

6,349

1.4

%
Dodge Data & Analytics LLC^{(5)(12)(13)(17)}

First lien senior secured revolving loan

L + 7.50%

4/14/2026

-

(7
)

(7
)

—

%
RealPage, Inc.^(5)(6)(17)

Second lien senior secured loan

L + 6.50%

4/23/2029

6,500

6,405

6,403

1.4

%

12,978

12,751

12,745

2.8

%
Business services

Hercules Borrower, LLC (dba The Vincit Group)^(5)(7)(17)

First lien senior secured loan

L + 6.50%

12/15/2026

36,903

36,390

36,626

8.3

%
Hercules Borrower, LLC (dba The Vincit Group)^{(5)(12)(13)(17)}

First lien senior secured revolving loan

L + 6.50%

12/15/2026

-

(59
)

(32
)

—

%
Hercules Buyer, LLC (dba The Vincit Group)^(17)(18)(21)

Unsecured notes

0.48% PIK

12/14/2029

1,052

1,050

1,052

0.2

%

37,955

37,381

37,646

8.5

%
Chemicals

Aruba Investments Holdings, LLC (dba Angus Chemical Company)^(5)(8)(17)

Second lien senior secured loan

L + 7.75%

11/24/2028

6,500

6,409

6,468

1.5

%
Gaylord Chemical Company, L.L.C.^(5)(7)(17)

First lien senior secured loan

L + 6.00%

3/30/2027

30,315

30,023

30,011

6.8

%
Gaylord Chemical Company, L.L.C.^{(5)(12)(13)(17)}

First lien senior secured revolving loan

L + 6.00%

3/30/2026

-

(25
)

(26
)

—

%
Velocity HoldCo III Inc. (dba VelocityEHS)^(5)(7)(17)

First lien senior secured loan

L + 5.75%

4/22/2027

6,132

5,998

5,994

1.4

%
Velocity HoldCo III Inc. (dba VelocityEHS)^{(5)(12)(13)(17)}

First lien senior secured revolving loan

L + 5.75%

4/22/2026

-

(8
)

(8
)

—

%

42,947

42,397

42,439

9.7

%


Company(1)(2)(26)	Investment	Interest	Maturity Date	Par / Units		Amortized Cost(3)(4)		Fair Value		Percentage of Net Assets
Non-controlled/non-affiliated portfolio company investments
Debt Investments
Advertising and media
Global Music Rights, LLC(5)(7)(21)	First lien senior secured loan	L + 5.50%	8/28/2028	$	83,953	$	82,437	$	82,274	4.7	%
Global Music Rights, LLC(5)(16)(17)(21)	First lien senior secured revolving loan	L + 5.50%	8/27/2027	—		(129)		(150)		—	%
				83,953		82,308		82,124		4.7	%
Aerospace and defense
Peraton Corp.(5)(6)(20)(21)	Second lien senior secured loan	L + 7.75%	2/1/2029	14,562		14,371		13,506		0.8	%
				14,562		14,371		13,506		0.8	%
Buildings and real estate
Associations, Inc.(5)(7)(21)	First lien senior secured loan	L + 6.50% (incl. 2.50% PIK)	7/2/2027	81,339		80,335		80,523		4.6	%
Associations, Inc.(5)(16)(17)(18)(21)	First lien senior secured delayed draw term loan	L + 6.50% (incl. 2.50% PIK)	6/10/2024	—		(4)		(4)		—	%
Associations, Inc.(5)(16)(17)(21)	First lien senior secured revolving loan	L + 6.50%	7/2/2027	—		(59)		(53)		—	%
RealPage, Inc.(5)(6)(21)	Second lien senior secured loan	L + 6.50%	4/23/2029	6,500		6,414		6,159		0.4	%
				87,839		86,686		86,625		5.0	%
Business services
Denali Buyerco LLC (dba Summit Companies)(5)(8)(21)	First lien senior secured loan	L + 6.00%	9/15/2028	52,002		51,538		50,833		2.9	%
Denali Buyerco LLC (dba Summit Companies)(5)(7)(16)(18)(21)	First lien senior secured delayed draw term loan	L + 6.00%	9/15/2023	5,430		5,309		5,122		0.3	%
Denali Buyerco LLC (dba Summit Companies)(5)(7)(16)(21)	First lien senior secured revolving loan	L + 6.00%	9/15/2027	1,621		1,569		1,485		0.1	%
Diamondback Acquisition, Inc. (dba Sphera)(5)(6)(21)	First lien senior secured loan	L + 5.50%	9/13/2028	47,588		46,723		46,717		2.7	%
Diamondback Acquisition, Inc. (dba Sphera)(5)(16)(17)(18)(21)	First lien senior secured delayed draw term loan	L + 5.50%	9/13/2023	—		(85)		(79)		—	%

Owl Rock Capital Corporation III

Consolidated Schedule of Investments

as of June 30, ~~2021~~

2022

(Amounts in thousands, except share amounts)

(Unaudited)

Company⁽¹⁾⁽²⁾

Investment

Interest

Maturity Date

Par / Units

Amortized Cost⁽³⁾⁽⁴⁾

Fair Value

Percentage of Net Assets

Consumer products

ConAir Holdings LLC^(5)(7)(17)

Second lien senior secured loan

L + 7.50%

5/17/2029

45,000

44,278

44,663

10.1

%
Olaplex, Inc.^(5)(6)(17)

First lien senior secured loan

L + 6.50%

1/8/2026

12,263

12,151

12,263

2.8

%

57,263

56,429

56,926

12.9

%
Distribution

Individual Foodservice Holdings, LLC^(5)(8)(17)

First lien senior secured loan

L + 6.25%

11/21/2025

39,340

38,801

39,044

8.8

%
Individual Foodservice Holdings, LLC^{(5)(8)(12)(14)(17)}

First lien senior secured delayed draw term loan

L + 6.25%

6/30/2022

280

240

258

0.1

%
Individual Foodservice Holdings, LLC^{(5)(6)(12)(17)}

First lien senior secured revolving loan

L + 6.25%

11/22/2024

222

189

203

—

%

39,842

39,230

39,505

8.9

%
Education

Pluralsight, LLC^(5)(8)(17)

First lien senior secured loan

L + 8.00%

4/6/2027

15,206

15,058

15,023

3.4

%
Pluralsight, LLC^{(5)(12)(13)(17)}

First lien senior secured revolving loan

L + 8.00%

4/6/2027

-

(12
)

(16
)

—

%

15,206

15,046

15,007

3.4

%
Financial services

AxiomSL Group, Inc.^(5)(7)(17)

First lien senior secured loan

L + 6.50%

12/3/2027

17,788

17,538

17,698

4.0

%
AxiomSL Group, Inc.^{(5)(12)(13)(17)}

First lien senior secured revolving loan

L + 6.50%

12/3/2025

-

(28
)

(11
)

—

%
Hg Genesis 8 Sumoco Limited^{(5)(9)(15)(17)}

Unsecured facility

G + 6.00% PIK

8/28/2025

19,679

18,796

20,023

4.5

%
Hg Saturn LuchaCo Limited^{(5)(9)(15)(17)}

Unsecured facility

G + 7.50% PIK

3/30/2026

24,866

24,673

25,053

5.6

%

62,333

60,979

62,763

14.1

%
Food and beverage

BP Veraison Buyer, LLC (dba Sun World)^(5)(7)(17)

First lien senior secured loan

L + 5.75%

5/12/2027

35,676

35,240

35,230

7.9

%
BP Veraison Buyer, LLC (dba Sun World)^{(5)(12)(13)(14)(17)}

First lien senior secured delayed draw term loan

L + 5.75%

5/12/2023

-

(18
)

(19
)

—

%


Company(1)(2)(26)	Investment	Interest	Maturity Date	Par / Units	Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
Entertainment Benefits Group, LLC(5)(10)(21)	First lien senior secured loan	SR + 4.75%	5/1/2028	867	858	858	—	%
Entertainment Benefits Group, LLC(5)(16)(17)(21)	First lien senior secured revolving loan	SR + 4.75%	4/29/2027	—	(1)	(1)	—	%
Gainsight, Inc.(5)(7)(21)	First lien senior secured loan	L + 6.75% PIK	7/30/2027	5,077	5,000	4,938	0.3	%
Gainsight, Inc.(5)(16)(17)(21)	First lien senior secured revolving loan	L + 6.00%	7/30/2027	—	(13)	(24)	—	%
Hercules Borrower, LLC (dba The Vincit Group)(5)(7)(21)	First lien senior secured loan	L + 6.50%	12/15/2026	36,533	36,103	36,167	2.1	%
Hercules Borrower, LLC (dba The Vincit Group)(5)(7)(21)	First lien senior secured loan	L + 5.50%	12/15/2026	402	399	391	—	%
Hercules Borrower, LLC (dba The Vincit Group)(5)(7)(16)(18)(21)	First lien senior secured delayed draw term loan	L + 5.50%	9/10/2023	1,504	1,490	1,425	0.1	%
Hercules Borrower, LLC (dba The Vincit Group)(5)(7)(16)(21)	First lien senior secured revolving loan	L + 6.50%	12/15/2026	458	411	415	—	%
Hercules Buyer, LLC (dba The Vincit Group)(21)(22)(25)	Unsecured notes	0.48% PIK	12/14/2029	1,056	1,056	1,056	—	%
Kaseya Inc.(5)(11)(21)	First lien senior secured loan	SR + 5.75%	6/25/2029	8,028	7,868	7,867	0.4	%
Kaseya Inc.(5)(16)(17)(18)(21)	First lien senior secured delayed draw term loan	SR + 5.75%	6/24/2024	—	(5)	(5)	—	%
Kaseya Inc.(5)(16)(17)(21)	First lien senior secured revolving loan	SR + 5.75%	6/25/2029	—	(10)	(10)	—	%
KPSKY Acquisition, Inc. (dba BluSky)(5)(6)(21)	First lien senior secured loan	L + 5.50%	10/19/2028	35,628	34,973	34,381	2.0	%
KPSKY Acquisition, Inc. (dba BluSky)(5)(9)(16)(18)(21)	First lien senior secured delayed draw term loan	P + 4.50%	10/19/2023	3,841	3,768	3,700	0.2	%
				200,035	196,951	195,236	11.1	%
Chemicals
Aruba Investments Holdings, LLC (dba Angus Chemical Company)(5)(7)(21)	Second lien senior secured loan	L + 7.75%	11/24/2028	6,500	6,418	6,354	0.4	%
Gaylord Chemical Company, L.L.C.(5)(7)(21)	First lien senior secured loan	L + 6.50%	3/30/2027	70,613	69,998	69,731	4.0	%

Owl Rock Capital Corporation III

Consolidated Schedule of Investments

as of June 30, ~~2021~~

2022

(Amounts in thousands, except share amounts)

(Unaudited)

Company⁽¹⁾⁽²⁾

Investment

Interest

Maturity Date

Par / Units

Amortized Cost⁽³⁾⁽⁴⁾

Fair Value

Percentage of Net Assets

BP Veraison Buyer, LLC (dba Sun World)^{(5)(12)(13)(17)}

First lien senior secured revolving loan

L + 5.75%

5/12/2027

-

(54
)

(56
)

—

%
Nutraceutical International Corporation^(5)(6)(17)

First lien senior secured loan

L + 7.00%

9/30/2026

11,618

11,462

11,558

2.6

%
Nutraceutical International Corporation^{(5)(12)(13)(17)}

First lien senior secured revolving loan

L + 7.00%

9/30/2025

-

(9
)

(4
)

—

%
Par Technology Corporation^{(5)(6)(15)(17)}

First lien senior secured loan

L + 4.75%

4/8/2025

11,600

11,380

11,368

2.6

%
Shearer's Foods, LLC^(5)(6)(17)

Second lien senior secured loan

L + 7.75%

9/22/2028

30,000

29,721

30,000

6.8

%
Sovos Brands Intermediate, Inc.^(5)(7)(17)

Second lien senior secured loan

L + 8.00%

6/8/2029

12,000

11,881

11,880

2.7

%

100,894

99,603

99,957

22.6

%
Healthcare equipment and services

Packaging Coordinators Midco, Inc.^(5)(8)(17)

Second lien senior secured loan

L + 8.00%

11/30/2028

36,269

35,581

35,816

8.1

%
Patriot Acquisition TopCo S.A.R.L (dba Corza Health, Inc.)^(5)(8)(17)

First lien senior secured loan

L + 6.75%

1/31/2028

25,911

25,479

25,521

5.7

%
Patriot Acquisition TopCo S.A.R.L (dba Corza Health, Inc.)^{(5)(12)(13)(17)}

First lien senior secured revolving loan

L + 6.75%

1/29/2026

-

(50
)

(40
)

—

%

62,180

61,010

61,297

13.8

%
Healthcare providers and services

National Dentex Labs LLC (fka Barracuda Dental LLC)^(5)(7)(17)

First lien senior secured loan

L + 7.00%

10/27/2025

16,907

16,647

16,738

3.8

%
National Dentex Labs LLC (fka Barracuda Dental LLC)^{(5)(12)(13)(14)(17)}

First lien senior secured delayed draw term loan

L + 7.00%

3/31/2022

-

(3
)

-

—

%
National Dentex Labs LLC (fka Barracuda Dental LLC)^{(5)(6)(12)(17)}

First lien senior secured revolving loan

L + 7.00%

10/27/2025

234

210

219

—

%
Quva Pharma, Inc.^(5)(8)(17)

First lien senior secured loan

L + 5.50%

4/12/2028

11,818

11,472

11,464

2.6

%
Quva Pharma, Inc.^{(5)(12(13)(17)}

First lien senior secured revolving loan

L + 5.50%

4/10/2026

-

(34
)

(35
)

—

%


Company(1)(2)(26)	Investment	Interest	Maturity Date	Par / Units	Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
Gaylord Chemical Company, L.L.C.(5)(16)(17)(21)	First lien senior secured revolving loan	L + 6.50%	3/30/2026	—	(32)	(50)	—	%
Velocity HoldCo III Inc. (dba VelocityEHS)(5)(8)(21)	First lien senior secured loan	L + 5.75%	4/22/2027	6,071	5,957	6,071	0.3	%
Velocity HoldCo III Inc. (dba VelocityEHS)(5)(16)(17)(21)	First lien senior secured revolving loan	L + 5.75%	4/22/2026	—	(6)	—	—	%
				83,184	82,335	82,106	4.7	%
Consumer products
ConAir Holdings LLC(5)(7)(21)	Second lien senior secured loan	L + 7.50%	5/17/2029	45,000	44,346	40,950	2.3	%
Foundation Consumer Brands, LLC(5)(8)(21)	First lien senior secured loan	L + 5.50%	2/12/2027	3,804	3,804	3,757	0.2	%
Lignetics Investment Corp.(5)(7)(21)	First lien senior secured loan	L + 6.00%	11/1/2027	50,725	50,150	48,823	2.8	%
Lignetics Investment Corp.(5)(16)(17)(18)(21)	First lien senior secured delayed draw term loan	L + 6.00%	11/1/2023	—	(71)	(239)	—	%
Lignetics Investment Corp.(5)(9)(16)(21)	First lien senior secured revolving loan	P + 5.00%	11/2/2026	7,010	6,927	6,723	0.4	%
SWK BUYER, Inc. (dba Stonewall Kitchen)(5)(12)(21)	First lien senior secured loan	SR + 5.25%	3/12/2029	754	740	732	—	%
SWK BUYER, Inc. (dba Stonewall Kitchen)(5)(16)(17)(18)(21)	First lien senior secured delayed draw term loan	SR + 5.25%	3/11/2024	—	(2)	(4)	—	%
SWK BUYER, Inc. (dba Stonewall Kitchen)(5)(9)(16)(21)	First lien senior secured revolving loan	P + 4.25%	3/12/2029	46	44	44	—	%
				107,339	105,938	100,786	5.7	%
Containers and packaging
Ascend Buyer, LLC (dba PPC Flexible Packaging)(5)(7)(21)	First lien senior secured loan	L + 5.75%	10/2/2028	49,955	49,498	48,955	2.8	%
Ascend Buyer, LLC (dba PPC Flexible Packaging)(5)(6)(16)(21)	First lien senior secured revolving loan	L + 5.75%	9/30/2027	681	636	578	—	%
Fortis Solutions Group, LLC(5)(7)(21)	First lien senior secured loan	L + 5.50%	10/13/2028	28,729	28,205	27,722	1.6	%
Fortis Solutions Group, LLC(5)(16)(17)(18)(21)	First lien senior secured delayed draw term loan	L + 5.50%	10/13/2023	—	(27)	(76)	—	%
Fortis Solutions Group, LLC(5)(7)(16)(21)	First lien senior secured revolving loan	L + 5.50%	10/15/2027	210	154	99	—	%

Owl Rock Capital Corporation III

Consolidated Schedule of Investments

as of June 30, ~~2021~~

2022

(Amounts in thousands, except share amounts)

(Unaudited)

Company⁽¹⁾⁽²⁾

Investment

Interest

Maturity Date

Par / Units

Amortized Cost⁽³⁾⁽⁴⁾

Fair Value

Percentage of Net Assets

Refresh Parent Holdings, Inc.^(5)(7)(17)

First lien senior secured loan

L + 6.50%

12/9/2026

14,904

14,697

14,754

3.3

%
Refresh Parent Holdings, Inc.^{(5)(7)(12)(14)(17)}

First lien senior secured delayed draw term loan

L + 6.50%

6/9/2022

3,526

3,457

3,477

0.8

%
Refresh Parent Holdings, Inc.^{(5)(12)(13)(17)}

First lien senior secured revolving loan

L + 6.50%

12/9/2026

-

(24
)

(18
)

—

%

47,389

46,422

46,599

10.5

%
Healthcare technology

RL Datix Holdings (USA), Inc.^{(5)(8)(15)(17)}

First lien senior secured loan

L + 5.00%

4/28/2025

5,000

4,888

4,925

1.1

%
RL Datix Holdings (USA), Inc.^{(5)(8)(15)(17)}

Second lien senior secured loan

L + 8.50%

4/27/2026

5,000

4,888

4,925

1.1

%

10,000

9,776

9,850

2.2

%
Household products

Walker Edison Furniture Company LLC^(5)(8)(17)

First lien senior secured loan

L + 5.75%

3/31/2027

24,938

24,576

24,688

5.6

%

24,938

24,576

24,688

5.6

%
Human resource support services

The Ultimate Software Group, Inc.^(5)(7)(17)

Second lien senior secured loan

L + 6.75%

5/3/2027

645

640

658

0.1

%

645

640

658

0.1

%
Insurance

Asurion, LLC^{(5)(6)(16)(17)}

Second lien senior secured loan

L + 5.25%

1/31/2028

5,000

5,000

5,036

1.1

%
Ardonagh Midco 2 Plc^(15)(17)(21)

Unsecured notes

12.75% PIK

1/15/2027

213

211

232

0.1

%
Ardonagh Midco 3 Plc^{(5)(9)(15)(17)}

First lien senior secured loan

G + 7.71% (incl. 2.27% PIK)

7/14/2026

2,549

2,263

2,548

0.6

%
Ardonagh Midco 3 Plc^{(5)(10)(15)(17)}

First lien senior secured loan

E + 7.71% (incl. 2.27% PIK)

7/14/2026

230

212

230

0.1

%
Evolution BuyerCo, Inc. (dba SIAA)^(5)(7)(17)

First lien senior secured loan

L + 6.25%

4/28/2028

25,419

25,064

25,058

5.6

%
Evolution BuyerCo, Inc. (dba SIAA)^{(5)(12)(13)(14)(17)}

First lien senior secured delayed draw term loan

L + 6.25%

4/28/2023

—

(9
)

(9
)

—

%


Company(1)(2)(26)	Investment	Interest	Maturity Date	Par / Units	Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
Indigo Buyer, Inc. (dba Inovar Packaging Group)(5)(11)(21)	First lien senior secured loan	SR + 5.75%	5/23/2028	650	644	643	—	%
Indigo Buyer, Inc. (dba Inovar Packaging Group)(5)(16)(18)(21)	First lien senior secured delayed draw term loan	SR + 5.75%	5/23/2024	—	—	(1)	—	%
Indigo Buyer, Inc. (dba Inovar Packaging Group)(5)(11)(16)(21)	First lien senior secured revolving loan	SR + 5.75%	5/23/2028	17	16	15	—	%
Pregis Topco LLC(5)(6)(21)	Second lien senior secured loan	L + 6.75%	8/1/2029	30,000	30,000	29,400	1.7	%
Pregis Topco LLC(5)(6)(21)	Second lien senior secured loan	L + 8.00%	8/1/2029	2,500	2,500	2,481	0.1	%
				112,742	111,626	109,816	6.2	%
Distribution
ABB/Con-cise Optical Group LLC(5)(8)(21)	First lien senior secured loan	L + 7.50%	2/23/2028	903	890	894	0.1	%
ABB/Con-cise Optical Group LLC(5)(9)(16)(21)	First lien senior secured revolving loan	P + 6.50%	2/23/2028	82	81	81	—	%
Individual Foodservice Holdings, LLC(5)(8)(21)	First lien senior secured loan	L + 6.25%	11/21/2025	58,573	57,977	57,843	3.3	%
Individual Foodservice Holdings, LLC(5)(16)(17)(21)	First lien senior secured revolving loan	L + 6.25%	11/22/2024	—	(23)	(31)	—	%
				59,558	58,925	58,787	3.4	%
Education
Pluralsight, LLC(5)(8)(21)	First lien senior secured loan	L + 8.00%	4/6/2027	20,640	20,463	20,279	1.2	%
Pluralsight, LLC(5)(16)(17)(21)	First lien senior secured revolving loan	L + 8.00%	4/6/2027	—	(10)	(23)	—	%
				20,640	20,453	20,256	1.2	%
Financial services
AxiomSL Group, Inc.(5)(6)(21)	First lien senior secured loan	L + 6.00%	12/3/2027	45,758	45,294	44,613	2.6	%
AxiomSL Group, Inc.(5)(16)(17)(18)(21)	First lien senior secured delayed draw term loan	L + 6.00%	7/21/2023	—	(8)	(28)	—	%
AxiomSL Group, Inc.(5)(16)(17)(21)	First lien senior secured revolving loan	L + 6.00%	12/3/2025	—	(37)	(100)	—	%
Hg Genesis 8 Sumoco Limited(5)(13)(19)(21)	Unsecured facility	SA + 7.50% PIK	8/28/2025	18,797	20,461	18,656	1.1	%

Owl Rock Capital Corporation III

Consolidated Schedule of Investments

as of June 30, ~~2021~~

2022

(Amounts in thousands, except share amounts)

(Unaudited)

Company⁽¹⁾⁽²⁾

Investment

Interest

Maturity Date

Par / Units

Amortized Cost⁽³⁾⁽⁴⁾

Fair Value

Percentage of Net Assets

Evolution BuyerCo, Inc. (dbaSIAA)^{(5)(12)(13)(17)}

First lien senior secured revolving loan

L + 6.25%

4/30/2027

—

(31
)

(32
)

—

%
Peter C. Foy & Associates Insurance Services, LLC^(5)(8)(17)

First lien senior secured loan

L + 6.50%

3/31/2026

1,642

1,640

1,641

0.4

%
Peter C. Foy & Associates Insurance Services, LLC^{(5)(8)(12)(14)(17)}

First lien senior secured delayed draw term loan

L + 6.25%

9/12/2022

16,436

16,024

16,436

3.7

%
Peter C. Foy & Associates Insurance Services, LLC^{(5)(8)(12)(17)}

First lien senior secured revolving loan

L + 6.50%

3/31/2026

34

34

34

—

%

51,523

50,408

51,174

11.6

%
Internet software and services

BCPE Nucleon (DE) SPV, LP^(5)(8)(17)

First lien senior secured loan

L + 7.00%

9/24/2026

40,000

39,446

39,700

8.9

%
BCTO BSI Buyer, Inc. (dba Buildertrend)^(5)(7)(17)

First lien senior secured loan

L + 7.00%

12/23/2026

8,482

8,403

8,440

1.9

%
BCTO BSI Buyer, Inc. (dba Buildertrend)^{(5)(12)(13)(17)}

First lien senior secured revolving loan

L + 7.00%

12/23/2026

-

(9
)

(5
)

—

%
Forescout Technologies, Inc.^(5)(7)(17)

First lien senior secured loan

L + 9.50% (incl. 9.50% PIK)

8/17/2026

22,359

22,038

22,247

5.0

%
Forescout Technologies, Inc.^{(5)(12)(13)(17)}

First lien senior secured revolving loan

L + 8.50%

8/18/2025

-

(33
)

(11
)

—

%
Granicus, Inc.^(5)(8)(17)

First lien senior secured loan

L + 6.25%

1/29/2027

13,041

12,743

12,780

2.9

%
Granicus, Inc.^{(5)(12)(13)(14)(17)}

First lien senior secured delayed draw term loan

L + 6.25%

1/30/2023

-

(8
)

(7
)

—

%
Granicus, Inc.^{(5)(12)(13)(14)(17)}

First lien senior secured delayed draw term loan

L + 6.00%

4/23/2023

-

(25
)

(25
)

—

%
Granicus, Inc.^{(5)(12)(13)(17)}

First lien senior secured revolving loan

L + 6.25%

1/29/2027

-

(27
)

(24
)

—

%
Hyland Software, Inc.^(5)(6)(17)

Second lien senior secured loan

L + 6.25%

7/7/2025

6,000

5,997

6,020

1.4

%
MessageBird BidCo B.V.^{(5)(8)(15)(17)}

First lien senior secured loan

L + 6.75%

5/6/2027

16,000

15,653

15,643

3.5

%


Company(1)(2)(26)	Investment	Interest	Maturity Date	Par / Units	Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
Hg Genesis 9 Sumoco Limited(5)(14)(19)(21)	Unsecured facility	E + 7.00% PIK	3/10/2027	958	1,005	950	0.1	%
Hg Saturn LuchaCo Limited(5)(13)(19)(21)	Unsecured facility	SA + 7.50% PIK	3/30/2026	23,649	26,678	23,235	1.3	%
Muine Gall, LLC(5)(8)(19)(21)(27)	First lien senior secured loan	L + 7.00% PIK	9/20/2024	84,763	85,073	83,492	4.8	%
NMI Acquisitionco, Inc. (dba Network Merchants)(5)(6)(21)	First lien senior secured loan	L + 5.75%	9/8/2025	8,516	8,445	8,326	0.5	%
NMI Acquisitionco, Inc. (dba Network Merchants)(5)(6)(16)(18)(21)	First lien senior secured delayed draw term loan	L + 5.75%	10/2/2023	1,672	1,643	1,614	0.1	%
NMI Acquisitionco, Inc. (dba Network Merchants)(5)(16)(17)(21)	First lien senior secured revolving loan	L + 5.75%	9/8/2025	—	(7)	(13)	—	%
Smarsh Inc.(5)(12)(21)	First lien senior secured loan	SR + 6.50%	2/16/2029	762	755	745	—	%
Smarsh Inc.(5)(16)(17)(18)(21)	First lien senior secured delayed draw term loan	SR + 6.50%	2/19/2024	—	(1)	(2)	—	%
Smarsh Inc.(5)(16)(21)	First lien senior secured revolving loan	SR + 6.50%	2/16/2029	—	—	(1)	—	%
				184,875	189,301	181,487	10.5	%
Food and beverage
Balrog Acquisition, Inc. (dba BakeMark)(5)(8)(21)	Second lien senior secured loan	L + 7.00%	9/3/2029	6,000	5,954	5,835	0.3	%
BP Veraison Buyer, LLC (dba Sun World)(5)(7)(21)	First lien senior secured loan	L + 5.75%	5/12/2027	35,319	34,952	34,524	2.0	%
BP Veraison Buyer, LLC (dba Sun World)(5)(16)(17)(18)(21)	First lien senior secured delayed draw term loan	L + 5.75%	5/12/2023	—	(15)	(167)	—	%
BP Veraison Buyer, LLC (dba Sun World)(5)(16)(17)(21)	First lien senior secured revolving loan	L + 5.75%	5/12/2027	—	(45)	(100)	—	%
CFS Brands, LLC(5)(6)(21)	First lien senior secured loan	L + 3.00%	3/20/2025	1,928	1,867	1,822	0.1	%
CFS Brands, LLC(5)(16)(18)(21)	First lien senior secured delayed draw term loan	L + 3.00%	12/2/2022	—	—	(11)	—	%
Hissho Sushi Merger Sub LLC(5)(11)(21)	First lien senior secured loan	SR + 6.00%	5/18/2028	906	897	897	0.1	%
Hissho Sushi Merger Sub LLC(5)(11)(16)(21)	First lien senior secured revolving loan	SR + 6.00%	5/18/2028	16	16	16	—	%

Owl Rock Capital Corporation III

Consolidated Schedule of Investments

as of June 30, ~~2021~~

2022

(Amounts in thousands, except share amounts)

(Unaudited)

Company⁽¹⁾⁽²⁾

Investment

Interest

Maturity Date

Par / Units

Amortized Cost⁽³⁾⁽⁴⁾

Fair Value

Percentage of Net Assets

Thunder Purchaser, Inc. (dba Vector Solutions)^(5)(7)(17)

First lien senior secured loan

L + 5.75%

6/30/2028

23,186

22,954

22,954

5.2

%
Thunder Purchaser, Inc. (dba Vector Solutions)^{(5)(12)(14)(17)}

First lien senior secured delayed draw term loan

L + 5.75%

6/30/2023

-

-

-

—

%
Thunder Purchaser, Inc. (dba Vector Solutions)^{(5)(12)(13)(17)}

First lien senior secured revolving loan

L + 5.75%

6/30/2027

-

(21
)

(21
)

—

%

129,068

127,111

127,691

28.8

%
Manufacturing

Gloves Buyer, Inc. (dba Protective Industrial Products)^(5)(6)(17)

Second lien senior secured loan

L + 8.25%

12/29/2028

6,300

6,149

6,206

1.4

%
Sonny's Enterprises LLC^(5)(7)(17)

First lien senior secured loan

L + 6.75%

8/5/2026

35,403

34,781

35,403

8.0

%
Sonny's Enterprises LLC^{(5)(7)(12)(14)(17)}

First lien senior secured delayed draw term loan

L + 6.75%

4/30/2022

11,553

11,336

11,553

2.6

%
Sonny's Enterprises LLC^{(5)(12)(13)(17)}

First lien senior secured revolving loan

L + 6.75%

8/5/2025

-

(65
)

-

—

%

53,256

52,201

53,162

12.0

%
Professional services

Relativity ODA LLC^(5)(6)(17)

First lien senior secured loan

L + 7.50% PIK

5/12/2027

14,912

14,694

14,689

3.3

%
Relativity ODA LLC^{(5)(12)(13)(17)}

First lien senior secured revolving loan

L + 6.50%

5/12/2027

-

(22
)

(22
)

—

%

14,912

14,672

14,667

3.3

%
Specialty retail

Milan Laser Holdings LLC^(5)(7)(17)

First lien senior secured loan

L + 5.00%

4/27/2027

41,471

41,066

41,056

9.2

%
Milan Laser Holdings LLC^{(5)(12)(13)(17)}

First lien senior secured revolving loan

L + 5.00%

4/27/2026

-

(34
)

(35
)

—

%

41,471

41,032

41,021

9.2

%
Telecommunications

Park Place Technologies, LLC^(5)(6)(17)

First lien senior secured loan

L + 5.00%

11/10/2027

7,481

7,203

7,350

1.7

%

7,481

7,203

7,350

1.7

%


Company(1)(2)(26)	Investment	Interest	Maturity Date	Par / Units	Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
Innovation Ventures HoldCo, LLC (dba 5 Hour Energy)(5)(10)(21)	First lien senior secured loan	SR + 6.25%	3/11/2027	37,000	36,326	35,984	2.1	%
KBP Brands, LLC(5)(8)(21)	First lien senior secured loan	L + 5.00%	5/26/2027	286	283	278	—	%
KBP Brands, LLC(5)(8)(16)(18)(21)	First lien senior secured delayed draw term loan	L + 5.00%	12/22/2023	646	638	627	—	%
Nutraceutical International Corporation(5)(6)(21)	First lien senior secured loan	L + 7.00%	9/30/2026	11,323	11,196	10,558	0.6	%
Nutraceutical International Corporation(5)(6)(21)	First lien senior secured revolving loan	L + 7.00%	9/30/2025	735	728	686	—	%
Shearer's Foods, LLC(5)(6)(21)	Second lien senior secured loan	L + 7.75%	9/22/2028	30,000	29,750	29,250	1.7	%
Ultimate Baked Goods Midco, LLC(5)(6)(21)	First lien senior secured loan	L + 6.50%	8/13/2027	16,417	16,057	15,597	0.9	%
Ultimate Baked Goods Midco, LLC(5)(6)(16)(21)	First lien senior secured revolving loan	L + 6.50%	8/13/2027	1,200	1,157	1,100	0.1	%
				141,776	139,761	136,896	7.9	%
Healthcare equipment and services
Confluent Medical Technologies, Inc.(5)(11)(21)	Second lien senior secured loan	SR + 6.50%	2/18/2030	1,000	981	953	0.1	%
CSC MKG Topco LLC. (dba Medical Knowledge Group)(5)(7)(21)	First lien senior secured loan	L + 5.75%	2/1/2029	854	838	826	—	%
CSC MKG Topco LLC. (dba Medical Knowledge Group)(5)(16)(17)(21)	First lien senior secured revolving loan	L + 5.75%	2/1/2029	—	(2)	(4)	—	%
Medline Borrower, LP(5)(16)(17)(21)	First lien senior secured revolving loan	L + 3.25%	10/21/2026	—	(36)	(171)	—	%
Packaging Coordinators Midco, Inc.(5)(7)(21)	Second lien senior secured loan	L + 7.00%	12/13/2029	54,269	53,102	51,827	3.0	%
Patriot Acquisition TopCo S.A.R.L (dba Corza Health, Inc.)(5)(7)(19)(21)	First lien senior secured loan	L + 6.75%	1/31/2028	38,221	37,680	37,455	2.1	%
Patriot Acquisition TopCo S.A.R.L (dba Corza Health, Inc.)(5)(16)(17)(19)(21)	First lien senior secured revolving loan	L + 6.75%	1/29/2026	—	(39)	(53)	—	%
Rhea Parent, Inc.(5)(11)(21)	First lien senior secured loan	SR + 5.75%	2/19/2029	774	759	749	—	%
				95,118	93,283	91,582	5.2	%
Healthcare providers and services

Owl Rock Capital Corporation III

Consolidated Schedule of Investments

as of June 30, ~~2021~~

2022

(Amounts in thousands, except share amounts)

(Unaudited)

Company⁽¹⁾⁽²⁾

Investment

Interest

Maturity Date

Par / Units

Amortized Cost⁽³⁾⁽⁴⁾

Fair Value

Percentage of Net Assets

Total non-controlled/non-affiliated portfolio company debt investments

832,269

818,610

824,917

186.1

%
Equity Investments

Automotive

Metis HoldCo, Inc. (dba Mavis Tire Express Services)^(17)(19)

Series A Convertible Preferred Stock

7.00% PIK

N/A

32,308

31,571

31,541

7.1

%

31,571

31,541

7.1

%
Buildings and real estate

Skyline Holdco B, Inc. (dba Dodge Data & Analytics)^(17)(19)(20)

Series A Preferred Stock

N/A

N/A

431,889

648

648

0.1

%

648

648

0.1

%
Business services

Hercules Buyer LLC (dba The Vincit Group)^{(17)(18)(19)(20)}

Common Units

N/A

N/A

452

450

452

—

%

450

452

—

%
Consumer products

ASP Conair Holdings LP^(17)(19)(20)

Class A Units

N/A

N/A

12,857

1,286

1,286

0.3

%

1,286

1,286

0.3

%
Healthcare equipment and services

KPCI Holdings, LP^(17)(19)(20)

LP Interest

N/A

N/A

4,701

4,701

5,436

1.2

%
Patriot Holdings SCSp (dba Corza Health, Inc.)^(17)(19)

Class A Units

8.00% PIK

N/A

1,370

1,416

1,416

0.3

%
Patriot Holdings SCSp (dba Corza Health, Inc.)^(17)(19)(20)

Class B Units

N/A

N/A

18,864

-

-

—

%

6,117

6,852

1.5

%
Healthcare providers and services

Restore OMH Intermediate Holdings, Inc.^(17)(19)

Senior Preferred Stock

13.00% PIK

N/A

381

3,984

3,988

0.9

%

3,984

3,988

0.9

%
Insurance

Evolution Parent, LP (dba SIAA)^(17)(19)(20)

LP Interest

N/A

N/A

8,919

892

892

0.2

%
PCF Holdco, LLC^{(12)(17)(19)(20)}

Class A Units

N/A

N/A

-

3

-

—

%

895

892

0.2

%
Internet and software services

Thunder Topco L.P. (dba Vector Solutions)^(17)(19)(20)

Common Units

N/A

N/A

2,041,372

2,041

2,041

0.5

%
MessageBird Holding B.V.^{(15)(17)(19)(20)}

Warrants

N/A

N/A

2,554

157

157

—

%

2,198

2,198

0.5

%
Manufacturing

Gloves Holdings, LP (dba Protective Industrial Products)^(17)(19)(20)

LP Interest

N/A

N/A

700

700

784

0.2

%


Company(1)(2)(26)	Investment	Interest	Maturity Date	Par / Units	Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
Diagnostic Services Holdings, Inc. (dba Rayus Radiology)(5)(7)(21)	First lien senior secured loan	L + 5.50%	3/17/2025	2,497	2,497	2,465	0.1	%
Ex Vivo Parent Inc.(5)(6)(21)	First lien senior secured loan	L + 9.50%	9/27/2028	26,145	25,622	25,492	1.5	%
National Dentex Labs LLC (fka Barracuda Dental LLC)(5)(7)(21)	First lien senior secured loan	L + 7.00%	10/27/2025	11,728	11,582	11,405	0.7	%
National Dentex Labs LLC (fka Barracuda Dental LLC)(5)(7)(16)(21)	First lien senior secured delayed draw term loan	L + 7.00%	10/27/2025	5,900	5,841	5,728	0.3	%
National Dentex Labs LLC (fka Barracuda Dental LLC)(5)(7)(16)(21)	First lien senior secured revolving loan	L + 7.00%	10/27/2025	1,132	1,104	1,089	0.1	%
Natural Partners, LLC(5)(6)(19)(21)	First lien senior secured loan	L + 6.00%	11/29/2027	2,323	2,279	2,247	0.1	%
Natural Partners, LLC(5)(16)(17)(19)(21)	First lien senior secured revolving loan	L + 6.00%	11/29/2027	—	(3)	(6)	—	%
OB Hospitalist Group, Inc.(5)(7)(21)	First lien senior secured loan	L + 5.50%	9/27/2027	52,584	51,644	51,632	3.0	%
OB Hospitalist Group, Inc.(5)(6)(16)(21)	First lien senior secured revolving loan	L + 5.50%	9/27/2027	731	611	607	—	%
Parexel International, Inc. (dba Parexel)(5)(6)(21)	Second lien senior secured loan	L + 6.50%	11/15/2029	85,000	84,201	82,025	4.7	%
Plasma Buyer LLC (dba Pathgroup)(5)(11)(21)	First lien senior secured loan	SR + 5.75%	5/14/2029	681	667	667	—	%
Plasma Buyer LLC (dba Pathgroup)(5)(16)(17)(18)(21)	First lien senior secured delayed draw term loan	SR + 5.75%	5/13/2024	—	(2)	(2)	—	%
Plasma Buyer LLC (dba Pathgroup)(5)(16)(17)(21)	First lien senior secured revolving loan	SR + 5.75%	5/12/2028	—	(1)	(2)	—	%
Quva Pharma, Inc.(5)(7)(21)	First lien senior secured loan	L + 5.50%	4/12/2028	11,730	11,428	11,436	0.7	%
Quva Pharma, Inc.(5)(8)(16)(21)	First lien senior secured revolving loan	L + 5.50%	4/10/2026	615	588	585	—	%
TC Holdings, LLC (dba TrialCard)(5)(11)(21)	First lien senior secured loan	SR + 5.00%	4/14/2027	2,232	2,211	2,210	0.1	%
TC Holdings, LLC (dba TrialCard)(5)(16)(17)(21)	First lien senior secured revolving loan	SR + 5.00%	4/14/2027	—	(3)	(3)	—	%
Tivity Health, Inc(5)(11)(21)	First lien senior secured loan	SR + 6.00%	6/28/2029	1,000	975	975	0.1	%
Unified Women's Healthcare, LP(5)(10)(21)	First lien senior secured loan	SR + 5.50%	6/18/2029	858	851	851	—	%

Owl Rock Capital Corporation III

Consolidated Schedule of Investments

as of June 30, ~~2021~~

2022

(Amounts in thousands, except share amounts)

~~(Unaudited)~~

Company⁽¹⁾⁽²⁾

Investment

Interest

Maturity Date

Par / Units

Amortized Cost⁽³⁾⁽⁴⁾

Fair Value

Percentage of Net Assets

700

784

0.2

%
Total non-controlled/non-affiliated portfolio company equity investments

47,849

48,641

10.8

%
Total Investments

$
866,459

$
873,558

196.9

%

~~________________~~

~~(1)~~

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

~~(2)~~

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

(Unaudited)

~~(3)~~

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


Company(1)(2)(26)	Investment	Interest	Maturity Date	Par / Units	Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
Unified Women's Healthcare, LP(5)(16)(18)(21)	First lien senior secured delayed draw term loan	SR + 5.50%	6/17/2024	—	—	—	—	%
Unified Women's Healthcare, LP(5)(16)(17)(21)	First lien senior secured revolving loan	SR + 5.50%	6/18/2029	—	(1)	(1)	—	%
Vermont Aus Pty Ltd(5)(11)(19)(21)	First lien senior secured loan	SR + 5.50%	3/22/2028	998	974	960	0.1	%
				206,154	203,065	200,360	11.5	%
Healthcare technology
BCPE Osprey Buyer, Inc. (dba PartsSource)(5)(8)(21)	First lien senior secured loan	L + 5.75%	8/23/2028	54,039	53,261	52,418	3.0	%
BCPE Osprey Buyer, Inc. (dba PartsSource)(5)(16)(17)(18)(21)	First lien senior secured delayed draw term loan	L + 5.75%	8/23/2023	—	(66)	(250)	—	%
BCPE Osprey Buyer, Inc. (dba PartsSource)(5)(16)(17)(21)	First lien senior secured revolving loan	L + 5.75%	8/21/2026	—	(81)	(169)	—	%
Datix Bidco Limited (dba RLDatix)(5)(13)(19)(21)	First lien senior secured loan	SA + 4.50%	4/27/2025	387	431	375	—	%
Datix Bidco Limited (dba RLDatix)(5)(13)(19)(21)	Second lien senior secured loan	SA + 7.75%	4/27/2026	2,024	2,253	1,969	0.1	%
GI Ranger Intermediate, LLC (dba Rectangle Health)(5)(11)(21)	First lien senior secured loan	SR + 6.00%	10/30/2028	20,922	20,535	20,242	1.2	%
GI Ranger Intermediate, LLC (dba Rectangle Health)(5)(11)(16)(21)	First lien senior secured revolving loan	SR + 6.00%	10/29/2027	167	138	113	—	%
Imprivata, Inc.(5)(10)(21)	Second lien senior secured loan	SR + 6.25%	12/1/2028	882	874	874	—	%
Inovalon Holdings, Inc.(5)(7)(21)	First lien senior secured loan	L + 6.25% (incl. 2.75% PIK)	11/24/2028	51,353	50,180	49,299	2.8	%
Inovalon Holdings, Inc.(5)(16)(17)(18)(21)	First lien senior secured delayed draw term loan	L + 5.75%	5/24/2024	—	(62)	(148)	—	%
Inovalon Holdings, Inc.(5)(6)(21)	Second lien senior secured loan	L + 10.50% PIK	11/24/2033	25,703	25,233	24,996	1.4	%
Intelerad Medical Systems Incorporated(5)(7)(19)(21)	First lien senior secured loan	L + 6.25%	8/21/2026	42,588	42,121	41,949	2.4	%
Intelerad Medical Systems Incorporated(5)(7)(16)(19)(21)	First lien senior secured revolving loan	L + 6.25%	8/21/2026	1,104	1,104	1,078	0.1	%

~~(4)~~

As of June 30, 2021, the net estimated unrealized gain for U.S. federal income tax purposes was $7.1 million based on a tax cost basis of $866.5 million. As of June 30, 2021, the estimated aggregate gross unrealized loss for U.S. federal income tax purposes was $0.2 million and the estimated aggregate gross unrealized gain for U.S. federal income tax purposes was $7.3 million.

~~(5)~~

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

~~(6)~~

~~The interest rate on these loans is subject to 1 month LIBOR, which as of June 30, 2021 was 0.10%.~~

~~(7)~~

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

~~(8)~~

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

~~(9)~~

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

~~(10)~~

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

~~(11)~~

~~The interest rate on this loan is subject to Prime, which as of June 30, 2021 was 3.25%.~~

~~(12)~~

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

~~(13)~~

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.

~~(14)~~

~~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.~~

~~(15)~~

This portfolio company is not a qualifying asset under Section 55(a) of the Investment Company Act of 1940, as amended (the “1940 Act”). Under the 1940 Act, the Company may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of total assets. As of June 30, 2021, non-qualifying assets represented 9.2% of total assets as calculated in accordance with the regulatory requirements.

~~(16)~~

~~Level 2 investment.~~

~~(17)~~

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

~~(18)~~

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

~~(19)~~

Security acquired in transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), and may be deemed to be “restricted securities” under the Securities Act. as of June 30, 2021, the aggregate fair value of these securities is $48.6 million or 10.8% of the Company’s net assets. The acquisition dates of the restricted securities are as follows:

Owl Rock Capital Corporation III

Consolidated Schedule of Investments

as of June 30, ~~2021~~

2022

(Amounts in thousands, except share amounts)

(Unaudited)


Company(1)(2)(26)	Investment	Interest	Maturity Date	Par / Units	Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
Interoperability Bidco, Inc. (dba Lyniate)(5)(11)(21)	First lien senior secured loan	SR + 7.00%	12/24/2026	4,771	4,741	4,687	0.3	%
Interoperability Bidco, Inc. (dba Lyniate)(5)(16)(17)(21)	First lien senior secured revolving loan	SR + 7.00%	12/26/2024	—	(1)	(4)	—	%
RL Datix Holdings (USA), Inc.(5)(12)(19)(21)	First lien senior secured loan	SR + 4.50%	4/28/2025	5,000	4,917	4,682	0.3	%
RL Datix Holdings (USA), Inc.(5)(16)(17)(18)(19)(21)	First lien senior secured delayed draw term loan	SR + 4.50%	4/14/2024	—	(66)	(155)	—	%
RL Datix Holdings (USA), Inc.(5)(16)(17)(19)(21)	First lien senior secured revolving loan	SR + 4.50%	4/27/2025	—	(57)	(98)	—	%
RL Datix Holdings (USA), Inc.(5)(12)(16)(19)(21)	Second lien senior secured delayed draw term loan	SR + 7.75%	4/27/2026	5,000	4,895	4,842	0.3	%
				213,940	210,350	206,700	11.9	%
Household products
Aptive Environmental, LLC(21)(25)	First lien senior secured loan	12% (incl. 6.00% PIK)	1/23/2026	2,566	2,137	2,142	0.1	%
LTP Holdco, LLC(5)(10)(21)	Unsecured facility	SR + 10.75% PIK	4/25/2032	1,523	1,479	1,477	0.1	%
Mario Purchaser, LLC(5)(10)(21)	First lien senior secured loan	SR + 5.75%	4/25/2029	5,230	5,127	5,125	0.3	%
Mario Purchaser, LLC(5)(16)(17)(18)(21)	First lien senior secured delayed draw term loan	SR + 5.75%	4/25/2024	—	(27)	(28)	—	%
Mario Purchaser, LLC(5)(16)(17)(21)	First lien senior secured revolving loan	SR + 5.75%	4/25/2028	—	(11)	(11)	—	%
Simplisafe Holding Corporation(5)(10)(21)	First lien senior secured loan	SR + 6.25%	4/30/2027	2,058	2,018	2,016	0.1	%
Simplisafe Holding Corporation(5)(16)(17)(18)(21)	First lien senior secured delayed draw term loan	SR + 6.25%	5/2/2024	—	(2)	(3)	—	%
Walker Edison Furniture Company LLC(5)(7)(21)	First lien senior secured loan	L + 8.75% (incl. 3.00% PIK)	3/31/2027	25,238	25,238	21,200	1.2	%
				36,615	35,959	31,918	1.8	%
Human resource support services
Cornerstone OnDemand, Inc.(5)(6)(21)	Second lien senior secured loan	L + 6.50%	10/15/2029	44,583	43,959	40,348	2.3	%

Owl Rock Capital Corporation III

Consolidated Schedule of Investments

as of June 30, 2022

(Amounts in thousands, except share amounts)

(Unaudited)


Company(1)(2)(26)	Investment	Interest	Maturity Date	Par / Units	Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
IG Investments Holdings, LLC (dba Insight Global)(5)(7)(21)	First lien senior secured loan	L + 6.00%	9/22/2028	69,059	67,803	67,333	3.8	%
IG Investments Holdings, LLC (dba Insight Global)(5)(9)(16)(21)	First lien senior secured revolving loan	P + 5.00%	9/22/2027	1,490	1,396	1,355	0.1	%
				115,132	113,158	109,036	6.2	%
Infrastructure and environmental services
Tamarack Intermediate, L.L.C. (dba Verisk 3E)(5)(11)(21)	First lien senior secured loan	SR + 5.50%	3/13/2028	685	672	663	—	%
Tamarack Intermediate, L.L.C. (dba Verisk 3E)(5)(16)(17)(21)	First lien senior secured revolving loan	SR + 5.50%	3/13/2028	—	(2)	(4)	—	%
				685	670	659	—	%
Insurance
Alera Group, Inc.(5)(6)(21)	First lien senior secured loan	L + 5.50%	10/2/2028	69,564	68,137	68,124	3.9	%
Alera Group, Inc.(5)(6)(16)(18)(21)	First lien senior secured delayed draw term loan	L + 5.50%	10/2/2023	19,091	18,694	18,688	1.1	%
Ardonagh Midco 2 Plc(19)(21)(25)	Unsecured notes	12%	1/15/2027	241	239	252	—	%
Ardonagh Midco 3 Plc(5)(13)(19)(21)	First lien senior secured GBP loan	SA + 7.00%	7/14/2026	2,263	2,299	2,259	0.1	%
Ardonagh Midco 3 Plc(5)(15)(19)(21)	First lien senior secured EUR loan	E + 7.00%	7/14/2026	205	216	204	—	%
Ardonagh Midco 3 Plc(5)(8)(19)(21)	First lien senior secured USD loan	L + 5.75%	7/14/2026	576	566	570	—	%
Ardonagh Midco 3 Plc(5)(16)(17)(18)(19)(21)	First lien senior secured GBP delayed draw term loan	SA + 5.75%	8/19/2023	—	—	(3)	—	%
Asurion, LLC(5)(6)(20)(21)	Second lien senior secured loan	L + 5.25%	1/31/2028	5,000	5,000	4,250	0.2	%
Asurion, LLC(5)(6)(20)(21)	Second lien senior secured loan	L + 5.25%	1/22/2029	15,000	14,866	12,675	0.7	%
Brightway Holdings, LLC(5)(6)(21)	First lien senior secured loan	L + 6.50%	12/16/2027	17,850	17,643	17,359	1.0	%
Brightway Holdings, LLC(5)(16)(17)(21)	First lien senior secured revolving loan	L + 6.50%	12/16/2027	—	(24)	(58)	—	%
Evolution BuyerCo, Inc. (dba SIAA)(5)(7)(21)	First lien senior secured loan	L + 6.25%	4/28/2028	29,654	29,287	28,914	1.7	%

Owl Rock Capital Corporation III

Consolidated Schedule of Investments

as of June 30, 2022

(Amounts in thousands, except share amounts)

(Unaudited)


Company(1)(2)(26)	Investment	Interest	Maturity Date	Par / Units	Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
Evolution BuyerCo, Inc. (dba SIAA)(5)(16)(17)(21)	First lien senior secured revolving loan	L + 6.25%	4/30/2027	—	(26)	(56)	—	%
KUSRP Intermediate, Inc. (dba U.S. Retirement and Benefits Partners)(5)(8)(21)	First lien senior secured loan	L + 9.50% PIK	7/24/2028	12,887	12,664	12,565	0.7	%
Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services)(5)(8)(21)	First lien senior secured loan	L + 6.00%	11/1/2028	34,152	33,837	33,810	1.9	%
Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services)(5)(16)(17)(21)	First lien senior secured revolving loan	L + 6.00%	11/1/2027	—	(14)	(16)	—	%
PCF Midco II, LLC (dba PCF Insurance Services)(21)(25)	First lien senior secured loan	9.00% PIK	10/31/2031	34,108	31,176	29,759	1.7	%
TEMPO BUYER CORP. (dba Global Claims Services)(5)(7)(21)	First lien senior secured loan	L + 5.50%	8/28/2028	36,341	35,686	35,069	2.0	%
TEMPO BUYER CORP. (dba Global Claims Services)(5)(16)(17)(18)(21)	First lien senior secured delayed draw term loan	L + 5.50%	8/26/2023	—	(91)	(258)	—	%
TEMPO BUYER CORP. (dba Global Claims Services)(5)(9)(16)(21)	First lien senior secured revolving loan	P + 4.50%	8/26/2027	206	118	26	—	%
USRP Holdings, Inc. (dba U.S. Retirement and Benefits Partners)(5)(7)(21)	First lien senior secured loan	L + 5.50%	7/23/2027	14,980	14,719	14,455	0.8	%
USRP Holdings, Inc. (dba U.S. Retirement and Benefits Partners)(5)(16)(17)(21)	First lien senior secured revolving loan	L + 5.50%	7/23/2027	—	(19)	(38)	—	%
				292,118	284,973	278,550	15.8	%
Internet software and services
Anaplan, Inc.(5)(10)(21)	First lien senior secured loan	SR + 6.50%	6/21/2029	27,016	26,748	26,746	1.5	%
Anaplan, Inc.(5)(16)(17)(21)	First lien senior secured revolving loan	SR + 6.50%	6/21/2028	—	(19)	(19)	—	%
Bayshore Intermediate #2, L.P. (dba Boomi)(5)(7)(21)	First lien senior secured loan	L + 7.75% PIK	10/2/2028	20,264	19,868	19,656	1.1	%
Bayshore Intermediate #2, L.P. (dba Boomi)(5)(16)(17)(21)	First lien senior secured revolving loan	L + 6.75%	10/1/2027	—	(31)	(48)	—	%
BCPE Nucleon (DE) SPV, LP(5)(8)(21)	First lien senior secured loan	L + 7.00%	9/24/2026	40,000	39,534	39,500	2.3	%

Owl Rock Capital Corporation III

Consolidated Schedule of Investments

as of June 30, 2022

(Amounts in thousands, except share amounts)

(Unaudited)


Company(1)(2)(26)	Investment	Interest	Maturity Date	Par / Units	Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
BCTO BSI Buyer, Inc. (dba Buildertrend)(5)(7)(21)	First lien senior secured loan	L + 8.00% (incl. 8.00% PIK)	12/23/2026	8,654	8,587	8,589	0.5	%
BCTO BSI Buyer, Inc. (dba Buildertrend)(5)(6)(16)(21)	First lien senior secured revolving loan	L + 7.00%	12/23/2026	675	668	668	—	%
CivicPlus, LLC(5)(7)(21)	First lien senior secured loan	L + 6.00%	8/24/2027	15,332	15,191	15,179	0.9	%
CivicPlus, LLC(5)(16)(17)(21)	First lien senior secured revolving loan	L + 6.00%	8/24/2027	—	(9)	(10)	—	%
CP PIK Debt Issuer, LLC (dba CivicPlus, LLC)(5)(10)(21)	Unsecured notes	SR + 11.75% PIK	6/9/2034	6,395	6,204	6,203	0.4	%
EET Buyer, Inc. (dba e-Emphasys)(5)(8)(21)	First lien senior secured loan	L + 5.75%	11/8/2027	19,497	19,320	19,107	1.1	%
EET Buyer, Inc. (dba e-Emphasys)(5)(16)(17)(21)	First lien senior secured revolving loan	L + 5.75%	11/8/2027	—	(17)	(39)	—	%
Forescout Technologies, Inc.(5)(7)(21)	First lien senior secured loan	L + 9.50% (incl. 9.50% PIK)	8/17/2026	41,763	41,334	41,763	2.4	%
Forescout Technologies, Inc.(5)(16)(17)(21)	First lien senior secured delayed draw term loan	L + 8.00%	8/17/2026	—	(83)	(21)	—	%
Forescout Technologies, Inc.(5)(16)(17)(18)(21)	First lien senior secured delayed draw term loan	L + 8.00%	7/1/2024	—	(49)	(24)	—	%
Forescout Technologies, Inc.(5)(6)(16)(21)	First lien senior secured revolving loan	L + 8.50%	8/18/2025	1,373	1,348	1,373	0.1	%
GovBrands Intermediate, Inc.(5)(7)(21)	First lien senior secured loan	L + 5.50%	8/4/2027	8,304	8,123	7,910	0.5	%
GovBrands Intermediate, Inc.(5)(7)(16)(18)(21)	First lien senior secured delayed draw term loan	L + 5.50%	8/4/2023	1,868	1,818	1,749	0.1	%
GovBrands Intermediate, Inc.(5)(16)(17)(21)	First lien senior secured revolving loan	L + 5.50%	8/4/2027	—	(19)	(42)	—	%
Granicus, Inc.(5)(7)(21)	First lien senior secured loan	L + 6.50%	1/29/2027	13,428	13,169	12,991	0.7	%
Granicus, Inc.(5)(7)(16)(18)(21)	First lien senior secured delayed draw term loan	L + 6.00%	4/23/2023	1,527	1,494	1,455	0.1	%
Granicus, Inc.(5)(16)(17)(21)	First lien senior secured revolving loan	L + 6.50%	1/29/2027	—	(22)	(39)	—	%

Owl Rock Capital Corporation III

Consolidated Schedule of Investments

as of June 30, 2022

(Amounts in thousands, except share amounts)

(Unaudited)


Company(1)(2)(26)	Investment	Interest	Maturity Date	Par / Units	Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
GS Acquisitionco, Inc. (dba insightsoftware)(5)(8)(21)	First lien senior secured loan	L + 5.75%	5/25/2026	8,042	8,006	7,921	0.5	%
GS Acquisitionco, Inc. (dba insightsoftware)(5)(16)(17)(18)(21)	First lien senior secured delayed draw term loan	L + 5.75%	11/2/2022	—	(6)	(35)	—	%
Hyland Software, Inc.(5)(6)(21)	Second lien senior secured loan	L + 6.25%	7/7/2025	6,000	5,998	5,865	0.3	%
MessageBird BidCo B.V.(5)(7)(19)(21)	First lien senior secured loan	L + 6.75%	5/5/2027	16,000	15,702	15,520	0.9	%
Ministry Brands Holdings, LLC. (5)(7)(21)	First lien senior secured loan	L + 5.50%	12/29/2028	10,479	10,281	10,086	0.6	%
Ministry Brands Holdings, LLC. (5)(16)(17)(18)(21)	First lien senior secured delayed draw term loan	L + 5.50%	12/29/2023	—	(31)	(92)	—	%
Ministry Brands Holdings, LLC. (5)(16)(17)(21)	First lien senior secured revolving loan	L + 5.50%	12/30/2027	—	(18)	(38)	—	%
Proofpoint, Inc.(5)(8)(20)(21)	Second lien senior secured loan	L + 6.25%	8/31/2029	7,500	7,465	7,163	0.4	%
QAD Inc.(5)(7)(21)	First lien senior secured loan	L + 6.00%	11/5/2027	46,384	45,540	44,644	2.6	%
QAD Inc.(5)(16)(17)(21)	First lien senior secured revolving loan	L + 6.00%	11/5/2027	—	(107)	(225)	—	%
Securonix, Inc.(5)(11)(21)	First lien senior secured loan	SR + 6.50%	4/5/2028	847	839	839	—	%
Securonix, Inc.(5)(16)(17)(21)	First lien senior secured revolving loan	SR + 6.50%	4/5/2028	—	(1)	(2)	—	%
Tahoe Finco, LLC(5)(7)(19)(21)	First lien senior secured loan	L + 6.00%	9/29/2028	83,721	82,955	81,628	4.6	%
Tahoe Finco, LLC(5)(16)(17)(19)(21)	First lien senior secured revolving loan	L + 6.00%	10/1/2027	—	(55)	(157)	—	%
Thunder Purchaser, Inc. (dba Vector Solutions)(5)(7)(21)	First lien senior secured loan	L + 5.75%	6/30/2028	36,007	35,689	35,106	2.0	%
Thunder Purchaser, Inc. (dba Vector Solutions)(5)(16)(17)(18)(21)	First lien senior secured delayed draw term loan	L + 5.75%	8/17/2023	—	—	(92)	—	%
Thunder Purchaser, Inc. (dba Vector Solutions)(5)(8)(16)(21)	First lien senior secured revolving loan	L + 5.75%	6/30/2027	735	717	681	—	%
When I Work, Inc.(5)(8)(21)	First lien senior secured loan	L + 7.00% PIK	11/2/2027	22,650	22,448	22,026	1.3	%
When I Work, Inc.(5)(16)(17)(21)	First lien senior secured revolving loan	L + 6.00%	11/2/2027	—	(37)	(114)	—	%
				444,461	438,542	433,371	24.9	%

Owl Rock Capital Corporation III

Consolidated Schedule of Investments

as of June 30, 2022

(Amounts in thousands, except share amounts)

(Unaudited)


Company(1)(2)(26)	Investment	Interest	Maturity Date	Par / Units	Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
Leisure and entertainment
Troon Golf, L.L.C.(5)(8)(21)	First lien senior secured loan	L + 5.75%	8/5/2027	70,414	70,106	70,062	4.0	%
Troon Golf, L.L.C.(5)(16)(17)(21)	First lien senior secured revolving loan	L + 6.00%	8/5/2026	—	(22)	(27)	—	%
				70,414	70,084	70,035	4.0	%
Manufacturing
Gloves Buyer, Inc. (dba Protective Industrial Products)(5)(6)(21)	Second lien senior secured loan	L + 8.25%	12/29/2028	6,300	6,164	6,158	0.4	%
MHE Intermediate Holdings, LLC (dba OnPoint Group)(5)(8)(21)	First lien senior secured loan	L + 6.00%	7/21/2027	40,763	40,410	39,845	2.3	%
MHE Intermediate Holdings, LLC (dba OnPoint Group)(5)(7)(21)	First lien senior secured delayed draw term loan	L + 6.00%	7/21/2027	5,328	5,279	5,208	0.3	%
MHE Intermediate Holdings, LLC (dba OnPoint Group)(5)(16)(17)(21)	First lien senior secured revolving loan	L + 5.75%	7/21/2027	—	(30)	(80)	—	%
Sonny's Enterprises LLC(5)(6)(21)	First lien senior secured loan	L + 6.75%	8/5/2026	49,207	48,521	49,207	2.8	%
Sonny's Enterprises LLC(5)(6)(16)(21)	First lien senior secured revolving loan	L + 6.75%	8/5/2025	1,127	1,078	1,127	0.1	%
				102,725	101,422	101,465	5.9	%
Professional services
Apex Group Treasury LLC(5)(7)(19)(21)	Second lien senior secured loan	L + 6.75%	7/27/2029	5,000	4,955	4,800	0.3	%
Apex Group Treasury LLC(5)(16)(17)(18)(19)(21)	Second lien senior secured delayed draw term loan	L + 6.75%	10/31/2022	—	—	(132)	—	%
Apex Service Partners, LLC(5)(10)(16)(18)(21)	First lien senior secured delayed draw term loan	SR + 5.50%	10/23/2023	462	452	451	—	%
Apex Service Partners, LLC(5)(8)(16)(21)	First lien senior secured revolving loan	L + 5.25%	7/31/2025	10	9	9	—	%
Guidehouse Inc.(5)(6)(21)	First lien senior secured loan	L + 5.50%	10/16/2028	44,243	43,837	43,137	2.4	%
Relativity ODA LLC(5)(7)(21)	First lien senior secured loan	L + 7.50% PIK	5/12/2027	16,059	15,871	15,819	0.9	%
Relativity ODA LLC(5)(16)(17)(21)	First lien senior secured revolving loan	L + 6.50%	5/12/2027	—	(18)	(22)	—	%
				65,774	65,106	64,062	3.6	%

Owl Rock Capital Corporation III

Consolidated Schedule of Investments

as of June 30, 2022

(Amounts in thousands, except share amounts)

(Unaudited)


Company(1)(2)(26)	Investment	Interest	Maturity Date	Par / Units	Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
Specialty retail
Milan Laser Holdings LLC(5)(6)(21)	First lien senior secured loan	L + 5.00%	4/27/2027	41,056	40,715	40,543	2.3	%
Milan Laser Holdings LLC(5)(16)(17)(21)	First lien senior secured revolving loan	L + 5.00%	4/27/2026	—	(27)	(44)	—	%
Notorious Topco, LLC (dba Beauty Industry Group)(5)(8)(21)	First lien senior secured loan	L + 6.50%	11/23/2027	60,611	59,777	59,702	3.3	%
Notorious Topco, LLC (dba Beauty Industry Group)(5)(16)(17)(18)(21)	First lien senior secured delayed draw term loan	L + 6.50%	11/23/2023	—	(49)	(22)	—	%
Notorious Topco, LLC (dba Beauty Industry Group)(5)(8)(16)(21)	First lien senior secured revolving loan	L + 6.50%	5/24/2027	2,289	2,218	2,210	0.1	%
The Shade Store, LLC(5)(6)(21)	First lien senior secured loan	L + 6.00%	10/13/2027	58,795	58,134	57,032	3.3	%
The Shade Store, LLC(5)(8)(16)(21)	First lien senior secured revolving loan	L + 6.00%	10/13/2026	2,955	2,891	2,777	0.2	%
				165,706	163,659	162,198	9.2	%
Telecommunications
Park Place Technologies, LLC(5)(10)(20)(21)	First lien senior secured loan	SR + 5.00%	11/10/2027	7,406	7,167	7,097	0.4	%
				7,406	7,167	7,097	0.4	%
Transportation
Motus Group, LLC(5)(6)(21)	Second lien senior secured loan	L + 6.50%	12/10/2029	10,000	9,905	9,700	0.5	%
				10,000	9,905	9,700	0.5	%
Total non-controlled/non-affiliated portfolio company debt investments				2,922,751	2,885,998	2,834,358	162.1	%
Equity Investments
Automotive
CD&R Value Building Partners I, L.P. (dba Belron)(19)(21)(23)(24)	LP Interest	N/A	N/A	33,000	33,108	30,172	1.7	%
Metis HoldCo, Inc. (dba Mavis Tire Express Services)(21)(23)(25)	Series A Convertible Preferred Stock	7.00% PIK	N/A	32,308	34,035	32,470	1.9	%
					67,143	62,642	3.6	%
Buildings and real estate
Associations Finance, Inc.(21)(23)(25)	Preferred Stock	12.00% PIK	N/A	25,000,000	24,316	24,313	1.4	%

Owl Rock Capital Corporation III

Consolidated Schedule of Investments

as of June 30, 2022

(Amounts in thousands, except share amounts)

(Unaudited)


Company(1)(2)(26)	Investment	Interest	Maturity Date	Par / Units	Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
Dodge Construction Network Holdings, L.P.(21)(23)(24)	Class A-2 Common Units	N/A	N/A	431,889	368	367	—	%
Dodge Construction Network Holdings, L.P.(21)(23)(24)	Series A Preferred Units	N/A	N/A	—	9	9	—	%
					24,693	24,689	1.4	%
Business services
Denali Holding, LP (dba Summit Companies)(21)(23)(24)	Class A Units	N/A	N/A	413,725	4,215	5,110	0.3	%
Hercules Buyer LLC (dba The Vincit Group)(21)(22)(23)(24)	Common Units	N/A	N/A	452	452	452	—	%
Knockout Intermediate Holdings I Inc. (dba Kaseya)(21)(23)(25)	Perpetual Preferred Stock	11.75% PIK	N/A	6,000	5,850	5,850	0.3	%
					10,517	11,412	0.6	%
Consumer products
ASP Conair Holdings LP(21)(23)(24)	Class A Units	N/A	N/A	12,857	1,286	803	—	%
					1,286	803	—	%
Food and beverage
Hissho Sushi Holdings, LLC(21)(23)(24)	Class A Units	N/A	N/A	7,502	75	75	—	%
					75	75	—	%
Healthcare equipment and services
KPCI Holdings, LP(21)(23)(24)	Class A Units	N/A	N/A	6,701	6,701	6,665	0.5	%
Maia Aggregator, LP(21)(23)(24)	Class A-2 Units	N/A	N/A	112,360	112	112	—	%
Patriot Holdings SCSp (dba Corza Health, Inc.)(19)(21)(23)(25)	Class A Units	8.00% PIK	N/A	1,653	1,830	1,830	0.1	%
Patriot Holdings SCSp (dba Corza Health, Inc.)(19)(21)(23)(24)	Class B Units	N/A	N/A	22,767	44	258	—	%
Rhea Acquisition Holdings, LP(21)(23)(24)	Series A-2 Units	N/A	N/A	119,048	119	119	—	%
					8,806	8,984	0.6	%
Healthcare providers and services
KOBHG Holdings, L.P. (dba OB Hospitalist)(21)(23)(24)	Class A Interests	N/A	N/A	3,017	3,017	2,544	0.1	%
					3,017	2,544	0.1	%

Owl Rock Capital Corporation III

Consolidated Schedule of Investments

as of June 30, 2022

(Amounts in thousands, except share amounts)

(Unaudited)


Company(1)(2)(26)	Investment	Interest	Maturity Date	Par / Units	Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
Healthcare technology
Minerva Holdco, Inc.(21)(23)(25)	Series A Preferred Stock	10.75% PIK	N/A	2,000	2,043	1,915	0.1	%
					2,043	1,915	0.1	%
Household products
Evology LLC(21)(23)(24)	Class B Units	N/A	N/A	88	420	420	—	%
					420	420	—	%
Human resource support services
Sunshine Software Holdings, Inc. (dba Cornerstone OnDemand)(21)(23)(25)	Series A Preferred Stock	10.50% PIK	N/A	12,750	13,415	11,795	0.8	%
					13,415	11,795	0.8	%
Insurance
Evolution Parent, LP (dba SIAA)(21)(23)(24)	LP Interest	N/A	N/A	8,919	892	892	0.1	%
GrowthCurve Capital Sunrise Co-Invest LP (dba Brightway)(21)(23)(24)	LP Interest	N/A	N/A	421	422	421	—	%
PCF Holdco, LLC (dba PCF Insurance Services)(21)(23)(24)	Class A Units	N/A	N/A	2,757,106	6,992	8,728	0.5	%
PCF Holdco, LLC (dba PCF Insurance Services)(21)(23)(24)	Class A Warrants	N/A	N/A	1,013,666	2,571	3,212	0.2	%
					10,877	13,253	0.8	%
Internet software and services
BCTO WIW Holdings, Inc. (dba When I Work)(21)(23)(24)	Class A Common Stock	N/A	N/A	57,000	5,700	4,313	0.2	%
Brooklyn Lender Co-Invest 2, L.P. (dba Boomi)(21)(23)(24)	Common Units	N/A	N/A	1,729,439	1,729	1,462	0.1	%
Insight CP (Blocker) Holdings, L.P. (dba CivicPlus, LLC)(19)(21)(23)(24)	LP Interest	N/A	N/A	470,219	470	470	—	%
MessageBird Holding B.V.(19)(21)(23)(24)	Extended Series C Warrants	N/A	N/A	25,540	157	53	—	%
Project Alpine Co-Invest Fund, L.P.(19)(21)(23)(24)	LP Interest	N/A	N/A	2,000,000	2,001	2,000	0.1	%
Thunder Topco L.P. (dba Vector Solutions)(21)(23)(24)	Common Units	N/A	N/A	2,138,653	2,139	1,955	0.1	%

Owl Rock Capital Corporation III

Consolidated Schedule of Investments

as of June 30, 2022

(Amounts in thousands, except share amounts)

(Unaudited)


Company(1)(2)(26)	Investment	Interest	Maturity Date	Par / Units	Amortized Cost(3)(4)		Fair Value		Percentage of Net Assets
WMC Bidco, Inc. (dba West Monroe)(21)(23)(25)	Senior Preferred Stock	11.25% PIK	N/A	33,385	35,035		32,810		1.9	%
					47,231		43,063		2.4	%
Manufacturing
Gloves Holdings, LP (dba Protective Industrial Products)(21)(23)(24)	LP Interest	N/A	N/A	700	700		749		—	%
					700		749		—	%
Total non-controlled/non-affiliated portfolio company equity investments					190,223		182,344		10.4	%
Total Investments					$	3,076,221	$	3,016,702	172.5	%

_________

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

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

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

(4)As of June 30, 2022, the net estimated unrealized loss for U.S. federal income tax purposes was $53.4 million based on a tax cost basis of $3.1 billion. As of June 30, 2022, the estimated aggregate gross unrealized loss for U.S. federal income tax purposes was $58.7 million and the estimated aggregate gross unrealized gain for U.S. federal income tax purposes was $5.3 million.

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

(6)The interest rate on these loans is subject to 1 month LIBOR, which as of June 30, 2022 was 1.79%.

(7)The interest rate on these loans is subject to 3 month LIBOR, which as of June 30, 2022 was 2.29%.

(8)The interest rate on these loans is subject to 6 month LIBOR, which as of June 30, 2022 was 2.94%.

(9)The interest rate on these loans is subject to Prime, which as of June 30, 2022 was 4.75%.

(10)The interest rate on these loans is subject to 1 month SOFR, which as of June 30, 2022 was 1.69%.

(11)The interest rate on these loans is subject to 3 month SOFR, which as of June 30, 2022 was 2.12%.

(12)The interest rate on these loans is subject to 6 month SOFR, which as of June 30, 2022 was 2.63%.

(13)The interest rate on these loans is subject to SONIA, which as of June 30, 2022 was 1.19%.

(14)The interest rate on these loans is subject to 3 month EURIBOR, which as of June 30, 2022 was (0.20)%.

(15)The interest rate on this loan is subject to 6 month EURIBOR, which as of June 30, 2022 was 0.15%.

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

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

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

Owl Rock Capital Corporation III

Consolidated Schedule of Investments

as of June 30, 2022

(Amounts in thousands, except share amounts)

(Unaudited)

(19)This portfolio company is not a qualifying asset under Section 55(a) of the Investment Company Act of 1940, as amended (the “1940 Act”). Under the 1940 Act, the Company may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of total assets. As of June 30, 2022, non-qualifying assets represented 11.6% of total assets as calculated in accordance with the regulatory requirements.

(20)Level 2 investment.

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

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

(23)Security acquired in transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), and may be deemed to be “restricted securities” under the Securities Act. As of June 30, 2022, the aggregate fair value of these securities is $182.3 million or 10.4% of the Company’s net assets. The acquisition dates of the restricted securities are as follows:

~~Portfolio Company~~

~~Investment~~

~~Acquisition Date~~

Portfolio Company

Investment

Acquisition Date

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

Gloves Holdings, LP (dba Protective Industrial Products)

LP Interest

December 29, 2020

GrowthCurve Capital Sunrise Co-Invest LP (dba Brightway)

LP Interest

December 16, 2021

Hercules Buyer, LLC (dba The Vincit Group)

Common Units

December 15, 2020

Hissho Sushi Holdings, LLC

Class A Units

May 17, 2022

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

LP Interest

June 8, 2022

Knockout Intermediate Holdings I Inc. (dba Kaseya)

Perpetual Preferred Stock

June 23, 2022

KOBHG Holdings, L.P. (dba OB Hospitalist)

Class A Interests

September 27, 2021

KPCI Holdings, LP

~~LP Interest~~

Class A Units

November 30, 2020

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

Owl Rock Capital Corporation III

Consolidated Schedule of Investments

as of June 30, 2022

(Amounts in thousands, except share amounts)

(Unaudited)

Portfolio Company

Investment

Acquisition Date

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

~~March 30,~~November 1, 2021

~~Restore OMH Intermediate Holdings, Inc.~~

PCF Holdco, LLC (dba PCF Insurance Services)

~~Senior Preferred Stock~~

Class A Warrants

~~December 9, 2020~~

November 1, 2021

~~Skyline Holdco B,~~Project Alpine Co-Invest Fund, L.P.

LP Interest

June 10, 2022

Rhea Acquisition Holdings, LP

Series A-2 Units

February 18, 2022

Sunshine Software Holdings, Inc. (dba ~~Dodge Data & Analytics)~~

Cornerstone OnDemand)

Series A Preferred Stock

~~April 14,~~October 15, 2021

Thunder Topco L.P.

(dba Vector Solutions)

Common Units

June 30, 2021

WMC Bidco, Inc. (dba West Monroe)

Senior Preferred Stock

November 9, 2021

~~(20)~~

(24)Investment is non-income producing.

~~(21)~~

~~Loan~~(25)Investment contains a fixed-rate structure.

~~Owl Rock Capital Corporation III~~

~~Consolidated Schedule of Investments~~

(26)Unless otherwise indicated, the Company’s portfolio companies are pledged as ~~of December 31, 2020~~

~~(Amounts in thousands, except share amounts)~~

collateral supporting the amounts outstanding under the Revolving Credit Facility, SPV Asset Facility I and SPV Asset Facility II. See Note 6 “Debt”.

Company(1)(2)

Investment

Interest

Maturity Date

Par / Units

Amortized Cost(3)(4)

Fair Value

Percentage of Net Assets

Non-controlled/non-affiliated portfolio company investments

Debt Investments

Business services

Hercules Borrower, LLC (dba The Vincit Group)(5)(8)(16)

First lien senior secured loan

L + 6.50%

12/15/2026

$
36,995

$
36,443

$
36,440

12.7

%
Hercules Borrower, LLC (dba The Vincit Group)(5)(11)(12)(16)

First lien senior secured revolving loan

L + 6.50%

12/15/2026

-

(64
)

(64
)

—

%
Hercules Buyer, LLC (dba The Vincit Group)(16)(17)

Unsecured notes

0.48% PIK

12/14/2029

1,052

1,050

1,050

0.4

%

38,047

37,429

37,426

13.1

%
Chemicals

Aruba Investments Holdings, LLC (dba Angus Chemical Company)(5)(8)(16)

Second lien senior secured loan

L + 7.75%

11/24/2028

6,500

6,405

6,403

2.2

%

6,500

6,405

6,403

2.2

%
Consumer products

CD&R Smokey Buyer, Inc. (fka Radio Systems)(15)(16)

First lien senior secured notes

6.75%

7/15/2025

3,000

3,002

3,212

1.1

%
Olaplex, Inc.(5)(6)(16)

First lien senior secured loan

L + 6.50%

1/8/2026

12,421

12,297

12,297

4.3

%

15,421

15,299

15,509

5.4

%
Distribution

Individual Foodservice Holdings, LLC(5)(8)(16)

First lien senior secured loan

L + 6.25%

11/22/2025

39,537

38,944

38,944

13.6

%
Individual Foodservice Holdings, LLC(5)(11)(12)(13)(16)

First lien senior secured delayed draw term loan

L + 6.25%

6/30/2022

-

(44
)

(44
)

—

%
Individual Foodservice Holdings, LLC(5)(8)(11)(16)

First lien senior secured revolving loan

L + 6.25%

11/22/2024

555

518

518

0.2

%

40,092

39,418

39,418

13.8

%
Financial services

AxiomSL Group, Inc.(5)(6)(16)

First lien senior secured loan

L + 6.50%

12/3/2027

17,877

17,610

17,608

6.1

%
AxiomSL Group, Inc.(5)(11)(12)(16)

First lien senior secured revolving loan

L + 6.50%

12/3/2025

-

(31
)

(32
)

—

%

~~Owl Rock Capital Corporation III~~

~~Consolidated Schedule of Investments~~

(27)Investment is not pledged as ~~of December 31, 2020~~

~~(Amounts in thousands, except share amounts)~~

Company(1)(2)

Investment

Interest

Maturity Date

Par / Units

Amortized Cost(3)(4)

Fair Value

Percentage of Net Assets

Hg Genesis 8 Sumoco Limited(5)(9)(14)(16)

Unsecured facility

G + 7.5% (incl. 7.50% PIK)

8/28/2025

18,763

18,040

19,044

6.6

%

36,640

35,619

36,620

12.7

%
Food and beverage

Nutraceutical International Corporation(5)(6)(16)

First lien senior secured loan

L + 7.00%

9/30/2026

10,221

10,072

10,118

3.5

%
Nutraceutical International Corporation(5)(11)(16)

First lien senior secured delayed draw term loan

L + 7.00%

9/30/2026

1,544

1,522

1,529

0.5

%
Nutraceutical International Corporation(5)(11)(12)(16)

First lien senior secured revolving loan

L + 7.00%

9/30/2025

-

(10
)

(7
)

—

%
Shearer's Foods, LLC(5)(7)(16)

Second lien senior secured loan

L + 7.75%

9/22/2028

30,000

29,707

29,850

10.4

%

41,765

41,291

41,490

14.4

%
Healthcare equipment and services

Packaging Coordinators Midco, Inc.(5)(8)(16)

Second lien senior secured loan

L + 8.25%

11/30/2028

36,269

35,550

35,544

12.4

%

36,269

35,550

35,544

12.4

%
Healthcare providers and services

Barracuda Dental LLC (dba National Dentex)(5)(7)(16)

First lien senior secured loan

L + 7.00%

10/27/2025

10,341

10,162

10,156

3.5

%
Barracuda Dental LLC (dba National Dentex)(5)(11)(12)(13)(16)

First lien senior secured delayed draw term loan

L + 7.00%

6/30/2022

-

(18
)

(27
)

—

%
Barracuda Dental LLC (dba National Dentex)(5)(7)(11)(16)

First lien senior secured revolving loan

L + 7.00%

10/27/2025

585

558

557

0.2

%
Refresh Parent Holdings, Inc.(5)(7)(16)

First lien senior secured loan

L + 6.50%

12/9/2026

14,979

14,756

14,754

5.2

%
Refresh Parent Holdings, Inc.(5)(11)(12)(13)(16)

First lien senior secured delayed draw term loan

L + 6.50%

6/9/2022

-

(12
)

(12
)

—

%
Refresh Parent Holdings, Inc.(5)(7)(11)(16)

First lien senior secured revolving loan

L + 6.50%

12/9/2026

510

483

483

0.2

%

26,415

25,929

25,911

9.1

%

~~Owl Rock Capital Corporation III~~

~~Consolidated Schedule of Investments~~

~~as of December 31, 2020~~

~~(Amounts in thousands, except share amounts)~~

Company(1)(2)

Investment

Interest

Maturity Date

Par /
Units

Amortized
Cost(3)(4)

Fair
Value

Percentage
of Net
Assets

Healthcare technology

Project Ruby Ultimate Parent Corp. (dba Wellsky)(5)(6)(16)

First lien senior secured loan

L + 4.25%

2/9/2024

10,357

10,202

10,201

3.6

%
Project Ruby Ultimate Parent Corp. (dba Wellsky)(5)(6)(16)

Second lien senior secured loan

L + 8.25%

2/9/2025

4,643

4,551

4,550

1.6

%
RL Datix Holdings (USA), Inc.(5)(8)(14)(16)

First lien senior secured loan

L + 5.00%

4/28/2025

5,000

4,879

4,900

1.7

%
RL Datix Holdings (USA), Inc.(5)(8)(14)(16)

Second lien senior secured loan

L + 8.50%

4/27/2026

5,000

4,879

4,900

1.7

%

25,000

24,511

24,551

8.6

%
Human resource support services

The Ultimate Software Group, Inc.(5)(7)(16)

Second lien senior secured loan

L + 6.75%

5/3/2027

645

639

658

0.2

%

645

639

658

0.2

%
Insurance

Asurion, LLC(5)(6)(15)(16)

Second lien senior secured loan

L + 6.50%

8/4/2025

1,190

1,184

1,197

0.4

%
Ardonagh Midco 2 Plc(14)(16)

Unsecured notes

12.75% PIK

1/15/2027

200

198

214

0.1

%
Ardonagh Midco 3 Plc(5)(9)(14)(16)

First lien senior secured loan

G + 8.25% (incl. 2.81% PIK)

7/14/2026

2,060

1,804

2,060

0.7

%
Ardonagh Midco 3 Plc(5)(10)(14)(16)

First lien senior secured loan

E + 8.25% (incl. 2.81% PIK)

7/14/2026

235

209

235

0.1

%
Ardonagh Midco 3 Plc(5)(9)(11)(13)(14)(16)

First lien senior secured delayed draw term loan

G + 8.25% (incl. 2.81% PIK)

7/14/2022

73

59

73

—

%

3,758

3,454

3,779

1.3

%
Internet software and services

BCPE Nucleon (DE) SPV, LP(5)(7)(16)

First lien senior secured loan

L + 7.00%

9/24/2026

45,000

44,329

44,325

15.5

%
BCTO BSI Buyer, Inc. (dba Buildertrend)(5)(7)(16)

First lien senior secured loan

L + 7.00%

12/23/2026

8,482

8,398

8,397

2.9

%
BCTO BSI Buyer, Inc. (dba Buildertrend)(5)(11)(12)(16)

First lien senior secured revolving loan

L + 7.00%

12/23/2026

-

(10
)

(10
)

—

%
Forescout Technologies, Inc.(5)(7)(16)

First lien senior secured loan

L + 9.5% (incl. 9.50% PIK)

8/17/2026

21,328

20,985

21,062

7.4

%

~~Owl Rock Capital Corporation III~~

~~Consolidated Schedule of Investments~~

~~as of December 31, 2020~~

~~(Amounts in thousands, except share amounts)~~

Company(1)(2)

Investment

Interest

Maturity Date

Par /
Units

Amortized
Cost(3)(4)

Fair
Value

Percentage
of Net
Assets

Forescout Technologies, Inc.(5)(11)(12)(16)

First lien senior secured revolving loan

L + 8.50%

8/18/2025

-

(37
)

(29
)

—

%
Granicus, Inc.(5)(8)(16)

First lien senior secured loan

L + 7.00%

8/21/2026

17,870

17,444

18,050

6.3

%
Granicus, Inc.(5)(11)(12)(16)

First lien senior secured revolving loan

L + 7.00%

8/21/2026

-

(26
)

-

—

%

92,680

91,083

91,795

32.1

%
Manufacturing

Gloves Buyer, Inc. (dba Protective Industrial Products)(5)(6)(16)

Second lien senior secured loan

L + 8.25%

12/29/2028

6,300

6,143

6,143

2.1

%
Sonny's Enterprises LLC(5)(6)(16)

First lien senior secured loan

L + 7.00%

8/5/2026

35,582

34,908

35,048

12.2

%
Sonny's Enterprises LLC(5)(6)(16)

First lien senior secured delayed draw term loan

L + 7.00%

8/5/2026

10,385

10,188

10,229

3.6

%
Sonny's Enterprises LLC(5)(11)(12)(16)

First lien senior secured revolving loan

L + 7.00%

8/5/2025

-

(72
)

(59
)

—

%

52,267

51,167

51,361

17.9

%
Telecommunications

Park Place Technologies, LLC(5)(6)(16)

First lien senior secured loan

L + 5.00%

11/10/2027

7,500

7,204

7,200

2.5

%

7,500

7,204

7,200

2.5

%
Total non-controlled/non-affiliated portfolio company debt investments

422,999

414,998

417,665

145.7

%
Equity Investments

Business services

Hercules Buyer LLC (dba The Vincit Group)(16)(18)

LLC Interest

N/A

N/A

452

450

450

0.1

%

450

450

0.1

%
Healthcare equipment and services

KPCI Holdings, LP(16)(18)

LP Interest

N/A

N/A

4,701

4,701

4,701

1.6

%

4,701

4,701

1.6

%
Healthcare providers and services

Restore OMH Intermediate Holdings, Inc.(16)(18)

Senior Preferred Stock

N/A

N/A

381

3,694

3,693

1.3

%

3,694

3,693

1.3

%
Manufacturing

Gloves Holdings, LP (dba Protective Industrial Products)(16)(18)

LLC Interest

N/A

N/A

700

700

700

0.2

%

700

700

0.2

%

~~Owl Rock Capital Corporation III~~

~~Consolidated Schedule of Investments~~

~~as of December 31, 2020~~

~~(Amounts in thousands, except share amounts)~~

Company(1)(2)

Investment

Interest

Maturity Date

Par /
Units

Amortized
Cost(3)(4)

Fair
Value

Percentage
of Net
Assets

Total non-controlled/non-affiliated portfolio company equity investments

9,545

9,544

3.2

%
Total Investments

$
424,543

$
427,209

148.9

%

~~________________~~

~~(1)~~

~~Certain portfolio company investments are subject to contractual restrictions on sales.~~collateral for the credit facilities.

~~(2)~~

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

~~(3)~~

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

~~(4)~~

As of December 31, 2020, the net estimated unrealized gain for U.S. federal income tax purposes was $2.7 million based on a tax cost basis of $424.5 million. As of December 31, 2020, the estimated aggregate gross unrealized loss for U.S. federal income tax purposes was $43.8 thousand and the estimated aggregate gross unrealized gain for U.S. federal income tax purposes was $2.7 million.

~~(5)~~

~~(6)~~

~~The interest rate on these loans is subject to 1 month LIBOR, which as of December 31, 2020 was 0.14%.~~

~~(7)~~

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

~~(8)~~

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

~~(9)~~

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

~~(10)~~

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

~~(11)~~

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

~~(12)~~

~~(13)~~

~~(14)~~

This portfolio company is not a qualifying asset under Section 55(a) of the 1940 Act. Under the 1940 Act, the Company may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of total assets. As of December 31, 2020, non-qualifying assets represented 6.1% of total assets as calculated in accordance with the regulatory requirements.

~~(15)~~

~~Level 2 investment.~~

~~(16)~~

~~(17)~~

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

~~(18)~~

Security acquired in transaction exempt from registration under the Securities Act of 1933, and may be deemed to be “restricted securities” under the Securities Act. As of December 31, 2020, the aggregate fair value of these securities is $9.5 million or 3.2% of the Company’s net assets. The acquisition dates of the restricted securities are as follows:

~~Portfolio Company~~	~~Investment~~	~~Acquisition Date~~
~~Hercules Buyer, LLC (dba The Vincit Group)~~	~~Common Units~~	~~December 15, 2020~~
~~KPCI Holdings, LP~~	~~LP Interest~~	~~November 30, 2020~~
~~Restore OMH Intermediate Holdings, Inc.~~	~~Senior Preferred Stock~~	~~December 9, 2020~~
~~Gloves Holdings, LP (dba Protective Industrial Products)~~	~~LP Interest~~	~~December 29, 2020~~

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

Owl Rock Capital Corporation III

Consolidated ~~Statements~~Schedule of ~~Changes in Net Assets~~

Investments

as of December 31, 2021

(Amounts in ~~thousands)~~

~~(Unaudited)~~

thousands, except share amounts)

Three Months Ended June 30,

Six Months Ended June 30,

2021

2020⁽¹⁾

2021

2020⁽¹⁾

Increase (Decrease) in Net Assets Resulting from Operations

Net investment income (loss)

$
9,998

$
(1,037
)

$
17,037

$
(1,037
)

Net change in unrealized gain (loss)

2,569

109

4,132

109

Net realized gain (loss)

226

—

441

—

Net Increase (Decrease) in Net Assets Resulting from Operations

12,793

(928
)

21,610

(928
)

Distributions

Distributions declared from earnings

(9,318
)

—

(15,965
)

—

Net Decrease in Net Assets Resulting from Shareholders' Distributions

(9,318
)

—

(15,965
)

—

Capital Share Transactions

Issuance of common shares

150,000

15,001

150,000

15,001

Reinvestment of distributions

1,403

—

1,844

—

Net Increase in Net Assets Resulting from Capital Share Transactions

151,403

15,001

151,844

15,001

Total Increase in Net Assets

154,878

14,073

157,489

14,073

Net Assets, at beginning of period

289,065

-

286,454

-

Net Assets, at end of period

$
443,943

$
14,073

$
443,943

$
14,073


Company(1)(2)(23)	Investment	Interest	Maturity Date	Par / Units		Amortized Cost(3)(4)		Fair Value		Percentage of Net Assets
Non-controlled/non-affiliated portfolio company investments
Debt Investments
Advertising and media
Global Music Rights, LLC(5)(7)(18)	First lien senior secured loan	L + 5.75%	8/28/2028	$	84,375	$	82,753	$	82,688	5.0	%
Global Music Rights, LLC(5)(13)(14)(18)	First lien senior secured revolving loan	L + 5.75%	8/27/2027	—		(141)		(150)		—	%
				84,375		82,612		82,538		5.0	%
Aerospace and defense
Peraton Corp.(5)(6)(18)	Second lien senior secured loan	L + 7.75%	2/1/2029	15,000		14,791		14,925		0.9	%
				15,000		14,791		14,925		0.9	%
Buildings and real estate
Associations, Inc.(5)(7)(18)	First lien senior secured loan	L + 6.50% (incl. 2.50% PIK)	7/2/2027	85,036		83,890		84,186		5.0	%
Associations, Inc.(5)(13)(14)(18)	First lien senior secured revolving loan	L + 6.50%	7/2/2027	—		(65)		(53)		—	%
Dodge Data & Analytics LLC(5)(8)(18)	First lien senior secured loan	L + 7.50%	4/14/2026	6,446		6,332		6,639		0.4	%
Dodge Data & Analytics LLC(5)(13)(14)(18)	First lien senior secured revolving loan	L + 7.50%	4/14/2026	—		(6)		—		—	%
RealPage, Inc.(5)(6)(18)	Second lien senior secured loan	L + 6.50%	4/23/2029	6,500		6,409		6,575		0.4	%
				97,982		96,560		97,347		5.8	%
Business services
Denali Buyerco LLC (dba Summit Companies)(5)(7)(18)	First lien senior secured loan	L + 6.00%	9/15/2028	62,809		62,205		62,182		3.8	%
Denali Buyerco LLC (dba Summit Companies)(5)(7)(13)(15)(18)	First lien senior secured delayed draw term loan	L + 6.00%	9/15/2023	3,860		3,713		3,821		0.2	%
Denali Buyerco LLC (dba Summit Companies)(5)(13)(14)(18)	First lien senior secured revolving loan	L + 6.00%	9/15/2027	—		(65)		(69)		—	%
Diamondback Acquisition, Inc. (dba Sphera)(5)(6)(18)	First lien senior secured loan	L + 5.50%	9/13/2028	47,827		46,903		46,871		2.8	%

Owl Rock Capital Corporation III

Consolidated Schedule of Investments

as of December 31, 2021

(Amounts in thousands, except share amounts)


Company(1)(2)(23)	Investment	Interest	Maturity Date	Par / Units	Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
Diamondback Acquisition, Inc. (dba Sphera)(5)(13)(14)(15)(18)	First lien senior secured delayed draw term loan	L + 5.50%	9/13/2023	—	(91)	(96)	—	%
Gainsight, Inc.(5)(8)(18)	First lien senior secured loan	L + 6.75% PIK	7/30/2027	5,077	4,994	5,001	0.3	%
Gainsight, Inc.(5)(13)(14)(18)	First lien senior secured revolving loan	L + 6.00%	7/30/2027	—	(14)	(13)	—	%
Hercules Borrower, LLC (dba The Vincit Group)(5)(7)(18)	First lien senior secured loan	L + 6.50%	12/15/2026	36,718	36,246	36,718	2.3	%
Hercules Borrower, LLC (dba The Vincit Group)(5)(7)(18)	First lien senior secured loan	L + 5.50%	12/15/2026	404	400	400	—	%
Hercules Borrower, LLC (dba The Vincit Group)(5)(13)(15)(18)	First lien senior secured delayed draw term loan	L + 5.50%	9/10/2023	—	—	—	—	%
Hercules Borrower, LLC (dba The Vincit Group)(5)(13)(14)(18)	First lien senior secured revolving loan	L + 6.50%	12/15/2026	—	(53)	—	—	%
Hercules Buyer, LLC (dba The Vincit Group)(18)(19)(22)	Unsecured notes	0.48% PIK	12/14/2029	1,056	1,054	1,056	—	%
KPSKY Acquisition, Inc. (dba BluSky) (5)(6)(18)	First lien senior secured loan	L + 5.50%	10/19/2028	35,808	35,108	35,092	2.1	%
KPSKY Acquisition, Inc. (dba BluSky) (5)(9)(13)(15)(18)	First lien senior secured delayed draw term loan	P + 4.50%	10/19/2023	2,046	1,986	1,985	0.1	%
				195,605	192,386	192,948	11.6	%
Chemicals
Aruba Investments Holdings, LLC (dba Angus Chemical Company)(5)(8)(18)	Second lien senior secured loan	L + 7.75%	11/24/2028	6,500	6,413	6,500	0.4	%
Gaylord Chemical Company, L.L.C.(5)(7)(18)	First lien senior secured loan	L + 6.50%	3/30/2027	70,970	70,299	70,616	4.2	%
Gaylord Chemical Company, L.L.C.(5)(13)(14)(18)	First lien senior secured revolving loan	L + 6.50%	3/30/2026	—	(35)	(20)	—	%
Velocity HoldCo III Inc. (dba VelocityEHS)(5)(7)(18)	First lien senior secured loan	L + 5.75%	4/22/2027	6,101	5,977	5,979	0.4	%
Velocity HoldCo III Inc. (dba VelocityEHS)(5)(13)(14)(18)	First lien senior secured revolving loan	L + 5.75%	4/22/2026	—	(7)	(7)	—	%
				83,571	82,647	83,068	5.0	%
Consumer products

Owl Rock Capital Corporation III

Consolidated Schedule of Investments

as of December 31, 2021

(Amounts in thousands, except share amounts)


Company(1)(2)(23)	Investment	Interest	Maturity Date	Par / Units	Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
ConAir Holdings LLC(5)(7)(18)	Second lien senior secured loan	L + 7.50%	5/17/2029	45,000	44,312	45,000	2.7	%
Lignetics Investment Corp.(5)(7)(18)	First lien senior secured loan	L + 6.00%	11/1/2027	50,980	50,358	50,343	3.0	%
Lignetics Investment Corp.(5)(13)(14)(15)(18)	First lien senior secured delayed draw term loan	L + 6.00%	11/1/2023	—	(77)	(80)	—	%
Lignetics Investment Corp.(5)(7)(13)(18)	First lien senior secured revolving loan	L + 6.00%	11/2/2026	1,275	1,182	1,179	0.1	%
Olaplex, Inc.(5)(6)(18)	First lien senior secured loan	L + 6.25%	1/8/2026	12,104	12,004	12,104	0.7	%
				109,359	107,779	108,546	6.5	%
Containers and packaging
Ascend Buyer, LLC (dba PPC Flexible Packaging)(5)(7)(18)	First lien senior secured loan	L + 5.75%	10/2/2028	50,206	49,718	49,703	3.0	%
Ascend Buyer, LLC (dba PPC Flexible Packaging)(5)(7)(13)(18)	First lien senior secured revolving loan	L + 5.75%	9/30/2027	851	802	799	—	%
Fortis Solutions Group, LLC(5)(7)(18)	First lien senior secured loan	L + 5.50%	10/13/2028	22,669	22,231	22,214	1.3	%
Fortis Solutions Group, LLC(5)(13)(14)(15)(18)	First lien senior secured delayed draw term loan	L + 5.50%	10/13/2023	—	(89)	(93)	—	%
Fortis Solutions Group, LLC(5)(13)(14)(18)	First lien senior secured revolving loan	L + 5.50%	10/15/2027	—	(61)	(64)	—	%
Pregis Topco LLC(5)(7)(18)	Second lien senior secured loan	L + 6.75%	8/1/2029	30,000	30,000	30,000	1.8	%
Pregis Topco LLC(5)(7)(18)	Second lien senior secured loan	L + 8.00%	8/1/2029	2,500	2,500	2,500	0.1	%
				106,226	105,101	105,059	6.2	%
Distribution
Individual Foodservice Holdings, LLC(5)(8)(18)	First lien senior secured loan	L + 6.25%	11/21/2025	41,052	40,551	40,845	2.4	%
Individual Foodservice Holdings, LLC(5)(8)(13)(15)(18)	First lien senior secured delayed draw term loan	L + 6.25%	6/30/2022	2,095	1,918	2,007	0.1	%
Individual Foodservice Holdings, LLC(5)(6)(13)(18)	First lien senior secured revolving loan	L + 6.25%	11/22/2024	111	83	99	—	%
				43,258	42,552	42,951	2.5	%
Education
Pluralsight, LLC(5)(8)(18)	First lien senior secured loan	L + 8.00%	4/6/2027	20,641	20,448	20,434	1.2	%

Owl Rock Capital Corporation III

Consolidated Schedule of Investments

as of December 31, 2021

(Amounts in thousands, except share amounts)


Company(1)(2)(23)	Investment	Interest	Maturity Date	Par / Units	Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
Pluralsight, LLC(5)(13)(14)(18)	First lien senior secured revolving loan	L + 8.00%	4/6/2027	—	(11)	(13)	—	%
				20,641	20,437	20,421	1.2	%
Financial services
AxiomSL Group, Inc.(5)(7)(18)	First lien senior secured loan	L + 6.00%	12/3/2027	45,989	45,489	45,643	2.7	%
AxiomSL Group, Inc.(5)(13)(14)(15)(18)	First lien senior secured delayed draw term loan	L + 6.00%	7/21/2023	—	(9)	—	—	%
AxiomSL Group, Inc.(5)(13)(14)(18)	First lien senior secured revolving loan	L + 6.00%	12/3/2025	—	(42)	(30)	—	%
Hg Genesis 8 Sumoco Limited(5)(10)(16)(18)	Unsecured facility	S + 7.50% PIK	8/28/2025	20,204	19,732	20,204	1.2	%
Hg Saturn LuchaCo Limited(5)(10)(16)(18)	Unsecured facility	S + 7.50% PIK	3/30/2026	25,363	25,676	25,110	1.5	%
Muine Gall, LLC(5)(8)(16)(18)(24)	First lien senior secured loan	L + 7.00% PIK	9/20/2024	81,667	81,780	81,667	4.9	%
NMI Acquisitionco, Inc. (dba Network Merchants)(5)(6)(18)	First lien senior secured loan	L + 5.75%	9/8/2025	8,559	8,478	8,505	0.5	%
NMI Acquisitionco, Inc. (dba Network Merchants)(5)(6)(13)(15)(18)	First lien senior secured delayed draw term loan	L + 5.75%	10/2/2023	1,680	1,646	1,669	0.1	%
NMI Acquisitionco, Inc. (dba Network Merchants)(5)(13)(14)(18)	First lien senior secured revolving loan	L + 5.75%	9/8/2025	—	(8)	(4)	—	%
				183,462	182,742	182,764	10.9	%
Food and beverage
Balrog Acquisition, Inc. (dba BakeMark)(5)(8)(18)	Second lien senior secured loan	L + 7.00%	9/3/2029	6,000	5,951	5,950	0.4	%
BP Veraison Buyer, LLC (dba Sun World)(5)(7)(18)	First lien senior secured loan	L + 5.75%	5/12/2027	35,497	35,095	35,142	2.1	%
BP Veraison Buyer, LLC (dba Sun World)(5)(13)(14)(15)(18)	First lien senior secured delayed draw term loan	L + 5.75%	5/12/2023	—	(17)	—	—	%
BP Veraison Buyer, LLC (dba Sun World)(5)(13)(14)(18)	First lien senior secured revolving loan	L + 5.75%	5/12/2027	—	(50)	(45)	—	%
Nutraceutical International Corporation(5)(6)(18)	First lien senior secured loan	L + 7.00%	9/30/2026	11,471	11,329	11,240	0.7	%

Owl Rock Capital Corporation III

Consolidated Schedule of Investments

as of December 31, 2021

(Amounts in thousands, except share amounts)


Company(1)(2)(23)	Investment	Interest	Maturity Date	Par / Units	Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
Nutraceutical International Corporation(5)(6)(18)	First lien senior secured revolving loan	L + 7.00%	9/30/2025	735	727	721	—	%
Shearer's Foods, LLC(5)(6)(18)	Second lien senior secured loan	L + 7.75%	9/22/2028	30,000	29,735	30,000	1.8	%
Ultimate Baked Goods Midco, LLC(5)(6)(18)	First lien senior secured loan	L + 6.25%	8/13/2027	16,500	16,109	16,088	1.0	%
Ultimate Baked Goods Midco, LLC(5)(8)(13)(18)	First lien senior secured revolving loan	L + 6.25%	8/13/2027	1,050	1,003	1,000	0.1	%
				101,253	99,882	100,096	6.1	%
Healthcare equipment and services
Medline Borrower, LP(5)(13)(14)(18)	First lien senior secured revolving loan	L + 3.25%	10/21/2026	—	(40)	(42)	—	%
Packaging Coordinators Midco, Inc.(5)(7)(18)	Second lien senior secured loan	L + 7.00%	11/30/2028	54,269	53,046	53,184	3.2	%
Patriot Acquisition TopCo S.A.R.L (dba Corza Health, Inc.)(5)(7)(18)	First lien senior secured loan	L + 6.75%	1/31/2028	38,382	37,796	37,901	2.3	%
Patriot Acquisition TopCo S.A.R.L (dba Corza Health, Inc.)(5)(13)(14)(18)	First lien senior secured revolving loan	L + 6.75%	1/29/2026	—	(45)	(33)	—	%
				92,651	90,757	91,010	5.5	%
Healthcare providers and services
Ex Vivo Parent Inc. (dba OB Hospitalist)(5)(7)(18)	First lien senior secured loan	L + 9.50% PIK	9/27/2028	26,145	25,636	25,622	1.5	%
National Dentex Labs LLC (fka Barracuda Dental LLC)(5)(7)(18)	First lien senior secured loan	L + 7.00%	10/27/2025	11,787	11,622	11,699	0.7	%
National Dentex Labs LLC (fka Barracuda Dental LLC)(5)(7)(13)(15)(18)	First lien senior secured delayed draw term loan	L + 7.00%	3/31/2022	5,930	5,861	5,886	0.4	%
National Dentex Labs LLC (fka Barracuda Dental LLC)(5)(7)(13)(18)	First lien senior secured revolving loan	L + 7.00%	10/27/2025	507	476	496	—	%
OB Hospitalist Group, Inc.(5)(7)(18)	First lien senior secured loan	L + 5.50%	9/27/2027	52,849	51,831	51,792	3.1	%
OB Hospitalist Group, Inc.(5)(6)(13)(18)	First lien senior secured revolving loan	L + 5.50%	9/27/2027	731	600	594	—	%
Phoenix Newco, Inc. (dba Parexel)(5)(6)(18)	Second lien senior secured loan	L + 6.50%	11/15/2029	85,000	84,160	84,150	5.0	%
Quva Pharma, Inc.(5)(8)(18)	First lien senior secured loan	L + 5.50%	4/12/2028	11,789	11,464	11,464	0.7	%

Owl Rock Capital Corporation III

Consolidated Schedule of Investments

as of December 31, 2021

(Amounts in thousands, except share amounts)


Company(1)(2)(23)	Investment	Interest	Maturity Date	Par / Units	Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
Quva Pharma, Inc.(5)(13)(14)(18)	First lien senior secured revolving loan	L + 5.50%	4/10/2026	—	(30)	(33)	—	%
Refresh Parent Holdings, Inc.(5)(7)(18)	First lien senior secured loan	L + 6.50%	12/9/2026	14,829	14,639	14,717	0.9	%
Refresh Parent Holdings, Inc.(5)(7)(13)(15)(18)	First lien senior secured delayed draw term loan	L + 6.50%	6/9/2022	4,744	4,681	4,707	0.3	%
Refresh Parent Holdings, Inc.(5)(7)(13)(18)	First lien senior secured revolving loan	L + 6.50%	12/9/2026	647	624	633	—	%
				214,958	211,564	211,727	12.6	%
Healthcare technology
BCPE Osprey Buyer, Inc. (dba PartsSource)(5)(8)(18)	First lien senior secured loan	L + 5.75%	8/23/2028	54,310	53,480	53,441	3.2	%
BCPE Osprey Buyer, Inc. (dba PartsSource)(5)(13)(14)(15)(18)	First lien senior secured delayed draw term loan	L + 5.75%	8/23/2023	—	(71)	(63)	—	%
BCPE Osprey Buyer, Inc. (dba PartsSource)(5)(13)(14)(18)	First lien senior secured revolving loan	L + 5.75%	8/21/2026	—	(90)	(90)	—	%
Datix Bidco Limited (dba RLDatix)(5)(11)(16)(18)	First lien senior secured loan	G + 4.50%	4/27/2025	432	430	424	—	%
Datix Bidco Limited (dba RLDatix)(5)(11)(16)(18)	Second lien senior secured loan	G + 7.75%	4/27/2026	2,257	2,248	2,218	0.1	%
GI Ranger Intermediate, LLC (dba Rectangle Health)(5)(7)(18)	First lien senior secured loan	L + 6.00%	10/30/2028	18,238	17,881	17,873	1.1	%
GI Ranger Intermediate, LLC (dba Rectangle Health)(5)(13)(14)(15)(18)	First lien senior secured delayed draw term loan	L + 6.00%	10/30/2023	—	(27)	(28)	—	%
GI Ranger Intermediate, LLC (dba Rectangle Health)(5)(13)(14)(18)	First lien senior secured revolving loan	L + 6.00%	10/29/2027	—	(32)	(33)	—	%
Inovalon Holdings, Inc.(5)(7)(18)	First lien senior secured loan	L + 5.75%	11/24/2028	50,531	49,283	49,268	3.0	%
Inovalon Holdings, Inc.(5)(13)(14)(15)(18)	First lien senior secured delayed draw term loan	L + 5.75%	5/24/2024	—	(66)	(67)	—	%
Inovalon Holdings, Inc.(5)(7)(18)	Second lien senior secured loan	L + 10.50% PIK	11/24/2033	24,071	23,591	23,589	1.4	%
Intelerad Medical Systems Incorporated(5)(7)(16)(18)	First lien senior secured loan	L + 6.25%	8/21/2026	42,802	42,286	42,695	2.6	%

Owl Rock Capital Corporation III

Consolidated Schedule of Investments

as of December 31, 2021

(Amounts in thousands, except share amounts)


Company(1)(2)(23)	Investment	Interest	Maturity Date	Par / Units	Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
Intelerad Medical Systems Incorporated(5)(7)(13)(16)(18)	First lien senior secured revolving loan	L + 6.25%	8/21/2026	1,104	1,104	1,099	0.1	%
RL Datix Holdings (USA), Inc.(5)(8)(16)(18)	First lien senior secured loan	L + 4.50%	4/28/2025	5,000	4,902	4,913	0.3	%
RL Datix Holdings (USA), Inc.(5)(8)(16)(18)	Second lien senior secured loan	L + 7.75%	4/27/2026	5,000	4,897	4,913	0.3	%
				203,745	199,816	200,152	12.1	%
Household products
Walker Edison Furniture Company LLC(5)(7)(18)	First lien senior secured loan	L + 8.75% (incl. 3.00% PIK)	3/31/2027	24,985	24,985	23,736	1.4	%
				24,985	24,985	23,736	1.4	%
Human resource support services
Cornerstone OnDemand, Inc.(5)(8)(18)	Second lien senior secured loan	L + 6.50%	10/15/2029	44,583	43,927	43,915	2.6	%
IG Investments Holdings, LLC (dba Insight Global)(5)(7)(18)	First lien senior secured loan	L + 6.00%	9/22/2028	69,407	68,066	68,192	4.1	%
IG Investments Holdings, LLC (dba Insight Global)(5)(6)(13)(18)	First lien senior secured revolving loan	L + 6.00%	9/22/2027	2,710	2,606	2,615	0.2	%
				116,700	114,599	114,722	6.9	%
Insurance
Alera Group, Inc.(5)(6)(18)	First lien senior secured loan	L + 5.50%	10/2/2028	69,915	68,389	68,342	4.1	%
Alera Group, Inc.(5)(6)(13)(15)(18)	First lien senior secured delayed draw term loan	L + 5.50%	10/2/2023	19,210	18,780	18,769	1.1	%
Ardonagh Midco 2 Plc(16)(18)(22)	Unsecured notes	12.75% PIK	1/15/2027	226	225	250	—	%
Ardonagh Midco 3 Plc(5)(10)(16)(18)	First lien senior secured loan	S + 6.75%	7/14/2026	2,524	2,294	2,524	0.2	%
Ardonagh Midco 3 Plc(5)(12)(16)(18)	First lien senior secured loan	E + 6.75%	7/14/2026	223	215	224	—	%
Ardonagh Midco 3 Plc(5)(7)(16)(18)	First lien senior secured loan	L + 5.50%	7/14/2026	576	565	576	—	%
Ardonagh Midco 3 Plc(5)(13)(15)(16)(18)	First lien senior secured delayed draw term loan	S + 6.00%	8/19/2023	—	—	—	—	%
Asurion, LLC(5)(6)(17)(18)	Second lien senior secured loan	L + 5.25%	1/31/2028	5,000	5,000	5,013	0.3	%
Asurion, LLC(5)(6)(17)(18)	Second lien senior secured loan	L + 5.25%	1/22/2029	15,000	14,857	14,928	0.9	%
Brightway Holdings, LLC(5)(7)(18)	First lien senior secured loan	L + 6.50%	12/16/2027	17,895	17,672	17,671	1.1	%

Owl Rock Capital Corporation III

Consolidated Schedule of Investments

as of December 31, 2021

(Amounts in thousands, except share amounts)


Company(1)(2)(23)	Investment	Interest	Maturity Date	Par / Units	Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
Brightway Holdings, LLC(5)(13)(14)(18)	First lien senior secured revolving loan	L + 6.50%	12/16/2027	—	(26)	(26)	—	%
Evolution BuyerCo, Inc. (dba SIAA)(5)(7)(18)	First lien senior secured loan	L + 6.25%	4/28/2028	29,804	29,409	29,431	1.8	%
Evolution BuyerCo, Inc. (dbaSIAA)(5)(13)(14)(18)	First lien senior secured revolving loan	L + 6.25%	4/30/2027	—	(28)	(28)	—	%
KUSRP Intermediate, Inc. (dba U.S. Retirement and Benefits Partners)(5)(7)(18)	First lien senior secured loan	L + 9.50% PIK	7/24/2028	12,348	12,113	12,101	0.7	%
Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services)(5)(8)(18)	First lien senior secured loan	L + 6.00%	11/1/2028	27,311	27,044	27,038	1.6	%
Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services)(5)(8)(13)(15)(18)	First lien senior secured delayed draw term loan	L + 6.00%	5/1/2023	4,822	4,774	4,774	0.3	%
Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services)(5)(13)(14)(18)	First lien senior secured revolving loan	L + 6.00%	11/1/2027	—	(15)	(16)	—	%
PCF Midco II, LLC (dba PCF Insurance Services)(18)(22)	First lien senior secured loan	9.00% PIK	10/31/2031	32,133	29,111	29,081	1.7	%
TEMPO BUYER CORP. (dba Global Claims Services)(5)(7)(18)	First lien senior secured loan	L + 5.50%	8/28/2028	36,524	35,823	35,793	2.1	%
TEMPO BUYER CORP. (dba Global Claims Services)(5)(13)(14)(15)(18)	First lien senior secured delayed draw term loan	L + 5.50%	8/26/2023	—	(98)	(103)	—	%
TEMPO BUYER CORP. (dba Global Claims Services)(5)(13)(14)(18)	First lien senior secured revolving loan	L + 5.50%	8/26/2027	—	(97)	(103)	—	%
USRP Holdings, Inc. (dba U.S. Retirement and Benefits Partners)(5)(7)(18)	First lien senior secured loan	L + 5.50%	7/23/2027	15,055	14,771	14,754	0.9	%
USRP Holdings, Inc. (dba U.S. Retirement and Benefits Partners)(5)(7)(13)(14)(18)	First lien senior secured revolving loan	L + 5.50%	7/23/2027	18	(2)	(4)	—	%
				288,584	280,776	280,989	16.8	%
Internet software and services
Bayshore Intermediate #2, L.P. (dba Boomi)(5)(7)(18)	First lien senior secured loan	L + 7.75% PIK	10/2/2028	19,121	18,702	18,690	1.1	%

Owl Rock Capital Corporation III

Consolidated Schedule of Investments

as of December 31, 2021

(Amounts in thousands, except share amounts)


Company(1)(2)(23)	Investment	Interest	Maturity Date	Par / Units	Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
Bayshore Intermediate #2, L.P. (dba Boomi)(5)(13)(14)(18)	First lien senior secured revolving loan	L + 6.75%	10/1/2027	—	(34)	(36)	—	%
BCPE Nucleon (DE) SPV, LP(5)(8)(18)	First lien senior secured loan	L + 7.00%	9/24/2026	40,000	39,489	39,800	2.4	%
BCTO BSI Buyer, Inc. (dba Buildertrend)(5)(7)(18)	First lien senior secured loan	L + 7.00%	12/23/2026	8,482	8,409	8,440	0.5	%
BCTO BSI Buyer, Inc. (dba Buildertrend)(5)(7)(13)(18)	First lien senior secured revolving loan	L + 7.00%	12/23/2026	573	565	568	—	%
CivicPlus, LLC(5)(7)(18)	First lien senior secured loan	L + 6.00%	8/24/2027	9,387	9,297	9,293	0.6	%
CivicPlus, LLC(5)(13)(15)(18)	First lien senior secured delayed draw term loan	L + 6.00%	8/24/2023	—	—	—	—	%
CivicPlus, LLC(5)(13)(14)(18)	First lien senior secured revolving loan	L + 6.00%	8/24/2027	—	(8)	(9)	—	%
EET Buyer, Inc. (dba e-Emphasys)(5)(7)(18)	First lien senior secured loan	L + 5.75%	11/8/2027	19,545	19,355	19,350	1.2	%
EET Buyer, Inc. (dba e-Emphasys)(5)(13)(14)(18)	First lien senior secured revolving loan	L + 5.75%	11/8/2027	—	(19)	(20)	—	%
Forescout Technologies, Inc.(5)(7)(18)	First lien senior secured loan	L + 9.50% (incl. 9.50% PIK)	8/17/2026	23,458	23,161	23,458	1.4	%
Forescout Technologies, Inc.(5)(13)(14)(18)	First lien senior secured revolving loan	L + 8.50%	8/18/2025	—	(29)	—	—	%
GovBrands Intermediate, Inc.(5)(7)(18)	First lien senior secured loan	L + 5.50%	8/4/2027	8,346	8,149	8,137	0.5	%
GovBrands Intermediate, Inc.(5)(6)(13)(15)(18)	First lien senior secured delayed draw term loan	L + 5.50%	8/4/2023	1,883	1,827	1,825	0.1	%
GovBrands Intermediate, Inc.(5)(13)(14)(18)	First lien senior secured revolving loan	L + 5.50%	8/4/2027	—	(21)	(22)	—	%
Granicus, Inc.(5)(7)(18)	First lien senior secured loan	L + 6.50%	1/29/2027	13,495	13,212	13,259	0.8	%
Granicus, Inc.(5)(7)(13)(15)(18)	First lien senior secured delayed draw term loan	L + 6.00%	4/23/2023	1,535	1,498	1,501	0.1	%
Granicus, Inc.(5)(13)(14)(18)	First lien senior secured revolving loan	L + 6.50%	1/29/2027	—	(24)	(21)	—	%
GS Acquisitionco, Inc. (dba insightsoftware)(5)(7)(18)	First lien senior secured loan	L + 5.75%	5/25/2026	5,805	5,777	5,776	0.3	%

Owl Rock Capital Corporation III

Consolidated Schedule of Investments

as of December 31, 2021

(Amounts in thousands, except share amounts)


Company(1)(2)(23)	Investment	Interest	Maturity Date	Par / Units	Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
GS Acquisitionco, Inc. (dba insightsoftware)(5)(13)(14)(15)(18)	First lien senior secured delayed draw term loan	L + 5.75%	11/2/2022	—	(12)	(13)	—	%
Hyland Software, Inc.(5)(6)(18)	Second lien senior secured loan	L + 6.25%	7/7/2025	6,000	5,998	6,038	0.4	%
MessageBird BidCo B.V.(5)(7)(16)(18)	First lien senior secured loan	L + 6.75%	5/5/2027	16,000	15,677	15,680	0.9	%
Ministry Brands Holdings, LLC. (5)(7)(18)	First lien senior secured loan	L + 5.50%	12/29/2028	10,505	10,295	10,295	0.6	%
Ministry Brands Holdings, LLC. (5)(13)(14)(15)(18)	First lien senior secured delayed draw term loan	L + 5.50%	12/29/2023	—	(34)	(34)	—	%
Ministry Brands Holdings, LLC. (5)(13)(14)(18)	First lien senior secured revolving loan	L + 5.50%	12/30/2027	—	(20)	(20)	—	%
Proofpoint, Inc.(5)(7)(18)	Second lien senior secured loan	L + 6.25%	8/31/2029	7,500	7,464	7,463	0.4	%
QAD Inc.(5)(7)(18)	First lien senior secured loan	L + 6.00%	11/5/2027	46,500	45,590	45,570	2.7	%
QAD Inc.(5)(13)(14)(18)	First lien senior secured revolving loan	L + 6.00%	11/5/2027	—	(117)	(120)	—	%
Tahoe Finco, LLC(5)(7)(16)(18)	First lien senior secured loan	L + 6.00%	9/29/2028	83,721	82,907	82,716	5.0	%
Tahoe Finco, LLC(5)(13)(14)(16)(18)	First lien senior secured revolving loan	L + 6.00%	10/1/2027	—	(60)	(75)	—	%
Thunder Purchaser, Inc. (dba Vector Solutions)(5)(8)(18)	First lien senior secured loan	L + 5.75%	6/30/2028	29,163	28,890	28,945	1.7	%
Thunder Purchaser, Inc. (dba Vector Solutions)(5)(7)(18)	First lien senior secured loan	L + 5.75%	6/30/2028	7,025	6,958	6,972	0.4	%
Thunder Purchaser, Inc. (dba Vector Solutions)(5)(13)(15)(18)	First lien senior secured delayed draw term loan	L + 5.75%	8/17/2023	—	—	—	—	%
Thunder Purchaser, Inc. (dba Vector Solutions)(5)(13)(14)(18)	First lien senior secured revolving loan	L + 5.75%	6/30/2027	—	(20)	(16)	—	%
When I Work, Inc.(5)(7)(18)	First lien senior secured loan	L + 6.00%	11/2/2027	22,206	21,988	21,982	1.3	%
When I Work, Inc.(5)(13)(14)(18)	First lien senior secured revolving loan	L + 6.00%	11/2/2027	—	(40)	(42)	—	%
				380,250	374,770	375,330	22.4	%
Leisure and entertainment
Troon Golf, L.L.C.(5)(7)(18)	First lien senior secured loan	L + 6.00%	8/5/2027	70,769	70,434	70,415	4.2	%
Troon Golf, L.L.C.(5)(13)(14)(18)	First lien senior secured revolving loan	L + 6.00%	8/5/2026	—	(25)	(27)	—	%

Owl Rock Capital Corporation III

Consolidated Schedule of Investments

as of December 31, 2021

(Amounts in thousands, except share amounts)


Company(1)(2)(23)	Investment	Interest	Maturity Date	Par / Units	Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
				70,769	70,409	70,388	4.2	%
Manufacturing
Gloves Buyer, Inc. (dba Protective Industrial Products)(5)(6)(18)	Second lien senior secured loan	L + 8.25%	12/29/2028	6,300	6,156	6,221	0.4	%
MHE Intermediate Holdings, LLC(5)(7)(18)	First lien senior secured loan	L + 5.75%	7/21/2027	40,969	40,584	40,558	2.4	%
MHE Intermediate Holdings, LLC (dba OnPoint Group)(5)(7)(13)(15)(18)	First lien senior secured delayed draw term loan	L + 5.75%	7/21/2023	3,085	3,055	3,054	0.2	%
MHE Intermediate Holdings, LLC (dba OnPoint Group)(5)(13)(14)(18)	First lien senior secured revolving loan	L + 5.75%	7/21/2027	—	(33)	(36)	—	%
Sonny's Enterprises LLC(5)(6)(18)	First lien senior secured loan	L + 6.75%	8/5/2026	49,457	48,695	49,457	3.0	%
Sonny's Enterprises LLC(5)(6)(13)(18)	First lien senior secured revolving loan	L + 6.75%	8/5/2025	563	507	563	—	%
				100,374	98,964	99,817	6.0	%
Professional services
Apex Group Treasury LLC(5)(7)(16)(18)	Second lien senior secured loan	L + 6.75%	7/27/2029	5,000	4,952	4,950	0.3	%
Apex Group Treasury LLC(5)(13)(15)(16)(18)	Second lien senior secured delayed draw term loan	L + 6.75%	6/30/2022	—	—	—	—	%
Guidehouse Inc.(5)(6)(18)	First lien senior secured loan	L + 5.50%	10/16/2028	44,465	44,032	44,020	2.6	%
Guidehouse Inc.(5)(13)(18)	First lien senior secured revolving loan	L + 5.50%	10/15/2027	—	—	(34)	—	%
Relativity ODA LLC(5)(6)(18)	First lien senior secured loan	L + 7.50% PIK	5/12/2027	15,590	15,387	15,396	0.9	%
Relativity ODA LLC(5)(13)(14)(18)	First lien senior secured revolving loan	L + 6.50%	5/12/2027	—	(20)	(18)	—	%
				65,055	64,351	64,314	3.8	%
Specialty retail
Milan Laser Holdings LLC(5)(7)(18)	First lien senior secured loan	L + 5.00%	4/27/2027	41,263	40,891	40,954	2.5	%
Milan Laser Holdings LLC(5)(13)(14)(18)	First lien senior secured revolving loan	L + 5.00%	4/27/2026	—	(30)	(26)	—	%
Notorious Topco, LLC (dba Beauty Industry Group)(5)(7)(18)	First lien senior secured loan	L + 6.50%	11/23/2027	60,915	60,015	60,002	3.6	%

Owl Rock Capital Corporation III

Consolidated Schedule of Investments

as of December 31, 2021

(Amounts in thousands, except share amounts)


Company(1)(2)(23)	Investment	Interest	Maturity Date	Par / Units	Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
Notorious Topco, LLC (dba Beauty Industry Group)(5)(13)(14)(15)(18)	First lien senior secured delayed draw term loan	L + 6.50%	11/23/2023	—	(54)	(22)	—	%
Notorious Topco, LLC (dba Beauty Industry Group)(5)(7)(13)(18)	First lien senior secured revolving loan	L + 6.50%	5/24/2027	880	803	801	—	%
The Shade Store, LLC(5)(7)(18)	First lien senior secured loan	L + 6.00%	10/13/2027	59,091	58,375	58,352	3.5	%
The Shade Store, LLC(5)(13)(14)(18)	First lien senior secured revolving loan	L + 6.00%	10/13/2026	—	(71)	(74)	—	%
				162,149	159,929	159,987	9.6	%
Telecommunications
Park Place Technologies, LLC(5)(6)(17)(18)	First lien senior secured loan	L + 5.00%	11/10/2027	7,444	7,185	7,416	0.4	%
				7,444	7,185	7,416	0.4	%
Transportation
Motus Group, LLC(5)(7)(18)	Second lien senior secured loan	L + 6.50%	12/10/2029	10,000	9,901	9,900	0.6	%
				10,000	9,901	9,900	0.6	%
Total non-controlled/non-affiliated portfolio company debt investments				2,778,396	2,735,495	2,740,151	164.0	%
Equity Investments
Automotive
CD&R Value Building Partners I, L.P. (dba Belron)(16)(18)(20)(21)	LP Interest	N/A	N/A	33,000	33,065	33,000	2.0	%
Metis HoldCo, Inc. (dba Mavis Tire Express Services)(18)(20)	Series A Convertible Preferred Stock	7.00% PIK	N/A	32,308	32,783	33,645	2.0	%
					65,848	66,645	4.0	%
Buildings and real estate
Skyline Holdco B, Inc. (dba Dodge Data & Analytics)(18)(20)(21)	Series A Preferred Stock	N/A	N/A	431,889	648	715	—	%
					648	715	—	%
Business services
Denali Holding, LP (dba Summit Companies)(18)(20)(21)	Class A Units	N/A	N/A	380,658	3,807	3,807	0.2	%
Hercules Buyer LLC (dba The Vincit Group)(18)(19)(20)(21)	Common Units	N/A	N/A	452	450	452	—	%

Owl Rock Capital Corporation III

Consolidated Schedule of Investments

as of December 31, 2021

(Amounts in thousands, except share amounts)


Company(1)(2)(23)	Investment	Interest	Maturity Date	Par / Units	Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
					4,257	4,259	0.2	%
Consumer products
ASP Conair Holdings LP(18)(20)(21)	Class A Units	N/A	N/A	12,857	1,286	1,286	0.1	%
					1,286	1,286	0.1	%
Healthcare equipment and services
KPCI Holdings, LP(18)(20)(21)	LP Interest	N/A	N/A	6,701	6,701	7,749	0.5	%
Patriot Holdings SCSp (dba Corza Health, Inc.)(18)(20)	Class A Units	8.00% PIK	N/A	1,653	1,759	1,759	0.1	%
Patriot Holdings SCSp (dba Corza Health, Inc.)(18)(20)(21)	Class B Units	N/A	N/A	22,767	44	258	—	%
					8,504	9,766	0.6	%
Healthcare providers and services
KOBHG Holdings, L.P. (dba OB Hospitalist)(18)(20)(21)	LP Interest	N/A	N/A	3,017	3,017	3,017	0.2	%
Restore OMH Intermediate Holdings, Inc.(18)(20)	Senior Preferred Stock	13.00% PIK	N/A	381	4,261	4,251	0.3	%
					7,278	7,268	0.5	%
Human resource support services
Sunshine Software Holdings, Inc. (dba Cornerstone OnDemand)(18)(20)	Series A Preferred Stock	10.50% PIK	N/A	12,750	12,717	12,710	0.8	%
					12,717	12,710	0.8	%
Insurance
Evolution Parent, LP (dba SIAA)(18)(20)(21)	LP Interest	N/A	N/A	8,919	892	892	0.1	%
GrowthCurve Capital Sunrise Co-Invest LP (dba Brightway)(18)(20)(21)	LP Interest	N/A	N/A	421	422	421	—	%
PCF Holdco, LLC (dba PCF Insurance Services)(18)(20)(21)	Class A Units	N/A	N/A	2,757,106	6,992	6,992	0.4	%
PCF Holdco, LLC (dba PCF Insurance Services)(18)(20)(21)	Class A Warrants	N/A	N/A	1,013,666	2,571	2,571	0.2	%
					10,877	10,876	0.7	%
Internet software and services

Owl Rock Capital Corporation III

Consolidated Schedule of Investments

as of December 31, 2021

(Amounts in thousands, except share amounts)


Company(1)(2)(23)	Investment	Interest	Maturity Date	Par / Units	Amortized Cost(3)(4)		Fair Value		Percentage of Net Assets
BCTO WIW Holdings, Inc. (dba When I Work)(18)(20)(21)	Class A Common Stock	N/A	N/A	57,000	5,700		5,700		0.3	%
Brooklyn Lender Co-Invest 2, L.P. (dba Boomi)(18)(20)(21)	Common Units	N/A	N/A	1,729,439	1,729		1,729		0.1	%
Thunder Topco L.P. (dba Vector Solutions)(18)(20)(21)	Common Units	N/A	N/A	2,138,653	2,139		2,524		0.2	%
MessageBird Holding B.V.(16)(18)(20)(21)	Extended Series C Warrants	N/A	N/A	25,540	157		157		—	%
WMC Bidco, Inc. (dba West Monroe)(18)(20)	Senior Preferred Stock	11.25% PIK	N/A	33,385	32,494		32,467		1.9	%
					42,219		42,577		2.5	%
Manufacturing
Gloves Holdings, LP (dba Protective Industrial Products)(18)(20)(21)	LP Interest	N/A	N/A	700	700		784		—	%
					700		784		—	%
Total non-controlled/non-affiliated portfolio company equity investments					154,334		156,886		9.4	%
Total Investments					$	2,889,829	$	2,897,037	173.4	%

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

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

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

(4)As of December 31, 2021, the net estimated unrealized gain for U.S. federal income tax purposes was $9.4 million based on a tax cost basis of $2.9 billion. As of December 31, 2021, the estimated aggregate gross unrealized loss for U.S. federal income tax purposes was $1.0 million and the estimated aggregate gross unrealized gain for U.S. federal income tax purposes was $10.4 million.

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

(6)The interest rate on these loans is subject to 1 month LIBOR, which as of December 31, 2021 was 0.10%.

(7)The interest rate on these loans is subject to 3 month LIBOR, which as of December 31, 2021 was 0.21%.

(8)The interest rate on these loans is subject to 6 month LIBOR, which as of December 31, 2021 was 0.34%.

(9)The interest rate on these loans is subject to Prime, which as of December 31, 2021 was 3.25%.

(10)The interest rate on these loans is subject to SONIA, which as of December 31, 2021 was 0.19%.

(11)The interest rate on these loans is subject to 6 month GBPLIBOR, which as of December 31, 2021 was 0.47%.

(12)The interest rate on this loan is subject to 6 month EURIBOR, which as of December 31, 2021 was (0.55)%.

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

Owl Rock Capital Corporation III

Consolidated Schedule of Investments

as of December 31, 2021

(Amounts in thousands, except share amounts)

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

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

(16)This portfolio company is not a qualifying asset under Section 55(a) of the Investment Company Act of 1940, as amended (the "1940 Act"). Under the 1940 Act, the Company may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of total assets. As of December 31, 2021, non-qualifying assets represented 10.9% of total assets as calculated in accordance with the regulatory requirements.

(17)Level 2 investment.

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

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

(20)Security acquired in transaction exempt from registration under the Securities Act of 1933, as amended (the "Securities Act") and may be deemed to be “restricted securities” under the Securities Act. As of December 31, 2021, the aggregate fair value of these securities is $156.9 million or 9.4% of the Company’s net assets. The acquisition dates of the restricted securities are as follows:

Owl Rock Capital Corporation III

Consolidated Schedule of Investments

as of December 31, 2021

(Amounts in thousands, except share amounts)

~~(1)~~

Portfolio Company

Investment

Acquisition Date

ASP Conair Holdings LP

Class A Units

May 17, 2021

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

Class A Common Stock

November 2, 2021

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 17, 2021

Denali Holding, LP (dba Summit Companies)

Class A Units

September 15, 2021

Evolution Parent, LP (dba SIAA)

LP Interest

April 30, 2021

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 ~~Company was initially capitalized on~~ Vincit Group)

Common Units

December 15, 2020

KOBHG Holdings, L.P. (dba OB Hospitalist)

LP Interest

September 27, 2021

KPCI Holdings, LP

LP Interest

November 30, 2020

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

Patriot Holdings SCSp (dba Corza Health, Inc.)

Class A Units

January 29, 2021

Patriot Holdings SCSp (dba Corza Health, Inc.)

Class B Units

January 29, 2021

PCF Holdco, LLC (dba PCF Insurance Services)

Class A Units

November 1, 2021

PCF Holdco, LLC (dba PCF Insurance Services)

Class A Warrants

November 1, 2021

Restore OMH Intermediate Holdings, Inc.

Senior Preferred Stock

December 9, 2020

Skyline Holdco B, Inc. (dba Dodge Data & Analytics)

Series A Preferred Stock

April 14, 2021

Sunshine Software Holdings, Inc. (dba Cornerstone OnDemand)

Series A Preferred Stock

October 15, 2021

Thunder Topco L.P. (dba Vector Solutions)

Common Units

June ~~4, 2020 and commenced operations on June 5, 2020.~~

30, 2021

WMC Bidco, Inc. (dba West Monroe)

Senior Preferred Stock

November 9, 2021

(21)Investment is non-income producing.

(22)Loan contains a fixed-rate structure.

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

(24)Investment is not pledged as collateral for the credit facilities.

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

Owl Rock Capital Corporation III

Consolidated Statements of ~~Cash Flows~~

Changes in Net Assets

(Amounts in thousands)

(Unaudited)

Six Months Ended June 30,

2021

2020⁽¹⁾

Cash Flows from Operating Activities

Net Increase (Decrease) in Net Assets Resulting from Operations

$
21,610

$
(928
)

Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash used in operating activities:

Purchases of investments, net

(488,743
)

(6,456
)

Proceeds from investments and investment repayments, net

51,085

—

Net amortization of discount on investments

(1,418
)

—

Payment-in-kind interest

(1,912
)

—

Payment-in-kind dividends

(682
)

—

Net change in unrealized (gain) loss on investments

(4,365
)

(109
)

Net change in unrealized (gain) loss on translation of assets and liabilities in foreign currencies

233

(6
)

Net realized (gain) loss on investments

(246
)

—

Amortization of debt issuance costs

763

—

Amortization of offering costs

246

15

Changes in operating assets and liabilities:

(Increase) decrease in interest receivable

(3,604
)

—

(Increase) decrease in prepaid expenses and other assets

(240
)

(152
)

Increase (decrease) in management fee payable

568

—

Increase (decrease) in payables to affiliates

56

649

Increase (decrease) in payables for investments purchased

—

6,474

Increase (decrease) in accrued expenses and other liabilities

240

463

Net cash used in operating activities

(426,409
)

(50
)

Cash Flows from Financing Activities

Borrowings on debt

547,928

—

Payments on debt

(309,000
)

—

Debt issuance costs

(869
)

—

Proceeds from issuance of common shares

154,711

8,230

Offering costs paid

(43
)

(204
)

Cash distributions paid to shareholders

(6,901
)

—

Net cash provided by financing activities

385,826

8,026

Net increase (decrease) in cash

(40,583
)

7,976

Cash, beginning of period

82,612

—

Cash, end of period

$
42,029

$
7,976

Supplemental and Non-Cash Information

Interest expense paid

$
2,834

$
—

Distributions declared during the period

$
15,965

$
—

Reinvestment of distributions during the period

$
1,844

$
—

Distribution payable

$
9,318

$
—

Excise taxes paid

$
8

$
—

Subscriptions receivable

$
—

$
6,771

Subscriptions received in advance

$
1,302

$
—

~~(1)~~

~~The Company was initially capitalized on June 4, 2020 and commenced operations on June 5, 2020.~~


	Three Months Ended June 30,				For the Six Months Ended June 30,
	2022		2021		2022		2021
Increase (Decrease) in Net Assets Resulting from Operations
Net investment income (loss)	$	41,397	$	9,998	$	82,327	$	17,037
Net change in unrealized gain (loss)	(45,932)		2,569		(61,439)		4,132
Net realized gain (loss)	2		226		886		441
Net Increase (Decrease) in Net Assets Resulting from Operations	(4,533)		12,793		21,774		21,610
Distributions
Distributions declared from earnings	(35,424)		(9,318)		(72,214)		(15,965)
Net Decrease in Net Assets Resulting from Shareholders' Distributions	(35,424)		(9,318)		(72,214)		(15,965)
Capital Share Transactions
Issuance of common shares	118,180		150,000		118,180		150,000
Reinvestment of distributions	7,254		1,403		13,005		1,844
Net Increase in Net Assets Resulting from Capital Share Transactions	125,434		151,403		131,185		151,844
Total Increase (Decrease) in Net Assets	85,477		154,878		80,745		157,489
Net Assets, at beginning of period	1,663,566		289,065		1,668,298		286,454
Net Assets, at end of period	$	1,749,043	$	443,943	$	1,749,043	$	443,943

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

Owl Rock Capital Corporation III

Consolidated Statements of Cash Flows

(Amounts in thousands)

(Unaudited)


	Six Months Ended June 30,
	2022		2021
Cash Flows from Operating Activities
Net Increase (Decrease) in Net Assets Resulting from Operations	$	21,774	$	21,610
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash used in operating activities:
Purchases of investments, net	(260,537)		(488,743)
Proceeds from investments and investment repayments, net	98,676		51,085
Net amortization/accretion of premium/discount on investments	(3,980)		(1,418)
Payment-in-kind interest	(15,177)		(1,912)
Payment-in-kind dividends	(4,499)		(682)
Net change in unrealized (gain) loss on investments	61,347		(4,365)
Net change in unrealized (gain) loss on translation of assets and liabilities in foreign currencies	92		233
Net realized (gain) loss on investments	(875)		(246)
Amortization of debt issuance costs	1,758		763
Amortization of offering costs	30		246
Changes in operating assets and liabilities:
(Increase) decrease in interest receivable	7,020		(3,604)
(Increase) decrease in prepaid expenses and other assets	(4,166)		(240)
Increase (decrease) in management fee payable	914		568
Increase (decrease) in payables to affiliates	29		56
Increase (decrease) in accrued expenses and other liabilities	2,881		240
Net cash provided by (used in) operating activities	(94,713)		(426,409)
Cash Flows from Financing Activities
Borrowings on debt	311,000		547,928
Payments on debt	(250,000)		(309,000)
Debt issuance costs	(4,600)		(869)
Proceeds from issuance of common shares	117,717		154,711
Offering costs paid	(20)		(43)
Cash distributions paid to shareholders	(53,510)		(6,901)
Net cash provided by (used in) financing activities	120,587		385,826
Net increase (decrease) in cash	25,874		(40,583)
Cash, beginning of period	27,245		82,612
Cash, end of period	$	53,119	$	42,029

Supplemental and Non-Cash Information
Interest expense paid	$	16,481	$	2,834
Distributions declared during the period	$	72,214	$	15,965
Reinvestment of distributions during the period	$	13,005	$	1,844
Distribution payable	$	35,424	$	9,318
Excise taxes paid	$	228	$	8
Subscriptions receivable	$	463	$	—
Subscriptions received in advance	$	—	$	1,302

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

Owl Rock Capital Corporation III

Notes to Consolidated Financial Statements (Unaudited)

Note 1. Organization

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

The Company has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). In addition, for tax purposes, the Company ~~intends to elect to be~~is treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”).

Because the Company has elected to be regulated as a BDC and qualifies as a RIC under the Code, the Company’s portfolio is subject to diversification and other requirements.

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

Owl Rock Diversified Advisors LLC (the “Adviser”) serves as the Company’s investment adviser. The Adviser is registered with the Securities and Exchange Commission (“SEC”) as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), an indirect subsidiary of Blue Owl Capital Inc. (“Blue Owl”) (NYSE: OWL) and part of Owl Rock, a division of Blue Owl focused on direct lending. Blue Owl consists of three divisions: (1) Owl Rock, which focuses on direct lending, (2) Dyal, which focuses on providing capital to institutional alternative asset managers and (3) Oak Street, which focuses on real estate strategies. Subject to the overall supervision of the Company’s board of directors (the “Board”), the Adviser manages the day-to-day operations of, and provides investment advisory and management services to, the Company.

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

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

Owl Rock Capital Corporation III

Notes to Consolidated Financial Statements (Unaudited) - Continued

Note 2. Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Company is an investment company and, therefore, applies the specialized accounting and reporting guidance in Accounting Standards Codification (“ASC”) Topic 946, Financial Services – Investment Companies. In the opinion of management, all adjustments considered necessary for the fair presentation of the consolidated financial statements have been included. The Company was initially capitalized on June 4, 2020 and commenced operations on June 5, 2020 with the initial closing of its Private Offering. The Company’s fiscal year ends on December 31. ~~The three and six months ended June 30, 2020 as presented in the consolidated financial statements represent the period June 5, 2020 (commencement of operations) through June 30, 2020.~~

Use of Estimates

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

Cash

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

Investments at Fair Value

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

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

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

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

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

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

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

Owl Rock Capital Corporation III

Notes to Consolidated Financial Statements (Unaudited) - Continued

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

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

~~Owl Rock Capital Corporation III~~

~~Notes to Consolidated Financial Statements (Unaudited) - Continued~~

The Company conducts this valuation process on a quarterly basis.

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

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

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

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

Transfers between levels, if any, are recognized at the beginning of the ~~quarter~~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 Company evaluates the source of the inputs, including any markets in which its investments are trading (or any markets in which securities with similar attributes are trading), in determining fair value. When an investment is valued based on prices provided by reputable dealers or pricing services (such as broker quotes), the Company subjects those prices to various criteria in making the determination as to whether a particular investment would qualify for treatment as a Level 2 or Level 3 investment. For example, the Company, or the independent valuation firm(s), reviews pricing support provided by dealers or pricing services in order to determine if observable market information is being used, versus unobservable inputs. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Company’s investments may fluctuate from period to period. Additionally, the fair value of such investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values that may ultimately be realized. Further, such investments are generally less liquid than publicly traded securities and may be subject to contractual and other restrictions on resale. If the Company were required to liquidate a portfolio investment in a forced or liquidation sale, it could realize amounts that are different from the amounts presented and such differences could be material.

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

Rule 2a-5 under the 1940 Act was recently adopted by the SEC and establishes requirements for determining fair value in good faith for purposes of the 1940 Act. The Company intends to comply with the new rule’s requirements on or before the compliance date in September 2022.

Foreign Currency

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

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

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

Owl Rock Capital Corporation III

Notes to Consolidated Financial Statements (Unaudited) - Continued

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 ~~Subscription~~Revolving Credit Facility to fund these investments. Fluctuations arising from the translation of foreign currency borrowings are included with the net change in unrealized gains (losses) on translation of assets and liabilities in foreign currencies on the Consolidated Statements of Operations.

~~Owl Rock Capital Corporation III~~

~~Notes to Consolidated Financial Statements (Unaudited) - Continued~~

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

Interest and Dividend Income Recognition

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

Loans are generally placed on non-accrual status when there is reasonable doubt that principal or interest will be collected in full. Accrued interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability. If at any point the Company believes PIK interest isor 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. As of June 30, ~~2021,~~2022, no investments are on non-accrual status.

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.

Organization Expenses

Costs associated with the organization of the Company are expensed as incurred. These expenses consist primarily of legal fees and other costs of organizing the Company.

Offering Expenses

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

Owl Rock Capital Corporation III

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

~~Owl Rock Capital Corporation III~~

~~Notes to Consolidated Financial Statements (Unaudited) - Continued~~

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

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

The Company evaluates tax positions taken or expected to be taken in the course of preparing its consolidated financial statements to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions not deemed to meet the “more-likely-than-not” threshold are reserved and recorded as a tax benefit or expense in the current year. All penalties and interest associated with income taxes are included in income tax expense. Conclusions regarding tax positions are subject to review and may be adjusted at a later date based on factors including, but not limited to, on-going analyses of tax laws, regulations and interpretations thereof. There were no material uncertain tax positions through December 31, ~~2020.~~

2021. The 2020 tax year remains subject to examination by U.S. federal, state and local tax authorities.

Distributions to Common Shareholders

Distributions to common shareholders are recorded on the record date. The amount to be distributed is determined by the Board and is generally based upon the earnings estimated by the Adviser. Net realized long-term capital gains, if any, would generally be distributed at least annually, although the Company may decide to retain such capital gains for investment.

The Company has adopted a dividend reinvestment plan that provides for reinvestment of any cash distributions on behalf of shareholders, unless a shareholder elects to receive cash. As a result, if the Board authorizes and declares a cash distribution, then the shareholders who have not “opted out” of the dividend reinvestment plan will have their cash distribution automatically reinvested in additional shares of the Company’s common stock, rather than receiving the cash distribution. The Company expects to use newly issued shares to implement the dividend reinvestment plan.

Owl Rock Capital Corporation III

Notes to Consolidated Financial Statements (Unaudited) - Continued

Consolidation

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

New Accounting Pronouncements

In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848),” which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts, hedging relationships, and other transactions that reference London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. In January 2021, the FASB issued ASU No. 2021-01, “Reference Rate Reform (Topic 848),” which expanded the scope of Topic 848 to include derivative instruments impacted by discounting transition. ASU 2020-04 and ASU 2021-01 are effective for all entities through December 31, 2022. ASU No. 2021-01 provides increased clarity as the Company continues to evaluate the transition of reference rates and is currently evaluating the impact of adopting ASU No. 2020-04 and 2021-01 on the consolidated financial statements.

~~Owl Rock Capital Corporation III~~

~~Notes~~

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 ~~Consolidated Financial Statements (Unaudited) - Continued~~

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

Administration Agreement

The Company has entered into an amended and restated Administration Agreement (the “Administration Agreement”) with the Adviser. The Administration Agreement became effective on May 18, 2021 upon consummation of the transaction (the "Transaction") pursuant to which Owl Rock Capital Group, the parent of the Adviser (and a subsidiary of Owl Rock Capital Partners LP), and Dyal Capital Partners merged to form Blue Owl. The terms of the Administration Agreement are identical to the terms of the prior administration agreement. Under the terms of the Administration Agreement, the Adviser performs, or oversees the performance of, required administrative services, which include providing office space, equipment and office services, maintaining financial records, preparing reports to shareholders and reports filed with the SEC, and managing the payment of expenses and the performance of administrative and professional services rendered by others.

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

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

Owl Rock Capital Corporation III

Notes to Consolidated Financial Statements (Unaudited) - Continued

Unless earlier terminated as described below, the Administration Agreement will remain in effect ~~until June 4, 2022~~for two years from the date it first became effective, and will remain in effect from year to year thereafter if approved annually by ~~a majority~~(1) the vote of the Board or by the holders of a majority of the Company’s outstanding voting securities and, ~~in each case,~~(2) the vote of a majority of the ~~independent directors.~~Company's directors who are not "interested persons" of the Company, of the Adviser or of any of their respective affiliates, as defined in the 1940 Act (the "independent directors"). On May 3, 2022, the Board approved the continuation of the Administration Agreement. The Administration Agreement may be terminated at any time, without the payment of any penalty, upon 60 days’ written notice, by the vote of a majority of the outstanding voting securities of the Company (as defined in the 1940 Act), or by the vote of a majority of the Board or by the Adviser.

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

For the three and six months ended June 30, 2022, the Company incurred expenses of approximately $0.5 million and $0.9 million, respectively, for costs and expenses reimbursable to the Adviser under the terms of the Administration Agreement. For the three and six months ended June 30, 2021, the Company incurred expenses of approximately $0.3 million and $0.6 million, respectively, for costs and expenses reimbursable to the Adviser under the terms of the Administration Agreement. For the three and six months ended June 30, 2020, the Company incurred expenses of approximately $0.3 million and $0.3 million, respectively, for costs and expenses reimbursable to the Adviser under the terms of the Administration Agreement.

Investment Advisory Agreement

The Company has entered into an amended and restated Investment Advisory Agreement (the “Investment Advisory Agreement”) with the Adviser. The Investment Advisory Agreement became effective on May 18, 2021 upon consummation of the Transaction. The terms of the Investment Advisory Agreement are identical to the terms of the prior 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 ~~until June 4, 2022~~for two years from the date it first became effective, and will remain in effect from year-to-year thereafter if approved annually by a majority of the Board or by the holders of a majority of the Company’s outstanding voting securities and, in each case, by a majority of independent directors.

On May 3, 2022, the Board approved the continuation of the Investment Advisory Agreement.

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

~~Owl Rock Capital Corporation III~~

~~Notes to Consolidated Financial Statements (Unaudited) - Continued~~

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

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

Owl Rock Capital Corporation III

Notes to Consolidated Financial Statements (Unaudited) - Continued

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

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

For the three and six months ended June 30, 2022, management fees were $3.7 million and $7.4 million, respectively. For the three and six months ended June 30, 2021, management fees were $0.8 million and $1.3 million respectively. ~~For the three and six months ended June 30, 2020, management fees were $224 and $224, respectively.~~

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

The second component of the incentive fee, the capital gains incentive fee, payable at the end of each calendar year in arrears, equals 17.5% of cumulative realized capital gains from the date on which an Exchange Listing, if any, becomes effective (the "Listing Date") to the end of each calendar year, less cumulative realized capital losses and unrealized capital depreciation from the Listing Date to the end of each calendar year, less the aggregate amount of any previously paid capital gains incentive fee for prior periods. The Company will accrue, but will not pay, a capital gains incentive fee with respect to unrealized appreciation because a capital gains incentive fee would be owed to the Adviser if the Company were to sell the relevant investment and realize a capital gain. The fees that are payable under the Investment Advisory Agreement for any partial period will be appropriately prorated. For the sole purpose of calculating the capital gains incentive fee, the cost basis as of the Listing Date for all of our investments made prior to the Listing Date will be equal to the fair market value of such investments as of the last day of the calendar quarter in which the Listing Date occurs; provided, however, that in no event will the capital gains incentive fee payable pursuant to the Investment Advisory Agreement be in excess of the amount permitted by the Advisers Act of 1940, as amended, including Section 205 thereof.

There were no performance based incentive fees on net investment income for the three and six months ended June 30, 2022. There were no performance based incentive fees on net investment income for the three and six months ended June 30, 2021.

There were no ~~performance~~capital gains based incentive fees ~~on net investment income~~ for the three and six months ended June 30, ~~2020.~~

2022. There were no capital gains based incentive fees for the three and six months ended June 30, 2021. ~~There were no capital gains based incentive fees for the three and six months ended June 30, 2020.~~

Dealer Manager Agreement; Placement Agent Agreement

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

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

Owl Rock Capital Corporation III

Notes to Consolidated Financial Statements (Unaudited) - Continued

Affiliated Transactions

The Company may be prohibited under the 1940 Act from participating in certain transactions with its affiliates without prior approval of the directors who are not interested persons, and in some cases, the prior approval of the SEC. The Company relies on an order for exemptive relief (the "Order") that has been granted to Owl Rock Capital Advisors LLC (“ORCA”) and its affiliates to co-invest with other funds managed by the Adviser or its affiliates, in a manner consistent with the Company’s investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors. Pursuant to ~~such exemptive relief,~~the 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 of the Company or its shareholders on the part of any person concerned, (2) the transaction is consistent with the interests of the Company’s shareholders and is consistent with its investment objective and strategies, (3) the investment by its affiliates would not disadvantage the Company, and the Company’s participation would not be on a basis different from or less advantageous than that on which its affiliates are investing, and (4) the proposed investment by the Company would not benefit the Adviser or its affiliates or any affiliated person of any of them (other than the parties to the transaction), except to the extent permitted by the exemptive relief and applicable law, including the limitations set forth in Section 57(k) of the 1940 Act.

In addition, pursuant to an exemptive order issued by the SEC on April 8, 2020 and applicable to all BDCs, through December 31, 2020, the Company was permitted, subject to the satisfaction of certain conditions, to complete follow-on investments in its existing portfolio companies with certain private funds managed by the Adviser or its affiliates and covered by the Company’s exemptive relief, even if such private funds have not previously invested in such existing portfolio company. Without this order, the private funds would generally not be able to participate in such follow-on investments with the Company unless the private funds had previously acquired securities of the portfolio company in a co-investment transaction with the Company. Although the conditional exemptive order has expired, the SEC’s Division of Investment Management has indicated that until March 31, 2022, it will not recommend enforcement action, to the extent that any BDC with an existing coinvestment order continues to engage in certain transactions described in the conditional exemptive order, pursuant to the same terms and conditions described therein.

The Adviser is affiliated with ORCA, Owl Rock Technology Advisors LLC (“ORTA”), Owl Rock Technology Advisors II LLC ("ORTA II") and Owl Rock Capital Private Fund Advisors LLC (“ORPFA” and together with ORCA, ORTA, ORTA II and the Adviser, the “Owl Rock Advisers”), which are also investment advisers. The Owl Rock Advisers are indirect affiliates of Blue Owl and comprise part of “Owl Rock,” a division of Blue Owl focused on direct lending. The Owl Rock Advisers’ allocation policy seeks to ensure equitable allocation of investment opportunities over time between the Company and other funds managed by the Adviser or its affiliates. As a result of ~~exemptive relief,~~the Order, there could be significant overlap in the Company’s investment portfolio and the investment portfolio of other funds managed by ~~Owl Rock~~the Adviser or its affiliates that could avail themselves of the ~~exemptive relief~~Order and that have an investment objective similar to the Company’s.

License Agreement

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

Promissory Note

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

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

Note 4. Investments

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

Owl Rock Capital Corporation III

Notes to Consolidated Financial Statements (Unaudited) - Continued

is presented on an aggregate portfolio basis, without regard to whether they are non-controlled non-affiliated, non-controlled affiliated or controlled affiliated investments.

Investments at fair value and amortized cost consisted of the following as of June 30, ~~2021~~2022 and December 31, ~~2020:~~

2021:


	June 30, 2022				December 31, 2021
($ in thousands)	Amortized Cost		Fair Value		Amortized Cost		Fair Value
First-lien senior secured debt investments	$	2,419,272	$	2,390,281	$	2,282,500	$	2,285,599
Second-lien senior secured debt investments	409,604		392,248		406,308		407,932
Unsecured debt investments	57,122		51,829		46,687		46,620
Preferred equity investments	114,703		109,162		82,903		83,788
Common equity investments	75,520		73,182		71,431		73,098
Total Investments	$	3,076,221	$	3,016,702	$	2,889,829	$	2,897,037

Owl Rock Capital Corporation III

Notes to Consolidated Financial Statements (Unaudited) - Continued

June 30, 2021

December 31, 2020

($ in thousands)

Amortized Cost

Fair Value

Amortized Cost

Fair Value

First-lien senior secured debt investments

$
602,151

$
605,707

$
306,652

$
308,112

Second-lien senior secured debt investments

171,729

172,850

89,058

89,245

Unsecured debt investments

44,730

46,360

19,288

20,308

Preferred equity investments⁽¹⁾

36,203

36,177

3,694

3,693

Common equity investments⁽¹⁾

11,646

12,464

5,851

5,851

Total Investments

$
866,459

$
873,558

$
424,543

$
427,209

~~________________~~

~~(1)~~

~~As of December 31, 2020, Preferred and Common equity investments were reported in aggregate as Equity investments.~~

The industry composition of investments based on fair value as of June 30, ~~2021~~2022 and December 31, ~~2020~~2021 was as follows:

	June 30, 2021			December 31, 2020
								June 30, 2022		December 31, 2021
Advertising and media							Advertising and media	2.7	%	2.8	%
Aerospace and defense		2.3	%		-	%	Aerospace and defense	0.4		0.5
Automotive		3.6			-		Automotive	2.1		2.3
Buildings and real estate		1.5			-		Buildings and real estate	3.7		3.4
Business services		4.4			8.9		Business services	7.0		6.8
Chemicals		4.9			1.5		Chemicals	2.7		2.9
Consumer products		6.7			3.6		Consumer products	3.5		3.8
Containers and packaging							Containers and packaging	3.6		3.6
Distribution		4.5			9.2		Distribution	1.9		1.5
Education		1.7			-		Education	0.7		0.7
Financial services		7.2			8.6		Financial services	6.0		6.3
Food and beverage		11.4			9.7		Food and beverage	4.5		3.5
Healthcare equipment and services		7.7			8.3		Healthcare equipment and services	3.3		3.5
Healthcare providers and services		5.8			8.0		Healthcare providers and services	6.7		7.6
Healthcare technology		1.1			5.7		Healthcare technology	6.9		6.9
Household products		2.8			-		Household products	1.1		0.8
Human resource support services		0.1			0.2		Human resource support services	4.0		4.4
Infrastructure and environmental services							Infrastructure and environmental services	0.0		—
Insurance		6.0			0.9		Insurance	9.7		10.1
Internet software and services		14.9			21.5		Internet software and services	15.8		14.4
Leisure and entertainment							Leisure and entertainment	2.3		2.4
Manufacturing		6.2			12.2		Manufacturing	3.4		3.5
Professional services		1.7			-		Professional services	2.1		2.2
Specialty retail		4.7			-		Specialty retail	5.4		5.5
Telecommunications		0.8			1.7		Telecommunications	0.2		0.3
Transportation							Transportation	0.3		0.3
Total		100.0	%		100.0	%	Total	100.0	%	100.0	%

The geographic composition of investments based on fair value as of June 30, ~~2021~~2022 and December 31, ~~2020~~2021 was as follows:


	June 30, 2021			December 31, 2020				June 30, 2022		December 31, 2021
United States:							United States:
Midwest		13.6	%		15.6	%	Midwest	21.3	%	20.7	%
Northeast		24.6			15.1		Northeast	16.2		16.9
South		30.0			37.9		South	30.4		30.7
West		23.3			24.0		West	24.3		23.3
International		8.5			7.4	⁽¹⁾	International	7.8		8.4
Total		100.0	%		100.0	%	Total	100.0	%	100.0	%

~~________________~~

~~(1)~~

~~As of December 31, 2020, the geographic composition of International was fully comprised of the United Kingdom.~~

Owl Rock Capital Corporation III

Notes to Consolidated Financial Statements (Unaudited) - Continued

Note 5. Fair Value of Investments

Investments

The following tables present the fair value hierarchy of investments as of June 30, ~~2021~~2022 and December 31, ~~2020:~~

2021:


	Fair Value Hierarchy as of June 30, 2021									Fair Value Hierarchy as of June 30, 2022
($ in thousands)	Level 1		Level 2		Level 3		Total		($ in thousands)	Level 1		Level 2		Level 3		Total
First-lien senior secured debt investments	$	—	$	4,997	$	600,710	$	605,707	First-lien senior secured debt investments	$	—	$	7,097	$	2,383,184	$	2,390,281
Second-lien senior secured debt investments		—		5,036		167,814		172,850	Second-lien senior secured debt investments	—		37,594		354,654		392,248
Unsecured debt investments		—		—		46,360		46,360	Unsecured debt investments	—		—		51,829		51,829
Preferred equity investments		—		—		36,177		36,177	Preferred equity investments	—		—		109,162		109,162
Common equity investments		—		—		12,464		12,464	Common equity investments	—		—		73,182		73,182
Total Investments at fair value	$	—	$	10,033	$	863,525	$	873,558	Total Investments at fair value	$	—	$	44,691	$	2,972,011	$	3,016,702


	Fair Value Hierarchy as of December 31, 2020									Fair Value Hierarchy as of December 31, 2021
($ in thousands)	Level 1		Level 2		Level 3		Total		($ in thousands)	Level 1		Level 2		Level 3		Total
First-lien senior secured debt investments	$	—	$	3,212	$	304,900	$	308,112	First-lien senior secured debt investments	$	—	$	7,416	$	2,278,183	$	2,285,599
Second-lien senior secured debt investments		—		1,197		88,048		89,245	Second-lien senior secured debt investments	—		19,941		387,991		407,932
Unsecured debt investments		—		—		20,308		20,308	Unsecured debt investments	—		—		46,620		46,620
Preferred equity investments⁽¹⁾		—		—		3,693		3,693
Common equity investments⁽¹⁾		—		—		5,851		5,851
Preferred equity investments									Preferred equity investments	—		—		83,788		83,788
Common equity investments									Common equity investments	—		—		73,098		73,098
Total Investments at fair value	$	—	$	4,409	$	422,800	$	427,209	Total Investments at fair value	$	—	$	27,357	$	2,869,680	$	2,897,037

~~________________~~

~~(1)~~

~~As of December 31, 2020, Preferred and Common equity investments were reported in aggregate as Equity investments.~~

Owl Rock Capital Corporation III

Notes to Consolidated Financial Statements (Unaudited) - Continued

The following tables present changes in the fair value of investments for which Level 3 inputs were used to determine the fair value as of and for the three and six months ended June 30, ~~2021~~2022 and ~~2020:~~

2021:


	As of and for the Three Months Ended June 30, 2021																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			($ 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	$	368,812		$	83,842	$	45,506	$	3,842		$	7,239	$	509,241		Fair value, beginning of period	$	2,304,544	$	358,626	$	47,214		$	81,700	$	75,477	$	2,867,561
Purchases of investments, net		236,804			83,327		—		31,848			4,380		356,359		Purchases of investments, net	106,116		1,560		7,650			30,163		2,954		148,443
Payment-in-kind		640			—		—		482			28		1,150		Payment-in-kind	7,934		940		753			2,327		34		11,988
Proceeds from investments, net		(6,550	)		—		—		—			—		(6,550	)	Proceeds from investments, net	(17,766)		(699)		—			—		—		(18,465)
Net realized gains (losses)																Net realized gains (losses)	6		—		—			—		—		6
Net change in unrealized gain (loss)		655			599		821		(17	)		815		2,873		Net change in unrealized gain (loss)	(19,146)		(12,399)		(3,808)			(5,091)		(5,283)		(45,727)
Net amortization of discount on investments		349			46		33		22			2		452
Transfers into (out of) Level 3⁽¹⁾		—			—		—		—			—		—
Net amortization/accretion of premium/discount on investments																Net amortization/accretion of premium/discount on investments	1,496		118		20		—	63		—		1,697

Transfers into (out of) Level 3(1)																Transfers into (out of) Level 3(1)	—		6,508		—			—		—		6,508
Fair value, end of period	$	600,710		$	167,814	$	46,360	$	36,177		$	12,464	$	863,525		Fair value, end of period	$	2,383,184	$	354,654	$	51,829		$	109,162	$	73,182	$	2,972,011

~~________________~~

~~(1)~~

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

_____________

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

Owl Rock Capital Corporation III

Notes to Consolidated Financial Statements (Unaudited) - Continued

As of and for the Six Months Ended June 30, 2021

($ in thousands)

First-lien senior secured debt investments

Second-lien senior secured debt investments

Unsecured debt Investments

Preferred equity investments

Common equity investments

Total

Fair value, beginning of period

$
304,900

$
88,048

$
20,308

$
3,693

$
5,851

$
422,800

Purchases of investments, net

333,186

83,327

24,658

31,847

5,750

478,768

Payment-in-kind

1,173

—

739

636

46

2,594

Proceeds from investments, net

(42,018
)

(4,641
)

—

—

—

(46,659
)
Net change in unrealized gain (loss)

2,279

911

610

(25
)

815

4,590

Net realized gains (losses)

22

—

—

—

—

22

Net amortization of discount on investments

1,168

169

45

26

2

1,410

Transfers into (out of) Level 3⁽¹⁾

—

—

—

—

—

—

Fair value, end of period

$
600,710

$
167,814

$
46,360

$
36,177

$
12,464

$
863,525


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

________________

~~(1)~~

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

As of and for the Three Months Ended June 30, 2020

($ in thousands)

First lien senior secured debt investments

Unsecured debt investments

Total

Fair value, beginning of period

$
—

$
—

$
—

Purchases of investments, net

1,998

198

2,196

Proceeds from investments, net

—

—

—

Net change in unrealized gain (loss)

6

—

6

Net realized gains (losses)

—

—

—

Net amortization of discount on investments

—

—

—

Transfers into (out of) Level 3⁽¹⁾

—

—

—

Fair value, end of period

$
2,004

$
198

$
2,202

~~________________~~

~~(1)~~

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

As of and for the Six Months Ended June 30, 2020

($ in thousands)

First lien senior secured debt investments

Unsecured debt investments

Total

Fair value, beginning of period

$
—

$
—

$
—

Purchases of investments, net

1,998

198

2,196

Proceeds from investments, net

—

—

—

Net change in unrealized gain (loss)

6

—

6

Net realized gains (losses)

—

—

—

Net amortization of discount on investments

—

—

—

Transfers into (out of) Level 3⁽¹⁾

—

—

—

Fair value, end of period

$
2,004

$
198

$
2,202

~~________________~~

~~(1)~~

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

Owl Rock Capital Corporation III

Notes to Consolidated Financial Statements (Unaudited) - Continued


	As of and for the Three Months Ended June 30, 2021
($ in thousands)	First-lien senior secured debt investments		Second-lien senior secured debt investments		Unsecured debt investments		Preferred equity investments		Common equity investments		Total
Fair value, beginning of period	$	368,812	$	83,842	$	45,506	$	3,842	$	7,239	$	509,241
Purchases of investments, net	236,804		83,327		—		31,848		4,380		356,359
Payment-in-kind	640		—		—		482		28		1,150
Proceeds from investments, net	(6,550)		—		—		—		—		(6,550)
Net change in unrealized gain (loss)	655		599		821		(17)		815		2,873

Net amortization/accretion of premium/discount on investments	349		46		33		22		2		452
Transfers into (out of) Level 3(1)	—		—		—		—		—		—
Fair value, end of period	$	600,710	$	167,814	$	46,360	$	36,177	$	12,464	$	863,525

_____________

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

Owl Rock Capital Corporation III

Notes to Consolidated Financial Statements (Unaudited) - Continued


	As of and for the Six Months Ended June 30, 2021
($ in thousands)	First-lien senior secured debt investments		Second-lien senior secured debt investments		Unsecured debt Investments		Preferred equity investments		Common equity investments		Total
Fair value, beginning of period	$	304,900	$	88,048	$	20,308	$	3,693	$	5,851	$	422,800
Purchases of investments, net	333,186		83,327		24,658		31,847		5,750		478,768
Payment-in-kind	1,173		—		739		636		46		2,594
Proceeds from investments, net	(42,018)		(4,641)		—		—		—		(46,659)
Net change in unrealized gain (loss)	2,279		911		610		(25)		815		4,590
Net realized gains (losses)	22		—		—		—		—		22
Net amortization/accretion of premium/discount on investments	1,168		169		45		26		2		1,410
Transfers into (out of) Level 3(1)	—		—		—		—		—		—
Fair value, end of period	$	600,710	$	167,814	$	46,360	$	36,177	$	12,464	$	863,525

________________

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

The following tables present information with respect to net change in unrealized gains (losses) on investments for which Level 3 inputs were used in determining the fair value that are still held by the Company for the three and six months ended June 30, ~~2021~~2022 and ~~2020:~~

2021:


($ in thousands)	Net change in unrealized gain (loss) for the Three Months Ended June 30, 2021 on Investments Held at June 30, 2021			Net change in unrealized gain (loss) for the Three Months Ended June 30, 2020 on Investments Held at June 30, 2020		($ in thousands)	Net change in unrealized gain (loss) for the Three Months Ended June 30, 2022 on Investments Held at June 30, 2022		Net change in unrealized gain (loss) for the Three Months Ended June 30, 2021 on Investments Held at June 30, 2021
First-lien senior secured debt investments	$	658		$	6	First-lien senior secured debt investments	$	(19,159)	$	658
Second-lien senior secured debt investments		599			—	Second-lien senior secured debt investments	(12,399)		599
Unsecured debt investments		818			—	Unsecured debt investments	(3,808)		818
Preferred equity investments		(17	)		—	Preferred equity investments	(5,091)		(17)
Common equity investments		815			—	Common equity investments	(5,283)		815
Total Investments	$	2,873		$	6	Total Investments	$	(45,740)	$	2,873

($ in thousands)

Net change in unrealized gain (loss) for the Six Months Ended June 30, 2021 on Investments Held at June 30, 2021

Net change in unrealized gain (loss) for the Six Months Ended June 30, 2020 on Investments Held at June 30, 2020

First-lien senior secured debt investments

$
2,913

$
6

Second-lien senior secured debt investments

910

—

Unsecured debt investments

607

—

Preferred equity investments

(25
)

—

Common equity investments

815

—

Total Investments

$
5,220

$
6

Owl Rock Capital Corporation III

Notes to Consolidated Financial Statements (Unaudited) - Continued


($ in thousands)	Net change in unrealized gain (loss) for the Six Months Ended June 30, 2022 on Investments Held at June 30, 2022		Net change in unrealized gain (loss) for the Six Months Ended June 30, 2021 on Investments Held at June 30, 2021
First-lien senior secured debt investments	$	(31,295)	$	2,913
Second-lien senior secured debt investments	(14,446)		910
Unsecured debt investments	(5,223)		607
Preferred equity investments	(6,376)		(25)
Common equity investments	(3,690)		815
Total Investments	$	(61,030)	$	5,220

Owl Rock Capital Corporation III

Notes to Consolidated Financial Statements (Unaudited) - Continued

The following tables present quantitative information about the significant unobservable inputs of the Company’s Level 3 investments as of June 30, ~~2021~~2022 and December 31, ~~2020.~~2021. The weighted average range of unobservable inputs is based on fair value of investments. The tables are not intended to be all-inclusive but instead capture the significant unobservable inputs relevant to the Company’s determination of fair value.

As of June 30, 2021
($ in thousands)

Fair Value

Valuation Technique

Unobservable Input

Range (Weighted Average)

Impact to Valuation from an Increase in Input
First-lien senior secured debt investments

$
396,142

Yield Analysis

Market Yield

6.4% - 10.3% (8.3%)

Decrease

204,568

Recent Transaction

Transaction Price

97.0% - 99.0% (98.7%)

Increase
Second-lien senior secured debt investments⁽¹⁾

$
84,073

Yield Analysis

Market Yield

6.7% - 10.5% (9.7%)

Decrease

77,721

Recent Transaction

Transaction Price

98.5% - 99.3% (99.0%)

Increase
Unsecured debt investments⁽²⁾

$
45,076

Yield Analysis

Market Yield

6.6% - 8.8% (7.8%)

Decrease

1,052

Market Approach

EBITDA Multiple

14.5x

Increase
Preferred equity investments

$
32,189

Recent Transaction

Transaction Price

96.6% - 100.0% (96.6%)

Increase

3,988

Yield Analysis

Market Yield

14.5%

Decrease
Common equity investments

$
8,088

Market Approach

EBITDA Multiple

12.0x - 17.0x (15.6x)

Increase

4,376

Recent Transaction

Transaction Price

100.0%

Increase

~~________________~~

~~(1)~~

~~Excludes Level 3 investment with a fair value of $6.0 million, which the Company valued using indicative bid prices obtained from brokers.~~

~~(2)~~

~~Excludes Level 3 investment with a fair value of $232 thousand, which the Company valued using indicative bid prices obtained from brokers.~~

As of June 30, 2022

($ in thousands)

Fair Value

Valuation Technique

Unobservable Input

Range (Weighted Average)

Impact to Valuation from an Increase in Input

First-lien senior secured debt investments

2,033,136

Yield Analysis

Market Yield

8.5% - 21.6% (11.4%)

Decrease

350,048

Recent Transaction

Transaction Price

97.5% - 99.3% (98.5%)

Increase

Second-lien senior secured debt investments

353,780

Yield Analysis

Market Yield

11.7% - 17.7% (14.2%)

Decrease

874

Recent Transaction

Transaction Price

99%

Increase

Unsecured debt investments

42,142

Yield Analysis

Market Yield

9.1% - 11.3% (10.4%)

Decrease

1,056

Market Approach

EBITDA Multiple

14.8x

Increase

8,631

Recent Transaction

Transaction Price

97.0% - 99.3% (97.3%)

Increase

Preferred equity investments

78,990

Yield Analysis

Market Yield

14.0% - 16.1% (14.7%)

Decrease

30,163

Recent Transaction

Transaction Price

97.3% - 97.5% (97.3%)

Increase

Market Approach

EBITDA Multiple

11.5x

Increase

Common equity investments

59,279

Market Approach

EBITDA Multiple

9.8x - 23.3x (15.7x)

Increase

420

Market Approach

Revenue Multiple

1.8x

Increase

Market Approach

Gross Profit Multiple

16.5x

Increase

5,775

Market Approach

Last Quarter Annualized Recurring Revenue Multiple

6.5x - 11.0x (7.6x)

Increase

7,655

Recent Transaction

Transaction Price

100.0% - 123.5% (115.7%)

Increase

Owl Rock Capital Corporation III

Notes to Consolidated Financial Statements (Unaudited) - Continued

As of December 31, 2020
($ in thousands)

Fair Value

Valuation Technique

Unobservable Input

Range (Weighted Average)

Impact to Valuation from an Increase in Input
First-lien senior secured debt investments

$
201,691

Recent Transaction

Transaction Price

96.0% - 99.0% (98.5%)

Increase

103,209

Yield Analysis

Market Yield

6.3% - 10.5% (9.1%)

Decrease
Second-lien senior secured debt investments

$
52,640

Recent Transaction

Transaction Price

97.5% - 98.5% (98.0%)

Increase

35,408

Yield Analysis

Market Yield

6.9% - 10.1% (9.4%)

Decrease
Unsecured debt investments

$
1,050

Recent Transaction

Transaction Price

100.0%

Increase

19,258

Yield Analysis

Market Yield

8.1% - 9.3% (8.1%)

Decrease
Preferred equity investments⁽¹⁾

$
3,693

Recent Transaction

Transaction Price

97.0%

Increase
Common equity investments⁽¹⁾

$
5,851

Recent Transaction

Transaction Price

100.0%

Increase

As of December 31, 2021

($ in thousands)

Fair Value

Valuation Technique

Unobservable Input

Range (Weighted Average)

Impact to Valuation from an Increase in Input

First-lien senior secured debt investments

1,650,640

Yield Analysis

Market Yield

6.5% - 12.4% (8.3%)

Decrease

627,543

Recent Transaction

Transaction Price

90.5% - 99.4% (98.2%)

Increase

Second-lien senior secured debt investments(1)

213,824

Yield Analysis

Market Yield

6.5% - 10.7% (9.2%)

Decrease

161,554

Recent Transaction

Transaction Price

98.0% - 99.0% (98.7%)

Increase

Unsecured debt investments(2)

45,314

Yield Analysis

Market Yield

7.2% - 9.4% (8.4%)

Decrease

1,056

Market Approach

EBITDA Multiple

14.8x

Increase

Preferred equity investments

37,896

Yield Analysis

Market Yield

11.4% - 14.6% (11.8%)

Decrease

45,177

Recent Transaction

Transaction Price

97.3% - 97.5% (97.3%)

Increase

715

Market Approach

EBITDA Multiple

9.3x

Increase

Common equity investments

22,528

Market Approach

EBITDA Multiple

7.6x - 24.0x (17.1x)

Increase

157

Market Approach

Gross Profit Multiple

27.0x

Increase

50,413

Recent Transaction

Transaction Price

100.0%

Increase

________________

~~(1)~~

~~As of December 31, 2020, Preferred and Common equity investments were reported in aggregate as Equity investments.~~(1)Excludes Level 3 investments with a fair value of $12.6 million, which the Company valued using indicative bid prices obtained from brokers.

(2)Excludes Level 3 investment with a fair value of $250.0 thousand, which the Company valued using indicative bid prices obtained from brokers.

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

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

Owl Rock Capital Corporation III

Notes to Consolidated Financial Statements (Unaudited) - Continued

Debt Not Carried at Fair Value

Fair value is estimated by discounting remaining payments using applicable current market rates, which take into account changes in the Company’s marketplace credit ratings, or market quotes, if available. The following table presents the carrying and fair values of the Company’s debt obligations as of June 30, ~~2021~~2022 and December 31, ~~2020:~~

June 30, 2021

December 31, 2020

($ in thousands)

Net Carrying
Value⁽¹⁾

Fair Value

Net Carrying
Value⁽²⁾

Fair Value

Subscription Credit Facility

$
464,333

$
464,333

$
225,215

$
225,215

Total Debt

$
464,333

$
464,333

$
225,215

$
225,215

~~________________~~

~~(1)~~

~~The carrying value of the Company’s Subscription Credit Facility is presented net of deferred financing costs of $3.7 million.~~

2021:

~~(2)~~

~~The carrying value of the Company’s Subscription Credit Facility is presented net of deferred financing costs of $3.6 million.~~


	June 30, 2022				December 31, 2021
($ in thousands)	Net Carrying Value(1)		Fair Value		Net Carrying Value(2)		Fair Value
Subscription Credit Facility	$	—	$	—	$	—	$	—
Revolving Credit Facility	172,518		172,518		211,373		211,373
SPV Asset Facility I	569,095		569,095		572,676		572,676
SPV Asset Facility II	227,540		227,540		132,286		132,286
2027 Notes	321,201		278,687		321,151		316,875
Promissory Note	—		—		—		—
Total Debt	$	1,290,354	$	1,247,840	$	1,237,486	$	1,233,210

~~Owl Rock Capital Corporation III~~

________________

(1)The carrying value of the Company’s Revolving Credit Facility, SPV Asset Facility I, SPV Asset Facility II, and 2027 Notes ~~to Consolidated Financial Statements (Unaudited) - Continued~~

are presented net of deferred financing costs of $3.8 million, $5.9 million, $2.5 million, and $3.8 million, respectively.

(2)The carrying value of the Company’s Revolving Credit Facility, SPV Asset Facility I, SPV Asset Facility II, and 2027 Notes are presented net of deferred financing costs of $4.3 million, $2.3 million, $2.7 million, and $3.8 million, respectively.

The following table presents fair value measurements of the Company’s debt obligations as of June 30, ~~2021~~2022 and December 31, ~~2020:~~

2021:


($ in thousands)	June 30, 2021		December 31, 2020		($ in thousands)	June 30, 2022		December 31, 2021
Level 1	$	—	$	—	Level 1	$	—	$	—
Level 2		—		—	Level 2	278,687		316,875
Level 3		464,333		225,215	Level 3	969,153		916,335
Total Debt	$	464,333	$	225,215	Total Debt	$	1,247,840	$	1,233,210

Financial Instruments Not Carried at Fair Value

As of June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, the carrying amounts of the Company’s assets and liabilities, other than investments at fair value and debt, approximate fair value due to their short maturities.

Note 6. Debt

In accordance with the 1940 Act, with certain limitations, the Company is allowed to borrow amounts such that its asset coverage, as defined in the 1940 Act, is at least 150% after such borrowing. As of June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, the Company’s asset coverage was ~~195%~~233% and ~~225%~~233%, respectively.

Owl Rock Capital Corporation III

Notes to Consolidated Financial Statements (Unaudited) - Continued

Debt obligations consisted of the following as of June 30, ~~2021~~2022 and December 31, ~~2020:~~

June 30, 2021

($ in thousands)

Aggregate Principal Committed

Outstanding Principal

Amount Available⁽¹⁾

Net Carrying Value⁽²⁾

Subscription Credit Facility⁽³⁾

$
550,000

$
468,002

$
81,998

$
464,333

Total Debt

$
550,000

$
468,002

$
81,998

$
464,333

~~________________~~

~~(1)~~

~~The amount available reflects any limitation related to the Subscription Credit Facility’s borrowing base.~~

2021:

~~(2)~~

~~The carrying value of the Company’s Subscription Credit Facility is presented net of deferred financing costs of $3.7 million.~~


	June 30, 2022
($ in thousands)	Aggregate Principal Committed		Outstanding Principal		Amount Available(1)		Net Carrying Value(2)
Revolving Credit Facility(3)	$	450,000	$	176,366	$	273,634	$	172,518
SPV Asset Facility I	$	625,000	$	575,000	$	25,927	$	569,095
SPV Asset Facility II	$	350,000	$	230,000	$	120,000	$	227,540
2027 Notes	$	325,000	$	325,000	$	—	$	321,201

Total Debt	$	1,750,000	$	1,306,366	$	419,561	$	1,290,354

~~(3)~~

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

December 31, 2020

($ in thousands)

Aggregate Principal Committed

Outstanding Principal

Amount Available⁽¹⁾

Net Carrying Value⁽²⁾

Subscription Credit Facility⁽³⁾

$
425,000

$
228,778

$
196,222

$
225,215

Total Debt

$
425,000

$
228,778

$
196,222

$
225,215

________________

~~(1)~~

~~The amount available reflects any limitation related to the Subscription Credit Facility’s borrowing base.~~

~~(2)~~

~~The carrying value of the Company’s Subscription Credit Facility is presented net of deferred financing costs of $3.6 million.~~(1)The amount available reflects any limitations related to each credit facility's borrowing base.

~~(3)~~

~~Includes the unrealized translation gain (loss) on borrowings denominated in foreign currencies.~~(2)The carrying value of the Company’s Revolving Credit Facility, SPV Asset Facility I, SPV Asset Facility II, and 2027 Notes are presented net of deferred financing costs of $3.8 million, $5.9 million, $2.5 million, and $3.8 million, respectively.

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


	December 31, 2021
($ in thousands)	Aggregate Principal Committed		Outstanding Principal		Amount Available(1)		Net Carrying Value(2)
Revolving Credit Facility(3)	$	450,000	$	215,656	$	234,344	$	211,373
SPV Asset Facility I	$	625,000	$	575,000	$	24,665	$	572,676
SPV Asset Facility II	$	350,000	$	135,000	$	15,139	$	132,286
2027 Notes	$	325,000	$	325,000	$	—	$	321,151
Promissory Note	$	250,000	$	—	$	250,000	$	—
Total Debt	$	2,000,000	$	1,250,656	$	524,148	$	1,237,486

________________

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

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

For the three and six months ended June 30, ~~2021~~2022 and ~~2020,~~2021, the components of interest expense were as follows:


	Three Months Ended June 30,						Six Months Ended June 30,							For the Three Months Ended June 30,						For the Six Months Ended June 30,
($ in thousands)	2021			2020			2021			2020			($ in thousands)	2022			2021			2022			2021
Interest expense	$	2,169		$	—		$	3,263		$	—		Interest expense	$	10,461		$	2,169		$	19,060		$	3,263
Amortization of debt issuance costs		425			—			763			—		Amortization of debt issuance costs	1,017			425			1,758			763
Total Interest Expense	$	2,594		$	—		$	4,026		$	—		Total Interest Expense	$	11,478		$	2,594		$	20,818		$	4,026
Average interest rate		2.3	%		0.0	%		2.4	%		0.0	%	Average interest rate	3.1		%	2.3		%	2.9		%	2.4		%
Average daily borrowings	$	365,274		$	-		$	267,914		$	-		Average daily borrowings	$	1,323,119		$	365,274		$	1,299,030		$	267,914

Owl Rock Capital Corporation III

Notes to Consolidated Financial Statements (Unaudited) - Continued

~~The company~~

Description of Facilities

Revolving Credit Facility

On September 10, 2021, the Company entered into a senior secured revolving credit agreement (the “Revolving Credit Facility”). The Revolving Credit Facility became effective on September 13, 2021. The parties to the Revolving Credit Facility include the Company, as Borrower, the lenders from time to time parties thereto (each a “Lender” and collectively, the “Lenders”), the issuing banks from time to time parties thereto (each an "Issuing Bank" and collectively, the "Issuing Banks"), JPMorgan Chase Bank, N.A. as Administrative Agent, JPMorgan Chase Bank, N.A., MUFG Union Bank, N.A. and Sumitomo Mitsui Banking Corporation as Joint Lead Arrangers and Joint Book Runners.

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

The maximum principal amount of the Revolving Credit Facility is $450 million (increased from $375 million on December 22, 2021), subject to availability under the borrowing base, which is based on the Company’s portfolio investments and other outstanding indebtedness. Maximum capacity under the Revolving Credit Facility may be increased to $1.1 billion through the exercise by the Borrower of an uncommitted accordion feature through which existing and new lenders may, at their option, agree to provide additional financing. The Revolving Credit Facility is secured by a perfected first-priority interest in substantially all of the portfolio investments held by the Company and each Guarantor, subject to certain exceptions, and includes a $50 million limit for swingline loans.

The availability period under the Revolving Credit Facility will terminate on September 9, 2025 (“Revolving Credit Facility Commitment Termination Date”) and the Revolving Credit Facility will mature on September 9, 2026 (“Revolving Credit Facility Maturity Date”). During the period from the Revolving Credit Facility Commitment Termination Date to the Revolving Credit Facility Maturity Date, the Company will be obligated to make mandatory prepayments under the Revolving Credit Facility out of the proceeds of certain asset sales and other recovery events and equity and debt issuances.

The Company may borrow amounts in U.S. dollars or certain other permitted currencies. Amounts drawn under the Revolving Credit Facility, will bear interest at either LIBOR plus a margin, or the prime rate plus a margin. The Company may elect either the LIBOR or prime rate at the time of drawdown, and loans may be converted from one rate to another at any time at the Company’s option, subject to certain conditions. Further, the Revolving Credit Facility builds in a hardwired approach for the replacement of LIBOR loans in U.S. dollars. For LIBOR loans in other permitted currencies, the Revolving Credit Facility includes customary fallback mechanics for the Company and the Administrative Agent to select an alternative benchmark, subject to the negative consent of required Lenders. The Company will also pay a fee of 0.375% on undrawn amounts under the Revolving Credit Facility.

The Revolving Credit Facility includes customary covenants, including certain limitations on the incurrence by the Company of additional indebtedness and on the Company’s ability to make distributions to its shareholders, or redeem, repurchase or retire shares of stock, upon the occurrence of certain events and certain financial covenants related to asset coverage and liquidity and other maintenance covenants, as well as customary events of default.

Subscription Credit Facility ~~subsequent to June 30, 2020, and therefore there was no interest expense for the three and six months ended June 30, 2020.~~

~~Description of Facilities~~

~~Subscription Credit Facility~~

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

~~As of June 30, 2021, the maximum principal amount of the~~

The Subscription Credit Facility ~~was~~permitted the Company to borrow up to $550 million, subject to availability under the borrowing base, which iswas based on unused capital commitments. ~~The Subscription Credit Facility includes a provision permitting~~Effective November 12, 2021, the ~~Company to further increase the size of~~outstanding balance on the Subscription Credit Facility under certain circumstances up to a maximum principal amount not to exceed $1.0 billion, if the existing or new lenders agree to commit to such further increase, which is referred to as the accordion feature. On September 28, 2020, City National Bank (“City National”) agreed to provide a commitment through the Subscription Credit Facility’s accordion feature, increasing the maximum principal amount ofwas paid in full and the facility ~~from $350 million~~was terminated pursuant to $400 million. On December 15, 2020, California Bank & Trust agreed to provide a commitment through the Subscription Credit Facility’s accordion feature, increasing the maximum principal amount of the facility from $400 million to $425 million. On April 8, 2021, Western Alliance Bank (dba Bridge Bank) agreed to provide a commitment through the Subscription Credit Facility’s accordion feature, increasing the maximum principal amount of the facility from $425 million to $550 million.

its terms.

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

Owl Rock Capital Corporation III

Notes to Consolidated Financial Statements (Unaudited) - Continued

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

~~The Subscription Credit~~

SPV Asset Facilities

SPV Asset Facility ~~will mature upon~~I

On July 29, 2021 (the “SPV Asset Facility I Closing Date”), ORCC III Financing LLC (“ORCC III Financing”), a Delaware limited liability company and newly formed subsidiary of the ~~earliest of: (i)~~Company entered into a credit agreement (as amended through the date ~~three (3) years~~hereof, the “SPV Asset Facility I”), with ORCC III Financing, as borrower, the Company, as equityholder, the Adviser, as collateral manager, the lenders from time to time parties thereto, Société Générale, as agent, State Street Bank and Trust Company, as collateral agent, collateral administrator and custodian, and Alter Domus (US) LLC as collateral custodian. The parties to the SPV Asset Facility I have entered into various amendments, including to admit new lenders, increase the maximum principal amount available under the facility, add a swingline commitment to the facility, extend the availability period and maturity date, change the interest rate and make various other changes. The following describes the terms of SPV Asset Facility I amended through March 16, 2022 (the “SPV Asset Facility I Third Amendment Date”).

From time to time, the Company expects to sell and contribute certain investments to ORCC III Financing pursuant to a Sale and Contribution Agreement by and between the Company and ORCC III Financing. No gain or loss will be recognized as a result of the contribution. Proceeds from the ~~Closing Date (the “Stated Maturity Date”); (ii)~~SPV Asset Facility I will be used to finance the ~~date upon which~~origination and acquisition of eligible assets by ORCC III Financing, including the ~~Administrative Agent declares~~purchase of such assets from the ~~obligations under the Subscription Credit Facility due and payable after the occurrence~~Company. The Company retains a residual interest in assets contributed to or acquired by ORCC III Financing through its ownership of ~~an event of default; (iii) forty-five (45) days prior to the scheduled termination~~ORCC III Financing. The maximum principal amount of the ~~commitment period under~~SPV Asset Facility I is $625 million, which can be drawn in multiple currencies subject to certain conditions; the ~~Company’s subscription agreements; (iv) forty-five (45) days prior to the date~~availability of any listing of the Company’s common stock on a national securities exchange and certain other liquidity events; (v) the termination of the commitment period under the Company’s subscription agreements (if earlier than the scheduled date); and (vi) the date the Company terminates the commitments pursuant to the Subscription Credit Facility. At the Company’s option andthis amount is subject to the ~~consent of each~~borrowing base, which is determined on the basis of the ~~Lenders~~value and types of ORCC III Financing’s assets from time to time, and satisfaction of certain conditions, including certain concentration limits. The SPV Asset Facility I includes a $100 million sub-limit for swingline loans.

The SPV Asset Facility I provides for the ability to (1) draw term loans and (2) draw and redraw revolving loans under the SPV Asset Facility I through March 15, 2024, unless the commitments are terminated sooner as provided in the SPV Asset Facility I (the “SPV Asset Facility I Commitment Termination Date”). Unless otherwise terminated, the SPV Asset Facility I will mature on March 16, 2026 (the “SPV Asset Facility I Stated Maturity”). Prior to the SPV Asset Facility I Stated Maturity, proceeds received by ORCC III Financing from principal and interest, dividends, or fees on assets must be used to pay fees, expenses and interest on outstanding borrowings, and the ~~Administrative Agent in their sole discretion,~~excess may be returned to the Company, subject to certain conditions. On the SPV Asset Facility I Stated Maturity, ~~Date~~ORCC III Financing must pay in full all outstanding fees and expenses and all principal and interest on outstanding borrowings, and the excess may be ~~extended by up~~returned to ~~364 days subject~~the Company.

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

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

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

SPV Asset Facility II

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

Owl Rock Capital Corporation III

Notes to Consolidated Financial Statements (Unaudited) - Continued

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

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

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

in excess of a certain portion (initially 12.5% and increasing in stages to 25%, 50% and 70%) of the total commitments under the SPV Asset Facility II, ORCC III Financing II will also pay a make-whole fee equal to the Applicable Margin multiplied by such excess undrawn commitment amount, reduced by the undrawn fee payable on such excess. ORCC III Financing II will also pay Deutsche Bank AG, New York Branch, certain fees (and reimburse certain expenses) in connection with its role as facility agent. The ~~Subscription Credit~~SPV Asset Facility II contains customary covenants, including certain financial maintenance covenants, limitations on the activities of ORCC III Financing II, including limitations on incurrence ~~by the Company~~ of ~~additional~~incremental indebtedness, ~~and on the Company’s ability to make distributions to the Company’s shareholders, or redeem, repurchase or retire shares of stock, upon the occurrence of certain events,~~ and customary events of ~~default (with customary cure and notice provisions).~~

~~Transfers of interests~~default. The SPV Asset Facility II is secured by a perfected first priority security interest in the ~~Company~~assets of ORCC III Financing II and on any payments received by ~~investors must comply with certain sections~~ORCC III Financing II in respect of those assets. Assets pledged to the lenders will not be available to pay the debts of the ~~Subscription Credit Facility~~Company.

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

UnsecuredNotes

2027 Notes

On October 13, 2021, the Company issued $325 million aggregate principal amount of notes that mature on April 13, 2027 (the “2027 Notes”) in a private placement in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and for initial resale to qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A promulgated under the Securities Act. The 2027 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 2027 Notes initially bear interest at a rate of 3.125% per year, payable semi-annually on April 13 and October 13 of each year, commencing on April 13, 2022. Concurrent with the issuance of the 2027 Notes, we entered into a

Owl Rock Capital Corporation III

Notes to Consolidated Financial Statements (Unaudited) - Continued

Registration Rights Agreement for the benefit of the purchasers of the 2027 Notes. Pursuant to the Registration Rights Agreement, we are obligated to file a registration statement with the SEC with respect to an offer to exchange the 2027 Notes for a new issue of debt securities registered under the Securities Act with terms substantially identical to those of the 2027 Notes (except for provisions relating to transfer restrictions and payment of additional interest) and to use our commercially reasonable efforts to consummate such exchange offer on the earliest practicable date after the registration statement has been declared effective but in no event later than 365 days after the initial issuance of the 2027 Notes. If we fail to satisfy our registration obligations under the Registration Rights Agreement, we will be required to pay additional interest to the holders of the 2027 Notes. The Company may redeem some or all of the 2027 Notes at any time, or from time to time at a redemption price equal to the greater of (1) 100% of the principal amount of the 2027 Notes to be redeemed or (2) the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of accrued and unpaid interest to the date of redemption) on the 2027 Notes to be redeemed through March 13, 2027 (the date falling one month prior to the maturity date of the 2027 Notes), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using the applicable Treasury Rate plus 35 basis points, plus, in each case, accrued and unpaid interest to the redemption date; provided, however, that if we redeem any 2027 Notes on or after March 13, 2027 (the date falling one month prior to the maturity date of the 2027 Notes), the redemption price for the 2027 Notes will be equal to 100% of the principal amount of the 2027 Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.

Promissory Note

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

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

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

The unpaid principal balance of any Promissory Note and accrued interest thereon was payable by the Company ~~shall notify~~from time to time at the ~~Administrative Agent before such transfers take place. Such transfers may trigger mandatory prepayment obligations.~~

discretion of the Company but immediately due and payable upon 120 days written notice by Feeder FIC, and in any event due and payable in full no later than February 28, 2023. The Company intends to use the borrowed funds to make investments in portfolio companies consistent with its investment strategies.

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

Owl Rock Capital Corporation III

Notes to Consolidated Financial Statements (Unaudited) - Continued

Note 7. Commitments and Contingencies

Portfolio Company Commitments

From time to time, the Company may enter into commitments to fund investments. As of June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, the Company had the following outstanding commitments to fund investments in current portfolio companies:


Portfolio Company	Investment	June 30, 2022		December 31, 2021
($ in thousands)
ABB/Con-cise Optical Group LLC	First lien senior secured revolving loan	$	12	$	—
Alera Group, Inc.	First lien senior secured delayed draw term loan	677		677
Anaplan, Inc.	First lien senior secured revolving loan	1,944		—
Apex Group Treasury LLC	Second lien senior secured delayed draw term loan	6,617		6,617
Apex Service Partners, LLC	First lien senior secured delayed draw term loan	537		—
Apex Service Partners, LLC	First lien senior secured revolving loan	40		—
Ardonagh Midco 3 PLC	First lien senior secured GBP delayed draw term loan	213		237
Ascend Buyer, LLC (dba PPC Flexible Packaging)	First lien senior secured revolving loan	4,425		4,255
Associations, Inc.	First lien senior secured delayed draw term loan	392		—
Associations, Inc.	First lien senior secured revolving loan	5,315		5,315
AxiomSL Group, Inc.	First lien senior secured delayed draw term loan	1,834		1,834
AxiomSL Group, Inc.	First lien senior secured revolving loan	4,003		4,003
Bayshore Intermediate #2, L.P. (dba Boomi)	First lien senior secured revolving loan	1,593		1,593
BCPE Osprey Buyer, Inc. (dba PartsSource)	First lien senior secured delayed draw term loan	13,340		13,340
BCPE Osprey Buyer, Inc. (dba PartsSource)	First lien senior secured revolving loan	5,645		5,645
BCTO BSI Buyer, Inc. (dba Buildertrend)	First lien senior secured revolving loan	343		444
BP Veraison Buyer, LLC (dba Sun World)	First lien senior secured delayed draw term loan	14,865		14,865
BP Veraison Buyer, LLC (dba Sun World)	First lien senior secured revolving loan	4,459		4,459
Brightway Holdings, LLC	First lien senior secured revolving loan	2,105		2,105
CFS Brands, LLC	First lien senior secured delayed draw term loan	567		—

Owl Rock Capital Corporation III

Notes to Consolidated Financial Statements (Unaudited) - Continued

Portfolio Company

Investment

June 30, 2021

December 31, 2020

($ in thousands)

Ardonagh Midco 3 Plc

First lien senior secured delayed draw term loan

$
-

$
365

AxiomSL Group, Inc.

First lien senior secured revolving loan

2,123

2,123

National Dentex Labs LLC (fka Barracuda Dental LLC)

First lien senior secured delayed draw term loan

1,561

5,073

National Dentex Labs LLC (fka Barracuda Dental LLC)

First lien senior secured revolving loan

1,327

976

BCTO BSI Buyer, Inc. (dba Buildertrend)

First lien senior secured revolving loan

1,018

1,018

BP Veraison Buyer, LLC (dba Sun World)

First lien senior secured delayed draw term loan

14,865

-

BP Veraison Buyer, LLC (dba Sun World)

First lien senior secured revolving loan

4,459

-

Dodge Data & Analytics LLC

First lien senior secured revolving loan

374

-

Evolution BuyerCo, Inc. (dba SIAA)

First lien senior secured delayed draw term loan

4,459

-

Evolution BuyerCo, Inc. (dba SIAA)

First lien senior secured revolving loan

2,230

-

Forescout Technologies, Inc.

First lien senior secured revolving loan

2,288

2,288

Gaylord Chemical Company, L.L.C.

First lien senior secured revolving loan

2,609

-

Granicus, Inc.

First lien senior secured delayed draw term loan

3,064

-

Granicus, Inc.

First lien senior secured revolving loan

1,187

1,128

Hercules Borrower LLC (dba The Vincit Group)

First lien senior secured revolving loan

4,298

4,298

Individual Foodservice Holdings, LLC

First lien senior secured delayed draw term loan

2,683

2,964

Individual Foodservice Holdings, LLC

First lien senior secured revolving loan

2,276

1,943

Milan Laser Holdings LLC

First lien senior secured revolving loan

3,529

-

Nutraceutical International Corporation

First lien senior secured revolving loan

735

735

Patriot Acquisition TopCo S.A.R.L (dba Corza Health, Inc.)

First lien senior secured revolving loan

2,654

-

Peter C. Foy & Associates Insurance Services, LLC

First lien senior secured delayed draw term loan

26,754

-

Peter C. Foy & Associates Insurance Services, LLC

First lien senior secured revolving loan

109

-

PCF Holdco, LLC

Class A Units

3,678

-

Pluralsight, LLC

First lien senior secured revolving loan

1,294

-

Quva Pharma, Inc.

First lien senior secured revolving loan

1,182

-

Refresh Parent Holdings, Inc.

First lien senior secured delayed draw term loan

1,372

4,914

Refresh Parent Holdings, Inc.

First lien senior secured revolving loan

1,796

1,286

Relativity ODA LLC

First lien senior secured revolving loan

1,480

-

Sonny's Enterprises LLC

First lien senior secured delayed draw term loan

2,751

-

Sonny's Enterprises LLC

First lien senior secured revolving loan

3,944

3,944

Thunder Purchaser, Inc. (dba Vector Solutions)

First lien senior secured delayed draw term loan

6,124

-

Thunder Purchaser, Inc. (dba Vector Solutions)

First lien senior secured revolving loan

2,143

-

Velocity HoldCo III Inc. (dba VelocityEHS)

First lien senior secured revolving loan

368

-

Total Unfunded Portfolio Company Commitments

$
110,734

$
33,055


Portfolio Company	Investment	June 30, 2022	December 31, 2021
CivicPlus, LLC	First lien senior secured delayed draw term loan	—	4,400
CivicPlus, LLC	First lien senior secured revolving loan	1,035	880

CSC MKG Topco LLC. (dba Medical Knowledge Group)	First lien senior secured revolving loan	112	—
Denali Buyerco LLC (dba Summit Companies)	First lien senior secured delayed draw term loan	14,816	18,980
Denali Buyerco LLC (dba Summit Companies)	First lien senior secured revolving loan	4,459	6,852
Diamondback Acquisition, Inc. (dba Sphera)	First lien senior secured delayed draw term loan	9,553	9,553
Dodge Data & Analytics LLC	First lien senior secured revolving loan	—	374
EET Buyer, Inc. (dba e-Emphasys)	First lien senior secured revolving loan	1,955	1,955
Entertainment Benefits Group, LLC	First lien senior secured revolving loan	133	—
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	8,306	—
Forescout Technologies, Inc.	First lien senior secured delayed draw term loan	9,750	—
Forescout Technologies, Inc.	First lien senior secured revolving loan	915	2,288
Fortis Solutions Group, LLC	First lien senior secured delayed draw term loan	2,991	9,183
Fortis Solutions Group, LLC	First lien senior secured revolving loan	2,939	3,148
Gainsight, Inc.	First lien senior secured revolving loan	872	872
Gaylord Chemical Company, L.L.C.	First lien senior secured revolving loan	3,973	3,973
GI Ranger Intermediate, LLC (dba Rectangle Health)	First lien senior secured delayed draw term loan	—	2,789
GI Ranger Intermediate, LLC (dba Rectangle Health)	First lien senior secured revolving loan	1,506	1,673
Global Music Rights, LLC	First lien senior secured revolving loan	7,500	7,500
GovBrands Intermediate, Inc.	First lien senior secured delayed draw term loan	870	870
GovBrands Intermediate, Inc.	First lien senior secured revolving loan	881	881
Granicus, Inc.	First lien senior secured delayed draw term loan	1,006	1,006
Granicus, Inc.	First lien senior secured revolving loan	1,187	1,187

Owl Rock Capital Corporation III

Notes to Consolidated Financial Statements (Unaudited) - Continued


Portfolio Company	Investment	June 30, 2022	December 31, 2021
GS Acquisitionco, Inc. (dba insightsoftware)	First lien senior secured delayed draw term loan	2,808	5,081
Guidehouse Inc.	First lien senior secured revolving loan	—	3,356
Hercules Borrower LLC (dba The Vincit Group)	First lien senior secured delayed draw term loan	2,183	3,693
Hercules Borrower LLC (dba The Vincit Group)	First lien senior secured revolving loan	3,839	4,298
Hissho Sushi Merger Sub LLC	First lien senior secured revolving loan	53	—
IG Investments Holdings, LLC (dba Insight Global)	First lien senior secured revolving loan	3,929	2,710
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	—
Individual Foodservice Holdings, LLC	First lien senior secured delayed draw term loan	—	15,723
Individual Foodservice Holdings, LLC	First lien senior secured revolving loan	2,499	2,387
Inovalon Holdings, Inc.	First lien senior secured delayed draw term loan	5,399	5,399
Intelerad Medical Systems Incorporated	First lien senior secured revolving loan	594	594
Interoperability Bidco, Inc. (dba Lyniate)	First lien senior secured revolving loan	217	—
Kaseya Inc.	First lien senior secured delayed draw term loan	486	—
Kaseya Inc.	First lien senior secured revolving loan	486	—
KBP Brands, LLC	First lien senior secured delayed draw term loan	66	—
KPSKY Acquisition, Inc. (dba BluSky)	First lien senior secured delayed draw term loan	246	2,051
Lignetics Investment Corp.	First lien senior secured delayed draw term loan	6,373	6,373
Lignetics Investment Corp.	First lien senior secured revolving loan	637	6,373
Mario Purchaser, LLC	First lien senior secured delayed draw term loan	2,762	—
Mario Purchaser, LLC	First lien senior secured revolving loan	552	—
Medline Borrower, LP	First lien senior secured revolving loan	1,847	1,847
MHE Intermediate Holdings, LLC (dba OnPoint Group)	First lien senior secured delayed draw term loan	—	2,264
MHE Intermediate Holdings, LLC (dba OnPoint Group)	First lien senior secured revolving loan	3,572	3,571

Owl Rock Capital Corporation III

Notes to Consolidated Financial Statements (Unaudited) - Continued


Portfolio Company	Investment	June 30, 2022	December 31, 2021
Milan Laser Holdings LLC	First lien senior secured revolving loan	3,529	3,529
Ministry Brands Holdings, LLC.	First lien senior secured delayed draw term loan	3,362	3,362
Ministry Brands Holdings, LLC.	First lien senior secured revolving loan	1,008	1,008
National Dentex Labs LLC (fka Barracuda Dental LLC)	First lien senior secured delayed draw term loan	663	663
National Dentex Labs LLC (fka Barracuda Dental LLC)	First lien senior secured revolving loan	430	1,054
Natural Partners, LLC	First lien senior secured revolving loan	170	—
NMI Acquisitionco, Inc. (dba Network Merchants)	First lien senior secured delayed draw term loan	1,375	1,375
NMI Acquisitionco, Inc. (dba Network Merchants)	First lien senior secured revolving loan	558	558
Notorious Topco, LLC (dba Beauty Industry Group)	First lien senior secured delayed draw term loan	8,803	8,803
Notorious Topco, LLC (dba Beauty Industry Group)	First lien senior secured revolving loan	2,993	4,401
OB Hospitalist Group, Inc.	First lien senior secured revolving loan	6,120	6,120
Patriot Acquisition TopCo S.A.R.L (dba Corza Health, Inc.)	First lien senior secured revolving loan	2,654	2,654
Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services)	First lien senior secured delayed draw term loan	—	2,190
Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services)	First lien senior secured revolving loan	1,552	1,552
Plasma Buyer LLC (dba Pathgroup)	First lien senior secured delayed draw term loan	176	—
Plasma Buyer LLC (dba Pathgroup)	First lien senior secured revolving loan	76	—
Pluralsight, LLC	First lien senior secured revolving loan	1,294	1,294
QAD Inc.	First lien senior secured revolving loan	6,000	6,000
Quva Pharma, Inc.	First lien senior secured revolving loan	567	1,182
Refresh Parent Holdings, Inc.	First lien senior secured delayed draw term loan	—	133
Refresh Parent Holdings, Inc.	First lien senior secured revolving loan	—	1,149
Relativity ODA LLC	First lien senior secured revolving loan	1,480	1,480
RL Datix Holdings (USA), Inc.	First lien senior secured delayed draw term loan	6,900	—
RL Datix Holdings (USA), Inc.	First lien senior secured revolving loan	3,000	—

Owl Rock Capital Corporation III

Notes to Consolidated Financial Statements (Unaudited) - Continued


Portfolio Company	Investment	June 30, 2022		December 31, 2021
RL Datix Holdings (USA), Inc.	Second lien senior secured delayed draw term loan	1,167		—
Securonix, Inc.	First lien senior secured revolving loan	153		—
Simplisafe Holding Corporation	First lien senior secured delayed draw term loan	257		—
Smarsh Inc.	First lien senior secured delayed draw term loan	190		—
Smarsh Inc.	First lien senior secured revolving loan	48		—
Sonny's Enterprises LLC	First lien senior secured revolving loan	2,818		3,381
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	25		—
Tahoe Finco, LLC	First lien senior secured revolving loan	6,279		6,279
Tamarack Intermediate, L.L.C. (dba Verisk 3E)	First lien senior secured revolving loan	112		—
TC Holdings, LLC (dba TrialCard)	First lien senior secured revolving loan	268		—
TEMPO BUYER CORP. (dba Global Claims Services)	First lien senior secured delayed draw term loan	10,317		10,317
TEMPO BUYER CORP. (dba Global Claims Services)	First lien senior secured revolving loan	4,952		5,159
The Shade Store, LLC	First lien senior secured revolving loan	2,955		5,909
Thunder Purchaser, Inc. (dba Vector Solutions)	First lien senior secured delayed draw term loan	6,124		6,124
Thunder Purchaser, Inc. (dba Vector Solutions)	First lien senior secured revolving loan	1,409		2,143
Troon Golf, L.L.C.	First lien senior secured revolving loan	5,405		5,405
Ultimate Baked Goods Midco, LLC	First lien senior secured revolving loan	800		950
Unified Women's Healthcare, LP	First lien senior secured delayed draw term loan	55		—
Unified Women's Healthcare, LP	First lien senior secured revolving loan	88		—
USRP Holdings, Inc. (dba U.S. Retirement and Benefits Partners)	First lien senior secured revolving loan	1,096		1,078
Velocity HoldCo III Inc. (dba VelocityEHS)	First lien senior secured revolving loan	368		368
When I Work, Inc.	First lien senior secured revolving loan	4,164		4,164
Total Unfunded Portfolio Company Commitments		$	286,731	$	311,487

Owl Rock Capital Corporation III

Notes to Consolidated Financial Statements (Unaudited) - Continued

As of June 30, ~~2021,~~2022, the Company believed it had adequate financial resources to satisfy the unfunded portfolio company commitments.

Investor Commitments

As of June 30, ~~2021,~~2022, the Company had approximately ~~$1.5~~$1.8 billion in total Capital Commitments from investors, of which $62.4 million is from entities affiliated with or related to the Adviser. As of June 16, 2022, all outstanding Capital Commitments had been drawn.

As of December 31, 2021, the Company had approximately $1.7 billion in total Capital Commitment from investors (approximately ~~$1.1 billion~~$48.6 million undrawn), of which $62.4 million is from entities affiliated with or related to the ~~Adviser (approximately $38.7 million undrawn).~~Adviser. These undrawn Capital Commitments will no longer remain in effect following the completion of a Liquidity Event.

As of December 31, 2020, the Company had approximately $1.4 billion in total Capital Commitment from investors (approximately $1.1 billion undrawn), of which $55.1 million is from entities affiliated with or related to the Adviser (approximately $37.6 million undrawn). These undrawn Capital Commitments will no longer remain in effect following the completion of a Liquidity Event.

Other Commitments and Contingencies

From time to time, the Company may become a party to certain legal proceedings incidental to the normal course of its business. At June 30, ~~2021,~~2022, management was not aware of any material pending or threatened litigation that would require accounting recognition or financial statement disclosure.

Note 8. Net Assets

Subscriptions and Drawdowns

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

On June 4, 2020, the Company issued 100 common shares for $1,500 to Owl Rock Diversified Advisors LLC.

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

During the six months ended June 30, 2022, the Company delivered the following capital call notices to investors:


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

During the six months ended June 30, 2021, the Company d~~elivered the following capital call notices to investors:~~

Capital Drawdown Notice Date

Common Share Issuance Date

Number of Common Shares Issued

Aggregate Offering Price

April 30, 2021

May 13, 2021

10,176,391

150,000,000

Total

10,176,391

$
150,000,000

On June 24, 2021, the Company delivered a capital drawdown notice to its investors relating to the sale of approximately 8,474,576 shares of the Company’s common stock, par value $0.01 per share, expected to close on or about July 8, 2021, for an aggregate offering price of $125.0 million.

~~During the six months ended June 30, 2020, the Company~~ delivered the following capital call notices to investors:


Capital Drawdown Notice Date	Common Share Issuance Date	Number of Common Shares Issued		Aggregate Offering Price		Capital Drawdown Notice Date	Common Share Issuance Date	Number of Common Shares Issued	Aggregate Offering Price
June 17, 2020	June 30, 2020		1,000,000		15,000,000
April 30, 2021						April 30, 2021	May 13, 2021	10,176,391	150,000,000
Total			1,000,000	$	15,000,000	Total		10,176,391	$	150,000,000

Owl Rock Capital Corporation III

Notes to Consolidated Financial Statements (Unaudited) - Continued

Distributions

The following table reflects the distributions declared on shares of the Company’s common stock during the six months ended June 30, ~~2021:~~

~~Owl Rock Capital Corporation III~~

~~Notes to Consolidated Financial Statements (Unaudited) - Continued~~

2022:

June 30, 2021

Date Declared

Record Date

Payment Date

Distribution per Share

May 5, 2021

June 30, 2021

August 13, 2021

$
0.31

February 23, 2021

March 31, 2021

May 14, 2021

$
0.33

June 30, 2022

Date Declared

Record Date

Payment Date

Distribution per Share

May 3, 2022

June 30, 2022

August 15, 2022

0.30

February 23, 2022

March 31, 2022

May 13, 2022

0.33

The ~~Board did not declare a distribution for~~following table reflects the distributions declared on shares of the Company's common stock during the six months ended June 30, ~~2020.~~

2021:

June 30, 2021

Date Declared

Record Date

Payment Date

Distribution per Share

May 5, 2021

June 30, 2021

August 31, 2021

0.31

February 23, 2021

March 31, 2021

May 14, 2021

0.33

Dividend Reinvestment

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

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

Date Declared

Record Date

Payment Date

February 23, 2022

March 31, 2022

May 13, 2022

484,928

November 2, 2021

December 31, 2021

January 31, 2022

382,099

The following table reflects the common stock issued pursuant to the dividend reinvestment plan during the six months ended June 30, 2021:

~~Date Declared~~

~~Record Date~~

~~Payment Date~~

~~Shares~~

Date Declared

Record Date

Payment Date

February 23, 2021

March 31, 2021

May 14, 2021

96,564

~~96,564~~

December 31, 2020

January 29, 2021

30,532

~~30,532~~

~~There was no common stock issued pursuant~~

Owl Rock Capital Corporation III

Notes to ~~the dividend reinvestment plan during the six months ended June 30, 2020.~~

Consolidated Financial Statements (Unaudited) - Continued

Note 9. Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per common share for the three and six months ended June 30, ~~2021~~2022 and ~~2020:~~

2021:


	Three Months Ended June 30,					Six Months Ended June 30,						Three Months Ended June 30,				Six Months Ended June 30,
($ in thousands, except per share amounts)	2021		2020			2021		2020			($ in thousands, except per share amounts)	2022		2021		2022		2021
Increase (decrease) in net assets resulting from operations	$	12,793	$	(928	)	$	21,610	$	(928	)	Increase (decrease) in net assets resulting from operations	$	(4,533)	$	12,793	$	21,774	$	21,610
Weighted average shares of common stock outstanding—basic and diluted		25,419,524		38,562			22,664,814		38,562		Weighted average shares of common stock outstanding—basic and diluted	112,765,115		25,419,524		111,929,620		22,664,814
Earnings per common share—basic and diluted	$	0.50	$	(23.79	)	$	0.95	$	(23.79	)
Earnings (loss) per common share—basic and diluted											Earnings (loss) per common share—basic and diluted	$	(0.04)	$	0.50	$	0.19	$	0.95

Note 10. Income Tax

The Company ~~intends to elect~~has elected to be treated as a RIC under Subchapter M of the Code, and the Company intends to operate in a manner so as to continue to qualify for the tax treatment applicable to RICs. To qualify for tax treatment as a RIC, the Company must, among other things, distribute to its shareholders in each taxable year generally at least 90% of the ~~Company’s~~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, 2022, the Company accrued U.S. federal excise tax of $126.0 thousand and $539.3 thousand, respectively. For the three and six months ended June 30, 2021, the Company accrued U.S. federal excise tax of $33.1 thousand and $66.1 thousand, respectively. ~~For the three and six months ended June 30, 2020, the Company did not accrue U.S. federal excise tax.~~

Owl Rock Capital Corporation III

Notes to Consolidated Financial Statements (Unaudited) - Continued

Note 11. Financial Highlights

The following are the financial highlights for a common share outstanding during the six months ended June 30, ~~2021~~2022 and ~~2020:~~

For the Six Months Ended June 30,

Period from June 5, 2020 to June 30,

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

2021

2020

Per share data:

Net asset value, beginning of period

$
14.42

$
-

Net investment income (loss)⁽¹⁾

0.75

(26.59
)

Net realized and unrealized gain (loss)⁽¹⁾

0.19

25.66

Total from operations

0.94

(0.93
)

Issuance of common stock

-

15.00

Distributions declared from net investment income⁽²⁾

(0.64
)

-

Total increase in net assets

0.30

14.07

Net asset value, end of period

$
14.72

$
14.07

Shares outstanding, end of period

30,161,949

1,000,100

Total Return, based on net asset value⁽³⁾

6.5

%
N.M.

Ratios / Supplemental Data

Asset coverage ratio⁽⁴⁾

194.8

%

317.4

%
Ratio of total expenses to average net assets⁽⁵⁾

4.6

%

80.3

%
Ratio of net investment income to average net assets⁽⁵⁾

10.1

%

(80.3
)
%
Net assets, end of period

$
443,943

$
14,073

Weighted-average shares outstanding

22,664,814

38,562

Total capital commitments, end of period

1,531,676

546,629

Ratio of total contributed capital to total committed capital, end of period

28.40

%

2.74
%

Portfolio turnover rate

7.5

%

—

~~________________~~

~~(1)~~

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

2021:

~~(2)~~

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


	For the Six Months Ended June 30,
($ in thousands, except share and per share amounts)	2022			2021
Per share data:
Net asset value, beginning of period	$	15.05		$	14.42
Net investment income (loss)(1)	0.74			0.75
Net realized and unrealized gain (loss)(2)	(0.53)			0.19
Total from operations	0.21			0.94
Distributions declared from net investment income(3)	(0.63)			(0.64)
Total increase in net assets	(0.42)			0.30
Net asset value, end of period	$	14.63		$	14.72
Shares outstanding, end of period	119,534,012			30,161,949
Total Return, based on net asset value(4)	1.4		%	6.5		%
Ratios / Supplemental Data
Asset coverage ratio(5)	233.4		%	194.8		%
Ratio of total expenses to average net assets(6)	3.9		%	4.6		%
Ratio of net investment income to average net assets(6)	9.8		%	10.1		%
Net assets, end of period	$	1,749,043		$	443,943
Weighted-average shares outstanding	111,929,620			22,664,814
Total capital commitments, end of period	1,764,610			1,531,676
Ratio of total contributed capital to total committed capital, end of period	100.0		%	28.4		%
Portfolio turnover rate	2.3		%	7.5		%

~~(3)~~

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

________________

~~(4)~~

~~In accordance with the 1940 Act, with certain limitations, the Company is allowed to borrow amounts such that its asset coverage, as defined in the 1940 Act, is at least 150% after such borrowing.~~(1)The per share data was derived using the weighted average shares outstanding during the period.

~~(5)~~

~~The ratio reflects an annualized amount, except in the case of non-recurring expenses (e.g. initial organization expenses).~~(2)The amount shown at this caption is the balancing amount derived from the other figures in the schedule. The amount shown at this caption for a share outstanding throughout the year may not agree with the change in the aggregate gains and losses in portfolio securities for the year because of the timing of sales of the Company’s shares in relation to fluctuating market values for the portfolio.

~~N.M. Not meaningful~~

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

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

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

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

Note 12. Subsequent Events

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

On July ~~29, 2021 (the “SPV Asset Facility Closing Date”), ORCC III Financing LLC (“ORCC III Financing”), a Delaware limited liability company and newly formed subsidiary of~~21, 2022, the Company entered into a ~~Credit~~Master Note Purchase Agreement ~~(the “SPV Asset Facility”), with ORCC III Financing, as borrower,~~governing the Company, as equityholder, the Adviser, as collateral manager, the lenders from time to time parties thereto, Société Générale, as agent, State Street Bank and Trust Company, as collateral agent, collateral administrator and custodian, and Alter Domus (US) LLC as collateral custodian.

From time to time, the Company expects to sell and contribute certain investments to ORCC III Financing pursuant to a Sale and Contribution Agreement by and between the Company and ORCC III Financing. No gain or loss will be recognized as a resultissuance of the contribution. Proceeds from the SPV Asset Facility will be used to finance the origination and acquisition of eligible assets by ORCC III Financing, including the purchase of such assets from the Company. The Company retains a residual interest(i) $142,000,000 in ~~assets contributed to or acquired by ORCC III Financing through its ownership of ORCC III Financing. The maximum~~aggregate principal amount of Series 2022A Notes, Tranche A, due July 21, 2025, with a fixed interest rate of 7.50% per year (the “2025 Notes”) and (ii) $190,000,000 in aggregate principal amount of Series 2022A Notes, Tranche B, due July 21, 2027, with a fixed interest rate of 7.58% per year (the “July 2027 Notes” and, together with the ~~SPV Asset Facility is $300 million, which can be drawn~~2025 Notes, the “Series 2022A Notes”), in ~~multiple currencies subject~~each case, to ~~certain conditions;~~qualified institutional investors in a private placement. The Series 2022A Notes are guaranteed by OR Lending III LLC, a subsidiary of the ~~availability of this~~

Company.

Owl Rock Capital Corporation III

Notes to Consolidated Financial Statements (Unaudited) - Continued

~~amount is subject to the borrowing base, which is determined~~

Interest on the ~~basis of the value~~Series 2022A Notes will be due semiannually on January 21 and ~~types of ORCC III Financing’s assets~~July 21 each year, beginning on January 21, 2023. The Series 2022A Notes may be redeemed in whole or in part at any time or from time to time at the Company’s option at par plus accrued interest to the prepayment date and, ~~satisfaction of certain conditions, including certain concentration limits.~~

~~The SPV Asset Facility provides for~~if applicable, a make-whole premium. In addition, the ~~ability~~Company is obligated to ~~(1) draw term loans~~offer to prepay the Series 2022A Notes at par plus accrued and ~~(2) draw and redraw revolving loans under the SPV Asset Facility for a period of~~unpaid interest up to, ~~one year after~~but excluding, the ~~SPV Asset Facility Closing Date unless the commitments~~date of prepayment, if certain change in control events occur. The Series 2022A Notes are terminated sooner as provided in the SPV Asset Facility (the “Commitment Termination Date”). Unless otherwise terminated, the SPV Asset Facility will mature on July 29, 2024 (the “SPV Asset Facility Stated Maturity”). Prior to the SPV Asset Facility Stated Maturity, proceeds received by ORCC III Financing from principal and interest, dividends, or fees on assets must be used to pay fees, expenses and interest on outstanding borrowings, and the excess may be returned togeneral unsecured obligations of the Company ~~subject to certain conditions. On the SPV Asset Facility Stated Maturity, ORCC III Financing must pay in full~~that rank pari passu with all outstanding ~~fees~~ and ~~expenses and all principal and interest on outstanding borrowings, and the excess may be returned to~~future unsecured unsubordinated indebtedness issued by the Company.

Amounts drawn in U.S. dollars bear interest at LIBOR plus a spread of 2.15%; amounts drawn in Canadian dollars bear interest at CDOR plus a spread of 2.15%; amounts drawn in Euros bear interest at EURIBOR plus a spread of 2.15%; and amounts drawn in British pounds bear interest either at SONIA plus a spread of 2.2693% or at an alternate base rate plus a spread of 2.15%. From the SPV Asset Facility Closing Date to the Commitment Termination Date, there is a commitment fee, calculated on a daily basis, ranging from 0.00% to 1.00% on the undrawn amount under the SPV Asset Facility. The SPV Asset Facility contains customary covenants, including certain limitations on the activities of ORCC III Financing, including limitations on incurrence of incremental indebtedness, and customary events of default. The SPV Asset Facility is secured by a perfected first priority security interest in the assets of ORCC III Financing and on any payments received by ORCC III Financing in respect of those assets. Assets pledged to the lenders under the SPV Asset Facility will not be available to pay the debts of the Company.

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

On August ~~3, 2021,~~2, 2022, the Board declared a distribution of 90% of estimated ~~second~~third quarter taxable income and net capital gains, if any, for shareholders of record on September 30, ~~2021,~~2022, payable on or before November 15, ~~2021.~~

2022.

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 Owl Rock Capital Corporation III and involves numerous risks and uncertainties, including, but not limited to, those described in our Form 10-K for the fiscal year ended December 31, ~~2020~~2021 and in “"ITEM 1A. RISK ~~FACTORS~~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

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

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

We conduct private offerings (each, a “Private Offering”) of our common shares to accredited investors in reliance on exemptions from the registration requirements of the Securities Act of 1933, as amended. At the closing of each Private Offering, each investor makes a capital commitment (a “Capital Commitment”) to purchase shares of our common stock pursuant to a subscription agreement entered into with us. Until the earlier of a Liquidity Event (as defined below) and the end of the Commitment Period (as defined below), investors are required to fund drawdowns to purchase shares of our common stock up to the amount of their respective Capital Commitment on an as-needed basis each time we deliver a drawdown notice to our investors. The initial closing of the Private Offering occurred on June 5, 2020 (the “Initial Closing”). As of August 5, ~~2021,~~2022, we had ~~$1.5~~$1.8 billion in total Capital Commitments from investors, of which $62.4 million is from entities affiliated with or related to our Adviser. From time to time during the Commitment Period (as defined below), the Adviser may, in its sole discretion, permit one or more additional closings (“Subsequent Closings”) as additional Capital Commitments are obtained (the conclusion of all Subsequent Closings, if any, the “Final Closing”). The “Commitment Period” will continue until the seven year anniversary of the Initial Closing. If we have not consummated a Liquidity Event by the end of the Commitment Period, subject to extension for two additional one-year periods, in the sole discretion of the Board, the Board (subject to any necessary shareholder approvals and applicable requirements of the Investment Company Act of 1940 (the “1940 Act”)) will use its commercially reasonable efforts to wind down and/or liquidate and dissolve the Company in an orderly manner. A Liquidity Event could include: (i) future quotation or listing of our securities on a national securities exchange (“Exchange ~~Listing)”~~Listing"); (ii) a transaction, including a merger, in which shareholders receive cash or shares of an entity, including an entity that is affiliated with us, and such shares are listed on a national securities exchange; or (iii) the sale of all or substantially all of our assets.

Placement activities are conducted by our officers and the Adviser. In addition, we may enter into agreements with placement agents or broker-dealers to solicit Capital Commitments. For example, the Company and the Adviser entered into a dealer manager agreement with Blue Owl Securities LLC (“Blue Owl Securities”) pursuant to which Blue Owl Securities and certain participating broker-dealers will solicit Capital Commitments and the Company entered into a placement agent agreement with Blue Owl Securities pursuant to which employees of Blue Owl Securities may conduct placement activities. Blue Owl Securities, an affiliate of Blue Owl, is registered as a broker-dealer with the SEC and is a member of the Financial Industry Regulatory Authority. In addition, the Company, the Adviser and third party placement

agents may enter into placement agreements from time to time, pursuant to which such placement agents will solicit Capital Commitments. Fees paid pursuant to these agreements will be paid by our Adviser.

Blue Owl consists of ~~two~~three divisions: (1) Owl Rock, which focuses on direct lending, ~~and~~(2) Dyal, which focuses on providing capital to institutional alternative asset ~~managers.~~managers and (3) Oak Street, which focuses on real estate strategies. Owl Rock is comprised of the Adviser, Owl Rock Capital Advisors LLC (“ORCA”), Owl Rock Technology Advisors LLC ("ORTA"), Owl Rock Technology Advisors II LLC ("ORTA II") and Owl Rock Capital Private Fund Advisors LLC ("ORPFA" and together with the Adviser, ORCA, ORTA, and ORTA II the “Owl Rock Advisers”), which are also investment advisers.

As of June 30, 2022, the Adviser and its affiliates had $56.8 billion of assets under management across the Owl Rock division of Blue Owl.

The management of our investment portfolio is the responsibility of the Adviser and the Investment Committee. We consider these individuals to be our portfolio managers. The Investment Team is led by Douglas I. Ostrover, Marc S. Lipschultz and Craig W. Packer and is supported by certain members of the Adviser's senior executive team and the Investment Committee. The Investment Team, under the Investment Committee's supervision, sources investment opportunities, conducts research, performs due diligence on potential investments, structures our investments and will monitor our portfolio companies on an ongoing basis. The Investment Committee is comprised of Douglas I. Ostrover, Marc S. Lipschultz, Craig W. Packer, Alexis Maged and Jeff Walwyn. The Investment Committee meets regularly to consider our investments, direct our strategic initiatives and supervise the actions taken by the Adviser on our behalf. In addition, the Investment Committee reviews and determines whether to make prospective investments (including approving parameters or guidelines pursuant to which investments in broadly syndicated loans may be bought and sold), structures financings and monitors the performance of the investment portfolio. Each investment opportunity requires the approval of a majority of the Investment Committee. Follow-on investments in existing portfolio companies may require the Investment Committee's approval beyond that obtained when the initial investment in the portfolio company was made. In addition, temporary investments, such as those in cash equivalents, U.S. government securities and other high quality debt investments that mature in one year or less, may require approval by the Investment Committee. The compensation packages of certain Investment Committee members from the Adviser include various combinations of discretionary bonuses and variable incentive compensation based primarily on performance for services provided and may include shares of Blue Owl.

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

In addition, pursuant to an exemptive order issued by the SEC on April 8, 2020 and applicable to all BDCs through December 31, 2020 (the “Temporary Relief), we were permitted, subject to the satisfaction of certain conditions, to ~~complete follow-on investments~~co-invest in reliance on the Order in our existing portfolio companies with certain affiliates that are private funds ~~managed by the Adviser or its affiliates and covered by our exemptive relief, even~~ if such private funds did not have ~~not previously invested~~an investment in such existing portfolio company. Without ~~this order,~~ the Temporary Relief, such private funds would ~~generally~~ not be able to participate in such ~~follow-on investments~~co-investments with us unless the private funds had previously acquired securities of the portfolio company in a co-investment transaction with ~~us.~~us completed in reliance on the Order. Although the ~~conditional exemptive order has~~Temporary Relief expired on December 31, 2020, the ~~SEC’s~~SEC's Division of Investment Management ~~has~~had indicated that until March 31, 2022, it ~~will~~would not recommend enforcement action, to the extent that any BDC with an existing ~~coinvestment~~co-investment order continues to engage in certain transactions described in the ~~conditional exemptive order,~~Temporary Relief, pursuant to the same terms and conditions described therein. The ~~Owl Rock Advisers’ investment allocation policy seeks~~Temporary Relief is no longer effective; however, we have filed an application to ~~ensure equitable allocation of investment opportunities over time between~~amend our existing Order to permit us ~~and other funds managed by our Adviser or its affiliates. As a result of the exemptive relief, there could be significant overlap~~to continue to co-invest in our ~~investment~~existing portfolio ~~and the investment portfolio of other~~companies with certain affiliates that are

private funds ~~managed by Owl Rock that could avail themselves of the exemptive relief and that~~if such private funds did not have an investment ~~objective similar to ours.~~

in such existing portfolio company. There can be no assurance if and when we will receive the amended exemptive order.

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

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

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

•source of income limitations;

•asset diversification requirements; and

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

COVID-19 and Economic Developments

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

Organization. We have and continue to assess the impact of COVID-19 on our portfolio ~~companies.~~companies and our operations. We cannot predict the full impact of the COVID-19 pandemic, including its duration in the United States and worldwide, the effectiveness of governmental responses designed to mitigate strain to businesses and the economy and the magnitude of the economic impact of the outbreak. The COVID-19 pandemic and preventative measures taken to contain or mitigate its spread have caused, and ~~are continuing to~~may in the future cause, business shutdowns and cancellations of events and travel. In addition, while ~~consumer demand for goods and services~~economic activity has ~~begun to rebound,~~improved from the beginning of the COVID-19 pandemic, we continue to ~~see reductions in business activity and financial transactions,~~observe supply chain interruptions, labor difficulties, commodity inflation, rising interest rates, economic sanctions as a result of the ongoing conflict between Russia and ~~overall~~Ukraine and elements of geo-political, economic and financial market instability both globally and in the United States. ~~Such effects will likely continue for~~In the ~~duration~~event that the U.S. economy enters into a protracted recession, it is possible that the results of some of the ~~pandemic,~~middle-market companies similar to those in which ~~is uncertain, and~~we invest could experience deterioration. While we are not seeing signs of an overall, broad deterioration in our portfolio company results 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.

The Adviser has implemented a policy that encourages a return to in-office work but allows for ~~some period thereafter.~~

flexibility to work from home based on current conditions. We have built out our portfolio management team to include workout experts and continue to closely monitor our portfolio companies; however, we are unable to predict the duration of any business and supply-chain disruptions or labor difficulties, whether COVID-19 or economic conditions will negatively affect our portfolio companies’ operating results or the impact that such disruptions may have on our results of operations and financial condition.

Our Investment Framework

We are a Maryland corporation organized primarily to originate and make loans to, and make debt and equity investments in, U.S. middle market companies. Our investment objective is to generate current income, and to a lesser extent, capital appreciation by targeting investment opportunities with favorable risk-adjusted returns. Since our Adviser and its affiliates began investment activities in April 2016 through June 30, ~~2021,~~2022, our Adviser and its affiliates have originated ~~$34.8~~$63.7 billion aggregate principal amount of investments, of which ~~$32.8~~$60.1 billion of aggregate principal amount of investments prior to any subsequent exits or repayments, was retained by either us or a corporation or fund advised by our Adviser or its affiliates. We seek to generate current income primarily in U.S. middle market companies through direct originations of senior secured loans or originations of unsecured loans, subordinated loans or mezzanine loans, broadly-syndicated loans and, to a lesser extent, investments in equity and equity-related securities including warrants, preferred stock and similar forms of senior equity, which may or may not be convertible into a portfolio company’s common equity.

Our equity investments are typically not control-oriented investments and we may structure such equity investments to include provisions protecting our rights as a minority-interest holder.

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

We expect that generally our portfolio composition will be majority debt or income producing securities, which may include “covenant-lite” loans (as defined below), with a lesser allocation to equity or equity-linked ~~opportunities.~~opportunities, which we may hold directly or through special purpose vehicles. In addition, we may invest a portion of our portfolio in opportunistic investments and broadly syndicated loans, which will not be our primary focus, but will be intended to enhance returns to our ~~shareholders.~~shareholders and from time to time, we may evaluate and enter into strategic portfolio transactions which may result in portfolio companies which we are considered to control. These investments may include high-yield bonds and broadly-syndicated loans, including publicly traded debt ~~instruments.~~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 the middle-market characteristics described above. Our portfolio composition may fluctuate from time to time based on market conditions and interest rates.

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

We target portfolio companies where we can structure larger transactions. As of June 30, ~~2021,~~2022, our average debt investment size in each of our portfolio companies was approximately ~~$19.2~~$25.3 million based on fair value. As of June 30, ~~2021,~~2022, our portfolio companies, excluding investments that fall outside of our typical borrower profile, represented ~~76.0%~~82.0% of our total debt portfolio based on fair value and these portfolio companies had weighted average annual revenue of ~~$514~~$728 million, ~~and~~ weighted average annual EBITDA of ~~$114 million.~~

$166 million and an average interest coverage of 3.2x.

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

A majority of our new investments are indexed to SOFR; however, 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.

Key Components of Our Results of Operations

Investments

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

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

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

Revenues

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

options, warrants or conversion rights. Our debt investments typically have a term of three to ten years. As of June 30, ~~2021, 99.8%~~2022, 98.8% 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 ~~facility bears~~facilities bear interest at floating rates. Macro trends in base interest rates like London Interbank Offered Rate (“LIBOR”), the Secured Overnight Financing Rate ("SOFR") and any alternative reference rates may affect our net investment income over the long term. However, because we generally originate loans to a small number of portfolio companies each quarter, and those investments vary in size, our results in any given period, including the interest rate on investments that were sold or repaid in a period compared to the interest rate of new investments made during that period, often are idiosyncratic, and reflect the characteristics of the particular portfolio companies that we invested in or exited during the period and not necessarily any trends in our business or macro trends.

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

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

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

Expenses

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

Except as specifically provided below, all investment professionals and staff of the Adviser, when and to the extent engaged in providing investment advisory and management services to us, the base compensation, bonus and benefits, and the routine overhead expenses of such personnel allocable to such services, are provided and paid for by the Adviser. In addition, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by the Company or its affiliates in connection with the offering of securities by the Company. We bear our allocable portion of the costs of the compensation, benefits and related administrative expenses (including travel expenses) of our officers who provide operational and administrative services hereunder, their respective staffs and other professionals who provide services to us (including, in each case, employees of the Adviser or an affiliate) who assist with the preparation, coordination, and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to us. We shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to such individuals (based on a percentage of time such individuals devote, on an estimated basis, to our business affairs and in acting on our behalf). We also will bear all other costs and expenses of our operations, administration and transactions, including, but not limited to (i) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Investment Advisory Agreement; (ii) our allocable portion of overhead and other expenses incurred by the Adviser in performing its administrative obligations under the Investment Advisory

Agreement and the Administration Agreement; and (iii) all other costs and expenses of our operations and transactions including, without limitation, those relating to:

•the cost of our organization and any offerings;

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

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

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

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

•costs of hedging;

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

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

•fees and expenses associated with marketing efforts;

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

•federal, state and local taxes;

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

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

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

•commissions and other compensation payable to brokers or dealers;

•research and market data;

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

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

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

•costs of winding up;

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

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

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

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

Leverage

The amount of leverage we use in any period depends on a variety of factors, including cash available for investing, the cost of financing and general economic and market conditions. WeOn June 4, 2020, we received shareholder approval that allows us to reduce our asset coverage ratio from 200% to 150% effective as of June 5, 2020. As a result, we are generally permitted, under specified conditions, to issue multiple classes of indebtedness and one class of stock senior to the common stock if our asset coverage, as defined in the 1940 Act, would at least be equal to 150% immediately after each such

issuance. This ~~means that generally,~~reduced asset coverage ratio permits us to double the amount of leverage we can incur. For example, under a 150% asset coverage ratio we may borrow $2 for investment purposes of every $1 of investor equity whereas under a 200% asset coverage ratio we may only borrow $1 for investment purposes for every $1 of investor equity. Our current target leverage ratio is ~~0.90x-1.25x.~~

0.90x-1.25x debt-to-equity. As of June 30, 2022, we had net leverage of 0.72x debt-to-equity.

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

Market Trends

We believe the middle-market lending environment provides opportunities for us to meet our goal of making investments that generate attractive risk-adjusted ~~returns based on a combination of the following factors, which continue to remain true in the current environment, with the economic shutdown resulting from the COVID-19 national health emergency.~~

returns.

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

Capital Markets Have Been Unable to Fill the Void in U.S. Middle Market Finance Left by Banks. While underwritten bond and syndicated loan markets have been robust in recent years, middle market companies are less able to access these markets for reasons including the following:

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

Syndicated Loan Market – While the syndicated loan market is modestly more accommodating to middle market issuers, as with bonds, loan issue size and liquidity are key drivers of institutional appetite and, correspondingly, underwriters’ willingness to underwrite the loans. Loans arranged through a bank are done either on a “best efforts” basis or are underwritten with terms plus provisions that permit the underwriters to change certain terms, including pricing, structure, yield and tenor, otherwise known as “flex”, to successfully syndicate the loan, in the event the terms initially marketed are insufficiently attractive to investors. Furthermore, banks are generally reluctant to underwrite middle market loans because the arrangement fees they may earn on the placement of the debt generally are not sufficient to meet the banks’ return hurdles. Loans provided by companies such as ours provide certainty to issuers in that we can commit to a given amount of debt on specific terms, at stated coupons and with agreed upon fees. As we are the ultimate holder of the loans, we do not require market “flex” or other arrangements that banks may require when acting on an agency basis.

Robust Demand for Debt Capital. We believe U.S. middle market companies will continue to require access to debt capital to refinance existing debt, support growth and finance acquisitions. In addition, we believe the large amount of uninvested capital held by funds of private equity firms broadly, estimated by Preqin Ltd., an alternative assets industry data and research company, to be ~~$1.5~~$1.7 trillion as of ~~October 2020,~~January 2022, will continue to drive deal activity. We expect that private equity sponsors will continue to pursue acquisitions and leverage their equity investments with secured loans provided by companies such as us.

The Middle Market is a Large Addressable Market. According to GE Capital’s National Center for the Middle Market 2nd quarter ~~2020~~2021 Middle Market Indicator, there are approximately 200,000 U.S. middle market companies, which have approximately 48 million aggregate employees. Moreover, the U.S. middle market accounts for one-third of private sector gross domestic product (“GDP”). GE defines U.S. middle market companies as those between $10 million and $1 billion in annual revenue, which we believe has significant overlap with our definition of U.S. middle market companies.

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

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

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

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

Portfolio and Investment Activity

As of June 30, ~~2021,~~2022, based on fair value, our portfolio consisted of ~~69.3%~~79.2% first lien senior secured debt investments (of which ~~50.4%~~71.9% we consider to be unitranche debt investments (including “last out” portions of such loans)), ~~19.8%~~13.1% second lien senior secured debt investments, ~~5.4%~~1.7% unsecured debt investments, ~~4.1%~~3.6% preferred equity investments and ~~1.4%~~2.4% common equity investments.

As of June 30, ~~2021,~~2022, our weighted average total yield of the portfolio at fair value and amortized cost was ~~7.9%~~8.6% and ~~8.0%~~8.4%, respectively, and our weighted average yield of accruing debt and income producing securities at fair value and amortized cost was ~~8.0%~~8.8% and ~~8.1%~~8.6%, respectively.

As of June 30, ~~2021,~~2022, we had investments in 44117 portfolio companies with an aggregate fair value of ~~$873.6 million.~~

~~Based on current market conditions,~~$3.0 billion.

We expect the pace of our ~~investment activities, including~~ originations to vary. In periods with lower repayment volume, the pace of our originations is expected to slow. Currently, rapidly rising interest rates, reduced refinancing activity and ~~repayments, may vary. Currently, the strength of the financing and~~market uncertainty has led to a decline in merger and acquisitions ~~markets, coupled with the improved operational and financial performance of portfolio companies as COVID restrictions have eased,~~activity which in turn has led to ~~increased~~decreased repayments and originations over the quarter. We continue to focus on investing in recession resistant industries that we are familiar with, including service oriented sectors such as software, insurance, and ~~an active pipeline~~healthcare, and the credit quality of ~~investment opportunities and an increased demand for~~our portfolio remains consistent. In addition, Owl Rock continues to have the opportunity to invest in large unitranche ~~debt investments.~~

transactions in excess of $1 billion in size which gives us the ability to structure the terms and spreads of such deals.

We are continuing to monitor the effect that market volatility, including as a result of a rising interest rate environment may have on our portfolio companies and our investment activities. We believe that the rapid rise in interest rates will meaningfully benefit our net investment income in the third quarter as we begin to see the effect of interest rates exceeding our interest rate floors.

Our investment activity for the three months ended June 30, ~~2021~~2022 and ~~2020~~2021 is presented below (information presented herein is at par value unless otherwise indicated).

For the Three Months Ended June, 30

($ in thousands)

2021

2020

New investment commitments

Gross originations

$
389,073

$
6,947

Less: Sell downs

(4,125
)

—

Total new investment commitments

$
384,948

$
6,947

Principal amount of investments funded:

First-lien senior secured debt investments

$
212,532

$
5,083

Second-lien senior secured debt investments

84,500

1,267

Unsecured debt investments

—

200

Preferred equity investments

32,956

—

Common equity investments

4,376

—

Total principal amount of investments funded

$
334,364

$
6,550

Principal amount of investments sold or repaid:

First-lien senior secured debt investments

$
(3,000
)

$
—

Second-lien senior secured debt investments

—

—

Unsecured debt investments

—

—

Preferred equity investments

—

—

Common equity investments

—

—

Total principal amount of investments sold or repaid

$
(3,000
)

$
—

Number of new investment commitments in new portfolio companies⁽¹⁾

16

3

Average new investment commitment amount

$
22,320

$
2,316

Weighted average term for new debt investment commitments (in years)

6.1

5.5

Percentage of new debt investment commitments at
   floating rates

100.0
%

53.9
%

Percentage of new debt investment commitments at
   fixed rates

0.0
%

46.1
%

Weighted average interest rate of new debt investment
   commitments⁽²⁾

7.1
%

7.5
%

Weighted average spread over LIBOR of new floating rate debt investment commitments

6.3
%

7.8
%

~~________________~~

~~(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 LIBOR, which was 0.15% and 0.30% as of June 30, 2021 and 2020, respectively.~~


	For the Three Months Ended June 30,
($ in thousands)	2022			2021
New investment commitments
Gross originations	$	144,075		$	389,073
Less: Sell downs	(10,858)			(4,125)
Total new investment commitments	$	133,217		$	384,948
Principal amount of investments funded:
First-lien senior secured debt investments	$	51,950		$	212,532
Second-lien senior secured debt investments	883			84,500
Unsecured debt investments	7,887			—
Preferred equity investments	19,077			32,956
Common equity investments	2,954			4,376
Total principal amount of investments funded	$	82,751		$	334,364
Principal amount of investments sold or repaid:
First-lien senior secured debt investments	$	(205)		$	(3,000)




Total principal amount of investments sold or repaid	$	(205)		$	(3,000)
Number of new investment commitments in new portfolio companies(1)	14			16
Average new investment commitment amount	$	9,515		$	22,320
Weighted average term for new debt investment commitments (in years)	6.2			6.1
Percentage of new debt investment commitments at floating rates	100.0		%	100.0		%
Percentage of new debt investment commitments at fixed rates	—		%	—		%
Weighted average interest rate of new debt investment commitments(2)	9.0		%	7.1		%
Weighted average spread over applicable base rate of new floating rate debt investment commitments	6.7		%	6.3		%

________________

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

(2)Assumes each floating rate commitment is subject to the greater of the interest rate floor (if applicable) or 3-month LIBOR, which was 2.29% and 0.15% as of June 30, 2022 and 2021, respectively.

As of June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, our investments consisted of the following:

June 30, 2021

December 31, 2020

($ in thousands)

Amortized Cost

Fair Value

Amortized Cost

Fair Value

First lien senior secured debt investments

602,151

605,707

⁽¹⁾

306,652

308,112

⁽¹⁾
Second-lien senior secured debt investments

171,729

172,850

89,058

89,245

Unsecured debt investments

44,730

46,360

19,288

20,308

Preferred equity investments⁽²⁾

36,203

36,177

3,694

3,693

Common equity investments⁽²⁾

11,646

12,464

5,851

5,851

Total Investments

$
866,459

$
873,558

$
424,543

$
427,209

~~________________~~

~~(1)~~

~~50.4% and 45.7% of which we consider unitranche loans as of June 30, 2021 and December 31, 2020, respectively.~~

~~(2)~~

~~As of December 31, 2021, Preferred and Common equity investments were presented in aggregate as Equity investments.~~


	June 30, 2022					December 31, 2021
($ in thousands)	Amortized Cost		Fair Value			Amortized Cost		Fair Value
First-lien senior secured debt investments	$	2,419,272	$	2,390,281	(1)	$	2,282,500	$	2,285,599	(1)
Second-lien senior secured debt investments	409,604		392,248			406,308		407,932
Unsecured debt investments	57,122		51,829			46,687		46,620
Preferred equity investments	114,703		109,162			82,903		83,788
Common equity investments	75,520		73,182			71,431		73,098
Total Investments	$	3,076,221	$	3,016,702		$	2,889,829	$	2,897,037

________________

(1)71.9% and 67.1% of which we consider unitranche loans as of June 30, 2022 and December 31, 2021, respectively.

The table below describes investments by industry composition based on fair value as of June 30, ~~2021~~2022 and December 31, ~~2020:~~

2021:

	June 30, 2021			December 31, 2020
								June 30, 2022		December 31, 2021
Advertising and media							Advertising and media	2.7	%	2.8	%
Aerospace and defense		2.3	%		-	%	Aerospace and defense	0.4		0.5
Automotive		3.6			-		Automotive	2.1		2.3
Buildings and real estate		1.5			-		Buildings and real estate	3.7		3.4
Business services		4.4			8.9		Business services	7.0		6.8
Chemicals		4.9			1.5		Chemicals	2.7		2.9
Consumer products		6.7			3.6		Consumer products	3.5		3.8
Containers and packaging							Containers and packaging	3.6		3.6
Distribution		4.5			9.2		Distribution	1.9		1.5
Education		1.7			-		Education	0.7		0.7
Financial services		7.2			8.6		Financial services	6.0		6.3
Food and beverage		11.4			9.7		Food and beverage	4.5		3.5
Healthcare equipment and services		7.7			8.3		Healthcare equipment and services	3.3		3.5
Healthcare providers and services		5.8			8.0		Healthcare providers and services	6.7		7.6
Healthcare technology		1.1			5.7		Healthcare technology	6.9		6.9
Household products		2.8			-		Household products	1.1		0.8
Human resource support services		0.1			0.2		Human resource support services	4.0		4.4
Infrastructure and environmental services							Infrastructure and environmental services	0.0		—
Insurance		6.0			0.9		Insurance	9.7		10.1
Internet software and services		14.9			21.5		Internet software and services	15.8		14.4
Leisure and entertainment							Leisure and entertainment	2.3		2.4
Manufacturing		6.2			12.2		Manufacturing	3.4		3.5
Professional services		1.7			-		Professional services	2.1		2.2
Specialty retail		4.7			-		Specialty retail	5.4		5.5
Telecommunications		0.8			1.7		Telecommunications	0.2		0.3
Transportation							Transportation	0.3		0.3
Total		100.0	%		100.0	%	Total	100.0	%	100.0	%

The table below describes investments by geographic composition based on fair value as of June 30, ~~2021~~2022 and December 31, ~~2020:~~

2021:


	June 30, 2021			December 31, 2020				June 30, 2022		December 31, 2021
United States:							United States:
Midwest		13.6	%		15.6	%	Midwest	21.3	%	20.7	%
Northeast		24.6			15.1		Northeast	16.2		16.9
South		30.0			37.9		South	30.4		30.7
West		23.3			24.0		West	24.3		23.3
International		8.5			7.4	⁽¹⁾	International	7.8		8.4
Total		100.0	%		100.0	%	Total	100.0	%	100.0	%

~~________________~~

~~(1)~~

~~As of December 31, 2020, the geographic composition of International was fully comprised of the United Kingdom.~~

The weighted average yields and interest rates of our investments at fair value as of June 30, ~~2021~~2022 and December 31, ~~2020~~2021 were as follows:


	June 30, 2021			December 31, 2020				June 30, 2022		December 31, 2021
Weighted average total yield of portfolio		7.9	%		8.4	%	Weighted average total yield of portfolio	8.6	%	7.4	%
Weighted average total yield of debt and income producing securities		8.0	%		8.5	%	Weighted average total yield of debt and income producing securities	8.8	%	7.6	%
Weighted average interest rate of debt securities		7.6	%		8.0	%	Weighted average interest rate of debt securities	8.2	%	7.2	%
Weighted average spread over LIBOR of all floating rate investments		6.7	%		7.1	%
Weighted average spread over base rate of all floating rate investments							Weighted average spread over base rate of all floating rate investments	6.4	%	6.4	%

The weighted average yield of our debt and income producing securities is not the same as a return on investment for our shareholders but, rather, relates to our investment portfolio and is calculated before the payment of all of our and our subsidiaries’ fees and expenses. The weighted average yield was computed using the effective interest rates as of each respective date, including

accretion of original issue discount and loan origination fees, but excluding investments on non-accrual status, if any. There can be no assurance that the weighted average yield will remain at its current level.

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

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

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

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

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

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

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

~~Investment Rating~~ 1		~~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
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
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
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
5		Investments rated 5 involve a borrower performing substantially below expectations and indicates that the loan’s risk has increased substantially since origination or acquisition. Most or all of the debt covenants are out of compliance and payments are substantially delinquent. Loans rated 5 are not anticipated to be repaid in full and we will reduce the fair market value of the loan to the amount we anticipate will be recovered.

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

The following table shows the composition of our portfolio on the 1 to 5 rating scale as of June 30, ~~2021~~2022 and December 31, ~~2020:~~

2021:


	June 30, 2022				December 31, 2021
Investment Rating	Investments at Fair Value		Percentage of Total Portfolio		Investments at Fair Value		Percentage of Total Portfolio
($ in thousands)
1	$	231,518	7.7	%	$	105,702	3.7	%
2	2,736,042		90.7		2,755,637		95.1
3	27,942		0.9		35,698		1.2
4	21,200		0.7		—		—
5	—		—		—		—
Total	$	3,016,702	100.0	%	$	2,897,037	100.0	%

June 30, 2021

December 31, 2020

Investment Rating

Investments
at Fair Value

Percentage of
Total Portfolio

Investments
at Fair Value

Percentage of
Total Portfolio

($ in thousands)

1

$
12,263

1.4

%
$
—

—

%
2

861,295

98.6

427,209

100.0

3

—

—

—

—

4

—

—

—

—

5

—

—

—

—

Total

$
873,558

100.0

%
$
427,209

100.0

%

The following table shows the amortized cost of our performing and non-accrual debt investments as of June 30, ~~2021~~2022 and December 31, ~~2020:~~

2021:


	June 30, 2021					December 31, 2020						June 30, 2022				December 31, 2021
($ in thousands)	Amortized Cost		Percentage			Amortized Cost		Percentage			($ in thousands)	Amortized Cost		Percentage		Amortized Cost		Percentage
Performing	$	818,610		100.0	%	$	414,998		100.0	%	Performing	$	2,885,998	100.0	%	$	2,735,495	100.0	%
Non-accrual		—		—			—		—		Non-accrual	—		—		—		—
Total	$	818,610		100.0	%	$	414,998		100.0	%	Total	$	2,885,998	100.0	%	$	2,735,495	100.0	%

Results of Operations

~~We were initially capitalized on June 4, 2020 and commenced operations on June 5, 2020.~~

The following table represents the operating results for the three and six months ended June 30, ~~2021~~2022 and ~~2020:~~

2021:


	Three Months Ended June 30,					Six Months Ended June 30,						Three Months Ended June 30,				Six Months Ended June 30,
($ in millions)	2021		2020			2021		2020			($ in millions)	2022		2021		2022		2021
Total Investment Income	$	14.6	$	-		$	24.8	$	-		Total Investment Income	$	58.6	$	14.6	$	114.8	$	24.8
Less: Operating expenses		4.6		1.0			7.7		1.0		Less: Operating expenses	17.1		4.6		32.0		7.7
Net Investment Income (Loss) Before Taxes		10.0		(1.0	)		17.1		(1.0	)	Net Investment Income (Loss) Before Taxes	41.5		10.0		82.8		17.1
Less: Income taxes (benefit), including excise taxes		-		-			-		-		Less: Income taxes (benefit), including excise taxes	0.1		0.0		0.5		0.0
Net Investment Income (Loss) After Taxes	$	10.0	$	(1.0	)	$	17.1	$	(1.0	)	Net Investment Income (Loss) After Taxes	$	41.4	$	10.0	$	82.3	$	17.1
Net change in unrealized gain (loss)		2.6		0.1			4.1		0.1		Net change in unrealized gain (loss)	(45.9)		2.6		(61.4)		4.1
Net realized gain (loss)		0.2		-			0.4		-		Net realized gain (loss)	0.0		0.2		0.9		0.4
Net Increase (Decrease) in Net Assets Resulting from Operations	$	12.8	$	(0.9	)	$	21.6	$	(0.9	)	Net Increase (Decrease) in Net Assets Resulting from Operations	$	(4.5)	$	12.8	$	21.8	$	21.6

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. ~~Additionally, we were initially capitalized on~~ For the quarter ended June ~~4, 2020 and commenced investing activities on June 17, 2020. As a result, comparisons may not be meaningful.~~

30, 2022, our net asset value per share decreased slightly, primarily driven by market spreads widening.

Investment Income

Investment income for the three and six months ended June 30, ~~2021~~2022 and ~~2020~~2021 was as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
($ in millions)	2022		2021		2022		2021
Interest income (excluding PIK interest income)	$	48.0	$	12.3	$	94.5	$	21.3
PIK interest income	7.5		1.5		14.1		2.4
Other income	3.1		0.8		6.2		1.1
Total investment income	$	58.6	$	14.6	$	114.8	$	24.8

Three Months Ended June 30,

Six Months Ended June 30,

($ in millions)

2021

2020

2021

2020

Interest income (excluding PIK interest income)

$
12.3

$
-

$
21.3

$
-

PIK interest income

1.5

-

2.4

-

Other income

0.8

-

1.1

-

Total investment income

$
14.6

$
-

$
24.8

$
-

For the three months ended June 30, 2022 and 2021

Investment income increased by $44.0 million for the three months ended June 30, 2022 primarily due to an increase in interest income as a result of an increase in our debt investment portfolio which, at par, increased from $832.3 million as of June 30, 2021, to $2.9 billion as of June 30, 2022. 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, and an increase in dividend income driven by an increase in our portfolio of dividend income-producing investments. Payment-in-kind interest and dividend income represented approximately 16.5% of investment income for the three months ended June 30, 2022. Based on current market conditions, we expect repayments, and in turn, originations, to remain modest.

For the six months ended June 30, 2022 and 2021

Investment income increased by $90.0 million for the six months ended June 30, 2022 primarily due to an increase in interest income as a result of an increase in our debt investment portfolio which, at par, increased from $832.3 million as of June 30, 2021, ~~was $14.6 million and $24.8 million, respectively, substantially all~~to $2.9 billion as of ~~which consisted of interest from investments.~~June 30, 2022. Included in interest income are other fees such as prepayment fees and accelerated amortization of upfront fees from unscheduled paydowns. Income generated from these fees was $1.1 million for the six months ended June 30, 2022. For the six months ended June 30, 2022, income generated from one-time prepayment fees was $0.5 million. 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, and an increase in dividend income driven by an increase in our portfolio of dividend income-producing investments. Payment-in-kind interest and dividend income represented approximately ~~14%~~15.9% of investment income for the ~~three~~six months ended June 30, ~~2021.~~

As2022. Based on current market conditions, we ~~were~~expect repayments, and in ~~the development stage through June 30, 2020, no revenues were earned during periods prior~~turn, originations, to ~~July 1, 2020.~~

remain modest.

Expenses

Expenses for the three and six months ended June 30, ~~2021~~2022 and ~~2020~~2021 were as follows:


	Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended June 30,				Six Months Ended June 30,
($ in millions)	2021		2020		2021		2020		($ in millions)	2022		2021		2022		2021
Initial organization	$	-	$	0.7	$	-	$	0.7

Interest expense		2.6		-		4.0		-	Interest expense	$	11.5	$	2.6	$	20.8	$	4.0
Management fee		0.8		-		1.3		-	Management fee	3.7		0.8		7.4		1.3
Professional fees		0.5		0.1		1.0		0.1	Professional fees	1.0		0.5		2.0		1.0
Directors' fees		0.3		0.1		0.6		0.1	Directors' fees	0.3		0.3		0.6		0.6
Other general and administrative		0.4		0.1		0.8		0.1	Other general and administrative	0.6		0.4		1.2		0.8
Total operating expenses	$	4.6	$	1.0	$	7.7	$	1.0	Total operating expenses	$	17.1	$	4.6	$	32.0	$	7.7

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

For the three months ended June 30, ~~2021~~2022 and ~~2020~~

2021

Total expenses increased by ~~$3.6~~$12.5 million for the three months ended June 30, ~~2021~~2022 due to an increase in management fees, interest expense and other expenses of ~~$0.8~~$2.9 million, ~~$2.6~~$8.9 million and ~~$0.9~~$0.7 million, ~~respectively, partially offset~~respectively. The increase in interest expense was driven by ~~initial organization expenses incurred during~~an increase in average daily borrowings to $1.3 billion from $0.4 billion period over period, as well as an increase in the ~~three months ended~~average interest rate to 3.1% from 2.3% period over period. Management fees increased primarily due to an increase in our investment portfolio, which at fair value, increased from $873.6 million as of June 30, ~~2020~~2021, to $3.0 billion as of ~~$0.7 million.~~

June 30, 2022.

For the six months ended June 30, ~~2021~~2022 and ~~2020~~

2021

Total expenses increased by ~~$6.7~~$24.3 million for the six months ended June 30, ~~2021~~2022 due to an increase in management fees, interest expense and other expenses of ~~$1.3~~$6.1 million, ~~$4.0~~$16.8 million and ~~$2.1~~$1.4 million, ~~respectively, partially offset~~respectively. The increase in interest expense was driven by ~~initial organization expenses incurred during~~an increase in average daily borrowings to $1.3 billion from $0.3 billion period over period, as well as an increase in the ~~six months ended~~average interest rate to 2.9% from 2.4% period over period. Management fees increased primarily due to an increase in our investment portfolio, which at fair value, increased from $873.6 million as of June 30, ~~2020~~2021, to $3.0 billion as of ~~$0.7 million.~~

June 30, 2022.

Income Taxes, Including Excise Taxes

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

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

For the three and six months ended June 30, 2022, we accrued U.S. federal excise tax of $126.0 thousand and $539.3 thousand, respectively. For the three and six months ended June 30, 2021, we accrued U.S. federal excise tax of $33.1 thousand and $66.1 thousand, respectively. ~~For the three and six months ended June 30, 2020, we did not accrue U.S. federal excise tax.~~

Net Change in Unrealized Gains (Losses)

We fair value our portfolio investments quarterly and any changes in fair value are recorded as unrealized gains or losses. During the three and six months ended June 30, ~~2021~~2022 and ~~2020,~~2021, net change in unrealized gains (losses) were comprised of the following:


	Three Months Ended June 30,					Six Months Ended June 30,						Three Months Ended June 30,				Six Months Ended June 30,
($ in millions)	2021			2020		2021			2020		($ in millions)	2022		2021		2022		2021
Net change in unrealized gain (loss) on investments	$	2.6		$	0.1	$	4.4		$	0.1	Net change in unrealized gain (loss) on investments	$	(45.8)	$	2.6	$	(61.3)	$	4.4
Net change in translation of assets and liabilities in foreign currencies		(0.0	)		-		(0.3	)		-	Net change in translation of assets and liabilities in foreign currencies	(0.1)		—		(0.1)		(0.3)
Net change in unrealized gain (loss)	$	2.6		$	0.1	$	4.1		$	0.1	Net change in unrealized gain (loss)	$	(45.9)	$	2.6	$	(61.4)	$	4.1

For the three months ended June 30, ~~2021~~2022 and ~~2020~~

2021

For the three months ended June 30, ~~2021,~~2022, the net change in unrealized gain (loss) was primarily driven by ~~an increase~~a decrease in the fair value of our debt investments as compared to March 31, ~~2021.~~2022. As of June 30, ~~2021,~~2022, the fair value of our debt investments as a percentage of principal was ~~99.1%~~97.0%, as compared to ~~99.1%~~98.1% as of March 31, ~~2021.~~

2022. The primary driver of our portfolio’s unrealized loss was due to current market conditions, including public market volatility, and credit spreads widening across the broader markets.

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


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

For the six months ended June 30, ~~2021~~2022 and ~~2020~~

2021

For the six months ended June 30, ~~2021,~~2022, the net change in unrealized gain (loss) was primarily driven by ~~an increase~~a decrease in the fair value of our debt investments as compared to December 31, ~~2020.~~2021. As of June 30, ~~2021,~~2022, the fair value of our debt investments as a percentage of principal was ~~99.1%~~97.0%, as compared to ~~98.7%~~98.6% as of December 31, ~~2020.~~

2021. The primary driver of our portfolio’s unrealized loss was due to current market conditions, including public market volatility, and credit spreads widening across the broader markets.

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


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

Net Realized Gains (Losses)

The realized gains and losses on fully exited portfolio companies, partially exited portfolio companies and foreign currency transactions during the three and six months ended June 30, ~~2021~~2022 and ~~2020~~2021 were comprised of the following:

Three Months Ended June 30,

Six Months Ended June 30,

($ in millions)

2021

2020

2021

2020

Net realized gain (loss) on investment

$
0.2

$
—

$
0.2

$
—

Net realized gain (loss) on foreign currency transactions

$
—

$
—

$
0.2

$
—

Net realized gain (loss)

$
0.2

$
—

$
0.4

$
—


	Three Months Ended June 30,				Six Months Ended June 30,
($ in millions)	2022		2021		2022		2021
Net realized gain (loss) on investments	$	0.0	$	0.2	$	0.9	$	0.2
Net realized gain (loss) on foreign currency transactions	0.0		0.0		0.0		0.2
Net realized gain (loss)	$	0.0	$	0.2	$	0.9	$	0.4

Realized Gross Internal Rate of Return

Since we began investing in 2020 through June 30, 2022, our exited investments have resulted in an aggregate cash flow realized gross internal rate of return to us of over 15.2% (based on total capital invested of $164.6 million and total proceeds from these exited investments of $177.4 million). Eighty-seven percent of these exited investments resulted in an aggregate cash flow realized gross internal rate of return (“IRR”) to us of 10% or greater.

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

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

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

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

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

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

Financial Condition, Liquidity and Capital Resources

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

We may from time to time enter into additional debt facilities, increase the size of our existing credit ~~facility~~facilities or issue additional debt securities. Additional financings could include SPV drop down facilities and unsecured notes. Any such incurrence or issuance would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions and other factors. In accordance with the 1940 Act, with certain limited exceptions, we are only allowed to incur borrowings, issue debt securities or issue preferred stock, if immediately after the borrowing or issuance, the ratio of total assets (less total liabilities other than indebtedness) to total indebtedness plus preferred stock, is at least 150%. As of June 30, ~~2021,~~2022, our asset coverage ratio was ~~195%~~233%. We seek to carefully consider our unfunded commitments for the purpose of planning our ongoing financial leverage. Further, we maintain sufficient borrowing capacity within the 150% asset coverage limitation to cover any outstanding unfunded commitments we are required to fund.

Cash as of June 30, ~~2021,~~2022, taken together with our ~~uncalled Capital Commitments of $1.1 billion and~~ available debt capacity of ~~$82.0~~$419.6 million, is expected to be sufficient for our investing activities and to conduct our operations in the near term.

Our long-term cash needs will include principal payments on outstanding indebtedness and funding of additional portfolio investments. Funding for long-term cash needs will come from unused net proceeds from financing activities. We believe that our liquidity and sources of capital are adequate to satisfy our short and long-term cash requirements. We cannot, however, be certain that these sources of funds will be available at a time and upon terms acceptable to us in sufficient amounts in the future.

As of June 30, ~~2021,~~2022, we had ~~$42.0~~$53.1 million in cash. During the six months ended June 30, ~~2021,~~2022, we used ~~$426.4~~$94.7 million in cash for operating activities, primarily as a result of funding portfolio investments of ~~$488.7~~$260.5 million, partially offset by sales and repayments of ~~$51.1~~$98.7 million and other operating activity of ~~$11.2~~$67.1 million. Lastly, cash provided by financing activities was ~~$385.8~~$120.6 million ~~during~~during the period, which was the result of proceeds from the issuance of shares, net of offering costs paid, of ~~$154.7~~$117.7 million ~~and~~and proceeds from net borrowings on our credit ~~facility,~~facilities, net of debt issuance costs, of ~~$238.0~~$56.4 million, partially offset by distributions paid of ~~$6.9~~$53.5 million.

Equity

Subscriptions and Drawdowns

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

On June 4, 2020, the Company issued 100 common shares for $1,500 to Owl Rock Diversified Advisors LLC.

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

During the six months ended June 30, 2022, we delivered the following capital call notices to investors:


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

During the six months ended June 30, 2021, we delivered the following capital call notices to investors:


Capital Drawdown Notice Date	Common Share Issuance Date	Number of Common Shares Issued	Aggregate Offering Price
April 30, 2021	May 13, 2021	10,176,391	150,000,000
Total		10,176,391	$	150,000,000

~~On June 24, 2021, we delivered a capital drawdown notice to our investors relating to~~

Distributions

The following table reflects the ~~sale of approximately 8,474,576~~distributions declared on shares of our common stock ~~par value $0.01 per share, expected to close on or about July 8, 2021, for an aggregate offering price of $125.0 million.~~

~~During~~during the six months ended June 30, ~~2020, we delivered the following capital call notices to investors:~~

2022:

Capital Drawdown Notice Date

Common Share Issuance Date

Number of Common Shares Issued

Aggregate Offering Price

June 17, 2020

June 30, 2020

1,000,000

15,000,000

Total

1,000,000

$
15,000,000

June 30, 2022

Date Declared

Record Date

Payment Date

Distribution per Share

May 3, 2022

June 30, 2022

August 15, 2022

0.30

February 23, 2022

March 31, 2022

May 13, 2022

0.33

~~Distributions~~

The following table reflects the distributions declared on shares of our common stock during the six months ended June 30, 2021:

June 30, 2021

Date Declared

Record Date

Payment Date

Distribution per Share

May 5, 2021

June 30, 2021

August 13, 2021

$
0.31

February 23, 2021

March 31, 2021

May 14, 2021

$
0.33

June 30, 2021

Date Declared

Record Date

Payment Date

Distribution per Share

May 5, 2021

June 30, 2021

August 13, 2021

0.31

February 23, 2021

March 31, 2021

May 14, 2021

0.33

~~The Board did not declare a distribution for the six months ended June 30, 2020.~~

Dividend Reinvestment

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

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

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

Date Declared

Record Date

Payment Date

February 23, 2022

March 31, 2022

May 13, 2022

484,928

November 2, 2021

December 31, 2021

January 31, 2022

382,099

The following table reflects the common stock issued pursuant to the dividend reinvestment plan during the six months ended June 30, 2021:

~~Date Declared~~

~~Record Date~~

~~Payment Date~~

~~Shares~~

Date Declared

Record Date

Payment Date

February 23, 2021

March 31, 2021

May 14, 2021

96,564

~~96,564~~

December 31, 2020

January 29, 2021

30,532

~~30,532~~

~~There was no common stock issued pursuant to the dividend reinvestment plan during the six months ended June 30, 2020.~~

Debt

Aggregate Borrowings

Debt obligations consisted of the following as of June 30, ~~2021~~2022 and December 31, ~~2020:~~

~~________________~~

~~(1)~~

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

2021:

~~(2)~~

~~The carrying value of the Company’s Subscription Credit Facility is presented net of deferred financing costs of $3.7 million.~~


	June 30, 2022
($ in thousands)	Aggregate Principal Committed		Outstanding Principal		Amount Available(1)		Net Carrying Value(2)
Revolving Credit Facility(3)	$	450,000	$	176,366	$	273,634	$	172,518
SPV Asset Facility I	$	625,000	$	575,000	$	25,927	$	569,095
SPV Asset Facility II	$	350,000	$	230,000	$	120,000	$	227,540
2027 Notes	$	325,000	$	325,000	$	—	$	321,201

Total Debt	$	1,750,000	$	1,306,366	$	419,561	$	1,290,354

~~(3)~~

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

________________

~~(1)~~

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

~~(2)~~

~~(3)~~

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

~~For~~

(2)~~the~~ ~~three and six months ended June 30, 2021 and 2020,~~The carrying value of the ~~components of interest expense were as follows:~~

Three Months Ended June 30,

Six Months Ended June 30,

($ in thousands)

2021

2020

2021

2020

Interest expense

$
2,169

$
—

$
3,263

$
—

Amortization of debt issuance costs

425

—

763

—

Total Interest Expense

$
2,594

$
—

$
4,026

$
—

Average interest rate

2.3

%

0.0

%

2.4

%

0.0

%
Average daily borrowings

$
365,274

$
-

$
267,914

$
-

~~We entered into the Subscription~~Company’s Revolving Credit Facility, ~~subsequent~~SPV Asset Facility I, SPV Asset Facility II, and 2027 Notes are presented net of deferred financing costs of $3.8 million, $5.9 million, $2.5 million, and $3.8 million, respectively.

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


	December 31, 2021
($ in thousands)	Aggregate Principal Committed		Outstanding Principal		Amount Available(1)		Net Carrying Value(2)
Revolving Credit Facility(3)	$	450,000	$	215,656	$	234,344	$	211,373
SPV Asset Facility I	$	625,000	$	575,000	$	24,665	$	572,676
SPV Asset Facility II	$	350,000	$	135,000	$	15,139	$	132,286
2027 Notes	$	325,000	$	325,000	$	—	$	321,151
Promissory Note	$	250,000	$	—	$	250,000	$	—
Total Debt	$	2,000,000	$	1,250,656	$	524,148	$	1,237,486

________________

(1)The amount available reflects any limitations related to ~~June 30, 2020,~~each credit facility’s borrowing base.

(2)The carrying value of the Company’s Revolving Credit Facility, SPV Asset Facility I, SPV Asset Facility II and ~~therefore there was no interest expense for~~2027 Notes are presented net of deferred financing costs of $4.3 million, $2.3 million, $2.7 million and $3.8 million, respectively.

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

For the three and six months ended June 30, ~~2020.~~

2022 and 2021, the components of interest expense were as follows:


	For the Three Months Ended June 30,						For the Six Months Ended June 30,
($ in thousands)	2022			2021			2022			2021
Interest expense	$	10,461		$	2,169		$	19,060		$	3,263
Amortization of debt issuance costs	1,017			425			1,758			763
Total Interest Expense	$	11,478		$	2,594		$	20,818		$	4,026
Average interest rate	3.1		%	2.3		%	2.9		%	2.4		%
Average daily borrowings	$	1,323,119		$	365,274		$	1,299,030		$	267,914

Senior Securities

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

Class and Period

Total Amount Outstanding Exclusive of Treasury Securities⁽¹⁾
($ in millions)

Asset Coverage per Unit⁽²⁾

Involuntary Liquidating Preference per Unit⁽³⁾

Average Market Value per Unit⁽⁴⁾
Subscription Credit Facility

June 30, 2021 (unaudited)

$
468.0

$
1,948

—

N/A
December 31, 2020

$
228.8

$
2,250

—

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.


Class and Period	Total Amount Outstanding Exclusive of Treasury Securities(1) ($ in millions)		Asset Coverage per Unit(2)		Involuntary Liquidating Preference per Unit(3)	Average Market Value per Unit(4)
Subscription Credit Facility(5)
December 31, 2021	$	—	$	—	—	N/A
December 31, 2020	$	228.8	$	2,250	—	N/A
Revolving Credit Facility
June 30, 2022	$	176.4	$	2,334	—	N/A
December 31, 2021	$	215.7	$	2,331	—	N/A
SPV Asset Facility I
June 30, 2022	$	575.0	$	2,334	—	N/A
December 31, 2021	$	575.0	$	2,331	—	N/A
SPV Asset Facility II
June 30, 2022	$	230.0	$	2,334	—	N/A
December 31, 2021	$	135.0	$	2,331	—	N/A
2027 Notes
June 30, 2022	$	325.0	$	2,334	—	N/A
December 31, 2021	$	325.0	$	2,331	—	N/A
Promissory Note(6)
June 30, 2022	$	—	$	2,334	—	N/A
December 31, 2021	$	—	$	2,331	—	N/A

~~(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, as senior securities are not registered for public trading on a stock exchange.~~ (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, as senior securities are not registered for public trading on a stock exchange.

(5)Facility was terminated in 2021.

(6)Facility was terminated in 2022.

Credit Facilities

Revolving Credit Facility

On September 10, 2021, we entered into a senior secured revolving credit agreement (the “Revolving Credit Facility”). The Revolving Credit Facility became effective on September 13, 2021. The parties to the Revolving Credit Facility include us, as Borrower, the lenders from time to time parties thereto (each a “Lender” and collectively, the “Lenders”), the issuing banks from time to time parties thereto (each an "Issuing Bank" and collectively, the "Issuing Banks"), JPMorgan Chase Bank, N.A. as Administrative Agent, JPMorgan Chase Bank, N.A., MUFG Union Bank, N.A. and Sumitomo Mitsui Banking Corporation as Joint Lead Arrangers and Joint Book Runners.

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

The maximum principal amount of the Revolving Credit Facility is $450 million (increased from $375 million on December 22, 2021), subject to availability under the borrowing base, which is based on our portfolio investments and other outstanding indebtedness. Maximum capacity under the Revolving Credit Facility may be increased to $1.1 billion through the exercise by the Borrower of an uncommitted accordion feature through which existing and new lenders may, at their option, agree to provide additional financing. The Revolving Credit Facility is secured by a perfected first-priority interest in substantially all of the portfolio investments held by us and each Guarantor, subject to certain exceptions, and includes a $50 million limit for swingline loans.

The availability period under the Revolving Credit Facility will terminate on September 9, 2025 (“Revolving Credit Facility Commitment Termination Date”) and the Revolving Credit Facility will mature on September 9, 2026 (“Revolving Credit Facility Maturity Date”). During the period from the Revolving Credit Facility Commitment Termination Date to the Revolving Credit Facility Maturity Date, we will be obligated to make mandatory prepayments under the Revolving Credit Facility out of the proceeds of certain asset sales and other recovery events and equity and debt issuances.

We may borrow amounts in U.S. dollars or certain other permitted currencies. Amounts drawn under the Revolving Credit Facility, will bear interest at either LIBOR plus a margin, or the prime rate plus a margin. We may elect either the LIBOR or prime rate at the time of drawdown, and loans may be converted from one rate to another at any time at our option, subject to certain conditions. Further, the Revolving Credit Facility builds in a hardwired approach for the replacement of LIBOR loans in U.S. dollars. For LIBOR loans in other permitted currencies, the Revolving Credit Facility includes customary fallback mechanics for us and the Administrative Agent to select an alternative benchmark, subject to the negative consent of required Lenders. We will also pay a fee of 0.375% on undrawn amounts under the Revolving Credit Facility.

The Revolving Credit Facility includes customary covenants, including certain limitations on the incurrence by us of additional indebtedness and on our ability to make distributions to its shareholders, or redeem, repurchase or retire shares of stock, upon the occurrence of certain events and certain financial covenants related to asset coverage and liquidity and other maintenance covenants, as well as customary events of default.

Subscription Credit Facility

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

~~As of June 30, 2021, the maximum principal amount of the~~

The Subscription Credit Facility ~~was~~permitted the Company to borrow up to $550 million, subject to availability under the borrowing base, which iswas based on unused capital commitments. ~~The Subscription Credit Facility includes a provision permitting us to further increase~~Effective November 12, 2021, the ~~size of~~outstanding balance on the Subscription Credit Facility under certain circumstances up to a maximum principal amount not to exceed $1.0 billion, if the existing or new lenders agree to commit to such further increase, which is referred to as the accordion feature. On September 28, 2020, City National Bank (“City National”) agreed to provide a commitment through the Subscription Credit Facility’s accordion feature, increasing the maximum principal amount ofwas paid in full and the facility ~~from $350 million~~was terminated pursuant to $400 million. On December 15, 2020, California Bank & Trust agreed to provide a commitment through the Subscription Credit Facility’s accordion feature, increasing the maximum principal amount of the facility from $400 million to $425 million. On April 8, 2021, Western Alliance Bank (dba Bridge Bank) agreed to provide a commitment through the Subscription Credit Facility’s accordion feature, increasing the maximum principal amount of the facility from $425 million to $550 million.

its terms.

Borrowings under the Subscription Credit Facility ~~bear~~bore interest, at our election at the time of drawdown, at a rate per annum equal to (i) in the case of LIBOR rate loans, an adjusted LIBOR rate for the applicable interest period plus 2.00% or (ii) in the case of reference rate loans, the greatest of (A) a prime rate plus 1.00%, (B) the federal funds rate plus 1.50%, and (C) one-month LIBOR plus 1.00%. ~~We generally borrow utilizing LIBOR loans, generally electing one-month LIBOR upon borrowing.~~ Loans ~~may~~were able to be converted from one rate to another at any time at our election, subject to certain conditions. We predominantly borrowed utilizing LIBOR loans, generally electing one-month LIBOR upon borrowing. We also ~~will pay~~paid an unused commitment fee of 0.25% per annum on the unused commitments.

~~The Subscription Credit Facility will mature upon~~

SPV Asset Facilities

Certain of our wholly owned subsidiaries are parties to credit facilities (the “SPV Asset Facilities”). Pursuant to the ~~earliest of: (i)~~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 ~~date three (3) years~~wholly owned subsidiaries. No gain or loss is recognized as a result of these contributions. Proceeds from the ~~Closing Date (the “Stated Maturity Date”); (ii)~~SPV Asset Facilities are used to finance the ~~date upon which~~origination and acquisition of eligible assets by the ~~Administrative Agent declares~~wholly owned subsidiary, including the ~~obligations under the Subscription Credit Facility due and payable after the occurrence~~purchase of ~~an event of default; (iii) forty-five (45) days prior~~such assets from us. We retain a residual interest in assets contributed to or acquired to the ~~scheduled termination~~wholly owned subsidiary through our ownership of the commitment period under our subscription agreements; (iv) forty-five (45) days prior to the date of any listing of our common stock on a national securities exchange and certain other liquidity events; (v) the termination of the commitment period under our subscription agreements (if earlier than the scheduled date); and (vi) the date we terminate the commitments pursuant to the Subscription Credit Facility. At our option and subject to the consent of each of the Lenders and the Administrative Agent in their sole discretion, the Stated Maturity Date may be extended by up to 364 days subject to satisfaction of customary conditions.

wholly owned subsidiary.

100

The ~~Subscription Credit Facility is~~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 right, title, and interest in and to the capital commitments of our private investors, including our right to make capital calls, receive and apply capital contributions, enforce remedies and claims related thereto together with capital call proceeds and related rights, and a pledge of the collateral account into which capital call proceeds are deposited.

debts.

The ~~Subscription Credit Facility contains~~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).

~~Transfers~~

SPV Asset Facility I

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

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

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

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

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

SPV Asset Facility II

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

101

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

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

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

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

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

Unsecured Notes

2027 Notes

On October 13, 2021, we issued $325 million aggregate principal amount of notes that mature on April 13, 2027 (the “2027 Notes”) in a private placement in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and for initial resale to qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A promulgated under the Securities Act. The 2027 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 2027 Notes initially bear interest at a rate of 3.125% per year, payable semi-annually on April 13 and October 13 of each year, commencing on April 13, 2022. Concurrent with the issuance of the 2027 Notes, we entered into a Registration Rights Agreement for the benefit of the purchasers of the 2027 Notes. Pursuant to the Registration Rights

102

Agreement, we are obligated to file a registration statement with the SEC with respect to an offer to exchange the 2027 Notes for a new issue of debt securities registered under the Securities Act with terms substantially identical to those of the 2027 Notes (except for provisions relating to transfer restrictions and payment of additional interest) and to use our commercially reasonable efforts to consummate such exchange offer on the earliest practicable date after the registration statement has been declared effective but in no event later than 365 days after the initial issuance of the 2027 Notes. If we fail to satisfy our registration obligations under the Registration Rights Agreement, we will be required to pay additional interest to the holders of the 2027 Notes. We may redeem some or all of the 2027 Notes at any time, or from time to time at a redemption price equal to the greater of (1) 100% of the principal amount of the 2027 Notes to be redeemed or (2) the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of accrued and unpaid interest to the date of redemption) on the 2027 Notes to be redeemed through March 13, 2027 (the date falling one month prior to the maturity date of the 2027 Notes), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using the applicable Treasury Rate plus 35 basis points, plus, in each case, accrued and unpaid interest to the redemption date; provided, however, that if we redeem any 2027 Notes on or after March 13, 2027 (the date falling one month prior to the maturity date of the 2027 Notes), the redemption price for the 2027 Notes will be equal to 100% of the principal amount of the 2027 Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.

Promissory Note

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

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

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

On June 22, 2022, we ~~shall notify~~and Feeder FIC entered into a Termination Agreement (the “Termination Agreement”) pursuant to which the ~~Administrative Agent before such transfers take place. Such transfers may trigger mandatory prepayment obligations.~~

FIC Agreement was terminated. Upon execution of the Termination Agreement, there were no amounts outstanding under the FIC Agreement or the Promissory Notes.

Off-Balance Sheet Arrangements

Portfolio Company Commitments

From time to time, we may enter into commitments to fund investments. As of June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, we had the following outstanding commitments to fund investments in current portfolio companies:

Portfolio Company

Investment

June 30, 2022

December 31, 2021

($ in thousands)

ABB/Con-cise Optical Group LLC

First lien senior secured revolving loan

—

103

Portfolio Company

Investment

June 30, 2021

December 31, 2020

Sonny's Enterprises LLC

First lien senior secured delayed draw term loan

2,751

-

Sonny's Enterprises LLC

First lien senior secured revolving loan

3,944

3,944

Thunder Purchaser, Inc. (dba Vector Solutions)

First lien senior secured delayed draw term loan

6,124

-

Thunder Purchaser, Inc. (dba Vector Solutions)

First lien senior secured revolving loan

2,143

-

Velocity HoldCo III Inc. (dba VelocityEHS)

First lien senior secured revolving loan

368

-

Total Unfunded Portfolio Company Commitments

$
110,734

$
33,055


Portfolio Company	Investment	June 30, 2022	December 31, 2021
Alera Group, Inc.	First lien senior secured delayed draw term loan	677	677
Anaplan, Inc.	First lien senior secured revolving loan	1,944	—
Apex Group Treasury LLC	Second lien senior secured delayed draw term loan	6,617	6,617
Apex Service Partners, LLC	First lien senior secured delayed draw term loan	537	—
Apex Service Partners, LLC	First lien senior secured revolving loan	40	—
Ardonagh Midco 3 PLC	First lien senior secured GBP delayed draw term loan	213	237
Ascend Buyer, LLC (dba PPC Flexible Packaging)	First lien senior secured revolving loan	4,425	4,255
Associations, Inc.	First lien senior secured delayed draw term loan	392	—
Associations, Inc.	First lien senior secured revolving loan	5,315	5,315
AxiomSL Group, Inc.	First lien senior secured delayed draw term loan	1,834	1,834
AxiomSL Group, Inc.	First lien senior secured revolving loan	4,003	4,003
Bayshore Intermediate #2, L.P. (dba Boomi)	First lien senior secured revolving loan	1,593	1,593
BCPE Osprey Buyer, Inc. (dba PartsSource)	First lien senior secured delayed draw term loan	13,340	13,340
BCPE Osprey Buyer, Inc. (dba PartsSource)	First lien senior secured revolving loan	5,645	5,645
BCTO BSI Buyer, Inc. (dba Buildertrend)	First lien senior secured revolving loan	343	444
BP Veraison Buyer, LLC (dba Sun World)	First lien senior secured delayed draw term loan	14,865	14,865
BP Veraison Buyer, LLC (dba Sun World)	First lien senior secured revolving loan	4,459	4,459
Brightway Holdings, LLC	First lien senior secured revolving loan	2,105	2,105
CFS Brands, LLC	First lien senior secured delayed draw term loan	567	—
CivicPlus, LLC	First lien senior secured delayed draw term loan	—	4,400
CivicPlus, LLC	First lien senior secured revolving loan	1,035	880

CSC MKG Topco LLC. (dba Medical Knowledge Group)	First lien senior secured revolving loan	112	—
Denali Buyerco LLC (dba Summit Companies)	First lien senior secured delayed draw term loan	14,816	18,980
Denali Buyerco LLC (dba Summit Companies)	First lien senior secured revolving loan	4,459	6,852

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Portfolio Company	Investment	June 30, 2022	December 31, 2021
Diamondback Acquisition, Inc. (dba Sphera)	First lien senior secured delayed draw term loan	9,553	9,553
Dodge Data & Analytics LLC	First lien senior secured revolving loan	—	374
EET Buyer, Inc. (dba e-Emphasys)	First lien senior secured revolving loan	1,955	1,955
Entertainment Benefits Group, LLC	First lien senior secured revolving loan	133	—
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	8,306	—
Forescout Technologies, Inc.	First lien senior secured delayed draw term loan	9,750	—
Forescout Technologies, Inc.	First lien senior secured revolving loan	915	2,288
Fortis Solutions Group, LLC	First lien senior secured delayed draw term loan	2,991	9,183
Fortis Solutions Group, LLC	First lien senior secured revolving loan	2,939	3,148
Gainsight, Inc.	First lien senior secured revolving loan	872	872
Gaylord Chemical Company, L.L.C.	First lien senior secured revolving loan	3,973	3,973
GI Ranger Intermediate, LLC (dba Rectangle Health)	First lien senior secured delayed draw term loan	—	2,789
GI Ranger Intermediate, LLC (dba Rectangle Health)	First lien senior secured revolving loan	1,506	1,673
Global Music Rights, LLC	First lien senior secured revolving loan	7,500	7,500
GovBrands Intermediate, Inc.	First lien senior secured delayed draw term loan	870	870
GovBrands Intermediate, Inc.	First lien senior secured revolving loan	881	881
Granicus, Inc.	First lien senior secured delayed draw term loan	1,006	1,006
Granicus, Inc.	First lien senior secured revolving loan	1,187	1,187
GS Acquisitionco, Inc. (dba insightsoftware)	First lien senior secured delayed draw term loan	2,808	5,081
Guidehouse Inc.	First lien senior secured revolving loan	—	3,356
Hercules Borrower LLC (dba The Vincit Group)	First lien senior secured delayed draw term loan	2,183	3,693
Hercules Borrower LLC (dba The Vincit Group)	First lien senior secured revolving loan	3,839	4,298
Hissho Sushi Merger Sub LLC	First lien senior secured revolving loan	53	—

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Portfolio Company	Investment	June 30, 2022	December 31, 2021
IG Investments Holdings, LLC (dba Insight Global)	First lien senior secured revolving loan	3,929	2,710
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	—
Individual Foodservice Holdings, LLC	First lien senior secured delayed draw term loan	—	15,723
Individual Foodservice Holdings, LLC	First lien senior secured revolving loan	2,499	2,387
Inovalon Holdings, Inc.	First lien senior secured delayed draw term loan	5,399	5,399
Intelerad Medical Systems Incorporated	First lien senior secured revolving loan	594	594
Interoperability Bidco, Inc. (dba Lyniate)	First lien senior secured revolving loan	217	—
Kaseya Inc.	First lien senior secured delayed draw term loan	486	—
Kaseya Inc.	First lien senior secured revolving loan	486	—
KBP Brands, LLC	First lien senior secured delayed draw term loan	66	—
KPSKY Acquisition, Inc. (dba BluSky)	First lien senior secured delayed draw term loan	246	2,051
Lignetics Investment Corp.	First lien senior secured delayed draw term loan	6,373	6,373
Lignetics Investment Corp.	First lien senior secured revolving loan	637	6,373
Mario Purchaser, LLC	First lien senior secured delayed draw term loan	2,762	—
Mario Purchaser, LLC	First lien senior secured revolving loan	552	—
Medline Borrower, LP	First lien senior secured revolving loan	1,847	1,847
MHE Intermediate Holdings, LLC (dba OnPoint Group)	First lien senior secured delayed draw term loan	—	2,264
MHE Intermediate Holdings, LLC (dba OnPoint Group)	First lien senior secured revolving loan	3,572	3,571
Milan Laser Holdings LLC	First lien senior secured revolving loan	3,529	3,529
Ministry Brands Holdings, LLC.	First lien senior secured delayed draw term loan	3,362	3,362
Ministry Brands Holdings, LLC.	First lien senior secured revolving loan	1,008	1,008
National Dentex Labs LLC (fka Barracuda Dental LLC)	First lien senior secured delayed draw term loan	663	663
National Dentex Labs LLC (fka Barracuda Dental LLC)	First lien senior secured revolving loan	430	1,054

106


Portfolio Company	Investment	June 30, 2022	December 31, 2021
Natural Partners, LLC	First lien senior secured revolving loan	170	—
NMI Acquisitionco, Inc. (dba Network Merchants)	First lien senior secured delayed draw term loan	1,375	1,375
NMI Acquisitionco, Inc. (dba Network Merchants)	First lien senior secured revolving loan	558	558
Notorious Topco, LLC (dba Beauty Industry Group)	First lien senior secured delayed draw term loan	8,803	8,803
Notorious Topco, LLC (dba Beauty Industry Group)	First lien senior secured revolving loan	2,993	4,401
OB Hospitalist Group, Inc.	First lien senior secured revolving loan	6,120	6,120
Patriot Acquisition TopCo S.A.R.L (dba Corza Health, Inc.)	First lien senior secured revolving loan	2,654	2,654
Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services)	First lien senior secured delayed draw term loan	—	2,190
Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services)	First lien senior secured revolving loan	1,552	1,552
Plasma Buyer LLC (dba Pathgroup)	First lien senior secured delayed draw term loan	176	—
Plasma Buyer LLC (dba Pathgroup)	First lien senior secured revolving loan	76	—
Pluralsight, LLC	First lien senior secured revolving loan	1,294	1,294
QAD Inc.	First lien senior secured revolving loan	6,000	6,000
Quva Pharma, Inc.	First lien senior secured revolving loan	567	1,182
Refresh Parent Holdings, Inc.	First lien senior secured delayed draw term loan	—	133
Refresh Parent Holdings, Inc.	First lien senior secured revolving loan	—	1,149
Relativity ODA LLC	First lien senior secured revolving loan	1,480	1,480
RL Datix Holdings (USA), Inc.	First lien senior secured delayed draw term loan	6,900	—
RL Datix Holdings (USA), Inc.	First lien senior secured revolving loan	3,000	—
RL Datix Holdings (USA), Inc.	Second lien senior secured delayed draw term loan	1,167	—
Securonix, Inc.	First lien senior secured revolving loan	153	—
Simplisafe Holding Corporation	First lien senior secured delayed draw term loan	257	—
Smarsh Inc.	First lien senior secured delayed draw term loan	190	—
Smarsh Inc.	First lien senior secured revolving loan	48	—

107


Portfolio Company	Investment	June 30, 2022		December 31, 2021
Sonny's Enterprises LLC	First lien senior secured revolving loan	2,818		3,381
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	25		—
Tahoe Finco, LLC	First lien senior secured revolving loan	6,279		6,279
Tamarack Intermediate, L.L.C. (dba Verisk 3E)	First lien senior secured revolving loan	112		—
TC Holdings, LLC (dba TrialCard)	First lien senior secured revolving loan	268		—
TEMPO BUYER CORP. (dba Global Claims Services)	First lien senior secured delayed draw term loan	10,317		10,317
TEMPO BUYER CORP. (dba Global Claims Services)	First lien senior secured revolving loan	4,952		5,159
The Shade Store, LLC	First lien senior secured revolving loan	2,955		5,909
Thunder Purchaser, Inc. (dba Vector Solutions)	First lien senior secured delayed draw term loan	6,124		6,124
Thunder Purchaser, Inc. (dba Vector Solutions)	First lien senior secured revolving loan	1,409		2,143
Troon Golf, L.L.C.	First lien senior secured revolving loan	5,405		5,405
Ultimate Baked Goods Midco, LLC	First lien senior secured revolving loan	800		950
Unified Women's Healthcare, LP	First lien senior secured delayed draw term loan	55		—
Unified Women's Healthcare, LP	First lien senior secured revolving loan	88		—
USRP Holdings, Inc. (dba U.S. Retirement and Benefits Partners)	First lien senior secured revolving loan	1,096		1,078
Velocity HoldCo III Inc. (dba VelocityEHS)	First lien senior secured revolving loan	368		368
When I Work, Inc.	First lien senior secured revolving loan	4,164		4,164
Total Unfunded Portfolio Company Commitments		$	286,731	$	311,487

We seek to carefully consider our unfunded portfolio company commitments for the purpose of planning our ongoing financial leverage. Further, we consider any outstanding unfunded portfolio company commitments we are required to fund within the 150% asset coverage limitation. As of June 30, ~~2021,~~2022, we believed we had adequate financial resources to satisfy the unfunded portfolio company commitments.

Investor Commitments

As of June 30, ~~2021,~~2022, we had approximately ~~$1.5~~$1.8 billion in total Capital Commitments from investors, of which $62.4 million is from entities affiliated with or related to the Adviser. As of June 16, 2022, all outstanding Capital Commitments had been drawn.

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As of December 31, 2021, we had approximately $1.7 billion in total Capital Commitment from investors (approximately ~~$1.1 billion~~$48.6 million undrawn), of which $62.4 million is from entities affiliated with or related to the ~~Adviser (approximately $38.7 million undrawn).~~Adviser. These undrawn Capital Commitments will no longer remain in effect following the completion of a Liquidity Event.

As of December 31, 2020, we had approximately $1.4 billion in total Capital Commitments from investors (approximately $1.1 billion undrawn), of which $55.1 million is from entities affiliated with or related to the Adviser (approximately $37.6 million undrawn). These undrawn Capital Commitments will no longer remain in effect following the completion of a Liquidity Event.

Other Commitments and Contingencies

From time to time, we may become a party to certain legal proceedings incidental to the normal course of our business. At June 30, ~~2021,~~2022, we were not aware of any material pending or threatened litigation that would require accounting recognition or financial statement disclosure.

Contractual Obligations

A summary of our contractual payment obligations under our credit ~~facility~~facilities as of June 30, ~~2021~~2022 is as follows:


	Payments Due by Period											Payments Due by Period
($ in millions)	Total		Less than 1 year		1-3 years		3-5 years		After 5 years		($ in millions)	Total		Less than 1 year		1-3 years		3-5 years		After 5 years
Subscription Credit Facility	$	468.0	$	—	$	468.0	$	—	$	—
Revolving Credit Facility											Revolving Credit Facility	176.4		—		—		176.4		—
SPV Asset Facility I											SPV Asset Facility I	575.0		—		—		575.0		—
SPV Asset Facility II											SPV Asset Facility II	230.0		—		—		230.0		—
2027 Notes											2027 Notes	325.0		—		—		325.0		—
Total Contractual Obligations	$	468.0	$	—	$	468.0	$	—	$	—	Total Contractual Obligations	$	1,306.4	$	—	$	—	$	1,306.4	$	—

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 Dealer Manager Agreement;

•the Placement Agent Agreement; and

•the License Agreement.

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

Critical Accounting Policies

The preparation of the consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets, and any other parameters used in determining such estimates could cause actual results to differ. Our critical accounting policies should be read in connection with our risk factors as described in ~~our Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on March 2, 2021, and in~~ “ITEM 1A. RISK FACTORS.”

Investments at Fair Value

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

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

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

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

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

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

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

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

We conduct this valuation process on a quarterly basis.

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

•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 ~~quarter~~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, we evaluate the source of the inputs, including any markets in which our investments are trading (or any markets in which securities with similar attributes are trading), in determining fair value. When an investment is valued based on prices provided by reputable dealers or pricing services (that is, broker quotes), we subject those prices to various criteria in making the determination as to whether a particular investment would qualify for treatment as a Level 2 or Level 3 investment. For example, we, or the independent valuation firm(s), review

110

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

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

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

Interest and Dividend Income Recognition

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

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

Distributions

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Income Taxes

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

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

We evaluate tax positions taken or expected to be taken in the course of preparing our consolidated financial statements to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions not deemed to meet the “more-likely-than-not” threshold are reserved and recorded as a tax benefit

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or expense in the current year. All penalties and interest associated with income taxes are included in income tax expense. Conclusions regarding tax positions are subject to review and may be adjusted at a later date based on factors including, but not limited to, on-going analyses of tax laws, regulations and interpretations thereof. There were no material uncertain tax positions through December 31, ~~2020.~~

2021. The 2020 tax year remains subject to examination by U.S. federal, state and local tax authorities.

Recent Developments

On July ~~29, 2021 (the “SPV Asset Facility Closing Date”), ORCC III Financing LLC (“ORCC III Financing”), a Delaware limited liability company and newly formed subsidiary~~21, 2022, we entered into a ~~Credit~~Master Note Purchase Agreement governing the issuance of (i) $142,000,000 in aggregate principal amount of Series 2022A Notes, Tranche A, due July 21, 2025, with a fixed interest rate of 7.50% per year (the ~~“SPV Asset Facility”~~“2025 Notes”) and (ii) $190,000,000 in aggregate principal amount of Series 2022A Notes, Tranche B, due July 21, 2027, with a fixed interest rate of 7.58% per year (the “July 2027 Notes” and, together with the 2025 Notes, the “Series 2022A Notes”), ~~with ORCC~~in each case, to qualified institutional investors in a private placement. The Series 2022A Notes are guaranteed by OR Lending III ~~Financing, as borrower, us, as equityholder,~~LLC, a subsidiary of ours.

Interest on the ~~Adviser, as collateral manager, the lenders~~Series 2022A Notes will be due semiannually on January 21 and July 21 each year, beginning on January 21, 2023. The Series 2022A Notes may be redeemed in whole or in part at any time or from time to time ~~parties thereto, Société~~

~~Générale, as agent, State Street Bank and Trust Company, as collateral agent, collateral administrator and custodian, and Alter Domus (US) LLC as collateral custodian.~~

From time to time, we expect to sell and contribute certain investments to ORCC III Financing pursuant to a Sale and Contribution Agreement by and between us and ORCC III Financing. No gain or loss will be recognized as a result of the contribution. Proceeds from the SPV Asset Facility will be used to finance the origination and acquisition of eligible assets by ORCC III Financing, including the purchase of such assets from us. We retain a residualat our option at par plus accrued interest in assets contributed to or acquired by ORCC III Financing through our ownership of ORCC III Financing. The maximum principal amount of the SPV Asset Facility is $300 million, which can be drawn in multiple currencies subject to certain conditions; the availability of this amount is subject to the ~~borrowing base, which is determined on~~prepayment date and, if applicable, a make-whole premium. In addition, we are obligated to offer to prepay the ~~basis of the value~~Series 2022A Notes at par plus accrued and ~~types of ORCC III Financing’s assets from time to time, and satisfaction of certain conditions, including certain concentration limits.~~

~~The SPV Asset Facility provides for the ability to (1) draw term loans and (2) draw and redraw revolving loans under the SPV Asset Facility for a period of~~unpaid interest up to, ~~one year after~~but excluding, the ~~SPV Asset Facility Closing Date unless the commitments~~date of prepayment, if certain change in control events occur. The Series 2022A Notes are terminated sooner as provided in the SPV Asset Facility (the “Commitment Termination Date”). Unless otherwise terminated, the SPV Asset Facility will mature on July 29, 2024 (the “SPV Asset Facility Stated Maturity”). Prior to the SPV Asset Facility Stated Maturity, proceeds received by ORCC III Financing from principal and interest, dividends, or fees on assets must be used to pay fees, expenses and interest on outstanding borrowings, and the excess may be returned to us, subject to certain conditions. On the SPV Asset Facility Stated Maturity, ORCC III Financing must pay in fullgeneral unsecured obligations of ours that rank pari passu with all outstanding ~~fees~~ and ~~expenses and all principal and interest on outstanding borrowings, and the excess may be returned to~~future unsecured unsubordinated indebtedness issued by us.

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

~~Ite~~m2022.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

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

Valuation Risk

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

Interest Rate Risk

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

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

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

As of June 30, ~~2021, 99.8%~~2022, 98.8% of our debt investments based on fair value were at floating rates. Additionally, the weighted average LIBOR floor, based on fair value, of our debt investments was ~~0.88%~~0.8%.

The Revolving Credit Facility, SPV

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Asset Facility I, and SPV Asset Facility II bear interest at variable interest rates with no interest rate floor. The 2027 Notes bear interest at a fixed rate.

Based on our Consolidated ~~Statement~~Statements of Assets and Liabilities as of June 30, ~~2021,~~2022, the following table shows the annualized impact on net income of hypothetical base rate changes in interest rates on our debt investments (considering interest rate floors for floating rate instruments) assuming each floating rate investment is subject to 3-month LIBOR and there are no changes in our investment and borrowing structure:


($ in thousands)	Interest Income			Interest Expense			Net Income			($ in thousands)	Interest Income		Interest Expense		Net Income
Up 300 basis points	$	18,759		$	14,040		$	4,719		Up 300 basis points	$	86,543	$	29,441	$	57,102
Up 200 basis points	$	10,449		$	9,360		$	1,089		Up 200 basis points	$	57,696	$	19,627	$	38,069
Up 100 basis points	$	2,139		$	4,680		$	(2,541	)	Up 100 basis points	$	28,848	$	9,814	$	19,034
Up 50 basis points	$	292		$	2,340		$	(2,048	)	Up 50 basis points	$	14,424	$	4,907	$	9,517
Down 25 basis points	$	(51	)	$	(682	)	$	631
Down 50 basis points	$	(51	)	$	(682	)	$	631		Down 50 basis points	$	(14,424)	$	(4,907)	$	(9,517)
Down 100 basis points										Down 100 basis points	$	(28,848)	$	(9,814)	$	(19,034)

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

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

Currency Risk

From time to time, we may make investments that are denominated in a foreign currency. These investments are translated into U.S. dollars at each balance sheet date, exposing us to movements in foreign exchange rates. We may employ hedging techniques to minimize these risks, but we cannot assure you that such strategies will be effective or without risk to us. We may seek to utilize instruments such as, but not limited to, forward contracts to seek to hedge against fluctuations in the relative values of our portfolio positions from changes in currency exchange rates. We also have the ability to borrow in certain foreign currencies under our credit ~~facility.~~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 ~~facility,~~facilities, we may seek to utilize interest rate derivatives to hedge our exposure to changes in the associated rate.

~~Ite~~m

Inflation and Supply Chain Risk

Economic activity has continued to accelerate across sectors and regions. Nevertheless, due to global supply chain issues, geopolitical events, a rise in energy prices and strong consumer demand as economies continue to reopen, inflation is showing signs of acceleration in the U.S. and globally. Inflation is likely to continue in the near to medium-term, particularly in the U.S., with the possibility that monetary policy may tighten in response. Persistent inflationary pressures could affect our portfolio companies profit margins.

Item 4. Controls and Procedures.

(a)Evaluation of Disclosure Controls and Procedures

~~(a)~~

~~Evaluation of Disclosure Controls and Procedures~~

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

114

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)~~

(b)Changes in Internal Controls Over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the quarter ended June 30, ~~2021~~2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II –- OTHER INFORMATION

Item 1. Legal Proceedings

We are not currently subject to any material legal proceedings, nor, to our knowledge, are any material legal proceeding threatened against us. From time to time, we may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies. Our business is also subject to extensive regulation, which may result in regulatory proceedings against us. While the outcome of any such future legal or regulatory proceedings cannot be predicted with certainty, we do not expect that any such future proceedings will have a material effect upon our financial condition or results of operations.

Item 1A. Risk Factors

In addition to the other information set forth in this report, you should carefully consider the risk factors discussed in Part I, “ITEM 1A. RISK FACTORS” in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2020,~~2021 and in our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2022, which could materially affect our business, financial condition and/or operating results. The risks described in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2020~~2021 and in our ~~quarterly report~~Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, ~~2021~~2022 are not the only risks facing us. Additionally 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.

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

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

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

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

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

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

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

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

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

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

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

We may be prohibited under the 1940 Act from participating in certain transactions with our affiliates without the prior approval of our directors who are not interested persons and, in some cases, the prior approval of the SEC. We rely on exemptive relief that has been granted by the SEC to an affiliate of our Adviser to co-invest with other funds managed by our Adviser or certain of its affiliates in a manner consistent with our investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors. Pursuant to such exemptive relief, we generally are permitted to co-invest with certain of our affiliates if a “required majority” (as defined in Section 57(o) of the 1940 Act) of our independent directors 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 us and our shareholders and do not involve overreaching of us or our shareholders on the part of any person concerned, (2) the transaction is consistent with the interests of our shareholders and is consistent with our investment objective and strategies, (3) the investment by our affiliates would not disadvantage us, and our participation would not be on a basis different from or less advantageous than that on which our affiliates are investing, and (4) the proposed investment by us would not benefit our Adviser or its affiliates or any affiliated person of any of them (other than the parties to the transaction), except to the extent permitted by the exemptive relief and applicable law, including the limitations set forth in Section 57(k) of the 1940 Act. The Owl Rock Advisers’ allocation policy seeks to ensure equitable allocation of investment opportunities between us and/or other funds managed by our Adviser or its affiliates. As a result of the exemptive relief, there could be significant overlap in our investment portfolio and the investment portfolio of other funds managed by Owl Rock that could avail themselves of the exemptive relief and that have an investment objective similar to ours.

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

The Owl Rock Advisers and their affiliates manage assets for accounts other than us, including, but not limited to, the Blue Owl Clients. Actions taken by the Owl Rock Advisers and their affiliates on behalf of the Blue Owl Clients may be adverse to us and our investments, which could harm our performance. For example, we may invest in the same credit obligations as other Blue Owl Clients, although, to the extent permitted under the 1940 Act, our investments may include different obligations or levels of the capital structure of the same issuer. Decisions made with respect to the securities held by one of the Blue Owl Clients may cause (or have the potential to cause) harm to the different class of securities of the issuer held by other Blue Owl Clients (including us). While the Owl Rock Advisers and their affiliates have developed general guidelines regarding when two or more funds can invest in different parts of the same company’s capital structure and created a process that they employ to handle those conflicts when they arise, their decision to permit the investments to occur in the first instance or their judgment on how to minimize the conflict could be challenged. If the Owl Rock Advisers and their affiliates fail to appropriately address those conflicts, it could negatively impact their reputation and

~~ability to raise additional funds and the willingness of counterparties to do business with them or result in potential litigation against them.~~

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

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

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

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

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

A cyber incident is considered to be any adverse event that threatens the confidentiality, integrity or availability of the information resources of us or our portfolio companies. These incidents may be an intentional attack or an unintentional event and could involve gaining unauthorized access to our information systems or those of our portfolio companies or third-party vendors for purposes of misappropriating assets, stealing confidential information, corrupting data or causing operational disruption. Despite careful security and controls design, the information technology systems of our portfolio companies and our third-party vendors, may be subject to security breaches and cyber-attacks the result of which could include disrupted operations, misstated or unreliable financial data, liability for stolen assets or information, increased cybersecurity protection and insurance costs, litigation and damage to business relationships. As our, our portfolio companies’ and our third party vendor’s reliance on technology has increased, so have the risks posed to our information systems, both internal and those provided by third-party service providers, and the information systems of our portfolio companies and third-party vendors. We have implemented processes, procedures and internal controls to help mitigate cybersecurity risks and cyber intrusions, but these measures, as well as our increased awareness of the nature and extent of a risk of a cyber-incident, do not guarantee that a cyber-incident will not occur and/or that our financial results, operations or confidential information will not be negatively impacted by such an incident. Further, the remote working conditions resulting from the COVID-19 pandemic have heightened our and our portfolio companies’ vulnerability to a cybersecurity risk or incident.

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

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

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

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

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

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

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

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

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

On May ~~14, 2021,~~13, 2022, pursuant to our dividend reinvestment plan, we issued ~~96,564~~484,928 shares of our common stock, at a price of ~~$14.53~~$14.96 per share, to stockholders of record as of March 31, ~~2021~~2022 that did not opt out of our dividend reinvestment plan in order to satisfy the reinvestment portion of our dividends. This issuance was not subject to the registration requirements of the Securities ~~Act of 1933, as amended.~~

Act.

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Item 3. Defaults Upon Senior Securities.

None.

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Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

~~Investment Team and Investment Committee~~

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

The investment committee meets regularly to consider our investments, direct our strategic initiatives and supervise the actions taken by the Adviser on our behalf. In addition, the investment committee reviews and determines whether to make prospective investments and monitors the performance of the investment portfolio. Each investment opportunity requires the approval of a majority of the members of the investment committee. Follow-on investments in existing portfolio companies may require the investment committee's approval beyond that obtained when the initial investment in the portfolio company was made. In addition, temporary investments, such as those in cash equivalents, U.S. government securities and other high quality debt investments that mature in one year or less, may require approval by the investment committee.

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

~~Executive Officers~~

On August 3, 2021, the Board, appointed Bryan Cole to serve as the Company's Chief Operating Officer, effective September 1, 2021. The Board also appointed Alan Kirshenbaum, who currently serves as the Company's Chief Operating Officer, to serve as the Company's Executive Vice President, Matthew Swatt and Shari Withem to serve as the Company's Co-Chief Accounting Officers and Co-Treasurers, and Jonathan Lamm, to serve as a Vice President of the Company, each effective September 1, 2021.

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

None.

118

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

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

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

I
tem

Item 6. Exhibits


Exhibit Number		Description of Exhibits

3.1
~~Exhibit~~ ~~Number~~	~~Description of Exhibits~~

~~3.1~~	Articles of Amendment and Restatement (incorporated by reference to Exhibit 3.1 to the Company's Registration Statement on Form 10 filed on June 5, 2020).
~~3.2~~
3.2		Bylaws (incorporated by reference to Exhibit 3.2 to the Company's Registration Statement on Form 10 filed on June 5, 2020).
~~10.1~~
10.1		~~Amended and Restated Investment Advisory~~Termination Agreement, dated June 22, 2022, between Owl Rock Capital Corporation III and Owl Rock ~~Diversified Advisors~~Feeder FIC BDC III LLC ~~dated May 18, 2021~~ (incorporated by reference to Exhibit 10.1 to the ~~Company’s current report~~Company's Current Report on Form 8-K, filed ~~on May 19, 2021)~~June 27, 2022).
~~10.7~~		Amended and Restated Administration Agreement between Owl Rock Capital Corporation III and Owl Rock Diversified Advisors LLC, dated May 18, 2021 (incorporated by reference to Exhibit 10.2 to the Company’s current report on Form 8-K, filed on May 19, 2021).
31.1*		Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*		Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

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

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

________________

* Filed herein.

**Furnished herein.

SIGNATURES

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


		Owl Rock Capital Corporation III

Date: August 5, ~~2021~~ 2022	By:	/s/ Craig W. Packer
		Craig W. Packer
		Chief Executive Officer


		Owl Rock Capital Corporation III

Date: August 5, ~~2021~~ 2022	By:	~~By:~~	/s/ Bryan Cole
			Bryan Cole
			Chief Financial Officer and Chief ~~Accounting~~Operating Officer

119

Company⁽¹⁾⁽²⁾	Investment	Interest	Maturity Date	Par / Units		Amortized Cost⁽³⁾⁽⁴⁾			Fair Value			Percentage of Net Assets
Non-controlled/non-affiliated portfolio company investments
Debt Investments
Aerospace and defense
Peraton Corp.^{(5)(6)(16)(17)}	First lien senior secured loan	L + 3.75%	2/1/2028	$	4,988	$	4,963		$	4,997			1.1	%
Peraton Corp.^(5)(6)(17)	Second lien senior secured loan	L + 7.75%	2/1/2029		15,000		14,780			14,775			3.3	%
					19,988		19,743			19,772			4.4	%
Buildings and real estate
Dodge Data & Analytics LLC^(5)(11)(17)	First lien senior secured loan	P + 6.50%	4/14/2026		6,478		6,353			6,349			1.4	%
Dodge Data & Analytics LLC^{(5)(12)(13)(17)}	First lien senior secured revolving loan	L + 7.50%	4/14/2026		-		(7	)		(7	)		—	%
RealPage, Inc.^(5)(6)(17)	Second lien senior secured loan	L + 6.50%	4/23/2029		6,500		6,405			6,403			1.4	%
					12,978		12,751			12,745			2.8	%
Business services
Hercules Borrower, LLC (dba The Vincit Group)^(5)(7)(17)	First lien senior secured loan	L + 6.50%	12/15/2026		36,903		36,390			36,626			8.3	%
Hercules Borrower, LLC (dba The Vincit Group)^{(5)(12)(13)(17)}	First lien senior secured revolving loan	L + 6.50%	12/15/2026		-		(59	)		(32	)		—	%
Hercules Buyer, LLC (dba The Vincit Group)^(17)(18)(21)	Unsecured notes	0.48% PIK	12/14/2029		1,052		1,050			1,052			0.2	%
					37,955		37,381			37,646			8.5	%
Chemicals
Aruba Investments Holdings, LLC (dba Angus Chemical Company)^(5)(8)(17)	Second lien senior secured loan	L + 7.75%	11/24/2028		6,500		6,409			6,468			1.5	%
Gaylord Chemical Company, L.L.C.^(5)(7)(17)	First lien senior secured loan	L + 6.00%	3/30/2027		30,315		30,023			30,011			6.8	%
Gaylord Chemical Company, L.L.C.^{(5)(12)(13)(17)}	First lien senior secured revolving loan	L + 6.00%	3/30/2026		-		(25	)		(26	)		—	%
Velocity HoldCo III Inc. (dba VelocityEHS)^(5)(7)(17)	First lien senior secured loan	L + 5.75%	4/22/2027		6,132		5,998			5,994			1.4	%
Velocity HoldCo III Inc. (dba VelocityEHS)^{(5)(12)(13)(17)}	First lien senior secured revolving loan	L + 5.75%	4/22/2026		-		(8	)		(8	)		—	%
					42,947		42,397			42,439			9.7	%

Company(1)(2)	Investment	Interest	Maturity Date	Par / Units		Amortized Cost(3)(4)			Fair Value			Percentage of Net Assets
Non-controlled/non-affiliated portfolio company investments
Debt Investments
Business services
Hercules Borrower, LLC (dba The Vincit Group)(5)(8)(16)	First lien senior secured loan	L + 6.50%	12/15/2026	$	36,995	$	36,443		$	36,440			12.7	%
Hercules Borrower, LLC (dba The Vincit Group)(5)(11)(12)(16)	First lien senior secured revolving loan	L + 6.50%	12/15/2026		-		(64	)		(64	)		—	%
Hercules Buyer, LLC (dba The Vincit Group)(16)(17)	Unsecured notes	0.48% PIK	12/14/2029		1,052		1,050			1,050			0.4	%
					38,047		37,429			37,426			13.1	%
Chemicals
Aruba Investments Holdings, LLC (dba Angus Chemical Company)(5)(8)(16)	Second lien senior secured loan	L + 7.75%	11/24/2028		6,500		6,405			6,403			2.2	%
					6,500		6,405			6,403			2.2	%
Consumer products
CD&R Smokey Buyer, Inc. (fka Radio Systems)(15)(16)	First lien senior secured notes	6.75%	7/15/2025		3,000		3,002			3,212			1.1	%
Olaplex, Inc.(5)(6)(16)	First lien senior secured loan	L + 6.50%	1/8/2026		12,421		12,297			12,297			4.3	%
					15,421		15,299			15,509			5.4	%
Distribution
Individual Foodservice Holdings, LLC(5)(8)(16)	First lien senior secured loan	L + 6.25%	11/22/2025		39,537		38,944			38,944			13.6	%
Individual Foodservice Holdings, LLC(5)(11)(12)(13)(16)	First lien senior secured delayed draw term loan	L + 6.25%	6/30/2022		-		(44	)		(44	)		—	%
Individual Foodservice Holdings, LLC(5)(8)(11)(16)	First lien senior secured revolving loan	L + 6.25%	11/22/2024		555		518			518			0.2	%
					40,092		39,418			39,418			13.8	%
Financial services
AxiomSL Group, Inc.(5)(6)(16)	First lien senior secured loan	L + 6.50%	12/3/2027		17,877		17,610			17,608			6.1	%
AxiomSL Group, Inc.(5)(11)(12)(16)	First lien senior secured revolving loan	L + 6.50%	12/3/2025		-		(31	)		(32	)		—	%

	As of and for the Three Months Ended June 30, 2020
($ in thousands)	First lien senior secured debt investments		Unsecured debt investments		Total
Fair value, beginning of period	$	—	$	—	$	—
Purchases of investments, net		1,998		198		2,196
Proceeds from investments, net		—		—		—
Net change in unrealized gain (loss)		6		—		6
Net realized gains (losses)		—		—		—
Net amortization of discount on investments		—		—		—
Transfers into (out of) Level 3⁽¹⁾		—		—		—
Fair value, end of period	$	2,004	$	198	$	2,202

	For the Six Months Ended June 30,				Period from June 5, 2020 to June 30,
($ in thousands, except share and per share amounts)	2021				2020
Per share data:
Net asset value, beginning of period	$	14.42			$	-
Net investment income (loss)⁽¹⁾		0.75				(26.59	)
Net realized and unrealized gain (loss)⁽¹⁾		0.19				25.66
Total from operations		0.94				(0.93	)
Issuance of common stock		-				15.00
Distributions declared from net investment income⁽²⁾		(0.64	)			-
Total increase in net assets		0.30				14.07
Net asset value, end of period	$	14.72			$	14.07
Shares outstanding, end of period		30,161,949				1,000,100
Total Return, based on net asset value⁽³⁾		6.5		%	N.M.
Ratios / Supplemental Data
Asset coverage ratio⁽⁴⁾		194.8		%		317.4		%
Ratio of total expenses to average net assets⁽⁵⁾		4.6		%		80.3		%
Ratio of net investment income to average net assets⁽⁵⁾		10.1		%		(80.3	)	%
Net assets, end of period	$	443,943			$	14,073
Weighted-average shares outstanding		22,664,814				38,562
Total capital commitments, end of period		1,531,676				546,629
Ratio of total contributed capital to total committed capital, end of period		28.40		%		2.74	%
Portfolio turnover rate		7.5		%		—

	For the Three Months Ended June, 30
($ in thousands)	2021			2020
New investment commitments
Gross originations	$	389,073		$	6,947
Less: Sell downs		(4,125	)		—
Total new investment commitments	$	384,948		$	6,947
Principal amount of investments funded:
First-lien senior secured debt investments	$	212,532		$	5,083
Second-lien senior secured debt investments		84,500			1,267
Unsecured debt investments		—			200
Preferred equity investments		32,956			—
Common equity investments		4,376			—
Total principal amount of investments funded	$	334,364		$	6,550
Principal amount of investments sold or repaid:
First-lien senior secured debt investments	$	(3,000	)	$	—
Second-lien senior secured debt investments		—			—
Unsecured debt investments		—			—
Preferred equity investments		—			—
Common equity investments		—			—
Total principal amount of investments sold or repaid	$	(3,000	)	$	—
Number of new investment commitments in new portfolio companies⁽¹⁾	16			3
Average new investment commitment amount	$	22,320		$	2,316
Weighted average term for new debt investment commitments (in years)		6.1			5.5
Percentage of new debt investment commitments at floating rates		100.0	%		53.9	%
Percentage of new debt investment commitments at fixed rates		0.0	%		46.1	%
Weighted average interest rate of new debt investment commitments⁽²⁾		7.1	%		7.5	%
Weighted average spread over LIBOR of new floating rate debt investment commitments		6.3	%		7.8	%

Class and Period	Total Amount Outstanding Exclusive of Treasury Securities⁽¹⁾ ($ in millions)		Asset Coverage per Unit⁽²⁾		Involuntary Liquidating Preference per Unit⁽³⁾		Average Market Value per Unit⁽⁴⁾
Subscription Credit Facility
June 30, 2021 (unaudited)	$	468.0	$	1,948		—	N/A
December 31, 2020	$	228.8	$	2,250		—	N/A