UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

__________________________
FORM 10-Q

__________________________
(Mark One)

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

For the quarterly period ended June 30, 2021

2022

OR

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

For the transition period from            to            

from_____to

Commission File Number: 814-01369

_____________________________
OWL ROCK CORE INCOME CORP.

(Exact Name of Registrant as Specified in its Charter)

_____________________________

Maryland

85-1187564

Maryland

85-1187564
(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

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 YESxNOo


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  YesoNoo

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

Large accelerated filer

o

Accelerated filer

o

Non-accelerated filer

x

☒  

Small reporting company

o

Emerging growth company

o

i


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).YESoNOx

As of August 12, 2021,11, 2022, the registrant had 6,566,643164,401,670 shares of Class S common stock, 4,483,01841,804,501 shares of Class D common stock, and 21,686,512263,738,006 shares of Class I common stock, each with a par value per share of $0.01, outstanding.

i


Table of Contents

Page

Page
PART I.

CONSOLIDATED FINANCIAL INFORMATION

Item 1.

16

17

18

48

74

76

77

77

Item 2.

80

80

80

Item 5.

80

Item 6.

82

83


ii



CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS


This report contains forward-looking statements that involve substantial risks and uncertainties. Such statements involve known and unknown risks, uncertainties and other factors and undue reliance should not be placed thereon. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about Owl Rock Core Income Corp. (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 relatedpandemic, changes in base interest rates and significant market volatility on our business, 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 Capital Advisors LLC (“the Adviser” or “our Adviser”) to locate suitable investments for us and to monitor and administer our investments;

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

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

the effect of legal, tax and regulatory changeschanges;

the impact of geo-political conditions, including revolution, insurgency, terrorism or war, including those arising out of the Coronavirus Aid, Reliefongoing conflict between Russia and Economic Security Act signed into law in December 2020Ukraine; 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”).






3



PART I. CONSOLIDATED FINANCIAL INFORMATION


Item 1. Consolidated Financial Statements


Owl Rock Core Income Corp.

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 (amortized cost of $419,876 and $14,378, respectively)

 

$

420,733

 

 

$

14,376

 

Investments at fair valueInvestments at fair value
Non-controlled, non-affiliated investments (amortized cost of $8,646,873 and $3,116,897, respectively)Non-controlled, non-affiliated investments (amortized cost of $8,646,873 and $3,116,897, respectively)$8,451,228 $3,120,372 

Cash

 

 

15,762

 

 

 

8,153

 

Cash99,894 21,459 

Interest receivable

 

 

1,259

 

 

 

60

 

Interest receivable38,075 19,034 

Due from Adviser

 

 

659

 

 

 

 

Due from Adviser6,775 — 
Receivable for investments soldReceivable for investments sold423 — 

Prepaid expenses and other assets

 

 

36

 

 

 

21

 

Prepaid expenses and other assets103,930 2,883 

Total Assets

 

$

438,449

 

 

$

22,610

 

Total Assets$8,700,325$3,163,748

Liabilities

 

 

 

 

 

 

 

 

Liabilities

Debt (net of unamortized debt issuance costs of $5,998 and $0, respectively)

 

$

161,784

 

 

$

10,000

 

Debt (net of unamortized debt issuance costs of $49,436 and $22,641, respectively)Debt (net of unamortized debt issuance costs of $49,436 and $22,641, respectively)$4,653,7441,525,811

Distribution payable

 

 

1,136

 

 

 

 

Distribution payable23,2659,005

Payable for investments purchased

 

 

64,597

 

 

 

 

Payable for investments purchased75,57427,363

Payables to affiliates

 

 

 

 

 

191

 

Payables to affiliates18,3309,121
Tender offer payableTender offer payable27,8891,413

Accrued expenses and other liabilities

 

 

1,145

 

 

 

146

 

Accrued expenses and other liabilities40,12710,307

Total Liabilities

 

 

228,662

 

 

 

10,337

 

Total Liabilities$4,838,929$1,583,020

Commitments and contingencies (Note 7)

 

 

 

 

 

 

 

 

Commitments and contingencies (Note 7)

Net Assets

 

 

 

 

 

 

 

 

Net Assets

Class S Common shares $0.01 par value, 1,000,000,000 shares authorized; 2,876,081 and 0 shares issued and outstanding, respectively

 

 

29

 

 

 

 

Class D Common shares $0.01 par value, 1,000,000,000 shares authorized; 3,380,411 and 0 shares issued and outstanding, respectively

 

 

34

 

 

 

 

Class I Common shares $0.01 par value, 1,000,000,000 shares authorized; 16,308,505 and 1,300,100 shares issued and outstanding, respectively

 

 

163

 

 

 

13

 

Class S Common shares $0.01 par value, 1,000,000,000 shares authorized; 153,925,431 and 60,700,920 shares issued and outstanding, respectivelyClass S Common shares $0.01 par value, 1,000,000,000 shares authorized; 153,925,431 and 60,700,920 shares issued and outstanding, respectively1,539607
Class D Common shares $0.01 par value, 1,000,000,000 shares authorized; 39,130,477 and 18,552,331 shares issued and outstanding, respectivelyClass D Common shares $0.01 par value, 1,000,000,000 shares authorized; 39,130,477 and 18,552,331 shares issued and outstanding, respectively391186
Class I Common shares $0.01 par value, 1,000,000,000 shares authorized; 242,671,428 and 90,103,200 shares issued and outstanding, respectivelyClass I Common shares $0.01 par value, 1,000,000,000 shares authorized; 242,671,428 and 90,103,200 shares issued and outstanding, respectively2,427901

Additional paid-in-capital

 

 

209,250

 

 

 

12,420

 

Additional paid-in-capital4,036,1821,574,366

Distributable earnings (losses)

 

 

311

 

 

 

(160

)

Accumulated undistributed (overdistributed) earningsAccumulated undistributed (overdistributed) earnings(179,143)4,668

Total Net Assets

 

 

209,787

 

 

 

12,273

 

Total Net Assets$3,861,396$1,580,728

Total Liabilities and Net Assets

 

$

438,449

 

 

$

22,610

 

Total Liabilities and Net Assets$8,700,325$3,163,748

Net Asset Value Per Class S Share(1)

 

$

9.30

 

 

 

 

Net Asset Value Per Class D Share(1)

 

$

9.29

 

 

 

 

Net Asset Value Per Class S ShareNet Asset Value Per Class S Share$8.84$9.33
Net Asset Value Per Class D ShareNet Asset Value Per Class D Share$8.86$9.33

Net Asset Value Per Class I Share

 

$

9.30

 

 

$

9.44

 

Net Asset Value Per Class I Share$8.88$9.34

________________

(1)

There were no Class S or Class D shares of common stock outstanding as of December 31, 2020.

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









4





Owl Rock Core Income Corp.

Consolidated StatementStatements of Operations

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

(Unaudited)



For the Three Months Ended June 30,For the Six Months Ended June 30,

 

For the Three Months Ended June 30, 2021

 

 

For the Six Months Ended June 30, 2021

 

2022202120222021

Investment Income

 

 

 

 

 

 

 

 

Investment Income

Investment income from non-controlled, non-affiliated investments:

 

 

 

 

 

 

 

 

Investment income from non-controlled, non-affiliated investments:

Interest income

 

$

3,498

 

 

$

3,828

 

Interest income$110,034 $3,497 $170,448 $3,734 
PIK interest incomePIK interest income7,195 12,171 94 
Dividend incomeDividend income5,777 163 8,663 140 

Other income

 

 

169

 

 

 

185

 

Other income5,915 7,784 45 

Total investment income from non-controlled, non-affiliated investments

 

 

3,667

 

 

 

4,013

 

Total investment income from non-controlled, non-affiliated investments128,921 3,667 199,066 4,013 

Total Investment Income

 

 

3,667

 

 

 

4,013

 

Total Investment Income128,921 3,667 199,066 4,013 

Operating Expenses

 

 

 

 

 

 

 

 

Operating Expenses

Initial organization

 

 

 

 

 

273

 

Initial organization— — — 273 
Offering costsOffering costs1,179 — 2,350 — 

Interest expense

 

 

1,432

 

 

 

1,503

 

Interest expense36,110 1,432 51,481 1,503 

Management fees

 

 

214

 

 

 

266

 

Management fees9,348 214 14,898 266 

Performance based incentive fees

 

 

198

 

 

 

198

 

Performance based incentive fees9,483 198 14,347 198 

Professional fees

 

 

377

 

 

 

663

 

Professional fees2,053 377 3,334 663 

Directors' fees

 

 

286

 

 

 

531

 

Directors' fees267 286 549 531 

Shareholder servicing fees

 

 

49

 

 

 

50

 

Shareholder servicing fees2,924 49 4,886 50 

Other general and administrative

 

 

561

 

 

 

928

 

Other general and administrative1,197 561 2,332 928 

Total Operating Expenses

 

 

3,117

 

 

 

4,412

 

Total Operating Expenses62,561 3,117 94,177 4,412 

Management fees waived (Note 3)

 

 

 

 

 

(52

)

Management fees waived (Note 3)— — — (52)

Expense support (Note 3)

 

 

(1,756

)

 

 

(2,578

)

Expense Support (Note 3)Expense Support (Note 3)(2,713)(1,756)(6,775)(2,578)

Net Operating Expenses

 

 

1,361

 

 

 

1,782

 

Net Operating Expenses59,848 1,361 87,402 1,782 

Net Investment Income (Loss)

 

$

2,306

 

 

$

2,231

 

Net Investment Income (Loss)69,073 2,306 111,664 2,231 
Excise taxExcise tax— — — — 
Net Investment Income (Loss) After TaxesNet Investment Income (Loss) After Taxes69,073 2,306 111,664 2,231 

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

 

$

770

 

 

$

812

 

Non-controlled, non-affiliated investments$(168,229)$770 $(191,514)$812 

Translation of assets and liabilities in foreign currencies

 

 

33

 

 

 

22

 

Translation of assets and liabilities in foreign currencies(701)33 (873)22 

Total Net Change in Unrealized Gain (Loss)

 

 

803

 

 

 

834

 

Total Net Change in Unrealized Gain (Loss)(168,930)803 (192,387)834 

Net realized gain (loss):

 

 

 

 

 

 

 

 

Net realized gain (loss):

Non-controlled, non-affiliated investments

 

 

 

 

 

7

 

Non-controlled, non-affiliated investments109 — 359 

Foreign currency transactions

 

 

(12

)

 

 

 

Foreign currency transactions22 (12)209 — 

Total Net Realized Gain (Loss)

 

 

(12

)

 

 

7

 

Total Net Realized Gain (Loss)131 (12)568 

Total Net Realized and Change in Unrealized Gain (Loss)

 

 

791

 

 

 

841

 

Total Net Realized and Change in Unrealized Gain (Loss)(168,799)791 (191,819)841 

Total Net Increase (Decrease) in Net Assets Resulting from Operations

 

$

3,097

 

 

$

3,072

 

Total Net Increase (Decrease) in Net Assets Resulting from Operations$(99,726)$3,097 $(80,155)$3,072 

Net Increase (Decrease) in Net Assets Resulting from Operations Per Share of Class S Common Stock

 

$

344

 

 

$

344

 

Net Increase (Decrease) in Net Assets Resulting from Operations Per Share of Class D Common Stock

 

$

424

 

 

$

433

 

Net Increase (Decrease) in Net Assets Resulting from Operations Per Share of Class I Common Stock

 

$

2,329

 

 

$

2,295

 

Net Increase (Decrease) in Net Assets Resulting from Operations- Class S Common StockNet Increase (Decrease) in Net Assets Resulting from Operations- Class S Common Stock$(36,762)$344 $(30,601)$344 
Net Increase (Decrease) in Net Assets Resulting from Operations- Class D Common StockNet Increase (Decrease) in Net Assets Resulting from Operations- Class D Common Stock$(8,956)$424 $(6,998)$433 
Net Increase (Decrease) in Net Assets Resulting from Operations- Class I Common StockNet Increase (Decrease) in Net Assets Resulting from Operations- Class I Common Stock$(54,008)$2,329 $(42,556)$2,295 

Earnings Per Share - Basic and Diluted of Class S Common Stock

 

$

0.19

 

 

$

0.37

 

Earnings Per Share - Basic and Diluted of Class S Common Stock$(0.26)$0.19 $(0.26)$0.37 

Weighted Average Shares of Class S Common Stock Outstanding - Basic and Diluted

 

 

1,855,501

 

 

 

927,751

 

Weighted Average Shares of Class S Common Stock Outstanding - Basic and Diluted139,449,1791,855,501116,093,069927,751

Earnings Per Share - Basic and Diluted of Class D Common Stock

 

$

0.20

 

 

$

0.38

 

Earnings Per Share - Basic and Diluted of Class D Common Stock$(0.25)$0.20 $(0.23)$0.38 

Weighted Average Shares of Class D Common Stock Outstanding - Basic and Diluted

 

 

2,146,434

 

 

 

1,130,104

 

Weighted Average Shares of Class D Common Stock Outstanding - Basic and Diluted36,329,3752,146,43430,964,2751,130,104

Earnings Per Share - Basic and Diluted of Class I Common Stock

 

$

0.20

 

 

$

0.33

 

Earnings Per Share - Basic and Diluted of Class I Common Stock$(0.25)$0.20 $(0.24)$0.33 

Weighted Average Shares of Class I Common Stock Outstanding - Basic and Diluted

 

 

11,690,142

 

 

 

6,929,568

 

Weighted Average Shares of Class I Common Stock Outstanding - Basic and Diluted219,206,55511,690,142176,900,0676,929,568

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

5


Owl Rock Core Income Corp.

Consolidated Schedule of Investments

As of June 30, 2021

2022

(Amounts in thousands, except share amounts)

(Unaudited)

Company(1)(2)(3)(14)(24)

 

Investment

 

Interest

 

Maturity Date

 

Par / Units

 

 

Amortized Cost(4)(20)

 

 

Fair Value

 

 

Percentage of Net Assets

 

 

Non-controlled/non-affiliated portfolio company investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Debt Investments(5)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Aerospace and Defense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Peraton Corp.(6)(16)

 

First lien senior secured loan

 

L + 3.75%

 

2/1/2028

 

 

4,988

 

 

 

4,963

 

 

 

4,998

 

 

 

2.4

 

%

Peraton Corp.(6)

 

Second lien senior secured loan

 

L + 7.75%

 

2/1/2029

 

 

5,000

 

 

 

4,927

 

 

 

4,925

 

 

 

2.3

 

%

 

 

 

 

 

 

 

 

 

9,988

 

 

 

9,890

 

 

 

9,923

 

 

 

4.7

 

%

Automotive

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mavis Tire Express Services Topco Corp.(7)(16)

 

First lien senior secured loan

 

L + 4.00%

 

5/4/2028

 

 

10,000

 

 

 

9,951

 

 

 

10,025

 

 

 

4.8

 

%

 

 

 

 

 

 

 

 

 

10,000

 

 

 

9,951

 

 

 

10,025

 

 

 

4.8

 

%

Buildings and real estate

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CoreLogic, Inc.(6)(16)(18)

 

First lien senior secured loan

 

L + 3.50%

 

6/2/2028

 

 

15,000

 

 

 

14,925

 

 

 

14,948

 

 

 

7.1

 

%

Dodge Data & Analytics, LLC(9)

 

First lien senior secured loan

 

P + 6.50%

 

4/14/2026

 

 

2,159

 

 

 

2,118

 

 

 

2,116

 

 

 

1.0

 

%

Dodge Data & Analytics, LLC(11)(12)

 

First lien senior secured revolving loan

 

L + 7.50%

 

4/14/2026

 

 

 

 

 

(2

)

 

 

(2

)

 

 

 

%

REALPAGE, INC.(6)

 

Second lien senior secured loan

 

L + 6.50%

 

4/23/2029

 

 

2,500

 

 

 

2,463

 

 

 

2,463

 

 

 

1.2

 

%

 

 

 

 

 

 

 

 

 

19,659

 

 

 

19,504

 

 

 

19,525

 

 

 

9.3

 

%

Business services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Hercules Borrower, LLC (dba The Vincit Group)(7)

 

First lien senior secured loan

 

L + 6.50%

 

12/15/2026

 

$

820

 

 

$

809

 

 

$

814

 

 

 

0.4

 

%

Hercules Borrower LLC (dba The Vincit Group)(11)(12)

 

First lien senior secured revolving loan

 

L + 6.50%

 

12/15/2026

 

 

 

 

 

(1

)

 

 

(1

)

 

 

 

%

Hercules Buyer, LLC (dba The Vincit Group)(15)(21)

 

Unsecured notes

 

0.48% (PIK)

 

12/14/2029

 

 

24

 

 

 

24

 

 

 

24

 

 

 

 

%

Packers Holdings, LLC(8)(16)

 

First lien senior secured loan

 

L + 3.25%

 

3/9/2028

 

 

4,291

 

 

 

4,270

 

 

 

4,265

 

 

 

2.0

 

%

 

 

 

 

 

 

 

 

 

5,135

 

 

 

5,102

 

 

 

5,102

 

 

 

2.4

 

%

Chemicals

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

��

 

 

 

 

 

 

 

Aruba Investments Holdings LLC (dba Angus Chemical Company)(8)

 

Second lien senior secured loan

 

L + 7.75%

 

11/24/2028

 

 

1,000

 

 

 

986

 

 

 

995

 

 

 

0.5

 

%

Gaylord Chemical Company, L.L.C(7)

 

First lien senior secured loan

 

L + 6.00%

 

3/30/2027

 

 

9,186

 

 

 

9,098

 

 

 

9,095

 

 

 

4.3

 

%

Gaylord Chemical Company, L.L.C(11)(12)

 

First lien senior secured revolving loan

 

L + 6.00%

 

3/30/2026

 

 

 

 

 

(8

)

 

 

(8

)

 

 

 

%

Velocity HoldCo III Inc(7)

 

First lien senior secured loan

 

L + 5.75%

 

4/22/2027

 

 

2,358

 

 

 

2,307

 

 

 

2,305

 

 

 

1.1

 

%

Velocity HoldCo III Inc(11)(12)

 

First lien senior secured revolving loan

 

L + 5.75%

 

4/22/2026

 

 

 

 

 

(3

)

 

 

(3

)

 

 

 

%

 

 

 

 

 

 

 

 

 

12,544

 

 

 

12,380

 

 

 

12,384

 

 

 

5.9

 

%

Consumer products

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Conair Holdings, LLC(7)

 

Second lien senior secured loan

 

L + 7.50%

 

5/17/2029

 

 

32,500

 

 

 

31,979

 

 

 

32,256

 

 

 

15.4

 

%

Olaplex, Inc.(6)

 

First lien senior secured loan

 

L + 6.50%

 

1/8/2026

 

 

981

 

 

 

972

 

 

 

981

 

 

 

0.5

 

%

 

 

 

 

 

 

 

 

 

33,481

 

 

 

32,951

 

 

 

33,237

 

 

 

15.9

 

%

Containers and packaging

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


Company(1)(2)(3)(21)(30)InvestmentInterestMaturity
Date
Par /
Units
Amortized
Cost(4)(26)
Fair
Value
Percentage
of Net
Assets
Non-controlled/non-affiliated portfolio
company investments
Debt Investments(5)
Advertising and media
Global Music Rights, LLC(7)First lien senior secured loanL + 5.50%8/28/2028$83,953 $82,437 $82,273 2.1%
Global Music Rights, LLC(18)(19)First lien senior secured revolving loanL + 5.75%8/27/2027— (129)(150)0.0%
IRI Holdings, Inc.(6)First lien senior secured loanL + 4.25%12/1/20254,949 4,954 4,949 0.1%
88,902 87,262 87,072 2.2%
Aerospace and Defense
Bleriot US Bidco Inc.(7)(23)First lien senior secured loanL + 4.00%10/30/202610,422 10,421 10,091 0.3%
Peraton Corp.(6)(23)First lien senior secured loanL + 3.75%2/1/202822,433 22,348 21,019 0.5%
Peraton Corp.(6)(23)Second lien senior secured loanL + 7.75%2/1/20294,854 4,791 4,502 0.1%
37,709 37,560 35,612 0.9%
Automotive
Holley Inc.(7)(23)First lien senior secured loanL + 3.75%11/17/20282,154 2,141 2,028 0.1%
Mavis Tire Express Services Topco Corp.(9)(23)First lien senior secured loanSR + 4.00%5/4/20289,904 9,861 9,136 0.2%
OAC Holdings I Corp. (dba Omega Holdings)(11)First lien senior secured loanSR + 5.00%3/30/20299,188 9,009 8,820 0.2%
OAC Holdings I Corp. (dba Omega Holdings)(9)(18)First lien senior secured revolving loanSR + 5.00%3/31/20282,021 1,972 1,918 0.0%
PAI Holdco, Inc.(7)First lien senior secured loanL + 3.50%10/28/20274,975 4,856 4,726 0.1%
Power Stop, LLC(7)(22)First lien senior secured loanL + 4.75%1/26/202929,925 29,640 29,101 0.8%
58,167 57,479 55,729 1.4%
Buildings and real estate
Associations, Inc.(8)First lien senior secured loanL + 6.50% (incl. 2.50% PIK)7/2/2027103,356 102,259 102,321 2.6%
Associations, Inc.(18)(19)First lien senior secured revolving loanL + 6.50%7/2/2027— (40)(48)0.0%
Associations, Inc.(18)(19)(20)First lien senior secured delayed draw term loanL + 6.50% (incl. 2.50% PIK)6/10/2024— (652)(652)0.0%
CoreLogic Inc.(6)(23)First lien senior secured loanL + 3.50%6/2/202842,270 41,394 35,040 0.9%
Dodge Construction Network(10)First lien senior secured loanSR + 4.75%2/23/202922,500 22,176 21,938 0.6%
RealPage, Inc.(6)(22)(23)First lien senior secured loanL + 3.00%4/24/202824,875 24,844 22,936 0.6%
RealPage, Inc.(6)Second lien senior secured loanL + 6.50%4/23/202927,500 27,126 26,056 0.7%
Wrench Group LLC(7)First lien senior secured loanL + 4.00%4/30/202620,412 20,066 20,156 0.5%
240,913 237,173 227,747 5.9%
Business services
Access CIG, LLC(7)Second lien senior secured loanL + 7.75%2/27/20262,385 2,378 2,343 0.1%
BrightView Landscapes, LLC(9)(22)(23)First lien senior secured loanSR + 3.25%4/20/202920,000 19,542 19,000 0.5%
ConnectWise, LLC(7)(23)First lien senior secured loanL + 3.50%9/29/202845,754 45,837 41,788 1.1%
Denali BuyerCo, LLC (dba Summit Companies)(8)First lien senior secured loanL + 6.00%9/15/2028132,163 130,263 129,189 3.3%
6


Owl Rock Core Income Corp.

Consolidated Schedule of Investments (Continued)

As of June 30, 2021

2022

(Amounts in thousands, except share amounts)

(Unaudited)

Company(1)(2)(3)(14)(24)

 

Investment

 

Interest

 

Maturity Date

 

Par / Units

 

 

Amortized Cost(4)(20)

 

 

Fair Value

 

 

Percentage of Net Assets

 

 

Charter NEX US, Inc.(6)(16)(18)

 

First lien senior secured loan

 

L + 3.75%

 

12/1/2027

 

 

7,980

 

 

 

7,980

 

 

 

7,990

 

 

 

3.8

 

%

 

 

 

 

 

 

 

 

 

7,980

 

 

 

7,980

 

 

 

7,990

 

 

 

3.8

 

%

Distribution

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Individual Foodservice Holdings, LLC(8)

 

First lien senior secured loan

 

L + 6.25%

 

11/22/2025

 

 

1,311

 

 

 

1,293

 

 

 

1,301

 

 

 

0.6

 

%

Individual Foodservice Holdings, LLC(8)(11)(13)

 

First lien senior secured delayed draw term loan

 

L + 6.25%

 

6/30/2022

 

 

9

 

 

 

8

 

 

 

9

 

 

 

 

%

Individual Foodservice Holdings, LLC(6)(11)

 

First lien senior secured revolving loan

 

L + 6.25%

 

11/22/2024

 

 

7

 

 

 

6

 

 

 

7

 

 

 

 

%

SRS Distribution, Inc.(7)(16)

 

First lien senior secured loan

 

L + 3.75%

 

6/2/2028

 

 

5,000

 

 

 

4,963

 

 

 

4,995

 

 

 

2.4

 

%

 

 

 

 

 

 

 

 

 

6,327

 

 

 

6,270

 

 

 

6,312

 

 

 

3.0

 

%

Education

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cambium Learning Group(7)(16)(18)

 

First lien senior secured loan

 

L + 4.50%

 

12/18/2025

 

 

7,459

 

 

 

7,441

 

 

 

7,494

 

 

 

3.6

 

%

Pluralsight, LLC(8)

 

First lien senior secured loan

 

L + 8.00%

 

4/6/2027

 

 

4,608

 

 

 

4,563

 

 

 

4,553

 

 

 

2.2

 

%

Pluralsight, LLC(11)(12)

 

First lien senior secured revolving loan

 

L + 8.00%

 

4/6/2027

 

 

 

 

 

(4

)

 

 

(5

)

 

 

 

%

 

 

 

 

 

 

 

 

 

12,067

 

 

 

12,000

 

 

 

12,042

 

 

 

5.8

 

%

Financial Services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

AxiomSL Group, Inc.(7)

 

First lien senior secured loan

 

L + 6.50%

 

12/3/2027

 

 

1,779

 

 

 

1,754

 

 

 

1,770

 

 

 

0.8

 

%

AxiomSL Group, Inc.(11)(12)

 

First lien senior secured revolving loan

 

L + 6.50%

 

12/3/2025

 

 

 

 

 

(3

)

 

 

(1

)

 

 

 

%

Hg Saturn Luchaco Limited(17)(22)

 

Unsecured notes

 

G + 7.50% (PIK)

 

3/30/2026

 

 

2,072

 

 

 

2,056

 

 

 

2,088

 

 

 

1.0

 

%

 

 

 

 

 

 

 

 

 

3,851

 

 

 

3,807

 

 

 

3,857

 

 

 

1.8

 

%

Food and Beverage

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Caiman Merger Sub LLC (dba City Brewing)(7)

 

First lien senior secured loan

 

L + 3.50%

 

4/5/2028

 

 

15,625

 

 

 

15,397

 

 

 

15,391

 

 

 

7.3

 

%

Par Technology Corp.(6)(17)

 

First lien senior secured note

 

L + 4.75%

 

4/8/2025

 

 

23,000

 

 

 

22,565

 

 

 

22,540

 

 

 

10.7

 

%

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

 

First lien senior secured loan

 

L + 3.50%

 

9/23/2027

 

 

10,945

 

 

 

10,945

 

 

 

10,948

 

 

 

5.2

 

%

Sovos Brands Intermediate, Inc.(6)

 

First lien senior secured loan

 

L + 4.25%

 

6/8/2028

 

 

15,000

 

 

 

14,963

 

 

 

14,963

 

 

 

7.1

 

%

 

 

 

 

 

 

 

 

 

64,570

 

 

 

63,870

 

 

 

63,842

 

 

 

30.3

 

%

Healthcare equipment and services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Canadian Hospital Specialties Ltd.(17)(23)

 

First lien senior secured loan

 

C + 4.50%

 

4/14/2028

 

 

3,610

 

 

 

3,515

 

 

 

3,556

 

 

 

1.7

 

%

Canadian Hospital Specialties Ltd.(11)(12)(13)(17)

 

First lien senior secured delayed draw term loan

 

C + 4.50%

 

4/15/2023

 

 

 

 

 

(7

)

 

 

4

 

 

 

 

%

Canadian Hospital Specialties Ltd.(11)(12)(17)

 

First lien senior secured revolving loan

 

C + 4.50%

 

4/15/2027

 

 

 

 

 

(6

)

 

 

(4

)

 

 

 

%

Packaging Coordinators Midco, Inc.(8)

 

Second lien senior secured loan

 

L + 8.00%

 

11/30/2028

 

 

2,418

 

 

 

2,372

 

 

 

2,388

 

 

 

1.1

 

%

Company(1)(2)(3)(21)(30)InvestmentInterestMaturity
Date
Par /
Units
Amortized
Cost(4)(26)
Fair
Value
Percentage
of Net
Assets
Denali BuyerCo, LLC (dba Summit Companies)(7)First lien senior secured loanL + 6.00%9/15/202835,382 34,601 34,586 0.9%
Denali BuyerCo, LLC (dba Summit Companies)(7)(18)(20)First lien senior secured delayed draw term loanL + 6.00%9/15/20238,897 8,637 8,393 0.2%
Denali BuyerCo, LLC (dba Summit Companies)(7)(18)First lien senior secured revolving loanL + 6.00%9/15/20272,657 2,545 2,433 0.1%
Diamondback Acquisition, Inc. (dba Sphera)(6)First lien senior secured loanL + 5.50%9/13/202847,588 46,724 46,717 1.2%
Diamondback Acquisition, Inc. (dba Sphera)(18)(19)(20)First lien senior secured delayed draw term loanL + 5.50%9/13/2023— (85)(79)0.0%
Entertainment Benefits Group, LLC(9)First lien senior secured loanSR + 4.75%5/1/202875,400 74,664 74,646 1.9%
Entertainment Benefits Group, LLC(18)(19)First lien senior secured revolving loanSR + 4.75%4/29/2027— (112)(116)0.0%
Fullsteam Operations, LLC(7)(18)(20)First lien senior secured delayed draw term loanL + 7.50% (incl. 4.50% PIK)5/13/202413,770 12,590 12,598 0.3%
Hercules Borrower, LLC (dba The Vincit Group)(7)First lien senior secured loanL + 6.50%12/15/2026812 802 804 0.0%
Hercules Borrower, LLC (dba The Vincit Group)(7)First lien senior secured loanL + 5.50%12/15/20262,204 2,185 2,143 0.1%
Hercules Borrower, LLC (dba The Vincit Group)(7)(18)(20)First lien senior secured delayed draw term loanL + 5.50%9/10/20238,243 8,166 7,807 0.2%
Hercules Borrower, LLC (dba The Vincit Group)(7)(18)First lien senior secured revolving loanL + 6.50%12/15/202610 0.0%
Hercules Buyer, LLC (dba The Vincit Group)(17)(29)Unsecured notes0.48% PIK12/14/202923 23 23 0.0%
Kaseya Inc.(10)First lien senior secured loanSR + 5.75%6/25/202971,717 70,285 70,282 1.8%
Kaseya Inc.(18)(19)(20)First lien senior secured delayed draw term loanSR + 5.75%6/24/2024— (43)(43)0.0%
Kaseya Inc.(18)(19)First lien senior secured revolving loanSR + 5.75%6/25/2029— (87)(87)0.0%
KPSKY Acquisition, Inc. (dba BluSky)(6)First lien senior secured loanL + 5.50%10/19/202875,933 74,536 73,275 1.9%
KPSKY Acquisition, Inc. (dba BluSky)(16)(18)(20)First lien senior secured delayed draw term loanP + 4.50%10/19/20238,186 8,031 7,887 0.2%
KPSKY Acquisition, Inc. (dba BluSky)(18)(19)(20)First lien senior secured delayed draw term loanL + 5.50%6/17/2024— (189)(475)0.0%
Packers Holdings, LLC(6)(23)First lien senior secured loanL + 3.25%3/9/202840,394 40,057 36,884 1.0%
591,518 581,359 570,007 14.8%
Chemicals
Aruba Investments Holdings LLC (dba Angus Chemical Company)(6)First lien senior secured loanL + 4.00%11/24/202712,967 12,744 12,060 0.3%
Aruba Investments Holdings, LLC (dba Angus Chemical Company)(7)Second lien senior secured loanL + 7.75%11/24/202840,137 40,125 39,234 1.0%
Gaylord Chemical Company, L.L.C.(7)First lien senior secured loanL + 6.50%3/30/2027103,833 102,900 102,535 2.6%
Gaylord Chemical Company, L.L.C.(18)(19)First lien senior secured revolving loanL + 6.50%3/30/2026— (33)(50)0.0%
Velocity HoldCo III Inc. (dba VelocityEHS)(8)First lien senior secured loanL + 5.75%4/22/20272,335 2,291 2,335 0.1%
Velocity HoldCo III Inc. (dba VelocityEHS)(18)(19)First lien senior secured revolving loanL + 5.75%4/22/2026— (2)— 0.0%
159,272 158,025 156,114 4.0%
Consumer products
ConAir Holdings LLC(7)Second lien senior secured loanL + 7.50%5/17/202932,500 32,027 29,575 0.8%
Foundation Consumer Brands, LLC(8)First lien senior secured loanL + 5.50%2/12/202754,718 54,730 54,034 1.4%
Lignetics Investment Corp.(7)First lien senior secured loanL + 6.00%11/1/202776,088 75,225 73,235 1.9%
Lignetics Investment Corp.(18)(19)(20)First lien senior secured delayed draw term loanL + 6.00%11/1/2023— (106)(358)0.0%
Lignetics Investment Corp.(16)(18)First lien senior secured revolving loanP + 5.00%11/2/202610,515 10,390 10,085 0.3%
Olaplex, Inc.(9)(24)First lien senior secured loanSR + 3.75%2/23/202949,875 49,683 48,878 1.3%
SWK BUYER, Inc. (dba Stonewall Kitchen)(11)First lien senior secured loanSR + 5.25%3/12/202959,974 58,841 58,174 1.5%
SWK BUYER, Inc. (dba Stonewall Kitchen)(16)(18)First lien senior secured revolving loanP + 4.25%3/12/20293,626 3,520 3,459 0.1%
SWK BUYER, Inc. (dba Stonewall Kitchen)(18)(19)(20)First lien senior secured delayed draw term loanSR + 5.25%3/11/2024— (133)(279)0.0%
287,296 284,177 276,803 7.3%

7


Owl Rock Core Income Corp.

Consolidated Schedule of Investments (Continued)

As of June 30, 2021

2022

(Amounts in thousands, except share amounts)

(Unaudited)

Company(1)(2)(3)(14)(24)

 

Investment

 

Interest

 

Maturity Date

 

Par / Units

 

 

Amortized Cost(4)(20)

 

 

Fair Value

 

 

Percentage of Net Assets

 

 

PATRIOT ACQUISITION TOPCO S.A.R.L. (dba Corza Health, Inc.)(7)

 

First lien senior secured loan

 

L + 6.75%

 

1/29/2028

 

 

864

 

 

 

850

 

 

 

850

 

 

 

0.4

 

%

PATRIOT ACQUISITION TOPCO S.A.R.L. (dba Corza Health, Inc.)(11)(12)

 

First lien senior secured revolving loan

 

L + 6.75%

 

1/29/2026

 

 

 

 

 

(2

)

 

 

(1

)

 

 

 

%

 

 

 

 

 

 

 

 

 

6,892

 

 

 

6,722

 

 

 

6,793

 

 

 

3.2

 

%

Healthcare providers and services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pacific Dental Services, LLC(6)(18)

 

First lien senior secured loan

 

L + 3.50%

 

5/5/2028

 

 

14,000

 

 

 

13,897

 

 

 

13,895

 

 

 

6.6

 

%

Quva Pharma, Inc.(6)

 

First lien senior secured loan

 

L + 5.50%

 

4/12/2028

 

 

4,545

 

 

 

4,412

 

 

 

4,409

 

 

 

2.1

 

%

Quva Pharma, Inc.(11)(12)

 

First lien senior secured revolving loan

 

L + 5.50%

 

4/10/2026

 

 

 

 

 

(13

)

 

 

(14

)

 

 

 

%

Refresh Parent Holdings, Inc.(7)

 

First lien senior secured loan

 

L + 6.50%

 

12/9/2026

 

 

1,192

 

 

 

1,176

 

 

 

1,180

 

 

 

0.6

 

%

Refresh Parent Holdings, Inc.(7)(11)(13)

 

First lien senior secured delayed draw term loan

 

L + 6.50%

 

6/9/2022

 

 

282

 

 

 

277

 

 

 

278

 

 

 

0.1

 

%

Refresh Parent Holdings, Inc.(11)(12)

 

First lien senior secured revolving loan

 

L + 6.50%

 

12/9/2026

 

 

 

 

 

(2

)

 

 

(1

)

 

 

 

%

 

 

 

 

 

 

 

 

 

20,019

 

 

 

19,747

 

 

 

19,747

 

 

 

9.4

 

%

Healthcare technology

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

First lien senior secured loan

 

L + 3.25%

 

3/10/2028

 

 

4,489

 

 

 

4,467

 

 

 

4,473

 

 

 

2.1

 

%

 

 

 

 

 

 

 

 

 

4,489

 

 

 

4,467

 

 

 

4,473

 

 

 

2.1

 

%

Household products

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Walker Edison Furniture Company LLC(8)

 

First lien senior secured loan

 

L + 5.75%

 

3/31/2027

 

 

9,975

 

 

 

9,831

 

 

 

9,875

 

 

 

4.7

 

%

 

 

 

 

 

 

 

 

 

9,975

 

 

 

9,831

 

 

 

9,875

 

 

 

4.7

 

%

Infrastructure and environmental services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Aegion Corp.(7)(18)

 

First lien senior secured loan

 

L + 4.75%

 

5/17/2028

 

 

20,000

 

 

 

19,904

 

 

 

19,899

 

 

 

9.5

 

%

Osmose Utilities Services, Inc.(6)(18)

 

First lien senior secured loan

 

L + 3.25%

 

6/23/2028

 

 

20,000

 

 

 

19,900

 

 

 

19,900

 

 

 

9.5

 

%

USIC Holdings, Inc.(6)(18)

 

First lien senior secured loan

 

L + 3.50%

 

5/12/2028

 

 

15,000

 

 

 

14,926

 

 

 

14,925

 

 

 

7.1

 

%

USIC Holdings, Inc.(6)(18)

 

Second lien senior secured loan

 

L + 6.50%

 

5/14/2029

 

 

18,000

 

 

 

17,823

 

 

 

17,820

 

 

 

8.5

 

%

 

 

 

 

 

 

 

 

 

73,000

 

 

 

72,553

 

 

 

72,544

 

 

 

34.6

 

%

Insurance

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Alliant Holdings Intermediate, LLC(6)(16)(18)

 

First lien senior secured loan

 

L + 3.75%

 

11/5/2027

 

 

3,992

 

 

 

3,972

 

 

 

3,995

 

 

 

1.9

 

%

Evolution BuyerCo, Inc.(7)

 

First lien senior secured loan

 

L + 6.25%

 

4/28/2028

 

 

7,703

 

 

 

7,595

 

 

 

7,593

 

 

 

3.6

 

%

Evolution BuyerCo, Inc.(11)(12)(13)

 

First lien senior secured delayed draw term loan

 

L + 6.25%

 

4/28/2023

 

 

 

 

 

(3

)

 

 

(3

)

 

 

 

%

Evolution BuyerCo, Inc.(11)(12)

 

First lien senior secured revolving loan

 

L + 6.25%

 

4/30/2027

 

 

 

 

 

(9

)

 

 

(10

)

 

 

 

%

Peter C. Foy & Associated Insurance Services, LLC(8)

 

First lien senior secured loan

 

L + 6.50%

 

3/31/2026

 

 

65

 

 

 

65

 

 

 

65

 

 

 

 

%

Company(1)(2)(3)(21)(30)InvestmentInterestMaturity
Date
Par /
Units
Amortized
Cost(4)(26)
Fair
Value
Percentage
of Net
Assets
Containers and packaging
Ascend Buyer, LLC (dba PPC Flexible Packaging)(7)First lien senior secured loanL + 5.75%10/2/202849,955 49,499 48,956 1.3%
Ascend Buyer, LLC (dba PPC Flexible Packaging)(6)(18)First lien senior secured revolving loanL + 5.75%9/30/2027681 636 579 0.0%
Berlin Packaging L.L.C.(7)(22)(23)First lien senior secured loanL + 6.75%3/11/202825,685 24,978 23,844 0.6%
BW Holding, Inc.(10)First lien senior secured loanSR + 4.00%12/14/202821,954 21,700 21,350 0.6%
Charter NEX US, Inc.(6)(22)(23)First lien senior secured loanL + 3.75%12/1/202728,364 27,988 26,640 0.7%
Five Star Lower Holding LLC(9)First lien senior secured loanSR + 4.25%5/5/202921,875 21,575 21,547 0.6%
Fortis Solutions Group, LLC(7)First lien senior secured loanL + 5.50%10/13/202861,568 60,435 59,413 1.5%
Fortis Solutions Group, LLC(18)(19)(20)First lien senior secured delayed draw term loanL + 5.50%10/13/2023— (56)(160)0.0%
Fortis Solutions Group, LLC(7)(18)First lien senior secured revolving loanL + 5.50%10/15/2027450 331 214 0.0%
Indigo Buyer, Inc. (dba Inovar Packaging Group)(10)First lien senior secured loanSR + 5.75%5/23/202882,550 81,740 81,725 2.1%
Indigo Buyer, Inc. (dba Inovar Packaging Group)(18)(20)First lien senior secured delayed draw term loanSR + 5.75%5/23/2024— — — 0.0%
Indigo Buyer, Inc. (dba Inovar Packaging Group)(10)(18)First lien senior secured revolving loanSR + 5.75%5/23/20282,117 1,992 1,990 0.1%
Pregis Topco LLC(6)Second lien senior secured loanL + 6.75%8/1/202930,000 30,000 29,400 0.8%
Pregis Topco LLC(6)Second lien senior secured loanL + 8.00%8/1/20292,500 2,500 2,481 0.1%
Ring Container Technologies Group, LLC(7)(23)First lien senior secured loanL + 3.75%8/12/202831,144 31,037 29,509 0.8%
Tricorbraun Holdings, Inc.(6)(22)(23)First lien senior secured loanL + 3.25%3/3/202826,566 25,597 24,646 0.6%
Valcour Packaging, LLC(8)First lien senior secured loanL + 3.75%10/4/20289,975 9,936 9,935 0.3%
395,384 389,888 382,069 10.1%
Distribution
ABB/Con-cise Optical Group LLC(8)First lien senior secured loanL + 7.50%2/23/202835,383 34,877 35,028 0.9%
ABB/Con-cise Optical Group LLC(16)(18)First lien senior secured revolving loanP + 6.50%2/23/20283,215 3,162 3,178 0.1%
BCPE Empire Holdings, Inc. (dba Imperial-Dade)(9)First lien senior secured loanSR + 4.63%6/11/202681,795 78,944 78,932 2.0%
Dealer Tire, LLC(6)(23)First lien senior secured loanL + 4.25%12/12/20259,031 9,001 8,621 0.2%
Dealer Tire, LLC(17)(22)(23)Unsecured notes8.00%2/1/202856,120 54,838 48,476 1.3%
Individual Foodservice Holdings, LLC(8)First lien senior secured loanL + 6.25%11/21/202516,183 16,044 15,981 0.4%
Individual Foodservice Holdings, LLC(8)First lien senior secured loanL + 6.25%11/21/202518,298 18,142 18,070 0.5%
Individual Foodservice Holdings, LLC(8)(18)(20)First lien senior secured delayed draw term loanL + 6.25%7/6/202320,116 19,853 19,742 0.5%
Individual Foodservice Holdings, LLC(8)(18)(20)First lien senior secured delayed draw term loanL + 6.25%11/30/20233,476 3,118 3,018 0.1%
Individual Foodservice Holdings, LLC(18)(19)First lien senior secured revolving loanL + 6.25%11/22/2024— (1)(1)0.0%
SRS Distribution, Inc.(7)(23)First lien senior secured loanL + 3.50%6/2/202834,888 34,517 32,106 0.8%
White Cap Supply Holdings, LLC(9)(22)(23)First lien senior secured loanSR + 3.75%10/19/202722,299 21,645 20,488 0.5%
300,804 294,140 283,639 7.3%
Education
CIG Emerald Holding LLC(10)(24)First lien senior secured loanSR + 5.50%6/8/202780,000 79,018 79,000 2.0%
Community Brands ParentCo, LLC(9)First lien senior secured loanSR + 5.75%2/24/202831,795 31,197 30,762 0.8%
Community Brands ParentCo, LLC(18)(19)(20)First lien senior secured delayed draw term loanSR + 5.75%2/24/2024— (35)(84)0.0%
Community Brands ParentCo, LLC(18)(19)First lien senior secured revolving loanSR + 5.75%2/24/2028— (35)(61)0.0%
Severin Acquisition, LLC (dba Powerschool)(6)(23)First lien senior secured loanL + 3.00%8/1/202529,858 29,807 28,533 0.7%
Sophia, L.P.(9)First lien senior secured loanSR + 4.00%10/7/202725,000 24,757 24,750 0.6%
Pluralsight, LLC(8)First lien senior secured loanL + 8.00%4/6/20276,255 6,200 6,145 0.2%

8


Owl Rock Core Income Corp.

Consolidated Schedule of Investments (Continued)

As of June 30, 2021

2022

(Amounts in thousands, except share amounts)

(Unaudited)

Company(1)(2)(3)(14)(24)

 

Investment

 

Interest

 

Maturity Date

 

Par / Units

 

 

Amortized Cost(4)(20)

 

 

Fair Value

 

 

Percentage of Net Assets

 

 

Peter C. Foy & Associated Insurance Services, LLC(8)(13)

 

First lien senior secured delayed draw term loan C

 

L + 6.25%

 

3/31/2026

 

 

8

 

 

 

8

 

 

 

8

 

 

 

 

%

Peter C. Foy & Associated Insurance Services, LLC(8)(11)(13)

 

First lien senior secured delayed draw term loan D

 

L + 6.50%

 

9/12/2022

 

 

730

 

 

 

712

 

 

 

730

 

 

 

0.3

 

%

Peter C. Foy & Associated Insurance Services, LLC(8)(11)

 

First lien senior secured revolving loan

 

L + 6.50%

 

3/31/2026

 

 

1

 

 

 

1

 

 

 

1

 

 

 

 

%

 

 

 

 

 

 

 

 

 

12,499

 

 

 

12,341

 

 

 

12,379

 

 

 

5.8

 

%

Internet software and services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BCTO BSI Buyer, Inc. (dba Buildertrend)(7)

 

First lien senior secured loan

 

L + 7.00%

 

12/23/2026

 

 

893

 

 

 

885

 

 

 

888

 

 

 

0.4

 

%

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

 

First lien senior secured revolving loan

 

L + 7.00%

 

12/23/2026

 

 

 

 

 

(1

)

 

 

(1

)

 

 

 

%

BCPE Nucleon (DE) SPV, LP(8)

 

First lien senior secured loan

 

L + 7.00%

 

9/24/2026

 

 

1,333

 

 

 

1,315

 

 

 

1,323

 

 

 

0.6

 

%

Granicus, Inc.(6)

 

First lien senior secured loan

 

L + 6.25%

 

1/29/2027

 

 

1,768

 

 

 

1,728

 

 

 

1,733

 

 

 

0.8

 

%

Granicus, Inc.(11)(12)(13)

 

First lien senior secured delayed draw term loan

 

L + 6.25%

 

1/30/2023

 

 

 

 

 

(1

)

 

 

(1

)

 

 

 

%

Granicus, Inc.(11)(12)(13)

 

First lien senior secured delayed draw term loan

 

L + 6.00%

 

4/23/2023

 

 

 

 

 

(3

)

 

 

(3

)

 

 

 

%

Granicus, Inc.(11)(12)

 

First lien senior secured revolving loan

 

L + 6.25%

 

1/29/2027

 

 

 

 

 

(4

)

 

 

(3

)

 

 

 

%

Help/Systems Holdings, Inc.(7)(18)

 

First lien senior secured loan

 

L + 4.75%

 

11/19/2026

 

 

6,484

 

 

 

6,484

 

 

 

6,484

 

 

 

3.1

 

%

Hyland Software, Inc.(6)

 

Second lien senior secured loan

 

L + 6.25%

 

7/7/2025

 

 

22,500

 

 

 

22,490

 

 

 

22,574

 

 

 

10.8

 

%

MessageBird Bidco B.V.(7)(17)

 

First lien senior secured loan

 

L + 6.75%

 

5/5/2027

 

 

5,000

 

 

 

4,892

 

 

 

4,889

 

 

 

2.3

 

%

Thunder Purchaser, Inc.(7)

 

First lien senior secured note

 

L + 5.75%

 

6/30/2028

 

 

7,729

 

 

 

7,651

 

 

 

7,651

 

 

 

3.6

 

%

Thunder Purchaser, Inc.(11)(12)

 

First lien senior secured revolving loan

 

P + 4.75%

 

6/30/2027

 

 

 

 

 

(7

)

 

 

(7

)

 

 

 

%

Thunder Purchaser, Inc.(11)(13)

 

First lien senior secured delayed draw term loan

 

L + 5.75%

 

6/30/2023

 

 

 

 

 

 

 

 

 

 

 

 

%

 

 

 

 

 

 

 

 

 

45,707

 

 

 

45,429

 

 

 

45,527

 

 

 

21.6

 

%

Manufacturing

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ACR Group Borrower, LLC(7)

 

First lien senior secured loan

 

L + 4.50%

 

3/31/2028

 

 

4,125

 

 

 

4,066

 

 

 

4,072

 

 

 

1.9

 

%

ACR Group Borrower, LLC(11)(12)

 

First lien senior secured revolving loan

 

L + 4.50%

 

3/31/2026

 

 

 

 

 

(12

)

 

 

(11

)

 

 

 

%

Engineered Machinery Holdings (dba Duravant)(7)(18)

 

Second lien senior secured loan

 

L + 6.50%

 

5/21/2029

 

 

21,000

 

 

 

20,900

 

 

 

20,895

 

 

 

10.0

 

%

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

 

Second lien senior secured loan

 

L + 8.25%

 

12/28/2028

 

 

900

 

 

 

878

 

 

 

887

 

 

 

0.4

 

%

 

 

 

 

 

 

 

 

 

26,025

 

 

 

25,832

 

 

 

25,843

 

 

 

12.3

 

%

Company(1)(2)(3)(21)(30)InvestmentInterestMaturity
Date
Par /
Units
Amortized
Cost(4)(26)
Fair
Value
Percentage
of Net
Assets
Pluralsight, LLC(18)(19)First lien senior secured revolving loanL + 8.00%4/6/2027— (3)(7)0.0%
172,908 170,906 169,038 4.3%
Energy equipment and services
AZZ Inc.(9)(22)(24)First lien senior secured loanSR + 4.25%5/13/202910,000 9,654 9,650 0.2%
Brookfield WEC Holdings Inc.(9)(22)(23)First lien senior secured loanSR + 3.75%8/1/20253,500 3,363 3,358 0.1%
Pike Corp.(6)(22)(23)First lien senior secured loanL + 3.00%1/21/202815,791 15,476 14,978 0.4%
29,291 28,493 27,986 0.7%
Financial services
Acuris Finance US, Inc. (ION Analytics) (10)(22)(23)First lien senior secured loanSR + 4.00%2/16/202815,000 14,888 14,100 0.4%
AllSpring Buyer(10)(22)First lien senior secured loanSR + 4.00%11/1/20285,000 4,802 4,800 0.1%
AxiomSL Group, Inc.(6)First lien senior secured loanL + 6.00%12/3/202735,008 34,695 34,133 0.9%
AxiomSL Group, Inc.(18)(19)(20)First lien senior secured delayed draw term loanL + 6.00%7/21/2023— (9)(32)0.0%
AxiomSL Group, Inc.(18)(19)First lien senior secured revolving loanL + 6.00%12/3/2025— (21)(65)0.0%
Deerfield Dakota Holding, LLC(9)(22)(23)First lien senior secured loanSR + 3.75%4/9/20275,940 5,936 5,547 0.1%
Hg Genesis 9 Sumoco Limited(14)(24)Unsecured facilityE + 7.00% PIK3/10/2027117,057 122,892 116,214 3.0%
Hg Saturn LuchaCo Limited(15)(24)Unsecured facilitySA + 7.50% PIK3/30/20261,971 2,223 1,936 0.1%
Muine Gall, LLC(8)(24)(28)First lien senior secured loanL + 7.00% PIK9/20/202490,061 90,391 88,710 2.3%
NMI Acquisitionco, Inc. (dba Network Merchants)(6)First lien senior secured loanL + 5.75%9/8/20258,516 8,445 8,325 0.2%
NMI Acquisitionco, Inc. (dba Network Merchants)(6)(18)(20)First lien senior secured delayed draw term loanL + 5.75%10/2/20231,672 1,643 1,614 0.0%
NMI Acquisitionco, Inc. (dba Network Merchants)(18)(19)(20)First lien senior secured revolving loanL + 5.75%9/6/2025— (7)(13)0.0%
Smarsh Inc.(11)First lien senior secured loanSR + 6.50%2/16/202983,048 82,250 81,179 2.1%
Smarsh Inc.(18)(19)(20)First lien senior secured delayed draw term loanSR + 6.50%2/19/2024— (98)(260)0.0%
Smarsh Inc.(18)(19)First lien senior secured revolving loanSR + 6.50%2/16/2029— (49)(117)0.0%
363,273 367,981 356,071 9.2%
Food and beverage
Balrog Acquisition, Inc. (dba Bakemark)(7)First lien senior secured loanL + 4.00%9/5/202813,930 13,799 13,199 0.3%
Balrog Acquisition, Inc. (dba BakeMark)(8)Second lien senior secured loanL + 7.00%9/3/20296,000 5,954 5,835 0.2%
CFS Brands, LLC(6)First lien senior secured loanL + 3.00%3/20/202538,560 37,345 36,439 0.9%
CFS Brands, LLC(18)(19)(20)First lien senior secured delayed draw term loanL + 3.00%12/2/2022— — (227)0.0%
Dessert Holdings(7)First lien senior secured loanL + 4.00%6/9/202819,900 19,805 18,258 0.5%
Eagle Parent Corp.(10)(23)First lien senior secured loanSR + 4.25%4/2/20297,481 7,299 7,157 0.2%
Hissho Sushi Merger Sub LLC(10)First lien senior secured loanSR + 6.00%5/18/2028113,686 112,569 112,549 2.9%
Hissho Sushi Merger Sub LLC(10)(18)First lien senior secured revolving loanSR + 6.00%5/18/20282,041 1,955 1,953 0.1%
Innovation Ventures HoldCo, LLC (9)First lien senior secured loanSR + 6.25%3/11/2027275,000 269,997 267,439 7.0%
KBP Brands, LLC(8)First lien senior secured loanL + 5.00%5/26/202714,727 14,551 14,322 0.4%
KBP Brands, LLC(8)(18)(20)First lien senior secured delayed draw term loanL + 5.00%12/22/202333,280 32,844 32,271 0.8%
Naked Juice LLC (dba Tropicana)(10)(23)First lien senior secured loanSR + 3.25%1/24/202925,000 24,961 23,220 0.6%
Ole Smoky Distillery, LLC(10)First lien senior secured loanSR + 5.25%3/31/202825,035 24,552 24,159 0.6%
Ole Smoky Distillery, LLC(18)(19)First lien senior secured revolving loanSR + 5.25%3/31/2028— (63)(116)0.0%
Shearer's Foods, LLC(6)(23)First lien senior secured loanL + 3.50%9/23/202748,621 48,609 43,968 1.1%
Sovos Brands Intermediate, Inc.(8)(23)First lien senior secured loanL + 3.50%6/8/202810,145 10,136 9,555 0.2%

9


Owl Rock Core Income Corp.

Consolidated Schedule of Investments (Continued)

As of June 30, 2021

2022

(Amounts in thousands, except share amounts)

(Unaudited)

Company(1)(2)(3)(14)(24)

 

Investment

 

Interest

 

Maturity Date

 

Par / Units

 

 

Amortized Cost(4)(20)

 

 

Fair Value

 

 

Percentage of Net Assets

 

 

Professional Services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Relativity ODA LLC(6)

 

First lien senior secured loan

 

L + 7.50% PIK

 

5/12/2027

 

 

4,386

 

 

 

4,322

 

 

 

4,320

 

 

 

2.1

 

%

Relativity ODA LLC(11)(12)

 

First lien senior secured revolving loan

 

L + 6.50%

 

5/12/2027

 

 

 

 

 

(6

)

 

 

(7

)

 

 

 

%

 

 

 

 

 

 

 

 

 

4,386

 

 

 

4,316

 

 

 

4,313

 

 

 

2.1

 

%

Specialty retail

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Milan Laser Holdings LLC(7)

 

First lien senior secured loan

 

L + 5.00%

 

4/27/2027

 

 

20,735

 

 

 

20,533

 

 

 

20,528

 

 

 

9.8

 

%

Milan Laser Holdings LLC(11)(12)

 

First lien senior secured revolving loan

 

L + 5.00%

 

4/27/2027

 

 

 

 

 

(17

)

 

 

(18

)

 

 

 

%

 

 

 

 

 

 

 

 

 

20,735

 

 

 

20,516

 

 

 

20,510

 

 

 

9.8

 

%

Telecommunications

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Park Place Technologies, LLC(6)

 

First lien senior secured loan

 

L + 5.00%

 

11/10/2027

 

 

998

 

 

 

960

 

 

 

980

 

 

 

0.5

 

%

 

 

 

 

 

 

 

 

 

998

 

 

 

960

 

 

 

980

 

 

 

0.5

 

%

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

 

 

 

 

 

 

 

$

410,327

 

 

$

406,419

 

 

$

407,223

 

 

 

193.8

 

%

Equity Investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Automotive

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Metis HoldCo, Inc. (dba Mavis Tire Express Services)(10)

 

Series A Convertible Preferred Stock

 

7.00% PIK

 

N/A

 

 

10,887

 

 

 

10,524

 

 

 

10,514

 

 

 

5.0

 

%

 

 

 

 

 

 

 

 

 

 

 

 

 

10,524

 

 

 

10,514

 

 

 

5.0

 

%

Buildings and real estate

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Skyline Holdco B, Inc. (dba Dodge Data & Analytics)(10)(19)

 

Series A Preferred Stock

 

N/A

 

N/A

 

 

143,963

 

 

 

216

 

 

 

216

 

 

 

 

%

 

 

 

 

 

 

 

 

 

 

 

 

 

216

 

 

 

216

 

 

 

 

%

Business services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Hercules Buyer, LLC (dba The Vincit Group)(10)(15)(19)

 

Common Units

 

N/A

 

N/A

 

 

12

 

 

 

10

 

 

 

12

 

 

 

 

%

 

 

 

 

 

 

 

 

 

 

 

 

 

10

 

 

 

12

 

 

 

 

%

Consumer products

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ASP Conair Holdings LP(10)(19)

 

Class A Units

 

N/A

 

N/A

 

 

9,286

 

 

 

929

 

 

 

929

 

 

 

0.4

 

%

 

 

 

 

 

 

 

 

 

 

 

 

 

929

 

 

 

929

 

 

 

0.4

 

%

Healthcare equipment and services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

KPCI Holdings, L.P.(10)(19)

 

LP Interest

 

N/A

 

N/A

 

 

313

 

 

 

313

 

 

 

362

 

 

 

0.2

 

%

Patriot Holdings SCSp (dba Corza Health, Inc.)(10)

 

Class A Units

 

8.00% PIK

 

N/A

 

 

47

 

 

 

47

 

 

 

47

 

 

 

 

%

Patriot Holdings SCSp (dba Corza Health, Inc.)(10)(19)

 

Class B Units

 

N/A

 

N/A

 

 

629

 

 

 

 

 

 

 

 

 

 

%

 

 

 

 

 

 

 

 

 

 

 

 

 

360

 

 

 

409

 

 

 

0.2

 

%

Healthcare providers and services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Restore OMH Intermediate Holdings, Inc.(10)

 

Senior Preferred Stock

 

13.00% PIK

 

N/A

 

 

327

 

 

 

319

 

 

 

319

 

 

 

0.2

 

%

 

 

 

 

 

 

 

 

 

 

 

 

 

319

 

 

 

319

 

 

 

0.2

 

%

Insurance

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Evolution Parent, LP(10)(19)

 

LP Interest

 

N/A

 

N/A

 

 

270,270

 

 

 

270

 

 

 

270

 

 

 

0.1

 

%

PCF Holdco, LLC(10)(11)(19)

 

Class A Units

 

N/A

 

N/A

 

 

 

 

 

 

 

 

 

 

 

 

%

 

 

 

 

 

 

 

 

 

 

 

 

 

270

 

 

 

270

 

 

 

0.1

 

%

Internet software and services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

MessageBird BidCo B.V.(10)(17)(19)

 

Warrants

 

N/A

 

N/A

 

 

798

 

 

 

49

 

 

 

49

 

 

 

 

%

Company(1)(2)(3)(21)(30)InvestmentInterestMaturity
Date
Par /
Units
Amortized
Cost(4)(26)
Fair
Value
Percentage
of Net
Assets
Ultimate Baked Goods Midco, LLC(6)First lien senior secured loanL + 6.50%8/13/202716,418 16,057 15,597 0.4%
Ultimate Baked Goods Midco, LLC(6)(18)First lien senior secured revolving loanL + 6.50%8/13/20271,200 1,157 1,100 0.0%
651,024 641,527 626,678 16.2%
Healthcare equipment and services
Canadian Hospital Specialties Ltd.(13)(24)First lien senior secured loanC + 4.50%4/14/20283,439 3,495 3,336 0.1%
Canadian Hospital Specialties Ltd.(13)(18)(20)(24)First lien senior secured delayed draw term loanC + 4.50%4/15/2023250 251 208 0.0%
Canadian Hospital Specialties Ltd.(12)(18)(24)First lien senior secured revolving loanC + 4.50%4/15/2027306 311 286 0.0%
Confluent Medical Technologies, Inc.(10)First lien senior secured loanSR + 3.75%2/16/202934,913 34,745 33,952 0.9%
Confluent Medical Technologies, Inc.(10)Second lien senior secured loanSR + 6.50%2/18/203046,000 45,113 43,815 1.1%
Dermatology Intermediate Holdings III, Inc(9)(22)First lien senior secured loanSR + 4.25%4/2/202923,169 22,718 22,706 0.6%
Dermatology Intermediate Holdings III, Inc(9)(18)(20)(22)First lien senior secured delayed draw term loanSR + 4.25%4/1/2024684 671 671 0.0%
CSC MKG Topco LLC. (dba Medical Knowledge Group)(7)First lien senior secured loanL + 5.75%2/1/202998,202 96,331 95,011 2.5%
CSC MKG Topco LLC. (dba Medical Knowledge Group)(18)(19)First lien senior secured revolving loanL + 5.75%2/1/2029— (243)(420)0.0%
Medline Borrower, LP(6)(23)First lien senior secured loanL + 3.25%10/23/202831,297 30,866 28,974 0.8%
Medline Borrower, LP(18)(19)First lien senior secured revolving loanL + 3.25%10/21/2026— (39)(187)0.0%
MJH Healthcare Holdings, LLC(9)(22)First lien senior secured loanSR + 3.50%1/28/202923,800 23,715 23,205 0.6%
Packaging Coordinators Midco, Inc.(7)Second lien senior secured loanL + 7.00%12/13/202953,918 52,322 51,492 1.3%
Patriot Acquisition TopCo S.A.R.L (dba Corza Health, Inc.)(7)(24)First lien senior secured loanL + 6.75%1/31/202850,553 49,844 49,542 1.3%
Patriot Acquisition TopCo S.A.R.L (dba Corza Health, Inc.)(7)(24)First lien senior secured delayed draw term loanL + 6.75%1/31/2028605 596 593 0.0%
Patriot Acquisition TopCo S.A.R.L (dba Corza Health, Inc.)(18)(19)(24)First lien senior secured revolving loanL + 6.75%1/29/2026— (1)(2)0.0%
Rhea Parent, Inc.(10)First lien senior secured loanSR + 5.75%2/19/202977,768 76,278 75,240 1.9%
444,904 436,973 428,422 11.1%
Healthcare providers and services
Ex Vivo Parent Inc. (dba OB Hospitalist)(6)First lien senior secured loanL + 9.50%9/27/202830,503 29,901 29,740 0.8%
Natural Partners, LLC(6)(24)First lien senior secured loanL + 6.00%11/29/202769,025 67,719 66,782 1.7%
Natural Partners, LLC(18)(19)(24)First lien senior secured revolving loanL + 6.00%11/29/2027— (96)(165)0.0%
OB Hospitalist Group, Inc.(7)First lien senior secured loanL + 5.50%9/27/202761,348 60,252 60,238 1.6%
OB Hospitalist Group, Inc.(6)(18)First lien senior secured revolving loanL + 5.50%9/27/2027853 713 708 0.0%
Phoenix Newco, Inc. (dba Parexel)(6)(23)First lien senior secured loanL + 3.25%11/15/202827,431 27,305 25,703 0.7%
Parexel International, Inc. (dba Parexel)(6)Second lien senior secured loanL + 6.50%11/15/2029140,000 138,632 135,100 3.5%
Plasma Buyer LLC (dba Pathgroup)(10)First lien senior secured loanSR + 5.75%5/14/2029110,132 107,964 107,929 2.8%
Plasma Buyer LLC (dba Pathgroup)(18)(19)(20)First lien senior secured delayed draw term loanSR + 5.75%5/13/2024— (280)(286)0.0%
Plasma Buyer LLC (dba Pathgroup)(18)(19)First lien senior secured revolving loanSR + 5.75%5/12/2028— (239)(245)0.0%
Pediatric Associates Holding Company, LLC(22)First lien senior secured loanL + 3.25%12/29/202823,389 23,303 22,746 0.6%
Pediatric Associates Holding Company, LLC(18)(20)(22)First lien senior secured delayed draw term loanL + 3.25%2/11/20241,772 1,767 1,683 0.0%
Physician Partners, LLC(9)First lien senior secured loanSR + 4.00%12/26/202822,943 22,680 21,681 0.6%
Premise Health Holding(10)(22)First lien senior secured loanSR + 4.75%7/10/20253,250 3,186 3,185 0.1%
TC Holdings, LLC (dba TrialCard)(10)First lien senior secured loanSR + 5.00%4/14/202764,732 64,109 64,085 1.7%
TC Holdings, LLC (dba TrialCard)(18)(19)First lien senior secured revolving loanSR + 5.00%4/14/2027— (74)(78)0.0%
Tivity Health, Inc(10)First lien senior secured loanSR + 6.00%6/28/2029152,000 148,222 148,218 3.8%
Unified Women's Healthcare, LP(9)First lien senior secured loanSR + 5.50%6/18/202978,836 78,248 78,245 2.0%

10


Owl Rock Core Income Corp.

Consolidated Schedule of Investments (Continued)

As of June 30, 2021

2022

(Amounts in thousands, except share amounts)

(Unaudited)

Company(1)(2)(3)(14)(24)

 

Investment

 

Interest

 

Maturity Date

 

Par / Units

 

 

Amortized Cost(4)(20)

 

 

Fair Value

 

 

Percentage of Net Assets

 

 

Thunder Topco L.P.(10)(19)

 

Common Units

 

N/A

 

N/A

 

 

680,457

 

 

 

680

 

 

 

680

 

 

 

0.3

 

%

 

 

 

 

 

 

 

 

 

 

 

 

 

729

 

 

 

729

 

 

 

0.3

 

%

Manufacturing

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gloves Holding, LP (dba Protective Industrial Products)(10)(19)

 

LP Interest

 

N/A

 

N/A

 

 

100

 

 

 

100

 

 

 

112

 

 

 

0.1

 

%

 

 

 

 

 

 

 

 

 

 

 

 

 

100

 

 

 

112

 

 

 

0.1

 

%

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

 

 

 

 

 

 

 

 

 

 

 

$

13,457

 

 

$

13,510

 

 

 

6.3

 

%

Total Investments

 

 

 

 

 

 

 

 

 

 

 

$

419,876

 

 

$

420,733

 

 

 

200.1

 

%

Company(1)(2)(3)(21)(30)InvestmentInterestMaturity
Date
Par /
Units
Amortized
Cost(4)(26)
Fair
Value
Percentage
of Net
Assets
Unified Women's Healthcare, LP(18)(19)(20)First lien senior secured delayed draw term loanSR + 5.50%6/17/2024— (38)(38)0.0%
Unified Women's Healthcare, LP(18)(19)First lien senior secured revolving loanSR + 5.50%6/18/2029— (61)(61)0.0%
Quva Pharma, Inc. (7)First lien senior secured loanL + 5.50%4/12/20284,511 4,395 4,399 0.1%
Quva Pharma, Inc. (8)(18)First lien senior secured revolving loanL + 5.50%4/10/2026236 226 225 0.0%
Diagnostic Services Holdings, Inc. (dba Rayus Radiology)(7)First lien senior secured loanL + 5.50%3/17/2025120,290 120,290 118,786 3.1%
Vermont Aus Pty Ltd.(10)(24)First lien senior secured loanSR + 5.50%3/22/202854,364 53,060 52,325 1.4%
965,615 951,184 940,905 24.5%
Healthcare technology
Athenahealth Group Inc.(9)(23)First lien senior secured loanSR + 3.50%2/15/202938,478 38,294 35,327 0.9%
Athenahealth Group Inc.(18)(19)(20)(23)First lien senior secured delayed draw term loanSR + 3.50%8/15/2023— — (502)0.0%
BCPE Osprey Buyer, Inc. (dba PartsSource)(8)First lien senior secured loanL + 5.75%8/23/202854,039 53,263 52,418 1.4%
BCPE Osprey Buyer, Inc. (dba PartsSource)(18)(19)(20)First lien senior secured delayed draw term loanL + 5.75%8/23/2023— (206)(582)0.0%
BCPE Osprey Buyer, Inc. (dba PartsSource)(18)(19)First lien senior secured revolving loanL + 5.75%8/21/2026— (62)(140)0.0%
IMO Investor Holdings, Inc.(11)First lien senior secured loanSR + 6.00%5/11/202920,846 20,436 20,429 0.5%
IMO Investor Holdings, Inc.(18)(19)(20)First lien senior secured delayed draw term loanSR + 6.00%5/13/2024— (49)(50)0.0%
IMO Investor Holdings, Inc.(9)(18)First lien senior secured revolving loanSR + 6.00%5/11/2028248 200 199 0.0%
Interoperability Bidco, Inc. (dba Lyniate)(10)First lien senior secured loanSR + 7.00%12/24/202676,331 75,865 74,995 1.9%
Interoperability Bidco, Inc. (dba Lyniate)(18)(19)First lien senior secured revolving loanL + 7.00%12/26/2024— (19)(61)0.0%
GI Ranger Intermediate, LLC (dba Rectangle Health)(10)First lien senior secured loanSR + 6.00%10/30/202820,922 20,535 20,242 0.6%
GI Ranger Intermediate, LLC (dba Rectangle Health)(18)(19)(20)First lien senior secured delayed draw term loanSR + 6.00%10/29/2023— (95)(225)0.0%
GI Ranger Intermediate, LLC (dba Rectangle Health)(10)(18)First lien senior secured revolving loanSR + 6.00%10/29/2027167 138 113 0.0%
Imprivata, Inc.(9)First lien senior secured loanSR + 4.25%12/1/202725,420 24,683 24,683 0.6%
Imprivata, Inc.(9)Second lien senior secured loanSR + 6.25%12/1/202850,294 49,791 49,791 1.3%
Inovalon Holdings, Inc.(7)First lien senior secured loanL + 6.25% (incl. 2.75% PIK)11/24/202880,560 78,720 77,338 2.0%
Inovalon Holdings, Inc.(18)(19)(20)First lien senior secured delayed draw term loanL + 5.75%5/24/2024— (97)(233)0.0%
Inovalon Holdings, Inc.(6)Second lien senior secured loanL + 10.50% PIK11/24/203340,321 39,585 39,212 1.0%
Intelerad Medical Systems Inc.(7)(24)First lien senior secured loanL + 6.25%8/21/202628,711 28,396 28,280 0.7%
Intelerad Medical Systems Inc.(7)(18)(24)First lien senior secured revolving loanL + 6.25%8/21/2026744 744 727 0.0%
PointClickCare Technologies Inc.(10)(24)First lien senior secured loanSR + 4.00%12/29/202719,950 19,663 19,352 0.5%
Verscend Holding Corp.(6)(22)(23)First lien senior secured loanL + 4.00%8/27/20259,995 9,727 9,545 0.2%
Project Ruby Ultimate Parent Corp. (dba Wellsky)(6)(23)First lien senior secured loanL + 3.25%3/10/20284,444 4,425 4,156 0.1%
471,470 463,937 455,014 11.7%
Household products
Aptive Environmental, LLC(17)First lien senior secured loan12.00% (incl. 6.00% PIK)1/23/20267,184 5,984 5,999 0.2%
Mario Purchaser, LLC (dba Len the Plumber)(9)First lien senior secured loanSR + 5.75%4/25/202976,093 74,602 74,571 1.9%
Mario Purchaser, LLC (dba Len the Plumber)(18)(19)(20)First lien senior secured delayed draw term loanSR + 5.75%4/25/2024— (392)(402)0.0%
Mario Purchaser, LLC (dba Len the Plumber)(18)(19)First lien senior secured revolving loanSR + 5.75%4/25/2028— (156)(161)0.0%
LTP Holdco, LLC (dba Len the Plumber)(9)Unsecured facilitySR + 10.75% PIK4/25/203222,162 21,518 21,498 0.6%
Simplisafe Holding Corporation(9)First lien senior secured loanSR + 6.25%4/30/2027128,395 125,893 125,827 3.3%
Simplisafe Holding Corporation(18)(19)(20)First lien senior secured delayed draw term loanSR + 6.25%5/2/2024— (155)(160)0.0%
Southern Air & Heat Holdings, LLC(7)First lien senior secured loanL + 4.50%10/1/20271,085 1,070 1,052 0.0%

________________

11

Owl Rock Core Income Corp.
Consolidated Schedule of Investments
As of June 30, 2022
(Amounts in thousands, except share amounts)
(Unaudited)
Company(1)(2)(3)(21)(30)InvestmentInterestMaturity
Date
Par /
Units
Amortized
Cost(4)(26)
Fair
Value
Percentage
of Net
Assets
Southern Air & Heat Holdings, LLC(7)(18)(20)First lien senior secured delayed draw term loanL + 4.50%10/1/2023276 262 242 0.0%
Southern Air & Heat Holdings, LLC(7)(18)First lien senior secured revolving loanL + 4.50%10/1/202779 75 70 0.0%
Walker Edison Furniture Company LLC(7)First lien senior secured loanL + 8.75% (incl. 3.00% PIK)3/31/202710,047 10,047 8,440 0.2%
245,321 238,748 236,976 6.2%
Human resource support services
Cornerstone OnDemand, Inc.(6)(22)First lien senior secured loanL + 3.75%10/16/202819,950 19,859 17,805 0.5%
 Cornerstone OnDemand, Inc.(6)Second lien senior secured loanL + 6.50%10/15/202944,583 43,959 40,348 1.0%
IG Investments Holdings, LLC (dba Insight Global)(7)First lien senior secured loanL + 6.00%9/22/202848,274 47,416 47,067 1.3%
IG Investments Holdings, LLC (dba Insight Global)(16)(18)First lien senior secured revolving loanP + 5.00%9/22/2027993 931 903 0.0%
113,800 112,165 106,123 2.8%
Infrastructure and environmental services
Aegion Corp.(6)(22)First lien senior secured loanL + 4.75%5/17/20284,962 4,942 4,528 0.1%
The Goldfield Corp.(9)First lien senior secured loanSR + 6.25%12/30/20261,000 980 980 0.0%
Osmose Utilities Services, Inc.(6)(22)(23)First lien senior secured loanL + 3.25%6/23/202824,685 24,626 21,923 0.6%
USIC Holdings, Inc.(6)(22)(23)First lien senior secured loanL + 3.50%5/12/20287,955 7,919 7,382 0.2%
USIC Holdings, Inc.(6)(22)Second lien senior secured loanL + 6.50%5/14/202939,691 39,469 37,111 1.0%
Tamarack Intermediate, L.L.C. (dba Verisk 3E)(10)First lien senior secured loanSR + 5.50%3/13/202832,610 31,985 31,550 0.8%
Tamarack Intermediate, L.L.C. (dba Verisk 3E)(18)(19)First lien senior secured revolving loanSR + 5.50%3/13/2028— (101)(173)0.0%
110,903 109,820 103,301 2.7%
Insurance
Alera Group, Inc.(6)First lien senior secured loanL + 5.50%10/2/202881,158 79,493 79,478 2.1%
Alera Group, Inc.(6)(18)(20)First lien senior secured delayed draw term loanL + 5.50%10/2/202322,272 21,809 21,803 0.6%
Alera Group, Inc.(6)(18)(20)First lien senior secured delayed draw term loanL + 5.50%10/2/202312,827 12,271 12,202 0.3%
AmeriLife Holdings LLC(6)(23)First lien senior secured loanL + 4.00%3/18/20273,980 3,942 3,799 0.1%
AssuredPartners, Inc.(6)(22)(23)First lien senior secured loanL + 3.50%2/12/20277,920 7,920 7,408 0.2%
AssuredPartners, Inc.(9)(22)(23)First lien senior secured loanSR + 3.50%2/12/202724,938 24,880 23,192 0.6%
Asurion, LLC(6)(23)Second lien senior secured loanL + 5.25%1/22/2029154,017 150,163 130,145 3.4%
Brightway Holdings, LLC(6)First lien senior secured loanL + 6.50%12/16/202717,850 17,643 17,359 0.4%
Brightway Holdings, LLC(18)(19)First lien senior secured revolving loanL + 6.50%12/16/2027— (24)(58)0.0%
Evolution BuyerCo, Inc. (dba SIAA)(7)First lien senior secured loanL + 6.25%4/28/20288,986 8,875 8,762 0.2%
Evolution BuyerCo, Inc. (dba SIAA)(18)(20)First lien senior secured delayed draw term loanL + 6.25%6/16/20236,861 6,797 6,532 0.2%
Evolution BuyerCo, Inc. (dba SIAA)(18)(19)First lien senior secured revolving loanL + 6.25%4/30/2027— (8)(17)0.0%
Hub International Limited(7)(22)(23)First lien senior secured loanL + 3.25%4/25/20259,975 9,968 9,441 0.2%
KUSRP Intermediate, Inc. (dba U.S. Retirement and Benefits Partners)(8)First lien senior secured loanL + 9.50% PIK7/24/202812,887 12,664 12,565 0.3%
KWOR Acquisition, Inc. (dba Alacrity Solutions)(18)(19)(20)First lien senior secured delayed draw term loanL + 5.25%6/22/2024— (87)(87)0.0%
Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services)(8)First lien senior secured loanL + 6.00%11/1/202884,421 83,620 83,578 2.2%
Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services)(9)(18)(20)First lien senior secured delayed draw term loanSR + 6.00%8/16/202342,000 41,591 41,580 1.1%
Peter C. Foy & Associated Insurance Services, LLC(18)(20)First lien senior secured delayed draw term loanSR + 0.00%12/15/2023— — — 0.0%
Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services)(18)(19)First lien senior secured revolving loanL + 6.00%11/1/2027— (23)(26)0.0%
PCF Midco II, LLC (dba PCF Insurance Services)(17)First lien senior secured loan9.00% PIK10/31/203147,065 43,019 41,064 1.1%
Tempo Buyer Corp. (dba Global Claims Services)(7)First lien senior secured loanL + 5.50%8/28/202836,341 35,686 35,069 0.9%
12

Owl Rock Core Income Corp.
Consolidated Schedule of Investments
As of June 30, 2022
(Amounts in thousands, except share amounts)
(Unaudited)
Company(1)(2)(3)(21)(30)InvestmentInterestMaturity
Date
Par /
Units
Amortized
Cost(4)(26)
Fair
Value
Percentage
of Net
Assets
Tempo Buyer Corp. (dba Global Claims Services)(18)(19)(20)First lien senior secured delayed draw term loanL + 5.50%8/26/2023— (91)(258)0.0%
Tempo Buyer Corp. (dba Global Claims Services)(16)(18)First lien senior secured revolving loanP + 4.50%8/26/2027206 118 26 0.0%
USRP Holdings, Inc. (dba U.S. Retirement and Benefits Partners)(7)First lien senior secured loanL + 5.50%7/23/202714,980 14,719 14,455 0.4%
USRP Holdings, Inc. (dba U.S. Retirement and Benefits Partners)(18)(19)First lien senior secured revolving loanL + 5.50%7/23/2027— (19)(38)0.0%
KWOR Acquisition, Inc. (dba Alacrity Solutions)(6)First lien senior secured loanL + 5.25%12/22/202832,867 32,356 32,210 0.8%
KWOR Acquisition, Inc. (dba Alacrity Solutions)(16)(18)First lien senior secured revolving loanP + 4.25%12/22/2027461 414 393 0.0%
622,012 607,696 580,577 15.1%
Internet software and services
Anaplan, Inc.(9)First lien senior secured loanSR + 6.50%6/21/2029229,639 227,355 227,343 5.9%
Anaplan, Inc.(18)(19)First lien senior secured revolving loanSR + 6.50%6/21/2028— (164)(165)0.0%
Appfire Technologies, LLC(18)(19)(20)First lien senior secured delayed draw term loanSR + 5.50%6/14/2024— (135)(138)0.0%
Appfire Technologies, LLC(6)(18)First lien senior secured revolving loanL + 5.50%3/9/202793 69 69 0.0%
Armstrong Bidco Ltd. (dba The Access Group)(15)(24)First lien senior secured loanSA +5.75%6/28/202932,268 31,874 31,462 0.8%
Armstrong Bidco Ltd. (dba The Access Group)(18)(20)(24)First lien senior secured delayed draw term loanSA +5.75%6/30/2025— — — 0.0%
Bayshore Intermediate #2, L.P. (dba Boomi)(7)First lien senior secured loanL + 7.75% PIK10/2/202820,264 19,868 19,656 0.5%
Bayshore Intermediate #2, L.P. (dba Boomi)(18)(19)First lien senior secured revolving loanL + 6.75%10/1/2027— (31)(48)0.0%
BCPE Nucleon (DE) SPV, LP(8)First lien senior secured loanL + 7.00%9/24/202624,012 23,776 23,712 0.6%
BCTO BSI Buyer, Inc. (dba Buildertrend)(7)First lien senior secured loanL + 8.00% PIK12/23/2026911 904 904 0.0%
BCTO BSI Buyer, Inc. (dba Buildertrend)(6)(18)First lien senior secured revolving loanL + 7.00%12/23/202671 70 70 0.0%
CivicPlus, LLC(7)First lien senior secured loanL + 6.00%8/24/202723,023 22,805 22,793 0.5%
CivicPlus, LLC(7)First lien senior secured delayed draw term loanL + 6.00%8/24/20274,400 4,357 4,356 0.1%
CivicPlus, LLC(18)(19)First lien senior secured revolving loanL + 6.00%8/24/2027— (21)(22)0.0%
CP PIK Debt Issuer, LLC (dba CivicPlus, LLC)(9)Unsecured notesSR + 11.75% PIK6/9/203413,429 13,028 13,027 0.3%
Delta TopCo, Inc. (dba Infoblox, Inc.)(7)(23)First lien senior secured loanL + 3.75%12/1/202714,962 14,884 13,512 0.3%
Delta TopCo, Inc. (dba Infoblox, Inc.)(8)Second lien senior secured loanL + 7.25%12/1/202849,222 48,948 45,776 1.2%
E2open, LLC(7)(22)(23)(24)First lien senior secured loanL + 3.50%2/4/20283,888 3,869 3,663 0.1%
EET Buyer, Inc. (dba e-Emphasys)(8)First lien senior secured loanL + 5.75%11/8/202719,497 19,320 19,107 0.5%
EET Buyer, Inc. (dba e-Emphasys)(18)(19)First lien senior secured revolving loanL + 5.75%11/8/2027— (17)(39)0.0%
GovBrands Intermediate, Inc.(7)First lien senior secured loanL + 5.50%8/4/20278,304 8,123 7,910 0.2%
GovBrands Intermediate, Inc.(7)(18)(20)First lien senior secured delayed draw term loanL + 5.50%8/4/20231,868 1,818 1,749 0.0%
GovBrands Intermediate, Inc.(18)(19)First lien senior secured revolving loanL + 5.50%8/4/2027— (19)(42)0.0%
Granicus, Inc.(7)First lien senior secured loanL + 6.50%1/29/20271,821 1,786 1,762 0.0%
Granicus, Inc.(18)(19)First lien senior secured revolving loanL + 6.50%1/29/2027— (3)(5)0.0%
Granicus, Inc.(7)(18)(20)First lien senior secured delayed draw term loanL + 6.00%4/23/2023207 203 197 0.0%
GS Acquisitionco, Inc. (dba insightsoftware)(8)First lien senior secured loanL + 5.75%5/25/20268,042 8,006 7,921 0.2%
GS Acquisitionco, Inc. (dba insightsoftware)(18)(19)(20)First lien senior secured delayed draw term loanL + 5.75%11/2/2022— (6)(35)0.0%
Help/Systems Holdings, Inc.(9)(23)First lien senior secured loanSR + 4.00%11/19/202664,866 64,576 60,617 1.6%
Help/Systems Holdings, Inc.(9)Second lien senior secured loanSR + 6.75%11/19/202725,000 24,763 23,813 0.6%
Hyland Software, Inc.(6)(23)First lien senior secured loanL + 3.50%7/1/202419,897 19,864 19,156 0.5%
Hyland Software, Inc.(6)Second lien senior secured loanL + 6.25%7/7/202560,517 60,232 59,155 1.5%
Ivanti Software, Inc.(7)Second lien senior secured loanL + 7.25%12/1/202819,000 18,911 17,385 0.5%
13

Owl Rock Core Income Corp.
Consolidated Schedule of Investments
As of June 30, 2022
(Amounts in thousands, except share amounts)
(Unaudited)
Company(1)(2)(3)(21)(30)InvestmentInterestMaturity
Date
Par /
Units
Amortized
Cost(4)(26)
Fair
Value
Percentage
of Net
Assets
MessageBird BidCo B.V.(7)(24)First lien senior secured loanL + 6.75%5/5/20275,000 4,907 4,850 0.1%
Ministry Brands Holdings, LLC.(7)First lien senior secured loanL + 5.50%12/29/202849,311 48,383 47,462 1.2%
Ministry Brands Holdings, LLC.(18)(19)(20)First lien senior secured delayed draw term loanL + 5.50%12/29/2023— (147)(435)0.0%
Ministry Brands Holdings, LLC.(18)(19)First lien senior secured revolving loanL + 5.50%12/30/2027— (87)(178)0.0%
Mitnick Corporate Purchaser, Inc.(18)(22)First lien senior secured revolving loanL + 3.50%5/3/2027— — 0.0%
QAD Inc.(6)First lien senior secured loanL + 6.00%11/5/202746,384 45,540 44,644 1.2%
QAD Inc.(18)(19)First lien senior secured revolving loanL + 6.00%11/5/2027— (107)(225)0.0%
Perforce Software, Inc.(9)First lien senior secured loanSR + 4.50%7/1/202614,963 14,599 14,588 0.4%
Proofpoint, Inc.(8)(23)Second lien senior secured loanL + 6.25%8/31/20297,500 7,465 7,163 0.2%
Securonix, Inc.(10)First lien senior secured loanSR + 6.50%4/5/202829,661 29,374 29,364 0.8%
Securonix, Inc.(18)(19)First lien senior secured revolving loanSR + 6.50%4/5/2028— (51)(53)0.0%
Sophos Holdings, LLC(7)(22)(23)(24)First lien senior secured loanL + 3.50%3/5/202731,838 31,746 29,832 0.8%
Tahoe Finco, LLC(7)(24)First lien senior secured loanL + 6.00%9/29/202883,721 82,955 81,628 2.1%
Tahoe Finco, LLC(18)(19)(24)First lien senior secured revolving loanL + 6.00%10/1/2027— (55)(157)0.0%
Thunder Purchaser, Inc. (dba Vector Solutions)(7)First lien senior secured loanL + 5.75%6/30/202812,002 11,897 11,702 0.4%
Thunder Purchaser, Inc. (dba Vector Solutions)(8)(18)First lien senior secured revolving loanL + 5.75%6/30/2027245 239 227 0.0%
Thunder Purchaser, Inc. (dba Vector Solutions)(18)(19)(20)First lien senior secured delayed draw term loanL + 5.75%8/17/2023— — (31)0.0%
Trader Interactive, LLC (fka Dominion Web Solutions, LLC)(6)First lien senior secured loanL + 3.75%7/28/202811,765 11,729 11,706 0.3%
When I Work, Inc.(8)First lien senior secured loanL + 7.00% PIK11/2/202722,650 22,448 22,027 0.6%
When I Work, Inc.(18)(19)First lien senior secured revolving loanL + 6.00%11/2/2027— (37)(114)0.0%
960,241 949,819 928,621 24.0%
Leisure and entertainment
Troon Golf, L.L.C.(8)First lien senior secured loanL + 5.75%8/5/202793,885 93,475 93,416 2.4%
Troon Golf, L.L.C.(18)(19)First lien senior secured revolving loanL + 6.00%8/5/2026— (30)(36)0.0%
Troon Golf, L.L.C.(18)(20)First lien senior secured delayed draw term loanL + 5.75%5/2/202420,000 19,562 19,900 0.5%
113,885 113,007 113,280 2.9%
Manufacturing
ACR Group Borrower, LLC(7)First lien senior secured loanL + 4.50%3/31/20284,084 4,033 3,971 0.1%
ACR Group Borrower, LLC(16)(18)First lien senior secured revolving loanP + 3.25%3/31/2026850 840 826 0.0%
Engineered Machinery Holdings, Inc. (dba Duravant)(7)(23)First lien senior secured loanL + 3.75%5/19/20284,975 4,953 4,661 0.1%
Engineered Machinery Holdings, Inc. (dba Duravant)(7)(22)Second lien senior secured loanL + 6.50%5/21/202937,181 37,017 36,437 0.9%
Engineered Machinery Holdings, Inc. (dba Duravant)(7)(22)Second lien senior secured loanL + 6.00%5/21/202919,160 19,113 18,729 0.5%
Gloves Buyer, Inc. (dba Protective Industrial Products)(6)First lien senior secured loanL + 4.00%12/29/202718,775 18,404 18,446 0.5%
Gloves Buyer, Inc. (dba Protective Industrial Products)(6)Second lien senior secured loanL + 8.25%12/29/202811,728 11,441 11,464 0.3%
MHE Intermediate Holdings, LLC (dba OnPoint Group)(8)First lien senior secured loanL + 6.00%7/21/202746,091 45,689 45,054 1.1%
MHE Intermediate Holdings, LLC (dba OnPoint Group)(7)(18)(20)First lien senior secured delayed draw term loanL + 6.00%4/5/202412,838 12,710 12,192 0.3%
MHE Intermediate Holdings, LLC (dba OnPoint Group)(18)(19)First lien senior secured revolving loanL + 5.75%7/21/2027— (30)(80)0.0%
Pro Mach Group, Inc.(6)(23)First lien senior secured loanL + 4.00%8/31/202847,979 47,716 45,158 1.2%
Pro Mach Group, Inc.(18)(19)(20)(23)First lien senior secured delayed draw term loanL + 4.00%8/31/2023— (16)(129)0.0%
203,661 201,870 196,729 5.0%
Professional Services
14

Owl Rock Core Income Corp.
Consolidated Schedule of Investments
As of June 30, 2022
(Amounts in thousands, except share amounts)
(Unaudited)
Company(1)(2)(3)(21)(30)InvestmentInterestMaturity
Date
Par /
Units
Amortized
Cost(4)(26)
Fair
Value
Percentage
of Net
Assets
Apex Group Treasury, LLC(7)(24)Second lien senior secured loanL + 6.75%7/27/20295,000 4,954 4,800 0.1%
Apex Group Treasury, LLC(18)(19)(24)Second lien senior secured delayed draw term loanL + 6.75%7/27/2029— — (132)0.0%
Apex Group Treasury, LLC(7)(24)First lien senior secured loanL + 3.75%7/27/20284,963 4,952 4,714 0.1%
Apex Service Partners, LLC(9)(18)(20)First lien senior secured delayed draw term loanSR + 5.50%10/23/202342,510 41,557 41,502 1.1%
Apex Service Partners, LLC(8)(18)First lien senior secured revolving loanL + 5.25%7/31/2025920 855 851 0.0%
EM Midco2 Ltd. (dba Element Materials Technology)(22)(23)(24)First lien senior secured loanL + 4.25%4/12/202930,000 29,960 29,128 0.7%
Guidehouse Inc.(6)First lien senior secured loanL + 5.50%10/16/202892,518 91,671 90,205 2.3%
Relativity ODA LLC(7)First lien senior secured loanL + 7.50% PIK5/12/20274,723 4,668 4,652 0.1%
Relativity ODA LLC(18)(19)First lien senior secured revolving loanL + 6.50%5/12/2027— (5)(7)0.0%
Sovos Compliance, LLC(6)(23)First lien senior secured loanL + 4.50%8/11/202825,027 24,715 23,511 0.6%
205,661 203,327 199,224 5.0%
Specialty retail
Notorious Topco, LLC (dba Beauty Industry Group)(8)First lien senior secured loanL + 6.50%11/23/202760,611 59,776 59,702 1.5%
Notorious Topco, LLC (dba Beauty Industry Group)(7)First lien senior secured loanL + 6.50%11/23/2027165,086 162,662 162,610 4.2%
Notorious Topco, LLC (dba Beauty Industry Group)(18)(19)(20)First lien senior secured delayed draw term loanL + 6.50%11/23/2023— (49)(22)0.0%
Notorious Topco, LLC (dba Beauty Industry Group)(8)(18)First lien senior secured revolving loanL + 6.50%5/24/20272,289 2,218 2,210 0.1%
Milan Laser Holdings LLC(6)First lien senior secured loanL + 5.00%4/27/202720,528 20,357 20,271 0.5%
Milan Laser Holdings LLC(18)(19)First lien senior secured revolving loanL + 5.00%4/27/2026— (13)(22)0.0%
The Shade Store, LLC(6)First lien senior secured loanL + 6.00%10/13/202767,841 67,077 65,806 1.7%
The Shade Store, LLC(8)(18)First lien senior secured revolving loanL + 6.00%10/13/20263,409 3,336 3,205 0.1%
319,764 315,364 313,760 8.1%
Telecommunications
Park Place Technologies, LLC(9)(23)First lien senior secured loanSR + 5.00%11/10/202710,962 10,608 10,505 0.3%
Zayo Group Holdings, Inc.(9)(22)(23)First lien senior secured loanSR + 4.25%3/9/20279,975 9,728 9,285 0.2%
20,937 20,336 19,790 0.5%
Transportation
Motus Group, LLC(6)Second lien senior secured loanL + 6.50%12/10/202910,000 9,905 9,700 0.3%
Safe Fleet Holdings, LLC(22)(23)First lien senior secured loanSR + 3.75%2/23/202926,183 25,544 24,340 0.6%
36,183 35,449 34,040 0.9%
Total non-controlled/non-affiliated portfolio
company debt investments
$8,210,818 $8,095,665 $7,911,327 204.8%
Equity Investments
Automotive
CD&R Value Building Partners I, L.P. (dba Belron)(24)(25)(27)LP InterestN/AN/A330 33,108 30,171 0.8%
Metis HoldCo, Inc. (dba Mavis Tire Express Services)(17)(25)Series A Convertible Preferred Stock7.00% PIKN/A11,669 11,345 10,823 0.3%
44,453 40,994 1.1%
Buildings and real estate
Associations Finance, Inc.(17)(25)Preferred Stock12.00% PIKN/A215,000 209,114 209,088 5.4%
Dodge Contruction Network Holdings, LP(25)(27)Series A Preferred UnitsN/AN/A— 0.0%
Dodge Contruction Network Holdings, LP(25)(27)Class A-2 Common UnitsN/AN/A144 123 123 0.0%
209,240 209,214 5.4%
Business services
15

Owl Rock Core Income Corp.
Consolidated Schedule of Investments
As of June 30, 2022
(Amounts in thousands, except share amounts)
(Unaudited)
Company(1)(2)(3)(21)(30)InvestmentInterestMaturity
Date
Par /
Units
Amortized
Cost(4)(26)
Fair
Value
Percentage
of Net
Assets
Denali Holding, LP(25)(27)Class A UnitsN/AN/A687 7,076 8,259 0.2%
Hercules Buyer LLC (dba The Vincit Group)(25)(27)(29)Common UnitsN/AN/A10 10 10 0.0%
Knockout Intermediate Holdings I Inc. (dba Kaseya)(17)(25)Perpetual Preferred Stock11.75% PIKN/A53,600 52,263 52,260 1.4%
59,349 60,529 1.6%
Consumer products
ASP Conair Holdings LP(25)(27)Class A UnitsN/AN/A929 580 0.0%
929 580 0.0%
Food and beverage
Hissho Sushi Holdings, LLC(25)(27)Class A UnitsN/AN/A942 9,418 9,418 0.2%
9,418 9,418 0.2%
Healthcare equipment and services
Maia Aggregator, LP (dba Medical Knowledge Group)(25)(27)Class A-2 UnitsN/AN/A12,921 12,921 12,921 0.3%
KPCI Holdings, L.P.(25)(27)Class A UnitsN/AN/A2,313 2,313 2,301 0.1%
Patriot Holdings SCSp(17)(24)(25)Class A Units8.00% PIKN/A1,031 1,031 1,031 0.0%
Patriot Holdings SCSp(24)(25)(27)Class B UnitsN/AN/A129 146 146 0.0%
Rhea Acquistion Holdings, LP(25)(27)Series A-2 UnitsN/AN/A11,964 11,964 11,964 0.3%
28,375 28,363 0.7%
Healthcare providers and services
KOBHG Holdings, L.P. (dba OB Hospitalist)(25)(27)Class A InterestsN/AN/A3,520 2,968 0.1%
3,520 2,968 0.1%
Healthcare technology
Minerva Holdco, Inc.(17)(25)Series A Preferred Stock10.75% PIKN/A104,067 102,138 95,741 2.5%
BEHP Co-Investor II, L.P.(24)(25)(27)Common UnitsN/AN/A1,270 1,272 1,270 0.0%
WP Irving Co-Invest, L.P.(24)(25)(27)Common UnitsN/AN/A1,250 1,251 1,250 0.0%
104,661 98,261 2.5%
Household products
Evology LLC(25)(27)Class B UnitsN/AN/A— 1,176 1,176 0.0%
1,176 1,176 0.0%
Human resource support services
Sunshine Software Holdings, Inc. (dba Cornerstone OnDemand)(17)(25)Series A Preferred Stock10.50% PIKN/A13,036 12,736 11,211 0.3%
12,736 11,211��0.3%
Insurance
Evolution Parent, LP(25)(27)LP InterestN/AN/A270 270 0.0%
GrowthCurve Capital Sunrise Co-Invest LP (dba Brightway)(25)(27)LP InterestN/AN/A422 421 0.0%
PCF Holdco, LLC (dba PCF Insurance Services)(25)(27)Class A UnitsN/AN/A4,649 11,789 14,716 0.4%
PCF Holdco, LLC (dba PCF Insurance Services)(25)(27)Class A WarrantsN/AN/A1,399 3,547 4,432 0.1%
16,028 19,839 0.5%
Internet software and services
Brooklyn Lender Co-Invest 2, L.P. (dba Boomi)(25)(27)Common UnitsN/AN/A1,729 1,729 1,462 0.0%
Insight CP (Blocker) Holdings, L.P. (dba CivicPlus, LLC)(24)(25)(27)LP InterestN/AN/A— 987 987 0.0%
MessageBird Holding B.V.(24)(25)(27)Extended Series C WarrantsN/AN/A49 17 0.0%
Project Alpine Co-Invest Fund, L.P.(24)(25)(27)LP InterestN/AN/A17,000 17,010 17,000 0.4%
Thunder Topco L.P.(25)(27)Common UnitsN/AN/A713 713 652 0.0%
WMC Bidco, Inc. (dba West Monroe)(17)(25)Senior Preferred Stock11.25% PIKN/A35,858 35,035 32,810 0.8%
16

Owl Rock Core Income Corp.
Consolidated Schedule of Investments
As of June 30, 2022
(Amounts in thousands, except share amounts)
(Unaudited)
Company(1)(2)(3)(21)(30)InvestmentInterestMaturity
Date
Par /
Units
Amortized
Cost(4)(26)
Fair
Value
Percentage
of Net
Assets
BCTO WIW Holdings, Inc. (dba When I Work)(25)(27)Class A Common StockN/AN/A57 5,700 4,313 0.1%
61,223 57,241 1.3%
Manufacturing
Gloves Holding, LP (dba Protective Industrial Products)(25)(27)LP InterestN/AN/A100 100 107 0.0%
100 107 0.0%
Total non-controlled/non-affiliated portfolio
company equity investments
$551,208 $539,901 13.7%
Total Investments$8,646,873 $8,451,228 218.5%

(1)

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

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

(2)Unless otherwise indicated, all investments are non-controlled, non-affiliated investments. Non-controlled, non-affiliated investments are defined as investments in which the Company owns less than 5% of the portfolio company’s outstanding voting securities and does not have the power to exercise control over the management or policies of such portfolio company.
(3)Unless otherwise indicated, all investments are considered Level 3 investments.
(4)The amortized cost represents the original cost adjusted for the amortization and accretion of premiums and discounts, as applicable, on debt investments using the effective interest method.
(5)Unless otherwise indicated, loan contains a variable rate structure, and may be subject to an interest rate floor. Variable rate loans bear interest at a rate that may be determined by reference to either the London Interbank Offered Rate (“LIBOR” or “L”) (which can include one-, two-, three-, six-, or twelve-month LIBOR), Secured Overnight Financing Rate ("SOFR" or "SR") (which can include one-, three-, six- or twelve-month SOFR), Euro Interbank Offered Rate ("EURIBOR" or "E"), Canadian Dollar Offered Rate ("CDOR" or "C") (which can include one-, the-, six- or twelve-month CDOR), Serling 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 1 month SOFR, which as of June 30, 2022 was 1.69%.
(10)The interest rate on these loans is subject to 3 month SOFR, which as of June 30, 2022 was 2.12%.
(11)The interest rate on these loans is subject to 6 month SOFR, which as of June 30, 2022 was 2.63%.
(12)The interest rate on these loans is subject to 1 month CDOR, which as of June 30, 2022 was 2.14%.
(13)The interest rate on these loans is subject to 3 month CDOR, which as of June 30, 2022 was 2.17%.
(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 these loans is subject to SONIA, which as of June 30, 2022 was 1.19%.
(16)The interest rate on these loans is subject to the Prime rate, which as of June 30, 2022 was 4.75%
(17)Investment does not contain a variable rate structure.
(18)Position or portion thereof is an unfunded loan commitment. See Note 7 “Commitments and Contingencies”.
(19)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.
(20)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.
(21)Unless otherwise indicated, loan represents a co-investment made with the Company’s affiliates in accordance with the terms of exemptive relief that the Company received from the U.S. Securities and Exchange Commission. See Note 3 "Agreements and Related Party Transactions".
(22)This portfolio company was not a co-investment made with the Company's affiliates in accordance with the terms of exemptive relief that the Company received from the U.S. Securities and Exchange Commission.
(23)Level 2 Investment.
(24)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 June 30, 2022, non-qualifying assets represented 9.2% of total assets as calculated in accordance with the regulatory requirements.
17

Owl Rock Core Income Corp.
Consolidated Schedule of Investments
As of June 30, 2022
(Amounts in thousands, except share amounts)
(Unaudited)
(25)Security acquired in transaction exempt from registration under the Securities Act of 1933, and may be deemed to be “restricted security” under the Securities Act. As of June 30, 2022, the aggregate fair value of these securities is $539.9 million, or 14.0% of the Company’s net assets. The acquisition dates of the restricted securities are as follows:

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

(3)

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

(4)

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

(5)

Unless otherwise indicated, loan contains a variable rate structure, and may be subject to an interest rate floor. Variable rate loans bear interest at a rate that may be determined by reference to either the London Interbank Offered Rate (“LIBOR” or “L”) (which can include one-, two-, three- or six-month LIBOR),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 Prime, which as of June 30, 2021 was 3.25%.

(10)

Security acquired in transaction exempt from registration under the Securities Act of 1933, and may be deemed to be “restricted security” under the Securities Act. As of June 30, 2021, the aggregate fair value of these securities is $13.5 million, or 6.4% of the Company’s net assets. The acquisition dates of the restricted securities are as follows:

Portfolio Company

Investment

Acquisition Date

Portfolio Company    

InvestmentAcquisition Date
ASP Conair Holdings LP

Class A Units

May 17, 2021

Associations Finance, Inc.

Preferred StockJune 10, 2022
BCTO WIW Holdings, Inc. (dba When I Work)Class A Common StockNovember 2, 2021
BEHP Co-Investor II, L.P.Common EquityMay 11, 2022
Brooklyn Lender Co-Invest 2, L.P. (dba Boomi)Common UnitsOctober 1, 2021
CD&R Value Building Partners I, L.P. (dba Belron)LP InterestDecember 2, 2021
Denali Holding LP (dba Summit Companies)Class A UnitsSeptember 15, 2021
Dodge Construction Network Holdings, L.P.Class A-2 Common UnitsFebruary 23, 2022
Dodge Construction Network Holdings, L.P.Series A Preferred UnitsFebruary 23, 2022
Evology LLCClass B UnitsJanuary 24, 2022
Evolution Parent, LP

(dba SIAA)

LP Interest

Class A Interests

April 30, 2021

Gloves Holding, LP (dba Protective Industrial Products)

LP Interest

December 29, 2020

GrowthCurve Capital Sunrise Co-Invest LP (dba Brightway)

LP InterestDecember 16, 2021
Hercules Buyer, LLC

(dba The Vincit Group)

Common Units

December 15, 2020

Hissho Sushi Holdings, LLC

Class A UnitsMay 17, 2022
Insight CP (Blocker) Holdings, L.P.LP InterestJune 8, 2022
Knockout Intermediate Holdings I Inc.Perpetual Preferred StockJune 23, 2022
KOBHG Holdings, L.P. (dba OB Hospitalist)Class A InterestsSeptember 27, 2021
KPCI Holdings, L.P.

LP Interest

November 30, 2020

Maia Aggregator, LP

Class A-2 UnitsFebruary 1, 2022
MessageBird BidCoHolding B.V.

Extended Series C Warrants

April 29, 2021

Metis HoldCo, Inc.

(dba Mavis Tire Express Services)

Series A Convertible Preferred Stock

May 4, 2021

Minerva Holdco, Inc.

Series A Preferred StockFebruary 15, 2022
Patriot Holdings SCSp (dba Corza Health, Inc.)

Class A Units

January 29, 2021

Patriot Holdings SCSp (dba Corza Health, Inc.)

Class B Units

January 29, 2021

PCF Holdco, LLC

(dba PCF Insurance Services)

Class A Units

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 InterestJune 10, 2022
Rhea Acquistion Holdings, LPSeries A-2 UnitsFebruary 18, 2022
Sunshine Software Holdings, Inc.

(dba 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 StockNovember 9, 2021
WP Irving Co-Invest, L.P.Common EquityMay 18, 2022

11


Owl Rock Core Income Corp.

Consolidated Schedule of Investments (Continued)

(26)As of June 30, 2021

(Amounts2022, the net estimated unrealized loss on investments for U.S. federal income tax purposes was $186.0 million based on a tax cost basis of $8.6 billion. As of June 30, 2022, the estimated aggregate gross unrealized loss for U.S. federal income tax purposes was $191.9 million. As of June 30, 2022, the estimated aggregate gross unrealized gain for U.S. federal income tax purposes was $5.9 million.

(27)Investment is non-income producing.
(28)Investment is not pledged as collateral for the credit facilities.
(29)We invest in thousands, except share amounts)

(Unaudited)

(11)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.

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

(12)(30)Unless otherwise indicated, the Company’s portfolio companies are pledged as collateral supporting the amounts outstanding under the Revolving Credit Facility and SPV Asset Facilities. See Note 6 "Debt".

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.

(13)

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.

(14)

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

(15)

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.

(16)

Level 2 investment.

(17)

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 7.4% of total assets as calculated in accordance with the regulatory requirements.

(18)

This portfolio company was not a co-investment made with the Company’s affiliates in accordance with the terms of exemptive relief that the Company received from the U.S. Securities and Exchange Commission.

(19)

Investment is non-income producing.

(20)

As of June 30, 2021, the net estimated unrealized gain on investments for U.S. federal income tax purposes was $0.9 million based on a tax cost basis of $419.9 million. As of June 30, 2021, the estimated aggregate gross unrealized gain for U.S. federal income tax purposes was $1.0 million and the estimated aggregate gross unrealized loss for U.S. federal income tax purposes was $ 0.1 million.

(21)

Investment does not contain a variable rate structure.

(22)

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

(23)

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

(24)

Unless otherwise indicated, the Company’s portfolio companies are pledged as collateral supporting the amounts outstanding under the Revolving Credit Facility.

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


12

18


Owl Rock Core Income Corp.

Consolidated Schedule of Investments

As of December 31, 2020

2021

(Amounts in thousands, except share amounts)

Company(1)(2)(3)(14)

 

Investment

 

Interest

 

Maturity Date

 

Par / Units

 

 

Amortized Cost(4)(5)

 

 

Fair Value

 

 

Percentage of Net Assets

 

 

Non-controlled/non-affiliated portfolio company investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Debt Investments(6)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Business services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Hercules Borrower, LLC(dba The Vincit Group)(9)

 

First lien senior secured loan

 

L + 6.50%

 

12/15/2026

 

$

822

 

 

$

810

 

 

$

810

 

 

 

6.6

 

%

Hercules Borrower LLC (dba The Vincit Group)(11)(12)

 

First lien senior secured revolving loan

 

L + 6.50%

 

12/15/2026

 

 

 

 

 

(1

)

 

 

(1

)

 

 

 

 

Hercules Buyer, LLC (dba The Vincit Group)(15)

 

Unsecured notes

 

0.48% (PIK)

 

12/14/2029

 

 

22

 

 

 

22

 

 

 

22

 

 

 

0.1

 

 

 

 

 

 

 

 

 

 

 

844

 

 

 

831

 

 

 

831

 

 

 

6.7

 

%

Chemicals

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Aruba Investments Holdings LLC (dba Angus Chemical Company)(9)

 

Second lien senior secured loan

 

L + 7.75%

 

11/24/2028

 

 

1,000

 

 

 

985

 

 

 

984

 

 

 

8.0

 

%

 

 

 

 

 

 

 

 

 

1,000

 

 

 

985

 

 

 

984

 

 

 

8.0

 

%

Consumer products

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Olaplex, Inc.(7)

 

First lien senior secured loan

 

L + 6.50%

 

1/8/2026

 

 

994

 

 

 

984

 

 

 

984

 

 

 

8.0

 

%

 

 

 

 

 

 

 

 

 

994

 

 

 

984

 

 

 

984

 

 

 

8.0

 

%

Distribution

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Individual Foodservice Holdings, LLC(9)

 

First lien senior secured loan

 

L + 6.25%

 

11/22/2025

 

 

1,318

 

 

 

1,298

 

 

 

1,298

 

 

 

10.6

 

%

Individual Foodservice Holdings, LLC(11)(12)(13)

 

First lien senior secured delayed draw term loan

 

L + 6.25%

 

6/30/2022

 

 

 

 

 

(1

)

 

 

(1

)

 

 

 

 

Individual Foodservice Holdings, LLC(9)(11)

 

First lien senior secured revolving loan

 

L + 6.25%

 

11/22/2024

 

 

19

 

 

 

17

 

 

 

17

 

 

 

0.1

 

 

 

 

 

 

 

 

 

 

 

1,337

 

 

 

1,314

 

 

 

1,314

 

 

 

10.7

 

%

Financial Services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

AxiomSL Group, Inc.(8)

 

First lien senior secured loan

 

L + 6.50%

 

12/3/2027

 

 

1,788

 

 

 

1,761

 

 

 

1,761

 

 

 

14.3

 

%

AxiomSL Group, Inc.(11)(12)

 

First lien senior secured revolving loan

 

L + 6.50%

 

12/3/2025

 

 

 

 

 

(3

)

 

 

(3

)

 

 

 

 

 

 

 

 

 

 

 

 

 

1,788

 

 

 

1,758

 

 

 

1,758

 

 

 

14.3

 

%

Healthcare equipment and services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Packaging Coordinators Midco, Inc.(9)

 

Second lien senior secured loan

 

L + 8.25%

 

11/30/2028

 

 

2,418

 

 

 

2,370

 

 

 

2,370

 

 

 

19.3

 

%

 

 

 

 

 

 

 

 

 

2,418

 

 

 

2,370

 

 

 

2,370

 

 

 

19.3

 

%

Healthcare providers and services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Refresh Parent Holdings, Inc.(8)

 

First lien senior secured loan

 

L + 6.50%

 

12/9/2026

 

 

1,198

 

 

 

1,180

 

 

 

1,180

 

 

 

9.6

 

 

Refresh Parent Holdings, Inc.(11)(12)(13)

 

First lien senior secured delayed draw term loan

 

L + 6.50%

 

6/9/2022

 

 

 

 

 

(1

)

 

 

(1

)

 

 

 

 

Refresh Parent Holdings, Inc.(8)(11)

 

First lien senior secured revolving loan

 

L + 6.50%

 

12/9/2026

 

 

41

 

 

 

39

 

 

 

39

 

 

 

0.3

 

 

 

 

 

 

 

 

 

 

 

1,239

 

 

 

1,218

 

 

 

1,218

 

 

 

9.9

 

%

Internet software and services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BCTO BSI Buyer, Inc. (dba Buildertrend)(8)

 

First lien senior secured loan

 

L + 7.00%

 

12/23/2026

 

 

893

 

 

 

884

 

 

 

884

 

 

 

7.2

 

%

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

 

First lien senior secured revolving loan

 

L + 7.00%

 

12/23/2026

 

 

 

 

 

(1

)

 

 

(1

)

 

 

 

 

BCPE Nucleon (DE) SPV, LP(8)

 

First lien senior secured loan

 

L + 7.00%

 

9/24/2026

 

 

1,500

 

 

 

1,478

 

 

 

1,478

 

 

 

12.0

 

 

 

 

 

 

 

 

 

 

 

2,393

 

 

 

2,361

 

 

 

2,361

 

 

 

19.2

 

%


13

Company(1)(2)(3)(25)InvestmentInterestMaturity
Date
Par /
Units
Amortized
Cost(4)(20)
Fair
Value
Percentage
of Net
Assets
Non-controlled/non-affiliated portfolio
company investments
Debt Investments(5)
Advertising and media
Global Music Rights, LLC(8)(16)First lien senior secured loanL + 5.75%8/28/2028$84,375 $82,754 $82,688 5.2 %
Global Music Rights, LLC(13)(14)(16)First lien senior secured revolving loanL + 5.75%8/27/2027— (141)(150)— %
IRI Holdings, Inc.(6)(16)(17)First lien senior secured loanL + 4.25%12/1/20254,974 4,980 4,968 0.3 %
89,349 87,593 87,506 5.5 %
Aerospace and Defense
Bleriot US Bidco Inc.(8)(16)(17)First lien senior secured loanL + 4.00%10/30/20264,975 4,975 4,966 0.3 %
Peraton Corp.(6)(17)First lien senior secured loanL + 3.75%2/1/20284,963 4,974 4,961 0.3 %
Peraton Corp.(6)(16)Second lien senior secured loanL + 7.75%2/1/20295,000 4,932 4,975 0.3 %
14,938 14,881 14,902 0.9 %
Automotive
Mavis Tire Express Services Topco Corp.(6)(17)First lien senior secured loanL + 4.00%5/4/20289,950 9,904 9,950 0.6 %
9,950 9,904 9,950 0.6 %
Buildings and real estate
Associations, Inc.(8)(16)First lien senior secured loanL + 6.50% (incl. 2.50% PIK)7/2/2027121,391 120,001 120,175 7.5 %
Associations, Inc.(13)(14)(16)First lien senior secured revolving loanL + 6.50%7/2/2027— (44)(48)— %
Dodge Data & Analytics LLC(9)(16)First lien senior secured loanL + 7.50%4/14/20262,149 2,111 2,213 0.1 %
Dodge Data & Analytics LLC(13)(14)(16)First lien senior secured revolving loanL + 7.50%4/14/2026— (2)— — %
REALPAGE, INC.(6)(16)Second lien senior secured loanL + 6.50%4/23/20292,500 2,465 2,529 0.2 %
126,040 124,531 124,869 7.8 %
Business services
Denali BuyerCo, LLC (dba Summit Companies)(8)(16)First lien senior secured loanL + 6.00%9/15/202897,901 96,587 96,922 6.1 %
Denali BuyerCo, LLC (dba Summit Companies)(8)(13)(15)(16)First lien senior secured delayed draw term loanL + 6.00%9/15/20234,173 4,014 4,131 0.3 %
Denali BuyerCo, LLC (dba Summit Companies)(13)(14)(16)First lien senior secured revolving loanL + 6.00%9/15/2027— (70)(74)— %
Diamondback Acquisition, Inc. (dba Sphera)(6)(16)First lien senior secured loanL + 5.50%9/13/202847,827 46,904 46,871 3.0 %
Diamondback Acquisition, Inc. (dba Sphera)(13)(14)(15)(16)First lien senior secured delayed draw term loanL + 5.50%9/13/2023— (91)(96)— %
Hercules Borrower, LLC (dba The Vincit Group)(8)(16)First lien senior secured loanL + 6.50%12/15/2026816 805 816 0.1 %
Hercules Borrower, LLC (dba The Vincit Group)(8)(16)First lien senior secured loanL + 5.50%12/15/20262,215 2,194 2,193 0.1 %
Hercules Borrower, LLC (dba The Vincit Group)(13)(15)(16)First lien senior secured delayed draw term loanL + 5.50%9/10/2023— — — — %
Hercules Borrower, LLC (dba The Vincit Group)(13)(14)(16)First lien senior secured revolving loanL + 6.50%12/15/2026— (1)— — %
Hercules Buyer, LLC (dba The Vincit Group)(16)(23)(24)Unsecured notes0.48% PIK12/14/202924 24 24 — %

19


Owl Rock Core Income Corp.

Consolidated Schedule of Investments (Continued)

As of December 31, 2020

2021

(Amounts in thousands, except share amounts)

Company(1)(2)(3)(14)

 

Investment

 

Interest

 

Maturity Date

 

Par / Units

 

 

Amortized Cost(4)(5)

 

 

Fair Value

 

 

Percentage of Net Assets

 

 

Manufacturing

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gloves Buyer, Inc. (dba Protective Industrial Products)(7)

 

Second lien senior secured loan

 

L + 8.25%

 

12/28/2028

 

 

900

 

 

 

878

 

 

 

878

 

 

 

7.2

 

%

 

 

 

 

 

 

 

 

 

900

 

 

 

878

 

 

 

878

 

 

 

7.2

 

%

Telecommunications

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Park Place Technologies, LLC(7)

 

First lien senior secured loan

 

L + 5.00%

 

11/10/2027

 

 

1,000

 

 

 

960

 

 

 

960

 

 

 

7.8

 

%

 

 

 

 

 

 

 

 

 

1,000

 

 

 

960

 

 

 

960

 

 

 

7.8

 

%

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

 

 

 

 

 

 

 

$

13,913

 

 

$

13,659

 

 

$

13,658

 

 

 

111.1

 

%

Equity Investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Business services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Hercules Buyer, LLC (dba The Vincit Group)(10)(15)

 

Common Units

 

N/A

 

N/A

 

 

10,000

 

 

 

10

 

 

 

10

 

 

 

 

%

 

 

 

 

 

 

 

 

 

10,000

 

 

 

10

 

 

 

10

 

 

 

 

%

Healthcare equipment and services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

KPCI Holdings, L.P.(10)

 

LP Interest

 

N/A

 

N/A

 

 

313

 

 

 

313

 

 

 

313

 

 

 

2.6

 

%

 

 

 

 

 

 

 

 

 

313

 

 

 

313

 

 

 

313

 

 

 

2.6

 

%

Healthcare providers and services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Restore OMH Intermediate Holdings, Inc. (10)

 

Senior Preferred Stock

 

N/A

 

N/A

 

 

30

 

 

 

296

 

 

 

295

 

 

 

2.4

 

%

 

 

 

 

 

 

 

 

 

30

 

 

 

296

 

 

 

295

 

 

 

2.4

 

%

Manufacturing

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gloves Holding, LP (dba Protective Industrial Products)(10)

 

LP Interest

 

N/A

 

N/A

 

 

100

 

 

 

100

 

 

 

100

 

 

 

0.8

 

%

 

 

 

 

 

 

 

 

 

100

 

 

 

100

 

 

 

100

 

 

 

0.8

 

%

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

 

 

 

 

 

 

 

 

 

 

 

$

719

 

 

$

718

 

 

 

5.8

 

%

Total Investments

 

 

 

 

 

 

 

 

 

 

 

$

14,378

 

 

$

14,376

 

 

 

116.9

 

%

________________

(1)

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

(2)

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


(3)

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

Company(1)(2)(3)(25)InvestmentInterestMaturity
Date
Par /
Units
Amortized
Cost(4)(20)
Fair
Value
Percentage
of Net
Assets
KPSKY Acquisition, Inc. (dba BluSky)(6)(16)First lien senior secured loanL + 5.50%10/19/202876,315 74,824 74,789 4.7 %
KPSKY Acquisition, Inc. (dba BluSky)(12)(13)(15)(16)First lien senior secured delayed draw term loanP + 4.50%10/19/20234,361 4,233 4,230 0.3 %
Packers Holdings, LLC(9)(17)First lien senior secured loanL + 3.25%3/9/20284,269 4,250 4,239 0.3 %
237,901 233,673 234,045 14.9 %
Chemicals
Aruba Investments Holdings LLC (dba Angus Chemical Company)(9)(16)Second lien senior secured loanL + 7.75%11/24/20281,000 987 1,000 0.1 %
Gaylord Chemical Company, L.L.C.(8)(16)First lien senior secured loanL + 6.50%3/30/2027104,356 103,339 103,835 6.6 %
Gaylord Chemical Company, L.L.C.(13)(14)(16)First lien senior secured revolving loanL + 6.50%3/30/2026— (7)(4)— %
Gaylord Chemical Company, L.L.C.(13)(14)(16)First lien senior secured revolving loanL + 6.50%3/30/2026— (31)(16)— %
Velocity HoldCo III Inc. (dba VelocityEHS)(8)(16)First lien senior secured loanL + 5.75%4/22/20272,347 2,299 2,300 0.1 %
Velocity HoldCo III Inc. (dba VelocityEHS)(13)(14)(16)First lien senior secured revolving loanL + 5.75%4/22/2026— (3)(3)— %
107,703 106,584 107,112 6.8 %
Consumer products
ConAir Holdings LLC(8)(16)Second lien senior secured loanL + 7.50%5/17/202932,500 32,003 32,500 2.1 %
Lignetics Investment Corp.(8)(16)First lien senior secured loanL + 6.00%11/1/202776,471 75,537 75,515 4.8 %
Lignetics Investment Corp.(13)(14)(15)(16)First lien senior secured delayed draw term loanL + 6.00%11/1/2023— (116)(119)— %
Lignetics Investment Corp.(8)(13)(16)First lien senior secured revolving loanL + 6.00%11/1/20261,912 1,773 1,768 0.1 %
Olaplex, Inc.(6)(16)First lien senior secured loanL + 6.25%1/8/2026968 960 968 0.1 %
111,851 110,157 110,632 7.1 %
Containers and packaging
Ascend Buyer, LLC (dba PPC Flexible Packaging)(8)(16)First lien senior secured loanL + 5.75%10/2/202850,206 49,718 49,704 3.1 %
Ascend Buyer, LLC (dba PPC Flexible Packaging)(8)(13)(16)First lien senior secured revolving loanL + 5.75%9/30/2027851 802 800 0.1 %
BW Holding, Inc. (dba Brook & Whittle)(8)(16)First lien senior secured loanL + 4.00%12/14/202815,816 15,658 15,658 1.0 %
BW Holding, Inc. (dba Brook & Whittle)(13)(14)(15)(16)First lien senior secured delayed draw term loanL + 4.00%12/17/2023— (21)(21)— %
Fortis Solutions Group, LLC(8)(16)First lien senior secured loanL + 5.50%10/13/202848,576 47,631 47,604 3.0%
Fortis Solutions Group, LLC(13)(14)(15)(16)First lien senior secured delayed draw term loanL + 5.50%10/13/2023— (191)(197)0.0%
Fortis Solutions Group, LLC(13)(14)(16)First lien senior secured revolving loanL + 5.50%10/15/2027— (130)(135)0.0%
Pregis Topco LLC(6)(16)Second lien senior secured loanL + 6.75%8/1/202930,000 30,000 30,000 1.9%
Pregis Topco LLC(6)(16)Second lien senior secured loanL + 8.00%8/1/20292,500 2,500 2,500 0.2%
Ring Container Technologies Group, LLC(6)(16)(17)First lien senior secured loanL + 3.75%8/12/20285,000 4,988 5,005 0.3%
152,949 150,955 150,918 9.6%

(4)


As of December 31, 2020, the net estimated unrealized loss on investments for U.S. federal income tax purposes was $2 thousand based on a tax cost basis of $14.4 million. As of December 31, 2020, the estimated aggregate gross unrealized loss for U.S. federal income tax purposes was $2 thousand.

(5)20



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.

(6)

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

(7)

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

(8)

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

(9)

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

(10)

Security acquired in transaction exempt from registration under the Securities Act of 1933, and may be deemed to be “restricted security” under the Securities Act. As of December 31, 2020, the aggregate fair value of these securities is $ 0.7 million, or 5.8% of the Company’s net assets. The acquisition dates of the restricted securities are as follows:

14


Owl Rock Core Income Corp.

Consolidated Schedule of Investments (Continued)

As of December 31, 2020

2021

(Amounts in thousands, except share amounts)


Company(1)(2)(3)(25)InvestmentInterestMaturity
Date
Par /
Units
Amortized
Cost(4)(20)
Fair
Value
Percentage
of Net
Assets
Distribution
Dealer Tire, LLC(6)(16)(17)First lien senior secured loanL + 4.25%12/12/20255,077 5,086 5,069 0.3%
Individual Foodservice Holdings, LLC(9)(16)First lien senior secured loanL + 6.25%11/21/202544,758 44,324 44,534 2.8%
Individual Foodservice Holdings, LLC(9)(13)(14)(15)(16)First lien senior secured delayed draw term loanL + 6.25%6/30/202270 (73)(5)0.0%
Individual Foodservice Holdings, LLC(6)(13)(16)First lien senior secured revolving loanL + 6.25%11/22/20240.0%
SRS Distribution, Inc.(9)(16)(17)First lien senior secured loanL + 3.75%6/2/20284,988 4,953 4,972 0.3%
54,897 54,293 54,573 3.4%
Education
Pluralsight, LLC(9)(16)First lien senior secured loanL + 8.00%4/6/20276,255 6,196 6,191 0.4%
Pluralsight, LLC(13)(14)(16)First lien senior secured revolving loanL + 8.00%4/6/2027— (3)(4)0.0%
6,255 6,193 6,187 0.4%
Financial services
AxiomSL Group, Inc.(8)(16)First lien senior secured loanL + 6.00%12/3/202735,185 34,846 34,921 2.2%
AxiomSL Group, Inc.(13)(14)(15)(16)First lien senior secured delayed draw term loanL + 6.00%7/21/2023— (10)— 0.0%
AxiomSL Group, Inc.(13)(14)(16)First lien senior secured revolving loanL + 6.00%12/3/2025— (24)(19)0.0%
Hg Saturn Luchaco Limited(11)(16)(18)Unsecured facilityS + 7.50% PIK3/30/20262,114 2,140 2,092 0.1%
Muine Gall, LLC(9)(16)(18)(22)First lien senior secured loanL + 7.00% PIK9/21/202486,771 86,891 86,771 5.5
NMI Acquisitionco, Inc. (dba Network Merchants)(6)(16)First lien senior secured loanL + 5.75%9/6/20258,559 8,478 8,504 0.5%
NMI Acquisitionco, Inc. (dba Network Merchants)(6)(13)(15)(16)First lien senior secured delayed draw term loanL + 5.75%10/2/20231,680 1,646 1,669 0.1%
NMI Acquisitionco, Inc. (dba Network Merchants)(13)(14)(16)First lien senior secured revolving loanL + 5.75%9/6/2025— (8)(4)0.0%
134,309 133,959 133,934 8.4%
Food and beverage
Balrog Acquisition, Inc. (dba Bakemark)(9)(16)First lien senior secured loanL + 4.00%9/5/202814,000 13,860 13,965 0.9%
Balrog Acquisition, Inc. (dba Bakemark)(9)(16)Second lien senior secured loanL + 7.00%9/3/20296,000 5,951 5,950 0.4%
Shearer's Foods, LLC(6)(16)(17)First lien senior secured loanL + 3.50%9/23/20274,920 4,920 4,900 0.3%
Sovos Brands Intermediate, Inc.(8)(16)(17)First lien senior secured loanL + 3.75%6/8/20284,145 4,135 4,139 0.3%
Ultimate Baked Goods Midco, LLC(6)(16)First lien senior secured loanL + 6.25%8/13/202716,500 16,109 16,087 1.0%
Ultimate Baked Goods Midco, LLC(12)(13)(16)First lien senior secured revolving loanP + 6.25%8/13/20271,050 1,003 1,000 0.1%
46,615 45,978 46,041 3.0%
Healthcare equipment and services
Canadian Hospital Specialties Ltd.(10)(16)First lien senior secured loanC + 4.25%4/14/20283,530 3,509 3,486 0.2%
Canadian Hospital Specialties Ltd.(13)(14)(15)(16)First lien senior secured delayed draw term loanC + 4.50%4/15/2023— (6)(12)0.0%

21


Owl Rock Core Income Corp.
Consolidated Schedule of Investments (Continued)
As of December 31, 2021
(Amounts in thousands, except share amounts)

Company(1)(2)(3)(25)InvestmentInterestMaturity
Date
Par /
Units
Amortized
Cost(4)(20)
Fair
Value
Percentage
of Net
Assets
Canadian Hospital Specialties Ltd.(10)(13)(16)First lien senior secured revolving loanC + 4.25%4/15/202782 75 69 0.0%
Medline Borrower, LP(6)(16)(17)First lien senior secured loanL + 3.25%10/23/202825,000 24,880 24,990 1.6%
Medline Borrower, LP(13)(14)(16)First lien senior secured revolving loanL + 3.25%10/21/2026— (44)(45)0.0%
Packaging Coordinators Midco, Inc.(8)(16)Second lien senior secured loanL + 7.00%12/13/202953,918 52,247 52,840 3.3%
Patriot Acquisition TopCo S.A.R.L (dba Corza Health, Inc.)(7)(16)First lien senior secured loanL + 6.75%1/31/202842,462 41,832 41,932 2.6%
Patriot Acquisition TopCo S.A.R.L (dba Corza Health, Inc.)(13)(14)(16)First lien senior secured revolving loanL + 6.75%1/29/2026— (1)(1)0.0%
124,992 122,492 123,259 7.7%
Healthcare providers and services
Ex Vivo Parent Inc. (dba OB Hospitalist)(8)(16)First lien senior secured loanL + 9.50%PIK9/27/202830,503 29,909 29,893 1.9%
OB Hospitalist Group, Inc.(8)(16)First lien senior secured loanL + 5.50%9/27/202761,657 60,469 60,424 3.8%
OB Hospitalist Group, Inc.(6)(13)(16)First lien senior secured revolving loanL + 5.50%9/27/2027853 700 693 0.0%
Phoenix Newco, Inc. (dba Parexel)(6)(16)(17)First lien senior secured loanL + 3.50%11/15/202827,500 27,363 27,489 1.7%
Phoenix Newco, Inc. (dba Parexel)(6)(16)Second lien senior secured loanL + 6.50%11/15/2029135,000 133,666 133,650 8.5%
Quva Pharma, Inc.(9)(16)First lien senior secured loanL + 5.50%4/12/20284,534 4,409 4,409 0.3%
Quva Pharma, Inc.(13)(14)(16)First lien senior secured revolving loanL + 5.50%4/10/2026— (12)(13)0.0%
Refresh Parent Holdings, Inc.(8)(16)First lien senior secured loanL + 6.50%12/9/20267,836 7,756 7,778 0.5%
Refresh Parent Holdings, Inc.(8)(13)(15)(16)First lien senior secured delayed draw term loanL + 6.50%6/9/2022380 375 377 0.0%
Refresh Parent Holdings, Inc.(13)(14)(15)(16)First lien senior secured delayed draw term loanL + 6.50%5/17/2023— (104)(80)0.0%
Refresh Parent Holdings, Inc.(8)(13)(16)First lien senior secured revolving loanP + 6.50%12/9/202652 50 51 0.0%
268,315 264,581 264,671 16.7%
Healthcare technology
BCPE Osprey Buyer, Inc. (dba PartsSource)(9)(16)First lien senior secured loanL + 5.75%8/23/202854,310 53,480 53,441 3.4%
BCPE Osprey Buyer, Inc. (dba PartsSource)(13)(14)(15)(16)First lien senior secured delayed draw term loanL + 5.75%8/23/2023— (223)(147)0.0%
BCPE Osprey Buyer, Inc. (dba PartsSource)(13)(14)(16)First lien senior secured revolving loanL + 5.75%8/21/2026— (69)(74)0.0%
GI Ranger Intermediate, LLC (dba Rectangle Health)(8)(16)First lien senior secured loanL + 6.00%10/30/202818,238 17,881 17,873 1.1%
GI Ranger Intermediate, LLC (dba Rectangle Health)(13)(14)(15)(16)First lien senior secured delayed draw term loanL + 6.00%10/29/2023— (27)(28)0.0%
GI Ranger Intermediate, LLC (dba Rectangle Health)(13)(14)(16)First lien senior secured revolving loanL + 6.00%10/29/2027— (32)(33)0.0%
Inovalon Holdings, Inc.(8)(16)First lien senior secured loanL + 5.75%11/24/202879,270 77,313 77,289 4.9%
Inovalon Holdings, Inc.(13)(14)(15)(16)First lien senior secured delayed draw term loanL + 5.75%5/24/2024— (104)(106)0.0%

22


Owl Rock Core Income Corp.
Consolidated Schedule of Investments (Continued)
As of December 31, 2021
(Amounts in thousands, except share amounts)

Company(1)(2)(3)(25)InvestmentInterestMaturity
Date
Par /
Units
Amortized
Cost(4)(20)
Fair
Value
Percentage
of Net
Assets
Inovalon Holdings, Inc.(8)(16)Second lien senior secured loanL + 10.50% PIK11/24/203337,761 37,009 37,005 2.3%
Intelerad Medical Systems Incorporated (fka 11849573 Canada Inc.)(8)(16)(18)First lien senior secured loanL + 6.25%8/21/202628,855 28,506 28,783 1.8%
Intelerad Medical Systems Incorporated (fka 11849573 Canada Inc.)(8)(13)(16)(18)First lien senior secured revolving loanL + 6.25%8/21/2026744 744 741 0.0%
Project Ruby Ultimate Parent Corp. (dba Wellsky)(6)(16)(17)First lien senior secured loanL + 3.25%3/10/20284,466 4,446 4,459 0.3%
223,644 218,924 219,203 13.8%
Household products
Southern Air & Heat Holdings, LLC(8)(16)First lien senior secured loanL + 4.50%10/1/20271,090 1,074 1,074 0.1%
Southern Air & Heat Holdings, LLC(8)(13)(15)(16)First lien senior secured delayed draw term loanL + 4.50%10/1/202376 60 59 0.0%
Southern Air & Heat Holdings, LLC(13)(14)(16)First lien senior secured revolving loanL + 4.50%10/1/2027— (4)(4)0.0%
Walker Edison Furniture Company LLC(8)(16)First lien senior secured loanL + 8.75% (incl. 3.00% PIK)3/31/20279,994 9,994 9,494 0.6%
11,160 11,124 10,623 0.7%
Human resource support services
Cornerstone OnDemand, Inc.(8)(17)First lien senior secured loanL + 3.75%10/16/202820,000 19,902 19,922 1.3%
Cornerstone OnDemand, Inc.(9)(16)Second lien senior secured loanL + 6.50%10/15/202944,583 43,927 43,915 2.8%
IG Investments Holdings, LLC (dba Insight Global)(8)(16)First lien senior secured loanL + 6.00%9/22/202846,271 45,377 45,462 2.9%
IG Investments Holdings, LLC (dba Insight Global)(6)(13)(16)First lien senior secured revolving loanL + 6.00%9/22/20271,806 1,737 1,743 0.1%
112,660 110,943 111,042 7.1%
Infrastructure and environmental services
Aegion Corporation(8)First lien senior secured loanL + 4.75%5/17/20284,988 4,965 5,003 0.3%
USIC Holdings, Inc.(6)(17)First lien senior secured loanL + 3.50%5/12/20284,988 4,965 4,976 0.3%
USIC Holdings, Inc.(6)(16)Second lien senior secured loanL + 6.50%5/14/202918,000 17,831 17,865 1.1%
27,976 27,761 27,844 1.7%
Insurance
Alera Group, Inc.(6)(16)First lien senior secured loanL + 5.50%10/2/202881,567 79,786 79,731 5.0%
Alera Group, Inc.(6)(13)(15)(16)First lien senior secured delayed draw term loanL + 5.50%10/2/202322,412 21,449 21,316 1.3%
AssuredPartners, Inc.(6)(17)First lien senior secured loanL + 3.50%2/12/20277,960 7,960 7,940 0.5%
Asurion, LLC(6)(16)(17)Second lien senior secured loanL + 5.25%1/22/202948,000 47,543 47,770 3.0%
Brightway Holdings, LLC(8)(16)First lien senior secured loanL + 6.50%12/15/202717,895 17,672 17,671 1.1%
Brightway Holdings, LLC(13)(14)First lien senior secured revolving loanL + 6.50%12/15/2027— (26)(26)0.0%
Evolution BuyerCo, Inc. (dba SIAA)(8)(16)First lien senior secured loanL + 6.25%4/28/20289,031 8,911 8,918 0.6%
Evolution BuyerCo, Inc. (dba SIAA)(8)(13)(15)(16)First lien senior secured delayed draw term loanL + 6.25%4/28/20236,895 6,652 6,784 0.4%
Evolution BuyerCo, Inc. (dba SIAA)(13)(14)(16)First lien senior secured revolving loanL + 6.25%4/30/2027— (9)(8)0.0%

23


Owl Rock Core Income Corp.
Consolidated Schedule of Investments (Continued)
As of December 31, 2021
(Amounts in thousands, except share amounts)

Company(1)(2)(3)(25)InvestmentInterestMaturity
Date
Par /
Units
Amortized
Cost(4)(20)
Fair
Value
Percentage
of Net
Assets
KUSRP Intermediate, Inc. (dba U.S. Retirement and Benefits Partners)(8)(16)First lien senior secured loanL + 9.50% PIK7/24/202812,348 12,113 12,101 $0.8%
Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services)(9)(16)First lien senior secured loanL + 6.00%11/1/202845,235 44,791 44,782 2.8%
Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services)(9)(13)(15)(16)First lien senior secured delayed draw term loan DL + 6.00%5/1/20237,986 7,907 7,906 0.5%
Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services)(13)(14)(16)First lien senior secured revolving loanL + 6.00%11/1/2027— (25)(26)0.0%
PCF Midco II, LLC (dba PCF Insurance Services)(16)(24)First lien senior secured loan9.00% PIK10/31/203144,340 40,169 40,128 2.5%
TEMPO BUYER CORP. (dba Global Claims Services)(8)(16)First lien senior secured loanL + 5.50%8/26/202836,524 35,823 35,793 2.3%
TEMPO BUYER CORP. (dba Global Claims Services)(13)(14)(15)(16)First lien senior secured delayed draw term loanL + 5.50%8/26/2023— (98)(103)0.0%
TEMPO BUYER CORP. (dba Global Claims Services)(13)(14)(16)First lien senior secured revolving loanL + 5.50%8/26/2027— (97)(103)0.0%
USRP Holdings, Inc. (dba U.S. Retirement and Benefits Partners)(8)(16)First lien senior secured loanL + 5.50%7/23/202715,055 14,771 14,754 0.9%
USRP Holdings, Inc. (dba U.S. Retirement and Benefits Partners)(8)(13)(14)(16)First lien senior secured revolving loanL + 5.50%7/23/202718 (2)(4)0.0%
KWOR Acquisition, Inc. (dba Alacrity Solutions)(6)(16)First lien senior secured loanL + 5.25%12/22/202824,585 24,218 24,218 1.5%
KWOR Acquisition, Inc. (dba Alacrity Solutions)(12)(13)(16)First lien senior secured revolving loanP + 4.25%12/22/2027341 290 290 0.0%
380,192 369,798 369,832 23.2%
Internet software and services
Bayshore Intermediate #2, L.P. (dba Boomi)(8)(16)First lien senior secured loanL + 7.75%PIK10/2/202819,121 18,702 18,690 1.2%
Bayshore Intermediate #2, L.P. (dba Boomi)(13)(14)(16)First lien senior secured revolving loanL + 6.75%10/1/2027— (34)(36)0.0%
BCPE Nucleon (DE) SPV, LP(9)(16)First lien senior secured loanL + 7.00%9/24/20261,333 1,316 1,327 0.1%
BCTO BSI Buyer, Inc. (dba Buildertrend)(8)(16)First lien senior secured loanL + 7.00%12/23/2026893 885 888 0.1%
BCTO BSI Buyer, Inc. (dba Buildertrend)(8)(13)(16)First lien senior secured revolving loanL + 7.00%12/23/202660 59 60 0.0%
CivicPlus, LLC(8)(16)First lien senior secured loanL + 6.00%8/24/20279,387 9,297 9,293 0.6%
CivicPlus, LLC(13)(15)(16)First lien senior secured delayed draw term loanL + 6.00%8/24/2023— — — 0.0%
CivicPlus, LLC(13)(14)(16)First lien senior secured revolving loanL + 6.00%8/24/2027— (8)(9)0.0%
EET Buyer, Inc. (dba e-Emphasys)(8)(16)First lien senior secured loanL + 5.75%11/8/202719,545 19,355 19,350 1.2%
EET Buyer, Inc. (dba e-Emphasys)(13)(14)(16)First lien senior secured revolving loanL + 5.75%11/8/2027— (19)(20)0.0%
GovBrands Intermediate, Inc.(8)(16)First lien senior secured loanL + 5.50%8/4/20278,346 8,149 8,137 0.5%
GovBrands Intermediate, Inc.(6)(13)(15)(16)First lien senior secured delayed draw term loanL + 5.50%8/4/20231,883 1,827 1,825 0.1%
GovBrands Intermediate, Inc.(13)(14)(16)First lien senior secured revolving loanL + 5.50%8/4/2027— (21)(22)0.0%
Granicus, Inc.(8)(16)First lien senior secured loanL + 6.50%1/29/20271,830 1,792 1,798 0.1%

24


Owl Rock Core Income Corp.
Consolidated Schedule of Investments (Continued)
As of December 31, 2021
(Amounts in thousands, except share amounts)

Company(1)(2)(3)(25)InvestmentInterestMaturity
Date
Par /
Units
Amortized
Cost(4)(20)
Fair
Value
Percentage
of Net
Assets
Granicus, Inc.(13)(14)(16)First lien senior secured revolving loanL + 6.50%1/29/2027— (3)(3)0.0%
Granicus, Inc.(8)(13)(15)(16)First lien senior secured delayed draw term loanL + 6.00%1/30/2023208 203 203 0.0%
GS Acquisitionco, Inc. (dba insightsoftware)(8)First lien senior secured loanL + 5.75%5/22/20265,805 5,777 5,776 0.4%
GS Acquisitionco, Inc. (dba insightsoftware)(8)(13)(14)(15)First lien senior secured delayed draw term loanL + 5.75%11/2/2022— (12)(13)0.0%
Help/Systems Holdings, Inc.(7)(16)(17)First lien senior secured loanL + 4.75%11/19/20267,698 7,695 7,665 0.5%
Hyland Software, Inc.(6)Second lien senior secured loanL + 6.25%7/7/202522,500 22,491 22,642 1.4%
Ivanti Software, Inc.(8)Second lien senior secured loanL + 7.25%12/1/202819,000 18,906 18,905 1.2%
MessageBird BidCo B.V.(8)(16)(18)First lien senior secured loanL + 6.75%4/29/20275,000 4,899 4,900 0.3%
Ministry Brands Holdings, LLC(8)(16)First lien senior secured loanL + 5.50%12/29/202849,435 48,447 48,446 3.1%
Ministry Brands Holdings, LLC(13)(14)(15)(16)First lien senior secured delayed draw term loanL + 5.50%12/29/2023— (158)(158)0.0%
Ministry Brands Holdings, LLC(13)(14)(16)First lien senior secured revolving loanL + 5.50%12/27/2027— (95)(95)0.0%
QAD, Inc.(8)(16)First lien senior secured loanL + 6.00%11/5/202746,500 45,589 45,570 2.9%
QAD, Inc.(13)(14)(16)First lien senior secured revolving loanL + 6.00%11/5/2027— (117)(120)0.0%
Proofpoint, Inc.(8)(16)Second lien senior secured loanL + 6.25%9/1/20297,500 7,464 7,463 0.5%
Tahoe Finco, LLC(8)(16)(18)First lien senior secured loanL + 6.00%9/29/202883,721 82,906 82,716 5.2%
Tahoe Finco, LLC(13)(14)(16)(18)First lien senior secured revolving loanL + 6.00%10/1/2027— (60)(75)0.0%
Thunder Purchaser, Inc. (dba Vector Solutions)(9)(16)First lien senior secured loanL + 5.75%6/30/202812,063 11,949 11,972 0.7%
Thunder Purchaser, Inc. (dba Vector Solutions)(13)(14)(16)First lien senior secured revolving loanL + 5.75%6/30/2027— (7)(5)0.0%
Thunder Purchaser, Inc. (dba Vector Solutions)(13)(15)(16)First lien senior secured delayed draw term loanL + 5.75%8/17/2023— — — 0.0%
Trader Interactive, LLC (fka Dominion Web Solutions, LLC)(9)(16)First lien senior secured loanL + 4.00%7/28/20285,000 4,979 4,975 0.3%
When I Work, Inc.(8)First lien senior secured loanL + 6.00%11/2/202722,206 21,988 21,983 1.4%
When I Work, Inc.(13)(14)First lien senior secured revolving loanL + 6.00%11/2/2027— (40)(42)0.0%
349,034 344,101 343,986 21.8%
Leisure and entertainment
Troon Golf, L.L.C.(8)(16)First lien senior secured loanL + 6.00%8/5/202794,358 93,913 93,886 5.9%
Troon Golf, L.L.C.(13)(14)(16)First lien senior secured revolving loanL + 6.00%8/5/2026— (33)(36)0.0%
94,358 93,880 93,850 5.9%
Manufacturing
ACR Group Borrower, LLC(8)(16)First lien senior secured loanL + 4.25%3/31/20284,104 4,050 4,063 0.3%

25


Owl Rock Core Income Corp.
Consolidated Schedule of Investments (Continued)
As of December 31, 2021
(Amounts in thousands, except share amounts)

Company(1)(2)(3)(25)InvestmentInterestMaturity
Date
Par /
Units
Amortized
Cost(4)(20)
Fair
Value
Percentage
of Net
Assets
ACR Group Borrower, LLC(13)(14)(16)First lien senior secured revolving loanL + 4.50%3/31/2026— (11)(9)0.0%
Engineered Machinery Holdings, Inc. (dba Duravant)(8)(16)(17)First lien senior secured loanL + 3.75%5/19/20285,000 4,976 4,981 0.3%
Engineered Machinery Holdings, Inc. (dba Duravant)(8)Second lien senior secured loanL + 6.50%5/21/202921,000 20,905 21,000 1.3%
Gloves Buyer, Inc. (dba Protective Industrial Products)(6)(16)Second lien senior secured loanL + 8.25%12/29/2028900 879 888 0.1%
MHE Intermediate Holdings, LLC (dba OnPoint Group)(8)(16)First lien senior secured loanL + 5.75%7/21/202740,969 40,584 40,559 2.6%
MHE Intermediate Holdings, LLC (dba OnPoint Group)(8)(13)(15)(16)First lien senior secured delayed draw term loanL + 5.75%7/21/20233,085 3,055 3,054 0.2%
MHE Intermediate Holdings, LLC (dba OnPoint Group)(13)(14)(16)First lien senior secured revolving loanL + 5.75%7/21/2027— (33)(36)0.0%
75,058 74,405 74,500 4.8%
Professional Services
Apex Group Treasury, LLC(8)(16)(18)Second lien senior secured loanL + 6.75%7/27/20295,000 4,952 4,950 0.3%
Apex Group Treasury, LLC(13)(15)(16)(18)Second lien senior secured delayed draw term loanL + 6.75%6/30/2022— — — 0.0%
Apex Group Treasury, LLC(8)(16)(18)First lien senior secured loanL + 3.75%7/27/20284,988 4,976 4,975 0.3%
Guidehouse Inc.(6)(16)First lien senior secured loanL + 5.50%10/16/202892,982 92,077 92,053 5.8%
Guidehouse Inc.(13)(16)First lien senior secured revolving loanL + 5.50%10/15/2027— — (70)0.0%
Relativity ODA LLC(6)(16)First lien senior secured loanL + 7.50% PIK5/12/20274,585 4,526 4,528 0.3%
Relativity ODA LLC(13)(14)(16)First lien senior secured revolving loanL + 6.50%5/12/2027— (6)(5)0.0%
Sovos Compliance, LLC(6)(16)(17)First lien senior secured loanL + 4.50%8/11/20286,396 6,380 6,408 0.4%
Sovos Compliance, LLC(13)(16)(17)First lien senior secured delayed draw term loanL + 4.50%8/12/2023— — — 0.0%
113,951 112,905 112,839 7.1%
Specialty retail
Notorious Topco, LLC (dba Beauty Industry Group)(8)(16)First lien senior secured loanL + 6.50%11/23/202760,915 60,015 60,002 3.8%
Notorious Topco, LLC (dba Beauty Industry Group)(13)(14)(15)(16)First lien senior secured delayed draw term loanL + 6.50%11/23/2023— (54)(22)0.0%
Notorious Topco, LLC (dba Beauty Industry Group)(13)(16)First lien senior secured revolving loanL + 6.50%5/24/2027880 803 801 0.1%
Milan Laser Holdings LLC(8)(16)First lien senior secured loanL + 5.00%4/27/202720,632 20,445 20,477 1.3%
Milan Laser Holdings LLC(13)(14)(16)First lien senior secured revolving loanL + 5.00%4/27/2026— (15)(13)0.0%
The Shade Store, LLC(8)(16)First lien senior secured loanL + 6.00%10/13/202768,182 67,355 67,330 4.3%
The Shade Store, LLC(13)(14)(16)First lien senior secured revolving loanL + 6.00%10/13/2027— (81)(85)0.0%
150,609 148,468 148,490 9.5%
Telecommunications
Park Place Technologies, LLC(6)(16)(17)First lien senior secured loanL + 5.00%11/10/2027993 958 989 0.1%
993 958 989 0.1%

26


Owl Rock Core Income Corp.
Consolidated Schedule of Investments (Continued)
As of December 31, 2021
(Amounts in thousands, except share amounts)

Company(1)(2)(3)(25)InvestmentInterestMaturity
Date
Par /
Units
Amortized
Cost(4)(20)
Fair
Value
Percentage
of Net
Assets
Transportation
Motus Group, LLC(8)(16)Second lien senior secured loanL + 6.50%12/10/202910,000 9,901 9,900 0.6%
10,000 9,901 9,900 0.6
Total non-controlled/non-affiliated portfolio
company debt investments
$3,035,699 $2,988,942 $2,991,697 189.1%
Equity Investments
Automotive
CD&R Value Building Partners I, L.P. (dba Belron)(16)(18)(19)(21)LP InterestN/AN/A$33,000$33,064$33,0002.1%
Metis HoldCo, Inc. (dba Mavis Tire Express
Services)(16)(19)
Series A Convertible Preferred Stock7.00% PIKN/A10,769 10,928 11,215 0.7%
43,992 44,215 2.8%
Buildings and real estate
Skyline Holdco B, Inc. (dba Dodge Data &
Analytics)(16)(19)(21)
Series A Preferred StockN/AN/A143,963 216 238 0.0%
216 238 0.0%
Business services
Denali Holding LP (dba Summit Companies)(16)(19)(21)Class A UnitsN/AN/A596,708 5,967 5,967 0.4%
Hercules Buyer LLC (dba The Vincit Group)(16)(19)(21)(23)Common UnitsN/AN/A10,000 11 12 0.0%
5,978 5,979 0.4%
Consumer products
ASP Conair Holdings LP(16)(19)(21)Class A UnitsN/AN/A9,286 929 929 0.1%
929 929 0.1%
Healthcare equipment and services
KPCI Holdings, L.P.(16)(19)(21)Class A UnitsN/AN/A30,425 2,313 2,675 0.1%
Patriot Holdings SCSp (dba Corza Health,
Inc.)(16)(19)
Class A Units8.00% PIKN/A982 991 991 0.1%
Patriot Holdings SCSp (dba Corza Health,
Inc.)(16)(19)(21)
Class B UnitsN/AN/A13,517 146 153 0.0%
3,450 3,819 0.2%
Healthcare providers and services
KOBHG Holdings, L.P. (dba OB Hospitalist)(16)(19)(21)Class A InterestsN/AN/A3,520 3,520 3,520 0.2%
Restore OMH Intermediate Holdings, Inc.(16)(19)Senior Preferred Stock13.00% (PIK)N/A349 341 340 0.0%
3,861 3,860 0.2%
Human resource support services
Sunshine Software Holdings, Inc. (dba Cornerstone OnDemand)(16)(19)Series A Preferred Stock10.50% PIKN/A12,750 12,717 12,710 0.8%
12,717 12,710 0.8%
Insurance
Evolution Parent, LP (dba SIAA)(16)(19)(21)LP InterestN/AN/A270 270 270 0.0%
GrowthCurve Capital Sunrise Co-Invest LP (dba Brightway)(16)(19)(21)LP InterestN/AN/A421 422 421 0.0%
PCF Holdco, LLC (dba PCF Insurance Services)(16)(19)(21)Class A UnitsN/AN/A4,639,506 11,788 11,789 0.7%
PCF Holdco, LLC (dba PCF Insurance Services)(16)(19)(21)Class A WarrantsN/AN/A1,398,737 3,547 3,547 0.2%
16,027 16,027 0.9%
Internet software and services
Brooklyn Lender Co-Invest 2, L.P. (dba Boomi)(16)(19)(21)Common UnitsN/AN/A1,729,438 1,729 1,729 0.1%
MessageBird Holding B.V.(16)(18)(19)(21)Extended Series C WarrantsN/AN/A7,980 49 49 0.0%
Thunder Topco L.P. (dba Vector Solutions)(16)(19)(21)Common UnitsN/AN/A712,884 713 841 0.1%

27


Owl Rock Core Income Corp.
Consolidated Schedule of Investments (Continued)
As of December 31, 2021
(Amounts in thousands, except share amounts)

Company(1)(2)(3)(25)InvestmentInterestMaturity
Date
Par /
Units
Amortized
Cost(4)(20)
Fair
Value
Percentage
of Net
Assets
WMC Bidco, Inc. (dba West Monroe)(16)(19)Senior Preferred Stock11.25% PIKN/A33,385 32,494 32,467 2.1%
BCTO WIW Holdings, Inc. (dba When I Work)(16)(19)(21)Class A Common StockN/AN/A57,000 5,700 5,700 0.4%
40,685 40,786 2.7%
Manufacturing
Gloves Holding, LP (dba Protective Industrial Products)(16)(19)(21)LP InterestN/AN/A100 100 112 0.0%
100 112 0.0%
Total non-controlled/non-affiliated portfolio
company equity investments
$127,955 $128,675 8.1%
Total Investments$3,116,897 $3,120,372 197.2 %%

Portfolio Company

Investment

Acquisition Date

Hercules Buyer LLC

(1)Certain portfolio company investments are subject to contractual restrictions on sales.
(2)Unless otherwise indicated, all investments are non-controlled, non-affiliated investments. Non-controlled, non-affiliated investments are defined as investments in which the Company owns less than 5% of the portfolio company’s outstanding voting securities and does not have the power to exercise control over the management or policies of such portfolio company.
(3)Unless otherwise indicated, all investments are considered Level 3 investments.
(4)The amortized cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method.
(5)Unless otherwise indicated, loan contains a variable rate structure, and may be subject to an interest rate floor. Variable rate loans bear interest at a rate that may be determined by reference to either the London Interbank Offered Rate (“LIBOR” or “L”) (which can include one-, two-, three- or six-month LIBOR) or an alternate base rate (which can include the Federal Funds Effective Rate or the Prime Rate), at the borrower’s option, and which reset periodically based on the terms of the loan agreement.
(6)The interest rate on these loans is subject to 1 month LIBOR, which as of December 31, 2021 was 0.10%.
(7)The interest rate on these loans is subject to 2 month LIBOR, which as of December 31, 2021 was 0.15%.
(8)The interest rate on these loans is subject to 3 month LIBOR, which as of December 31, 2021 was 0.21%.
(9)The interest rate on these loans is subject to 6 month LIBOR, which as of December 31, 2021 was 0.34%.
(10)The interest rate on these loans is subject to 3 month CDOR, which as of December 31, 2021 was 0.52%.
(11)The interest rate on these loans is subject to SONIA, which as of December 31, 2021 was 0.19%.
(12)The interest rate on these loans is subject to the Prime rate, which as of December 31, 2021 was 3.25%.
(13)Position or portion thereof is an unfunded loan commitment. See Note 7 “Commitments and Contingencies”.
(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)Represents co-investment made with the Company’s affiliates in accordance with the terms of exemptive relief that the Company received from the U.S. Securities and Exchange Commission. See Note 3 "Agreements and Related Party Transactions".
(17)Level 2 Investment.
(18)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 assets 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 7.9% of total assets as calculated in accordance with the regulatory requirements.
(19)Security acquired in transaction exempt from registration under the Securities Act of 1933, and may be deemed to be “restricted security” under the Securities Act. As of December 31, 2021, the aggregate fair value of these securities is $128.7 million, or 8.1% of the Company’s net assets. The acquisition dates of the restricted securities are as follows:

Common Units

December 15, 2020

KPCI Holdings, L.P.

Portfolio Company

LP Interest

Investment

November 30, 2020

Acquisition Date

Restore OMH IntermediateASP Conair Holdings Inc.

LP

Senior Preferred Stock

Class A Units

December 9, 2020

May 17, 2021

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

Class A Common StockNovember 2, 2021
Brooklyn Lender Co-Invest 2, L.P. (dba Boomi)Common UnitsOctober 1, 2021
CD&R Value Building Partners I, L.P. (dba Belron)LP InterestDecember 12, 2021

28


Owl Rock Core Income Corp.
Consolidated Schedule of Investments (Continued)
As of December 31, 2021
(Amounts in thousands, except share amounts)

Denali Holding LP (dba Summit Companies)Class A UnitsSeptember 15, 2021
Evolution Parent, LP (dba SIAA)Class A InterestsApril 30, 2021
Gloves Holding, LP (dba Protective Industrial Products)

LP Interest

December 29, 2020

GrowthCurve Capital Sunrise Co-Invest LP (dba Brightway)

(11)

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

LP Interest
December 16, 2021
Hercules Buyer, LLC (dba The Vincit Group)Common UnitsDecember 15, 2020
KOBHG Holdings, L.P. (dba OB Hospitalist)Class A InterestsSeptember 27, 2021
KPCI Holdings, L.P.LP InterestNovember 30, 2020
MessageBird Holding B.V.Extended Series C WarrantsApril 29, 2021
Metis HoldCo, Inc. (dba Mavis Tire Express Services)Series A Convertible Preferred StockMay 4, 2021
Patriot Holdings SCSp (dba Corza Health, Inc.)Class A UnitsJanuary 29, 2021
Patriot Holdings SCSp (dba Corza Health, Inc.)Class B UnitsJanuary 29, 2021
PCF Holdco, LLC (dba PCF Insurance Services)Class A UnitsNovember 1, 2021
PCF Holdco, LLC (dba PCF Insurance Services)Class A WarrantsNovember 1, 2021
Restore OMH Intermediate Holdings, Inc.Senior Preferred StockDecember 9, 2020
Skyline Holdco B, Inc. (dba Dodge Data & Analytics)Series A Preferred StockApril 14, 2021
Sunshine Software Holdings, Inc. (dba Cornerstone OnDemand)Series A Preferred StockOctober 15, 2021
Thunder Topco L.P. (dba Vector Solutions)Common UnitsJune 30, 2021
WMC Bidco, Inc. (dba West Monroe)Senior Preferred StockNovember 9, 2021

(12)

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.

(13)(20)As of December 31, 2021, the net estimated unrealized gain on investments for U.S. federal income tax purposes was $4.2 million based on a tax cost basis of $3.1 billion. As of December 31, 2021, the estimated aggregate gross unrealized loss for U.S. federal income tax purposes was $1.5 million. As of December 31, 2021, the estimated aggregate gross unrealized gain for U.S. federal income tax purposes was $5.7 million.

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.

(14)(20)Investment is non-income producing.

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

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

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.

(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)Investment does not contain a variable rate structure.
(24)Unless otherwise indicated, the Company’s portfolio companies are pledged as collateral supporting the amounts outstanding under the Revolving Credit Facility and SPV Asset Facilities. See Note 6 "Debt".

29


Owl Rock Core Income Corp.
Consolidated Statements of Changes in Net Assets
(Amounts in thousands)
(Unaudited)

For the Three Months Ended June 30,For the Six Months Ended June 30,
2022202120222021
Increase (Decrease) in Net Assets Resulting from Operations
Net investment income (loss)$69,073 $2,306 $111,664 $2,231 
Net change in unrealized gain (loss)(168,930)803 (192,387)834 
Net realized gain (loss) on investments131 (12)568 
Net Increase (Decrease) in Net Assets Resulting from Operations(99,726)3,097 (80,155)3,072 
Distributions
Class S(20,656)(253)(34,381)(253)
Class D(5,880)(323)(10,014)(339)
Class I(36,741)(1,815)(59,261)(2,009)
Net Decrease in Net Assets Resulting from Shareholders' Distributions(63,277)(2,391)(103,656)(2,601)
Capital Share Transactions
Class S:
Issuance of shares of common stock416,884 26,580 866,252 26,580 
Repurchase of common shares(8,365)— (14,366)— 
Reinvestment of shareholders' distributions6,264 70 9,894 70 
Net Increase (Decrease) in Net Assets Resulting from Capital Share Transactions - Class S414,783 26,650 861,780 26,650 
Class D:
Issuance of shares of common stock72,746 28,196 188,148 31,192 
Repurchase of common shares(1,110)— (1,414)— 
Reinvestment of shareholders' distributions2,400 114 3,861 114 
Net Increase (Decrease) in Net Assets Resulting from Capital Share Transactions - Class D74,036 28,310 190,595 31,306 
Class I:
Issuance of shares of common stock779,907 115,968 1,430,903 138,848 
Repurchase of common shares(18,414)— (35,392)— 
Reinvestment of shareholders' distributions10,708 239 16,593 239 
Net Increase (Decrease) in Net Assets Resulting from Capital Share Transactions - Class I772,201 116,207 1,412,104 139,087 
Total Increase (Decrease) in Net Assets1,098,017 171,873 2,280,668 197,514 
Net Assets, at beginning of period2,763,379 37,914 1,580,728 12,273 
Net Assets, at end of period$3,861,396 $209,787 $3,861,396 $209,787 

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


15


30


Owl Rock Core Income Corp.

Consolidated StatementStatements of ChangesCash Flows
(Amounts in Net Assets

thousands)

(Unaudited)

 

 

Three Months Ended June 30, 2021

 

 

Six Months Ended June 30, 2021

 

Increase (Decrease) in Net Assets Resulting from Operations

 

 

 

 

 

 

 

 

Net investment income (loss)

 

$

2,306

 

 

$

2,231

 

Net change in unrealized gain (loss)

 

 

803

 

 

 

834

 

Net realized gain (loss) on investments

 

 

(12

)

 

 

7

 

Net Increase (Decrease) in Net Assets Resulting from Operations

 

 

3,097

 

 

 

3,072

 

Distributions

 

 

 

 

 

 

 

 

      Class S

 

 

(253

)

 

 

(253

)

      Class D

 

 

(323

)

 

 

(339

)

      Class I

 

 

(1,815

)

 

 

(2,009

)

Net Decrease in Net Assets Resulting from Shareholders' Distributions

 

 

(2,391

)

 

 

(2,601

)

Capital Share Transactions

 

 

 

 

 

 

 

 

Class S:

 

 

 

 

 

 

 

 

Issuance of shares of common stock

 

 

26,580

 

 

 

26,580

 

Reinvestment of shareholders' distributions

 

 

70

 

 

 

70

 

Net Increase (Decrease) in Net Assets Resulting from Capital Share Transactions - Class S

 

 

26,650

 

 

 

26,650

 

Class D:

 

 

 

 

 

 

 

 

Issuance of shares of common stock

 

 

28,196

 

 

 

31,192

 

Reinvestment of shareholders' distributions

 

 

114

 

 

 

114

 

Net Increase (Decrease) in Net Assets Resulting from Capital Share Transactions - Class D

 

 

28,310

 

 

 

31,306

 

Class I:

 

 

 

 

 

 

 

 

Issuance of shares of common stock

 

 

115,968

 

 

 

138,848

 

Reinvestment of shareholders' distributions

 

 

239

 

 

 

239

 

Net Increase (Decrease) in Net Assets Resulting from Capital Share Transactions - Class I

 

 

116,207

 

 

 

139,087

 

Total Increase (Decrease) in Net Assets

 

 

171,873

 

 

 

197,514

 

Net Assets, at beginning of period

 

 

37,914

 

 

 

12,273

 

Net Assets, at end of period

 

$

209,787

 

 

$

209,787

 


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


16

For the Six Months Ended June 30,
20222021
Cash Flows from Operating Activities
Net Increase (Decrease) in Net Assets Resulting from Operations$(80,155)$3,072 
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash used in operating activities:
Purchases of investments, net(5,777,986)(412,050)
Proceeds from investments and investment repayments, net277,973 6,851 
Net change in unrealized (gain) loss on investments191,514 (812)
Net change in unrealized (gain) loss on translation of assets and liabilities in foreign currencies873 (22)
Net realized (gain) loss on investments(359)(7)
Net realized (gain) loss on foreign currency transactions relating to investments— (3)
Paid-in-kind interest and dividends(23,514)(176)
Net amortization/accretion of premium/discount on investments(6,090)(113)
Amortization of debt issuance costs4,069 267 
Amortization of offering costs2,350 — 
Changes in operating assets and liabilities:
(Increase) decrease in interest receivable(19,041)(1,199)
(Increase) decrease in receivable for investments sold(423)— 
(Increase) decrease in due from adviser(6,775)(659)
(Increase) decrease in prepaid expenses and other assets(103,397)(15)
Increase (decrease) in payable for investments purchased48,211 64,597 
Increase (decrease) in payables to affiliates9,209 (191)
Increase (decrease) in tender payable26,476 — 
Increase (decrease) in accrued expenses and other liabilities29,820 999 
Net cash used in operating activities(5,427,245)(339,461)
Cash Flows from Financing Activities
Borrowings on debt6,000,061 496,358 
Repayments of debt(2,838,600)(338,600)
Debt issuance costs(30,864)(6,265)
Repurchase of common stock(51,172)— 
Proceeds from issuance of common shares2,485,303 196,619 
Distributions paid to shareholders(59,048)(1,042)
Net cash provided by financing activities5,505,680347,070
Net increase (decrease) in cash78,435 7,609 
Cash, beginning of period21,4598,153
Cash, end of period$99,894 $15,762 
Supplemental and Non-Cash Information
Interest paid during the period$20,029$766
Distributions declared during the period$103,656$2,601
Reinvestment of distributions during the period$30,348$423
Distributions payable$23,265$1,136

31


Owl Rock Core Income Corp.

Consolidated Statement of Cash Flows

(Amounts in thousands)

(Unaudited)

 

 

 

 

 

 

 

For the Six Months Ended June 30, 2021

 

Cash Flows from Operating Activities

 

 

 

 

Net Increase (Decrease) in Net Assets Resulting from Operations

 

$

3,072

 

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

 

 

 

 

Purchases of investments, net

 

 

(412,050

)

Proceeds from investments and investment repayments, net

 

 

6,851

 

Net change in unrealized (gain) loss on investments

 

 

(812

)

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

 

 

(22

)

Net realized (gain) loss on investments

 

 

(7

)

Net realized (gain) loss on foreign currency transactions relating to investments

 

 

(3

)

Paid-in-kind interest

 

 

(176

)

Net amortization of discount on investments

 

 

(113

)

Amortization of debt issuance costs

 

 

267

 

Changes in operating assets and liabilities:

 

 

 

 

(Increase) decrease in interest receivable

 

 

(1,199

)

(Increase) decrease in Due from Adviser

 

 

(659

)

(Increase) decrease in prepaid expenses and other assets

 

 

(15

)

Increase (decrease) in payable for investments purchased

 

 

64,597

 

Increase (decrease) in payables to affiliates

 

 

(191

)

Increase (decrease) in accrued expenses and other liabilities

 

 

999

 

Net cash used in operating activities

 

 

(339,461

)

Cash Flows from Financing Activities

 

 

 

 

Borrowings on debt

 

 

496,358

 

Repayments of debt

 

 

(338,600

)

Debt issuance costs

 

 

(6,265

)

Proceeds from issuance of common shares

 

 

196,619

 

Distributions paid to shareholders

 

 

(1,042

)

Net cash provided by financing activities

 

 

347,070

 

Net increase (decrease) in cash

 

 

7,609

 

Cash, beginning of period

 

 

8,153

 

Cash, end of period

 

$

15,762

 

 

 

 

 

 

Supplemental and Non-Cash Information

 

 

 

 

Interest paid during the period

 

$

766

 

Distributions declared during the period

 

$

2,601

 

Reinvestment of distributions during the period

 

$

423

 

Distributions payable

 

$

1,136

 

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

17


Owl Rock Core Income Corp.

Notes to Consolidated Financial Statements (Unaudited)


Note 1. Organization and Principal Business


Owl Rock Core Income Corp., (“Owl Rock” or the “Company”) is a Maryland corporation formed on April 22, 2020. The Company was formed primarily to originate and make loans to, and make debt and equity investments in, U.S. middle market companies. The Company’s investment objective is to generate current income and to a lesser extent, capital appreciation by targeting investment opportunities with favorable risk-adjusted returns. The Company invests in senior secured or unsecured loans, subordinated loans or mezzanine loans and, to a lesser extent, equity and equity-related securities which include common and preferred stock, securities convertible into common stock, and warrants. The Company may on occasion invest in smaller or larger companies if an attractive opportunity presents itself, especially when there are dislocations in the capital markets, including the high yield and large syndicated loan markets, which are often referred to as “junk” investments. Once the Company raises sufficient capital, the target credit investments will typically have maturities between three and ten years and generally range in size between $10 million and $125 million, although the investment size will vary with the size of the Company’s capital base. Prior to raising sufficient capital, the Company may make a greater number of investments in syndicated loan opportunities than it otherwise would expect to make in the future.


The Company is an externally managed closed-end management investment company that has elected to be regulated as a business development company, or BDC, under the Investment Company Act of 1940, as amended (the “1940 Act”). The Company intends to electhas elected to be treated for federal income tax purposes, and intends to qualify annually, thereafter, as a regulated investment company (a “RIC”) under the Internal Revenue Code of 1986, as amended (the “Code”). Because the Company has elected to be regulated as a BDC and intends to qualify as a RIC under the Code, the Company’sCompany's portfolio is subject to diversification and other requirements.


In November 2020, the Company commenced operations and made its first portfolio company investment. On October 23, 2020, the Company formed a wholly-owned subsidiary, OR Lending IC LLC, a Delaware limited liability company.company, which holds a California finance lenders license. OR Lending IC 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.

The Company is managed by Owl Rock Capital Advisors LLC (the “Adviser”). The Adviser is 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. The Adviser is registered with the Securities and Exchange Commission (“SEC”) as an investment adviser under the Investment Advisers Act of 1940 (the “Advisers Act”). 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, the Adviser manages the day-to-day operations of, and provides investment advisory and management services to, the Company.


The Company has received an exemptive order that permits it to offer multiple classes of shares of common stock and to impose asset-based servicing and distribution fees and early withdrawal fees. TheOn November 12, 2020, the Company offerscommenced it's initial public offering pursuant to which it offered, on a best efforts, continuous basis, up to $2,500,000,000 in any combination of amount of shares of Class S, Class D and Class I common stock. On February 14, 2022, the Company commenced it's follow-on offering, on a continuous basis, of up to $7,500,000,000 in any combination of amount of shares of Class S, Class D and Class I common stock. The share classes have different upfront selling commissions and ongoing servicing fees. Each class of common stock iswill be offered through Blue Owl Securities LLC (formerly Owl Rock Capital Securities LLC) (d/b/a Blue Owl Securities) (the “Dealer Manager”). The Dealer Manager is entitled to receive upfront selling commissions of up to 3.50% of the offering price of each Class S share sold in the offering and 1.50% of the offering price of each Class D share sold in the offering.sold. Class I shares are not subject to upfront selling commissions. Any upfront selling commissions for the Class S shares and Class D shares sold in the offering will be deducted from the purchase price. Class S, Class D and Class I shares were offered at initial purchase prices per shares of $10.35, $10.15 and $10.00, respectively. Thereafter,Currently, the purchase price per share for
each class of common stock will vary andvaries, but will not be sold at a price below the Company’s net asset value per share of such class, as determined in accordance with the Company’sCompany's share pricing policy, plus applicable upfront selling commissions. The Company also engages in private placement offerings of its common stock.

On September 30, 2020, the Adviser purchased 100 shares of the Company’s Class I common stock at $10.00 per share, which represented the initial public offering price of such shares. The Adviser will not tender these shares for repurchase as long as Owl Rock Capital Advisors LLC remains the investment adviser of Owl Rock Core Income Corp. There is no current intention for Owl Rock Capital Advisors LLC to discontinue its role. On October 15, 2020, the Company received a subscription agreement, totaling $25.0 million for the purchase of Class I common shares of its common stock from Owl Rock Feeder FIC ORCIC Equity LLC (“Feeder FIC Equity”). The shares purchased by the Adviser and Feeder FIC Equity are subject to a lock-up pursuant to FINRA Rule 5110(e)(1) for a period of 180 days from the date of commencement of sales in the offering, and the Adviser, Feeder FIC Equity, and their permitted assigns may not engage in any transaction that would result in the effective economic disposition of the Class I shares.

The Company commenced a continuous public offering of up to $2,500,000,000 in any combination of Class S, Class D, and Class I shares of its common stock on November 12, 2020. On November 12, 2020, the Company sold 700,000 shares pursuant to the

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Notes to Consolidated Financial Statements (Unaudited) – Continued

subscription agreement with Feeder FIC Equity and met the minimum offering requirement for its continuous public offering of $2.5 million. The purchase price of these shares sold in the private placement was $10.00 per share.


Since meeting the minimum offering requirement and commencing its continuous public offering through June 30, 2021,2022, the Company has issued 2,868,538154,260,988 shares of Class S common stock, 3,368,06738,744,127 shares of Class D common stock and 16,282,774244,521,750 shares of Class I common stock for gross proceeds of $27.0$1,441.8 million, $31.2$360.0 million and $151.8$2,267.7 million, respectively, including $1,000
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Owl Rock Core Income Corp.
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$1,000 of seed capital contributed by its Adviser in September of 2020, and approximately $25.0 million in gross proceeds raised in thea private placement from Owl Rock Feeder FIC Equity.

ORCIC Equity LLC and 8,578,458 shares of Class I common stock issued in a private placement to feeder vehicles primarily created to hold the Company's Class I shares for gross proceeds of approximately $79.3 million.


Note 2. Significant Accounting Policies


Basis of Presentation


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


Use of Estimates


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


Cash


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


Investments at Fair Value


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


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

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Notes to Consolidated Financial Statements (Unaudited) – Continued


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;

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

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


The Company conducts this valuation process on a quarterly basis.


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


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

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

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


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

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


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


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

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Owl Rock Core Income Corp.

Notes to Consolidated Financial Statements (Unaudited) – Continued


Interest and Dividend Income Recognition


Interest income is recorded on the accrual basis and includes accretion and amortization of discounts or premiums. Certain investments may have contractual payment-in-kind (“PIK”) interest or dividends. PIK interest representsand 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. For the three months ended June 30, 2022, PIK interest income earned was $7.2 million, representing 5.6% of total investment income. For the six months ended June 30, 2022, PIK interest income earned was $12.2 million, representing 6.1% of total investment income. For the three and six months ended June 30, 2021, PIK interest earned was less than 5% of investment income.

Discounts to par value on securities purchased are amortizedaccreted into interest income over the contractual life of the respective security using the effective yield method. Premiums to par value on securities purchased are amortized to first call date. The amortized cost of
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Owl Rock Core Income Corp.
Notes to Consolidated Financial Statements (Unaudited) - Continued
investments represents the original cost adjusted for the accretion and amortization of discounts or premiums, if any. Upon prepayment of a loan or debt security, any prepayment premiums, unamortized upfront loan origination fees and unamortized discounts are recorded as interest income in the current period.


Loans are generally placed on non-accrual status when there is reasonable doubt that principal or interest will be collected in full. Accrued interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability. If at any point we believe PIK interest is not expected to be realized, the investment generating PIK interest will be placed on non-accrual status. When a PIK investment is placed on non-accrual status, the accrued, uncapitalized interest or dividends are generally reversed through interest income. Non-accrual loans are restored to accrual status when past due principal and interest is paid current and, in management’s judgment, are likely to remain current. Management may make exceptions to this treatment and determine to not place a loan on non-accrual status if the loan has sufficient collateral value and is in the process of collection. 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 normally paid at the closing of the investments, are generally non-recurring,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 our 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 from incurrence. These expenses consist primarily of legal fees and other costs incurred in connection with the Company’s continuous public offering of its common shares, the preparation of the Company’s registration statement, and registration fees.


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 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.

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Notes to Consolidated Financial Statements (Unaudited) – Continued


Reimbursement of Transaction-Related Expenses


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


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


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Owl Rock Core Income Corp.
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Income Taxes


The Company intends to electhas elected to be treated as a RIC under the Code beginning with the taxable year ended December 31, 2020 and intends to qualify as a RIC thereafter. So long as the Company obtains and maintains its tax treatment for 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 income tax positions as ofthrough December 31, 2020.

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


Income and Expense Allocations


Income and realized and unrealized capital gains and losses are allocated to each class of shares of the Company on the basis of the aggregate net asset value of that class in relation to the aggregate net asset value of the Company.


Expenses that are common to all share classes are borne by each class of shares based on the net assets of the Company attributable to each class. Expenses that are specific to a class of shares are allocated to such class either directly or through the servicing fees paid pursuant to the Company’s distribution plan. See Note 3. Agreements"Agreements and Related Party Transactions – Shareholder Servicing Plan.”

Distributions to Common Shareholders


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


Subject to the Company’s board of directors’ discretion and applicable legal restrictions, the Company intends to authorize and declare cash distributions to the Company’s shareholders on a monthly or quarterly basis and pay such distributions on a monthly basis. The per share amount of distributions for Class S, Class D, and Class I shares will differ because of different allocations of class-specific expenses. Specifically, because the ongoing servicing fees are calculated based on the Company’s net asset value for the

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Owl Rock Core Income Corp.

Notes to Consolidated Financial Statements (Unaudited) – Continued

Company’s Class S and Class D shares, the ongoing service fees will reduce the net asset value or, alternatively, the distributions payable, with respect to the shares of each such class, including shares issued under the Company’s distribution reinvestment plan. As a result, the distributions on Class S shares and Class D shares may be lower than the distributions on Class I shares.


The Company has adopted a distribution reinvestment plan pursuant to which shareholders (except for residents of Alabama, Arkansas, Idaho, Kansas, Kentucky, Maine, Maryland, Massachusetts, Nebraska, New Jersey, North Carolina, Oklahoma, Oregon, Vermont and Washington and clients of participating broker-dealers that do not permit automatic enrollment in the distribution reinvestment plan) will have their cash distributions automatically reinvested in additional shares of the Company's same class of common stock to which the distribution relates unless they elect to receive their distributions in cash. The Company expects to use newly issued shares to implement the distribution reinvestment plan.


Consolidation

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Owl Rock Core Income Corp.
Notes to Consolidated Financial Statements (Unaudited) - Continued

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.


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


Note 3. Agreements and Related Party Transactions


As of June 30, 2021,2022, the Company had receivables frompayables to affiliates of $0.7$18.3 million, primarily comprised of expense support due from the Adviser partially offset by amounts$9.5 million of accrued performance based incentive fees, $6.7 million of management fees, and $2.0 million of costs and expenses reimbursable to the Adviser pursuant to the Administration Agreement. As of December 31, 2020,2021, the Company had payables to affiliates of $0.2$9.1 million, primarily comprised of amounts$4.2 million of accrued performance based incentive fees, $1.1 million of management fees, $2.1 million in obligations to repay expense support from the Adviser pursuant to the Investment Advisory Agreement, and $1.7 million of costs and expenses reimbursable to the Adviser pursuant to the Administration Agreement.


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 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 "Transaction"). 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.

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


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

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Owl Rock Core Income Corp.

Notes to Consolidated Financial Statements (Unaudited) – Continued

Agreement to an affiliate or to a third party and the Company will reimburse the Adviser for any services performed for it by such affiliate or third party.

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


Unless earlier terminated as described below, the Administration Agreement and subject to the consummation of the Transaction, the amended and restated administration agreement, will remain in effect until September 30, 2022for two years from the date it first became effective, and will remain in effect and 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, a majority of the independent directors.

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.
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Owl Rock Core Income Corp.
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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 $1.0 million and $2.0 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 $0.6 million and $0.9 million, respectively, for costs and expenses reimbursable to the Adviser under the terms of the Administration Agreement.

Investment Advisory Agreement


The Company has entered into an amended and restated Investment Advisory Agreement (the “Investment Advisory Agreement”) with the Adviser. The Investment Advisory Agreement became effective on May 18, 2021 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. On May 3, 2022, the Board approved the continuation of the Investment Advisory Agreement.

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.


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


Unless earlier terminated as described below, the Investment Advisory Agreement and subject to the consummation of the Transaction, the amended and restated investment advisory agreement, will remain in effect until September 30, 2022for two years from the date it first became effective, and will remain in effect and 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.


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 of Directors or the shareholders holding a majority (as defined under the 1940 Act) of the outstanding shares of the Company’s common stock or the Adviser. In addition, without payment of any penalty, the Adviser may generally terminate the Investment Advisory Agreement upon 120 days’ written notice.


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


The base management fee is payable monthly in arrears. The base management fee is calculated at an annual rate of 1.25% based on the average value of the Company’s net assets at the end of the two most recently completed calendar months. All or part of the base management fee not taken as to any month will be deferred without interest and may be taken in any such month prior to the occurrence of a liquidity event. Base management fees for any partial month are prorated based on the number of days in the month.

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Owl Rock Core Income Corp.

Notes to Consolidated Financial Statements (Unaudited) – Continued

On September 30,2020 and February 23, 2021, the Adviser agreed to waive 100% of the base management fee for the quarterquarters ended December 31, 2020 and March 31, 2021.2021, respectively. Any portion of management fees waived shall not be subject to recoupment.


For the three and six months ended June 30, 2022, management fees were $9.3 million and $14.9 million, respectively. For the three and six months ended June 30, 2021, management fees (gross of waivers) were $214 thousand and $266 thousand, respectively. For the six months ended June 30, 2021, $52 thousand of management fees were waived.


Pursuant to the Investment Advisory Agreement, the Adviser is entitled to an incentive fee. The incentive fee consists of two parts: (i) an incentive fee on income and (ii) an incentive fee on capital gains. Each part of the incentive fee is outlined below.

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Owl Rock Core Income Corp.
Notes to Consolidated Financial Statements (Unaudited) - Continued

The incentive fee on income will be calculated and payable quarterly in arrears and will be based upon the Company’s pre-incentivepre- incentive fee net investment income for the immediately preceding calendar quarter. In the case of a liquidation of the Company or if the Investment Advisory Agreement is terminated, the fee will also become payable as of the effective date of the event.


The incentive fee on income for each calendar quarter will be calculated as follows:


No incentive fee on income will be payable in any calendar quarter in which the pre-incentive fee net investment income does not exceed a quarterly return to investors of 1.25% of the Company’s net asset value for that immediately preceding calendar quarter. The Company refers to this as the quarterly preferred return.


All of the Company’s pre-incentive fee net investment income, if any, that exceeds the quarterly preferred return, but is less than or equal to 1.43%, which the Company refers to as the upper level breakpoint, of the Company’s net asset value for that immediately preceding calendar quarter, will be payable to the Company’s Adviser. The Company refers to this portion of the incentive fee on income as the “catch-up.” It is intended to provide an incentive fee of 12.50% on all of the Company’s pre-incentive fee net investment income when the pre-incentive fee net investment income reaches 1.43% of the Company’s net asset value for that calendar quarter, measured as of the end of the immediately preceding calendar quarter. The quarterly preferred return of 1.25% and upper level breakpoint of 1.43% are also adjusted for the actual number of days each calendar quarter.


For any quarter in which the Company’s pre-incentive fee net investment income exceeds the upper level break point of 1.43% of the Company’s net asset value for that immediately preceding calendar quarter, the incentive fee on income will equal 12.50% of the amount of the Company’s pre-incentive fee net investment income, because the quarterly preferred return and catch up will have been achieved.


Pre-incentive fee net investment income is defined as investment income and any other income, accrued during the calendar quarter, minus operating expenses for the quarter, including the base management fee, expenses payable under the Investment Advisory Agreement and the Administration Agreement, any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the incentive fee. Pre-incentive fee net investment income does not include any expense support payments or any reimbursement by the Company of expense support payments, or any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.


The second component of the incentive fee, the “Capital"Capital Gains Incentive Fee,”Fee", will be determined and payable in arrears as of the end of each calendar year during which the Investment Advisory Agreement is in effect. In the case of a liquidation, or if the Investment Advisory Agreement is terminated, the fee will also become payable as of the effective date of such event. The annual fee will equal (i) 12.50% of the Company’s realized capital gains on a cumulative basis from inception through the end of such calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less (ii) the aggregate amount of any previously paid incentive fees on capital gains as calculated in accordance with U.S. GAAP. 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 was to sell the relevant investment and realize a capital gain. In no event will the incentive fee on capital gains payable pursuant hereto be in excess of the amount permitted by the Advisers Act, including Section 205 thereof.


For the three and six months ended June 30, 2022, the Company incurred performance based incentive fees on net investment income of $9.5 million and $14.9 million, respectively. For the three and six months ended June 30, 2021, the Company incurred performance based incentive fees on net investment income of $94 thousand.


For the three and six months ended June 30, 2022, the Company did not incur performance based incentive fees based on capital gains. For the six months ended June 30, 2022, the Company recorded a reversal of previously recorded performance based incentive fees based on capital gains of $0.6 million. For the three and six months ended June 30, 2021, the Company incurred performance based incentive fees based on capital gains of $105 thousand.

25


Owl Rock Core Income Corp.

Notes to Consolidated Financial Statements (Unaudited) – Continued


Under the terms of the Investment Advisory Agreement, the Adviser is entitled to receive up to 1.5% of gross offering proceeds raised in the continuous public offering until all organization and offering costs paid by the Adviser or its affiliates have been recovered. The Company bears all other expenses of its operations and transactions including, without limitation, those relating to: expenses deemed to be “organization and offering expenses” for purposes of Conduct Rule 2310(a)(12) of Financial Industry Regulatory Authority (exclusive of commissions, the dealer manager fee, any discounts and other similar expenses paid by investors at the time of sale of the Company’s stock); the cost of corporate and organizational expenses relating to offerings of shares of common stock, subject to limitations included in the Investment Advisory Agreement; the cost of calculating the Company’s net asset value, including the cost of any third-party valuation services; the cost of effecting any sales and repurchases of the common stock and other
42

Owl Rock Core Income Corp.
Notes to Consolidated Financial Statements (Unaudited) - Continued
securities; fees and expenses payable under any dealer manager agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred by the Adviser, or members of the Investment Team, or payable to third parties, performing due diligence on prospective portfolio companies and, if necessary, enforcing the Company’s rights; escrow agent, transfer agent and custodial fees and expenses; fees and expenses associated with marketing efforts; federal and state registration fees, any stock exchange listing fees and fees payable to rating agencies; federal, state and local taxes; independent directors’ fees and expenses, including certain travel expenses; costs of preparing financial statements and maintaining books and records and filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, including registration fees, listing fees and licenses, and the compensation of professionals responsible for the preparation of the foregoing; the costs of any reports, proxy statements or other notices to shareholders (including printing and mailing costs); the costs of any shareholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; fidelity bond, directors and officers errors and omissions liability insurance and other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone and staff; fees and expenses associated with independent audits, outside legal and consulting costs; costs of winding up; costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Company’s assets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance obligations under the Advisers Act and applicable federal and state securities laws. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to the Company’s Chief Compliance Officer and Chief Financial Officer and their respective staffs (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs of the Company). Any such reimbursements will not exceed actual expenses incurred by the Adviser and its affiliates. The Adviser is responsible for the payment of the Company’s organization and offering expenses to the extent that these expenses exceed 1.5% of the aggregate gross offering proceeds, without recourse against or reimbursement by the Company.


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

For the six months ended June 30, 2021, subject to the 1.5% organization and offering cost cap, the Company accrued initial organization and offering expenses of $0.3 million.million that are reimbursable to the Adviser. The Company did not accrue initial organization and offering expenses that are reimbursable to the Adviser for the three months ended June 30, 2021.


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


Affiliated Transactions


The Company may be prohibited under the 1940 Act from participating in certain transactions with its affiliates without prior approval of the directors who are not interested persons, and in some cases, the prior approval of the SEC. The Company relies on an order for exemptive relief (the "Order") that has been granted by the SEC to the Adviser 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,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.

26


Owl Rock Core Income Corp.

Notes to Consolidated Financial Statements (Unaudited) – Continued

In addition, pursuant to an exemptive order issued by the SEC on April 8, 2020 and applicable to all BDCs, through December 31, 2020, the Company was permitted, subject to the satisfaction of certain conditions, to complete follow-on investments in its existing portfolio companies with certain private funds managed by the Adviser or its affiliates and covered by the Company’s exemptive relief, even if such private funds have not previously invested in such existing portfolio company. Without this order,  private funds would generally not be able to participate in such co-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 extend that any BDC with an existing coinvestment order continues to engage in certain transactions described in the conditional exemptive order, pursuant to the same terms and conditions described therein.


The Adviser is affiliated with Owl Rock Technology Advisors LLC (“ORTA”), Owl Rock Capital Private Fund Advisors LLC (“ORPFA”), and Owl Rock Diversified Advisors LLC (“ORDA”). , Owl Rock Technology Advisors II LLC, ("ORTA ORPFAII"), and the Adviser, the “Owl Rock Advisers”, 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’Adviser's or its affiliates' investment allocation policy seeks to ensure equitable allocation of investment opportunities over time between the Company, and other funds managed by the Adviser or its affiliates. As a result of exemptive relief,the Order, there could be significant overlap in the Company’s investment portfolio and the
43

Owl Rock Core Income Corp.
Notes to Consolidated Financial Statements (Unaudited) - Continued
investment portfolio of other funds managed by Owl Rockthe Adviser or its affiliates that could avail themselves of exemptive reliefthe Order and that have an investment objective similar to the Company’s.


Dealer Manager Agreement


The Company has entered into a dealer manager agreement (the “Dealer Manager Agreement”) with Blue Owl Securities, LLC (“Blue Owl Securities”), an affiliate of the Adviser, and participating broker-dealer agreements with certain broker-dealers. Under the terms of the Dealer Manager Agreement and the participating broker-dealer agreements, Blue Owl Securities serves as the dealer manager, and certain participating broker-dealers solicit capital, for the Company’s public offering of shares of Class S, Class D, and Class I common stock. Blue Owl Securities will be entitled to receive upfront selling commissions of up to 3.50% of the offering price of each Class S share sold in this offering. Blue Owl Securities will be entitled to receive upfront selling commissions of up to 1.50% of the offering price of each Class D share sold in this offering. Blue Owl Securities anticipates that all or a portion of the upfront selling commissions will be retained by, or reallowed (paid) to, participating broker-dealers. Blue Owl Securities will not receive upfront selling commissions with respect to any class of shares issued pursuant to the Company’s distribution reinvestment plan or with respect to purchases of Class I shares.


Upfront selling commissions for sales of Class S and Class D shares may be reduced or waived in connection with volume or other discounts, other fee arrangements or for sales to certain categories of purchasers.


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.


Shareholder Servicing Plan


Subject to FINRA limitations on underwriting compensation and pursuant to a distribution plan adopted by the Company in compliance with Rules 12b-1 and 17d-3 under the 1940 Act, as if those rules applied to the Company, the Company will pay Blue Owl Securities servicing fees for ongoing services as follows:


with respect to the Company’s outstanding Class S shares equal to 0.85% per annum of the aggregate net asset value of the Company’s outstanding Class S shares; and


with respect to the Company’s outstanding Class D shares equal to 0.25% per annum of the aggregate net asset value of the Company’s outstanding Class D shares.


The Company will not pay an ongoing servicing fee with respect to the Company’s outstanding Class I shares.


For the three and six months ended June 30, 2022, the Company paid servicing fees with respect to Class D shares of $0.2 million and $0.4 million, respectively. For the three and six months ended June 30, 2022, the Company paid servicing fees with respect to Class S shares of $2.7 million and $4.5 million, respectively.

For the three and six months ended June 30, 2021, the Company paid servicing fees with respect to Class D shares of $13 thousand. For the three and six months ended June 30, 2021, the Company paid servicing fees with respect to Class S shares of $37 thousand.

27


Owl Rock Core Income Corp.

Notes to Consolidated Financial Statements (Unaudited) – Continued


The servicing fees are paid monthly in arrears. Blue Owl Securities will reallow (pay) all or a portion of the ongoing servicing fees to participating broker-dealers and servicing broker-dealers for ongoing services performed by such broker-dealers, and will waive ongoing servicing fees to the extent a broker-dealer is not eligible to receive it for failure to provide such services. Because the ongoing servicing fees are calculated based on the Company’s net asset values for the Company’s Class S and Class D shares, they will reduce the net asset values or, alternatively, the distributions payable, with respect to the shares of each such class, including shares issued under it`s distribution reinvestment plan. The Company will cease paying ongoing servicing fees at the date at which total underwriting compensation from any source in connection with this offering equals 10% of the gross proceeds from it`s offering (excluding proceeds from issuances pursuant to it`s distribution reinvestment plan). This limitation is intended to ensure that the Company satisfies the requirements of FINRA Rule 2310, which provides that the maximum aggregate underwriting compensation from any source, including compensation paid from offering proceeds and in the form of “trail commissions,” payable to underwriters, broker-dealers, or affiliates thereof participating in an offering may not exceed 10% of gross offering proceeds, excluding proceeds received in connection with the issuance of shares through a distribution reinvestment plan.


Expense Support and Conditional Reimbursement Agreement


44

Owl Rock Core Income Corp.
Notes to Consolidated Financial Statements (Unaudited) - Continued
The Company has entered into the Expense Support and Conditional Reimbursement Agreement (the “Expense Support Agreement”) with the Adviser, the purpose of which is to ensure that no portion of the Company’s distributions to shareholders will represent a return of capital for U.S. federal income tax purposes. The Expense Support Agreement became effective as of the date that the Company met the minimum offering requirement.


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


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


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


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


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

28


Owl Rock Core Income Corp.

Notes to Consolidated Financial Statements (Unaudited) – Continued

Operating Expenses during the fiscal year in which such Expense Payment was made (provided, however, that this clause (ii) shall not apply to any Reimbursement Payment which relates to an Expense Payment made during the same fiscal year).


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


The specific amount of expenses reimbursed by the Adviser, if any, will be determined at the end of each quarter. The Company or the Adviser may terminate the Expense Support Agreement at any time, with or without notice. The Expense Support Agreement will automatically terminate in the event of (a) the termination of the Investment Advisory Agreement, or (b) a determination by the Company`s
45

Owl Rock Core Income Corp.
Notes to Consolidated Financial Statements (Unaudited) - Continued
Company’s Board to dissolve or liquidate the Company. Upon termination of the Expense Support Agreement, the Company will be required to fund any Expense Payments that have not been reimbursed by the Company to the Adviser.


As of June 30, 2022, the amount of Expense Support Payments provided by the Adviser since inception is $9.4 million. During the three and six months ended June 30, 2022, the Company did not repay expense support to the Adviser. The Company may or may not reimburse remaining expense support in the future. As of June 30, 2021, the amount of Expense Support Payments provided by the Adviser since inception is $2.6 million. During the three and six months ended June 30, 2021, the Company did not repay expense support to the Adviser. The Company may or may not reimburse remaining expense support in the future.


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

For the Quarter Ended

 

Amount of Expense Support

 

 

Recoupment of Expense Support

 

 

Unreimbursed Expense Support

 

 

Effective Rate of Distribution per Share(1)

 

 

Reimbursement Eligibility Expiration

 

Operating Expense Ratio(2)

 

($ in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31, 2021

 

$

822

 

 

$

 

 

$

822

 

 

6.7%

 

 

March 31, 2024

 

9.47%

 

June 30, 2021

 

 

1,756

 

 

 

-

 

 

 

1,756

 

 

6.6%

 

 

June 30, 2024

 

2.43%

 

Total

 

$

2,578

 

 

$

 

 

$

2,578

 

 

 

 

 

 

 

 

 

 

 


________________

For the Quarter Ended    Amount of Expense SupportRecoupment of Expense SupportUnreimbursed Expense SupportEffective Rate of Distribution per Share(1)Reimbursement Eligibility ExpirationOperating Expense Ratio(2)
($ in thousands)
March 31, 2021$822 $822 $— 6.7 %March 31, 20249.47 %
June 30, 20211,756 1,756 — 6.6 %June 30, 20242.43 %
March 31, 20224,062 — 4,062 7.2 %March 31,
2025
0.67 %
June 30, 20222,713 — 2,713 7.4 %June 30, 20250.67 %
Total$9,353 $2,578 $6,775 

(1)

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

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

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

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

License Agreement


On September 30, 2020, the Company 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.

29


Owl Rock Core Income Corp.

Notes to Consolidated Financial Statements (Unaudited) – Continued


Promissory Note

On October 15, 2020, the


The Company as borrower, entered into a Loan Agreement as amended and restated through the date herof (the "Original Loan"Loan Agreement") with Owl Rock Feeder FIC ORCIC Debt LLC ("Feeder FIC Debt"), an affiliate of the Adviser, as lender, to enter into revolving promissory notes (the "Promissory Notes") to borrow up to an aggregate of $50$250 million from Feeder FIC Debt. The Original Loan Agreement was amended and restated (as amended and restated, the “Loan Agreement”) on May 12, 2021. See Note 6 “Debt”.


On June 22, 2022, the Company and Feeder FIC Debt, entered into a Termination Agreement (the “Termination Agreement”) pursuant to which the Loan Agreement was terminated. Upon execution of the Termination Agreement there were no amounts outstanding pursuant to the Loan Agreement or the 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
46

Owl Rock Core Income Corp.
Notes to Consolidated Financial Statements (Unaudited) - Continued
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 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, 20212022 and December 31, 2020:

2021:

 

 

June 30, 2021

 

 

December 31, 2020

 

($ in thousands)

 

Amortized Cost

 

 

Fair Value

 

 

Amortized Cost

 

 

Fair Value

 

First-lien senior secured debt investments

 

$

299,521

 

 

$

299,908

 

 

$

9,404

 

 

$

9,404

 

Second-lien senior secured debt investments

 

 

104,818

 

 

 

105,203

 

 

 

4,233

 

 

 

4,232

 

Unsecured debt investments

 

 

2,080

 

 

 

2,112

 

 

 

22

 

 

 

22

 

Preferred equity investments(1)

 

 

11,059

 

 

 

11,049

 

 

 

296

 

 

 

295

 

Common equity investments(1)

 

 

2,398

 

 

 

2,461

 

 

 

423

 

 

 

423

 

Total Investments

 

$

419,876

 

 

$

420,733

 

 

$

14,378

 

 

$

14,376

 


________________

(1)

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

June 30, 2022December 31, 2021
($ in thousands)Amortized CostFair ValueAmortized Cost   Fair Value
First-lien senior secured debt investments$6,934,459 $6,809,423 $2,490,219 $2,491,334 
Second-lien senior secured debt investments946,684 900,730 496,559 498,247 
Unsecured debt investments214,522 201,174 2,164 2,116 
Preferred equity investments422,634 411,936 56,696 56,970 
Common equity investments128,574 127,965 71,259 71,705 
Total Investments$8,646,873 $8,451,228 $3,116,897 $3,120,372 

30


Owl Rock Core Income Corp.

Notes to Consolidated Financial Statements (Unaudited) – Continued


The industry composition of investments based on fair value as of June 30, 20212022 and December 31, 20202021 was as follows:

 

 

June 30, 2021

 

 

December 31, 2020

 

 

Aerospace and defense

 

 

2.4

 

%

 

-

 

%

Automotive

 

 

4.9

 

 

 

-

 

 

Buildings and real estate

 

 

4.7

 

 

 

-

 

 

Business services

 

 

1.2

 

 

 

6.0

 

 

Chemicals

 

 

2.9

 

 

 

6.8

 

 

Consumer products

 

 

8.1

 

 

 

6.8

 

 

Containers and packaging

 

 

1.9

 

 

 

-

 

 

Distribution

 

 

1.5

 

 

 

9.1

 

 

Education

 

 

2.9

 

 

 

-

 

 

Financial services

 

 

0.9

 

 

 

12.2

 

 

Food and beverage

 

 

15.2

 

 

 

-

 

 

Healthcare equipment and services

 

 

1.7

 

 

 

18.7

 

 

Healthcare providers and services

 

 

4.8

 

 

 

10.5

 

 

Healthcare technology

 

 

1.1

 

 

 

-

 

 

Household products

 

 

2.3

 

 

 

-

 

 

Infrastructure and environmental services

 

 

17.2

 

 

 

-

 

 

Insurance

 

 

3.0

 

 

 

-

 

 

Internet software and services

 

 

11.0

 

 

 

16.4

 

 

Manufacturing

 

 

6.2

 

 

 

6.8

 

 

Professional services

 

 

1.0

 

 

 

-

 

 

Specialty retail

 

 

4.9

 

 

 

-

 

 

Telecommunications

 

 

0.2

 

 

 

6.7

 

 

Total

 

 

100.0

 

%

 

100.0

 

%


June 30, 2022December 31, 2021
Advertising and media1.0 %2.8 %
Aerospace and defense0.4 0.5 
Automotive1.1 1.7 
Buildings and real estate5.2 4.0 
Business services7.5 7.7 
Chemicals1.8 3.4 
Consumer products3.4 3.6 
Containers and packaging4.5 4.8 
Distribution3.4 1.7 
Education2.0 0.2 
Energy equipment and services0.3 — 
Financial services4.3 4.3 
Food and beverage7.5 1.5 
Healthcare equipment and services5.4 4.1 
Healthcare providers and services11.2 8.6 
Healthcare technology6.5 7.0 
Household products2.8 0.3 
Human resource support services1.4 4.0 
Infrastructure and environmental services1.2 0.9 
Insurance7.1 12.4 
Internet software and services11.7 12.3 
Leisure and entertainment1.3 3.0 
Manufacturing2.3 2.4 
Professional services2.4 3.6 
Specialty retail3.7 4.8 
Telecommunications0.2 0.1 
Transportation0.4 0.3 
Total100.0 %100.0 %

The geographic composition of investments based on fair value as of June 30, 20212022 and December 31, 20202021 was as follows:

 

 

June 30, 2021

 

 

December 31, 2020

 

 

United States:

 

 

 

 

 

 

 

 

 

Midwest

 

 

41.7

 

%

 

19.7

 

%

Northeast

 

 

22.2

 

 

 

37.7

 

 

South

 

 

17.7

 

 

 

26.7

 

 

West

 

 

15.9

 

 

 

15.9

 

 

International

 

 

2.5

 

 

 

-

 

 

Total

 

 

100.0

 

%

 

100.0

 

%

47

31


Owl Rock Core Income Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued


June 30, 2022December 31, 2021
United States:
Midwest22.9 %22.8 %
Northeast17.5 17.1 
South33.3 28.0 
West19.4 26.8 
International6.9 5.3 
Total100.0 %100.0 %

Note 5. Fair Value of Investments


Investments


The following tables present the fair value hierarchy of investments as of June 30, 20212022 and December 31, 2020:

2021:

 

 

Fair Value Hierarchy as of June 30, 2021

 

($ in thousands)

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

First-lien senior secured debt investments

 

$

 

 

$

74,131

 

 

$

225,777

 

 

$

299,908

 

Second-lien senior secured debt investments

 

 

-

 

 

 

-

 

 

 

105,203

 

 

 

105,203

 

Unsecured debt investments

 

 

-

 

 

 

-

 

 

 

2,112

 

 

 

2,112

 

Preferred equity investments

 

 

-

 

 

 

-

 

 

 

11,049

 

 

 

11,049

 

Common equity investments

 

 

-

 

 

 

-

 

 

 

2,461

 

 

 

2,461

 

Total Investments

 

$

 

 

$

74,131

 

 

$

346,602

 

 

$

420,733

 


 

Fair Value Hierarchy as of December 31, 2020

 

June 30, 2022

($ in thousands)

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

($ in thousands)Level 1Level 2Level 3Total

First-lien senior secured debt investments

 

$

 

 

$

 

 

$

9,404

 

 

$

9,404

 

First-lien senior secured debt investments$— $963,781 $5,845,642 $6,809,423 

Second-lien senior secured debt investments

 

 

-

 

 

 

-

 

 

 

4,232

 

 

 

4,232

 

Second-lien senior secured debt investments— 141,809 758,921 900,730 

Unsecured debt investments

 

 

-

 

 

 

-

 

 

 

22

 

 

 

22

 

Unsecured debt investments— 48,476 152,698 201,174 

Preferred equity investments(1)

 

 

-

 

 

 

-

 

 

 

295

 

 

 

295

 

Common equity investments(1)

 

 

-

 

 

 

-

 

 

 

423

 

 

 

423

 

Preferred equity investmentsPreferred equity investments— — 411,936 411,936 
Common equity investmentsCommon equity investments— — 127,965 127,965 

Total Investments

 

$

 

 

$

 

 

$

14,376

 

 

$

14,376

 

Total Investments$— $1,154,066 $7,297,162 $8,451,228 

________________

(1)

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

32

December 31, 2021
($ in thousands)Level 1Level 2Level 3Total
First-lien senior secured debt investments$— $162,988 $2,328,346 $2,491,334 
Second-lien senior secured debt investments— 47,770 450,477 498,247 
Unsecured debt investments— — 2,116 2,116 
Preferred equity investments— — 56,970 56,970 
Common equity investments— — 71,705 71,705 
Total Investments$— $210,758 $2,909,614 $3,120,372 
48

Owl Rock Core Income Corp.

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:

 

 

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

 

$

46,724

 

 

$

4,254

 

 

$

2,068

 

 

$

307

 

 

$

471

 

 

$

53,824

 

Purchases of investments, net(2)

 

 

191,087

 

 

 

100,571

 

 

 

 

 

 

10,747

 

 

 

1,929

 

 

 

304,334

 

Proceeds from investments, net

 

 

(235

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(235

)

Net change in unrealized gain (loss)

 

 

60

 

 

 

366

 

 

 

43

 

 

 

(5

)

 

 

61

 

 

 

525

 

Net realized gains (losses)

 

 

2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2

 

Net amortization of discount on investments

 

 

78

 

 

 

12

 

 

 

1

 

 

 

 

 

 

 

 

 

91

 

Transfers into (out of) Level 3(1)

 

 

(11,939

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(11,939

)

Fair value, end of period

 

$

225,777

 

 

$

105,203

 

 

$

2,112

 

 

$

11,049

 

 

$

2,461

 

 

$

346,602

 

________________

(1)2022 and 2021:

Transfers between levels, if any, are recognized at the beginning of the quarter in which the transfers occur. For the three months ended June 30, 2021, transfers into Level 2 from Level 3 were as a result of changes in the observability of significant inputs for certain portfolio companies.

(2)

Purchases may include payment-in-kind (“PIK”).

 

 

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

 

$

9,404

 

 

$

4,232

 

 

$

22

 

 

$

295

 

 

$

423

 

 

$

14,376

 

Purchases of investments, net(2)

 

 

234,107

 

 

 

100,571

 

 

 

2,056

 

 

 

10,761

 

 

 

1,973

 

 

 

349,468

 

Proceeds from investments, net

 

 

(6,024

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(6,024

)

Net change in unrealized gain (loss) on investments

 

 

133

 

 

 

386

 

 

 

33

 

 

 

(7

)

 

 

65

 

 

 

610

 

Net realized gain (loss) on investments

 

 

10

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

10

 

Net amortization of discount on investments

 

 

86

 

 

 

14

 

 

 

1

 

 

 

-

 

 

 

-

 

 

 

101

 

Transfers into (out of) Level 3(1)

 

 

(11,939

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(11,939

)

Fair value, end of period

 

$

225,777

 

 

$

105,203

 

 

$

2,112

 

 

$

11,049

 

 

$

2,461

 

 

$

346,602

 

________________

(1)

Transfers between levels, if any, are recognized at the beginning of the quarter in which the transfers occur. For the six months ended June 30, 2021, transfers into Level 2 from Level 3 were as a result of changes in the observability of significant inputs for certain portfolio companies.

As of and for the Three Months Ended June 30, 2022
($ in thousands)First-lien senior secured debt investmentsSecond-lien senior secured debt investmentsUnsecured debt investmentsPreferred equity investmentsCommon equity investmentsTotal
Fair value, beginning of period$3,735,077 $602,817 $123,608 $156,555 $101,090 $4,719,147 
Purchases of investments, net2,292,454 215,592 34,078 261,348 31,046 2,834,518 
Payment-in-kind7,701 1,475 2,532 3,915 14 15,637 
Proceeds from investments, net(152,174)(39,832)— — — (192,006)
Net change in unrealized gain (loss)(45,346)(23,870)(7,565)(9,976)(4,183)(90,940)
Net realized gains (losses)108 — — — — 108 
Net amortization/accretion of premium/discount on investments2,887 236 45 94 (2)3,260 
Transfers into (out of) Level 3(1)4,935 2,503 — — — 7,438 
Fair value, end of period$5,845,642 $758,921 $152,698 $411,936 $127,965 $7,297,162 

(2)

Purchases may include payment-in-kind (“PIK”).

_______________

33

(1)Transfers between levels, if any, are recognized at the beginning of the period in which the transfers occur. For the three months ended June 30, 2022, transfers out of Level 2 into Level 3 were as a result of changes in the observability of significant inputs for certain portfolio companies.


As of and for the Six Months Ended June 30, 2022
($ in thousands)First-lien senior secured debt investmentsSecond-lien senior secured debt investmentsUnsecured debt investmentsPreferred equity investmentsCommon equity investmentsTotal
Fair value, beginning of period$2,328,346 $450,477 $2,116 $56,970 $71,705 $2,909,614 
Purchases of investments, net3,731,936 384,585 154,853 359,358 57,151 4,687,883 
Payment-in-kind11,360 2,561 2,614 6,938 40 23,513 
Proceeds from investments, net(196,052)(39,832)— (642)— (236,526)
Net change in unrealized gain (loss)(59,849)(26,799)(6,940)(10,958)(1,054)(105,600)
Net realized gains (losses)156 — — 202 — 358 
Net amortization/accretion of premium/discount on investments4,855 367 55 191 — 5,468 
Transfers between investment types— — — (123)123 — 
Transfers into (out of) Level 3(1)24,890 (12,438)— — — 12,452 
Fair value, end of period$5,845,642 $758,921 $152,698 $411,936 $127,965 $7,297,162 
_______________
(1)Transfers between levels, if any, are recognized at the beginning of the period in which the transfers occur. For the six months ended June 30, 2022, transfers out of Level 2 into Level 3 and transfers into Level 2 from Level 3 were as a result of changes in the observability of significant inputs for certain portfolio companies.


49

Owl Rock Core Income Corp.

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 investmentsSecond-lien senior secured debt investmentsUnsecured debt investmentsPreferred equity investmentsCommon equity investmentsTotal
Fair value, beginning of period$46,724 $4,254 $2,068 $307 $471 $53,824 
Purchases of investments, net(1)
191,087 100,571 — 10,747 1,929 304,334 
Proceeds from investments, net(235)— — — — (235)
Net change in unrealized gain (loss) on investments60 366 43 (5)61 525 
Net realized gain (loss) on investments— — — — 
Net amortization/accretion of premium/discount on investments78 12 — — 91 
Transfers into (out of) Level 3(2)
(11,939)— — — — (11,939)
Fair value, end of period$225,777 $105,203 $2,112 $11,049 $2,461 $346,602 


(1)Purchases may include payment-in-kind (“PIK”).
(2)Transfers between levels, if any, are recognized at the beginning of the period in which the transfers occur. For the three months ended June 30, 2021, transfers into Level 2 from Level 3 were as a result of changes in the observability of significant inputs for certain portfolio companies.


As of and for the Six Months Ended June 30, 2021
($ in thousands)First-lien senior secured debt investmentsSecond-lien senior secured debt investmentsUnsecured debt investmentsPreferred equity investmentsCommon equity investmentsTotal
Fair value, beginning of period$9,404 $4,232 $22 $295 $423 $14,376 
Purchases of investments, net (1)
234,107 100,571 2,056 10,761 1,973 349,468 
Proceeds from investments, net(6,024)— — — — (6,024)
Net change in unrealized gain (loss) on investments133 386 33 (7)65 610 
Net realized gain (loss) on investments10 — — — — 10 
Net amortization/accretion of premium/discount on investments86 14 — — 101 
Transfers into (out of) Level 3(2)
(11,939)— — — — (11,939)
Fair value, end of period$225,777 $105,203 $2,112 $11,049 $2,461 $346,602 
(1)Purchases may include payment-in-kind (“PIK”).
(2)Transfers between levels, if any, are recognized at the beginning of the period in which the transfers occur. For the six months ended June 30, 2021, transfers into Level 2 from Level 3 were as a result of changes in the observability of significant inputs for certain portfolio companies.


50

Owl Rock Core Income Corp.
Notes to Consolidated Financial Statements (Unaudited) - Continued
The following tables present information with respect to the net change in unrealized gains (losses) on investments for which Level 3 inputs were used in determining the fair value that are still held by the Company for the three and six months ended June 30, 2022 and 2021:

($ in thousands)

 

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

 

($ in thousands)Net change in unrealized gain (loss) for the Three Months Ended June 30, 2022 on Investments Held at June 30, 2022Net 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

 

$

60

 

First-lien senior secured debt investments$(45,471)$60 

Second-lien senior secured debt investments

 

 

366

 

Second-lien senior secured debt investments(23,860)366 

Unsecured debt investments

 

 

43

 

Unsecured debt investments(7,565)43 

Preferred equity investments

 

 

(5

)

Preferred equity investments(9,991)(5)

Common equity investments

 

 

61

 

Common equity investments(4,182)61 

Total Investments

 

$

525

 

Total Investments$(91,069)$525 

($ in thousands)

 

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

 

($ 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

 

$

133

 

First-lien senior secured debt investments$(59,851)$133 

Second-lien senior secured debt investments

 

 

386

 

Second-lien senior secured debt investments(26,165)386 

Unsecured debt investments

 

 

33

 

Unsecured debt investments(6,940)33 

Preferred equity investments

 

 

(5

)

Preferred equity investments(10,958)(5)

Common equity investments

 

 

63

 

Common equity investments(740)63 

Total Investments

 

$

610

 

Total Investments$(104,654)$610 

34


Owl Rock Core Income Corp.

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, 20212022 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

 

$

199,723

 

 

Recent Transaction

 

Transaction Price

 

97.0% - 100.0% (98.9%)

 

 

Increase

 

 

 

26,054

 

 

Yield Analysis

 

Market Yield

 

4.3%-8.9% (7.6%)

 

 

Decrease

Second-lien senior secured debt investments(1)

 

$

78,359

 

 

Recent Transaction

 

Transaction Price

 

98.5% - 100.0% (99.2%)

 

 

Increase

 

 

 

4,270

 

 

Yield Analysis

 

Market Yield

 

9.3%-10.5% (10.0%)

 

 

Decrease

Unsecured debt investments

 

$

24

 

 

Market Approach

 

EBITDA Multiple

 

14.5x

 

 

Increase

 

 

 

2,088

 

 

Yield Analysis

 

Market Yield

 

8.8%

 

 

Decrease

Preferred equity investments

 

$

10,730

 

 

Recent Transaction

 

Transaction Price

 

96.6% - 100.0% (96.6%)

 

 

Increase

 

 

 

319

 

 

Yield Analysis

 

Market Yield

 

14.5%

 

 

Decrease

Common equity investments

 

$

1,928

 

 

Recent Transaction

 

Transaction Price

 

100.0%

 

 

Increase

 

 

 

533

 

 

Market Approach

 

EBITDA Multiple

 

12.0x-17.0x (15.7x)

 

 

Increase


________________

(1)

Excludes Level 3 investment with a fair value of $22,574 which the Company valued using indicative bid prices obtained from brokers.

35

51

Owl Rock Core Income Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued

 

As of December 31, 2020

As of June 30, 2022

($ in thousands)

 

Fair Value

 

 

Valuation Technique

 

Unobservable Input

 

Range (Weighted Average)

 

 

Impact to Valuation from an Increase in Input

($ in thousands)Fair ValueValuation TechniqueUnobservable InputRange (Weighted Average)Impact to Valuation from an Increase in Input

First-lien senior secured debt investments

 

$

9,404

 

 

Recent Transaction

 

Transaction Price

 

96.0% - 99.0% (98.3%)

 

 

Increase

First-lien senior secured debt investments$3,877,574 Yield AnalysisMarket Yield7.0% - 21.6% (10.9%)Decrease
1,968,068 Recent TransactionTransaction Price94.0% - 99.6% (98.4%)Increase

Second-lien senior secured debt investments

 

$

4,232

 

 

Recent Transaction

 

Transaction Price

 

97.5%-98.5% (98.0%)

 

 

Increase

Second-lien senior secured debt investments$709,130 Yield AnalysisMarket Yield10.8% - 17.8% (13.9%)Decrease
49,791 Recent TransactionTransaction Price99.0%Increase

Unsecured debt investments

 

$

22

 

 

Recent Transaction

 

Transaction Price

 

100.0%

 

 

Increase

Unsecured debt investments$1,936 Yield AnalysisMarket Yield11.6%Decrease

Preferred equity investments(1)

 

$

295

 

 

Recent Transaction

 

Transaction Price

 

97.0%

 

 

Increase

Common equity investments(1)

 

$

423

 

 

Recent Transaction

 

Transaction Price

 

100.0%

 

 

Increase

150,738 Recent TransactionTransaction Price97.0% - 99.3% (98.7%)Increase
24 Market ApproachEBITDA Multiple14.8xIncrease
Preferred equity investmentsPreferred equity investments$150,585 Yield AnalysisMarket Yield14.1% - 16.1% (14.8%)Decrease
261,348 Recent TransactionTransaction Price97.3% - 97.5% (97.3%)Increase
Market ApproachEBITDA Multiple11.5xIncrease
Common equity investmentsCommon equity investments$38,183 Recent TransactionTransaction Price100.0% - 123.5% (104.4%)Increase
82,814 Market ApproachEBITDA Multiple9.8x - 23.3x (15.8x)Increase
6,951 Market ApproachRevenue Multiple1.8x - 11.0x (6.7x)Increase
17 Market ApproachGross Profit Multiple16.5xIncrease

________________

(1)

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


As of December 31, 2021
($ in thousands)Fair ValueValuation TechniqueUnobservable InputRange (Weighted Average)Impact to Valuation from an Increase in Input
First-lien senior secured debt investments$1,401,867 Yield AnalysisMarket Yield5.1% - 12.4% (8.2%)Decrease
921,476 Recent TransactionTransaction Price90.5% - 100.0% (98.1%)Increase
5,003 Indicative BidBroker QuotesN/AIncrease
Second-lien senior secured debt investments$164,066 Yield AnalysisMarket Yield6.1% - 10.7% (8.7%)Decrease
261,240 Recent TransactionTransaction Price98.0% - 99.5% (98.8%)Increase
25,171 Indicative BidBroker QuotesN/AIncrease
Unsecured debt investments$2,092 Yield AnalysisMarket Yield9.4%Decrease
24 Market ApproachEBITDA Multiple14.8xIncrease
Preferred equity investments$11,555 Yield AnalysisMarket Yield11.4% - 14.6% (11.5%)Decrease
238 Market ApproachEBITDA Multiple9.3xIncrease
45,177 Recent TransactionTransaction Price97.3% - 97.5% (97.3%)Increase
Common equity investments$56,186 Recent TransactionTransaction Price100.0%Increase
15,470 Market ApproachEBITDA Multiple7.6x - 24.0x (16.9x)Increase
49 Market ApproachGross Profit Multiple27.0xIncrease

52

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


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


Debt Not Carried at Fair Value


Fair value is estimated by discounting remaining payments using applicable current market rates, which take into account changes in the Company’s marketplace credit ratings, or market quotes, if available. The following table presentstables present the carrying and fair values of the Company’s debt obligations as of June 30, 20212022 and December 31, 2020.

2021.

 

 

June 30, 2021

 

 

December 31, 2020

 

($ in thousands)

 

Net Carrying Value(1)

 

 

Fair Value

 

 

Net Carrying Value

 

 

Fair Value

 

Promissory Note

 

$

20,000

 

 

$

20,000

 

 

$

10,000

 

 

$

10,000

 

Revolving Credit Facility

 

 

141,784

 

 

 

141,784

 

 

 

-

 

 

 

-

 

Total Debt

 

$

161,784

 

 

$

161,784

 

 

$

10,000

 

 

$

10,000

 


________________

June 30, 2022December 31, 2021
($ in thousands)
Net Carrying Value(1)
Fair Value
Net Carrying Value(2)
Fair Value
Revolving Credit Facility(3)
$928,140$928,140$445,188$445,188
SPV Asset Facility I546,496546,496298,015298,015
SPV Asset Facility II1,187,6911,187,691438,637438,637
SPV Asset Facility III199,286199,286
SPV Asset Facility IV460,701460,701
March 2025 Notes494,310480,000
September 2026 Notes344,087301,875343,971337,750
February 2027 Notes493,033457,500
Total Debt$4,653,744$4,561,689$$1,525,811$$1,519,590

(1)

The carrying value of the Company’s Revolving Credit Facility is presented net of unamortized debt issuance costs of $6.0 million.

(1)The carrying values of the Company's Revolving Credit Facility, SPV Asset Facility I, SPV Asset Facility II, SPV Asset Facility III, SPV Asset Facility IV, March 2025 Notes, September 2026 Notes and February 2027 Notes are presented net of unamortized debt issuance costs of $7.3 million, $3.3 million, $10.3 million, $5.7 million, $4.3 million, $5.7 million, $5.9 million and $7.0 million, respectively.
(2)The carrying values of the Company’s Revolving Credit Facility, SPV Asset Facility I, SPV Asset Facility II, and September 2026 Notes are presented net of unamortized debt issuance costs of $6.0 million, $3.3 million, $7.4 million, and $6.0 million, respectively.
(3)Includes unrealized gain (loss) on translation of borrowings denominated in foreign currencies.

The following table presents fair value measurements of the Company’s debt obligations as of June 30, 20212022 and December 31, 2020:

36


Owl Rock Core Income Corp.

Notes to Consolidated Financial Statements (Unaudited) – Continued

2021:

($ in thousands)

 

June 30, 2021

 

 

December 31, 2020

 

Level 1

 

$

 

 

 

 

Level 2

 

 

 

 

 

 

Level 3

 

 

161,784

 

 

 

10,000

 

Total Debt

 

$

161,784

 

 

$

10,000

 


($ in thousands)June 30, 2022December 31, 2021
Level 1$$
Level 21,239,375337,750
Level 33,322,3141,181,840
Total Debt$4,561,689$1,519,590

Financial Instruments Not Carried at Fair Value

The fair value of the Company’s credit facilities, which are categorized as Level 3 within the fair value hierarchy as

53

Owl Rock Core Income Corp.
Notes to Consolidated Financial Statements (Unaudited) - Continued

As of June 30, 20212022 and December 31, 2020, approximates their2021, the carrying value. The carrying amountamounts 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. The Company’s asset coverage was 190%180% and 223%200% as of June 30, 2021 2022 and December 31, 20202021, respectively.

, respectively.

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

 

June 30, 2021

 

June 30, 2022

($ in thousands)

 

Aggregate Principal Committed

 

 

Outstanding Principal

 

 

Amount Available(1)

 

 

Net Carrying Value(2)

 

($ in thousands)Aggregate Principal
Committed
Outstanding
Principal
Amount
Available(1)
Net Carrying
Value(2)

Promissory Note

 

$

75,000

 

 

$

20,000

 

 

$

55,000

 

 

$

20,000

 

Revolving Credit Facility

 

 

600,000

 

 

 

147,782

 

 

 

152,559

 

 

 

141,784

 

Revolving Credit Facility(3)
Revolving Credit Facility(3)
$1,175,000 $935,398 $239,602 $928,140 
SPV Asset Facility ISPV Asset Facility I550,000 549,782 218 546,496 
SPV Asset Facility IISPV Asset Facility II1,650,000 1,198,000 119,352 1,187,691 
SPV Asset Facility IIISPV Asset Facility III750,000 205,000 43,351 199,286 
SPV Asset Facility IVSPV Asset Facility IV500,000 465,000 14,595 460,701 
March 2025 NotesMarch 2025 Notes500,000 500,000 — 494,310 
September 2026 NotesSeptember 2026 Notes350,000 350,000 — 344,087 
February 2027 NotesFebruary 2027 Notes500,000 500,000 — 493,033 

Total Debt

 

$

675,000

 

 

$

167,782

 

 

$

207,559

 

 

$

161,784

 

Total Debt$5,975,000 $4,703,180 $417,118 $4,653,744 

________________


(1)

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

(1)The amount available reflects any limitations related to each credit facility’s borrowing base.
(2)The carrying values of the Company's Revolving Credit Facility, SPV Asset Facility I, SPV Asset Facility II, SPV Asset Facility III, SPV Asset Facility IV, March 2025 Notes, September 2026 Notes and February 2027 Notes are presented net of unamortized debt issuance costs of $7.3 million, $3.3 million, $10.3 million, $5.7 million, $4.3 million, $5.7 million, $5.9 million and $7.0 million, respectively.
(3)Includes unrealized gain (loss) on translation of borrowings denominated in foreign currencies.

December 31, 2021
($ in thousands)Aggregate Principal
Committed
Outstanding
Principal
Amount
Available(1)
Net Carrying
Value(2)
Promissory Note$250,000 $— $250,000 $— 
Revolving Credit Facility750,000 451,170 298,830 445,188 
SPV Asset Facility I550,000 301,282 33,740 298,015 
SPV Asset Facility II1,000,000 446,000 83,678 438,637 
September 2026 Notes350,000 350,000 — 343,971 
Total Debt$2,900,000 $1,548,452 $666,248 $1,525,811 

(2)

The carrying value of the Company’s Revolving Credit Facility is presented net of unamortized debt issuance costs of $6.0 million.

 

 

December 31, 2020

 

($ in thousands)

 

Aggregate Principal Committed

 

 

Outstanding Principal

 

 

Amount Available

 

 

Net Carrying Value

 

Promissory Note

 

$

50,000

 

 

$

10,000

 

 

$

40,000

 

 

$

10,000

 

Total Debt

 

$

50,000

 

 

$

10,000

 

 

$

40,000

 

 

$

10,000

 

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

(2)The carrying values of the Company’s Revolving Credit Facility, SPV Asset Facility I, SPV Asset Facility II, and September 2026 Notes are presented net of unamortized debt issuance costs of $6.0 million, $3.3 million, $7.4 million, and $6.0 million, respectively.

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

($ in thousands)

 

For the Three Months Ended June 30, 2021

 

 

For the Six Months Ended June 30, 2021

 

 

Interest expense

 

$

1,165

 

 

$

1,236

 

 

Amortization of debt issuance costs

 

 

267

 

 

 

267

 

 

Total Interest Expense

 

$

1,432

 

 

$

1,503

 

 

Average interest rate

 

 

4.0

 

%

 

4.0

 

%

Average daily borrowings

 

$

115,223

 

 

$

61,267

 

 


37

54

Owl Rock Core Income Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued

For the Three Months Ended
June 30,
For the Six Months Ended
June 30,
($ in thousands)2022202120222021
Interest expense$32,308 $1,165 $47,412 $1,236 
Amortization of debt issuance costs3,802 267 4,069 267 
Total Interest Expense$36,110 $1,432 $51,481 $1,503 
Average interest rate3.9 %4.0 %3.6 %4.0 %
Average daily borrowings$3,310,387 $115,223 $2,598,780 $61,267 


Promissory Note


On October 15, 2020, the Company as borrower, entered into a Loan Agreement (the "Original Loan"Loan Agreement") with Owl Rock Feeder FIC ORCIC Debt LLC ("Feeder FIC Debt"), an affiliate of the Adviser, as lender, to enter into revolving promissory notes (the "Promissory Notes") to borrow up to an aggregate of $50 million from Feeder FIC Debt.

On The Loan Agreement was subsequently amended on March 31, 2021, the Company entered into an amendmentAugust 26, 2021, September 13, 2021, and March 8, 2022, and amended and restated on May 12, 2021. Prior to the Original Loan Agreement to increaseJune 22, 2022, the aggregate amount that could be borrowed under the Loan Agreement was $250 million and the stated maturity date was February 28, 2023.



The interest rate on amounts borrowed pursuant to the Promissory NoteNotes after March 8, 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 $50 milliontime to $75 million. The Original Loan Agreement was amendedtime, by and restated (as amendedamong Blue Owl Finance LLC, as Borrower, Blue Owl Capital Holdings LP and restated,Blue Owl Capital Carry LP as Parent Guarantors, the "Loan Agreement") on May 12, 2021. The Company may re-borrow any amount repaid; however there is no funding commitment between Feeder FIC DebtSubsidiary Guarantors party thereto, Bank of America, N.A., as Syndication Agent, JPMorgan Chase Bank, N.A., Wells Fargo Bank, National Association and the Company.

Sumitomo Mitsui Banking Corporation, as Co-Documentation Agents and MUFG Bank, Ltd., as Administrative Agent.


The interest rate on amounts borrowed pursuant to the Promissory Notes between March 8, 2022 and May 12, 2021 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 Promissory Notes, prior to May 12, 2021, may bewas based on either the rate of interest for a LIBOR-Based Advance or the rate of interest for a Prime-Based Advance as defined in the Loan and Security Agreement, dated as of February 20, 2020, as amended from time to time, by and among the Owl Rock Capital Advisors LLC, as borrower, East West Bank, as Administrative Agent, Issuing Lender, Swingline Lender and a Lender and Investec Bank PLC as a Lender.

The interest rate on amounts borrowed pursuant to the Promissory Notes after May 12, 2021 may be 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 unpaid principal balance of the Revolving Promissory Note and accrued interest thereon iswas payable by the Company from time to time at the discretion of the Company but immediately due and payable upon 120 days written notice by Owl Rock Feeder FIC ORCIC Debt LLC, and in any event due and payable in full no later than February 28, 2022. The2023.

On June 22, 2022, the Company intendsand Feeder FIC Debt entered into a Termination Agreement (the “Termination Agreement”) pursuant to usewhich the borrowed fundsLoan Agreement was terminated. At the time the Termination Agreement was executed, there were no amounts outstanding pursuant to among other things, make investments in portfolio companies consistent with its investment strategies.the Loan Agreement or the Promissory Notes.



Revolving Credit Facility


On April 14, 2021, the Company entered into a Senior Secured Revolving Credit Agreement (the(as amended through the date hereof, the “Revolver”). The parties to the 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 party thereto (each an "Issuing Bank" and collectively, the "Issuing Banks"), Sumitomo Mitsui Banking Corporation as Administrative Agent, Sumitomo Mitsui Banking Corporation and MUFG Union Bank, N.A. as Joint Lead Arrangers, Joint Book Runners and Syndication Agents, and JPMorgan Chase Bank, N.A. and Bank of America, N.A., as Documentation Agents.

55

Owl Rock Core Income Corp.
Notes to Consolidated Financial Statements (Unaudited) - Continued

On September 29, 2021, the Company entered into an amendment to the Revolver to among other things, (i) change the rate under the Revolver for borrowings denominated in Sterling from a LIBOR-based rate to daily simple SONIA (Sterling Overnight Index Average) subject to certain adjustments specified in the Revolver and (ii) change the rate under the Revolver for borrowings denominated in Swiss Francs from a LIBOR-based rate to SARON (Swiss Average Rate Overnight) subject to certain adjustments specified in the Revolver. The other material terms of the Revolver were unchanged.

On February 28, 2022, the Company entered into a second amendment to the Revolver to, among other things, (i) increase the aggregate commitments under the Revolver to $1.175 billion, (ii) increase the accordion feature, which allows the Company, under certain circumstances, to increase the size of the Revolver, to a maximum of $1.3 billion, (iii) change the rate under the Revovler for borrowings denominated in U.S. Dollar from a LIBOR-based rate to SOFR (Secured Overnight Financing Rate) subject to certain adjustments specified in the Revolver. The other material terms of the Revolver were unchanged.

The Revolver is guaranteed by OR Lending IC 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 Revolver may be used for general corporate purposes, including the funding of portfolio investments.


The maximum principal amount of the Revolver is $600,000,000,$1.175 billion, subject to availability under the borrowing base, which is based on the Company’s portfolio investments and other outstanding indebtedness. Maximum capacity under the Revolver may be increased to $1,100,000,000$1.3 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 Revolver 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 $50,000,000 limit for swingline loans.


The availability period under the Revolver will terminate on April 14, 2025 (“Commitment Termination Date”) and the Revolver will mature on April 14, 2026 (“Maturity Date”). During the period from the Commitment Termination Date to the Maturity Date, the Company will be obligated to make mandatory prepayments under the Revolver 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 Revolver, will bear interest at either LIBORSOFR plus a margin of 2.00%, or the prime rate plus a margin of 1.00%. The Company may elect either the LIBORSOFR 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 Revolver builds in a hardwired approach for the replacement of LIBORSOFR loans in U.S. dollars. For LIBORSOFR loans in other permitted currencies, the Revolver includes customary fallback mechanics for the Company and the

38


Owl Rock Core Income Corp.

Notes to Consolidated Financial Statements (Unaudited) – Continued

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 Revolver.


The Revolver 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.


SPV Asset Facility I

On September 16, 2021 (the “SPV Asset I Facility Closing Date”), Core Income Funding I LLC ("Core Income Funding I”), a Delaware limited liability company and newly formed wholly-owned subsidiary of the Company entered into a Credit Agreement ( as amended through the date hereof, “the SPV Asset Facility I”), with Core Income Funding I, as borrower, the lenders from time to time parties thereto (the “Lenders”), Natixis, New York Branch, as Administrative Agent, State Street Bank and Trust Company as Collateral Agent and Alter Domus (US) LLC as Document Custodian.

On December 27, 2021, the parties to the SPV Asset Facility I amended certain terms of the facility, including increasing the total revolving commitment under the SPV Asset Facility I from $300 million to $350 million and the total term commitment under the SPV Asset Facility I from $0 to $200 million and adding additional parties as lenders. The following describes the terms of SPV Asset Facility I as amended through December 27, 2021.

From time to time, the Company expects to sell and contribute certain investments to Core Income Funding I pursuant to a Sale and Contribution Agreement by and between the Company and Core Income Funding I. No gain or loss will be recognized as a result
56

Owl Rock Core Income Corp.
Notes to Consolidated Financial Statements (Unaudited) - Continued
of the contribution. Proceeds from the SPV Asset Facility I will be used to finance the origination and acquisition of eligible assets by Core Income Funding I, including the purchase of such assets from the Company. The Company retains a residual interest in assets contributed to or acquired by Core Income Funding I through its ownership of Core Income Funding I. The maximum principal amount of the Credit Facility is $550 million; the availability of this amount is subject to an overcollateralization ratio test, which is based on the value of Core Income Funding I’s assets from time to time, and satisfaction of certain conditions, including an interest coverage ratio test, certain concentration limits and collateral quality tests.

The SPV Asset Facility I provides for the ability to (1) draw term loans and (2) draw and redraw revolving loans under the SPV Asset Facility I for a period of up to two years after the Closing Date unless the revolving commitments are terminated or converted to term loans sooner as provided in the SPV Asset Facility I (the “Commitment Termination Date”). Unless otherwise terminated, the SPV Asset Facility I will mature on September 16, 2031 (the “Stated Maturity”). Prior to the Stated Maturity, proceeds received by Core Income Funding I from principal and interest, dividends, or fees on assets must be used to pay fees, expenses and interest on outstanding borrowings, and the excess may be returned to the Company, subject to certain conditions. On the Stated Maturity, Core Income Funding I must pay in full all outstanding fees and expenses and all principal and interest on outstanding borrowings, and the excess may be returned to the Company.

Amounts drawn bear interest at LIBOR (or, in the case of certain lenders that are commercial paper conduits, the lower of their cost of funds and LIBOR plus 0.25%) plus an applicable margin that ranges from 1.55% to 2.15% depending on a ratio of broadly syndicated loans to middle market loans in the collateral. From the Closing Date to the Commitment Termination Date, there is a commitment fee that steps up during the year after the Closing Date from 0.00% to 0.625% per annum on the undrawn amount, if any, of the revolving commitments in the SPV Asset Facility I. The SPV Asset Facility I contains customary covenants, including certain financial maintenance covenants, limitations on the activities of Core Income Funding I, 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 Core Income Funding I and on any payments received by Core Income Funding I in respect of those assets. Assets pledged to the Lenders will not be available to pay the debts of the Company.

Borrowings of Core Income Funding I are considered our borrowings for purposes of complying with the asset coverage requirements under the Investment Company Act of 1940, as amended.

SPV Asset Facility II

On October 5, 2021, Core Income Funding II LLC (“Core Income Funding II”), a Delaware limited liability company and our newly formed subsidiary entered into a loan and financing and servicing agreement (as amended through the date hereof, the “SPV Asset Facility II”), with Core Income Funding II, as borrower, us, as equityholder and service provider, the lenders from time to time parties thereto, Deutsche Bank AG, New York Branch, as Facility Agent, State Street Bank and Trust Company, as collateral agent, and Alter Domus (US) LLC as collateral custodian.

On October 27, 2021, the parties to the SPV Asset Facility II amended certain terms of the facility, including increasing the aggregate commitment of the Lenders under the Facility from $500 million to $1 billion.

On December 20, 2021, the parties to the SPV Asset Facility II amended certain terms of the facility, including changes related to the elevation of Assigned Participation Interests.

On February 18, 2022, the parties to the SPV Asset Facility II amended certain terms of the facility including, among other changes, reallocating commitments of the lenders under SPV Asset Facility II and converting the benchmark rate of the facility from LIBOR to term SOFR.

On April 11, 2022, the parties to the SPV Asset Facility II amended certain terms of the facility including, among other changes, increasing the Facility Amount from $1 billion to $1.275 billion, extending the Ramp-up Period through December 31, 2022 and adding two additional lenders.

On May 3, 2022, the parties to the SPV Asset Facility II amended certain terms of the facility including, among other changes, increasing the Facility Amount from $1.275 billion to $1.650 billion and adding two additional lenders.

From time to time, we expect to sell and contribute certain loan assets to Core Income Funding II pursuant to a Sale and Contribution Agreement by and between us and Core Income Funding 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 Core Income Funding II, including the purchase of such assets from us. We retain a residual interest in assets contributed to or acquired by Core Income Funding II through our ownership of Core Income Funding II. The maximum principal amount of the SPV Asset Facility
57

Owl Rock Core Income Corp.
Notes to Consolidated Financial Statements (Unaudited) - Continued
II is $1.65 billion; the availability of this amount is subject to the borrowing base, which is determined on the basis of the value and types of Core Income Funding 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 Closing Date unless such period is extended or accelerated under the terms of the SPV Asset Facility II (the “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 Revolving Period (the “Facility Termination Date”). Prior to the Facility Termination Date, proceeds received by Core Income Funding 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 Facility Termination Date, Core Income Funding 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 under the SPV Asset Facility II bear interest at Term SOFR (or, in the case of certain Lenders that are commercial paper conduits, the lower of (a) their cost of funds and (b) Term SOFR, such Term SOFR not to be lower than zero) plus a spread equal to 2.00% per annum, which spread will increase (a) on and after the end of the 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”). Term SOFR may be replaced as a base rate under certain circumstances. During the Revolving Period, Core Income Funding 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 Revolving Period, if the undrawn commitments are in excess of a certain portion (initially 12.5% and increasing in stages to 25%, 50% and 75%) of the total commitments under the SPV Asset Facility II, Core Income Funding 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. Core Income Funding 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 Core Income Funding 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 Core Income Funding II and on any payments received by Core Income Funding II in respect of those assets. Assets pledged to the Lenders will not be available to pay our debts.

Borrowings of Core Income Funding II are considered our borrowings for purposes of complying with the asset coverage requirements under the Investment Company Act of 1940, as amended.

SPV Asset Facility III

On March 24, 2022 (the “SPV Asset Facility III Closing Date”), Core Income Funding III LLC (“ORCIC III Financing”), a Delaware limited liability company and newly formed subsidiary of the Company entered into a Credit Agreement (the “SPV Asset Facility III”), with ORCIC III Financing, as borrower, the Adviser, as servicer, the lenders from time to time parties thereto, Bank of America, N.A., as administrative agent, State Street Bank and Trust Company, as collateral agent, Alter Domus (US) LLC as collateral custodian and Bank of America, N.A., as sole lead arranger and sole book manager.

From time to time, the Company expects to sell and contribute certain investments to ORCIC III Financing pursuant to a Sale and Contribution Agreement, dated as of the SPV Asset Facility III Closing Date, by and between the Company and ORCIC III Financing. No gain or loss will be recognized as a result of the contribution. Proceeds from the SPV Asset Facility III will be used to finance the origination and acquisition of eligible assets by ORCIC III Financing, including the purchase of such assets from the Company. The Company retains a residual interest in assets contributed to or acquired by ORCIC III Financing through the Company’s ownership of ORCIC III Financing. The maximum principal amount of the SPV Asset Facility III is $750 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 ORCIC III Financing’s assets from time to time, and satisfaction of certain conditions, including certain portfolio criteria.

The SPV Asset Facility III provides for the ability to draw and redraw revolving loans under the SPV Asset Facility III for a period of up to three years after the SPV Asset Facility III Closing Date unless the commitments are terminated sooner as provided in the SPV Asset Facility III (the “SPV Asset Facility III Commitment Termination Date”). Unless otherwise terminated, the SPV Asset Facility III will mature on March 24, 2027 (the “SPV Asset Facility III Stated Maturity”). To the extent the commitments are terminated or permanently reduced during the first two years following the SPV Asset Facility III Closing Date, ORCC III Financing may owe a prepayment penalty. Prior to the SPV Asset Facility III Stated Maturity, proceeds received by ORCIC III Financing from principal and interest, dividends, or fees on assets must be used to pay fees, expenses and interest on outstanding borrowings, and the excess may be returned to the Company, subject to certain conditions. On the SPV Asset Facility III Stated Maturity, ORCIC III
58

Owl Rock Core Income Corp.
Notes to Consolidated Financial Statements (Unaudited) - Continued
Financing must pay in full all outstanding fees and expenses and all principal and interest on outstanding borrowings, and the excess may be returned to the Company.

Amounts drawn in U.S. dollars are benchmarked to Daily SOFR, amounts drawn in British pounds are benchmarked to SONIA plus an adjustment of 0.11930%, amounts drawn in Canadian dollars are benchmarked to CDOR, and amounts drawn in Euros are benchmarked to EURIBOR, and in each case plus a spread equal to the Applicable Margin. The “SPV Asset Facility III Applicable Margin” ranges from 1.60% to 2.10% depending on the composition of the collateral. The SPV Asset Facility III also allows for amounts drawn in U.S. dollars to bear interest at an alternate base rate without a spread.

From the SPV Asset Facility III Closing Date to the SPV Asset Facility III Commitment Termination Date, there is a commitment fee, calculated on a daily basis, ranging from 0.25% to 1.25% on the undrawn amount under the SPV Asset Facility III. The SPV Asset Facility III contains customary covenants, including certain limitations on the activities of ORCIC III Financing, including limitations on incurrence of incremental indebtedness, and customary events of default. The SPV Asset Facility III is secured by a perfected first priority security interest in the assets of ORCIC III Financing and on any payments received by ORCIC III Financing in respect of those assets. Assets pledged to the lenders under the SPV Asset Facility III will not be available to pay the debts of the Company.

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

SPV Asset Facility IV

On March 16, 2022 (the “SPV Facility IV Closing Date”), Core Income Funding IV LLC (“Core Income Funding IV”), a Delaware limited liability company and newly formed subsidiary of the Company, entered into a Credit Agreement (the “SPV Asset Facility IV”), with Core Income Funding IV, as Borrower, the lenders from time to time parties thereto (the “Lenders”), Sumitomo Mitsui Banking Corporation, as Administrative Agent, State Street Bank and Trust Company, as Collateral Agent, Collateral Administrator and Custodian and Alter Domus (US) LLC as Document Custodian.

From time to time, the Company expects to sell and contribute certain investments to Core Income Funding IV pursuant to a Sale and Contribution Agreement, dated as of the Closing Date, by and between the Company and Core Income Funding IV. No gain or loss will be recognized as a result of the contribution. Proceeds from the SPV Facility IV will be used to finance the origination and acquisition of eligible assets by Core Income Funding IV, including the purchase of such assets from the Company. The Company retains a residual interest in assets contributed to or acquired by Core Income Funding IV through its ownership of Core Income Funding IV. The maximum principal amount of the SPV Facility IV is $500 million; the availability of this amount is subject to an overcollateralization ratio test, which is based on the value of Core Income Funding IV’s assets from time to time, and satisfaction of certain conditions, including an interest coverage ratio test, certain concentration limits and collateral quality tests.

The SPV Facility IV provides for the ability to (1) draw term loans and (2) draw and redraw revolving loans under the SPV Facility IV for a period of up to three years after the Closing Date unless the revolving commitments are terminated or converted to term loans sooner as provided in the SPV Facility IV (the “Commitment Termination Date”). Unless otherwise terminated, the SPV Facility IV will mature on March 16, 2033 (the “Stated Maturity”). Prior to the Stated Maturity, proceeds received by Core Income Funding IV from principal and interest, dividends, or fees on assets must be used to pay fees, expenses and interest on outstanding borrowings, and the excess may be returned to the Company, subject to certain conditions. On the Stated Maturity, Core Income Funding IV must pay in full all outstanding fees and expenses and all principal and interest on outstanding borrowings, and the excess may be returned to the Company.


Amounts drawn bear interest at Term SOFR (or, in the case of certain lenders that are commercial paper conduits, the lower of their cost of funds and Term SOFR plus 0.15%) plus an applicable margin that ranges from 1.70% to 2.30% depending on a ratio of broadly syndicated loans to middle market loans in the collateral. From the Closing Date to the Commitment Termination Date, there is a commitment fee that steps up during the year after the Closing Date from 0.00% to 0.50% per annum on the undrawn amount, if any, of the revolving commitments in the SPV Facility IV. The SPV Facility IV contains customary covenants, including certain financial maintenance covenants, limitations on the activities of Core Income Funding IV, including limitations on incurrence of incremental indebtedness, and customary events of default. The SPV Facility IV is secured by a perfected first priority security interest in the assets of Core Income Funding IV and on any payments received by Core Income Funding IV in respect of those assets. Assets pledged to the Lenders will not be available to pay the debts of the Company.

59

Owl Rock Core Income Corp.
Notes to Consolidated Financial Statements (Unaudited) - Continued
Borrowings of Core Income Funding IV are considered the Company’s borrowings for purposes of complying with the asset coverage requirements under the 1940 Act.


Unsecured Notes

September 2026 Notes

On September 23, 2021, the Company issued $350 million aggregate principal amount of 3.125% notes due 2026 (the “September 2026 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 September 2026 Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration.

The September 2026 Notes were issued pursuant to an Indenture dated as of September 23, 2021 (the “Base Indenture”), between the Company and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as trustee (the “Trustee”), and a First Supplemental Indenture, dated as of September 23, 2021 (the “First Supplemental Indenture” and together with the Base Indenture, the “September 2026 Indenture”), between the Company and the Trustee. The September 2026 Notes will mature on September 23, 2026 and may be redeemed in whole or in part at our option at any time or from time to time at the redemption prices set forth in the September 2026 Indenture. The September 2026 Notes initially bear interest at a rate of 3.125% per year payable semi-annually on March 23 and September 23 of each year, commencing on March 23, 2022. Concurrent with the issuance of the September 2026 Notes, the Company entered into a Registration Rights Agreement (the "September 2026 Registration Rights Agreement") for the benefit of the purchasers of the September 2026 Notes. Pursuant to the September 2026 Registration Rights Agreement, the Company is obligated to file a registration statement with the SEC with respect to an offer to exchange the September 2026 Notes for a new issue of debt securities registered under the Securities Act with terms substantially identical to those of the September 2026 Notes (except for provisions relating to transfer restrictions and payment of additional interest) and to use its commercially reasonable efforts to consummate such exchange offer on the earliest practicable date after the registration statement has been declared effective but in no event later than 365 days after the initial issuance of the September 2026 Notes. If the Company fails to satisfy its registration obligations under the September 2026 Registration Rights Agreement, it will be required to pay additional interest to the holders of the September 2026 Notes. The Company filed a registration statement with the SEC and, on July 25, 2022, commenced an offer to exchange the September 2026 Notes for newly issuer registered notes with substantially similar terms. See Note 12. "Subsequent Events."

The September 2026 Notes are the direct, general unsecured obligations and will rank senior in right of payment to all of the future indebtedness or other obligations that are expressly subordinated, or junior, in right of payment to the September 2026 Notes. The September 2026 Notes rank pari passu, or equal, in right of payment with all of the Company’s existing and future indebtedness or other obligations that are not so subordinated, or junior. The September 2026 Notes rank effectively subordinated, or junior, to any of the Company’s future secured indebtedness or other obligations (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness. The September 2026 Notes rank structurally subordinated, or junior, to all existing and future indebtedness and other obligations (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.

The September 2026 Indenture contains certain covenants, including covenants requiring the Company to (i) comply with the asset coverage requirements of the 1940 Act, whether or not it is subject to those requirements, and (ii) provide financial information to the holders of the September 2026 Notes and the Trustee if the Company is no longer subject to the reporting requirements under the Exchange Act. These covenants are subject to important limitations and exceptions that are described in the September 2026 Indenture.

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


February 2027 Notes

On February 8, 2022, the Company issued $500 million aggregate principal amount of 4.70% notes due 2027 (the “February 2027 Notes”) in a private placement in reliance on Section 4(a)(2) of the Securities Act, and for initial resale to qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A promulgated under the Securities Act. The February 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.
60

Owl Rock Core Income Corp.
Notes to Consolidated Financial Statements (Unaudited) - Continued

The February 2027 Notes were issued pursuant to the Base Indenture and a Second Supplemental Indenture, dated as of February 8, 2022 (the “Second Supplemental Indenture” and together with the Base Indenture, the “February 2027 Indenture”), between the Company and the Trustee. The February 2027 Notes will mature on February 8, 2027 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the February 2027 Indenture. The February 2027 Notes initially bear interest at a rate of 4.70% per year payable semi-annually on February 8 and August 8 of each year, commencing on August 8, 2022. Concurrent with the issuance of the February 2027 Notes the Company entered into a Registration Rights Agreement (the “February 2027 Registration Rights Agreement”) for the benefit of the purchasers of the February 2027 Notes. Pursuant to the February 2027 Registration Rights Agreement the Company is obligated to file a registration statement with the SEC with respect to an offer to exchange the February 2027 Notes for a new issue of debt securities registered under the Securities Act with terms substantially identical to those of the February 2027 Notes (except for provisions relating to transfer restrictions and payment of additional interest) and to use its commercially reasonable efforts to consummate such exchange offer on the earliest practicable date after the registration statement has been declared effective but in no event later than 365 days after the initial issuance of the February 2027 Notes. If the Company fails to satisfy its registration obligations under the February 2027 Registration Rights Agreement, the Company will be required to pay additional interest to the holders of the February 2027 Notes. The Company filed a registration statement with the SEC and, on July 25, 2022, commenced an offer to exchange the February 2027 Notes for newly issuer registered notes with substantially similar terms. See Note 12 "Subsequent Events."

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

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

March 2025 Notes

On March 29, 2022, the Company issued $500 million aggregate principal amount of its 5.500% notes due 2025 (the “March 2025 Notes”) in a private placement in reliance on Section 4(a)(2) of the Securities Act, and for initial resale by the Initial Purchasers to persons they reasonably believe to be qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A promulgated under the Securities Act. The March 2025 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 March 2025 Notes were issued pursuant to the Base Indenture and a Third Supplemental Indenture, dated as of March 29, 2022 (the “Third Supplemental Indenture” and together with the Base Indenture, the “March 2025 Indenture”), between the Company and the Trustee. The March 2025 Notes will mature on March 21, 2025 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the March 2025 Indenture. The March 2025 Notes bear interest at a rate of 5.500% per year payable semi-annually on March 21 and September 21 of each year, commencing on September 21, 2022. Concurrent with the issuance of the March 2025 Notes, the Company In connection with the offering, the Company entered into a Registration Rights Agreement, dated as of March 29, 2022 (the “March 2025 Registration Rights Agreement”), for the benefit of the purchasers of the March 2025 Notes. Pursuant to the March 2025 Registration Rights Agreement, the Company is obligated to file with the SEC a registration statement with respect to an offer to exchange the March 2025 Notes for a new issue of debt securities registered under the Securities Act with terms substantially identical to those of the March 2025 Notes (except for provisions relating to transfer restrictions and payment of additional interest) and to use its commercially reasonable efforts to consummate such exchange offer on the earliest practicable date after the registration statement has been declared effective but in no event later than 365 days after the initial issuance of the March 2025 Notes. If the Company fails to satisfy its registration obligations under the March
61

Owl Rock Core Income Corp.
Notes to Consolidated Financial Statements (Unaudited) - Continued
2025 Registration Rights Agreement, it will be required to pay additional interest to the holders of the March 2025 Notes. The Company filed a registration statement with the SEC and, on July 25, 2022, commenced an offer to exchange the March 2025 Notes for newly issuer registered notes with substantially similar terms. See Note 12. "Subsequent Events."

The March 2025 Notes are the Company’s direct, general unsecured obligations and rank senior in right of payment to all of the Company’s future indebtedness or other obligations that are expressly subordinated, or junior, in right of payment to the March 2025 Notes. The March 2025 Notes rank pari passu, or equal, in right of payment with all of the Company’s existing and future indebtedness or other obligations that are not so subordinated, or junior to the March 2025 Notes. The March 2025 Notes rank effectively subordinated, or junior, to any of the Company’s future secured indebtedness or other obligations (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness. The March 2025 Notes rank structurally subordinated, or junior, to all existing and future indebtedness and other obligations (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.

The March 2025 Indenture contains certain covenants, including covenants requiring the Company to (i) comply with Section 18(a)(1)(A) of the 1940 Act, as modified by Section 61(a) of the 1940 Act, for the period of time during which the March 2025 Notes are outstanding, whether or not it is subject to those requirements, and (ii) provide financial information to the holders of the March 2025 Notes and the Trustee if the Company is no longer subject to the reporting requirements under the Exchange Act. These covenants are subject to important limitations and exceptions that are described in the March 2025 Indenture. In addition, if a change of control repurchase event, as defined in the March 2025 Indenture, occurs prior to maturity, holders of the March 2025 Notes will have the right, at their option, to require the Company to repurchase for cash some or all of the March 2025 Notes at a repurchase price equal to 100% of the aggregate principal amount of the March 2025 Notes being repurchased, plus accrued and unpaid interest to, but excluding, the repurchase date.


Note 7. Commitments and Contingencies


Portfolio Company Commitments


From time to time, the Company may enter into commitments to fund investments. As of June 30, 20212022 and December 31, 2020,2021, the Company had the following outstanding commitments to fund investments in current portfolio companies:

Portfolio Company

 

Investment

 

 

 

June 30, 2021

 

 

December 31, 2020

 

($ in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

ACR Group Borrower, LLC

 

First lien senior secured revolving loan

 

$

875

 

 

$

 

AxiomSL Group, Inc.

 

First lien senior secured revolving loan

 

 

212

 

 

 

212

 

BCTO BSI Buyer, Inc. (dba Buildertrend)

 

First lien senior secured revolving loan

 

 

107

 

 

 

107

 

Canadian Hospital Specialties Ltd.

 

First lien senior secured delayed draw term loan

 

 

958

 

 

 

 

Canadian Hospital Specialties Ltd.

 

First lien senior secured revolving loan

 

 

479

 

 

 

 

Dodge Data & Analytics LLC

 

First lien senior secured revolving loan

 

 

125

 

 

 

 

Evolution BuyerCo, Inc.

 

First lien senior secured delayed draw term loan

 

 

1,351

 

 

 

 

Evolution BuyerCo, Inc.

 

First lien senior secured revolving loan

 

 

676

 

 

 

 

Gaylord Chemical Company, L.L.C.

 

First lien senior secured revolving loan

 

 

791

 

 

 

 

Granicus, Inc.

 

First lien senior secured delayed draw term loan

 

 

71

 

 

 

 

Granicus, Inc.

 

First lien senior secured delayed draw term loan

 

 

345

 

 

 

 

Granicus, Inc.

 

First lien senior secured revolving loan

 

 

161

 

 

 

 

Hercules Borrower, LLC (dba The Vincit Group)

 

First lien senior secured revolving loan

 

 

96

 

 

 

96

 

Individual Foodservice Holdings, LLC

 

First lien senior secured delayed draw term loan

 

 

89

 

 

 

99

 

Individual Foodservice Holdings, LLC

 

First lien senior secured revolving loan

 

 

76

 

 

 

65

 

Milan Laser Holdings LLC

 

First lien senior secured revolving loan

 

 

1,765

 

 

 

 

PATRIOT ACQUISITION TOPCO S.A.R.L. (dba Corza Health, Inc.)

 

First lien senior secured revolving loan

 

 

88

 

 

 

 

Peter C. Foy & Associated Insurance Services, LLC

 

First lien senior secured delayed draw term loan D

 

 

1,189

 

 

 

 

Peter C. Foy & Associated Insurance Services, LLC

 

First lien senior secured revolving loan

 

 

5

 

 

 

 

PCF Holdco, LLC

 

Class A Units

 

 

163

 

 

 

 

Pluralsight, LLC

 

First lien senior secured revolving loan

 

 

392

 

 

 

 

Quva Pharma, Inc.

 

First lien senior secured revolving loan

 

 

455

 

 

 

 

Refresh Parent Holdings, Inc.

 

First lien senior secured delayed draw term loan

 

 

110

 

 

 

393

 

Refresh Parent Holdings, Inc.

 

First lien senior secured revolving loan

 

 

144

 

 

 

103

 

Relativity ODA LLC

 

First lien senior secured revolving loan

 

 

435

 

 

 

 

Thunder Purchaser, Inc.

 

First lien senior secured revolving loan

 

 

714

 

 

 

 

Thunder Purchaser, Inc.

 

First lien senior secured delayed draw term loan

 

 

2,041

 

 

 

 

Velocity HoldCo III Inc

 

First lien senior secured revolving loan

 

 

142

 

 

 

 

Total Unfunded Portfolio Company Commitments

 

 

 

 

 

$

14,055

 

 

$

1,075

 


39


Portfolio CompanyInvestmentJune 30, 2022December 31, 2021
($ in thousands)
ABB/Con-cise Optical Group LLCFirst lien senior secured revolving loan$480 $— 
ACR Group Borrower, LLCFirst lien senior secured revolving loan25 875 
Alera Group, Inc.First lien senior secured delayed draw term loan790 47,273 
Alera Group, Inc.First lien senior secured delayed draw term loan33,654 — 
Anaplan, Inc.First lien senior secured revolving loan16,528 — 
Apex Group Treasury, LLCSecond lien senior secured delayed draw term loan6,618 6,618 
Apex Service Partners, LLCFirst lien senior secured delayed draw term loan49,383 — 
Apex Service Partners, LLCFirst lien senior secured revolving loan3,680 — 
Appfire Technologies, LLCFirst lien senior secured delayed draw term loan18,367 — 
Appfire Technologies, LLCFirst lien senior secured revolving loan1,539 — 
Armstrong Bidco Ltd. (dba The Access Group)First lien senior secured delayed draw term loan16,836 — 
Ascend Buyer, LLC (dba PPC Flexible Packaging)First lien senior secured revolving loan4,425 4,255 
Associations, Inc.First lien senior secured revolving loan4,829 4,829 
Associations, Inc.First lien senior secured delayed draw term loan65,207 — 
62

Owl Rock Core Income Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued

Portfolio CompanyInvestmentJune 30, 2022December 31, 2021
Athenahealth Group Inc.First lien senior secured delayed draw term loan6,522 — 
AxiomSL Group, Inc.First lien senior secured revolving loan2,591 2,591 
AxiomSL Group, Inc.First lien senior secured delayed draw term loan2,145 2,145 
Bayshore Intermediate #2, L.P. (dba Boomi)First lien senior secured revolving loan1,593 1,593 
BCPE Osprey Buyer, Inc. (dba PartsSource)First lien senior secured delayed draw term loan31,034 31,034 
BCPE Osprey Buyer, Inc. (dba PartsSource)First lien senior secured revolving loan4,655 4,655 
BCTO BSI Buyer, Inc. (dba Buildertrend)First lien senior secured revolving loan36 47 
Brightway Holdings, LLCFirst lien senior secured revolving loan2,105 2,105 
BW Holding, Inc.First lien senior secured delayed draw term loan— 4,184 
Canadian Hospital Specialties LtdFirst lien senior secured delayed draw term loan669 939 
Canadian Hospital Specialties LtdFirst lien senior secured revolving loan154 388 
CFS Brands, LLCFirst lien senior secured delayed draw term loan11,344 — 
CivicPlus, LLCFirst lien senior secured delayed draw term loan— 4,400 
CivicPlus, LLCFirst lien senior secured revolving loan2,244 880 
Community Brands ParentCo, LLCFirst lien senior secured delayed draw term loan3,750 — 
Community Brands ParentCo, LLCFirst lien senior secured revolving loan1,875 — 
CSC MKG Topco LLC. (dba Medical Knowledge Group)First lien senior secured revolving loan12,921 — 
Denali BuyerCo, LLC (dba Summit Companies)First lien senior secured delayed draw term loan24,276 20,519 
Denali BuyerCo, LLC (dba Summit Companies)First lien senior secured revolving loan7,306 7,407 
Dermatology Intermediate Holdings III, IncFirst lien senior secured delayed draw term loan3,646 — 
Diamondback Acquisition, Inc. (dba Sphera)First lien senior secured delayed draw term loan9,553 9,553 
Dodge Data & Analytics LLCFirst lien senior secured revolving loan— 125 
EET Buyer, Inc. (dba e-Emphasys)First lien senior secured revolving loan1,955 1,955 
Entertainment Benefits Group, LLCFirst lien senior secured revolving loan11,600 — 
Evolution BuyerCo, Inc. (dba SIAA)First lien senior secured delayed draw term loan10,605 10,605 
Evolution BuyerCo, Inc. (dba SIAA)First lien senior secured revolving loan676 676 
Fortis Solutions Group, LLCFirst lien senior secured delayed draw term loan6,409 19,678 
Fortis Solutions Group, LLCFirst lien senior secured revolving loan6,297 6,747 
Fullsteam Operations, LLCFirst lien senior secured delayed draw term loan66,257 — 
Gaylord Chemical Company, L.L.C.First lien senior secured revolving loan791 791 
Gaylord Chemical Company, L.L.C.First lien senior secured revolving loan3,182 3,182 
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 delayed draw term loan10,000 — 
GI Ranger Intermediate, LLC (dba Rectangle Health)First lien senior secured revolving loan1,506 1,673 
Global Music Rights, LLCFirst lien senior secured revolving loan7,500 7,500 
GovBrands Intermediate, Inc.First lien senior secured delayed draw term loan870 870 
GovBrands Intermediate, Inc.First lien senior secured revolving loan881 881 
Granicus, Inc.First lien senior secured revolving loan161 161 
Granicus, Inc.First lien senior secured delayed draw term loan136 136 
GS Acquisitionco, Inc. (dba insightsoftware)First lien senior secured delayed draw term loan2,808 5,081 
Guidehouse Inc.First lien senior secured revolving loan— 7,018 
Hercules Borrower, LLC (dba The Vincit Group)First lien senior secured revolving loan85 96 
63

Owl Rock Core Income Corp.
Notes to Consolidated Financial Statements (Unaudited) - Continued
Portfolio CompanyInvestmentJune 30, 2022December 31, 2021
Hercules Borrower, LLC (dba The Vincit Group)First lien senior secured delayed draw term loan11,964 20,239 
Hissho Sushi Merger Sub LLCFirst lien senior secured revolving loan6,705 — 
IMO Investor Holdings, Inc.First lien senior secured delayed draw term loan4,963 — 
IMO Investor Holdings, Inc.First lien senior secured revolving loan2,234 — 
IG Investments Holdings, LLC (dba Insight Global)First lien senior secured revolving loan2,619 1,806 
Indigo Buyer, Inc. (dba Inovar Packaging Group)First lien senior secured delayed draw term loan31,750 — 
Indigo Buyer, Inc. (dba Inovar Packaging Group)First lien senior secured revolving loan10,583 — 
Individual Foodservice Holdings, LLCFirst lien senior secured delayed draw term loan33,169 — 
Individual Foodservice Holdings, LLCFirst lien senior secured delayed draw term loan— 14,861 
Individual Foodservice Holdings, LLCFirst lien senior secured delayed draw term loan— 29 
Individual Foodservice Holdings, LLCFirst lien senior secured delayed draw term loan9,822 — 
Individual Foodservice Holdings, LLCFirst lien senior secured revolving loan83 80 
Inovalon Holdings, Inc.First lien senior secured delayed draw term loan8,469 8,469 
Intelerad Medical Systems Inc.First lien senior secured revolving loan401 401 
Interoperability Bidco, Inc. (dba Lyniate)First lien senior secured revolving loan3,478 — 
Kaseya Inc.First lien senior secured delayed draw term loan4,342 — 
Kaseya Inc.First lien senior secured revolving loan4,342 — 
KBP Brands, LLCFirst lien senior secured delayed draw term loan3,416 — 
KPSKY Acquisition, Inc. (dba BluSky)First lien senior secured delayed draw term loan19,000 — 
KPSKY Acquisition, Inc. (dba BluSky)First lien senior secured delayed draw term loan525 4,372 
KWOR Acquisition, Inc. (dba Alacrity Solutions)First lien senior secured delayed draw term loan8,748 — 
KWOR Acquisition, Inc. (dba Alacrity Solutions)First lien senior secured revolving loan2,954 3,073 
Lignetics Investment Corp.First lien senior secured delayed draw term loan9,559 9,559 
Lignetics Investment Corp.First lien senior secured revolving loan956 9,559 
Mario Purchaser, LLC (dba Len the Plumber)First lien senior secured delayed draw term loan40,190 — 
Mario Purchaser, LLC (dba Len the Plumber)First lien senior secured revolving loan8,038 — 
Medline Borrower, LPFirst lien senior secured revolving loan2,020 2,020 
MHE Intermediate Holdings, LLC (dba OnPoint Group)First lien senior secured delayed draw term loan28,558 — 
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 loan3,571 3,571 
Milan Laser Holdings LLCFirst lien senior secured revolving loan1,765 1,765 
Ministry Brands Holdings, LLC.First lien senior secured delayed draw term loan15,819 15,819 
Ministry Brands Holdings, LLC.First lien senior secured revolving loan4,746 4,746 
Mitnick Corporate Purchaser, Inc.,First lien senior secured revolving loan9,375 — 
Natural Partners, LLCFirst lien senior secured revolving loan5,063 — 
NMI Acquisitionco, Inc. (dba Network Merchants)First lien senior secured revolving loan558 558 
NMI Acquisitionco, Inc. (dba Network Merchants)First lien senior secured delayed draw term loan1,375 1,375 
Notorious Topco, LLC (dba Beauty Industry Group)First lien senior secured delayed draw term loan8,803 8,803 
Notorious Topco, LLC (dba Beauty Industry Group)First lien senior secured revolving loan2,993 4,401 
64

Owl Rock Core Income Corp.
Notes to Consolidated Financial Statements (Unaudited) - Continued
Portfolio CompanyInvestmentJune 30, 2022December 31, 2021
OAC Holdings I Corp. (dba Omega Holdings)First lien senior secured revolving loan551 — 
OB Hospitalist Group, Inc.First lien senior secured revolving loan7,140 7,140 
Ole Smoky Distillery, LLCFirst lien senior secured revolving loan3,302 — 
Patriot Acquisition TopCo S.A.R.L (dba Corza Health, Inc.)First lien senior secured revolving loan88 88 
Pediatric Associates Holding Company, LLCFirst lien senior secured delayed draw term loan1,776 — 
Peter C. Foy & Associated Insurance Services, LLCFirst lien senior secured delayed draw term loan69,643 — 
Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services)First lien senior secured delayed draw term loan— 3,627 
Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services)First lien senior secured delayed draw term loan8,000 — 
Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services)First lien senior secured revolving loan2,570 2,570 
Plasma Buyer LLC (dba Pathgroup)First lien senior secured delayed draw term loan28,553 — 
Plasma Buyer LLC (dba Pathgroup)First lien senior secured revolving loan12,237 — 
Pluralsight, LLCFirst lien senior secured revolving loan392 392 
Pro Mach Group, Inc.First lien senior secured delayed draw term loan2,404 — 
QAD Inc.First lien senior secured revolving loan6,000 6,000 
Quva Pharma, Inc.First lien senior secured revolving loan218 455 
Refresh Parent Holdings, Inc.First lien senior secured delayed draw term loan— 11 
Refresh Parent Holdings, Inc.First lien senior secured delayed draw term loan— 10,667 
Refresh Parent Holdings, Inc.First lien senior secured revolving loan— 92 
Relativity ODA LLCFirst lien senior secured revolving loan435 435 
Securonix, Inc.First lien senior secured revolving loan5,339 — 
Simplisafe Holding CorporationFirst lien senior secured delayed draw term loan16,049 — 
Smarsh Inc.First lien senior secured delayed draw term loan20,762 — 
Smarsh Inc.First lien senior secured revolving loan5,190 — 
Southern Air & Heat Holdings, LLCFirst lien senior secured delayed draw term loan850 1,052 
Southern Air & Heat Holdings, LLCFirst lien senior secured revolving loan203 282 
Sovos Compliance, LLCFirst lien senior secured delayed draw term loan— 1,104 
SWK BUYER, Inc. (dba Stonewall Kitchen)First lien senior secured revolving loan1,953 — 
SWK BUYER, Inc. (dba Stonewall Kitchen)First lien senior secured delayed draw term loan13,947 — 
Tahoe Finco, LLCFirst lien senior secured revolving loan6,279 6,279 
Tamarack Intermediate, L.L.C. (dba Verisk 3E)First lien senior secured revolving loan5,336 — 
TC Holdings, LLC (dba TrialCard)First lien senior secured revolving loan7,768 — 
Tempo Buyer Corp. (dba Global Claims Services)First lien senior secured delayed draw term loan10,317 10,317 
Tempo Buyer Corp. (dba Global Claims Services)First lien senior secured revolving loan4,952 5,159 
The Shade Store, LLCFirst lien senior secured revolving loan3,409 6,818 
Thunder Purchaser, Inc. (dba Vector Solutions)First lien senior secured revolving loan470 714 
Thunder Purchaser, Inc. (dba Vector Solutions)First lien senior secured delayed draw term loan2,041 2,041 
65

Owl Rock Core Income Corp.
Notes to Consolidated Financial Statements (Unaudited) - Continued
Portfolio CompanyInvestmentJune 30, 2022December 31, 2021
Troon Golf, L.L.C.First lien senior secured delayed draw term loan30,000 — 
Troon Golf, L.L.C.First lien senior secured revolving loan7,207 7,207 
Ultimate Baked Goods Midco, LLCFirst lien senior secured revolving loan800 950 
Unified Women's Healthcare, LPFirst lien senior secured delayed draw term loan5,075 — 
Unified Women's Healthcare, LPFirst lien senior secured revolving loan8,120 — 
USRP Holdings, Inc. (dba U.S. Retirement and Benefits Partners)First lien senior secured revolving loan1,096 1,078 
Velocity HoldCo III Inc. (dba VelocityEHS)First lien senior secured revolving loan142 142 
When I Work, Inc.First lien senior secured revolving loan4,164 4,164 
Total Unfunded Portfolio Company Commitments$1,100,236 $422,808 

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

Other Commitments and Contingencies

The Company raised $25.0 million in total Capital Commitments from investors, of which $25.0 million is from Feeder FIC Equity, an affiliate of the Adviser. As of March 1, 2021, all outstanding Capital Commitments had been drawn.


Organizational and Offering Costs


The Adviser has incurred organization and offering costs on behalf of the Company in the amount of $3.2$2.7 million for the period from April 22, 2020 (Inception) to June 30, 2021,2022, of which $0.5$2.7 million has been charged to the Company pursuant to the Investment Advisory Agreement. Under the Investment Advisory Agreement and Administration Agreement, the Adviser is entitled to receive up to 1.5% of gross offering proceeds raised in the Company’s continuous public offering until all organization and offering costs paid by the Adviser have been recovered. The Adviser is responsible for the payment of the Company’s organization and offering expenses to the extent that these expenses exceed 1.5% of the aggregate gross offering proceeds, without recourse against or reimbursement by the Company.


The Adviser has incurred organization and offering costs on behalf of the Company in the amount of $2.3$2.7 million for the period from April 22, 2020 (Inception) to December 31, 2020,2021, of which $0.2$2.7 million has been charged to the Company pursuant to the Investment Advisory Agreement. See Note 3. Agreements3 "Agreements and Related Party Transactions – Investment Advisory Agreement.

"


Other Commitments and Contingencies


From time to time, the Company may become a party to certain legal proceedings incidental to the normal course of its business. As of June 30, 2021,2022, management was not aware of any pending or threatened litigation.


Note 8. Net Assets


Authorized Capital and Share Class Description


In connection with its formation, the Company has the authority to issue the following shares:

Classification

 

Number of Shares

(in thousands)

 

 

Par Value

 

Class S Shares

 

 

1,000,000

 

 

$

0.01

 

Class D Shares

 

 

1,000,000

 

 

$

0.01

 

Class I Shares

 

 

1,000,000

 

 

$

0.01

 

     Total

 

 

3,000,000

 

 

 

 

 


ClassificationNumber of Shares (in thousands)Par Value
Class S Shares1,000,000$0.01 
Class D Shares1,000,000$0.01 
Class I Shares1,000,000$0.01 
Total3,000,000

The Company’s Class S shares are subject to upfront selling commissions of up to 3.50% of the offering price. Pursuant to a distribution plan adopted by the Company in compliance with Rules 12b-1 and 17d-3 under the 1940 Act, as if those rules applied to the Company, the Company’s Class S shares are subject to annual ongoing services fees of 0.85% of the current net asset value of such shares, as determined in accordance with FINRA rules.

66

Owl Rock Core Income Corp.
Notes to Consolidated Financial Statements (Unaudited) - Continued

The Company’s Class D shares are subject to upfront selling commissions of up to 1.50% of the offering price. Pursuant to a distribution plan adopted by the Company in compliance with Rules 12b-1 and 17d-3 under the 1940 act, as if those rules applied to the Company, the Company’s Class D shares are subject to annual ongoing services fees of 0.25% of the current net asset value of such shares, as determined in accordance with FINRA rules.


The Company’s Class I shares are not subject to upfront selling commissions. The Company’s Class I shares are not subject to annual ongoing servicing fees.


Share Issuances

40


Owl Rock Core Income Corp.

Notes to Consolidated Financial Statements (Unaudited) – Continued


On September 30, 2020, the Company issued 100 Class I common shares for $1,000 to the Adviser.


On November 12, 2020, the Company issued 700,000 Class I common shares for $7.0 million to Feeder FIC Equity, an entity affiliated with the Adviser, and met the minimum offering requirement for the Company`sCompany's continuous public offering of $2.5 million.

41


Owl Rock Core Income Corp.

Notes to Consolidated Financial Statements (Unaudited) – Continued


The following table summarizes transactions with respect to shares of the Company’s common stock during the three months ended June 30, 2022 and 2021:

For the Three Months Ended June 30, 2022
Class SClass DClass ITotal
($ in thousands, except share amounts)SharesAmountSharesAmountSharesAmountSharesAmount
Shares/gross proceeds from the continuous public offering45,473,732$420,307 7,913,719$72,860 80,385,794$739,398 133,773,245$1,232,565 
Shares/gross proceeds from the private placements— — 4,402,19340,509 4,402,19340,509 
Reinvestment of distributions684,5586,264 261,6282,400 1,167,56010,708 2,113,74619,372 
Repurchased shares(946,284)(8,365)(125,276)(1,110)(2,073,617)(18,414)(3,145,177)(27,889)
Total shares/gross proceeds45,212,006418,2068,050,07174,15083,881,930772,201137,144,0071,264,557
Sales load— (3,423)— (114)— — — (3,537)
Total shares/net proceeds45,212,006$414,783 8,050,071$74,036 83,881,930$772,201 137,144,007$1,261,020 


For the Three Months Ended June 30, 2021
Class SClass DClass ITotal
($ in thousands, except share amounts)SharesAmountSharesAmountSharesAmountSharesAmount
Shares/gross proceeds from the continuous public offering2,868,538$27,047 3,044,525$28,196 12,511,653$115,968 18,424,716$171,211 
Shares/gross proceeds from the private placements— — — — 
Reinvestment of distributions7,54370 12,344114 25,832239 45,719423 
Repurchased shares— — — — 
Total shares/gross proceeds2,876,08127,1173,056,86928,31012,537,485116,20718,470,435171,634
Sales load— (467)— — — — — (467)
Total shares/net proceeds2,876,081$26,650 3,056,869$28,310 12,537,485$116,207 18,470,435$171,167 
67

Owl Rock Core Income Corp.
Notes to Consolidated Financial Statements (Unaudited) - Continued

The following table summarizes transactions with respect to shares of the Company’s common stock during the six months ended June 30, 20212022 and 2021:
For the Six Months Ended June 30, 2022
Class SClass DClass ITotal
($ in thousands, except share amounts)SharesAmountSharesAmountSharesAmountSharesAmount
Shares/gross proceeds from the continuous public offering93,745,587$873,325 20,317,574$188,594 146,097,662$1,351,638 260,160,823$2,413,557 
Shares/gross proceeds from the private placements— — 8,578,45879,265 8,578,45879,265 
Reinvestment of distributions1,074,6289,894 418,7013,861 1,799,24516,593 3,292,57430,348 
Repurchased shares(1,595,704)(14,366)(158,129)(1,414)(3,907,137)(35,392)(5,660,970)(51,172)
Total shares/gross proceeds93,224,511868,85320,578,146191,041152,568,2281,412,104266,370,8852,471,998
Sales load— (7,073)— (446)— — — (7,519)
Total shares/net proceeds93,224,511$861,780 20,578,146$190,595 152,568,228$1,412,104 266,370,885$2,464,479 
For the Six Months Ended June 30, 2021
Class SClass DClass ITotal
($ in thousands, except share amounts)SharesAmountSharesAmountSharesAmountSharesAmount
Shares/gross proceeds from the continuous public offering2,868,538$27,047 3,368,067$31,192 14,982,573$138,848 21,219,178$197,087 
Shares/gross proceeds from the private placements— — — — 
Reinvestment of distributions7,54370 12,344114 25,832239 45,719423 
Repurchased shares— — — — 
Total shares/gross proceeds2,876,08127,1173,380,41131,30615,008,405139,08721,264,897197,510
Sales load— (467)— — — — — (467)
Total shares/net proceeds2,876,081$26,650 3,380,411$31,306 15,008,405$139,087 21,264,897$197,043 
:

 

 

For the Three Months Ended June 30, 2021

 

 

 

Class S

 

 

Class D

 

 

Class I

 

 

Total

 

($ in thousands, except share amounts)

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

Shares/gross proceeds from the continuous public offering

 

 

2,868,538

 

 

$

27,047

 

 

 

3,044,525

 

 

$

28,196

 

 

 

12,511,653

 

 

$

115,968

 

 

 

18,424,716

 

 

$

171,211

 

Reinvestment of distributions

 

 

7,543

 

 

 

70

 

 

 

12,344

 

 

 

114

 

 

 

25,832

 

 

 

239

 

 

 

45,719

 

 

 

423

 

Total shares/gross proceeds

 

 

2,876,081

 

 

 

27,117

 

 

 

3,056,869

 

 

 

28,310

 

 

 

12,537,485

 

 

 

116,207

 

 

 

18,470,435

 

 

 

171,634

 

Sales load

 

 

-

 

 

 

(467

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(467

)

Total shares/net proceeds

 

 

2,876,081

 

 

$

26,650

 

 

 

3,056,869

 

 

$

28,310

 

 

 

12,537,485

 

 

$

116,207

 

 

 

18,470,435

 

 

$

171,167

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Six Months Ended June 30, 2021

 

 

 

Class S

 

 

Class D

 

 

Class I

 

 

Total

 

($ in thousands, except share amounts)

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

Shares/gross proceeds from the continuous public offering

 

 

2,868,538

 

 

$

27,047

 

 

 

3,368,067

 

 

$

31,192

 

 

 

14,982,573

 

 

$

138,848

 

 

 

21,219,178

 

 

$

197,087

 

Reinvestment of distributions

 

 

7,543

 

 

 

70

 

 

 

12,344

 

 

 

114

 

 

 

25,832

 

 

 

239

 

 

 

45,719

 

 

 

423

 

Total shares/gross proceeds

 

 

2,876,081

 

 

 

27,117

 

 

 

3,380,411

 

 

 

31,306

 

 

 

15,008,405

 

 

 

139,087

 

 

 

21,264,897

 

 

 

197,510

 

Sales load

 

 

-

 

 

 

(467

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(467

)

Total shares/net proceeds

 

 

2,876,081

 

 

$

26,650

 

 

 

3,380,411

 

 

$

31,306

 

 

 

15,008,405

 

 

$

139,087

 

 

 

21,264,897

 

 

$

197,043

 

In accordance with the Company’s share pricing policy, the Company will modify its public offering prices to the extent necessary to comply with the requirements of the 1940 Act, including the requirement that it not sell shares at a net offering price below the net asset value per share unless the Company obtains the requisite approval from its shareholders.


The changes to the Company’sCompany's offering price per share since the commencement of the Company’sCompany's initial continuous public offering and associated effective dates of such changes were as follows:

42

68

Owl Rock Core Income Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued

Class S

Class S

 

Class S

Effective Date

 

Net Offering Price (per share)

 

 

Maximum Upfront Sales Load (per share)

 

 

Maximum Offering Price (per share)

 

Effective DateNet Offering Price (per share)Maximum Upfront Sales Load (per share)Maximum Offering Price (per share)

March 1, 2021

 

$

9.26

 

 

$

0.32

 

 

$

9.58

 

March 1, 2021$9.26 $0.32 $9.58 

April 1, 2021

 

$

9.26

 

 

$

0.32

 

 

$

9.58

 

April 1, 2021$9.26 $0.32 $9.58 

May 1, 2021

 

$

9.26

 

 

$

0.32

 

 

$

9.58

 

May 1, 2021$9.26 $0.32 $9.58 

June 1, 2021

 

$

9.28

 

 

$

0.32

 

 

$

9.60

 

June 1, 2021$9.28 $0.32 $9.60 

Class D

 

Effective Date

 

Net Offering Price (per share)

 

 

Maximum Upfront Sales Load (per share)

 

 

Maximum Offering Price (per share)

 

March 1, 2021

 

$

9.26

 

 

$

0.14

 

 

$

9.40

 

April 1, 2021

 

$

9.26

 

 

$

0.14

 

 

$

9.40

 

May 1, 2021

 

$

9.25

 

 

$

0.14

 

 

$

9.39

 

June 1, 2021

 

$

9.27

 

 

$

0.14

 

 

$

9.41

 

 

 

 

 

 

 

 

 

 

 

 

 

Class I

 

Effective Date

 

Net Offering Price (per share)

 

 

Maximum Upfront Sales Load (per share)

 

 

Maximum Offering Price (per share)

 

Initial offering price

 

$

10.00

 

 

$

 

 

$

10.00

 

March 1, 2021

 

$

9.26

 

 

$

 

 

$

9.26

 

April 1, 2021

 

$

9.26

 

 

$

 

 

$

9.26

 

May 1, 2021

 

$

9.26

 

 

$

 

 

$

9.26

 

June 1, 2021

 

$

9.28

 

 

$

 

 

$

9.28

 

July 1, 2021July 1, 2021$9.30 $0.33 $9.63 
August 1, 2021August 1, 2021$9.30 $0.33 $9.63 
September 1, 2021September 1, 2021$9.30 $0.33 $9.63 
October 1, 2021October 1, 2021$9.31 $0.33 $9.64 
November 1, 2021November 1, 2021$9.32 $0.33 $9.65 
December 1, 2021December 1, 2021$9.31 $0.33 $9.64 
January 1, 2022January 1, 2022$9.33 $0.33 $9.66 
February 1, 2022February 1, 2022$9.33 $0.33 $9.66 
March 1, 2022March 1, 2022$9.27 $0.32 $9.59 
April 1, 2022April 1, 2022$9.24 $0.32 $9.56 
May 1, 2022May 1, 2022$9.23 $0.32 $9.55 
June 1, 2022June 1, 2022$9.02 $0.32 $9.34 

Class D
Effective DateNet Offering Price (per share)Maximum Upfront Sales Load (per share)Maximum Offering Price (per share)
March 1, 2021$9.26 $0.14 $9.40 
April 1, 2021$9.26 $0.14 $9.40 
May 1, 2021$9.25 $0.14 $9.39 
June 1, 2021$9.27 $0.14 $9.41 
July 1, 2021$9.29 $0.14 $9.43 
August 1, 2021$9.29 $0.14 $9.43 
September 1, 2021$9.29 $0.14 $9.43 
October 1, 2021$9.31 $0.14 $9.45 
November 1, 2021$9.32 $0.14 $9.46 
December 1, 2021$9.31 $0.14 $9.45 
January 1, 2022$9.34 $0.14 $9.48 
February 1, 2022$9.33 $0.14 $9.47 
March 1, 2022$9.27 $0.14 $9.41 
April 1, 2022$9.25 $0.14 $9.39 
May 1, 2022$9.24 $0.14 $9.38 
June 1, 2022$9.04 $0.14 $9.18 


69

Owl Rock Core Income Corp.
Notes to Consolidated Financial Statements (Unaudited) - Continued
Class I
Effective DateNet Offering Price (per share)Maximum Upfront Sales Load (per share)Maximum Offering Price (per share)
March 1, 2021$9.26 $— $9.26 
April 1, 2021$9.26 $— $9.26 
May 1, 2021$9.25 $— $9.25 
June 1, 2021$9.27 $— $9.27 
July 1, 2021$9.29 $— $9.29 
August 1, 2021$9.29 $— $9.29 
September 1, 2021$9.29 $— $9.29 
October 1, 2021$9.31 $— $9.31 
November 1, 2021$9.32 $— $9.32 
December 1, 2021$9.31 $— $9.31 
January 1, 2022$9.34 $— $9.34 
February 1, 2022$9.33 $— $9.33 
March 1, 2022$9.27 $— $9.27 
April 1, 2022$9.26 $— $9.26 
May 1, 2022$9.25 $— $9.25 
June 1, 2022$9.05 $— $9.05 

Distributions


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

2022:

 

 

Class S common stock distributions

 

 

Class D common stock distributions

 

 

Class I common stock distributions

 

($ in thousands)

 

Per Share(1)

 

 

Amount

 

 

Per Share(1)

 

 

Amount

 

 

Per Share(1)

 

 

Amount

 

2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31, 2021

 

$

 

 

$

 

 

$

0.05

 

 

$

16

 

 

$

0.05

 

 

$

194

 

April 30, 2021

 

 

0.05

 

 

 

33

 

 

 

0.05

 

 

 

54

 

 

 

0.05

 

 

 

418

 

May 31, 2021

 

 

0.05

 

 

 

91

 

 

 

0.05

 

 

 

101

 

 

 

0.05

 

 

 

558

 

June 30, 2021

 

 

0.05

 

 

 

129

 

 

 

0.05

 

 

 

168

 

 

 

0.05

 

 

 

839

 

Total

 

$

0.15

 

 

$

253

 

 

$

0.20

 

 

$

339

 

 

$

0.20

 

 

$

2,009

 


________________

Class S common stock distributionsClass D common stock distributionsClass I common stock distributions
($ in thousands)
Per Share(1)(2)
Amount
Per Share(1)(2)
Amount
Per Share(2)
Amount
2022
January 31, 2022$0.06 $3,798 $0.06 $1,094 $0.06 $6,348 
February 28, 20220.06 4,593 0.06 1,367 0.06 7,312 
March 31, 20220.06 5,334 0.06 1,673 0.06 8,860 
April 30, 20220.06 6,147 0.06 1,767 0.06 10,893 
May 31, 20220.06 6,896 0.06 2,003 0.06 12,307 
June 30, 20220.06 7,613 0.06 2,110 0.06 13,541 
Total$0.36 $34,381 $0.36 $10,014 $0.36 $59,261 

(1)

Distributions per share are gross of shareholder servicing fees.

(1)Distributions per share are gross of shareholder servicing fees.
(2)Amounts presented differ slightly to actuals due to rounding.


The following table presents cash distributions per share that were declared during the six months ended June 30, 2021:

70

Owl Rock Core Income Corp.
Notes to Consolidated Financial Statements (Unaudited) - Continued
Class S common stock distributionsClass D common stock distributionsClass I common stock distributions
($ in thousands)
Per Share(1)
Amount
Per Share(1)
Amount
Per Share(1)
Amount
2021
March 31, 2021$— $— $0.05 $16 $0.05 $194 
April 30, 20210.05 33 0.05 54 0.05 418 
May 31, 20210.05 91 0.05 101 0.05 558 
June 30, 20210.05 129 0.05 168 0.05 839 
Total$0.15 $253 $0.20 $339 $0.20 $2,009 
(1)Distributions per share are gross of shareholder servicing fees.


On February 23, 2021 the Company’sCompany's Board declared regular monthly distributions for March 2021 through June 2021. The regular monthly cash distributions, each in the gross amount of $0.05145833 per share, are payable on April 28, 2021, May 28, 2021, June 28, 2021 and July 29, 2021 to shareholders of records as of March 31, 2021, April 30, 2021, May 31, 2021 and June 30, 2021, respectively.


On May 5, 2021, the Company’s Board declared regular monthly distributions for July 2021 through September 2021. The regular monthly cash distributions, each in the gross amount of $0.05145833 per share, are payable on August 27, 2021, September 28, 2021, and October 28, 2021 to shareholders of records as of July 31, 2021, August 31, 2021, and September 30, 2021, respectively.


On February 23, 2022, the Company’s Board declared regular monthly distributions for April 2022 through June 2022. The regular monthly cash distributions, each in the gross amount of $0.05580000, $0.05580000, and $0.05580000 per share, are payable on May 31, 2022, June 30, 2022, and July 29, 2022 to shareholders of records of April 30, 2022, May 31, 2022, and June 30, 2022, respectively.

On May 3, 2022, the Company’s Board declared regular monthly distributions for July 2022 through September 2022. The regular monthly cash distributions, each in the gross amount of $0.05580000, $0.05580000, and $0.05580000 per share, are payable on August 26, 2022, September 29, 2022, and October 31, 2022 to shareholders of records of July 31, 2022, August 31, 2022, and September 30, 2022, respectively.

On May 9, 2022, the Company's Board declared special monthly distributions for July 2022 through September 2022. The special monthly cash distributions, each in the gross amount of $0.0020750, $0.0020750, and $0.0020750 per share, are payable on August 26, 2022, September 29, 2022, and October 31, 2022 to shareholders of records of July 31, 2022, August 31, 2022, and September 30, 2022, respectively.

The Company has adopted a distribution reinvestment plan pursuant to which shareholders (except for residents of Alabama, Arkansas, Idaho, Kansas, Kentucky, Maine, Maryland, Massachusetts, Nebraska, New Jersey, North Carolina, Oklahoma, Oregon, Vermont and

43


Owl Rock Core Income Corp.

Notes to Consolidated Financial Statements (Unaudited) – Continued

Washington and clients of participating broker-dealers that do not permit automatic enrollment in the distribution reinvestment plan) will have their cash distributions automatically reinvested in additional shares of the Company’s same class of common stock to which the distribution relates unless they elect to receive their distributions in cash. The Company expects to use newly issued shares to implement the distribution reinvestment plan.

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

Through June 30, 2021,2022, a portion of the Company’s distributions resulted from expense support from the Adviser, and future distributions may result from expense support from the Adviser, each of which is subject to repayment by the Company within three years from the date of payment. The purpose of this arrangement is to avoid distributions being characterized as a return of capital for U.S. federal income tax purposes. Shareholders should understand that any such distribution is not based on the Company’s investment performance, and can only be sustained if the Company achieves positive investment performance in future periods and/or the Adviser continues to provide expense support. Shareholders should also understand that the Company’s future

71

Owl Rock Core Income Corp.
Notes to Consolidated Financial Statements (Unaudited) - Continued
repayments of expense support will reduce the distributions that they would otherwise receive. There can be no assurance that the Company will achieve the performance necessary to sustain these distributions, or be able to pay distributions at all.

Sources of distributions, other than net investment income and realized gains on a U.S. GAAP basis, include required adjustments to U.S. GAAP net investment income in the current period to determine taxable income available for distributions. The following table reflectstables reflect the sources of cash distributions on a U.S. GAAP basis that the Company has declared on its shares of common stock during the six months ended June 30, 2022 and 2021:

 

 

Six Months Ended June 30, 2021

 

 

Source of Distribution

 

Per Share(1)(3)

 

 

Amount(3)

 

 

Percentage

 

 

($ in thousands, except per share amounts)

 

 

 

 

 

 

 

 

 

 

 

 

 

Distributions in excess of net investment income

 

$

0.19

 

 

$

2,595

 

 

 

99.8

 

%

Net realized gain (loss) on investments(2)

 

 

 

 

 

6

 

 

 

0.2

 

 

Total

 

$

0.19

 

 

$

2,601

 

 

 

100.0

 

%


________________

For the Six Months Ended June 30, 2022
Source of Distribution(2)
Per Share(1)
AmountPercentage
($ in thousands, except per share amounts)
Net investment income$0.36 $103,656 100.0 %
Total$0.36 $103,656 100.0 %

(1)

Distributions per share are gross of shareholder servicing fees.

(1)Distributions per share are gross of shareholder servicing fees.
(2)Data in this table is presented on a consolidated basis. Refer to Note 11 "Financial Highlights" for amounts by share class.


For the Six Months Ended June 30, 2021
Source of Distribution(3)
Per Share(1)
AmountPercentage
($ in thousands, except per share amounts)
Distributions in excess of net investment income$0.19 $2,595 99.8 %
Net realized gain (loss) on investments(2)
$— $0.2 %
Total$0.19 $2,601 100.0 %

(2)

The net realized gain (loss) on investments per share for the six months ended June 30, 2021, rounds to less than $0.01 per share.

(3)

Data in this table is presented on a consolidated basis. Refer to Note 11 for amounts by share class.(1)Distributions per share are gross of shareholder servicing fees.

(2)The net realized gain (loss) on investments per share for the six months ended June 30, 2021, rounds to less than $0.01 per share.
(3)Data in this table is presented on a consolidated basis. Refer to Note 11 "Financial Highlights" for amounts by share class.


Share Repurchases


The Board has complete discretion to determine whether the Company will engage in any share repurchase, and if so, the terms of such repurchase. At the discretion of the Board, the Company may use cash on hand, cash available from borrowings, and cash from the sale of its investments as of the end of the applicable period to repurchase shares.

Beginning no later than the third full calendar quarter of 2021, theThe Company intends to commencehas commenced a share repurchase program pursuant to which the Company intends to conduct quarterly repurchase offers to allow its shareholders to tender their shares at a price equal to the net offering price per share for the applicable class of shares on each date of repurchase.

All shares purchased by the Company pursuant to the terms of each offer to repurchase will be retired and thereafter will be authorized and unissued shares. The Company intends to limit the number of shares to be repurchased in each quarter to no more than 5.00% of its’ outstanding shares of common stock.

44

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

72

Owl Rock Core Income Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued

Offer DateClassTender Offer ExpirationTender OfferPurchase Price per ShareShares Repurchased
August 25, 2021DSeptember 30, 2021$55 $9.31 5,933
August 25, 2021ISeptember 30, 2021$291 $9.32 31,255
November 26, 2021SDecember 30, 2021$150 $9.33 16,129
November 26, 2021DDecember 30, 2021$51 $9.34 5,394
November 26, 2021IDecember 30, 2021$1,213 $9.34 129,828
February 25, 2022SMarch 31, 2022$6,001 $9.24 649,420
February 25, 2022DMarch 31, 2022$304 $9.25 32,853
February 25, 2022IMarch 31, 2022$16,978 $9.26 1,833,520
May 25, 2022SJune 30, 2022$8,365 $8.84 946,284
May 25, 2022DJune 30, 2022$1,110 $8.86 125,276 
May 25, 2022IJune 30, 2022$18,414 $8.88 2,073,617 


Note 9. Earnings Per Share


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

 

 

Three Months Ended June 30, 2021

 

 

Six Months Ended June 30, 2021

 

($ in thousands, except per share amounts)

 

Class S common stock

 

 

Class D common stock

 

 

Class I common stock

 

 

Class S common stock

 

 

Class D common stock

 

 

Class I common stock

 

Increase (decrease) in net assets resulting from operations

 

$

344

 

 

$

424

 

 

$

2,329

 

 

$

344

 

 

$

433

 

 

$

2,295

 

Weighted average shares of common stock

   outstanding—basic and diluted

 

 

1,855,501

 

 

 

2,146,434

 

 

 

11,690,142

 

 

 

927,751

 

 

 

1,130,104

 

 

 

6,929,568

 

Earnings (loss) per common share—basic and diluted

 

$

0.19

 

 

$

0.20

 

 

$

0.20

 

 

$

0.37

 

 

$

0.38

 

 

$

0.33

 


Three Months Ended June 30,
20222021
($ in thousands, except per share amounts)Class S common stockClass D common stockClass I common stockClass S common stockClass D common stockClass I common stock
Increase (decrease) in net assets resulting from operations$(36,762)$(8,956)$(54,008)$344 $424 $2,329 
Weighted average shares of common stock outstanding—basic and diluted139,449,179 36,329,375 219,206,555 1,855,501 2,146,434 11,690,142 
Earnings (loss) per common share— basic and diluted$(0.26)$(0.25)$(0.25)$0.19 $0.20 $0.20 

Six Months Ended June 30,
20222021
($ in thousands, except per share amounts)Class S common stockClass D common stockClass I common stockClass S common stockClass D common stockClass I common stock
Increase (decrease) in net assets resulting from operations$(30,601)$(6,998)$(42,556)$344 $433 $2,295 
Weighted average shares of common stock outstanding—basic and diluted116,093,069 30,964,275 176,900,067 927,751 1,130,104 6,929,568 
Earnings (loss) per common share— basic and diluted$(0.26)$(0.23)$(0.24)$0.37 $0.38 $0.33 


Note 10. Income Taxes


The Company intends to electhas elected to be treated as a RIC under Subchapter M of the Code, and intends to operate in a manner so as to qualify for the tax treatment applicable to RICs. To qualify for tax treatment as a RIC thereafter, the Company must, among other things, distribute to its shareholders in each taxable year generally at least 90% of the Company’s investment company taxable income, as defined by the Code, and net tax-exempt income for that taxable year. To maintain tax treatment as a RIC, the Company,
73

Owl Rock Core Income Corp.
Notes to Consolidated Financial Statements (Unaudited) - Continued
among other things, intends to make the requisite distributions to its shareholders, which generally relieves the Company from corporate-level U.S. federal income taxes.

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

For the three and six months ended June 30, 2021, 2022, the Company did not record an expense for U.S. federal excise tax. For the three and six months ended June 30, 2021, the Company did not record an expense for U.S. federal excise tax.


45


Owl Rock Core Income Corp.

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, 2022 and 2021:

For the Six Months Ended June 30,

 

For the Six Months Ended June 30, 2021

 

 

 

20222021

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

 

Class S common stock(8)

 

 

Class D common stock(8)

 

 

Class I common stock

 

 

 

($ in thousands, except share and per share amounts)Class S common stockClass D common stockClass I common stock
Class S common stock(7)
Class D common stock(7)
Class I common stock

Per share data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Per share data:

Net asset value, at beginning of period

 

$

9.26

 

 

$

9.26

 

 

$

9.44

 

 

 

Net asset value, at beginning of period$9.33 $9.33 $9.34 $9.26 $9.26 $9.44 

Results of operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Results of operations:

Net investment income (loss)(1)

 

 

0.26

 

 

 

0.29

 

 

 

0.24

 

 

 

Net investment income (loss)(1)
0.32 0.35 0.36 0.26 0.29 0.24 

Net realized and unrealized gain (loss)(2)

 

 

(0.07

)

 

 

(0.06

)

 

 

(0.18

)

 

 

Net realized and unrealized gain (loss)(2)
(0.45)(0.46)(0.46)(0.07)(0.06)(0.18)

Net increase (decrease) in net assets resulting from operations

 

$

0.19

 

 

$

0.23

 

 

$

0.06

 

 

 

Net increase (decrease) in net assets resulting from operations$(0.13)$(0.11)$(0.10)$0.19 $0.23 $0.06 

Shareholder distributions:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shareholder distributions:

Distributions from net investment income(3)

 

 

(0.15

)

 

 

(0.20

)

 

 

(0.20

)

 

 

Distributions from net investment income(3)
(0.36)(0.36)(0.36)(0.15)(0.20)(0.20)

Distributions from net realized gains(3)(4)

 

 

 

 

 

 

 

 

 

 

 

Distributions from realized gains(3)(8)
Distributions from realized gains(3)(8)
— — — 

Net decrease in net assets from shareholders' distributions

 

$

(0.15

)

 

$

(0.20

)

 

$

(0.20

)

 

 

Net decrease in net assets from shareholders' distributions$(0.36)$(0.36)$(0.36)$(0.15)$(0.20)$(0.20)

Total increase (decrease) in net assets

 

 

0.04

 

 

 

0.03

 

 

 

(0.14

)

 

 

Total increase (decrease) in net assets(0.49)(0.47)(0.46)0.04 0.03 (0.14)

Net asset value, at end of period

 

$

9.30

 

 

$

9.29

 

 

$

9.30

 

 

 

Net asset value, at end of period$8.84 $8.86 $8.88 $9.30 $9.29 $9.30 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Return(5)

 

 

3.9

 

%

 

8.4

 

%

 

6.8

 

%

 

Total return(4)
Total return(4)
(2.2)%(1.6)%(1.4)%3.9 %8.4 %6.8 %

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ratios

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ratios

Ratio of net expenses to average net assets(6)(7)

 

 

4.8

 

%

 

3.3

 

%

 

3.9

 

%

 

Ratio of net investment income to average net assets(7)

 

 

5.8

 

%

 

5.6

 

%

 

5.4

 

%

 

Ratio of net expenses to average net assets(5)(6)
Ratio of net expenses to average net assets(5)(6)
6.9 %6.0 %6.1 %4.8 %3.3 %3.9 %
Ratio of net investments income to average net assets(6)
Ratio of net investments income to average net assets(6)
7.8 %8.1 %8.7 %5.8 %5.6 %5.4 %

Portfolio turnover rate

 

 

3.8

 

%

 

3.8

 

%

 

3.8

 

%

 

Portfolio turnover rate3.9 %3.9 %3.9 %3.8 %3.8 %3.8 %

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental Data

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental Data

Weighted-average shares outstanding

 

 

927,751

 

 

 

1,130,104

 

 

 

6,929,568

 

 

 

Weighted-average shares outstanding116,093,06930,964,275176,900,067927,7511,130,1046,929,568

Shares outstanding, end of period

 

 

2,876,081

 

 

 

3,380,411

 

 

 

16,308,505

 

 

 

Shares outstanding, end of period153,925,43139,130,477242,671,4282,876,0813,380,41116,308,505

Net assets, end of period

 

 

26,739

 

 

$

31,401

 

 

$

151,647

 

 

 

Net assets, end of period$1,360,549 $346,803 $2,154,044 $26,739 $31,401 $151,647 

________________

(1)

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

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

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 period may not agree with the change in the aggregate gains and losses in portfolio securities for the period because of the timing of sales of the Company’s shares in relation to fluctuating market values for the portfolio.

(3)(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 period may not agree with the change in the aggregate gains and losses in portfolio securities for the period because of the timing of sales of the Company’s shares in relation to fluctuating market values for the portfolio.

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

(4)

The distributions from net realized gain (loss) on investments per share for the six months ended June 30, 2021, rounds to less than $0.01 per share.

74

(5)

Total return is not annualized. An investment in the Company is subject to maximum upfront sales load of 3.5% and 1.5% for Class S and Class D common stock, respectively, of the offering price, which will reduce the amount of capital available for investment. Class I common stock is not subject to upfront sales load. Total return displayed is net of all fees, including all operating expenses such as management fees, incentive fees, general and administrative expenses, organization and amortized offering expenses, and interest expenses. Total return is calculated as the change in net asset value (“NAV”) per share (assuming dividends and distributions, if any, are reinvested in accordance with the Company’s dividend reinvestment plan), if any, divided by the beginning NAV per share (which for the purposes of this calculation is equal to the net offering price in effect at that time).

(6)

Operating expenses may vary in the future based on the amount of capital raised, the Adviser’s election to continue expense support, and other unpredictable variables. For the six months ended June 30, 2021, the total operating expenses to average net assets were 9.8%, 8.2% and 10.3%, for Class S, Class D, and Class I common stock, respectively, prior to management

46


Owl Rock Core Income Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued

fee waivers, expense support provided by the Adviser, and expense recoupment paid to the Adviser, if any. Past performance is not a guarantee of future results.

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

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

(8)(4)Total return is not annualized. An investment in the Company is subject to maximum upfront sales load of 3.5% and 1.5% for Class S and Class D common stock, respectively, of the offering price, which will reduce the amount of capital available for investment. Class I common stock is not subject to upfront sales load. Total return displayed is net of all fees, including all operating expenses such as management fees, incentive fees, general and administrative expenses, organization and amortized offering expenses, and interest expenses. Total return is calculated as the change in net asset value (“NAV”) per share (assuming dividends and distributions, if any, are reinvested in accordance with the Company’s dividend reinvestment plan), if any, divided by the beginning NAV per share (which for the purposes of this calculation is equal to the net offering price in effect at that time).

Class S common stock shares were first issued on April 1, 2021. Class D common stock shares were first issued on March 1, 2021.

(5)Operating expenses may vary in the future based on the amount of capital raised, the Adviser’s election to continue expense support, and other unpredictable variables. For the six months ended June 30, 2022, the total operating expenses to average net assets were 7.6%, 6.7% and 6.7%, for Class S, Class D, and Class I common stock, respectively, prior to management fee waivers, expense support provided by the Adviser, and expense recoupment paid to the Adviser, if any. For the six months ended June 30, 2021, the total operating expenses to average net assets were 9.8%, 8.2% and 10.3%, for Class S, Class D, and Class I common stock, respectively, prior to management fee waivers, expense support provided by the Adviser, and expense recoupment paid to the Adviser, if any. Past performance is not a guarantee of future results.
(6)The ratio reflects an annualized amount, except in the case of non-recurring expenses (e.g., initial organization expenses) and offering expenses.
(7)Class S common stock shares were first issued on April 1, 2021. Class D common stock shares were first issued on March 1, 2021.
(8)The distributions from net realized gain (loss) on investments per share for the six months ended June 30, 2021, rounds to less than $0.01 per share.


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:


Amendment to SPV Asset Facility II

On July 11, 2022, the parties to SPV Asset Facility II amended certain terms of the facility, including increasing the aggregate commitment of the Lenders under the facility from $1.650 billion to $1.690 billion and added a lender. On August 3, 2021,1, 2022, the parties to the SPV Asset Facility II further amended certain terms of the facility, including increasing the aggregate commitment of the Lenders under the facility from $1.690 billion to $1.800 billion, making various other changes and adding additional lenders.

Declaration of Special Distributions

On July 14, 2022, the Company's Board of Directors declared special distributions to the Company’s Boardstockholders. These distributions are in addition to those previously declared regular monthly distributions for October 2021 through December 2021. The regular monthly cashand announced. These additional distributions, each in the gross amount of $0.05145833$0.0025000 per share, are payable on NovemberAugust 31, 2022 and September 30, 2021, December 31, 2021, and January 31, 2022 to shareholders of records as of OctoberJuly 31, 2021, November 30, 2021,2022 and DecemberAugust 31, 2021, respectively.

2022.


Equity Raise

As of August 12, 2021,11 2022, the Company has issued 6,552,489164,428,845 shares of its Class S common stock, 4,460,10241,316,339 shares of its Class D common stock, and 21,635,319265,035,483 shares of its Class I common stock and has raised total gross proceeds of $61.8$1,532.6 million, $41.3$382.8 million, and $201.6$2,449.8 million, respectively, including seed capital of $1,000 contributed by its Adviser in September 2020 and approximately $25.0 million in gross proceeds raised from Feeder FIC Equity. In addition, as

Commencement of August 12, 2021,Exchange Offer

On July 25, 2022, the Company has received $133.0 million in subscription payments whichcommenced an offer to exchange each of the September 2026 Notes, the February 2027 Notes, and the March 2025 Notes for newly issued registered notes with substantially similar terms.

Amended and Restated Revolving Credit Facility

On August 11, 2022, the Company accepted on August 2, 2021entered into an Amended and Restated Senior Secured Revolving Credit Agreement (the "A&R Revolver"), which is pendingamends and restates the Company’s determinationRevolver in its entirety. The parties to the A&R Revolver include the Company, as Borrower, the lenders from time to time parties thereto and Sumitomo Mitsui Banking Corporation as Administrative Agent. The A&R Revolver provides for among other things, (a) an upsize of the netaggregate principal amount of the revolving credit commitments under the A&R Revolver from $1.175 billion to $1.550 billion, (b) an upsize of the accordion feature, subject to the satisfaction of
75

Owl Rock Core Income Corp.
Notes to Consolidated Financial Statements (Unaudited) - Continued
various conditions, which could bring total commitments under the A&R Revolver from up to $1.300 billion to up to $2.325 billion, (c) an upsize of the swingline subfacility from $50 million to $200 million, (d) an extension of the revolver availability period from April 2025 to August 2026, (e) an extension of the scheduled maturity date from April 2026 to August 2027, (f) the removal of all maintenance financial covenants other than the minimum shareholders' equity test and the asset value per share applicable to such purchase.


47


coverage ratio test and (g) a reset of the minimum shareholders' equity test.




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 Core Income Corp. 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, 20202021 and in “ITEM 1A. RISK FACTORS”. This discussion also should be read in conjunction with the “Cautionary Statement Regarding Forward Looking Statements” set forth on page 3 of this Quarterly Report on Form 10-Q. Actual results could differ materially from those implied or expressed in any forward-looking statements.


Overview


Owl Rock Core Income Corp. (the “Company”, “we”, “us”, or “our”) is an externally managed, non-diversified closed-end management investment company that has elected to be treated as a business development company (“BDC”) under the 1940 Act. Formed as a Maryland corporation on April 22, 2020, we are externally managed by Owl Rock Capital Advisors LLC (the “Adviser”) which is responsible for sourcing potential investments, conducting due diligence on prospective investments, analyzing investment opportunities, structuring investments and monitoring our portfolio on an ongoing basis. The Adviser is registered as an investment adviser with the Securities and Exchange Commission (“SEC”). We intend to electhave elected to be treated as a RIC under Subchapter M of the Code, and we intend to operate in a manner so as to qualify for the tax treatment applicable to RICs thereafter.RICs. On October 23, 2020, we formed a wholly-owned subsidiary, OR Lending IC LLC, a Delaware limited liability company.company, which holds a California finance lenders license. OR Lending IC LLC makes loans to borrowers headquartered in California. From time to time we may form wholly-owned subsidiaries to facilitate the normal course of business.

We are managed by our Adviser. Our Adviser is 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. Our 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”). Subject to the overall supervision of our Board, our Adviser manages the day-to-day operations of, and provides investment advisory and management services, to us. The Adviser or its affiliates may engage in certain organizational activities and receive attendant arrangement, structuring or similar fees. Our Adviser is responsible for managing our business and activities, including sourcing investment opportunities, conducting research, performing diligence on potential investments, structuring our investments, and monitoring our portfolio companies on an ongoing basis through a team of management professionals. Our Board consists of six directors, five of whom are independent.


We have received an exemptive order that permits us to offer multiple classes of shares of common stock and to impose asset-based servicing and distribution fees and early withdrawal fees. We areOn September 30, 2020, the Advisor purchased 100 shares of our Class I common stock at $10.00 per share, which represents the initial public offering price. The Adviser will not tender these shares for repurchase as long as the Adviser remains the investment adviser of the Company. There is no current intention for the Adviser to discontinue its role. On October 15, 2020, we received a subscription agreement, totaling $25.0 million for the purchase of Class I common shares of our common stock from Owl Rock Feeder FIC ORCIC Equity LLC (“Feeder FIC Equity”), an entity affiliated with the Adviser. On November 12, 2020, we commenced our initial public offering pursuant to which we offered, on a continuous basis, $2,500,000,000 in any combination of amount of shares of Class S, Class D and Class I common stock. On November 12, 2020, we sold 700,000 shares pursuant to the subscription agreement with Feeder FIC Equity and met the minimum offering requirement for our continuous public offering of $2.5 million. The purchase price of these shares sold in the private placement was $10.00 per share. As of March 31, 2021, we had called all of the $25.0 million commitment from Feeder FIC Equity. On February 14, 2022, we commenced our follow-on offering, on a best efforts, continuous basis, of up to $2,500,000,000$7,500,000,000 in any combination of amount of shares of Class S, Class D and Class I common stock. The share classes have different upfront selling commissions and ongoing servicing fees. Each class of common stock will be offered through Blue Owl Securities LLC (d/b/a Blue Owl Securities) (the “Dealer Manager”). The Dealer Manager is entitled to receive upfront selling commissions of up to 3.50% of the offering price of each Class S share sold in the offering and 1.50% of the offering price of each Class D share sold. Class I shares are not subject to upfront selling commissions. Any upfront selling commissions for the Class S shares and Class D shares sold in the offering will be deducted from the purchase price. Class S, Class D and Class I shares were offered at initial purchase prices per shares of $10.35, $10.15 and $10.00, respectively. Thereafter,
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Currently, the purchase price per share for each class of common stock will vary andvaries, but will not be sold at a price below the Company’sour net asset value per share of such class, as determined in accordance with the Company’sour share pricing policy, plus applicable upfront selling commissions.

On September 30, 2020, the Advisor purchased 100 shares of our Class I common stock at $10.00 per share, which represents the initial public offering price. The Adviser will not tender these shares for repurchase as long as Owl Rock Capital Advisors LLC remains the investment adviser of Owl Rock Core Income Corp. There is no current intention for Owl Rock Capital Advisors LLC to discontinue its role. On October 15, 2020, we received a subscription agreement, totaling $25.0 million for the purchase of Class I common shares We also engage in private placements of our common stock from Feeder Owl Rock Feeder FIC ORCIC Equity LLC (“Feeder FIC Equity”), an entity affiliated with the Adviser. As of June 30, 2021, the Company had called all of the $25.0 million commitment from Feeder FIC Equity.

We commenced our continuous public offering of up to $2,500,000,000 in any combination of amount of shares of Class S, Class D, and Class I common stock on November 12, 2020. On November 12, 2020, we sold 700,000 shares pursuant to the subscription agreement with Feeder FIC Equity and met the minimum offering requirement for our continuous public offering of $2.5 million. The purchase price of these shares sold in the private placement was $10.00 per share. stock.


Since meeting the minimum offering requirement and commencing our continuous public offering through June 30, 2021, the Company has2022, we have issued 2,868,538154,260,988 shares of Class S common stock, 3,368,06738,744,127 shares of Class D common stock, and 16,282,774244,521,750 shares of Class I common stock for gross proceeds of $27.0$1,441.8 million, $31.2$360.0 million, and $151.8$2,267.7 million, respectively, including $1,000 of seed capital contributed by our Adviser in September 2020, and approximately $25.0 million in gross proceeds raised in the private placement from Feeder FIC Equity.Equity, and 8,578,458 shares of our Class I common stock issued in a private placement issued to feeder vehicles primarily created to hold our Class I shares for gross proceeds of approximately $79.3 million. The shares

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purchased by the Adviser and Feeder FIC Equity are subject to a lock-up pursuant to FINRA Rule 5110(e)(1) for a period of 180 days from the date of commencement of sales in the offering, and the Adviser, Feeder FIC Equity, and their permitted assignees may not engage in any transaction that would result in the effective economic disposition of the Class I shares.


Our Adviser also serves as investment adviser to Owl Rock Capital Corporation and Owl Rock Capital Corporation II.


Blue Owl consists of twothree divisions: (1) Owl Rock, which focuses on direct lending, and(2) Dyal, which focuses on providing capital to institutioninstitutional alternative asset managers.managers and (3) Oak Street, which focuses on real estate strategies. Owl Rock is comprised of the Adviser, Owl Rock Technology Advisors LLC (“ORTA”), Owl Rock Capital Private Fund Advisors LLC (“ORPFA”), Owl Rock Technology Advisors II LLC ("ORTA II"), and Owl Rock Diversified Advisors LLC (“ORDA”). and includes Wellfleet. 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 Adviser, ORTA, ORPFA, ORTA II, and ORDA, the “Owl Rock Advisers” are investment advisers.


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.

In addition, we and the Adviser have entered into a dealer manager agreement with Blue Owl Securities and certain participating broker dealers to solicit capital.


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 to our Adviser and its affiliates have been granted exemptive relief by the SEC to permit us to co-invest with other funds managed by our Adviser or certain of its affiliates, the Owl Rock Clientsaffiliate 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 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,
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2020 (the “Temporary Relief), we were permitted, subject to the satisfaction of certain conditions, to complete follow-on investmentsco-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 otherprivate funds haddid not previously investedhave an investment in such existing portfolio company. Without this order,the Temporary Relief, such private funds would not be able to participate in such follow-on investmentsco-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 hasTemporary Relief expired on December 31, 2020, the SEC’sSEC's Division of Investment Management hashad indicated that until March 31, 2022, it willwould not recommend enforcement action, to the extent that any BDC with an existing coinvestmentco-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 Temporary Relief is no longer effective; however, we have filed an application to amend our existing Order to permit us to continue to co-invest in our existing portfolio companies with certain affiliates that are private funds if such private funds did not have an investment in such existing portfolio company. We have received a notice with respect to our amended exemptive order; however, there can be no assurance if and when we will receive the amended exemptive order. The Owl Rock Advisers` investment allocation policy seeks to ensure equitable allocation of investment opportunities between us and/or other funds managed by our Adviser or its affiliates. As a result of the exemptive relief,Order, there could be significant overlap in our investment

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portfolio and the investment portfolio of other funds managed by Owl Rockthe Adviser or its affiliates that could avail themselves of exemptive relief and that have an investment objective similar to ours.


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


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

source of income limitations;

asset diversification requirements; and

the requirement to distribute (or be treated as distributing) in each taxable year at least 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 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 tomay in the future cause, business shutdowns and cancellations of events and travel. In addition, while consumer demand for goods and serviceseconomic 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 overallUkraine and elements of geopolitical, economic and financial market instability both globally and in the United States. Such effects will likely continue forIn the durationevent 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,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 flexibility to work from home based on current conditions and for some period thereafter.

Wewe 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 $29.8$63.7 billion aggregate principal amount of investments, of which $27.8$60.1 billion aggregate principal amount of investments prior to any subsequent exits or repayments, was
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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. upper 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-related securities including warrants, preferred stock and similar forms of senior equity.

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


We define “middle market companies” generally to mean companies with earnings before interest expense, income tax expense, depreciation and amortization, or “EBITDA,” between $10 million and $250 million annually and/or annual revenue of $50 million to $2.5 billion at the time of investment, although we may on occasion invest in smaller or larger companies if an opportunity presents itself.


We expect that generally our portfolio composition will be majority debt or income producing securities, which may include “covenant-lite” loans (as defined below), with a lesser allocation to equity or equity-linked opportunities, including publicly traded debt instruments.instruments, which we may hold directly or through special purposes vehicles. These investments may include high-yield bonds, which are often referred to as “junk bonds”, and broadly syndicated loans. In addition, we may invest a portion of our portfolio in opportunistic investments such as in large U.S. companies or foreign companies,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 additional portfolio companies which we are considered to control. These investments may include high-yield bonds and broadly-syndicated loans, including publicly traded debt instruments, which are typically originated and structured by banks on behalf of large corporate borrowers with employee counts, revenues, EBITDAs and enterprise values larger than the middle-market characteristics described above. Our portfolio composition may fluctuate from time to time based on market conditions and interest rates. We generally intend to investment in companies with low loan-to-valueloan to value ratios, which we consider to be 50% or lower.

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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”“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 that comprise 1-2% of our portfolio (with no individual portfolio company generally expected to comprise greater than 5% of our portfolio). As of June 30, 2021,2022, our average investment size in each of our portfolio companies was approximately $8.4$45.7 million based on fair value. As of June 30, 2021,2022, excluding certain investments that fall outside our typical borrower profile, our portfolio companies representing 87.6%85.3% of our total debt portfolio based on fair value, had weighted average annual revenue of $1.1 billion and$798.4 million, weighted average annual EBITDA of $228 million.

$196.2 million and an average interest coverage of 3.3x.


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 “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.


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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, 100.0%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 of floating rate loans, and our credit facility bears interest at a floating rate. Macro trends in base interest rates like London Interbank Offered Rate (“LIBOR”) the Secured Overnight Financing Rate ("SOFR") and any other 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

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prepayment premiums on loans as interest income. We may also generate revenue in the form of commitment, loan origination, structuring, or due diligence fees, fees for providing managerial assistance to our portfolio companies and possibly consulting fees.


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


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


Expenses


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


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


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

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

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

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

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

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

costs of hedging;

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

escrow agent, transfer agent and custodial fees and expenses;

fees and expenses associated with marketing efforts;

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

federal, state and local taxes;

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

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

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

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

commissions and other compensation payable to brokers or dealers;

research and market data;

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

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

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

costs of winding up;

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

extraordinary expenses (such as litigation or indemnification); and

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


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


Expense Support and Conditional Reimbursement Agreement


We have entered into an Expense Support and Conditional Reimbursement Agreement (the “Expense Support Agreement”) with the Adviser, the purpose of which is to ensure that no portion of our distributions to shareholders will represent a return of capital for tax purposes. The Expense Support Agreement became effective as of November 12, 2020, the date that the Company met the minimum offering requirement.

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


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

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


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


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


No Reimbursement Payment for any quarter will be made if: (1) the “Effective Rate of Distributions Per Share” (as defined below) declared by us at the time of such Reimbursement Payment is less than the Effective Rate of Distributions Per Share at the time the Expense Payment was made to which such Reimbursement Payment relates, or (2) our “Operating Expense Ratio” (as

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defined below) at the time of such Reimbursement Payment is greater than the Operating Expense Ratio at the time the Expense Payment was made to which such Reimbursement Payment relates. Pursuant to the Expense Support Agreement, “Effective Rate of Distributions Per Share” means the annualized rate (based on a 365 day year) of regular cash distributions per share exclusive of returns of capital, distribution rate reductions due to distribution and shareholder fees, and declared special dividends or special distributions, if any. The “Operating Expense Ratio” is calculated by dividing Operating Expenses, less organizational and offering expenses, base management and incentive fees owed to Adviser, and interest expense, by our net assets.


The specific amount of expenses reimbursed by the Adviser, if any, will be determined at the end of each quarter. We or the Adviser will be able to terminate the Expense Support Agreement at any time, with or without notice. The Expense Support Agreement will automatically terminate in the event of (a) the termination of the Investment Advisory Agreement, or (b) a determination by our Board to dissolve or liquidate the Company. Upon termination of the Expense Support Agreement, we will be required to fund any Expense Payments that have not been reimbursed by us to the Adviser. As of June 30, 2021,2022, the amount of Expense Support payments provided by our Adviser since inception is $2.6$9.4 million.


Fee Waivers

On September 30, 2020, the Adviser agreed to waive 100% of the base management fee for the quarter ended December 31, 2020. Any portion of the base management fee waived will not be subject to recoupment.


On February 23, 2021, the Adviser agreed to waive 100% of the base management fee for the quarter ended March 31, 2021. Any portion of the base management fee waived will not be subject to recoupment.


Reimbursement of Administrative Services


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

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Leverage


The amount of leverage we use in any period depends on a variety of factors, including cash available for investing, the cost of financing and general economic and market conditions. We haveOn September 30, 2020, we received approvalsshareholder approval that allowallowed us to reduce our asset coverage ratio to 150%. effective October 1, 2020. and in connection with their subscription agreements, our investors are required to acknowledge our ability to operate with an asset coverage ratio that may be as low as 150%. As a result, we generally will be permitted, under specified conditions, to issue multiple classes of indebtedness and one class of stock senior to the common stock if our asset coverage, as defined in the 1940 Act, would at least be equal to 150% immediately after each such issuance. This reduced asset coverage ratio permits us to double the amount of leverage we can incur. For example, under a 150% asset coverage ratio we may borrow $2 for investment purposes of every $1 of investor equity whereas under a 200% asset coverage ratio we may only borrow $1 for investment purposes for every $1 of investor equity.


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


Market Trends


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


Limited Availability of Capital for Middle-Market Companies. We believe that regulatory and structural 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-emphasizedde- 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

54


and high yield securities for middle-market issuers as they seek to meet existing and future regulatory capital requirements. We also believe that there isare 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 aredo not issuingissue debt in amounts large enough to be attractively sized bonds. High yield bonds are generally purchased by institutional investors who, among other things, are focused on the liquidity characteristics ofthe 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 typically is 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 demand 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.

83



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 2nd4th quarter 20202021 Middle Market Indicator, there are approximately 200,000 U.S. middle market companies, which have approximately 48 million aggregate employees. Moreover, the U.S. middle market accounts for one-third of private sector gross domestic product
(“GDP”). GE defines U.S. middle market companies as those between $10 million and $1 billion in annual revenue, which we believe has significant overlap with our definition of U.S. middle market companies.

Attractive Investment Dynamics. An imbalance between the supply of, and demand for, middle market debt capital creates attractive pricing dynamics. We believe the directly negotiated nature of middle market financings also generally provides more favorable terms to the lender, including stronger covenant and reporting packages, better call protection, and lender-protective change of control provisions. Additionally, we believe BDC managers’ expertise in credit selection and ability to manage through credit cycles has generally resulted in BDCs experiencing lower loss rates than U.S. commercial banks through credit cycles. Further, we believe that historical middle market default rates have been lower, and recovery rates have been higher, as compared to the larger market capitalization, broadly distributed market, leading to lower cumulative losses. Lastly, we believe that in the current environment, as the economy reopens following the economic shutdown resulting from the COVID-19 national health emergency, lenders with available capital may be able to take advantage of attractive investment opportunities as the economy reopens and may be able to achieve improved economic spreads and documentation terms.


Conservative Capital Structures. Following the credit crisis, which we define broadly as occurring between mid-2007 and mid-2009,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

55


higher levels of cash flows available to service their debt. In addition, U.S. middle market companies often are characterized by simpler capital structures than larger borrowers, which facilitates a streamlined underwriting process and, when necessary, restructuring process.


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


Portfolio and Investment Activity


As of June 30, 2021,2022, based on fair value, our portfolio consisted of 71.3%80.6% first lien senior secured debt investments (of which we consider 13%47.0% to be unitranche debt investments (including “last-out”"last-out" portions of such loans)), 25.0%10.7% second-lien senior secured debt investments, 0.5%2.4% unsecured debt investments, 2.6%4.9% preferred equity investments, and 0.6%1.4% common equity investments.


As of June 30, 2021,2022, our weighted average total yield of the portfolio at fair value and amortized cost was 6.1%7.9% and 6.2%7.8%, respectively, and our weighted average yield of debt and income producing securities at fair value and amortized cost was 6.1%8.0% and 6.2%7.9%, respectively.


As of June 30, 20212022 we had investments in 50185 portfolio companies with an aggregate fair value of $420.7 million.

Based on current market conditions,$8.5 billion. As of June 30, 2022, we had net leverage of 1.19x debt-to-equity and we target net leverage of 0.90x-1.25x debt-to-equity.


We expect the pace of our investment activities, including originations and repayments, may vary. Currently, the strength of the financing and merger and acquisitions markets, coupledto vary with the improved operationalpace of repayments and financial performance of portfolio companies as COVID restrictions have eased,the pace at which we raise funds in our public and private offerings. Currently, rapidly rising interest rates, reduced refinancing activity and market uncertainty has led to a decline in mergers and acquisitions and other public market activity which in turn has led to decreased repayments over the quarter; however, because we have continued to raise funds in our public and private offerings, the pace of our originations is strong. We continue to focus on investing in industries we view as recession resistant and that we are familiar with, including service oriented sectors such as software, insurance and healthcare, and the credit quality of our portfolio remains consistent. In addition, Owl Rock continues to have the opportunity to invest in large unitranche transactions in excess of $1 billion in size which gives us the ability to structure the terms
84


and spreads of such deals. Subsequent to quarter end we invested in an aircraft and rail car leasing platform. We may continue to invest in specialty financing portfolio companies. These companies may use our capital to support acquisitions which could lead to increased originations, an active pipelinedividend income.

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 opportunities and an increased demand for unitranche debt investments.


56


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 impact of interest rates exceeding our interest rate floors.


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

 

 

 

 

 

($ in thousands)

 

For the Three Months Ended June 30, 2021

 

New investment commitments

 

 

 

 

Gross originations

 

$

362,600

 

Less: Sell downs

 

 

(1,250

)

Total new investment commitments

 

$

361,350

 

Principal amount of investments funded:

 

 

 

 

First-lien senior secured debt investments

 

$

237,153

 

Second-lien senior secured debt investments

 

 

101,500

 

Unsecured debt investments

 

 

 

Preferred equity investments

 

 

10,985

 

Common equity investments

 

 

1,928

 

Total principal amount of investments funded

 

$

351,566

 

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

 

27

 

Average new investment commitment amount

 

$

13,067

 

Weighted average term for new investment commitments

   (in years)

 

 

6.5

 

Percentage of new debt investment commitments at

   floating rates

 

 

100.0

%

Percentage of new debt investment commitments at

   fixed rates

 

 

 

Weighted average interest rate of new debt investment

   commitments(2)

 

 

5.9

%

Weighted average spread over LIBOR of new floating rate debt

   investment commitments

 

 

5.2

%


________________





For the Three Months Ended June 30,
($ in thousands)20222021
New investment commitments
Gross originations$3,851,121 $362,600 
Less: Sell downs(227,924)(1,250)
Total new investment commitments$3,623,197 $361,350 
Principal amount of investments funded:
First-lien senior secured debt investments$2,290,127 $237,153 
Second-lien senior secured debt investments218,526 101,500 
Unsecured debt investments63,865 — 
Preferred equity investments166,062 10,985 
Common equity investments31,034 1,928 
Total principal amount of investments funded$2,769,614 $351,566 
Principal amount of investments sold or repaid:
First-lien senior secured debt investments$(76,030)$— 
Second-lien senior secured debt investments— — 
Unsecured debt investments— — 
Preferred equity investments— — 
Common equity investments— — 
Total principal amount of investments sold or repaid$(76,030)$— 
Number of new investment commitments in new portfolio companies(1)
51 27 
Average new investment commitment amount$42,146 $13,067 
Weighted average term for new investment commitments
   (in years)
5.2 6.5 
Percentage of new debt investment commitments at
   floating rates
99.1 %100.0 %
Percentage of new debt investment commitments at
   fixed rates
0.9 %— %
85


For the Three Months Ended June 30,
($ in thousands)20222021
Weighted average interest rate of new debt investment
   commitments(2)(3)
7.8 %5.9 %
Weighted average spread over applicable base rate of new floating rate debt investment commitments5.7 %5.2 %

(1)

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

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

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% as of June 30, 2021.

(2)For the three months ended June 2021, 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% as of June 30, 2021.
(3)For the three months ended June 30, 2022, assumes each floating rate commitment is subject to the greater of the interest rate floor (if applicable) or 3-month SOFR, which was 2.12% as of June 30, 2022.

Investments at fair value and amortized cost consisted of the following as of June 30, 20212022 and December 31, 2020:

2021:

 

 

June 30, 2021

 

 

December 31, 2020

 

 

($ in thousands)

 

Amortized Cost

 

 

Fair Value

 

 

Amortized Cost

 

 

Fair Value

 

 

First-lien senior secured debt investments

 

$

299,521

 

 

$

299,908

 

(1)

$

9,404

 

 

$

9,404

 

(2)

Second-lien senior secured debt investments

 

 

104,818

 

 

 

105,203

 

 

 

4,233

 

 

 

4,232

 

 

Unsecured debt investments

 

 

2,080

 

 

 

2,112

 

 

 

22

 

 

 

22

 

 

Preferred equity investments(3)

 

 

11,059

 

 

 

11,049

 

 

 

296

 

 

 

295

 

 

Common equity investments(3)

 

 

2,398

 

 

 

2,461

 

 

 

423

 

 

 

423

 

 

Total Investments

 

$

419,876

 

 

$

420,733

 

 

$

14,378

 

 

$

14,376

 

 


________________

June 30, 2022December 31, 2021
($ in thousands)Amortized CostFair ValueAmortized Cost   Fair Value
First-lien senior secured debt investments$6,934,459 $6,809,423 (1)$2,490,219 $2,491,334 (2)
Second-lien senior secured debt investments946,684 900,730 496,559 498,247 
Unsecured debt investments214,522 201,174 2,164 2,116 
Preferred equity investments422,634 411,936 56,696 56,970 
Common equity investments128,574 127,965 71,259 71,705 
Total Investments$8,646,873 $8,451,228 $3,116,897 $3,120,372 

(1)

13% of which we consider unitranche loans.

(2)

51%(1)47.0% of which we consider unitranche loans.

(3)

As of December 31, 2020, preferred equity investments and common equity investments were reported in aggregate as equity investments.(2)66.7% of which we consider unitranche loans.


57



The table below describes investments by industry composition based on fair value as of June 30, 20212022 and December 31, 2020:

2021:

 

 

June 30, 2021

 

 

December 31, 2020

 

 

Aerospace and defense

 

 

2.4

 

%

 

-

 

%

Automotive

 

 

4.9

 

 

 

-

 

 

Buildings and real estate

 

 

4.7

 

 

 

-

 

 

Business services

 

 

1.2

 

 

 

6.0

 

 

Chemicals

 

 

2.9

 

 

 

6.8

 

 

Consumer products

 

 

8.1

 

 

 

6.8

 

 

Containers and packaging

 

 

1.9

 

 

 

-

 

 

Distribution

 

 

1.5

 

 

 

9.1

 

 

Education

 

 

2.9

 

 

 

-

 

 

Financial services

 

 

0.9

 

 

 

12.2

 

 

Food and beverage

 

 

15.2

 

 

 

-

 

 

Healthcare equipment and services

 

 

1.7

 

 

 

18.7

 

 

Healthcare providers and services

 

 

4.8

 

 

 

10.5

 

 

Healthcare technology

 

 

1.1

 

 

 

-

 

 

Household products

 

 

2.3

 

 

 

-

 

 

Infrastructure and environmental services

 

 

17.2

 

 

 

-

 

 

Insurance

 

 

3.0

 

 

 

-

 

 

Internet software and services

 

 

11.0

 

 

 

16.4

 

 

Manufacturing

 

 

6.2

 

 

 

6.8

 

 

Professional services

 

 

1.0

 

 

 

-

 

 

Specialty retail

 

 

4.9

 

 

 

-

 

 

Telecommunications

 

 

0.2

 

 

 

6.7

 

 

Total

 

 

100.0

 

%

 

100.0

 

%


June 30, 2022December 31, 2021
Advertising and media1.0 %2.8 %
Aerospace and defense0.4 0.5 
Automotive1.1 1.7 
Buildings and real estate5.2 4.0 
Business services7.5 7.7 
Chemicals1.8 3.4 
Consumer products3.4 3.6 
Containers and packaging4.5 4.8 
Distribution3.4 1.7 
Education2.0 0.2 
Energy equipment and services0.3 — 
Financial services4.3 4.3 
Food and beverage7.5 1.5 
Healthcare equipment and services5.4 4.1 
Healthcare providers and services11.2 8.6 
Healthcare technology6.5 7.0 
86


Household products2.8 0.3 
Human resource support services1.4 4.0 
Infrastructure and environmental services1.2 0.9 
Insurance7.1 12.4 
Internet software and services11.7 12.3 
Leisure and entertainment1.3 3.0 
Manufacturing2.3 2.4 
Professional services2.4 3.6 
Specialty retail3.7 4.8 
Telecommunications0.2 0.1 
Transportation0.4 0.3 
Total100.0 %100.0 %




The table below describes investments by geographic composition based on fair value as of June 30, 20212022 and December 31, 2020:

2021:

 

 

June 30, 2021

 

 

December 31, 2020

 

 

United States:

 

 

 

 

 

 

 

 

 

Midwest

 

 

41.7

 

%

 

19.7

 

%

Northeast

 

 

22.2

 

 

 

37.7

 

 

South

 

 

17.7

 

 

 

26.7

 

 

West

 

 

15.9

 

 

 

15.9

 

 

International

 

 

2.5

 

 

 

-

 

 

Total

 

 

100.0

 

%

 

100.0

 

%


June 30, 2022December 31, 2021
United States:
Midwest22.9 %22.8 %
Northeast17.5 17.1 
South33.3 28.0 
West19.4 26.8 
International6.9 5.3 
Total100.0 %100.0 %


The weighted average yields and interest rates of our investments at fair value as of June 30, 20212022 and December 31, 20202021 were as follows:

 

June 30, 2021

 

 

December 31, 2020

 

 

June 30, 2022December 31, 2021

Weighted average total yield of portfolio

 

 

6.1

 

%

 

8.0

 

%

Weighted average total yield of portfolio7.9 %7.1 %

Weighted average total yield of debt and income producing

securities

 

 

6.1

 

%

 

8.4

 

%

Weighted average total yield of debt and income producing securities8.0 %7.3 %

Weighted average interest rate of debt securities

 

 

5.9

 

%

 

7.9

 

%

Weighted average interest rate of debt securities7.3 %6.8 %

Weighted average spread over LIBOR of all floating rate

investments

 

 

5.2

 

%

 

7.0

 

%

Weighted average spread over base rate of all floating rate investmentsWeighted average spread over base rate of all floating rate investments5.6 %6.0 %

58




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 a portion of our investment portfolio and is calculated before the payment of all of our and our subsidiaries’ fees and expenses. The weighted average yield was computed using the effective interest rates as of each respective date, including accretion of original issue discount and loan origination fees, but excluding investments on non-accrual status, if any. There can be no assurance that the weighted average yield will remain at its current level.


Our Adviser monitors our portfolio companies on an ongoing basis. It monitors the financial trends of each portfolio company to determine if they are meeting their respective business plans and to assess the appropriate course of action with respect to each
87


portfolio company. Our Adviser has several methods of evaluating and monitoring the performance and fair value of our investments, which may include the following:


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

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

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

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


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


Investment Rating

Description

1

Investment Rating    

Description    

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

2

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

3

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

4

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

5

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


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

59


88


The following table shows the composition of our portfolio on the 1 to 5 rating scale as of June 30, 20212022 and December 31, 2020:

2021
:

 

 

June 30, 2021

 

 

December 31, 2020

 

 

Investment Rating

 

Fair Value

 

 

Percentage

 

 

Fair Value

 

 

Percentage

 

 

($ in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1

 

$

981

 

 

 

0.2

 

%

$

 

 

 

 

%

2

 

 

419,752

 

 

 

99.8

 

 

 

14,376

 

 

 

100.0

 

 

3

 

 

 

 

 

 

 

 

 

 

 

 

 

4

 

 

 

 

 

 

 

 

 

 

 

 

 

5

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

420,733

 

 

 

100.0

 

%

$

14,376

 

 

 

100.0

 

%


June 30, 2022December 31, 2021
Investment RatingFair ValuePercentageFair ValuePercentage
($ in thousands)
1$123,709 1.5 %$22,380 0.7 %
28,302,382 98.2 %3,088,498 99.0 %
316,697 0.2 %9,494 0.3 %
48,440 0.1 %— — %
5— — — — %
Total$8,451,228 100.0 %$3,120,372 100.0 %

The following table shows the amortized cost of our performing and non-accrual debt investments as of June 30, 20212022 and December 31, 2020:

2021
:

 

 

June 30, 2021

 

 

December 31, 2020

 

 

($ in thousands)

 

Amortized Cost

 

 

Percentage

 

 

Amortized Cost

 

 

Percentage

 

 

Performing

 

$

406,419

 

 

 

100.0

 

%

$

13,659

 

 

 

100.0

 

%

Non-accrual

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

406,419

 

 

 

100.0

 

%

$

13,659

 

 

 

100.0

 

%


June 30, 2022December 31, 2021
($ in thousands)Amortized CostPercentageAmortized CostPercentage
Performing$8,095,665 100.0 %$2,988,942 100.0 %
Non-accrual— — %— — %
Total$8,095,665 100 %$2,988,942 100 %

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



Results of Operations


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

($ in thousands)

 

Three Months Ended June 30, 2021

 

 

Six Months Ended June 30, 2021

 

Total Investment Income

 

$

3,667

 

 

$

4,013

 

Less: Net Operating Expenses

 

 

1,361

 

 

 

1,782

 

Net Investment Income (Loss)

 

 

2,306

 

 

 

2,231

 

Net realized gain (loss)

 

 

(12

)

 

 

7

 

Net change in unrealized gain (loss)

 

 

803

 

 

 

834

 

Net Increase (Decrease) in Net Assets Resulting from Operations

 

$

3,097

 

 

$

3,072

 


For the Three Months Ended June 30,For the Six Months Ended June 30,
($ in thousands)2022202120222021
Total Investment Income$128,921 $3,667 $199,066 $4,013 
Less: Net Operating Expenses59,848 1,361 87,402 1,782 
Net Investment Income (Loss) Before Taxes69,073 2,306 111,664 2,231 
Less: Income taxes, including excise taxes— — — — 
Net Investment Income (Loss) After Taxes69,073 2,306 111,664 2,231 
Net realized gain (loss)131 (12)568 
Net change in unrealized gain (loss)(168,930)803 (192,387)834 
Net Increase (Decrease) in Net Assets Resulting from Operations$(99,726)$3,097 $(80,155)$3,072 

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 deprecation on the investment portfolio. Additionally, we were initially capitalized on September 30, 2020 and commenced investing activities on November 10, 2020. As a result, comparisons may not be meaningful.

60

89



Investment Income


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

 

 

 

 

 

 

 

 

 

($ in thousands)

 

Three Months Ended June 30, 2021

 

 

Six Months Ended June 30, 2021

 

Interest income from investments

 

$

3,498

 

 

$

3,828

 

Other income

 

 

169

 

 

 

185

 

Total investment income

 

$

3,667

 

 

$

4,013

 


For the Three Months Ended June 30,For the Six Months Ended June 30,
($ in thousands)2022202120222021
Interest income$110,034 $3,497 $170,448 $3,734 
PIK interest income7,195 12,171 94 
Dividend income5,777 163 8,663 140 
Other income5,915 7,784 45 
Total investment income$128,921 $3,667 $199,066 $4,013 
For the Three Months Ended June 30, 2022 and 2021

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 interest obtained in connection with originated loans, such as options, warrants or conversion rights. Investment income increased to $128.9 million for the three months ended June 30, 2022 from $3.7 million for the same period in prior year primarily due to an increase in interest income as a result of an increase in our debt investment portfolio which, at par, increased from $0.4 billion as of June 30, 2021 to $8.2 billion as of June 30, 2022. Included in interest income are other fees such as prepayment fees and accelerated amortization of upfront fees from unscheduled paydowns. Additionally, we were initially capitalized on SeptemberIncome generated from these fees was $0.2 million for the three months ended June 30, 20202022 and commenced investing activities on November 10, 2020. Asno income was generated from these fees for the three months ended June 30, 2021. PIK interest income increased period-over-period primarily as a result comparisons may not be meaningful.

of adding new investments with contractual PIK interest to our portfolio. For the three months ended June 30, 2022, PIK interest earned was $7.2 million, representing approximately 5.6% of investment income. For the three months ended June 30, 2021, PIK interest earned was $1 thousand, representing less than 0.1% of total investment income. Other income increased period-over-period due to an increase in our portfolio of dividend income-producing investments and an increase in incremental fee income, which are fees that are generally available to us as a result of closing investments and generally paid at the time of closing. We expect that investment income will vary based on a variety of factors including the pace of our originations and repayments.


For the Six Months Ended June 30, 2022 and 2021

Investment income increased to $199.1 million for the six months ended June 30, 2022 from $4.0 million for the same period in prior year primarily due to an increase in interest income as a result of an increase in our debt investment portfolio which, at par, increased from $0.4 billion as of June 30, 2021 to $8.2 billion as of 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 $0.6 million for the six months ended June 30, 2022 and no income was generated from these fees for the six months ended June 30, 2021. PIK interest income increased period-over-period primarily as a result of adding new investments with contractual PIK interest to our portfolio. For the six months ended June 30, 2022, PIK interest earned was $12.2 million, representing approximately 6.1% of investment income. For the six months ended June 30, 2021, PIK interest earned was $94 thousand, representing 2.3% of total investment income. Other income increased period-over-period due to an increase in our portfolio of dividend income-producing investments and an increase in incremental fee income, which are fees that are generally available to us as a result of closing investments and generally paid at the time of closing. We expect that investment income will vary based on a variety of factors including the pace of our originations and repayments.


Expenses


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

($ in thousands)

 

Three Months Ended June 30, 2021

 

 

Six Months Ended June 30, 2021

 

Initial organization

 

$

 

 

$

273

 

Interest expense

 

 

1,432

 

 

 

1,503

 

Management fees

 

 

214

 

 

 

266

 

Performance based incentive fees

 

 

198

 

 

 

198

 

Professional fees

 

 

377

 

 

 

663

 

Directors' fees

 

 

286

 

 

 

531

 

Shareholder servicing fees

 

 

49

 

 

 

50

 

Other general and administrative

 

 

561

 

 

 

928

 

Total operating expenses

 

$

3,117

 

 

$

4,412

 

Management fees waived

 

 

 

 

 

(52

)

Expense Support

 

 

(1,756

)

 

 

(2,578

)

Net operating expenses

 

$

1,361

 

 

$

1,782

 


90


For the Three Months Ended June 30,For the Six Months Ended June 30,
($ in thousands)2022202120222021
Initial organization$— $— $— $273 
Offering costs1,179 — 2,350 — 
Interest expense36,110 1,432 51,481 1,503 
Management fees9,348 214 14,898 266 
Performance based incentive fees9,483 198 14,347 198 
Professional fees2,053 377 3,334 663 
Directors' fees267 286 549 531 
Shareholder servicing fees2,924 49 4,886 50 
Other general and administrative1,197 561 2,332 928 
Total operating expenses$62,561 $3,117 $94,177 $4,412 
Management fees waived— — — (52)
Expense Support(2,713)(1,756)(6,775)(2,578)
Net operating expenses$59,848 $1,361 $87,402 $1,782 

For the Three Months Ended June 30, 2022 and 2021

Total net operating expenses increased to $59.8 million for the three months ended June 30, 2022 from $1.4 million for the same period prior year primarily due to increases in management fees, incentive fees and interest expense. The increase in management fees was driven by growth in the net asset value of the fund. The increase in incentive fees was due to higher pre- incentive fee net investment income. The increase in interest expense was driven by an increase in average daily borrowings to $3.3 billion from $115.2 million period over period, partially offset by a decrease in the average interest rate to 3.9% from 4.0% period over period.

For the Six Months Ended June 30, 2022 and 2021

Total net operating expenses increased to $87.4 million for the six months ended June 30, 2022 from $1.8 million for the same period prior year primarily due to increases in management fees, incentive fees and interest expense. The increase in management fees was driven by growth in the net asset value of the fund. The increase in incentive fees was due to higher pre- incentive fee net investment income. The increase in interest expense was driven by an increase in average daily borrowings to $2.6 billion from $61.3 million period over period, partially offset by a decrease in the average interest rate to 3.6% from 4.0% period over period.

Income Taxes, Including Excise Taxes

We were initially capitalizedhave 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 Septemberthe 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, 20202022 we did not accrue any U.S. federal excise tax. For the three and commenced investing activities on November 10, 2020. As a result, comparisons maysix months ended June 30, 2021 we did not be meaningful.

accrue any U.S. federal excise tax.


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.

91




Net Change in Unrealized Gain (Loss)

on Investments


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, 2022 and 2021, net unrealized gains (losses) on our investment portfolio were comprised of the following:

 

 

 

 

 

 

 

 

 

($ in thousands)

 

Three Months Ended June 30, 2021

 

 

Six Months Ended June 30, 2021

 

Net change in unrealized gain (loss) on investments

 

$

770

 

 

 

812

 

Net change in translation of assets and liabilities in foreign currencies

 

 

33

 

 

 

22

 

Net change in unrealized gain (loss)

 

$

803

 

 

$

834

 


61


We



For the Three Months Ended June 30,For the Six Months Ended June 30,
($ in thousands)2022202120222021
Net change in unrealized gain (loss) on investments$(168,229)$770 $(191,514)$812 
Net change in translation of assets and liabilities in foreign currencies(701)33 (873)22 
Net change in unrealized gain (loss)(168,930)803 (192,387)834 

For the Three Months Ended June 30, 2022 and 2021

For the three months ended June 30, 2022, the net unrealized loss was primarily driven by a decrease in the fair value of our investments as compared to March 31, 2022. The primary drivers of our portfolio’s unrealized losses were initially capitalizedcurrent market conditions, including public market volatility, and credit spreads widening across the broader markets as compared to March 31, 2022.

The ten largest contributors to the change in net unrealized gain (loss) on Septemberinvestments during the three months ended June 30, 20202022 consisted of the following:

Portfolio Company
($ in millions)
Net Change in Unrealized
Gain (Loss) For the Three Months Ended June 30, 2022
 Asurion, LLC$(18.9)
 Athenahealth Group Inc.(9.5)
 Dealer Tire, LLC(6.8)
 Cornerstone OnDemand, Inc.(6.6)
 CoreLogic Inc.(6.0)
 Delta TopCo, Inc. (dba Infoblox, Inc.)(4.5)
 Phoenix Newco, Inc. (dba Parexel)(4.3)
 Help/Systems Holdings, Inc.(4.3)
 ConnectWise, LLC(3.6)
 Shearer's Foods, LLC(3.1)
 Remaining portfolio companies(100.6)
Total$(168.2)

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

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

92


Portfolio Company
($ in millions)
Net Change in Unrealized
Gain (Loss) For the Three Months Ended June 30, 2021
ConAir Holdings LLC$0.3 
Hyland Software, Inc.0.1 
KPCI Holdings, L.P.0.1 
Mavis Tire Express Services Topco Corp.0.1 
Canadian Hospital Specialties Limited0.1 
Cambium Learning Group, Inc.0.1 
Walker Edison Furniture Company LLC(1)
— 
Peraton Corp.(1)
— 
Hg Saturn LuchaCo Limited(1)
— 
SRS Distribution, Inc.(1)
— 
Remaining portfolio companies(1)
— 
Total$0.8 
(1)Unrealized gain (loss) for the period rounds to less than $0.1 million.

For the Six Months Ended June 30, 2022 and commenced investing activities2021

For the six months ended June 30, 2022, the net unrealized loss was primarily driven by a decrease in the fair value of our investments as compared to December 31, 2021. The primary drivers of our portfolio’s unrealized losses were current market conditions, including public market volatility, and credit spreads widening across the broader markets as compared to December 31, 2021.

The ten largest contributors to the change in net unrealized gain (loss) on November 10,investments during the six months ended June 30, 2022 consisted of the following:

Portfolio Company
($ in millions)
Net Change in Unrealized
Gain (Loss) For the Six Months Ended June 30, 2022
 Asurion, LLC$(20.3)
 Athenahealth Group Inc.(9.9)
 Cornerstone OnDemand, Inc.(7.2)
 Dealer Tire, LLC(6.7)
 CoreLogic Inc.(6.4)
 Phoenix Newco, Inc. (dba Parexel)(5.2)
 Help/Systems Holdings, Inc.(4.9)
 Shearer's Foods, LLC(4.6)
 Delta TopCo, Inc. (dba Infoblox, Inc.)(4.5)
 ConnectWise, LLC(4.0)
 Remaining portfolio companies(117.8)
Total$(191.5)

For the six months ended June 30, 2021, the net unrealized gain was primarily driven by an increase in the fair value of our debt investments as compared to December 31, 2020. As a result, comparisons may not be meaningful.

93



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

Portfolio Company
($ in millions)
Net Change in Unrealized
Gain (Loss) For the Six Months Ended June 30, 2021
ConAir Holdings LLC$0.3 
Hyland Software, Inc.0.1 
KPCI Holdings, L.P.0.1 
Mavis Tire Express Services Topco Corp.0.1 
Canadian Hospital Specialties Limited0.1 
Cambium Learning Group, Inc.0.1 
Walker Edison Furniture Company LLC(1)
— 
Peraton Corp.(1)
— 
Hg Saturn LuchaCo Limited(1)
— 
SRS Distribution, Inc.(1)
— 
Remaining portfolio companies0.1 
Total$0.8 
(1)Unrealized gain (loss) for the period rounds to less than $0.1 million.

Net Realized Gains (Losses) on Investments

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

($ in thousands)

 

Three Months Ended June 30, 2021

 

 

Six Months Ended June 30, 2021

 

Net realized gain (loss) on investments

 

$

 

 

$

7

 

Net realized gain (loss) on foreign currency transactions

 

 

(12

)

 

 

-

 

Net realized gain (loss)

 

$

(12

)

 

$

7

 

 

 

 

 

 

 

 

 

 


We were initially capitalized on September 30, 2020 and commenced investing activities on November 10, 2020. As a result, comparisons may not be meaningful.

For the Three Months Ended June 30,For the Six Months Ended June 30,
($ in thousands)2022202120222021
Net realized gain (loss) on investments$109 $— $359 $
Net realized gain (loss) on foreign currency transactions22 (12)209 — 
Net realized gain (loss)$131 $(12)$568 $




Financial Condition, Liquidity and Capital Resources


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

We may from time to time enter into additional credit facilities, increase the size of our existing credit facilities or issue debt securities. Any such incurrence or issuance would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions and other factors. In accordance with the 1940 Act, with certain limited exceptions, we are only allowed to incur borrowings, issue debt securities or issue preferred stock, if immediately after the borrowing or issuance, the ratio of total assets (less
94


(less total liabilities other than indebtedness) to total indebtedness plus preferred stock, is at least 150%. Our current target leverage ratio is 0.90x-1.25x.
As of June 30, 20212022 and December 31, 2020,2021, our asset coverage ratios were 190%180% and 223%200%, respectively. We seek to carefully consider our unfunded commitments for the purpose of planning our ongoing financial leverage. Further, we maintain sufficient borrowing capacity within the 150% asset coverage limitation to cover any outstanding unfunded commitments we are required to fund.


Cash as of June 30, 2022, taken together with our available debt, is expected to be sufficient for our investing activities and to conduct our operations in the near term. As of June 30, 2021,2022 we had $15.8$0.4 billion available under our credit facilities.
Our long-term cash needs will include principal payments on outstanding indebtedness and funding of additional portfolio investments. Funding for long-term cash needs will come from unused net proceeds from financing activities. We believe that our liquidity and sources of capital are adequate to satisfy our short and long-term cash requirements. We cannot, however, be certain that these sources of funds will be available at a time and upon terms acceptable to us in sufficient amounts in the future.
As of June 30, 2022, we had $99.9 million in cash. During the threesix months ended June 30, 2021,2022, we used $339.5 million$5.4 billion in cash for operating activities, primarily as a result of funding portfolio investments of $412.1 million,$5.8 billion, partially offset by sales and repayments of portfolio investments of $6.9$278.0 million, and other operating activityactivities of $65.7$152.9 million. Lastly, cash provided by financing activities was $347.1 million$5.5 billion during the period, which was the result of proceeds from net borrowings on our credit facilities, net of debt issuance costs, of $151.5 million,$3.1 billion, and proceeds from the issuance of shares of $196.6 million,$2.5 billion, partially offset by $1.0$59.0 million of distributions paid.

paid and share repurchases of $51.2 million.


Net Assets


Share Issuances


In connection with our formation, we had the authority to issue 3,000,000,000 common shares at $0.01 per share par value, 1,000,000,000 of which are classified as Class S common shares, 1,000,000,000 of which are classified as Class D common shares, and 1,000,000,000 of which are classified as Class I common shares. Pursuant to our Registration Statement on Form N-2 (File No. 333-249525), we registered $2,500,000,000 in any combination of shares of Class S, Class D, and Class I common stock, at initial public offering prices of $10.35 per share, $10.15 per share, and $10.00 per share, respectively. Thereafter,Currently, the purchase price per share for each class of common stock will vary andvaries, but will not be sold at a price below our net asset value per share of such class, as determined in accordance with our share pricing policy, plus applicable upfront selling commissions.


On September 30, 2020, we issued 100 common shares for $1,000 to the Adviser. We received $1,000 in cash from the Adviser on October 15, 2020.

62



On October 15, 2020, we received a subscription agreement totaling $25 million for the purchase of shares of Class I common stock from Owl Rock Feeder FIC ORCIC Equity LLC (“Feeder FIC Equity”), an entity affiliated with the Adviser. Adviser. Pursuant to the terms of that subscription agreement, Feeder FIC Equity agreed to pay for such Class I shares upon demand by one of our executive officers. Such purchase or purchases of our Class I shares were included for purposes of determining when we satisfied the minimum offering requirement. On September 30, 2020, we sold 100 shares of Class I common stock to our Adviser. On November 12, 2020, we sold 700,000 shares of Class I common stock pursuant to the subscription agreement with Feeder FIC Equity and met the minimum offering requirement for our continuous public offering of $2.5 million. The purchase price of these shares sold in the private placements was $10.00 per share, which represented the initial public offering price. The shares purchased by the Adviser and Feeder FIC Equity are subject

On October 7, 2021, we filed a registration statement with respect to a lock-up pursuantour proposed follow-on offering of up to FINRA Rule 5110(e)(1) for a period of 180 days from the date of commencement of sales in the offering, and the Adviser, Feeder FIC Equity, and their permitted assignees may not engage$7,500,000,000 in any transaction that would result in the effective economic dispositioncombination of theClass S, Class D and Class I common shares.

63



The following tables summarizetable summarizes transactions with respect to shares of our common stock during the three months ended June 30, 2022 and 2021:

95


For the Three Months Ended June 30, 2022
Class SClass DClass ITotal
($ in thousands, except share amounts)SharesAmountSharesAmountSharesAmountSharesAmount
Shares/gross proceeds from the continuous public offering45,473,732$420,307 7,913,719$72,860 80,385,794$739,398 133,773,245$1,232,565 
Shares/gross proceeds from the private placements— — 4,402,19340,509 4,402,19340,509 
Reinvestment of distributions684,5586,264 261,6282,400 1,167,56010,708 2,113,74619,372 
Repurchased shares(946,284)(8,365)(125,276)(1,110)(2,073,617)(18,414)(3,145,177)(27,889)
Total shares/gross proceeds45,212,006418,2068,050,07174,15083,881,930772,201137,144,0071,264,557
Sales load— (3,423)— (114)— — — (3,537)
Total shares/net proceeds45,212,006$414,783 8,050,071$74,036 83,881,930$772,201 137,144,007$1,261,020 


For the Three Months Ended June 30, 2021
Class SClass DClass ITotal
($ in thousands, except share amounts)SharesAmountSharesAmountSharesAmountSharesAmount
Shares/gross proceeds from the continuous public offering2,868,538$27,047 3,044,525$28,196 12,511,653$115,968 18,424,716$171,211 
Shares/gross proceeds from the private placements— — — — 
Reinvestment of distributions7,54370 12,344114 25,832239 45,719423 
Repurchased shares— — — — 
Total shares/gross proceeds2,876,08127,1173,056,86928,31012,537,485116,20718,470,435171,634
Sales load— (467)— — — — — (467)
Total shares/net proceeds2,876,081$26,650 3,056,869$28,310 12,537,485$116,207 18,470,435$171,167 

The following table summarizes transactions with respect to shares of our common stock during the six months ended June 30, 20212022 and 2021:
For the Six Months Ended June 30, 2022
Class SClass DClass ITotal
($ in thousands, except share amounts)SharesAmountSharesAmountSharesAmountSharesAmount
Shares/gross proceeds from the continuous public offering93,745,587$873,325 20,317,574$188,594 146,097,662$1,351,638 260,160,823$2,413,557 
Shares/gross proceeds from the private placements— — 8,578,45879,265 8,578,45879,265 
Reinvestment of distributions1,074,6289,894 418,7013,861 1,799,24516,593 3,292,57430,348 
Repurchased shares(1,595,704)(14,366)(158,129)(1,414)(3,907,137)(35,392)(5,660,970)(51,172)
Total shares/gross proceeds93,224,511868,85320,578,146191,041152,568,2281,412,104266,370,8852,471,998
Sales load— (7,073)— (446)— — — (7,519)
Total shares/net proceeds93,224,511$861,780 20,578,146$190,595 152,568,228$1,412,104 266,370,885$2,464,479 
96

:

 

For the Three Months Ended June 30, 2021

 

 

Class S

 

 

Class D

 

 

Class I

 

 

Total

 

($ in thousands, except share amounts)

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

Shares/gross proceeds from the continuous public offering

 

 

2,868,538

 

 

$

27,047

 

 

 

3,044,525

 

 

$

28,196

 

 

 

12,511,653

 

 

$

115,968

 

 

 

18,424,716

 

 

$

171,211

 

Reinvestment of distributions

 

 

7,543

 

 

 

70

 

 

 

12,344

 

 

 

114

 

 

 

25,832

 

 

 

239

 

 

 

45,719

 

 

 

423

 

Total shares/gross proceeds

 

 

2,876,081

 

 

 

27,117

 

 

 

3,056,869

 

 

 

28,310

 

 

 

12,537,485

 

 

 

116,207

 

 

 

18,470,435

 

 

 

171,634

 

Sales load

 

 

-

 

 

 

(467

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(467

)

Total shares/net proceeds

 

 

2,876,081

 

 

$

26,650

 

 

 

3,056,869

 

 

$

28,310

 

 

 

12,537,485

 

 

$

116,207

 

 

 

18,470,435

 

 

$

171,167

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Six Months Ended June 30, 2021

 

For the Six Months Ended June 30, 2021

 

Class S

 

 

Class D

 

 

Class I

 

 

Total

 

Class SClass DClass ITotal

($ in thousands, except share amounts)

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

($ in thousands, except share amounts)SharesAmountSharesAmountSharesAmountSharesAmount

Shares/gross proceeds from the continuous public offering

 

 

2,868,538

 

 

$

27,047

 

 

 

3,368,067

 

 

$

31,192

 

 

 

14,982,573

 

 

$

138,848

 

 

 

21,219,178

 

 

$

197,087

 

Shares/gross proceeds from the continuous public offering2,868,538$27,047 3,368,067$31,192 14,982,573$138,848 21,219,178$197,087 
Shares/gross proceeds from the private placementsShares/gross proceeds from the private placements— — — — 

Reinvestment of distributions

 

 

7,543

 

 

 

70

 

 

 

12,344

 

 

 

114

 

 

 

25,832

 

 

 

239

 

 

 

45,719

 

 

 

423

 

Reinvestment of distributions7,54370 12,344114 25,832239 45,719423 
Repurchased sharesRepurchased shares— — — — 

Total shares/gross proceeds

 

 

2,876,081

 

 

 

27,117

 

 

 

3,380,411

 

 

 

31,306

 

 

 

15,008,405

 

 

 

139,087

 

 

 

21,264,897

 

 

 

197,510

 

Total shares/gross proceeds2,876,08127,1173,380,41131,30615,008,405139,08721,264,897197,510

Sales load

 

 

-

 

 

 

(467

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(467

)

Sales load— (467)— — — — — (467)

Total shares/net proceeds

 

 

2,876,081

 

 

$

26,650

 

 

 

3,380,411

 

 

$

31,306

 

 

 

15,008,405

 

 

$

139,087

 

 

 

21,264,897

 

 

$

197,043

 

Total shares/net proceeds2,876,081$26,650 3,380,411$31,306 15,008,405$139,087 21,264,897$197,043 


In accordance with the our share pricing policy, we will modify our public offering prices to the extent necessary to comply with the requirements of the 1940 Act, including the requirement that we will not sell shares at a net offering price below the net asset value per share unless we obtain the requisite approval from our shareholders.

The changes to our offering price per share since the commencement of our initial continuous public offering and associated effective dates of such changes were as follows:

64


Class S
Effective DateNet Offering Price (per share)Maximum Upfront Sales Load (per share)Maximum Offering Price (per share)
March 1, 2021$9.26 $0.32 $9.58 
April 1, 2021$9.26 $0.32 $9.58 
May 1, 2021$9.26 $0.32 $9.58 
June 1, 2021$9.28 $0.32 $9.60 
July 1, 2021$9.30 $0.33 $9.63 
August 1, 2021$9.30 $0.33 $9.63 
September 1, 2021$9.30 $0.33 $9.63 
October 1, 2021$9.31 $0.33 $9.64 
November 1, 2021$9.32 $0.33 $9.65 
December 1, 2021$9.31 $0.33 $9.64 
January 1, 2022$9.33 $0.33 $9.66 
February 1, 2022$9.33 $0.33 $9.66 
March 1, 2022$9.27 $0.32 $9.59 
April 1, 2022$9.24 $0.32 $9.56 
May 1, 2022$9.23 $0.32 $9.55 
June 1, 2022$9.02 $0.32 $9.34 
97

Class S

 

Effective Date

 

Net Offering Price (per share)

 

 

Maximum Upfront Sales Load (per share)

 

 

Maximum Offering Price (per share)

 

March 1, 2021

 

$

9.26

 

 

$

0.32

 

 

$

9.58

 

April 1, 2021

 

$

9.26

 

 

$

0.32

 

 

$

9.58

 

May 1, 2021

 

$

9.26

 

 

$

0.32

 

 

$

9.58

 

June 1, 2021

 

$

9.28

 

 

$

0.32

 

 

$

9.60

 

Class D

 

Effective Date

 

Net Offering Price (per share)

 

 

Maximum Upfront Sales Load (per share)

 

 

Maximum Offering Price (per share)

 

March 1, 2021

 

$

9.26

 

 

$

0.14

 

 

$

9.40

 

April 1, 2021

 

$

9.26

 

 

$

0.14

 

 

$

9.40

 

May 1, 2021

 

$

9.25

 

 

$

0.14

 

 

$

9.39

 

June 1, 2021

 

$

9.27

 

 

$

0.14

 

 

$

9.41

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Class I

 

Effective Date

 

Net Offering Price (per share)

 

 

Maximum Upfront Sales Load (per share)

 

 

Maximum Offering Price (per share)

 

Initial offering price

 

$

10.00

 

 

$

 

 

$

10.00

 

March 1, 2021

 

$

9.26

 

 

$

 

 

$

9.26

 

April 1, 2021

 

$

9.26

 

 

$

 

 

$

9.26

 

May 1, 2021

 

$

9.26

 

 

$

 

 

$

9.26

 

June 1, 2021

 

$

9.28

 

 

$

 

 

$

9.28

 


Class D
Effective DateNet Offering Price (per share)Maximum Upfront Sales Load (per share)Maximum Offering Price (per share)
March 1, 2021$9.26 $0.14 $9.40 
April 1, 2021$9.26 $0.14 $9.40 
May 1, 2021$9.25 $0.14 $9.39 
June 1, 2021$9.27 $0.14 $9.41 
July 1, 2021$9.29 $0.14 $9.43 
August 1, 2021$9.29 $0.14 $9.43 
September 1, 2021$9.29 $0.14 $9.43 
October 1, 2021$9.31 $0.14 $9.45 
November 1, 2021$9.32 $0.14 $9.46 
December 1, 2021$9.31 $0.14 $9.45 
January 1, 2022$9.34 $0.14 $9.48 
February 1, 2022$9.33 $0.14 $9.47 
March 1, 2022$9.27 $0.14 $9.41 
April 1, 2022$9.25 $0.14 $9.39 
May 1, 2022$9.24 $0.14 $9.38 
June 1, 2022$9.04 $0.14 $9.18 
Class I
Effective DateNet Offering Price (per share)Maximum Upfront Sales Load (per share)Maximum Offering Price (per share)
March 1, 2021$9.26 $— $9.26 
April 1, 2021$9.26 $— $9.26 
May 1, 2021$9.25 $— $9.25 
June 1, 2021$9.27 $— $9.27 
July 1, 2021$9.29 $— $9.29 
August 1, 2021$9.29 $— $9.29 
September 1, 2021$9.29 $— $9.29 
October 1, 2021$9.31 $— $9.31 
November 1, 2021$9.32 $— $9.32 
December 1, 2021$9.31 $— $9.31 
January 1, 2022$9.34 $— $9.34 
February 1, 2022$9.33 $— $9.33 
March 1, 2022$9.27 $— $9.27 
April 1, 2022$9.26 $— $9.26 
May 1, 2022$9.25 $— $9.25 
June 1, 2022$9.05 $— $9.05 




98


Distributions


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

2022:

 

 

Class S common stock distributions

 

 

Class D common stock distributions

 

 

Class I common stock distributions

 

($ in thousands)

 

Per Share(1)

 

 

Amount

 

 

Per Share(1)

 

 

Amount

 

 

Per Share(1)

 

 

Amount

 

2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31, 2021

 

$

 

 

$

 

 

$

0.05

 

 

$

16

 

 

$

0.05

 

 

$

194

 

April 30, 2021

 

 

0.05

 

 

 

33

 

 

 

0.05

 

 

 

54

 

 

 

0.05

 

 

 

418

 

May 31, 2021

 

 

0.05

 

 

 

91

 

 

 

0.05

 

 

 

101

 

 

 

0.05

 

 

 

558

 

June 30, 2021

 

 

0.05

 

 

 

129

 

 

 

0.05

 

 

 

168

 

 

 

0.05

 

 

 

839

 

Total

 

$

0.15

 

 

$

253

 

 

$

0.20

 

 

$

339

 

 

$

0.20

 

 

$

2,009

 


________________

Class S common stock distributionsClass D common stock distributionsClass I common stock distributions
($ in thousands)
Per Share(1)(2)
Amount
Per Share(1)(2)
Amount
Per Share(2)
Amount
2022
January 31, 2022$0.06 $3,798 $0.06 $1,094 $0.06 $6,348 
February 28, 20220.06 4,593 0.06 1,367 0.06 7,312 
March 31, 20220.06 5,334 0.06 1,673 0.06 8,860 
April 30, 20220.06 6,147 0.06 1,767 0.06 10,893 
May 31, 20220.06 6,896 0.06 2,003 0.06 12,307 
June 30, 20220.06 7,613 0.06 2,110 0.06 13,541 
Total$0.36 $34,381 $0.36 $10,014 $0.36 $59,261 

(1)Distributions per share are gross of shareholder servicing fees.

(2)Amounts presented differ slightly to actuals due to rounding.

On February 23, 2021 our Board declared regular monthly distributions for March 2021 through June 2021. The regular monthly cash distributions, each in the gross amount of $0.05145833 per share, are payable on April 28, 2021, May 28, 2021, June 28, 2021 and July 29, 2021 to shareholders of records as of March 31, 2021, April 30, 2021, May 31, 2021 and June 30, 2021, respectively.


On May 5, 2021, our Board declared regular monthly distributions for July 2021 through September 2021. The regular monthly cash distributions, each in the gross amount of $0.05145833 per share, are payable on August 27, 2021, September 28, 2021, and October 28, 2021 to shareholders of records as of July 31, 2021, August 31, 2021, and September 30, 2021, respectively.


On February 23, 2022, our Board declared regular monthly distributions for April 2022 through June 2022. The regular monthly cash distributions, each in the gross amount of $0.05580000, $0.05580000, and $0.05580000 per share, are payable on May 31, 2022, June 30, 2022, and July 29, 2022 to shareholders of records of April 30, 2022, May 31, 2022, and June 30, 2022, respectively.

On May 3, 2022, our Board declared regular monthly distributions for July 2022 through September 2022. The regular monthly cash distributions, each in the gross amount of $0.05580000, $0.05580000, and $0.05580000 per share, are payable on August 26, 2022, September 29, 2022, and October 31, 2022 to shareholders of records of July 31, 2022, August 31, 2022, and September 30, 2022, respectively.

On May 9, 2022, our Board declared special monthly distributions for July 2022 through September 2022. The special monthly cash distributions, each in the gross amount of $0.0020750, $0.0020750, and $0.0020750 per share, are payable on August 26, 2022, September 29, 2022, and October 31, 2022 to shareholders of records of July 31, 2022, August 31, 2022, and September 30, 2022, respectively.

We have adopted a distribution reinvestment plan pursuant to which shareholders (except for residents of Alabama, Arkansas, Idaho, Kansas, Kentucky, Maine, Maryland, Massachusetts, Nebraska, New Jersey, North Carolina, Oklahoma, Oregon, Vermont and Washington and clients of participating broker-dealers that do not permit automatic enrollment in the distribution reinvestment plan) will have their cash distributions automatically reinvested in additional shares of our same class of common stock to which the distribution relates

65


unless they elect to receive their distributions in cash. We expect to use newly issued shares to implement the distribution reinvestment plan.


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

99



Through June 30, 2021,2022, a portion of our distributions resulted from expense support from the Adviser, and future distributions may result from expense support from the Adviser, each of which is subject to repayment by us within three years from the date of payment. The purpose of this arrangement is to avoid distributions being characterized as a return of capital for U.S. federal income tax purposes. Shareholders should understand that any such distribution is not based on our investment performance, and can only be sustained if we achieve positive investment performance in future periods and/or the Adviser continues to provide expense support. Shareholders should also understand that our future repayments of expense support will reduce the distributions that they would otherwise receive. There can be no assurance that we will achieve the performance necessary to sustain these distributions, or be able to pay distributions at all.


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

2022 and 2021.

 

 

Six Months Ended June 30, 2021

 

 

Source of Distribution

 

Per Share(1)

 

 

Amount

 

 

Percentage

 

 

($ in thousands, except per share amounts)

 

 

 

 

 

 

 

 

 

 

 

 

 

Distributions in excess of net investment income

 

$

0.19

 

 

$

2,595

 

 

 

99.8

 

%

Net realized gain (loss) on investments(2)

 

 

 

 

 

6

 

 

 

0.2

 

 

Total

 

$

0.19

 

 

$

2,601

 

 

 

100.0

 

%

For the Six Months Ended June 30, 2022
Source of Distribution(2)
Per Share(1)
AmountPercentage
($ in thousands, except per share amounts)
Net investment income$0.36 $103,656 100.0 %
Total$0.36 $103,656 100.0 %

________________

(1)

Distributions per share are gross of shareholder servicing fees.

(1)Distributions per share are gross of shareholder servicing fees.
(2)Data in this table is presented on a consolidated basis. Refer to 'ITEM 1. - Notes to Consolidated Financial Statements - Note
11. Financial Highlights" for amounts by share class.

For the Six Months Ended June 30, 2021
Source of Distribution(3)
Per Share(1)
AmountPercentage
($ in thousands, except per share amounts)
Net investment income$0.19 $2,595 99.8 %
Net realized gain (loss) on investments(2)
— 0.2 %
Total$0.19 $2,601 100.0 %

(2)

The net realized gain (loss) on investments per share for the six months ended June 30, 2021, rounds to less than $0.01 per share.

(1)Distributions per share are gross of shareholder servicing fees.
(2)The net realized gain (loss) on investments per share for the six months ended June 30, 2021, rounds to less than $0.01 per share.
(3)Data in this table is presented on a consolidated basis. Refer to Note 11 "Financial Highlights" for amounts by share class.

Share Repurchases

The


Our Board has complete discretion to determine whether we will engage in any share repurchase, and if so, the terms of such repurchase. At the discretion of our Board, we may use cash on hand, cash available from borrowings, and cash from the sale of our investments as of the end of the applicable period to repurchase shares.

Beginning no later than the third full calendar quarter of 2021, we intend to commence


We have commenced a share repurchase program pursuant to which we intend to conduct quarterly repurchase offers to allow our shareholders to tender their shares at a price equal to the net offering price per share for the applicable class of shares on each date of repurchase.


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

We intend to limit the number of shares to be repurchased in each quarter to no more than 5.00% of our outstanding shares of our common stock.

66


100


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

Offer DateClassTender Offer ExpirationTender OfferPurchase Price per ShareShares Repurchased
August 25, 2021DSeptember 30, 2021$55 $9.31 5,933
August 25, 2021ISeptember 30, 2021$291 $9.32 31,255
November 26, 2021SDecember 30, 2021$150 $9.33 16,129
November 26, 2021DDecember 30, 2021$51 $9.34 5,394
November 26, 2021IDecember 30, 2021$1,213 $9.34 129,828
February 25, 2022SMarch 31, 2022$6,001 $9.24 649,420
February 25, 2022DMarch 31, 2022$304 $9.25 32,853
February 25, 2022IMarch 31, 2022$16,978 $9.26 1,833,520
May 25, 2022SJune 30, 2022$8,365 $8.84 946,284
May 25, 2022DJune 30, 2022$1,110 $8.86 125,276 
May 25, 2022IJune 30, 2022$18,414 $8.88 2,073,617 


Debt


Aggregate Borrowings


Our debt obligations consisted of the following as of June 30, 20212022 and December 31, 2020:

2021:

 

 

June 30, 2021

 

($ in thousands)

 

Aggregate Principal Committed

 

 

Outstanding Principal

 

 

Amount Available(1)

 

 

Net Carrying Value(2)

 

Promissory Note

 

$

75,000

 

 

$

20,000

 

 

$

55,000

 

 

$

20,000

 

Revolving Credit Facility

 

 

600,000

 

 

 

147,782

 

 

 

152,559

 

 

 

141,784

 

Total Debt

 

$

675,000

 

 

$

167,782

 

 

$

207,559

 

 

$

161,784

 


________________

June 30, 2022
($ in thousands)Aggregate Principal
Committed
Outstanding
Principal
Amount
Available(1)
Net Carrying
Value(2)
Revolving Credit Facility$1,175,000 $935,398 $239,602 $928,140 
SPV Asset Facility I550,000 549,782 218 546,496 
SPV Asset Facility II1,650,000 1,198,000 119,352 1,187,691 
SPV Asset Facility III750,000 205,000 43,351 199,286 
SPV Asset Facility IV500,000 465,000 14,595 460,701 
March 2025 Notes500,000 500,000 — 494,310 
September 2026 Notes350,000 350,000 — 344,087 
February 2027 Notes500,000 500,000 — 493,033 
Total Debt$5,975,000 $4,703,180 $417,118 $4,653,744 

(1)

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

(1)The amount available reflects any limitations related to each credit facility’s borrowing base.
(2)The carrying values of the Company's Revolving Credit Facility, SPV Asset Facility I, SPV Asset Facility II, SPV Asset Facility III, SPV Asset Facility IV, March 2025 Notes, September 2026 Notes and February 2027 Notes are presented net of unamortized debt issuance costs of $7.3 million, $3.3 million, $10.3 million, $5.7 million, $4.3 million, $5.7 million, $5.9 million and $7.0 million, respectively.
(3)Includes unrealized gain (loss) on translation of borrowings denominated in foreign currencies.

101


December 31, 2021
($ in thousands)Aggregate Principal
Committed
Outstanding
Principal
Amount
Available(1)
Net Carrying
Value(2)
Promissory Note$250,000 $— $250,000 $— 
Revolving Credit Facility750,000 451,170 298,830 445,188 
SPV Asset Facility I550,000 301,282 33,740 298,015 
SPV Asset Facility II1,000,000 446,000 83,678 438,637 
September 2026 Notes350,000 350,000 — 343,971 
Total Debt$2,900,000 $1,548,452 $666,248 $1,525,811 

(2)

The carrying value of our Revolving Credit Facility is presented net of unamortized debt issuance costs of $6.0 million.

 

 

December 31, 2020

 

($ in thousands)

 

Aggregate Principal Committed

 

 

Outstanding Principal

 

 

Amount Available

 

 

Net Carrying Value

 

Promissory Note

 

$

50,000

 

 

$

10,000

 

 

$

40,000

 

 

$

10,000

 

Total Debt

 

$

50,000

 

 

$

10,000

 

 

$

40,000

 

 

$

10,000

 

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

(2)The carrying values of the Company’s Revolving Credit Facility, SPV Asset Facility I, SPV Asset Facility II, and September 2026 Notes are presented net of unamortized debt issuance costs of $6.0 million, $3.3 million, $7.4 million, and $6.0 million, respectively.

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

($ in thousands)

 

For the Three Months Ended June 30, 2021

 

 

For the Six Months Ended June 30, 2021

 

 

Interest expense

 

$

1,165

 

 

$

1,236

 

 

Amortization of debt issuance costs

 

 

267

 

 

 

267

 

 

Total Interest Expense

 

$

1,432

 

 

$

1,503

 

 

Average interest rate

 

 

4.0

 

%

 

4.0

 

%

Average daily borrowings

 

$

115,223

 

 

$

61,267

 

 


For the Three Months Ended
June 30,
For the Six Months Ended
June 30,
($ in thousands)2022202120222021
Interest expense$32,308 $1,165 $47,412 $1,236 
Amortization of debt issuance costs3,802 267 4,069 267 
Total Interest Expense$36,110 $1,432 $51,481 $1,503 
Average interest rate3.9 %4.0 %3.6 %4.0 %
Average daily borrowings$3,310,387 $115,223 $2,598,780 $61,267 

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)

Promissory Note

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30, 2021 (unaudited)

 

$

20.0

 

 

$

1,901

 

 

 

 

 

N/A

December 31, 2020

 

$

10.0

 

 

$

2,227

 

 

 

 

 

N/A

Revolving Credit Facility

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30, 2021 (unaudited)

 

$

147.8

 

 

$

1,901

 

 

 

 

 

N/A

December 31, 2020

 

$

-

 

 

$

-

 

 

 

 

 

N/A

Total Senior Securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Class and PeriodTotal Amount Outstanding Exclusive of Treasury Securities(1)
($ in millions)
Asset Coverage per Unit(2)Involuntary Liquidating Preference per Unit(3)Average Market Value per Unit(4)
Promissory Note(5)
June 30, 2022 (unaudited)$— — — N/A
December 31, 2021$— — — N/A
December 31, 2020$10.0 2,226.8 — N/A
SPV Asset Facility I
June 30, 2022 (unaudited)$549.8 1,802.2 — N/A
December 31, 2021$301.3 1,998.5 — N/A
December 31, 2020$— — — N/A
SPV Asset Facility II
June 30, 2022 (unaudited)$1,198.0 1,802.2 — N/A
December 31, 2021$446.0 1,998.5 — N/A
December 31, 2020$— — — N/A

________________

102


Class and PeriodTotal 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)
SPV Asset Facility III
June 30, 2022 (unaudited)$205.0 1,802.2 — N/A
December 31, 2021$— — — N/A
December 31, 2020$— — — N/A
SPV Asset Facility IV
June 30, 2022 (unaudited)$465.0 1,802.2 — N/A
December 31, 2021$— — — N/A
December 31, 2020$— — — N/A
Revolving Credit Facility
June 30, 2022 (unaudited)$935.4 1,802.2 — N/A
December 31, 2021$451.2 1,998.5 — N/A
December 31, 2020$— — — N/A
September 2026 Notes
June 30, 2022 (unaudited)$350.0 1,802.2 — N/A
December 31, 2021$350.0 1,998.5 — N/A
December 31, 2020$— — — N/A
February 2027 Notes
June 30, 2022 (unaudited)$500.0 1,802.2 — N/A
December 31, 2021$— — — N/A
December 31, 2020$— — — N/A
March 2025 Notes
June 30, 2022 (unaudited)$500.0 1,802.2 — N/A
December 31, 2021$— — — N/A
December 31, 2020$— — — 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.(1)Total amount of each class of senior securities outstanding at the end of the period presented.

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(3)

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

(4)

Not applicable because the senior securities are not registered for public trading.(2)Asset coverage per unit is the ratio of the carrying value of our total assets, less all liabilities excluding indebtedness represented by senior securities in this table, to the aggregate amount of senior securities representing indebtedness. Asset coverage per unit is expressed in terms of dollar amounts per $1,000 of indebtedness and is calculated on a consolidated basis.

(3)The amount to which such class of senior security would be entitled upon our involuntary liquidation in preference to any security junior to it. The "—" in this column indicates information that the SEC expressly does not require to be disclosed for certain types of senior securities.
(4)Not applicable because the senior securities are not registered for public trading.
(5)Facility was terminated in June 2022.

Promissory Note


On October 15, 2020, we as borrower, entered into a Loan Agreement (the "Original Loan"Loan Agreement") with Owl Rock Feeder FIC ORCIC Debt LLC ("Feeder FIC Debt"), an affiliate of the Adviser, as lender, to enter into revolving promissory notes (the "Promissory Notes") to borrow up to an aggregate of $50 million from Feeder FIC Debt.

On The Loan Agreement was subsequently amended on March 31, 2021, we entered into an amendmentAugust 26, 2021, September 13, 2021, and March 8, 2022, and amended and restated on May 12, 2021. Prior to the Original Loan Agreement to increaseJune 22, 2022, the aggregate amount that could be borrowed under the Loan Agreement was $250 million and the stated maturity date was February 28, 2023.


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The interest rate on amounts borrowed pursuant to the Promissory Note from $50 million to $75 million. The Original Loan Agreement was amendedNotes between March 8, 2022 and restated (as amended and restated, the "Loan Agreement") on May 12, 2021. We may re-borrow any amount repaid; however there is no funding commitment between Feeder FIC Debt2021 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 us.

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 Promissory Notes, prior to May 12, 2021, may bewas based on either the rate of interest for a LIBOR-Based Advance or the rate of interest for a Prime-Based Advance as defined in the Loan and Security Agreement, dated as of February 20, 2020, as amended from time to time, by and among the Owl Rock Capital Advisors LLC, as borrower, East West Bank, as Administrative Agent, Issuing Lender, Swingline Lender and a Lender and Investec Bank PLC as a Lender.


The interest rate on amounts borrowed pursuant to the Promissory Notes after May 12, 2021 may beMarch 8, 2022 is based on the lesser of the rate of interest for an ABRa SOFR Loan or a Eurodollaran ABR Loan under the Credit Agreement dated as of April 15,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 Adviser, as borrower, the several lenders from time to timeSubsidiary Guarantors party thereto, MUFG UnionBank of America, N.A., as Syndication Agent, JPMorgan Chase Bank, N.A., Wells Fargo Bank, National Association and Sumitomo Mitsui Banking Corporation, as Collateral AgentCo-Documentation Agents and MUFG Bank, Ltd., as Administrative Agent.


The unpaid principal balance of the Revolving Promissory Note and accrued interest thereon iswas payable by us from time to time at the discretion of us but immediately due and payable upon 120 days written notice by Owl Rock Feeder FIC ORCIC Debt LLC, and in any event due and payable in full no later than February 28, 2022.2023. We intend to use the borrowed funds to, among other things, make investments in portfolio companies consistent with its investment strategies.

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


Revolving Credit Facility


On April 14, 2021, we entered into a Senior Secured Revolving Credit Agreement (the(as amended through the date hereof, the “Revolver”). The parties to the RevolverFacility 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 party thereto (each an "Issuing Bank" and collectively, the "Issuing Banks"), Sumitomo Mitsui Banking Corporation as Administrative Agent, Sumitomo Mitsui Banking Corporation and MUFG Union Bank, N.A. as Joint Lead Arrangers, Joint Book Runners and Syndication Agents, and JPMorgan Chase Bank, N.A. and Bank of America, N.A., as Documentation Agents.


On September 29, 2021, we entered into an amendment to the Revolver to among other things, (i) change the rate under the Revolver for borrowings denominated in Sterling from a LIBOR-based rate to daily simple SONIA (Sterling Overnight Index Average) subject to certain adjustments specified in the Revolver and (ii) change the rate under the Revolver for borrowings denominated in Swiss Francs from a LIBOR-based rate to SARON (Swiss Average Rate Overnight) subject to certain adjustments specified in the Revolver. The other material terms of the Revolver were unchanged

On February 28, 2022, we entered into a second amendment to the Revolver to, among other things, (i) increase the aggregate commitments under the Facility to $1.175 billion, (ii) increase the accordion feature, which allows the Company, under certain circumstances, to increase the size of the Facility, to a maximum of $1.3 billion, (iii) change the rate under the Facility for borrowings denominated in U.S. Dollar from a LIBOR-based rate to SOFR (Secured Overnight Financing Rate) subject to certain adjustments specified in the Facility. The other material terms of the Revolver were unchanged.

The Revolver is guaranteed by OR Lending IC LLC, aour 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 Revolver may be used for general corporate purposes, including the funding of portfolio investments.


The maximum principal amount of the Revolver is $600,000,000,$1.175 billion, subject to availability under the borrowing base, which is based on the our portfolio investments and other outstanding indebtedness. Maximum capacity under the Revolver may be increased to $1,100,000,000$1.3 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 Revolver 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 $50,000,000 limit for swingline loans.

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The availability period under the Revolver will terminate on April 14, 2025 (“Commitment Termination Date”) and the Revolver will mature on April 14, 2026 (“Maturity Date”). During the period from the Commitment Termination Date to the Maturity Date, the Companywe will be obligated to make mandatory prepayments under the Revolver out of the proceeds of certain asset sales and other recovery events and equity and debt issuances.

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We may borrow amounts in U.S. dollars or certain other permitted currencies. Amounts drawn under the Revolver, will bear interest at either LIBOR plus a margin of 2.00%, or the prime rate plus a margin.margin of 1.00%. 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 Revolver builds in a hardwired approach for the replacement of LIBOR loans in U.S. dollars. For LIBOR loans in other permitted currencies, the Revolver 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 Revolver.


The Revolver 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.


SPV Asset Facilities

Certain of our wholly owned subsidiaries are parties to credit facilities (the “SPV Asset Facilities”). Pursuant to the SPV Asset Facilities, we sell and contribute certain investments to these wholly owned subsidiaries pursuant to sale and contribution agreements by and between us and the wholly owned subsidiaries. No gain or loss is recognized as a result of these contributions. Proceeds from the SPV Asset Facilities are used to finance the origination and acquisition of eligible assets by the wholly owned subsidiary, including the purchase of such assets from us. We retain a residual interest in assets contributed to or acquired to the wholly owned subsidiary through our ownership of the wholly owned subsidiary. The SPV Asset Facilities are secured by a perfected first priority security interest in the assets of these wholly owned subsidiaries and on any payments received by such wholly owned subsidiaries in respect of those assets. Assets pledged to lenders under the SPV Asset Facilities will not be available to pay our debts. The SPV Asset Facilities contain customary covenants, including certain limitations on the incurrence by us of additional indebtedness and on our ability to make distributions to our shareholders, or redeem, repurchase or retire shares of stock, upon the occurrence of certain events, and customary events of default (with customary cure and notice provisions).

SPV Asset Facility I

On September 16, 2021 (the “SPV Asset Facility I Closing Date”), Core Income Funding I LLC ("Core Income Funding I”), a Delaware limited liability company and newly formed wholly-owned subsidiary of ours entered into a Credit Agreement (as amended through the date hereof, the “SPV Asset Facility I”), with Core Income Funding I, as borrower, the lenders from time to time parties thereto (the “Lenders”), Natixis, New York Branch, as Administrative Agent, State Street Bank and Trust Company as Collateral Agent and Alter Domus (US) LLC as Document Custodian.

On December 27, 2021, the parties to the SPV Asset Facility I amended certain terms of the facility, including increasing the Total Revolving Commitment under the SPV Asset Facility I from $300 million to $350 million and the Total Term Commitment under the SPV Asset Facility I from $0 to $200 million and adding additional parties as lenders. The following describes the terms of SPV Asset Facility I as amended through December 27, 2021.

From time to time, we expect to sell and contribute certain investments to Core Income Funding I pursuant to a Sale and Contribution Agreement by and between us and Core Income Funding I. No gain or loss will be recognized as a result of the contribution. Proceeds from the SPV Asset Facility I will be used to finance the origination and acquisition of eligible assets by Core Income Funding I, including the purchase of such assets from us. We retain a residual interest in assets contributed to or acquired by Core Income Funding I through its ownership of Core Income Funding I. The maximum principal amount of the Credit Facility is $550 million; the availability of this amount is subject to an overcollateralization ratio test, which is based on the value of Core Income Funding I’s assets from time to time, and satisfaction of certain conditions, including an interest coverage ratio test, certain concentration limits and collateral quality tests.

The SPV Asset Facility I provides for the ability to (1) draw term loans and (2) draw and redraw revolving loans under the SPV Asset Facility I for a period of up to two years after the Closing Date unless the revolving commitments are terminated or converted to term loans sooner as provided in the SPV Asset Facility I (the “Commitment Termination Date”). Unless otherwise terminated, the
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SPV Asset Facility I will mature on September 16, 2031 (the “Stated Maturity”). Prior to the Stated Maturity, proceeds received by Core Income Funding I from principal and interest, dividends, or fees on assets must be used to pay fees, expenses and interest on outstanding borrowings, and the excess may be returned to us, subject to certain conditions. On the Stated Maturity, Core Income Funding I must pay in full all outstanding fees and expenses and all principal and interest on outstanding borrowings, and the excess may be returned to us.

Amounts drawn bear interest at LIBOR (or, in the case of certain lenders that are commercial paper conduits, the lower of their cost of funds and LIBOR plus 0.25%) plus an applicable margin that ranges from 1.55% to 2.15% depending on a ratio of broadly syndicated loans to middle market loans in the collateral. From the Closing Date to the Commitment Termination Date, there is a commitment fee that steps up during the year after the Closing Date from 0.00% to 0.625% per annum on the undrawn amount, if any, of the revolving commitments in the SPV Asset Facility I . The SPV Asset Facility I contains customary covenants, including certain financial maintenance covenants, limitations on the activities of Core Income Funding I, 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 Core Income Funding I and on any payments received by Core Income Funding I in respect of those assets. Assets pledged to the Lenders will not be available to pay our debts.

Borrowings of Core Income Funding I are considered our borrowings for purposes of complying with the asset coverage requirements under the Investment Company Act of 1940, as amended.

SPV Asset Facility II

On October 5, 2021, Core Income Funding II LLC (“Core Income Funding II”), a Delaware limited liability company and our newly formed subsidiary entered into a loan and financing and servicing agreement (as amended through the date here of, the “SPV Asset Facility II”), with Core Income Funding II, as borrower, us, as equityholder and service provider, the lenders from time to time parties thereto, Deutsche Bank AG, New York Branch, as Facility Agent, State Street Bank and Trust Company, as collateral agent, and Alter Domus (US) LLC as collateral custodian.

On October 27, 2021, the parties to the SPV Asset Facility II amended certain terms of the facility, including increasing the aggregate commitment of the Lenders under the Facility from $500 million to $1 billion.

On December 20, 2021, the parties to the SPV Asset Facility II amended certain terms of the facility, including changes related to the elevation of Assigned Participation Interests.

On February 18, 2022, the parties to the SPV Asset Facility II amended certain terms of the facility, including among other changes, reallocating commitments of the lenders under SPV Asset Facility II and converting the benchmark rate of the facility from LIBOR to term SOFR.

On April 11, 2022, the parties to the SPV Asset Facility II amended certain terms of the facility including, among other changes, increasing the Facility Amount from $1 billion to $1.275 billion, extending the Ramp-up Period through December 31, 2022 and adding two additional lenders.

On May 3, 2022, the parties to the SPV Asset Facility II amended certain terms of the facility including, among other changes, increasing the Facility Amount from $1.275 billion to $1.650 billion and adding two additional lenders.

From time to time, we expect to sell and contribute certain loan assets to Core Income Funding II pursuant to a Sale and Contribution Agreement by and between us and Core Income Funding 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 Core Income Funding II, including the purchase of such assets from us. We retain a residual interest in assets contributed to or acquired by Core Income Funding II through our ownership of Core Income Funding II. The maximum principal amount of the SPV Asset Facility II is $1 billion; the availability of this amount is subject to the borrowing base, which is determined on the basis of the value and types of Core Income Funding 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 Closing Date unless such period is extended or accelerated under the terms of the SPV Asset Facility II (the “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 Revolving Period (the “Facility Termination Date”). Prior to the Facility Termination Date, proceeds received by Core Income Funding 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
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to us, subject to certain conditions. On the Facility Termination Date, Core Income Funding 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 under the SPV Asset Facility II bear interest at Term SOFR (or, in the case of certain Lenders that are commercial paper conduits, the lower of (a) their cost of funds and (b) Term SOFR, such Term SOFR not to be lower than zero) plus a spread equal to 2.00% per annum, which spread will increase (a) on and after the end of the 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”). Term SOFR may be replaced as a base rate under certain circumstances. During the Revolving Period, Core Income Funding 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. During the Revolving Period, if the undrawn commitments are in excess of a certain portion (initially 12.5% and increasing in stages to 25%, 50% and 75%) of the total commitments under the SPV Asset Facility II, Core Income Funding 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. Core Income Funding 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 Core Income Funding 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 Core Income Funding II and on any payments received by Core Income Funding II in respect of those assets. Assets pledged to the Lenders will not be available to pay our debts.

Borrowings of Core Income Funding II are considered our borrowings for purposes of complying with the asset coverage requirements under the Investment Company Act of 1940, as amended.

SPV Asset Facility III

On March 24, 2022 (the “SPV Asset Facility III Closing Date”), Core Income Funding III LLC (“ORCIC III Financing”), a Delaware limited liability company and our newly formed subsidiary entered into a Credit Agreement (the “SPV Asset Facility III”), with ORCIC III Financing, as borrower, the Adviser, as servicer, the lenders from time to time parties thereto, Bank of America, N.A., as administrative agent, State Street Bank and Trust Company, as collateral agent, Alter Domus (US) LLC as collateral custodian and Bank of America, N.A., as sole lead arranger and sole book manager.

From time to time, we expect to sell and contribute certain investments to ORCIC III Financing pursuant to a Sale and Contribution Agreement, dated as of the Closing Date, by and between the Company and ORCIC III Financing. No gain or loss will be recognized as a result of the contribution. Proceeds from the SPV Asset Facility III will be used to finance the origination and acquisition of eligible assets by ORCIC III Financing, including the purchase of such assets from the Company. We retain a residual interest in assets contributed to or acquired by ORCIC III Financing through the Company’s ownership of ORCIC III Financing. The maximum principal amount of the SPV Asset Facility III is $750 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 ORCIC III Financing’s assets from time to time, and satisfaction of certain conditions, including certain portfolio criteria.

The SPV Asset Facility III provides for the ability to draw and redraw revolving loans under the SPV Asset Facility III for a period of up to three years after the Closing Date unless the commitments are terminated sooner as provided in the SPV Asset Facility III (the “SPV Asset Facility III Commitment Termination Date”). Unless otherwise terminated, the SPV Asset Facility III will mature on March 24, 2027 (the “SPV Asset Facility III Stated Maturity”). To the extent the commitments are terminated or permanently reduced during the first two years following the Closing Date, ORCC III Financing may owe a prepayment penalty. Prior to the SPV Asset Facility III Stated Maturity, proceeds received by ORCIC 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 III Stated Maturity, ORCIC 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 are benchmarked to Daily SOFR, amounts drawn in British pounds are benchmarked to SONIA plus an adjustment of 0.11930%, amounts drawn in Canadian dollars are benchmarked to CDOR, and amounts drawn in Euros are benchmarked to EURIBOR, and in each case plus a spread equal to the Applicable Margin. The “Applicable Margin” ranges from 1.60% to 2.10% depending on the composition of the collateral. The SPV Asset Facility III also allows for amounts drawn in U.S. dollars to bear interest at an alternate base rate without a spread.

From the SPV Asset Facility III Closing Date to the SPV Asset Facility III Commitment Termination Date, there is a commitment fee, calculated on a daily basis, ranging from 0.25% to 1.25% on the undrawn amount under the SPV Asset Facility III. The SPV
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Asset Facility III contains customary covenants, including certain limitations on the activities of ORCIC III Financing, including limitations on incurrence of incremental indebtedness, and customary events of default. The SPV Asset Facility III is secured by a perfected first priority security interest in the assets of ORCIC III Financing and on any payments received by ORCIC III Financing in respect of those assets. Assets pledged to the lenders under the SPV Asset Facility III will not be available to pay our debts.

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

SPV Asset Facility IV

On March 16, 2022 (the “SPV Facility IV Closing Date”), Core Income Funding IV LLC (“Core Income Funding IV”), a Delaware limited liability company and our newly formed subsidiary entered into a Credit Agreement (the “SPV Asset Facility IV”), with Core Income Funding IV, as Borrower, the lenders from time to time parties thereto (the “Lenders”), Sumitomo Mitsui Banking Corporation, as Administrative Agent, State Street Bank and Trust Company, as Collateral Agent, Collateral Administrator and Custodian and Alter Domus (US) LLC as Document Custodian.

From time to time, we expect to sell and contribute certain investments to Core Income Funding IV pursuant to a Sale and Contribution Agreement, dated as of the Closing Date, by and between us and Core Income Funding IV. No gain or loss will be recognized as a result of the contribution. Proceeds from the SPV Facility IV will be used to finance the origination and acquisition of eligible assets by Core Income Funding IV, including the purchase of such assets from us. We retain a residual interest in assets contributed to or acquired by Core Income Funding IV through its ownership of Core Income Funding IV. The maximum principal amount of the SPV Facility IV is $500 million; the availability of this amount is subject to an overcollateralization ratio test, which is based on the value of Core Income Funding IV’s assets from time to time, and satisfaction of certain conditions, including an interest coverage ratio test, certain concentration limits and collateral quality tests.

The SPV Facility IV provides for the ability to (1) draw term loans and (2) draw and redraw revolving loans under the SPV Facility IV for a period of up to three years after the Closing Date unless the revolving commitments are terminated or converted to term loans sooner as provided in the SPV Facility IV (the “Commitment Termination Date”). Unless otherwise terminated, the SPV Facility IV will mature on March 16, 2033 (the “Stated Maturity”). Prior to the Stated Maturity, proceeds received by Core Income Funding IV from principal and interest, dividends, or fees on assets must be used to pay fees, expenses and interest on outstanding borrowings, and the excess may be returned to us, subject to certain conditions. On the Stated Maturity, Core Income Funding IV must pay in full all outstanding fees and expenses and all principal and interest on outstanding borrowings, and the excess may be returned to us.


Amounts drawn bear interest at Term SOFR (or, in the case of certain lenders that are commercial paper conduits, the lower of their cost of funds and Term SOFR plus 0.15%) plus an applicable margin that ranges from 1.70% to 2.30% depending on a ratio of broadly syndicated loans to middle market loans in the collateral. From the Closing Date to the Commitment Termination Date, there is a commitment fee that steps up during the year after the Closing Date from 0.00% to 0.50% per annum on the undrawn amount, if any, of the revolving commitments in the SPV Facility IV. The SPV Facility IV contains customary covenants, including certain financial maintenance covenants, limitations on the activities of Core Income Funding IV, including limitations on incurrence of incremental indebtedness, and customary events of default. The SPV Facility IV is secured by a perfected first priority security interest in the assets of Core Income Funding IV and on any payments received by Core Income Funding IV in respect of those assets. Assets pledged to the Lenders will not be available to pay the debts of ours.

Borrowings of Core Income Funding IV are considered our borrowings for purposes of complying with the asset coverage requirements under the 1940 Act.


Unsecured Notes

September 2026 Notes

On September 21, 2021, we issued $350 million aggregate principal amount of 3.125% notes due 2026 (the “September 2026 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 September 2026 Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration.
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The September 2026 Notes were issued pursuant to an Indenture dated as of September 23, 2021 (the “Base Indenture”), between us and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as trustee (the “Trustee”), and a First Supplemental Indenture, dated as of September 23, 2021 (the “First Supplemental Indenture” and together with the Base Indenture, the “September 2026 Indenture”), between us and the Trustee. The September 2026 Notes will mature on September 23, 2026 and may be redeemed in whole or in part at our option at any time or from time to time at the redemption prices set forth in the September 2026 Indenture. The September 2026 Notes initially bear interest at a rate of 3.125% per year payable semi-annually on March 23 and September 23 of each year, commencing on March 23, 2022. Concurrent with the issuance of the September 2026 Notes, we entered into a Registration Rights (the "September 2026 Registration Rights Agreement") Agreement for the benefit of the purchasers of the September 2026 Notes. Pursuant to the September 2026 Registration Rights Agreement, we are obligated to file a registration statement with the SEC with respect to an offer to exchange the September 2026 Notes for a new issue of debt securities registered under the Securities Act with terms substantially identical to those of the September 2026 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 September 2026 Notes. If we fail to satisfy our registration obligations under the September 2026 Registration Rights Agreement, we will be required to pay additional interest to the holders of the September 2026 Notes. The Company filed a registration statement with the SEC and, on July 25, 2022, commenced an offer to exchange the September 2026 Notes for newly issuer registered notes with substantially similar terms. See "ITEM 1. - Notes to Consolidated Financial Statements - Note 12. Subsequent Events."

The September 2026 Notes are our direct, general unsecured obligations and rank senior in right of payment to all of our future indebtedness or other obligations that are expressly subordinated, or junior, in right of payment to the September 2026 Notes. The September 2026 Notes rank pari passu, or equal, in right of payment with all of our existing and future indebtedness or other obligations that are not so subordinated, or junior. The September 2026 Notes rank effectively subordinated, or junior, to any of the our future secured indebtedness or other obligations (including unsecured indebtedness that we later secure) to the extent of the value of the assets securing such indebtedness. The September 2026 Notes rank structurally subordinated, or junior, to all existing and future indebtedness and other obligations (including trade payables) incurred by our subsidiaries, financing vehicles or similar facilities.

The September 2026 Indenture contains certain covenants, including covenants requiring us to (i) comply with the asset coverage requirements of the 1940 Act, whether or not it is subject to those requirements, and (ii) provide financial information to the holders of the September 2026 Notes and the Trustee if we are no longer subject to the reporting requirements under the Exchange Act. These covenants are subject to important limitations and exceptions that are described in the September 2026 Indenture.

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

February 2027 Notes

On February 8, 2022, we issued $500 million aggregate principal amount of 4.70% notes due 2027 (the “February 2027 Notes”) in a private placement in reliance on Section 4(a)(2) of the Securities Act, and for initial resale to qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A promulgated under the Securities Act. The February 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 February 2027 Notes were issued pursuant to the Base Indenture and a Second Supplemental Indenture, dated as of February 8, 2022 (the “Second Supplemental Indenture” and together with the Base Indenture, the “February 2027 Indenture”), between us and the Trustee. The February 2027 Notes will mature on February 8, 2027 and may be redeemed in whole or in part at our option at any time or from time to time at the redemption prices set forth in the February 2027 Indenture. The February 2027 Notes initially bear interest at a rate of 4.70% per year payable semi-annually on February 8 and August 8 of each year, commencing on August 8, 2022. Concurrent with the issuance of the February 2027 Notes we entered into a Registration Rights Agreement (the “February 2027 Registration Rights Agreement”) for the benefit of the purchasers of the February 2027 Notes. Pursuant to the February 2027 Registration Rights Agreement we are obligated to file a registration statement with the SEC with respect to an offer to exchange the February 2027 Notes for a new issue of debt securities registered under the Securities Act with terms substantially identical to those of the February 2027 Notes (except for provisions relating to transfer restrictions and payment of additional interest) and to use its commercially reasonable efforts to consummate such exchange offer on the earliest practicable date after the registration statement has
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been declared effective but in no event later than 365 days after the initial issuance of the February 2027 Notes. If we fail to satisfy its registration obligations under the February 2027 Registration Rights Agreement, we will be required to pay additional interest to the holders of the February 2027 Notes. The Company filed a registration statement with the SEC and, on July 25, 2022, commenced an offer to exchange the February 2027 Notes for newly issuer registered notes with substantially similar terms.

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

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

March 2025 Notes

On March 29, 2022, we issued $500 million aggregate principal amount of its 5.500% notes due 2025 (the “March 2025 Notes”) in a private placement in reliance on Section 4(a)(2) of the Securities Act, and for initial resale by the Initial Purchasers to persons they reasonably believe to be qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A promulgated under the Securities Act. The March 2025 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 March 2025 Notes were issued pursuant to the Base Indenture and a Third Supplemental Indenture, dated as of March 29, 2022 (the “Third Supplemental Indenture” and together with the Base Indenture, the “March 2025 Indenture”), between us and the Trustee. The March 2025 Notes will mature on March 21, 2025 and may be redeemed in whole or in part at our option at any time or from time to time at the redemption prices set forth in the March 2025 Indenture. The March 2025 Notes bear interest at a rate of 5.500% per year payable semi-annually on March 21 and September 21 of each year, commencing on September 21, 2022. Concurrent with the issuance of the March 2025 Notes,we in connection with the offering, we entered into a Registration Rights Agreement, dated as of March 29, 2022 (the “March 2025 Registration Rights Agreement”), for the benefit of the purchasers of the March 2025 Notes. Pursuant to the March 2025 Registration Rights Agreement, we are obligated to file with the SEC a registration statement with respect to an offer to exchange the March 2025 Notes for a new issue of debt securities registered under the Securities Act with terms substantially identical to those of the March 2025 Notes (except for provisions relating to transfer restrictions and payment of additional interest) and to use its commercially reasonable efforts to consummate such exchange offer on the earliest practicable date after the registration statement has been declared effective but in no event later than 365 days after the initial issuance of the March 2025 Notes. If we fail to satisfy its registration obligations under the March 2025 Registration Rights Agreement, we will be required to pay additional interest to the holders of the March 2025 Notes. The Company filed a registration statement with the SEC and, on July 25, 2022, commenced an offer to exchange the March 2025 Notes for newly issuer registered notes with substantially similar terms.

The March 2025 Notes are our direct, general unsecured obligations and rank senior in right of payment to all of our future indebtedness or other obligations that are expressly subordinated, or junior, in right of payment to the March 2025 Notes. The March 2025 Notes rank pari passu, or equal, in right of payment with all of our existing and future indebtedness or other obligations that are not so subordinated, or junior to the March 2025 Notes. The March 2025 Notes rank effectively subordinated, or junior, to any of the Company’s future secured indebtedness or other obligations (including unsecured indebtedness that we secures) to the extent of the value of the assets securing such indebtedness. The March 2025 Notes rank structurally subordinated, or junior, to all existing and future indebtedness and other obligations (including trade payables) incurred by our subsidiaries, financing vehicles or similar facilities.

110


The March 2025 Indenture contains certain covenants, including covenants requiring us to (i) comply with Section 18(a)(1)(A) of the 1940 Act, as modified by Section 61(a) of the 1940 Act, for the period of time during which the March 2025 Notes are outstanding, whether or not it is subject to those requirements, and (ii) provide financial information to the holders of the March 2025 Notes and the Trustee if the we are no longer subject to the reporting requirements under the Exchange Act. These covenants are subject to important limitations and exceptions that are described in the March 2025 Indenture. In addition, if a change of control repurchase event, as defined in the March 2025 Indenture, occurs prior to maturity, holders of the March 2025 Notes will have the right, at their option, to require us to repurchase for cash some or all of the March 2025 Notes at a repurchase price equal to 100% of the aggregate principal amount of the March 2025 Notes being repurchased, plus accrued and unpaid interest to, but excluding, the repurchase date.


Off-Balance Sheet Arrangements


Portfolio Company Commitments


From time to time, we may enter into commitments to fund investments. As of June 30, 20212022 and December 31, 2020,2021, we had the following outstanding commitments to fund investments in current portfolio companies:

Portfolio Company

 

Investment

 

 

 

June 30, 2021

 

 

December 31, 2020

 

($ in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

ACR Group Borrower, LLC

 

First lien senior secured revolving loan

 

$

875

 

 

$

 

AxiomSL Group, Inc.

 

First lien senior secured revolving loan

 

 

212

 

 

 

212

 

BCTO BSI Buyer, Inc. (dba Buildertrend)

 

First lien senior secured revolving loan

 

 

107

 

 

 

107

 

Canadian Hospital Specialties Ltd.

 

First lien senior secured delayed draw term loan

 

 

958

 

 

 

 

Canadian Hospital Specialties Ltd.

 

First lien senior secured revolving loan

 

 

479

 

 

 

 

Dodge Data & Analytics LLC

 

First lien senior secured revolving loan

 

 

125

 

 

 

 

Evolution BuyerCo, Inc.

 

First lien senior secured delayed draw term loan

 

 

1,351

 

 

 

 

Evolution BuyerCo, Inc.

 

First lien senior secured revolving loan

 

 

676

 

 

 

 

Gaylord Chemical Company, L.L.C.

 

First lien senior secured revolving loan

 

 

791

 

 

 

 

Granicus, Inc.

 

First lien senior secured delayed draw term loan

 

 

71

 

 

 

 

Granicus, Inc.

 

First lien senior secured delayed draw term loan

 

 

345

 

 

 

 

Granicus, Inc.

 

First lien senior secured revolving loan

 

 

161

 

 

 

 

Hercules Borrower, LLC (dba The Vincit Group)

 

First lien senior secured revolving loan

 

 

96

 

 

 

96

 

Individual Foodservice Holdings, LLC

 

First lien senior secured delayed draw term loan

 

 

89

 

 

 

99

 

Individual Foodservice Holdings, LLC

 

First lien senior secured revolving loan

 

 

76

 

 

 

65

 

Milan Laser Holdings LLC

 

First lien senior secured revolving loan

 

 

1,765

 

 

 

 

PATRIOT ACQUISITION TOPCO S.A.R.L. (dba Corza Health, Inc.)

 

First lien senior secured revolving loan

 

 

88

 

 

 

 

Peter C. Foy & Associated Insurance Services, LLC

 

First lien senior secured delayed draw term loan D

 

 

1,189

 

 

 

 

Peter C. Foy & Associated Insurance Services, LLC

 

First lien senior secured revolving loan

 

 

5

 

 

 

 

PCF Holdco, LLC

 

Class A Units

 

 

163

 

 

 

 

Pluralsight, LLC

 

First lien senior secured revolving loan

 

 

392

 

 

 

 

Quva Pharma, Inc.

 

First lien senior secured revolving loan

 

 

455

 

 

 

 

Refresh Parent Holdings, Inc.

 

First lien senior secured delayed draw term loan

 

 

110

 

 

 

393

 

Refresh Parent Holdings, Inc.

 

First lien senior secured revolving loan

 

 

144

 

 

 

103

 

Relativity ODA LLC

 

First lien senior secured revolving loan

 

 

435

 

 

 

 


69


Portfolio CompanyInvestmentJune 30, 2022December 31, 2021
($ in thousands)
ABB/Con-cise Optical Group LLCFirst lien senior secured revolving loan$480 $— 
ACR Group Borrower, LLCFirst lien senior secured revolving loan25 875 
Alera Group, Inc.First lien senior secured delayed draw term loan790 47,273 
Alera Group, Inc.First lien senior secured delayed draw term loan33,654 — 
Anaplan, Inc.First lien senior secured revolving loan16,528 — 
Apex Group Treasury, LLCSecond lien senior secured delayed draw term loan6,618 6,618 
Apex Service Partners, LLCFirst lien senior secured delayed draw term loan49,383 — 
Apex Service Partners, LLCFirst lien senior secured revolving loan3,680 — 
Appfire Technologies, LLCFirst lien senior secured delayed draw term loan18,367 — 
Appfire Technologies, LLCFirst lien senior secured revolving loan1,539 — 
Armstrong Bidco Ltd. (dba The Access Group)First lien senior secured delayed draw term loan16,836 — 
Ascend Buyer, LLC (dba PPC Flexible Packaging)First lien senior secured revolving loan4,425 4,255 
Associations, Inc.First lien senior secured revolving loan4,829 4,829 
Associations, Inc.First lien senior secured delayed draw term loan65,207 — 
Athenahealth Group Inc.First lien senior secured delayed draw term loan6,522 — 
AxiomSL Group, Inc.First lien senior secured revolving loan2,591 2,591 
AxiomSL Group, Inc.First lien senior secured delayed draw term loan2,145 2,145 
Bayshore Intermediate #2, L.P. (dba Boomi)First lien senior secured revolving loan1,593 1,593 
BCPE Osprey Buyer, Inc. (dba PartsSource)First lien senior secured delayed draw term loan31,034 31,034 
BCPE Osprey Buyer, Inc. (dba PartsSource)First lien senior secured revolving loan4,655 4,655 
BCTO BSI Buyer, Inc. (dba Buildertrend)First lien senior secured revolving loan36 47 
Brightway Holdings, LLCFirst lien senior secured revolving loan2,105 2,105 
BW Holding, Inc.First lien senior secured delayed draw term loan— 4,184 
111

Portfolio Company

 

Investment

 

 

 

June 30, 2021

 

 

December 31, 2020

 

Thunder Purchaser, Inc.

 

First lien senior secured revolving loan

 

 

714

 

 

 

 

Thunder Purchaser, Inc.

 

First lien senior secured delayed draw term loan

 

 

2,041

 

 

 

 

Velocity HoldCo III Inc

 

First lien senior secured revolving loan

 

 

142

 

 

 

 

Total Unfunded Portfolio Company Commitments

 

 

 

 

 

$

14,055

 

 

$

1,075

 


Portfolio CompanyInvestmentJune 30, 2022December 31, 2021
Canadian Hospital Specialties LtdFirst lien senior secured delayed draw term loan669 939 
Canadian Hospital Specialties LtdFirst lien senior secured revolving loan154 388 
CFS Brands, LLCFirst lien senior secured delayed draw term loan11,344 — 
CivicPlus, LLCFirst lien senior secured delayed draw term loan— 4,400 
CivicPlus, LLCFirst lien senior secured revolving loan2,244 880 
Community Brands ParentCo, LLCFirst lien senior secured delayed draw term loan3,750 — 
Community Brands ParentCo, LLCFirst lien senior secured revolving loan1,875 — 
CSC MKG Topco LLC. (dba Medical Knowledge Group)First lien senior secured revolving loan12,921 — 
Denali BuyerCo, LLC (dba Summit Companies)First lien senior secured delayed draw term loan24,276 20,519 
Denali BuyerCo, LLC (dba Summit Companies)First lien senior secured revolving loan7,306 7,407 
Dermatology Intermediate Holdings III, IncFirst lien senior secured delayed draw term loan3,646 — 
Diamondback Acquisition, Inc. (dba Sphera)First lien senior secured delayed draw term loan9,553 9,553 
Dodge Data & Analytics LLCFirst lien senior secured revolving loan— 125 
EET Buyer, Inc. (dba e-Emphasys)First lien senior secured revolving loan1,955 1,955 
Entertainment Benefits Group, LLCFirst lien senior secured revolving loan11,600 — 
Evolution BuyerCo, Inc. (dba SIAA)First lien senior secured delayed draw term loan10,605 10,605 
Evolution BuyerCo, Inc. (dba SIAA)First lien senior secured revolving loan676 676 
Fortis Solutions Group, LLCFirst lien senior secured delayed draw term loan6,409 19,678 
Fortis Solutions Group, LLCFirst lien senior secured revolving loan6,297 6,747 
Fullsteam Operations, LLCFirst lien senior secured delayed draw term loan66,257 — 
Gaylord Chemical Company, L.L.C.First lien senior secured revolving loan791 791 
Gaylord Chemical Company, L.L.C.First lien senior secured revolving loan3,182 3,182 
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 delayed draw term loan10,000 — 
GI Ranger Intermediate, LLC (dba Rectangle Health)First lien senior secured revolving loan1,506 1,673 
Global Music Rights, LLCFirst lien senior secured revolving loan7,500 7,500 
GovBrands Intermediate, Inc.First lien senior secured delayed draw term loan870 870 
GovBrands Intermediate, Inc.First lien senior secured revolving loan881 881 
Granicus, Inc.First lien senior secured revolving loan161 161 
Granicus, Inc.First lien senior secured delayed draw term loan136 136 
GS Acquisitionco, Inc. (dba insightsoftware)First lien senior secured delayed draw term loan2,808 5,081 
Guidehouse Inc.First lien senior secured revolving loan— 7,018 
Hercules Borrower, LLC (dba The Vincit Group)First lien senior secured revolving loan85 96 
Hercules Borrower, LLC (dba The Vincit Group)First lien senior secured delayed draw term loan11,964 20,239 
Hissho Sushi Merger Sub LLCFirst lien senior secured revolving loan6,705 — 
112


Portfolio CompanyInvestmentJune 30, 2022December 31, 2021
IMO Investor Holdings, Inc.First lien senior secured delayed draw term loan4,963 — 
IMO Investor Holdings, Inc.First lien senior secured revolving loan2,234 — 
IG Investments Holdings, LLC (dba Insight Global)First lien senior secured revolving loan2,619 1,806 
Indigo Buyer, Inc. (dba Inovar Packaging Group)First lien senior secured delayed draw term loan31,750 — 
Indigo Buyer, Inc. (dba Inovar Packaging Group)First lien senior secured revolving loan10,583 — 
Individual Foodservice Holdings, LLCFirst lien senior secured delayed draw term loan33,169 — 
Individual Foodservice Holdings, LLCFirst lien senior secured delayed draw term loan— 14,861 
Individual Foodservice Holdings, LLCFirst lien senior secured delayed draw term loan— 29 
Individual Foodservice Holdings, LLCFirst lien senior secured delayed draw term loan9,822 — 
Individual Foodservice Holdings, LLCFirst lien senior secured revolving loan83 80 
Inovalon Holdings, Inc.First lien senior secured delayed draw term loan8,469 8,469 
Intelerad Medical Systems Inc.First lien senior secured revolving loan401 401 
Interoperability Bidco, Inc. (dba Lyniate)First lien senior secured revolving loan3,478 — 
Kaseya Inc.First lien senior secured delayed draw term loan4,342 — 
Kaseya Inc.First lien senior secured revolving loan4,342 — 
KBP Brands, LLCFirst lien senior secured delayed draw term loan3,416 — 
KPSKY Acquisition, Inc. (dba BluSky)First lien senior secured delayed draw term loan19,000 — 
KPSKY Acquisition, Inc. (dba BluSky)First lien senior secured delayed draw term loan525 4,372 
KWOR Acquisition, Inc. (dba Alacrity Solutions)First lien senior secured delayed draw term loan8,748 — 
KWOR Acquisition, Inc. (dba Alacrity Solutions)First lien senior secured revolving loan2,954 3,073 
Lignetics Investment Corp.First lien senior secured delayed draw term loan9,559 9,559 
Lignetics Investment Corp.First lien senior secured revolving loan956 9,559 
Mario Purchaser, LLC (dba Len the Plumber)First lien senior secured delayed draw term loan40,190 — 
Mario Purchaser, LLC (dba Len the Plumber)First lien senior secured revolving loan8,038 — 
Medline Borrower, LPFirst lien senior secured revolving loan2,020 2,020 
MHE Intermediate Holdings, LLC (dba OnPoint Group)First lien senior secured delayed draw term loan28,558 — 
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 loan3,571 3,571 
Milan Laser Holdings LLCFirst lien senior secured revolving loan1,765 1,765 
Ministry Brands Holdings, LLC.First lien senior secured delayed draw term loan15,819 15,819 
Ministry Brands Holdings, LLC.First lien senior secured revolving loan4,746 4,746 
Mitnick Corporate Purchaser, Inc.,First lien senior secured revolving loan9,375 — 
Natural Partners, LLCFirst lien senior secured revolving loan5,063 — 
NMI Acquisitionco, Inc. (dba Network Merchants)First lien senior secured revolving loan558 558 
NMI Acquisitionco, Inc. (dba Network Merchants)First lien senior secured delayed draw term loan1,375 1,375 
113


Portfolio CompanyInvestmentJune 30, 2022December 31, 2021
Notorious Topco, LLC (dba Beauty Industry Group)First lien senior secured delayed draw term loan8,803 8,803 
Notorious Topco, LLC (dba Beauty Industry Group)First lien senior secured revolving loan2,993 4,401 
OAC Holdings I Corp. (dba Omega Holdings)First lien senior secured revolving loan551 — 
OB Hospitalist Group, Inc.First lien senior secured revolving loan7,140 7,140 
Ole Smoky Distillery, LLCFirst lien senior secured revolving loan3,302 — 
Patriot Acquisition TopCo S.A.R.L (dba Corza Health, Inc.)First lien senior secured revolving loan88 88 
Pediatric Associates Holding Company, LLCFirst lien senior secured delayed draw term loan1,776 — 
Peter C. Foy & Associated Insurance Services, LLCFirst lien senior secured delayed draw term loan69,643 — 
Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services)First lien senior secured delayed draw term loan— 3,627 
Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services)First lien senior secured delayed draw term loan8,000 — 
Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services)First lien senior secured revolving loan2,570 2,570 
Plasma Buyer LLC (dba Pathgroup)First lien senior secured delayed draw term loan28,553 — 
Plasma Buyer LLC (dba Pathgroup)First lien senior secured revolving loan12,237 — 
Pluralsight, LLCFirst lien senior secured revolving loan392 392 
Pro Mach Group, Inc.First lien senior secured delayed draw term loan2,404 — 
QAD Inc.First lien senior secured revolving loan6,000 6,000 
Quva Pharma, Inc.First lien senior secured revolving loan218 455 
Refresh Parent Holdings, Inc.First lien senior secured delayed draw term loan— 11 
Refresh Parent Holdings, Inc.First lien senior secured delayed draw term loan— 10,667 
Refresh Parent Holdings, Inc.First lien senior secured revolving loan— 92 
Relativity ODA LLCFirst lien senior secured revolving loan435 435 
Securonix, Inc.First lien senior secured revolving loan5,339 — 
Simplisafe Holding CorporationFirst lien senior secured delayed draw term loan16,049 — 
Smarsh Inc.First lien senior secured delayed draw term loan20,762 — 
Smarsh Inc.First lien senior secured revolving loan5,190 — 
Southern Air & Heat Holdings, LLCFirst lien senior secured delayed draw term loan850 1,052 
Southern Air & Heat Holdings, LLCFirst lien senior secured revolving loan203 282 
Sovos Compliance, LLCFirst lien senior secured delayed draw term loan— 1,104 
SWK BUYER, Inc. (dba Stonewall Kitchen)First lien senior secured revolving loan1,953 — 
SWK BUYER, Inc. (dba Stonewall Kitchen)First lien senior secured delayed draw term loan13,947 — 
Tahoe Finco, LLCFirst lien senior secured revolving loan6,279 6,279 
Tamarack Intermediate, L.L.C. (dba Verisk 3E)First lien senior secured revolving loan5,336 — 
TC Holdings, LLC (dba TrialCard)First lien senior secured revolving loan7,768 — 
Tempo Buyer Corp. (dba Global Claims Services)First lien senior secured delayed draw term loan10,317 10,317 
Tempo Buyer Corp. (dba Global Claims Services)First lien senior secured revolving loan4,952 5,159 
The Shade Store, LLCFirst lien senior secured revolving loan3,409 6,818 
114


Portfolio CompanyInvestmentJune 30, 2022December 31, 2021
Thunder Purchaser, Inc. (dba Vector Solutions)First lien senior secured revolving loan470 714 
Thunder Purchaser, Inc. (dba Vector Solutions)First lien senior secured delayed draw term loan2,041 2,041 
Troon Golf, L.L.C.First lien senior secured delayed draw term loan30,000 — 
Troon Golf, L.L.C.First lien senior secured revolving loan7,207 7,207 
Ultimate Baked Goods Midco, LLCFirst lien senior secured revolving loan800 950 
Unified Women's Healthcare, LPFirst lien senior secured delayed draw term loan5,075 — 
Unified Women's Healthcare, LPFirst lien senior secured revolving loan8,120 — 
USRP Holdings, Inc. (dba U.S. Retirement and Benefits Partners)First lien senior secured revolving loan1,096 1,078 
Velocity HoldCo III Inc. (dba VelocityEHS)First lien senior secured revolving loan142 142 
When I Work, Inc.First lien senior secured revolving loan4,164 4,164 
Total Unfunded Portfolio Company Commitments$1,100,236 $422,808 


We maintain sufficient borrowing capacity to cover outstanding unfunded portfolio company commitments that we may be required to fund. We seek to carefully consider our unfunded portfolio company 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 portfolio company unfunded commitments we are required to fund.


Organizational and Offering Costs


The Adviser has incurred organization and offering costs on behalf of us in the amount of $3.2$2.7 million for the period from April 22, 2020 (Inception) to June 30, 2021,2022, of which $0.5$2.7 million has been charged to us pursuant to the Investment Advisory Agreement. Under the Investment Advisory Agreement and Administration Agreement, the Adviser is entitled to receive up to 1.5% of gross offering proceeds raised in our continuous public offering until all organization and offering costs paid by the Adviser have been recovered.


The Adviser has incurred organization and offering costs on behalf of the Companyus in the amount of $2.3$2.7 million for the period from April 22, 2020 (Inception) to December 31, 2020,2021, of which $0.2$2.7 million has been charged to the Companyus pursuant to the Investment Advisory Agreement.

See Note 3. Agreements and Related Party Transactions - Investment Advisory Agreement.


Other Commitments and Contingencies


From time to time, we may become a party to certain legal proceedings incidental to the normal course of our business. As of June 30, 2021,2022, management was not aware of any pending or threatened litigation against us.

litigation.


Contractual Obligations


A summary of our contractual payment obligations under our Promissory Notecredit facilities and notes as of June 30, 2021,2022, is as follows:

 

 

Payments Due by Period

 

($ in thousands)

 

Total

 

 

Less than 1 year

 

 

1-3 years

 

 

3-5 years

 

 

After 5 years

 

Promissory Note

 

$

20,000

 

 

$

20,000

 

 

$

 

 

$

 

 

$

 

Revolving Credit Facility

 

 

147,782

 

 

 

 

 

 

 

 

 

147,782

 

 

 

 

Total Contractual Obligations

 

$

167,782

 

 

$

20,000

 

 

$

 

 

$

147,782

 

 

$

 


115


($ in thousands)TotalLess than 1 year1-3 Years3-5 YearsAfter 5 years
Revolving Credit Facility$935,398 $— $— $935,398 $— 
SPV Asset Facility I549,782 — — — 549,782 
SPV Asset Facility II1,198,000 — — 1,198,000 — 
SPV Asset Facility III205,000 — — 205,000 — 
SPV Asset Facility IV465,000 — — — 465,000 
September 2026 Notes500,000 — — 500,000 — 
February 2027 Notes350,000 — — 350,000 — 
March 2025 Notes500,000 — 500,000 — — 
Total Contractual Obligations$4,703,180 $— $500,000 $3,188,398 $1,014,782 

Related Party Transactions


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


the Investment Advisory Agreement;

the Administration Agreement;

the Expense Support Agreement;

the Dealer Manager Agreement; and

the License Agreement.


In addition to the aforementioned agreements, we rely on exemptive relief that has been granted to our Adviser and certain affiliates 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 8.1. – Notes to Consolidated Financial Statements – Note 3. Agreements and Related Party Transactions” for further details.

70



Our Board has authorized us to enter into a series of Promissory Notes with an affiliate of our Adviser to borrow up to $75$250 million. See “ITEM 1. – Notes to Consolidated Financial Statements – Note. 6 Debt” for further details.



Critical Accounting Policies


The preparation of the consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets, and any other parameters used in determining such estimates could cause actual results to differ. Our critical accounting policies should be read in connection with our risk factors as disclosed in our Form 10-K for the fiscal year ended December 31, 20202021 and described in ITEM 1A. – RISK FACTORS.FACTORS.


Investments at Fair Value


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


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


116


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;

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

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

The Audit Committee reviews the valuations 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

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

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


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.


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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 accretion and amortization of discounts or premiums. Certain investments may have contractual payment-in-kind (“PIK”) interest or dividends. PIK interest represents accrued interest that is added to the principal amount of the investment on the respective interest payment dates rather than being paid in cash and generally becomes due at maturity. PIK dividends represent accrued dividends that are added to the shares held of the equity investment on the respective interest payment dates rather than being paid in cash and generally becomes due at a certain trigger date. For the three months ended June 30, 2022, PIK interest income earned was $7.2 million, representing 5.6% of total investment income. For the six months ended June 30, 2022, PIK interest earned was $12.2 million, representing 6.1% of total investment income. For the three and six months ended June 30, 2021, PIK interest income earned was less than 5% of total investment income. Discounts and premiums to par value on securities purchased are accreted or amortized into interest income over the contractual life of the respective security using the effective yield method. The amortized cost of investments represents the original cost adjusted for the amortization or accretion of discountspremiums 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.


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


Distributions

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


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

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


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


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


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;

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

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


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


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


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


With respect to distributions we have adopted a distribution reinvestment plan pursuant to which shareholders (except for residents of Alabama, Arkansas, Idaho, Kansas, Kentucky, Maine, Maryland, Massachusetts, Nebraska, New Jersey, Oklahoma, Oregon, Vermont and Washington and clients of participating broker-dealers that do not permit automatic enrollment in the distribution reinvestment plan) will have their cash distributions automatically reinvested in additional shares of the Company’s same class of common stock to which the distribution relates unless they elect to receive their distributions in cash. We expect to use newly issued shares to implement the distribution reinvestment plan. 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 electhave elected to be treated as a RIC under the Code beginning with our taxable year ended December 31, 2020, and intend to qualify for tax treatment as a RIC thereafter.RIC. 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.

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


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

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



Recent Developments


Amendment to SPV Asset Facility II
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On July 11, 2022, the parties to SPV Asset Facility II amended certain terms of the facility, including increasing the aggregate commitment of the Lenders under the facility from $1.650 billion to $1.690 billion and added a lender. On August 1, 2022, the parties to the SPV Asset Facility II further amended certain terms of the facility, including increasing the aggregate commitment of the Lenders under the facility from $1.690 billion to $1.800 billion, making various other changes and adding additional lenders.


Declaration of Special Distributions

On July 14, 2022, our Board of Directors declared special distributions to our stockholders. These distributions are in addition to those previously declared and announced. These additional distributions, each in the amount of $0.0025000 per share, are payable on August 31, 2022 and September 30, 2022 to shareholders of records of July 31, 2022 and August 31, 2022.

Commencement of Exchange Offer

On July 25, 2022, we commenced an offer to exchange each of the September 2026 Notes, the February 2027 Notes, and the March 2025 Notes for newly issued registered notes with substantially similar terms.

Amended and Restated Revolving Credit Facility

On August 11, 2022, we entered into an Amended and Restated Senior Secured Revolving Credit Agreement (the "A&R Revolver"), which amends and restates the Revolver in its entirety. The parties to the A&R Revolver include the us, as Borrower, the lenders from time to time parties thereto and Sumitomo Mitsui Banking Corporation as Administrative Agent. The A&R Revolver provides for among other things, (a) an upsize of the aggregate principal amount of the revolving credit commitments under the A&R Revolver from $1.175 billion to $1.550 billion, (b) an upsize of the accordion feature, subject to the satisfaction of various conditions, which could bring total commitments under the A&R Revolver from up to $1.300 billion to up to $2.325 billion, (c) an upsize of the swingline subfacility from $50 million to $200 million, (d) an extension of the revolver availability period from April 2025 to August 2026, (e) an extension of the scheduled maturity date from April 2026 to August 2027, (f) the removal of all maintenance financial covenants other than the minimum shareholders' equity test and the asset coverage ratio test and (g) a reset of the minimum shareholders' equity test.


Item 3. Quantitative and Qualitative Disclosures About Market Risk.


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


Valuation Risk


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


Interest Rate Risk


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

Substantially all of our

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 are financialmay be compressed, reducing our net income and potentially adversely affecting our operating results. Conversely, in nature. As a result, changes inrising interest rates and other factors driverate environment, such difference could potentially increase thereby increasing our performance more directly than does inflation. Changes in interest rates do not necessarily correlate with inflation rates or changes in inflation rates.

net income as indicated per the table below.


As of June 30, 2021, 100.0%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 0.76%0.7%.


Based on our Consolidated 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
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rate floors for floating rate instruments) assuming each floating rate investment is subject to 3 month LIBOR3-month reference rate election and there are no changes in our investment and borrowing structure.

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($ in millions)

 

Interest Income

 

 

Interest Expense

 

 

Net Income

 

Up 300 basis points

 

$

9.8

 

 

$

4.8

 

 

$

5.0

 

Up 200 basis points

 

$

5.7

 

 

$

3.1

 

 

$

2.6

 

Up 100 basis points

 

$

1.6

 

 

$

1.5

 

 

$

0.1

 

Up 50 basis points

 

$

0.1

 

 

$

0.7

 

 

$

(0.6

)

Down 25 basis points

 

$

-

 

 

$

(0.2

)

 

$

0.2

 

Down 50 basis points

 

$

-

 

 

$

(0.2

)

 

$

0.2

 


($ in millions)Interest IncomeInterest Expense
Net Income(1)
Up 300 basis points$244.6 $(100.6)$144.0 
Up 200 basis points$163.1 $(67.1)$96.0 
Up 100 basis points$81.5 $(33.5)$48.0 
Up 50 basis points$40.8 $(16.8)$24.0 
Down 50 basis points$(40.5)$16.8 $(23.7)
Down 100 basis points$(81.0)$33.5 $(47.4)
(1)Excludes the impact of income based fees. See Note 3 of our consolidated financial statements for more information on the income based fees.

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


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.

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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 has increased in the U.S. and globally. Inflation is likely to continue in the near to medium-term, particularly in the U.S., and monetary policy has tightened 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, we, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q and determined that our disclosure controls and procedures are effective as of the end of the period covered by the Quarterly Report on Form 10-Q.

(b)

Changes in Internal Controls Over Financial Reporting

(b)Changes in Internal Controls Over Financial Reporting


There have been no changes in our internal controls over financial reporting that occurred during the quarter ended June 30, 2021 quarter2022 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
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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, 2021,2022, 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, 20202021 and in our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2022 are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition and/or operating results.

Risks Related to Our Business

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

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

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

Blue Owl is not prohibited from raising money for and managing future investment entities, in addition to the funds managed by the adviser or its affiliates comprising Owl Rock and the private funds managed by Dyal (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

77


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 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.

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

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

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

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

A cyber incident is considered to be any adverse event that threatens the confidentiality, integrity or availability of the information resources of us or our portfolio companies. These incidents may be an intentional attack or an unintentional event and could involve gaining unauthorized access to our information systems or those of our portfolio companies or third-party

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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.

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. In order to satisfy the reinvestment portion of our dividends for the six months ended June 30, 2021,2022, we issued the following shares of common stock to stockholders of record on the dates noted below who did not opt out of our dividend reinvestment plan. These issuances were not subject to the registration requirements of the Securities Act of 1933, as amended.

Act.

Date of Issuance

 

Record Date

 

Number of Shares

 

 

Purchase Price

 

 

Share Class

April 28, 2021

 

March 31, 2021

 

 

1,571

 

 

$

9.26

 

 

Class D

April 28, 2021

 

March 31, 2021

 

 

1,317

 

 

$

9.26

 

 

Class I

May 27, 2021

 

April 30, 2021

 

 

2,460

 

 

$

9.26

 

 

Class S

May 27, 2021

 

April 30, 2021

 

 

3,859

 

 

$

9.25

 

 

Class D

May 27, 2021

 

April 30, 2021

 

 

9,976

 

 

$

9.26

 

 

Class I

June 24, 2021

 

May 31, 2021

 

 

5,083

 

 

$

9.28

 

 

Class S

June 24, 2021

 

May 31, 2021

 

 

6,914

 

 

$

9.27

 

 

Class D

June 24, 2021

 

May 31, 2021

 

 

14,539

 

 

$

9.28

 

 

Class I

Date of IssuanceRecord DateNumber of SharesPurchase PriceShare Class
January 27, 2022December 31, 2021101,113 $9.33  Class S
January 27, 2022December 31, 202139,372 $9.34  Class D
January 27, 2022December 31, 2021158,463 $9.34  Class I
February 23, 2022January 31, 2022129,805 $9.33  Class S
February 23, 2022January 31, 202244,790 $9.33  Class D
February 23, 2022January 31, 2022217,387 $9.34  Class I
March 24, 2022February 28, 2022159,152 $9.27  Class S
March 24, 2022February 28, 202272,910 $9.27  Class D
March 24, 2022February 28, 2022251,493 $9.28  Class I
April 25, 2022March 31, 2022187,121 $9.24 Class S
April 25, 2022March 31, 202280,760 $9.25 Class D
April 25, 2022March 31, 2022314,683 $9.26 Class I
May 24, 2022April 30, 2022228,068 $9.23 Class S
May 24, 2022April 30, 202287,493 $9.24 Class D
May 24, 2022April 30, 2022380,845 $9.25 Class I
June 23, 2022May 31, 2022269,369 $9.02 Class S
June 23, 2022May 31, 202293,375 $9.04 Class D
June 23, 2022May 31, 2022472,034 $9.05 Class I

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

Investment Team and Investment Committee

The Adviser's investment team (the “Investment Team”) is led by Douglas I. Ostrover, Marc S. Lipschultz and Craig W. Packer and is supported by certain members of the Adviser's senior executive team and the investment committee. The Investment committee is comprised of Douglas I. Ostrover, Marc S. Lipschultz, Craig W. Packer, Alexis Maged and, effective September 1, 2021,

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None.
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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 asthe Head of Underwriting non-technology for each of the Owl Rock Advisers and, effective September 1, 2021, serves as a member of the Investment Committee of the Adviser and ORDA. Prior to joining Owl Rock in 2017, Mr. Walwyn was a Managing Director with Guggenheim Partners from 2015 until 2017. Upon Apollo Global Management’s acquisition of Gulf Steam Asset management in 2011, Mr. Walwyn joined Apollo and was a Principal until 2014. Prior to its acquisition by Apollo, Mr. Walwyn was a Vice President at Gulf Stream Asset Management where he started in 2006. Earlier in his career, Mr. Walwyn worked in Investment Banking with JPMorgan. Mr. Walwyn received a B.A. from Cornell University and an M.B.A. from Duke University’s Fuqua School of Business and is a CFA charterholder.

Executive Officers

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

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

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

Ms. Withem, 38, is a Principal of Blue Owl and serves as the Co-Controller of each of the Owl Rock BDCs and, effective September 1, 2021, she will also serve as Co-Chief Accounting Officer of Owl Rock Capital Corporation II and Owl Rock Capital Corporation III and Co-Treasurer of each of the Owl Rock BDCs. 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

81


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 Mr. Kirshenbaum 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.

Item 6. Exhibits, Financial Statement Schedules.

Exhibit

Number

Exhibit
Number
Description of Exhibits

3.1

Articles of Incorporation of the Registrant (incorporated by reference to Exhibit (a)(1) to the Company’s Registration Statement on Form N-2, filed on October 16, 2020).

  3.2

  3.3

3.2

  10.1

10.1
10.2

  10.2

10.3

  10.3

Senior Secured Revolving CreditTermination Agreement, dated as of April 13, 2021, among Owl Rock Core Income Corp. as Borrower, the Lenders and Issuing Banks party thereto, and Sumitomo Mitsui Banking Corporation as Administrative Agent, Sumitomo Mitsui Banking Corporation and MUFG Union Bank, N.A. as Syndication Agents, Sumitomo Mitsui Banking Corporation and MUFG Union Bank, N.A. as Joint Lead Arrangers and Joint Book Runners, JP Morgan Chase Bank, N.A. and Bank of America as Documentation Agents (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K/A, filed on May 18, 2021).

 10.4

Amended and Restated Loan Agreement, dated May 12, 2021, by andJune 22, 2022, between Owl Rock Core Income Corp. and Owl Rock Feeder FIC ORCIC Debt LLC (incorporated by reference to Exhibit 10.310.1 of the Company’s Current Report on Form 8-K, filed on June 23, 2022).

10.4*

31.1*

31.2*

32.1**

32.2**

 99.1*

Code of Ethics.

________________

______________________
*    Filed herewith.

**    Furnished herewithherewith.
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.


82


SIGNATURES

Pursuant to the requirements of section 13 or 15(d) 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 Core Income Corp.

Date: August 12, 2021

11, 2022

By:

By:

/s/ Craig W. Packer

Craig W. Packer

Chief Executive Officer

Date: August 12, 2021

11, 2022

By:

By:

/s/ Bryan Cole

Bryan Cole

Chief FinancialOperating Officer and Chief AccountingFinancial Officer

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124