0001812554us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:LineOfCreditMemberorcic:SPVAssetFacilityVMember2022-12-31

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended JuneSeptember 30, 2023
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from___to
Commission File Number: 814-01369
BLUE OWL CREDIT INCOME CORP.
(Exact name of Registrant as specified in its Charter)

Maryland85-1187564
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
399 Park Avenue, New York, New York

10022
(Address of principal executive offices)


(Zip Code)

Registrant’s telephone number, including area code: (212) 419-3000
Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
NoneNoneNone
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 No ☐
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 No ☐
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definition of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filerAccelerated filer
Non-accelerated filerSmall reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of August 10,November 9, 2023, the registrant had 254,157,882292,341,953 shares of Class S common stock, 61,299,43766,386,537 shares of Class D common stock, and 436,200,611494,407,471 shares of Class I common stock, $0.01, par value per share, outstanding.
i


Table of Contents

Page
CONSOLIDATED FINANCIAL STATEMENTS
Item 1.
Item 2.
Item 3.
Item 4.
OTHER INFORMATION
Item 1.
Item 1A.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.
ii


CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements that involve substantial risks and uncertainties. Such statements involve known and unknown risks, uncertainties and other factors and undue reliance should not be placed thereon. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about Blue Owl Credit 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;
the impact of rising interest rates, elevated inflation rates, ongoing supply chain and labor market disruptions, instability in the U.S. and international banking systems, and the risk of recession onor a shutdown of government services could impact our business prospects and the prospects of our portfolio companies;
an economic downturn could also impact availability and pricing of our financing and our ability to access the debt and equity capital markets;
a contraction of available credit and/or an inability to access the equity markets could impair our lending and investment activities;
interest rate volatility including the decommissioning of LIBOR, could adversely affect our results, particularly because we use leverage as part of our investment strategy;
currency fluctuations could adversely affect the results of our investments in foreign companies, particularly to the extent that we receive payments denominated in foreign currency rather than U.S. dollars;
our future operating results;
the ability of our portfolio companies to achieve their objectives;
competition with other entities and our affiliates for investment opportunities;
risks related to the uncertainty of the value of our portfolio investments, particularly those having no liquid trading market;;
risks related to the uncertainty of the value of our portfolio investments, particularly those having no liquid trading market;
the use of borrowed money to finance a portion of our investments as well as any estimates regarding potential use of leverage;
the adequacy of our financing sources and working capital;
the loss of key personnel;
the timing of cash flows, if any, from the operations of our portfolio companies;
the ability of Blue Owl Credit Advisors LLC (“the Adviser” or “our Adviser”) to locate suitable investments for us and to monitor and administer our investments;
the ability of the Adviser to attract and retain highly talented professionals;
our ability to qualify for and maintain our tax treatment as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), and as a business development company (“BDC”);
the impact that environmental, social and governance matters could have on our brand and reputation and our portfolio companies;
the effect of legal, tax and regulatory changes;
the impact of information technology system failures, data security breaches, data privacy compliance, network disruptions, and cybersecurity attacks
the escalated conflict in the Middle East;
the impact of geo-political conditions, including revolution, insurgency, terrorism or war, including those arising out of the ongoing war between Russia and Ukraine and general uncertainty surrounding the financial and political stability of the United States, the United Kingdom, the European Union and China, on financial market volatility, global economic markets, and various markets for commodities globally such as oil and natural gas; and
other risks, uncertainties and other factors previously identified in the reports and other documents we have filed with the Securities and Exchange Commission (“SEC”).

Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this report should not be regarded as a representation by us that our plans and objectives will be achieved. These forward-looking statements apply only as of the date of this report. Moreover, we assume no duty and do not undertake to update the forward-looking statements. Because we are an investment company, the forward-looking statements and projections contained in this report are excluded from the safe harbor protection provided by Section 21E of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”).





3




Blue Owl Credit Income Corp.
Consolidated Statements of Assets and Liabilities
(Amounts in thousands, except share and per share amounts)
June 30, 2023
(Unaudited)
December 31, 2022September 30, 2023
(Unaudited)
December 31, 2022
AssetsAssetsAssets
Investments at fair valueInvestments at fair valueInvestments at fair value
Non-controlled, non-affiliated investments (amortized cost of $12,697,416 and $10,585,542, respectively)$12,660,772 $10,469,767 
Non-controlled, affiliated investments (amortized cost of $76,348 and $6,224, respectively)76,348 6,175 
Controlled, affiliated investments (amortized cost of $359,193 and $233,026, respectively)362,524 231,642 
Total investments at fair value (amortized cost of $13,132,957 and $10,824,792, respectively)13,099,644 10,707,584 
Cash (restricted cash of $26,326 and $23,000, respectively)364,162 225,247 
Non-controlled, non-affiliated investments (amortized cost of $13,808,253 and $10,585,542, respectively)Non-controlled, non-affiliated investments (amortized cost of $13,808,253 and $10,585,542, respectively)$13,810,549 $10,469,767 
Non-controlled, affiliated investments (amortized cost of $74,421 and $6,224, respectively)Non-controlled, affiliated investments (amortized cost of $74,421 and $6,224, respectively)77,407 6,175 
Controlled, affiliated investments (amortized cost of $472,453 and $233,026, respectively)Controlled, affiliated investments (amortized cost of $472,453 and $233,026, respectively)479,324 231,642 
Total investments at fair value (amortized cost of $14,355,127 and $10,824,792, respectively)Total investments at fair value (amortized cost of $14,355,127 and $10,824,792, respectively)14,367,280 10,707,584 
Cash (restricted cash of $33,803 and $23,000, respectively)Cash (restricted cash of $33,803 and $23,000, respectively)419,376 225,247 
Interest receivableInterest receivable98,960 80,402 Interest receivable111,750 80,402 
Receivable from a controlled affiliate8,316 20,202 
Receivable from controlled affiliatesReceivable from controlled affiliates8,724 20,202 
Receivable for investments soldReceivable for investments sold36,262 — Receivable for investments sold22,904 — 
Prepaid expenses and other assetsPrepaid expenses and other assets3,203 2,927 Prepaid expenses and other assets183,850 2,927 
Total AssetsTotal Assets$13,610,547 $11,036,362 Total Assets$15,113,884 $11,036,362 
LiabilitiesLiabilitiesLiabilities
Debt (net of unamortized debt issuance costs of $73,504 and $63,306, respectively)6,598,565 5,477,411 
Debt (net of unamortized debt issuance costs of $80,765 and $63,306, respectively)Debt (net of unamortized debt issuance costs of $80,765 and $63,306, respectively)$6,975,321 $5,477,411 
Distribution payableDistribution payable47,021 37,036 Distribution payable55,079 37,036 
Payable for investments purchasedPayable for investments purchased50,364 41,706 Payable for investments purchased174,083 41,706 
Payables to affiliatesPayables to affiliates39,175 32,590 Payables to affiliates41,740 32,590 
Tender offer payableTender offer payable76,264 110,836 Tender offer payable103,908 110,836 
Accrued expenses and other liabilitiesAccrued expenses and other liabilities105,601 87,030 Accrued expenses and other liabilities101,785 87,030 
Total LiabilitiesTotal Liabilities$6,916,990 $5,786,609 Total Liabilities7,451,916 5,786,609 
Commitments and contingencies (Note 7)Commitments and contingencies (Note 7)Commitments and contingencies (Note 7)
Net AssetsNet AssetsNet Assets
Class S Common shares $0.01 par value, 1,000,000,000 shares authorized; 241,935,918 and 196,951,435 shares issued and outstanding, respectively2,419 1,970 
Class D Common shares $0.01 par value, 1,000,000,000 shares authorized; 59,251,502 and 48,895,298 shares issued and outstanding, respectively595 489 
Class I Common shares $0.01 par value, 1,000,000,000 shares authorized; 418,671,705 and 332,811,718 shares issued and outstanding, respectively4,187 3,328 
Class S Common shares $0.01 par value, 1,000,000,000 shares authorized; 277,661,749 and 196,951,435 shares issued and outstanding, respectivelyClass S Common shares $0.01 par value, 1,000,000,000 shares authorized; 277,661,749 and 196,951,435 shares issued and outstanding, respectively2,777 1,970 
Class D Common shares $0.01 par value, 1,000,000,000 shares authorized; 63,961,682 and 48,895,298 shares issued and outstanding, respectivelyClass D Common shares $0.01 par value, 1,000,000,000 shares authorized; 63,961,682 and 48,895,298 shares issued and outstanding, respectively640 489 
Class I Common shares $0.01 par value, 1,000,000,000 shares authorized; 471,968,302 and 332,811,718 shares issued and outstanding, respectivelyClass I Common shares $0.01 par value, 1,000,000,000 shares authorized; 471,968,302 and 332,811,718 shares issued and outstanding, respectively4,720 3,328 
Additional paid-in-capitalAdditional paid-in-capital6,619,394 5,322,239 Additional paid-in-capital7,493,625 5,322,239 
Accumulated undistributed (overdistributed) earningsAccumulated undistributed (overdistributed) earnings66,962 (78,273)Accumulated undistributed (overdistributed) earnings160,206 (78,273)
Total Net AssetsTotal Net Assets$6,693,557 $5,249,753 Total Net Assets7,661,968 5,249,753 
Total Liabilities and Net AssetsTotal Liabilities and Net Assets$13,610,547 $11,036,362 Total Liabilities and Net Assets$15,113,884 $11,036,362 
Net Asset Value Per Class S ShareNet Asset Value Per Class S Share$9.28 $9.06 Net Asset Value Per Class S Share$9.40 $9.06 
Net Asset Value Per Class D ShareNet Asset Value Per Class D Share$9.29 $9.07 Net Asset Value Per Class D Share$9.41 $9.07 
Net Asset Value Per Class I ShareNet Asset Value Per Class I Share$9.31 $9.08 Net Asset Value Per Class I Share$9.43 $9.08 

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












4



Blue Owl Credit Income Corp.
Consolidated Statements of Operations
(Amounts in thousands, except share and per share amounts)
(Unaudited)

For the Three Months Ended September 30,For the Nine Months Ended September 30,
2023202220232022
Investment Income
Investment income from non-controlled, non-affiliated investments:
Interest income$357,354 $174,782 $931,597 $345,230 
Payment-in-kind (“PIK”) interest income18,178 12,198 51,140 24,369 
Dividend income2,338 — 6,470 — 
Payment-in-kind (“PIK”) dividend income16,729 13,166 51,131 21,829 
Other income2,995 5,073 10,412 12,857 
Total investment income from non-controlled, non-affiliated investments397,594 205,219 1,050,750 404,285 
Investment income from non-controlled, affiliated investments:
Dividend income214 — 547 — 
Total investment income from non-controlled, affiliated investments214 — 547 — 
Investment income from controlled, affiliated investments:
Payment-in-kind (“PIK”) interest income773 — 773 — 
Dividend income10,200 — 26,318 — 
Total investment income from controlled, affiliated investments10,973 — 27,091 — 
Total Investment Income408,781 205,219 1,078,388 404,285 
Operating Expenses
Offering costs1,156 1,090 2,093 3,440 
Interest expense127,342 61,773 331,488 113,254 
Management fees21,466 12,672 57,262 27,570 
Performance based incentive fees30,803 15,142 82,050 29,489 
Professional fees4,416 2,916 10,330 6,250 
Directors’ fees448 296 972 845 
Shareholder servicing fees5,696 3,558 14,916 8,444 
Other general and administrative1,828 1,755 4,981 4,087 
Total Operating Expenses193,155 99,202 504,092 193,379 
Expense support (Note 3)— — — (6,775)
Net Operating Expenses193,155 99,202 504,092 186,604 
Net Investment Income (Loss) Before Taxes215,626 106,017 574,296 217,681 
Income tax expense (benefit), including excise tax expense (benefit)1,027 2,529 
Net Investment Income (Loss) After Taxes$214,599 $106,013 $571,767 $217,677 
Net Realized and Change in Unrealized Gain (Loss)
Net change in unrealized gain (loss):
Non-controlled, non-affiliated investments$46,417 $48,819 $119,573 $(142,695)
Non-controlled, affiliated investments2,986 — 3,035 — 
Controlled, affiliated investments3,541 — 8,254 — 
Translation of assets and liabilities in foreign currencies(1,779)351 (2,652)
Income tax (provision) benefit— (1)— 
Total Net Change in Unrealized Gain (Loss)52,954 47,040 131,212 (145,347)
Net realized gain (loss):
Non-controlled, non-affiliated investments(2,411)(234)(9,589)125 
Non-controlled, affiliated investments— — — — 
Controlled, affiliated investments— — — — 
Foreign currency transactions267 52 207 261 
Total Net Realized Gain (Loss)(2,144)(182)(9,382)386 
Total Net Realized and Change in Unrealized Gain (Loss)50,810 46,858 121,830 (144,961)
Total Net Increase (Decrease) in Net Assets Resulting from Operations$265,409 $152,871 $693,597 $72,716 
Net Increase (Decrease) in Net Assets Resulting from Operations - Class S Common Stock$89,934 $51,124 $233,584 $20,523 
Net Increase (Decrease) in Net Assets Resulting from Operations - Class D Common Stock$21,281 $13,457 $57,320 $6,459 
Net Increase (Decrease) in Net Assets Resulting from Operations - Class I Common Stock$154,194 $88,290 $402,694 $45,734 
Earnings Per Share - Basic and Diluted of Class S Common Stock$0.34 $0.30 $0.99 $0.15 
Weighted Average Shares of Class S Common Stock Outstanding - Basic and Diluted266,167,781171,779,747236,530,998134,859,276
Earnings Per Share - Basic and Diluted of Class D Common Stock$0.34 $0.31 $0.99 $0.18 
Weighted Average Shares of Class D Common Stock Outstanding - Basic and Diluted62,982,45343,183,93058,042,79035,082,254
Earnings Per Share - Basic and Diluted of Class I Common Stock$0.34 $0.31 $0.99 $0.22 
Weighted Average Shares of Class I Common Stock Outstanding - Basic and Diluted456,349,592280,852,155407,774,285211,931,540

For the Three Months Ended June 30,For the Six Months Ended June 30,
2023202220232022
Investment Income
Investment income from non-controlled, non-affiliated investments:
Interest income$310,981 $110,034 $574,243 $170,448 
PIK interest income17,885 7,195 32,962 12,171 
Dividend income4,132 — 4,132 — 
PIK dividend income16,432 5,777 34,402 8,663 
Other income4,411 5,915 7,417 7,784 
Total investment income from non-controlled, non-affiliated investments353,841 128,921 653,156 199,066 
Investment income from non-controlled, affiliated investments:
Dividend income333 — 333 — 
Total investment income from non-controlled, affiliated investments333 — 333 — 
Investment income from controlled, affiliated investments:
Dividend income10,021 — 16,118 — 
Total investment income from controlled, affiliated investments10,021 — 16,118 — 
Total Investment Income364,195 128,921 669,607 199,066 
Operating Expenses
Offering costs324 1,179 937 2,350 
Interest expense114,551 36,110 204,146 51,481 
Management fees18,855 9,348 35,796 14,898 
Performance based incentive fees27,571 9,483 51,247 14,347 
Professional fees3,146 2,053 5,914 3,334 
Directors' fees259 267 524 549 
Shareholder servicing fees4,893 2,924 9,220 4,886 
Other general and administrative1,596 1,197 3,153 2,332 
Total Operating Expenses171,195 62,561 310,937 94,177 
Expense support (Note 3)— (2,713)— (6,775)
Net Operating Expenses171,195 59,848 310,937 87,402 
Net Investment Income (Loss) Before Taxes193,000 69,073 358,670 111,664 
Income tax expense (benefit) including excise tax expense (benefit)1,407 — 1,502 — 
Net Investment Income (Loss) After Taxes191,593 69,073 357,168 111,664 
Net Realized and Change in Unrealized Gain (Loss)
Net change in unrealized gain (loss):
Non-controlled, non-affiliated investments$12,502 $(168,229)$73,156 $(191,514)
Non-controlled, affiliated investments50 — 49 — 
Controlled, affiliated investments1,462 — 4,713 — 
Translation of assets and liabilities in foreign currencies209 (701)347 (873)
Income tax (provision) benefit— — (7)— 
Total Net Change in Unrealized Gain (Loss)14,223 (168,930)78,258 (192,387)
Net realized gain (loss):
Non-controlled, non-affiliated investments(2,601)109 (7,178)359 
Non-controlled, affiliated investments— — — — 
Controlled, affiliated investments— — — — 
Foreign currency transactions(60)22 (60)209 
Total Net Realized Gain (Loss)(2,661)131 (7,238)568 
Total Net Realized and Change in Unrealized Gain (Loss)11,562 (168,799)71,020 (191,819)
Total Net Increase (Decrease) in Net Assets Resulting from Operations$203,155 $(99,726)$428,188 $(80,155)
Net Increase (Decrease) in Net Assets Resulting from Operations - Class S Common Stock$68,006 $(36,762)$143,663 $(30,601)
Net Increase (Decrease) in Net Assets Resulting from Operations - Class D Common Stock$17,233 $(8,956)$36,023 $(6,998)
Net Increase (Decrease) in Net Assets Resulting from Operations - Class I Common Stock$117,916 $(54,008)$248,502 $(42,556)
Earnings Per Share - Basic and Diluted of Class S Common Stock$0.29 $(0.26)$0.65 $(0.26)
Weighted Average Shares of Class S Common Stock Outstanding - Basic and Diluted233,305,828139,449,179221,466,999116,093,069
Earnings Per Share - Basic and Diluted of Class D Common Stock$0.29 $(0.25)$0.65 $(0.23)
Weighted Average Shares of Class D Common Stock Outstanding - Basic and Diluted59,122,09736,329,37555,532,02230,964,275
Earnings Per Share - Basic and Diluted of Class I Common Stock$0.29 $(0.25)$0.65 $(0.24)
Weighted Average Shares of Class I Common Stock Outstanding - Basic and Diluted404,528,122219,206,555383,084,074176,900,067
The accompanying notes are an integral part of these consolidated financial statements.
5

Blue Owl Credit Income Corp.
Consolidated Schedule of Investments
As of JuneSeptember 30, 2023
(Amounts in thousands, except share amounts)
(Unaudited)

Company(1)(2)(3)(20)(29)InvestmentInterestMaturity
Date
Par /
Units
Amortized
Cost(4)(25)
Fair
Value
Percentage
of Net
Assets
Non-controlled/non-affiliated portfolio
company investments
Debt Investments(5)
Advertising and media
Global Music Rights, LLC(10)First lien senior secured loanSR +5.75%08/2028$83,109 $81,800 $83,108 1.2%
Global Music Rights, LLC(10)(17)(18)First lien senior secured revolving loanSR +5.75%08/2027— (104)— 0.0%
Circana Group, L.P. (fka The NPD Group, L.P.)(9)First lien senior secured loanSR +6.25% (2.75% PIK)12/2028226,154 222,043 223,327 3.3%
Circana Group, L.P. (fka The NPD Group, L.P.)(9)(17)First lien senior secured revolving loanSR +5.75%12/20271,141 906 963 0.0%
310,404 304,645 307,398 4.5%
Aerospace and defense
Bleriot US Bidco Inc.(10)(22)First lien senior secured loanSR +4.00%10/2026$5,070 $5,070 $5,063 0.1%
ManTech International Corporation(10)First lien senior secured loanSR +5.75%09/202914,110 13,851 13,969 0.2%
ManTech International Corporation(10)(17)(18)(19)First lien senior secured delayed draw term loanSR +5.75%09/2024— (30)— 0.0%
ManTech International Corporation(10)(17)(18)First lien senior secured revolving loanSR +5.75%09/2028— (31)(18)0.0%
Peraton Corp.(9)(22)First lien senior secured loanSR +3.75%02/202814,669 14,647 14,383 0.2%
Peraton Corp.(10)(22)Second lien senior secured loanSR +7.75%02/20294,854 4,798 4,695 0.1%
38,703 38,305 38,092 0.6%
Automotive
Holley Inc.(10)(22)First lien senior secured loanSR +3.75%11/2028$2,335 $2,322 $1,989 0.0%
Mavis Tire Express Services Topco Corp.(9)(22)First lien senior secured loanSR +4.00%05/20289,800 9,764 9,702 0.1%
OAC Holdings I Corp. (dba Omega Holdings)(11)First lien senior secured loanSR +5.00%03/20299,096 8,939 8,823 0.1%
OAC Holdings I Corp. (dba Omega Holdings)(10)(17)First lien senior secured revolving loanSR +5.00%03/20281,838 1,797 1,760 0.0%
Power Stop, LLC(6)(21)First lien senior secured loanL +4.75%01/202929,625 29,377 24,441 0.4%
Spotless Brands, LLC(10)First lien senior secured loanSR +6.50%07/202854,030 53,083 53,491 0.9%
Spotless Brands, LLC(10)(17)(18)First lien senior secured revolving loanSR +6.50%07/2028— (25)(15)0.0%
106,724 105,257 100,191 1.5%
Asset based lending and fund finance
Hg Genesis 9 Sumoco Ltd.(13)(23)Unsecured facilityE +7.00% PIK03/2027$133,034 $133,553 $133,034 2.0%
Hg Saturn LuchaCo Ltd.(14)(23)Unsecured facilityS +7.50% PIK03/20262,112 2,249 2,091 0.0%
135,146 135,802 135,125 2.0%
Buildings and real estate
Associations, Inc.(10)First lien senior secured loanSR +6.50% (2.50% PIK)07/2027$106,000 $105,087 $105,205 1.6%
Associations, Inc.(10)(17)(18)First lien senior secured revolving loanSR +6.50%07/2027— (32)(24)0.0%
Associations, Inc.(11)(17)(19)First lien senior secured delayed draw term loanSR +6.50% (2.50% PIK)06/202439,630 39,148 39,172 0.6%
Company(1)(2)(3)(20)(29)InvestmentInterestMaturity DatePar/UnitsAmortized Cost(4)(25)Fair ValuePercentage 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 loanSR +5.75%08/2028$82,898 $81,641 $82,898 1.1 %
Global Music Rights, LLC(7)(17)(18)First lien senior secured revolving loanSR +5.75%08/2027— (98)— 0.0 %
Circana Group, L.P. (fka The NPD Group, L.P.)(6)First lien senior secured loanSR +6.25% (2.75% PIK)12/2028227,246 223,286 224,972 2.9 %
Circana Group, L.P. (fka The NPD Group, L.P.)(6)(17)First lien senior secured revolving loanSR +5.75%12/20272,568 2,346 2,425 0.0 %
312,712 307,175 310,295 4.0 %
Aerospace and defense
Bleriot US Bidco, Inc.(7)(22)First lien senior secured loanSR +4.00%10/2028$11,891 $11,832 $11,891 0.2 %
Dynasty Acquisition Co., Inc. (dba StandardAero Limited)(6)(22)First lien senior secured loanSR +4.00%08/20289,077 8,986 9,051 0.1 %
Dynasty Acquisition Co., Inc. (dba StandardAero Limited)(6)(22)First lien senior secured loanSR +4.00%08/20283,890 3,851 3,879 0.1 %
ManTech International Corporation(7)First lien senior secured loanSR +5.75%09/202914,075 13,824 13,968 0.2 %
ManTech International Corporation(6)(17)(19)First lien senior secured delayed draw term loanSR +5.75%09/20241,193 1,153 1,184 0.0 %
ManTech International Corporation(7)(17)(18)First lien senior secured revolving loanSR +5.75%09/2028— (30)(14)0.0 %
Peraton Corp.(6)(22)First lien senior secured loanSR +3.75%02/202814,589 14,568 14,544 0.2 %
Peraton Corp.(7)(22)Second lien senior secured loanSR +7.75%02/20294,831 4,777 4,719 0.1 %
59,546 58,961 59,222 0.9 %
Automotive
Holley Inc.(7)(22)First lien senior secured loanSR +3.75%11/2028$2,289 $2,277 $2,206 0.0 %
Mavis Tire Express Services Topco Corp.(6)(22)First lien senior secured loanSR +4.00%05/20289,775 9,741 9,741 0.1 %
OAC Holdings I Corp. (dba Omega Holdings)(8)First lien senior secured loanSR +5.00%03/20299,073 8,922 8,846 0.1 %
OAC Holdings I Corp. (dba Omega Holdings)(8)(17)(18)First lien senior secured revolving loanSR +5.00%03/2028— (39)(64)0.0 %
Power Stop, LLC(6)(21)First lien senior secured loanSR +4.75%01/202929,550 29,311 25,118 0.3 %
Spotless Brands, LLC(7)First lien senior secured loanSR +6.50%07/202854,030 53,120 53,491 0.7 %
Spotless Brands, LLC(7)(17)(18)First lien senior secured revolving loanSR +6.50%07/2028— (23)(15)0.0 %
104,717 103,309 99,323 1.2 %
Asset based lending and fund finance
Hg Genesis 9 Sumoco Limited(13)(23)Unsecured facilityE +7.00% PIK03/2027$132,556 $137,057 $132,556 1.7 %
Hg Saturn Luchaco Limited(14)(23)Unsecured facilitySA +7.50% PIK03/20262,154 2,376 2,154 0.0 %
134,710 139,433 134,710 1.7 %
Buildings and real estate
Associations, Inc.(7)First lien senior secured loanSR +6.50% (2.50% PIK)07/2027$106,674 $105,808 $105,874 1.4 %
Associations, Inc.(7)(17)(18)First lien senior secured revolving loanSR +6.50%07/2027— (30)(36)0.0 %
Associations, Inc.(7)(17)(19)First lien senior secured delayed draw term loanSR +6.50% (2.50% PIK)06/202447,688 47,237 47,228 0.6 %
CoreLogic Inc.(6)(22)First lien senior secured loanSR +3.50%06/202836,762 36,177 33,899 0.4 %
6

Blue Owl Credit Income Corp.
Consolidated Schedule of Investments (Continued)
As of JuneSeptember 30, 2023
(Amounts in thousands, except share amounts)
(Unaudited)
Company(1)(2)(3)(20)(29)InvestmentInterestMaturity
Date
Par /
Units
Amortized
Cost(4)(25)
Fair
Value
Percentage
of Net
Assets
CoreLogic Inc.(6)(22)First lien senior secured loanL +3.50%06/202836,856 36,246 33,226 0.5%
Cushman & Wakefield U.S. Borrower, LLC(9)(22)First lien senior secured loanSR +2.75%08/202510,000 9,910 9,900 0.1%
Dodge Construction Network, LLC(10)First lien senior secured loanSR +4.75%02/202917,028 16,812 13,622 0.2%
RealPage, Inc.(9)(22)First lien senior secured loanSR +3.00%04/202814,131 14,117 13,810 0.2%
RealPage, Inc.(9)(22)Second lien senior secured loanSR +6.50%04/202927,500 27,167 26,559 0.4%
Wrench Group LLC(10)First lien senior secured loanSR +4.50%04/202617,000 16,690 16,830 0.3%
Wrench Group LLC(10)(22)First lien senior secured loanSR +4.00%04/202610,491 10,374 10,364 0.2%
278,636 275,519 268,664 4.1%
Business services
Access CIG, LLC(9)Second lien senior secured loanSR +7.75%02/2026$2,385 $2,381 $2,379 0.0%
BrightView Landscapes, LLC(10)(22)First lien senior secured loanSR +3.25%04/20299,306 9,004 9,149 0.1%
Capstone Acquisition Holdings, Inc.(9)First lien senior secured loanSR +4.75%11/20279,949 9,878 9,924 0.1%
ConnectWise, LLC(6)(22)First lien senior secured loanL +3.50%09/202829,851 29,909 29,013 0.4%
CoolSys, Inc.(10)(22)First lien senior secured loanSR +4.75%08/20287,534 6,997 6,897 0.1%
CoolSys, Inc.(10)(17)(19)(22)First lien senior secured delayed draw term loanSR +4.75%08/2023640 539 521 0.0%
CoreTrust Purchasing Group LLC(9)First lien senior secured loanSR +6.75%10/202996,906 95,114 95,937 1.4%
CoreTrust Purchasing Group LLC(9)(17)(18)(19)First lien senior secured delayed draw term loanSR +6.75%09/2024— (63)— 0.0%
CoreTrust Purchasing Group LLC(9)(17)(18)First lien senior secured revolving loanSR +6.75%10/2029— (240)(142)0.0%
Denali BuyerCo, LLC (dba Summit Companies)(7)First lien senior secured loanL +5.75%09/2028198,751 196,063 197,758 2.9%
Denali BuyerCo, LLC (dba Summit Companies)(7)(17)(18)First lien senior secured revolving loanL +5.75%09/2027— (90)(50)0.0%
Diamondback Acquisition, Inc. (dba Sphera)(9)First lien senior secured loanSR +5.50%09/202847,108 46,362 46,402 0.7%
Diamondback Acquisition, Inc. (dba Sphera)(9)(17)(18)(19)First lien senior secured delayed draw term loanSR +5.50%09/2023— (71)(48)0.0%
Entertainment Benefits Group, LLC(9)First lien senior secured loanSR +4.75%05/202874,646 74,022 74,646 1.1%
Entertainment Benefits Group, LLC(9)(17)First lien senior secured revolving loanSR +4.75%04/20271,933 1,845 1,933 0.0%
Fullsteam Operations, LLC(10)First lien senior secured loanSR +7.50% (3.00% PIK)10/202783,701 82,032 84,538 1.3%
Hercules Borrower, LLC (dba The Vincit Group)(10)First lien senior secured loanSR +6.25%12/2026804 796 804 0.0%
Hercules Borrower, LLC (dba The Vincit Group)(10)First lien senior secured loanSR +5.50%12/20262,182 2,166 2,165 0.0%
Hercules Borrower, LLC (dba The Vincit Group)(10)(17)(19)First lien senior secured delayed draw term loanSR +5.50%09/202313,033 12,930 12,935 0.2%
Hercules Borrower, LLC (dba The Vincit Group)(10)(17)First lien senior secured revolving loanSR +6.25%12/202610 10 0.0%
Hercules Buyer, LLC (dba The Vincit Group)(16)(28)Unsecured notes0.48% PIK12/202924 24 27 0.0%
Company(1)(2)(3)(20)(29)InvestmentInterestMaturity DatePar/UnitsAmortized Cost(4)(25)Fair ValuePercentage of Net Assets
Cushman & Wakefield U.S. Borrower, LLC(6)(22)First lien senior secured loanSR +2.75%08/20251,233 1,216 1,230 0.0 %
Dodge Construction Network, LLC(7)First lien senior secured loanSR +4.75%02/202916,985 16,777 13,843 0.2 %
RealPage, Inc.(6)(22)First lien senior secured loanSR +3.00%04/202814,095 14,081 13,919 0.2 %
RealPage, Inc.(6)(22)Second lien senior secured loanSR +6.50%04/202927,500 27,177 27,536 0.4 %
Wrench Group LLC(7)First lien senior secured loanSR +4.50%04/202616,958 16,673 16,915 0.2 %
Wrench Group LLC(7)First lien senior secured loanSR +4.00%04/202610,463 10,356 10,411 0.1 %
278,358 275,472 270,819 3.5 %
Business services
Access CIG, LLC(6)(22)First lien senior secured loanSR +5.00%02/2025$80,000 $78,035 $78,823 1.0 %
Access CIG, LLC(7)Second lien senior secured loanSR +7.75%02/20262,385 2,381 2,361 0.0 %
BrightView Landscapes, LLC(7)(22)First lien senior secured loanSR +3.25%04/20295,781 5,599 5,779 0.1 %
Capstone Acquisition Holdings, Inc.(6)First lien senior secured loanSR +4.75%11/20279,924 9,857 9,899 0.1 %
ConnectWise, LLC(6)(22)First lien senior secured loanSR +3.50%09/202829,776 29,831 29,255 0.4 %
CoolSys, Inc.(7)First lien senior secured loanSR +4.75%08/202813,914 12,934 12,835 0.2 %
CoreTrust Purchasing Group LLC(6)First lien senior secured loanSR +6.75%10/202996,663 94,925 95,695 1.2 %
CoreTrust Purchasing Group LLC(6)(17)(18)(19)First lien senior secured delayed draw term loanSR +6.75%09/2024— (61)— 0.0 %
CoreTrust Purchasing Group LLC(6)(17)(18)First lien senior secured revolving loanSR +6.75%10/2029— (226)(142)0.0 %
Denali BuyerCo, LLC (dba Summit Companies)(7)First lien senior secured loanSR +5.50%09/2028198,248 195,679 197,751 2.6 %
Denali BuyerCo, LLC (dba Summit Companies)(7)(17)(18)First lien senior secured revolving loanSR +5.50%09/2027— (85)(25)0.0 %
Diamondback Acquisition, Inc. (dba Sphera)(6)First lien senior secured loanSR +5.50%09/202846,988 46,271 46,284 0.6 %
Entertainment Benefits Group, LLC(6)First lien senior secured loanSR +4.75%09/202574,458 73,863 74,457 1.0 %
Entertainment Benefits Group, LLC(6)(17)First lien senior secured revolving loanSR +4.75%09/20251,933 1,850 1,933 0.0 %
Fullsteam Operations, LLC(7)First lien senior secured loanSR +7.50% (3.00% PIK)10/202785,300 83,734 86,153 1.1 %
Hercules Borrower, LLC (dba The Vincit Group)(7)First lien senior secured loanSR +6.25%12/2026802 794 802 0.0 %
Hercules Borrower, LLC (dba The Vincit Group)(7)First lien senior secured loanSR +5.50%12/20262,176 2,162 2,171 0.0 %
Hercules Borrower, LLC (dba The Vincit Group)(7)(17)(19)First lien senior secured delayed draw term loanSR +5.50%12/202613,000 12,905 12,967 0.2 %
Hercules Borrower, LLC (dba The Vincit Group)(7)(17)First lien senior secured revolving loanSR +6.25%12/20260.0 %
Hercules Buyer, LLC (dba The Vincit Group)(16)(28)Unsecured notes0.48% PIK12/202924 24 27 0.0 %
Kaseya Inc.(7)First lien senior secured loanSR +6.25% (2.50% PIK)06/202971,871 70,634 71,692 0.9 %
Kaseya Inc.(7)(17)(19)First lien senior secured delayed draw term loanSR +6.25% (2.50% PIK)06/2024265 227 265 0.0 %
Kaseya Inc.(7)(17)First lien senior secured revolving loanSR +6.25% (2.50% PIK)06/20291,093 1,022 1,082 0.0 %
KPSKY Acquisition, Inc. (dba BluSky)(7)First lien senior secured loanSR +5.25%10/202883,568 82,341 82,733 1.1 %
7

Blue Owl Credit Income Corp.
Consolidated Schedule of Investments (Continued)
As of JuneSeptember 30, 2023
(Amounts in thousands, except share amounts)
(Unaudited)
Company(1)(2)(3)(20)(29)InvestmentInterestMaturity
Date
Par /
Units
Amortized
Cost(4)(25)
Fair
Value
Percentage
of Net
Assets
Kaseya Inc.(9)First lien senior secured loanSR +6.25% (2.50% PIK)06/202971,717 70,439 71,538 1.1%
Kaseya Inc.(9)(17)(19)First lien senior secured delayed draw term loanSR +6.25% (2.50% PIK)06/2024265 225 265 0.0%
Kaseya Inc.(9)(17)First lien senior secured revolving loanSR +6.25% (2.50% PIK)06/20291,085 1,011 1,075 0.0%
KPSKY Acquisition, Inc. (dba BluSky)(10)First lien senior secured loanSR +5.50%10/202883,782 82,437 82,525 1.2%
KPSKY Acquisition, Inc. (dba BluSky)(10)(17)(19)First lien senior secured delayed draw term loanSR +5.50%06/202410,401 10,144 10,202 0.2%
Packers Holdings, LLC(9)(22)First lien senior secured loanSR +3.25%03/202825,987 25,873 17,926 0.3%
Ping Identity Holding Corp.(9)First lien senior secured loanSR +7.00%10/202921,818 21,514 21,600 0.3%
Ping Identity Holding Corp.(9)(17)(18)First lien senior secured revolving loanSR +7.00%10/2028— (29)(22)0.0%
793,818 781,221 779,907 11.4%
Chemicals
Aruba Investments Holdings LLC (dba Angus Chemical Company)(6)(22)First lien senior secured loanL +4.00%11/2027$13,832 $13,615 $13,324 0.2%
Aruba Investments Holdings LLC (dba Angus Chemical Company)(6)Second lien senior secured loanL +7.75%11/202840,137 40,126 35,321 0.5%
Cyanco Intermediate 2 Corp.(9)First lien senior secured loanSR +4.75%07/202822,000 21,340 21,340 0.3%
Douglas Products and Packaging Company LLC(10)First lien senior secured loanSR +7.00%06/202524,310 24,115 24,188 0.4%
Douglas Products and Packaging Company LLC(15)(17)First lien senior secured revolving loanP +6.00%06/2025320 295 304 0.0%
Gaylord Chemical Company, L.L.C.(10)First lien senior secured loanSR +6.00%03/2027101,996 101,239 101,996 1.5%
Gaylord Chemical Company, L.L.C.(10)(17)(18)First lien senior secured revolving loanSR +6.00%03/2026— (24)— 0.0%
Nouryon Finance B.V.(10)(22)(23)First lien senior secured loanSR +4.00%04/20283,000 2,993 2,969 0.0%
Nouryon Finance B.V.(10)(22)(23)First lien senior secured loanSR +2.75%10/20254,983 4,867 4,977 0.1%
Velocity HoldCo III Inc. (dba VelocityEHS)(10)First lien senior secured loanSR +5.75%04/20272,311 2,275 2,311 0.0%
Velocity HoldCo III Inc. (dba VelocityEHS)(9)(17)First lien senior secured revolving loanSR +5.75%04/202694 93 94 0.0%
212,983 210,934 206,824 3.0%
Consumer products
ConAir Holdings LLC(7)Second lien senior secured loanL +7.50%05/2029$32,500 $32,077 $30,550 0.5%
Foundation Consumer Brands, LLC(10)First lien senior secured loanSR +6.25%02/202748,041 48,051 48,041 0.7%
Foundation Consumer Brands, LLC(10)First lien senior secured loanSR +6.25%02/202760,000 58,204 60,000 0.9%
Lignetics Investment Corp.(10)First lien senior secured loanSR +6.00%11/202784,859 84,047 83,798 1.2%
Lignetics Investment Corp.(11)(17)First lien senior secured revolving loanSR +6.00%10/202611,088 10,993 10,945 0.2%
Olaplex, Inc.(9)(22)(23)First lien senior secured loanSR +3.50%02/202949,434 48,705 46,097 0.7%
SWK BUYER, Inc. (dba Stonewall Kitchen)(11)First lien senior secured loanSR +5.25%03/202959,374 58,381 56,999 0.9%
Company(1)(2)(3)(20)(29)InvestmentInterestMaturity DatePar/UnitsAmortized Cost(4)(25)Fair ValuePercentage of Net Assets
KPSKY Acquisition, Inc. (dba BluSky)(7)(17)(19)First lien senior secured delayed draw term loanSR +5.25%06/202413,431 13,157 13,296 0.2 %
Packers Holdings, LLC(6)(22)First lien senior secured loanSR +3.25%03/202816,617 16,517 9,804 0.1 %
Ping Identity Holding Corp.(6)First lien senior secured loanSR +7.00%10/202921,818 21,522 21,709 0.3 %
Ping Identity Holding Corp.(6)(17)(18)First lien senior secured revolving loanSR +7.00%10/2028— (28)(11)0.0 %
870,040 855,868 857,600 11.1 %
Chemicals
Aruba Investments Holdings LLC (dba Angus Chemical Company)(6)(22)First lien senior secured loanSR +4.00%11/2027$13,796 $13,591 $13,504 0.2 %
Aruba Investments Holdings LLC (dba Angus Chemical Company)(6)Second lien senior secured loanSR +7.75%11/202840,137 40,126 37,328 0.5 %
Cyanco Intermediate 2 Corp.(6)(22)First lien senior secured loanSR +4.75%07/202822,000 21,350 22,007 0.3 %
Gaylord Chemical Company, L.L.C.(7)First lien senior secured loanSR +6.00%03/2027101,734 101,021 101,226 1.3 %
Gaylord Chemical Company, L.L.C.(7)(17)(18)First lien senior secured revolving loanSR +6.00%03/2026— (22)(20)0.0 %
Nouryon Finance B.V.(7)(22)(23)First lien senior secured loanSR +4.00%04/20282,993 2,986 2,953 0.0 %
Nouryon Finance B.V.(6)(22)(23)First lien senior secured loanSR +4.00%10/202510,971 10,800 10,815 0.1 %
Velocity HoldCo III Inc. (dba VelocityEHS)(7)First lien senior secured loanSR +5.75%04/20272,305 2,272 2,305 0.0 %
Velocity HoldCo III Inc. (dba VelocityEHS)(6)(17)First lien senior secured revolving loanSR +5.75%04/202635 34 35 0.0 %
193,971 192,158 190,153 2.4 %
Consumer products
ConAir Holdings LLC(6)Second lien senior secured loanSR +7.50%05/2029$32,500 $32,090 $30,794 0.4 %
Foundation Consumer Brands, LLC(7)First lien senior secured loanSR +6.25%02/202747,416 47,430 47,416 0.6 %
Foundation Consumer Brands, LLC(7)First lien senior secured loanSR +6.25%02/202759,219 57,549 59,219 0.8 %
Lignetics Investment Corp.(7)First lien senior secured loanSR +6.00%11/202784,643 83,872 83,797 1.1 %
Lignetics Investment Corp.(8)(17)First lien senior secured revolving loanSR +6.00%10/202611,088 11,000 10,974 0.1 %
Olaplex, Inc.(6)(22)(23)First lien senior secured loanSR +3.50%02/202949,309 48,607 41,114 0.5 %
SWK BUYER, Inc. (dba Stonewall Kitchen)(7)First lien senior secured loanSR +5.25%03/202959,224 58,265 56,855 0.7 %
SWK BUYER, Inc. (dba Stonewall Kitchen)(7)(17)First lien senior secured revolving loanSR +5.25%03/20293,626 3,540 3,403 0.0 %
347,025 342,353 333,572 4.2 %
Containers and packaging
Ascend Buyer, LLC (dba PPC Flexible Packaging)(7)First lien senior secured loanSR +6.40%10/2028$49,327 $48,946 $49,327 0.6 %
Ascend Buyer, LLC (dba PPC Flexible Packaging)(7)(17)(18)First lien senior secured revolving loanSR +6.40%09/2027— (34)— 0.0 %
Ascend Buyer, LLC (dba PPC Flexible Packaging)(7)First lien senior secured loanSR +6.40%10/202830,463 29,928 30,463 0.4 %
Ascend Buyer, LLC (dba PPC Flexible Packaging)(7)First lien senior secured loanSR +6.75%09/20288,933 8,770 8,933 0.1 %
Berlin Packaging L.L.C.(6)(22)First lien senior secured loanSR +3.75%03/202814,895 14,562 14,717 0.2 %
BW Holding, Inc.(7)(22)First lien senior secured loanSR +4.00%12/202821,783 20,963 19,504 0.3 %
Charter NEX US, Inc.(6)(22)First lien senior secured loanSR +3.75%12/202734,690 34,272 34,343 0.4 %
8

Blue Owl Credit Income Corp.
Consolidated Schedule of Investments (Continued)
As of JuneSeptember 30, 2023
(Amounts in thousands, except share amounts)
(Unaudited)
Company(1)(2)(3)(20)(29)InvestmentInterestMaturity
Date
Par /
Units
Amortized
Cost(4)(25)
Fair
Value
Percentage
of Net
Assets
SWK BUYER, Inc. (dba Stonewall Kitchen)(11)(17)First lien senior secured revolving loanSR +5.25%03/20295,161 5,070 4,937 0.1%
350,457 345,528 341,367 5.2%
Containers and packaging
Ascend Buyer, LLC (dba PPC Flexible Packaging)(10)First lien senior secured loanSR +6.40%10/2028$49,453 $49,057 $49,453 0.7%
Ascend Buyer, LLC (dba PPC Flexible Packaging)(10)(17)(18)First lien senior secured revolving loanSR +6.40%09/2027— (36)— 0.0%
Ascend Buyer, LLC (dba PPC Flexible Packaging)(10)First lien senior secured loanSR +6.40%10/202830,540 29,984 30,540 0.5%
Ascend Buyer, LLC (dba PPC Flexible Packaging)(10)First lien senior secured loanSR +6.75%09/20288,955 8,787 8,955 0.1%
Berlin Packaging L.L.C.(7)(22)First lien senior secured loanL +3.75%03/202814,933 14,584 14,663 0.2%
BW Holding, Inc.(10)First lien senior secured loanSR +4.00%12/202814,005 13,848 12,768 0.2%
Charter NEX US, Inc.(9)(22)First lien senior secured loanSR +3.75%12/202734,690 34,251 34,388 0.5%
Five Star Lower Holding LLC(11)(22)First lien senior secured loanSR +4.25%05/202921,711 21,448 21,377 0.3%
Fortis Solutions Group, LLC(10)First lien senior secured loanSR +5.50%10/202867,302 66,204 65,787 1.0%
Fortis Solutions Group, LLC(10)(17)First lien senior secured revolving loanSR +5.50%10/2027900 803 748 0.0%
Indigo Buyer, Inc. (dba Inovar Packaging Group)(10)First lien senior secured loanSR +6.25%05/2028113,316 112,329 113,316 1.7%
Indigo Buyer, Inc. (dba Inovar Packaging Group)(10)(17)First lien senior secured revolving loanSR +6.25%05/20282,117 2,013 2,117 0.0%
Pregis Topco LLC(9)(21)(22)First lien senior secured loanSR +3.75%07/20266,951 6,787 6,898 0.1%
Pregis Topco LLC(6)Second lien senior secured loanL +6.75%08/202930,000 30,000 29,850 0.4%
Pregis Topco LLC(6)Second lien senior secured loanL +7.75%08/20292,500 2,500 2,500 0.0%
Ring Container Technologies Group, LLC(9)(22)First lien senior secured loanSR +3.50%08/202816,168 16,124 16,084 0.2%
Tricorbraun Holdings, Inc.(9)(22)First lien senior secured loanSR +3.25%03/202817,463 17,077 16,978 0.3%
431,004 425,760 426,422 6.2%
Distribution
ABB/Con-cise Optical Group LLC(10)First lien senior secured loanSR +7.50%02/2028$33,223 $32,812 $32,476 0.5%
Aramsco, Inc.(9)First lien senior secured loanSR +5.75%08/202530,823 30,661 30,823 0.5%
Aramsco, Inc.(9)(17)(18)First lien senior secured revolving loanSR +5.75%08/2025— (15)— 0.0%
Aramsco, Inc.(9)(17)(19)First lien senior secured delayed draw term loanSR +5.75%04/20242,205 2,142 2,205 0.0%
BCPE Empire Holdings, Inc. (dba Imperial-Dade)(9)(22)First lien senior secured loanSR +4.75%12/202854,992 54,452 54,794 0.8%
Dealer Tire, LLC(9)(22)First lien senior secured loanSR +4.50%12/20275,023 5,029 4,998 0.1%
Dealer Tire, LLC(16)(21)(22)Unsecured notes8.00%02/202856,120 55,022 51,372 0.8%
Formerra, LLC(10)First lien senior secured loanSR +7.25%11/20285,237 5,080 5,119 0.1%
Formerra, LLC(10)(17)(19)First lien senior secured delayed draw term loanSR +7.25%11/2023157 151 153 0.0%
Company(1)(2)(3)(20)(29)InvestmentInterestMaturity DatePar/UnitsAmortized Cost(4)(25)Fair ValuePercentage of Net Assets
Five Star Lower Holding LLC(7)First lien senior secured loanSR +4.25%05/202921,656 21,403 20,790 0.3 %
Fortis Solutions Group, LLC(7)First lien senior secured loanSR +5.50%10/202867,131 66,077 65,620 0.9 %
Fortis Solutions Group, LLC(7)(17)(18)First lien senior secured revolving loanSR +5.50%10/2027— (91)(152)0.0 %
Indigo Buyer, Inc. (dba Inovar Packaging Group)(7)First lien senior secured loanSR +6.25%05/2028113,030 112,088 113,030 1.5 %
Indigo Buyer, Inc. (dba Inovar Packaging Group)(7)(17)First lien senior secured revolving loanSR +6.25%05/20282,117 2,018 2,117 0.0 %
Pregis Topco LLC(6)(21)(22)First lien senior secured loanSR +3.75%07/20266,933 6,781 6,913 0.1 %
Pregis Topco LLC(6)Second lien senior secured loanSR +6.75%08/202930,000 30,000 29,925 0.4 %
Pregis Topco LLC(6)Second lien senior secured loanSR +7.75%08/20292,500 2,500 2,500 0.0 %
ProAmpac PG Borrower LLC(15)(22)First lien senior secured loanP +3.50%09/202820,000 19,888 19,870 0.3 %
Ring Container Technologies Group, LLC(6)(22)First lien senior secured loanSR +3.50%08/202816,127 16,085 16,111 0.2 %
Tricorbraun Holdings, Inc.(6)(22)First lien senior secured loanSR +3.25%03/202817,419 17,051 17,069 0.2 %
457,004 451,207 451,080 5.9 %
Distribution
ABB/Con-cise Optical Group LLC(7)First lien senior secured loanSR +7.50%02/2028$33,306 $32,912 $32,057 0.4 %
Aramsco, Inc.(6)First lien senior secured loanSR +5.75%08/202530,743 30,611 30,743 0.3 %
Aramsco, Inc.(6)(17)First lien senior secured revolving loanSR +5.75%08/20251,434 1,422 1,434 0.0 %
Aramsco, Inc.(6)(17)(19)First lien senior secured delayed draw term loanSR +5.75%04/20243,275 3,219 3,275 0.0 %
BCPE Empire Holdings, Inc. (dba Imperial-Dade)(6)(22)First lien senior secured loanSR +4.75%12/202854,855 54,335 54,800 0.7 %
Dealer Tire, LLC(6)(22)First lien senior secured loanSR +4.50%12/20275,010 5,016 5,013 0.1 %
Dealer Tire, LLC(16)(21)(22)Unsecured notes8.00%02/202856,120 55,071 52,618 0.7 %
Formerra, LLC(7)First lien senior secured loanSR +7.25%11/20285,224 5,073 5,132 0.1 %
Formerra, LLC(7)(17)(19)First lien senior secured delayed draw term loanSR +7.25%11/2023156 151 154 0.0 %
Formerra, LLC(7)(17)First lien senior secured revolving loanSR +7.25%11/202847 33 38 0.0 %
BradyIFS Holdings, LLC (fka Individual Foodservice Holdings, LLC)(6)First lien senior secured loanSR +6.25%11/20251,282 1,272 1,282 0.0 %
BradyIFS Holdings, LLC (fka Individual Foodservice Holdings, LLC)(7)First lien senior secured loanSR +6.25%11/202562,329 61,984 62,329 0.8 %
BradyIFS Holdings, LLC (fka Individual Foodservice Holdings, LLC)(6)First lien senior secured loanSR +6.75%11/20251,938 1,923 1,938 0.0 %
BradyIFS Holdings, LLC (fka Individual Foodservice Holdings, LLC)(6)First lien senior secured delayed draw term loanSR +6.25%11/202536,326 36,102 36,326 0.5 %
BradyIFS Holdings, LLC (fka Individual Foodservice Holdings, LLC)(7)(17)(19)First lien senior secured delayed draw term loanSR +6.75%12/20233,698 3,639 3,698 0.0 %
BradyIFS Holdings, LLC (fka Individual Foodservice Holdings, LLC)(6)(17)First lien senior secured revolving loanSR +6.25%11/20240.0 %
SRS Distribution, Inc.(6)(22)First lien senior secured loanSR +3.50%06/202823,955 23,744 23,690 0.3 %
9

Blue Owl Credit Income Corp.
Consolidated Schedule of Investments (Continued)
As of JuneSeptember 30, 2023
(Amounts in thousands, except share amounts)
(Unaudited)
Company(1)(2)(3)(20)(29)InvestmentInterestMaturity
Date
Par /
Units
Amortized
Cost(4)(25)
Fair
Value
Percentage
of Net
Assets
Formerra, LLC(10)(17)First lien senior secured revolving loanSR +7.25%11/202847 32 36 0.0%
BradyIFS Holdings, LLC (fka Individual Foodservice Holdings, LLC)(10)First lien senior secured loanSR +6.25%11/20251,285 1,275 1,285 0.0%
BradyIFS Holdings, LLC (fka Individual Foodservice Holdings, LLC)(10)First lien senior secured loanSR +6.25%11/202562,487 62,102 62,487 0.9%
BradyIFS Holdings, LLC (fka Individual Foodservice Holdings, LLC)(10)First lien senior secured loanSR +6.75%11/20251,942 1,926 1,942 0.0%
BradyIFS Holdings, LLC (fka Individual Foodservice Holdings, LLC)(10)First lien senior secured delayed draw term loanSR +6.25%11/202536,417 36,167 36,417 0.5%
BradyIFS Holdings, LLC (fka Individual Foodservice Holdings, LLC)(10)(17)(19)First lien senior secured delayed draw term loanSR +6.75%12/20231,046 980 1,046 0.0%
BradyIFS Holdings, LLC (fka Individual Foodservice Holdings, LLC)(10)(17)First lien senior secured revolving loanSR +6.25%11/20240.0%
SRS Distribution, Inc.(6)(22)First lien senior secured loanL +3.50%06/202824,017 23,796 23,317 0.4%
White Cap Supply Holdings, LLC(9)(22)First lien senior secured loanSR +3.75%10/202716,542 16,103 16,372 0.2%
331,572 327,723 324,851 4.8%
Education
CIG Emerald Holding LLC(9)(23)First lien senior secured loanSR +5.50%06/2027$76,000 $75,225 $75,810 1.1%
Community Brands ParentCo, LLC(9)First lien senior secured loanSR +5.50%02/202831,477 30,968 31,162 0.5%
Community Brands ParentCo, LLC(9)(17)(18)(19)First lien senior secured delayed draw term loanSR +5.50%02/2024— (29)— 0.0%
Community Brands ParentCo, LLC(9)(17)(18)First lien senior secured revolving loanSR +5.50%02/2028— (29)(19)0.0%
Severin Acquisition, LLC (dba Powerschool)(10)(22)First lien senior secured loanSR +3.00%08/202514,781 14,769 14,766 0.2%
Sophia, L.P.(9)First lien senior secured loanSR +4.25%10/202715,037 14,914 14,999 0.2%
Pluralsight, LLC(10)First lien senior secured loanSR +8.00%04/20276,255 6,209 6,161 0.1%
Pluralsight, LLC(10)(17)First lien senior secured revolving loanSR +8.00%04/2027196 194 190 0.0%
Renaissance Learning, Inc.(10)(22)First lien senior secured loanSR +4.75%05/202520,000 19,455 19,726 0.3%
163,746 161,676 162,795 2.4%
Energy equipment and services
Pike Corp.(9)(22)First lien senior secured loanSR +3.00%01/2028$5,991 $5,977 $5,960 0.1%
5,991 5,977 5,960 0.1%
Financial services
Acuris Finance US, Inc. (ION Analytics) (10)(22)First lien senior secured loanSR +4.00%02/2028$10,500 $10,435 $10,354 0.2%
Adenza Group, Inc.(9)First lien senior secured loanSR +5.75%12/202734,654 34,391 34,654 0.5%
Adenza Group, Inc.(9)(17)(18)(19)First lien senior secured delayed draw term loanSR +5.75%07/2023— (7)— 0.0%
Adenza Group, Inc.(9)(17)(18)First lien senior secured revolving loanSR +5.75%12/2025— (15)— 0.0%
BTRS Holdings Inc. (dba Billtrust)(10)First lien senior secured loanSR +8.00%12/202810,850 10,545 10,633 0.2%
Company(1)(2)(3)(20)(29)InvestmentInterestMaturity DatePar/UnitsAmortized Cost(4)(25)Fair ValuePercentage of Net Assets
White Cap Supply Holdings, LLC(6)(22)First lien senior secured loanSR +3.75%10/202716,501 16,083 16,456 0.2 %
336,208 332,598 330,992 4.1 %
Education
Community Brands ParentCo, LLC(7)First lien senior secured loanSR +5.50%02/2028$31,397 $30,912 $31,083 0.4 %
Community Brands ParentCo, LLC(7)(17)(18)(19)First lien senior secured delayed draw term loanSR +5.50%02/2024— (28)— 0.0 %
Community Brands ParentCo, LLC(7)(17)(18)First lien senior secured revolving loanSR +5.50%02/2028— (28)(19)0.0 %
Learning Care Group (US) No. 2 Inc.(7)(22)First lien senior secured loanSR +4.75%08/202822,500 22,163 22,462 0.3 %
Severin Acquisition, LLC (dba Powerschool)(7)(22)First lien senior secured loanSR +3.00%08/202514,742 14,732 14,716 0.2 %
Sophia, L.P.(6)First lien senior secured loanSR +4.25%10/202714,999 14,883 14,961 0.2 %
Spring Education Group, Inc. (fka SSH Group Holdings, Inc.)(6)First lien senior secured loanSR +4.50%09/203013,337 13,171 13,171 0.2 %
Pluralsight, LLC(7)First lien senior secured loanSR +8.00%04/20276,255 6,211 6,051 0.1 %
Pluralsight, LLC(7)(17)First lien senior secured revolving loanSR +8.00%04/2027246 244 233 0.0 %
Renaissance Learning, Inc.(6)(22)First lien senior secured loanSR +4.75%04/203020,000 19,469 19,818 0.3 %
123,476 121,729 122,476 1.7 %
Energy equipment and services
Pike Corp.(6)(22)First lien senior secured loanSR +3.00%01/2028$5,991 $5,978 $5,977 0.1 %
5,991 5,978 5,977 0.1 %
Financial services
Acuris Finance US, Inc. (ION Analytics) (7)(22)First lien senior secured loanSR +4.00%02/2028$10,500 $10,438 $10,337 0.1 %
Adenza Group, Inc.(6)First lien senior secured loanSR +5.75%12/202734,566 34,315 34,566 0.5 %
Adenza Group, Inc.(6)(17)(18)First lien senior secured revolving loanSR +5.75%12/2025— (13)— 0.0 %
Boost Newco Borrower, LLC (dba WorldPay)(22)(23)First lien senior secured loanSR +3.00%09/203050,000 49,750 49,965 0.7 %
BTRS Holdings Inc. (dba Billtrust)(7)First lien senior secured loanSR +8.00%12/202810,850 10,555 10,688 0.1 %
BTRS Holdings Inc. (dba Billtrust)(7)(17)(19)First lien senior secured delayed draw term loanSR +8.00%12/2024336 336 322 0.0 %
BTRS Holdings Inc. (dba Billtrust)(6)(17)(18)First lien senior secured revolving loanSR +8.00%12/2028— (30)(17)0.0 %
Computer Services, Inc. (dba CSI)(7)First lien senior secured loanSR +6.75%11/202930,348 29,793 30,196 0.4 %
Deerfield Dakota Holdings(7)(22)First lien senior secured loanSR +3.75%04/20277,938 7,720 7,732 0.1 %
Finastra USA, Inc.(7)(23)First lien senior secured loanSR +7.25%09/2029164,763 163,116 163,116 2.1 %
Finastra USA, Inc.(7)(17)(23)First lien senior secured revolving loanSR +7.25%09/20293,619 3,448 3,448 0.0 %
Helios Software Holdings, Inc.(7)(22)(23)First lien senior secured loanSR +4.25%07/20305,611 5,424 5,579 0.1 %
Muine Gall, LLC(8)(23)(27)First lien senior secured loanSR +7.00% PIK09/202630,358 30,557 30,358 0.4 %
KRIV Acquisition Inc. (dba Riveron)(7)First lien senior secured loanSR +6.50%07/202981,295 78,924 78,857 1.0 %
KRIV Acquisition Inc. (dba Riveron)(7)(17)(18)First lien senior secured delayed draw term loanSR +6.50%07/2029— (175)(182)0.0 %
10

Blue Owl Credit Income Corp.
Consolidated Schedule of Investments (Continued)
As of JuneSeptember 30, 2023
(Amounts in thousands, except share amounts)
(Unaudited)
Company(1)(2)(3)(20)(29)InvestmentInterestMaturity
Date
Par /
Units
Amortized
Cost(4)(25)
Fair
Value
Percentage
of Net
Assets
BTRS Holdings Inc. (dba Billtrust)(10)(17)(19)First lien senior secured delayed draw term loanSR +8.00%12/2024221 221 202 0.0%
BTRS Holdings Inc. (dba Billtrust)(9)(17)First lien senior secured revolving loanSR +7.25%12/2028405 373 382 0.0%
Computer Services, Inc. (dba CSI)(10)First lien senior secured loanSR +6.75%11/202930,424 29,853 30,043 0.4%
Deerfield Dakota Holdings(10)(22)First lien senior secured loanSR +3.75%04/20277,959 7,726 7,709 0.1%
Muine Gall, LLC(8)(23)(27)First lien senior secured loanL +7.00% PIK09/202647,857 48,154 47,498 0.7%
NMI Acquisitionco, Inc. (dba Network Merchants)(9)First lien senior secured loanSR +5.75%09/20255,643 5,609 5,600 0.1%
NMI Acquisitionco, Inc. (dba Network Merchants)(9)First lien senior secured loanSR +5.75%09/20252,133 2,128 2,117 0.0%
NMI Acquisitionco, Inc. (dba Network Merchants)(9)First lien senior secured loanSR +5.75%09/2025150 149 149 0.0%
NMI Acquisitionco, Inc. (dba Network Merchants)(9)First lien senior secured loanSR +5.75%09/2025505 502 502 0.0%
NMI Acquisitionco, Inc. (dba Network Merchants)(9)(17)(19)First lien senior secured delayed draw term loanSR +5.75%10/20231,989 1,967 1,974 0.0%
NMI Acquisitionco, Inc. (dba Network Merchants)(9)(17)(18)First lien senior secured revolving loanSR +5.75%09/2025— (5)(4)0.0%
Smarsh Inc.(11)First lien senior secured loanSR +6.50%02/202983,048 82,340 82,632 1.2%
Smarsh Inc.(11)(17)(19)First lien senior secured delayed draw term loanSR +6.50%02/202410,381 10,203 10,329 0.2%
Smarsh Inc.(11)(17)(18)First lien senior secured revolving loanSR +6.50%02/2029— (7)(4)0.0%
246,719 244,562 244,770 3.6%
Food and beverage
Balrog Acquisition, Inc. (dba Bakemark)(10)(22)First lien senior secured loanSR +4.00%09/2028$13,790 $13,678 $13,587 0.2%
Balrog Acquisition, Inc. (dba BakeMark)(10)Second lien senior secured loanSR +7.00%09/20296,000 5,958 5,940 0.1%
CFS Brands, LLC(9)First lien senior secured loanSR +3.00%03/202544,071 43,132 41,648 0.6%
Dessert Holdings(7)First lien senior secured loanL +4.00%06/202819,699 19,619 18,025 0.3%
Hissho Sushi Merger Sub LLC(10)First lien senior secured loanSR +5.50%05/2028112,549 111,591 112,549 1.7%
Hissho Sushi Merger Sub LLC(10)(17)First lien senior secured revolving loanSR +5.50%05/2028583 512 583 0.0%
Innovation Ventures HoldCo, LLC (dba 5 Hour Energy)(9)First lien senior secured loanSR +6.25%03/2027275,000 270,978 270,189 4.0%
KBP Brands, LLC(10)First lien senior secured loanSR +7.00% (1.50% PIK)05/202714,673 14,527 14,416 0.2%
KBP Brands, LLC(10)(17)(19)First lien senior secured delayed draw term loanSR +7.00% (1.50% PIK)12/202333,554 33,232 32,954 0.5%
Naked Juice LLC (dba Tropicana)(10)(22)First lien senior secured loanSR +3.25%01/202914,230 14,207 13,209 0.2%
Ole Smoky Distillery, LLC(9)First lien senior secured loanSR +5.00%03/202824,784 24,373 24,412 0.4%
Ole Smoky Distillery, LLC(9)(17)(18)First lien senior secured revolving loanSR +5.00%03/2028— (52)(50)0.0%
Pegasus BidCo B.V.(10)(23)First lien senior secured loanSR +4.25%07/202910,448 10,353 10,395 0.2%
Company(1)(2)(3)(20)(29)InvestmentInterestMaturity DatePar/UnitsAmortized Cost(4)(25)Fair ValuePercentage of Net Assets
KRIV Acquisition Inc. (dba Riveron)(7)(17)(18)First lien senior secured revolving loanSR +6.50%07/2029— (315)(328)0.0 %
NMI Acquisitionco, Inc. (dba Network Merchants)(6)First lien senior secured loanSR +5.75%09/20255,628 5,598 5,600 0.1 %
NMI Acquisitionco, Inc. (dba Network Merchants)(6)First lien senior secured loanSR +5.75%09/20252,127 2,124 2,116 0.0 %
NMI Acquisitionco, Inc. (dba Network Merchants)(6)First lien senior secured loanSR +5.75%09/2025149 148 149 0.0 %
NMI Acquisitionco, Inc. (dba Network Merchants)(6)First lien senior secured loanSR +5.75%09/2025504 501 502 0.0 %
NMI Acquisitionco, Inc. (dba Network Merchants)(6)First lien senior secured loanSR +5.75%09/2025904 877 899 0.0 %
NMI Acquisitionco, Inc. (dba Network Merchants)(6)First lien senior secured delayed draw term loanSR +5.75%09/20253,023 2,996 3,008 0.0 %
NMI Acquisitionco, Inc. (dba Network Merchants)(6)(17)(18)First lien senior secured revolving loanSR +5.75%09/2025— (4)(3)0.0 %
Saphilux S.a.r.L (dba IQ EQ)(7)(23)First lien senior secured loanSR +4.75%07/202822,500 22,163 22,163 0.3 %
Smarsh Inc.(8)First lien senior secured loanSR +6.50%02/202983,048 82,364 82,839 1.1 %
Smarsh Inc.(8)(17)(19)First lien senior secured delayed draw term loanSR +6.50%02/202410,381 10,211 10,355 0.1 %
Smarsh Inc.(8)(17)(18)First lien senior secured revolving loanSR +6.50%02/2029— (6)(2)0.0 %
USI, Inc.(7)(22)First lien senior secured loanSR +3.25%09/203012,000 11,970 11,965 0.2 %
USI, Inc.(7)(22)First lien senior secured loanSR +3.25%09/20303,000 2,993 2,990 0.0 %
573,448 565,778 567,218 7.3 %
Food and beverage
Balrog Acquisition, Inc. (dba Bakemark)(6)(22)First lien senior secured loanSR +4.00%09/2028$13,755 $13,647 $13,583 0.2 %
Balrog Acquisition, Inc. (dba BakeMark)(6)Second lien senior secured loanSR +7.00%09/20296,000 5,959 5,955 0.1 %
CFS Brands, LLC(15)First lien senior secured loanP +2.00%03/202543,960 43,152 43,960 0.6 %
Dessert Holdings(6)First lien senior secured loanSR +4.00%06/202819,649 19,573 17,488 0.2 %
Hissho Sushi Merger Sub, LLC(7)First lien senior secured loanSR +5.50%05/2028112,265 111,348 112,265 1.5 %
Hissho Sushi Merger Sub, LLC(7)(17)(18)First lien senior secured revolving loanSR +5.50%05/2028— (67)— 0.0 %
Innovation Ventures HoldCo, LLC (dba 5 Hour Energy)(6)First lien senior secured loanSR +6.25%03/2027275,000 271,231 271,564 3.5 %
KBP Brands, LLC(7)First lien senior secured loanSR +6.50% (1.00% PIK)05/202714,687 14,549 14,430 0.2 %
KBP Brands, LLC(6)(17)(19)First lien senior secured delayed draw term loanSR +6.50% (1.00% PIK)12/202333,657 33,356 33,055 0.4 %
Naked Juice LLC (dba Tropicana)(7)(22)First lien senior secured loanSR +3.25%01/202914,194 14,172 13,450 0.2 %
Ole Smoky Distillery, LLC(6)First lien senior secured loanSR +5.50%03/202824,721 24,328 24,350 0.3 %
Ole Smoky Distillery, LLC(6)First lien senior secured loanSR +5.50%03/20285,833 5,720 5,746 0.1 %
Ole Smoky Distillery, LLC(6)(17)(18)First lien senior secured revolving loanSR +5.50%03/2028— (50)(50)0.0 %
Pegasus BidCo B.V.(7)(22)First lien senior secured loanSR +4.25%07/202910,421 10,330 10,395 0.1 %
Shearer's Foods, LLC(6)(22)First lien senior secured loanSR +3.50%09/202739,264 39,263 39,166 0.5 %
Sovos Brands Intermediate, Inc.(7)(22)First lien senior secured loanSR +3.50%06/202810,145 10,137 10,134 0.1 %
11

Blue Owl Credit Income Corp.
Consolidated Schedule of Investments (Continued)
As of JuneSeptember 30, 2023
(Amounts in thousands, except share amounts)
(Unaudited)
Company(1)(2)(3)(20)(29)InvestmentInterestMaturity
Date
Par /
Units
Amortized
Cost(4)(25)
Fair
Value
Percentage
of Net
Assets
Shearer's Foods, LLC(9)(22)First lien senior secured loanSR +3.50%09/202739,365 39,364 38,826 0.6%
Sovos Brands Intermediate, Inc.(7)(22)First lien senior secured loanL +3.50%06/202810,145 10,137 10,018 0.1%
Ultimate Baked Goods Midco, LLC(9)First lien senior secured loanSR +6.25%08/202716,253 15,952 16,049 0.2%
Ultimate Baked Goods Midco, LLC(9)(17)(18)First lien senior secured revolving loanSR +6.25%08/2027— (34)(25)0.0%
635,144 627,527 622,725 9.3%
Healthcare equipment and services
Canadian Hospital Specialties Ltd.(12)(23)First lien senior secured loanC +4.50%04/2028$3,709 $3,875 $3,636 0.0%
Canadian Hospital Specialties Ltd.(15)(17)(23)First lien senior secured revolving loanP +3.50%04/2027164 171 146 0.0%
Confluent Medical Technologies, Inc.(10)First lien senior secured loanSR +3.75%02/202924,850 24,745 24,477 0.4%
Confluent Medical Technologies, Inc.(10)Second lien senior secured loanSR +6.50%02/203046,000 45,194 45,195 0.7%
Dermatology Intermediate Holdings III, Inc.(10)(22)First lien senior secured loanSR +4.25%03/202913,038 12,813 12,868 0.2%
Dermatology Intermediate Holdings III, Inc.(10)(17)(19)(22)First lien senior secured delayed draw term loanSR +4.25%04/20242,426 2,363 2,394 0.0%
CSC MKG Topco LLC. (dba Medical Knowledge Group)(9)First lien senior secured loanSR +5.75%02/202997,220 95,583 95,762 1.4%
CSC MKG Topco LLC. (dba Medical Knowledge Group)(10)First lien senior secured loanSR +5.75%02/20293,069 2,980 3,023 0.0%
Medline Borrower, LP(9)(22)First lien senior secured loanSR +3.25%10/202824,688 24,591 24,386 0.4%
Medline Borrower, LP(9)(17)(18)First lien senior secured revolving loanSR +3.25%10/2026— (29)(56)0.0%
Natus Medical Inc.(10)First lien senior secured loanSR +5.50%07/2029498 466 473 0.0%
Packaging Coordinators Midco, Inc.(7)(22)First lien senior secured loanL +3.50%11/20274,738 4,660 4,663 0.1%
Packaging Coordinators Midco, Inc.(7)Second lien senior secured loanL +7.00%12/202953,918 52,470 52,031 0.8%
Patriot Acquisition TopCo S.A.R.L (dba Corza Health, Inc.)(10)(23)First lien senior secured loanSR +6.75%01/202850,645 50,035 50,013 0.7%
Patriot Acquisition TopCo S.A.R.L (dba Corza Health, Inc.)(10)(17)(18)(23)First lien senior secured revolving loanSR +6.75%01/2026— (1)(1)0.0%
PERKINELMER U.S. LLC(10)First lien senior secured loanSR +6.75%03/202978,094 76,589 76,728 1.1%
Rhea Parent, Inc.(10)First lien senior secured loanSR +5.75%02/202976,990 75,684 76,220 1.1%
Zest Acquisition Corp.(9)(21)(22)First lien senior secured loanSR +5.50%02/202811,844 11,316 11,356 0.2%
491,891 483,505 483,314 7.1%
Healthcare providers and services
BELMONT BUYER, INC. (dba Valenz)(10)First lien senior secured loanSR +6.50%06/2029$56,301 $55,178 $55,175 0.8%
BELMONT BUYER, INC. (dba Valenz)(10)(17)(18)(19)First lien senior secured delayed draw term loanSR +6.50%12/2024— (99)(66)0.0%
BELMONT BUYER, INC. (dba Valenz)(10)(17)First lien senior secured revolving loanSR +6.50%06/2029725 592 592 0.0%
Covetrus, Inc.(10)(22)First lien senior secured loanSR +5.00%10/202910,464 9,932 9,723 0.1%
Covetrus Inc.(10)Second lien senior secured loanSR +9.25%10/2030160,000 156,906 154,800 2.3%
Company(1)(2)(3)(20)(29)InvestmentInterestMaturity DatePar/UnitsAmortized Cost(4)(25)Fair ValuePercentage of Net Assets
Ultimate Baked Goods Midco, LLC(6)First lien senior secured loanSR +6.25%08/202716,211 15,926 16,211 0.2 %
Ultimate Baked Goods Midco, LLC(6)(17)(18)First lien senior secured revolving loanSR +6.25%08/2027— (32)— 0.0 %
639,762 632,542 631,702 8.2 %
Healthcare equipment and services
Bamboo US BidCo LLC(7)First lien senior secured loanSR +6.00%09/2030$96,615 $93,719 $93,717 1.2 %
Bamboo US BidCo LLC(13)First lien senior secured EUR term loanE +6.00%09/203063,644 61,736 61,735 0.8 %
Bamboo US BidCo LLC(7)(17)(18)First lien senior secured revolving loanSR +6.00%10/2029— (604)(604)0.0 %
Bamboo US BidCo LLC(7)(17)(18)(19)First lien senior secured delayed draw term loanSR +6.00%03/2025— (226)(226)0.0 %
Canadian Hospital Specialties Ltd.(12)(23)First lien senior secured loanC +4.50%04/20283,621 3,867 3,558 0.0 %
Canadian Hospital Specialties Ltd.(11)(17)(23)First lien senior secured revolving loanC +4.50%04/2027190 203 172 0.0 %
Confluent Medical Technologies, Inc.(7)First lien senior secured loanSR +3.75%02/202924,787 24,686 24,353 0.3 %
Confluent Medical Technologies, Inc.(7)Second lien senior secured loanSR +6.50%02/203046,000 45,215 45,080 0.6 %
Dermatology Intermediate Holdings III, Inc.(7)(22)First lien senior secured loanSR +4.25%03/202913,005 12,789 12,911 0.2 %
Dermatology Intermediate Holdings III, Inc.(7)(22)First lien senior secured delayed draw term loanSR +4.25%03/20292,471 2,410 2,453 0.0 %
CSC MKG Topco LLC (dba Medical Knowledge Group)(6)First lien senior secured loanSR +5.75%02/202996,975 95,396 95,762 1.2 %
CSC MKG Topco LLC. (dba Medical Knowledge Group)(7)First lien senior secured loanSR +5.75%02/20293,061 2,975 3,023 0.0 %
Medline Borrower, LP(6)(22)First lien senior secured loanSR +3.25%10/202824,625 24,533 24,544 0.3 %
Medline Borrower, LP(6)(17)(18)First lien senior secured revolving loanSR +3.25%10/2026— (27)(35)0.0 %
Natus Medical, Inc.(7)First lien senior secured loanSR +5.50%07/2029496 466 469 0.0 %
Packaging Coordinators Midco, Inc.(7)(22)First lien senior secured loanSR +3.50%11/20274,726 4,652 4,701 0.1 %
Packaging Coordinators Midco, Inc.(7)Second lien senior secured loanSR +7.00%12/202953,918 52,507 52,705 0.7 %
Patriot Acquisition TopCo S.A.R.L (dba Corza Health, Inc.)(7)(23)First lien senior secured loanSR +6.75%01/202850,517 49,934 50,012 0.6 %
Patriot Acquisition TopCo S.A.R.L (dba Corza Health, Inc.)(7)(17)(18)(23)First lien senior secured revolving loanSR +6.75%01/2026— (1)(1)0.0 %
PERKINELMER U.S. LLC(7)First lien senior secured loanSR +6.75%03/202977,899 76,445 76,925 1.0 %
Rhea Parent, Inc.(7)First lien senior secured loanSR +5.50%02/202976,796 75,536 76,412 1.0 %
Zest Acquisition Corp.(6)(21)First lien senior secured loanSR +5.50%02/202811,784 11,282 11,519 0.2 %
651,130 637,493 639,185 8.2 %
Healthcare providers and services
BELMONT BUYER, INC. (dba Valenz)(8)First lien senior secured loanSR +6.50%06/2029$56,160 $55,074 $55,318 0.7 %
BELMONT BUYER, INC. (dba Valenz)(8)(17)(19)First lien senior secured delayed draw term loanSR +6.50%12/20245,306 5,132 5,227 0.1 %
BELMONT BUYER, INC. (dba Valenz)(8)(17)(18)First lien senior secured revolving loanSR +6.50%06/2029— (127)(100)0.0 %
Covetrus, Inc.(7)(22)First lien senior secured loanSR +5.00%10/202910,438 9,922 10,316 0.1 %
12

Blue Owl Credit Income Corp.
Consolidated Schedule of Investments (Continued)
As of JuneSeptember 30, 2023
(Amounts in thousands, except share amounts)
(Unaudited)
Company(1)(2)(3)(20)(29)InvestmentInterestMaturity
Date
Par /
Units
Amortized
Cost(4)(25)
Fair
Value
Percentage
of Net
Assets
Ex Vivo Parent Inc. (dba OB Hospitalist)(7)First lien senior secured loanL +9.75% PIK09/202832,720 32,220 31,902 0.5%
Engage Debtco Ltd.(10)(23)First lien senior secured loanSR +5.90%07/202960,833 59,470 59,768 0.9%
Engage Debtco Ltd.(10)(23)First lien senior secured loanSR +5.90%07/202930,367 29,506 30,139 0.5%
Engage Debtco Ltd.(10)(23)First lien senior secured delayed draw term loanSR +5.75%07/202919,750 19,320 19,405 0.3%
HAH Group Holding Company LLC (dba Help at Home)(10)First lien senior secured delayed draw term loanSR +5.00%10/20278,986 8,733 8,761 0.1%
MJH Healthcare Holdings, LLC(9)First lien senior secured loanSR +3.50%01/202919,750 19,684 19,553 0.3%
Natural Partners, LLC(10)(23)First lien senior secured loanSR +6.00%11/202768,333 67,232 67,650 1.0%
Natural Partners, LLC(10)(17)(18)(23)First lien senior secured revolving loanSR +6.00%11/2027— (78)(51)0.0%
OB Hospitalist Group, Inc.(9)First lien senior secured loanSR +5.50%09/202760,730 59,814 59,667 0.9%
OB Hospitalist Group, Inc.(10)(17)First lien senior secured revolving loanSR +5.50%09/20273,517 3,404 3,377 0.1%
OneOncology LLC(10)First lien senior secured loanSR +6.25%06/203071,345 70,281 70,211 1.0%
OneOncology LLC(10)(17)(18)First lien senior secured revolving loanSR +6.25%06/2029— (212)(227)0.0%
OneOncology LLC(10)(17)(18)(19)First lien senior secured delayed draw term loanSR +6.25%12/2024— (166)(91)0.0%
Pacific BidCo Inc.(10)(23)First lien senior secured loanSR +5.75%08/2029161,148 157,498 158,731 2.4%
Pacific BidCo Inc.(10)(17)(18)(19)(23)First lien senior secured delayed draw term loanSR +5.75%08/2025— (195)(45)0.0%
Phoenix Newco, Inc. (dba Parexel)(9)(22)First lien senior secured loanSR +3.25%11/202819,750 19,671 19,572 0.3%
Phoenix Newco, Inc. (dba Parexel)(9)Second lien senior secured loanSR +6.50%11/2029140,000 138,765 138,950 2.1%
Physician Partners, LLC(10)(22)First lien senior secured loanSR +4.00%12/202812,813 12,706 12,012 0.2%
Plasma Buyer LLC (dba Pathgroup)(10)First lien senior secured loanSR +5.75%05/2029109,306 107,390 106,573 1.6%
Plasma Buyer LLC (dba Pathgroup)(10)(17)(18)(19)First lien senior secured delayed draw term loanSR +5.75%05/2024— (239)(428)0.0%
Plasma Buyer LLC (dba Pathgroup)(10)(17)(18)First lien senior secured revolving loanSR +5.75%05/2028— (198)(306)0.0%
Pediatric Associates Holding Company, LLC(9)(22)First lien senior secured loanSR +3.25%12/202819,750 19,679 19,282 0.3%
Pediatric Associates Holding Company, LLC(9)First lien senior secured loanSR +4.50%12/202825,000 24,014 24,875 0.4%
Pediatric Associates Holding Company, LLC(9)(17)(19)(22)First lien senior secured delayed draw term loanSR +3.25%02/20242,991 2,981 2,911 0.0%
PPV Intermediate Holdings, LLC(10)First lien senior secured loanSR +5.75%08/2029163,397 160,454 161,354 2.4%
PPV Intermediate Holdings, LLC(10)(17)(18)First lien senior secured revolving loanSR +5.75%08/2029— (209)(148)0.0%
TC Holdings, LLC (dba TrialCard)(11)First lien senior secured loanSR +5.00%04/202764,085 63,577 64,085 1.0%
Company(1)(2)(3)(20)(29)InvestmentInterestMaturity DatePar/UnitsAmortized Cost(4)(25)Fair ValuePercentage of Net Assets
Covetrus, Inc.(7)Second lien senior secured loanSR +9.25%10/2030160,000 156,969 159,200 2.1 %
Ex Vivo Parent Inc. (dba OB Hospitalist)(7)First lien senior secured loanSR +9.75% PIK09/202833,997 33,513 33,147 0.4 %
Engage Debtco Limited(7)(23)First lien senior secured loanSR +5.90%07/202960,833 59,511 59,768 0.8 %
Engage Debtco Ltd.(7)(23)First lien senior secured loanSR +7.25%07/202930,367 29,530 30,139 0.4 %
Engage Debtco Ltd.(7)(23)First lien senior secured delayed draw term loanSR +5.75%07/202919,750 19,338 19,405 0.3 %
HAH Group Holding Company LLC (dba Help at Home)(6)First lien senior secured delayed draw term loanSR +5.00%10/20278,963 8,722 8,784 0.1 %
MJH Healthcare Holdings, LLC(6)First lien senior secured loanSR +3.50%01/202919,700 19,637 19,651 0.3 %
Natural Partners, LLC(7)(23)First lien senior secured loanSR +6.00%11/202768,160 67,111 67,649 0.9 %
Natural Partners, LLC(7)(17)(18)(23)First lien senior secured revolving loanSR +6.00%11/2027— (74)(38)0.0 %
Neptune Holdings, Inc. (dba NexTech)(8)First lien senior secured loanSR +6.00%08/203030,882 30,117 30,110 0.4 %
Neptune Holdings, Inc. (dba NexTech)(8)(17)(18)First lien senior secured revolving loanSR +6.00%08/2029— (102)(103)0.0 %
OB Hospitalist Group, Inc.(7)First lien senior secured loanSR +5.50%09/202760,575 59,706 59,515 0.8 %
OB Hospitalist Group, Inc.(7)(17)First lien senior secured revolving loanSR +5.50%09/20273,623 3,517 3,484 0.0 %
OneOncology LLC(7)First lien senior secured loanSR +6.25%06/203071,345 70,307 70,632 0.9 %
OneOncology LLC(7)(17)(18)First lien senior secured revolving loanSR +6.25%06/2029— (203)(143)0.0 %
OneOncology LLC(7)(17)(18)(19)First lien senior secured delayed draw term loanSR +6.25%12/2024— (160)— 0.0 %
Pacific BidCo Inc.(7)(23)First lien senior secured loanSR +6.00% (0.25% PIK)08/2029162,541 158,999 160,509 2.1 %
Pacific BidCo Inc.(7)(17)(18)(19)(23)First lien senior secured delayed draw term loanSR +5.75%08/2025— (187)— 0.0 %
Phoenix Newco, Inc. (dba Parexel)(6)(22)First lien senior secured loanSR +3.25%11/202819,700 19,624 19,544 0.3 %
Phoenix Newco, Inc. (dba Parexel)(6)Second lien senior secured loanSR +6.50%11/2029140,000 138,799 138,950 1.8 %
Physician Partners, LLC(6)(22)First lien senior secured loanSR +4.00%12/202812,780 12,678 12,126 0.2 %
Plasma Buyer LLC (dba Pathgroup)(7)First lien senior secured loanSR +5.75%05/2029109,031 107,179 106,850 1.4 %
Plasma Buyer LLC (dba Pathgroup)(7)(17)(18)(19)First lien senior secured delayed draw term loanSR +5.75%05/2024— (229)(286)0.0 %
Plasma Buyer LLC (dba Pathgroup)(7)(17)First lien senior secured revolving loanSR +5.75%05/20282,447 2,259 2,203 0.0 %
Pediatric Associates Holding Company, LLC(6)First lien senior secured loanSR +4.50%12/202824,938 23,988 24,688 0.3 %
Pediatric Associates Holding Company, LLC(6)(22)First lien senior secured loanSR +3.25%12/202819,700 19,632 19,164 0.3 %
Pediatric Associates Holding Company, LLC(6)(22)First lien senior secured delayed draw term loanSR +3.25%12/20283,515 3,503 3,420 0.0 %
PPV Intermediate Holdings, LLC(7)First lien senior secured loanSR +5.75%08/2029163,397 160,540 161,762 2.1 %
PPV Intermediate Holdings, LLC(7)(17)(18)(19)First lien senior secured delayed draw term loanSR +6.00%09/2025— (50)(25)0.0 %
13

Blue Owl Credit Income Corp.
Consolidated Schedule of Investments (Continued)
As of JuneSeptember 30, 2023
(Amounts in thousands, except share amounts)
(Unaudited)
Company(1)(2)(3)(20)(29)InvestmentInterestMaturity
Date
Par /
Units
Amortized
Cost(4)(25)
Fair
Value
Percentage
of Net
Assets
TC Holdings, LLC (dba TrialCard)(11)(17)(18)First lien senior secured revolving loanSR +5.00%04/2027— (59)— 0.0%
Tivity Health, Inc.(10)First lien senior secured loanSR +6.00%06/2029150,860 147,505 149,729 2.2%
Unified Women's Healthcare, LP(9)First lien senior secured loanSR +5.25%06/202982,955 82,405 82,955 1.2%
Unified Women's Healthcare, LP(9)(17)(18)(19)First lien senior secured delayed draw term loanSR +5.25%06/2024— (2)— 0.0%
Unified Women's Healthcare, LP(9)(17)(18)First lien senior secured revolving loanSR +5.25%06/2029— (52)— 0.0%
Quva Pharma, Inc. (9)First lien senior secured loanSR +5.50%04/20284,466 4,367 4,399 0.1%
Quva Pharma, Inc. (9)(17)First lien senior secured revolving loanSR +5.50%04/2026209 202 202 0.0%
Diagnostic Services Holdings, Inc. (dba Rayus Radiology)(9)First lien senior secured loanSR +5.50%03/2025119,988 119,988 119,088 1.8%
Vermont Aus Pty Ltd.(10)(23)First lien senior secured loanSR +5.50%03/202853,819 52,708 53,011 0.8%
1,734,358 1,704,673 1,707,090 25.6%
Healthcare technology
Athenahealth Group Inc.(9)(22)First lien senior secured loanSR +3.50%02/2029$29,485 $29,103 $28,344 0.4%
Athenahealth Group Inc.(9)(17)(18)(19)(22)First lien senior secured delayed draw term loanSR +3.50%08/2023— (39)(122)0.0%
BCPE Osprey Buyer, Inc. (dba PartsSource)(7)First lien senior secured loanL +5.75%08/202853,496 52,825 52,560 0.8%
BCPE Osprey Buyer, Inc. (dba PartsSource)(7)(17)(18)(19)First lien senior secured delayed draw term loanL +5.75%08/2023— (173)(194)0.0%
BCPE Osprey Buyer, Inc. (dba PartsSource)(7)(17)First lien senior secured revolving loanL +5.75%08/20261,759 1,712 1,677 0.0%
Bracket Intermediate Holding Corp.(10)First lien senior secured loanSR +5.00%05/202850,000 48,537 49,000 0.7%
Color Intermediate, LLC (dba ClaimsXten)(9)First lien senior secured loanSR +5.50%10/20299,211 9,041 9,096 0.1%
IMO Investor Holdings, Inc.(10)First lien senior secured loanSR +6.00%05/202920,690 20,327 20,534 0.3%
IMO Investor Holdings, Inc.(11)(17)(19)First lien senior secured delayed draw term loanSR +6.00%05/20241,337 1,282 1,327 0.0%
IMO Investor Holdings, Inc.(10)(17)(18)First lien senior secured revolving loanSR +6.00%05/2028— (40)(19)0.0%
Interoperability Bidco, Inc. (dba Lyniate)(10)First lien senior secured loanSR +7.00%12/202675,565 75,194 74,809 1.1%
Interoperability Bidco, Inc. (dba Lyniate)(10)(17)First lien senior secured revolving loanSR +7.00%12/20241,805 1,762 1,745 0.0%
GHX Ultimate Parent Corporation(10)(22)First lien senior secured loanSR +4.75%06/202712,500 12,197 12,508 0.2%
GI Ranger Intermediate, LLC (dba Rectangle Health)(10)First lien senior secured loanSR +5.75%10/202820,712 20,378 20,349 0.3%
GI Ranger Intermediate, LLC (dba Rectangle Health)(10)(17)(19)First lien senior secured delayed draw term loanSR +5.75%03/20242,382 2,281 2,283 0.0%
GI Ranger Intermediate, LLC (dba Rectangle Health)(10)(17)First lien senior secured revolving loanSR +5.75%10/2027669 645 640 0.0%
Imprivata, Inc.(9)(22)First lien senior secured loanSR +4.25%12/202710,503 10,213 10,340 0.2%
Company(1)(2)(3)(20)(29)InvestmentInterestMaturity DatePar/UnitsAmortized Cost(4)(25)Fair ValuePercentage of Net Assets
PPV Intermediate Holdings, LLC(7)(17)(18)First lien senior secured revolving loanSR +5.75%08/2029— (200)(119)0.0 %
TC Holdings, LLC (dba TrialCard)(8)First lien senior secured loanSR +5.00%04/202763,923 63,444 63,923 0.8 %
TC Holdings, LLC (dba TrialCard)(8)(17)(18)First lien senior secured revolving loanSR +5.00%04/2027— (55)— 0.0 %
Tivity Health, Inc.(7)First lien senior secured loanSR +6.00%06/2029150,480 147,234 149,350 1.9 %
Unified Women's Healthcare, LP(6)First lien senior secured loanSR +5.25%06/202983,084 82,550 83,084 1.1 %
Unified Women's Healthcare, LP(6)(17)First lien senior secured revolving loanSR +5.25%06/20291,861 1,811 1,861 0.0 %
Quva Pharma, Inc. (6)First lien senior secured loanSR +5.50%04/20284,455 4,360 4,410 0.1 %
Quva Pharma, Inc. (6)(17)First lien senior secured revolving loanSR +5.50%04/2026100 93 95 0.0 %
Diagnostic Services Holdings, Inc. (dba Rayus Radiology)(6)First lien senior secured loanSR +5.50%03/2025119,988 119,988 119,389 1.5 %
Vermont Aus Pty Ltd(7)(23)First lien senior secured loanSR +5.50%03/202853,683 52,621 53,011 0.7 %
1,775,722 1,746,021 1,755,870 22.9 %
Healthcare technology
Athenahealth Group Inc.(6)(22)First lien senior secured loanSR +3.25%02/2029$29,411 $29,043 $28,814 0.4 %
BCPE Osprey Buyer, Inc. (dba PartsSource)(7)First lien senior secured loanSR +5.75%08/202853,360 52,717 52,693 0.7 %
BCPE Osprey Buyer, Inc. (dba PartsSource)(6)(17)(19)First lien senior secured delayed draw term loanSR +5.75%08/20286,440 6,203 6,328 0.1 %
BCPE Osprey Buyer, Inc. (dba PartsSource)(6)(17)First lien senior secured revolving loanSR +5.75%08/2026724 681 666 0.0 %
Bracket Intermediate Holding Corp.(7)(22)First lien senior secured loanSR +5.00%05/202849,875 48,475 49,759 0.6 %
Color Intermediate, LLC (dba ClaimsXten)(7)First lien senior secured loanSR +5.50%10/20299,188 9,023 9,096 0.1 %
IMO Investor Holdings, Inc.(7)First lien senior secured loanSR +6.00%05/202920,638 20,287 20,534 0.3 %
IMO Investor Holdings, Inc.(8)(17)(19)First lien senior secured delayed draw term loanSR +6.00%05/20241,333 1,281 1,327 0.0 %
IMO Investor Holdings, Inc.(8)(17)First lien senior secured revolving loanSR +6.00%05/2028397 359 385 0.0 %
Interoperability Bidco, Inc. (dba Lyniate)(7)First lien senior secured loanSR +7.00%12/202675,374 75,027 74,620 1.0 %
Interoperability Bidco, Inc. (dba Lyniate)(7)(17)First lien senior secured revolving loanSR +7.00%12/20241,805 1,769 1,745 0.0 %
GHX Ultimate Parent Corporation(7)(22)First lien senior secured loanSR +4.75%06/202712,469 12,183 12,454 0.2 %
GI Ranger Intermediate, LLC (dba Rectangle Health)(7)First lien senior secured loanSR +5.75%10/202820,659 20,339 20,349 0.2 %
GI Ranger Intermediate, LLC (dba Rectangle Health)(7)(17)(19)First lien senior secured delayed draw term loanSR +5.75%03/20242,376 2,280 2,302 0.0 %
GI Ranger Intermediate, LLC (dba Rectangle Health)(7)(17)First lien senior secured revolving loanSR +5.75%10/2027669 647 644 0.0 %
Imprivata, Inc.(6)(22)First lien senior secured loanSR +4.25%12/202710,476 10,187 10,464 0.1 %
Imprivata, Inc.(6)Second lien senior secured loanSR +6.25%12/202850,294 49,791 50,294 0.7 %
Ocala Bidco, Inc.(7)First lien senior secured loanSR +6.25% (2.75% PIK)11/202883,217 81,668 81,968 1.1 %
Ocala Bidco, Inc.(7)(17)(18)(19)First lien senior secured delayed draw term loanSR +5.75%05/2024— (78)(21)0.0 %
14

Blue Owl Credit Income Corp.
Consolidated Schedule of Investments (Continued)
As of JuneSeptember 30, 2023
(Amounts in thousands, except share amounts)
(Unaudited)
Company(1)(2)(3)(20)(29)InvestmentInterestMaturity
Date
Par /
Units
Amortized
Cost(4)(25)
Fair
Value
Percentage
of Net
Assets
Imprivata, Inc.(9)Second lien senior secured loanSR +6.25%12/202850,294 49,791 49,539 0.7%
Ocala Bidco, Inc.(7)First lien senior secured loanL +6.25% (2.75% PIK)11/202882,636 81,029 81,190 1.2%
Ocala Bidco, Inc.(7)(17)(18)(19)First lien senior secured delayed draw term loanL +5.75%05/2024— (82)(42)0.0%
Ocala Bidco, Inc.(10)Second lien senior secured loanSR +10.50% PIK11/203346,052 45,343 45,591 0.7%
Intelerad Medical Systems Inc.(10)(23)First lien senior secured loanSR +6.50%08/202629,929 29,663 29,555 0.4%
Intelerad Medical Systems Inc.(10)(17)(23)First lien senior secured revolving loanSR +6.50%08/2026899 886 874 0.0%
PointClickCare Technologies Inc.(10)(23)First lien senior secured loanSR +4.00%12/202719,750 19,509 19,750 0.3%
Project Ruby Ultimate Parent Corp. (dba Wellsky)(9)(22)First lien senior secured loanSR +3.25%03/202814,323 13,889 13,983 0.2%
Zelis Cost Management Buyer, Inc.(6)(22)First lien senior secured loanL +3.50%09/20264,875 4,844 4,867 0.1%
538,872 530,117 530,184 7.7%
Household products
Aptive Environmental, LLC(16)First lien senior secured loan12.00% (6.00% PIK)01/2026$8,821 $7,630 $8,314 0.1%
Home Service TopCo IV, Inc.(9)First lien senior secured loanSR +6.00%12/202736,471 36,110 36,107 0.5%
Home Service TopCo IV, Inc.(17)(18)First lien senior secured revolving loanSR +6.00%12/2027— (33)(34)0.0%
Home Service TopCo IV, Inc.(17)(18)(19)First lien senior secured delayed draw term loanSR +6.00%12/2024— (42)(42)0.0%
Mario Purchaser, LLC (dba Len the Plumber)(9)First lien senior secured loanSR +5.75%04/202975,522 74,206 75,144 1.1%
Mario Purchaser, LLC (dba Len the Plumber)(9)(17)(19)First lien senior secured delayed draw term loanSR +5.75%04/202418,382 17,881 18,290 0.3%
Mario Purchaser, LLC (dba Len the Plumber)(9)(17)(18)First lien senior secured revolving loanSR +5.75%04/2028— (129)(40)0.0%
Mario Midco Holdings, Inc. (dba Len the Plumber)(9)Unsecured facilitySR +10.75% PIK04/203225,687 25,075 25,494 0.4%
Simplisafe Holding Corporation(9)First lien senior secured loanSR +6.25%05/2028127,111 124,965 126,158 1.9%
Simplisafe Holding Corporation(9)(17)(18)(19)First lien senior secured delayed draw term loanSR +6.25%05/2024— (129)— 0.0%
Southern Air & Heat Holdings, LLC(10)First lien senior secured loanSR +4.50%10/20271,074 1,062 1,063 0.0%
Southern Air & Heat Holdings, LLC(8)First lien senior secured delayed draw term loanL +4.50%10/20271,120 1,108 1,106 0.0%
Southern Air & Heat Holdings, LLC(10)(17)First lien senior secured revolving loanSR +4.50%10/202779 76 76 0.0%
Walker Edison Furniture Company LLC(9)(26)(32)First lien senior secured revolving loanSR +6.25% PIK03/20271,333 1,333 1,333 0.0%
Walker Edison Furniture Company LLC(9)(26)(32)First lien senior secured loanSR +6.75% PIK03/20272,623 2,451 2,571 0.0%
Walker Edison Furniture Company LLC(9)(17)(19)(26)(32)First lien senior secured delayed draw term loanSR +6.75% PIK03/202767 67 67 0.0%
298,290 291,631 295,607 4.3%
Human resource support services
Company(1)(2)(3)(20)(29)InvestmentInterestMaturity DatePar/UnitsAmortized Cost(4)(25)Fair ValuePercentage of Net Assets
Ocala Bidco, Inc.(7)Second lien senior secured loanSR +10.50% PIK11/203347,933 47,232 47,454 0.6 %
Intelerad Medical Systems Incorporated(7)(23)First lien senior secured loanSR +6.50%08/202629,853 29,606 29,331 0.4 %
Intelerad Medical Systems Incorporated(7)(17)(23)First lien senior secured revolving loanSR +6.50%08/20261,429 1,417 1,393 0.0 %
PointClickCare Technologies Inc.(7)(23)First lien senior secured loanSR +4.00%12/202719,700 19,471 19,700 0.3 %
Project Ruby Ultimate Parent Corp. (dba Wellsky)(6)(22)First lien senior secured loanSR +3.25%03/202814,286 13,873 14,086 0.2 %
Zelis Cost Management Buyer, Inc.(6)(22)First lien senior secured loanSR +3.50%09/20264,862 4,834 4,860 0.1 %
546,768 538,315 541,245 7.1 %
Household products
Aptive Environmental, LLC(16)First lien senior secured loan12.00% (6.00% PIK)01/2026$8,955 $7,865 $9,179 0.1 %
Home Service TopCo IV, Inc.(7)First lien senior secured loanSR +6.00%12/202736,380 36,035 36,107 0.5 %
Home Service TopCo IV, Inc.(7)(17)(18)First lien senior secured revolving loanSR +6.00%12/2027— (31)(25)0.0 %
Home Service TopCo IV, Inc.(7)(17)(18)(19)First lien senior secured delayed draw term loanSR +6.00%12/2024— (39)(21)0.0 %
Mario Purchaser, LLC (dba Len the Plumber)(6)First lien senior secured loanSR +5.75%04/202975,332 74,061 74,955 1.0 %
Mario Purchaser, LLC (dba Len the Plumber)(6)(17)(19)First lien senior secured delayed draw term loanSR +5.75%04/202418,336 17,857 18,244 0.2 %
Mario Purchaser, LLC (dba Len the Plumber)(6)(17)(18)First lien senior secured revolving loanSR +5.75%04/2028— (122)(40)0.0 %
Mario Midco Holdings, Inc. (dba Len the Plumber)(6)Unsecured facilitySR +10.75% PIK04/203226,747 26,142 26,546 0.3 %
Simplisafe Holding Corporation(6)First lien senior secured loanSR +6.25%05/2028126,790 124,734 125,838 1.6 %
Simplisafe Holding Corporation(6)(17)(19)First lien senior secured delayed draw term loanSR +6.25%05/20244,269 4,105 4,237 0.1 %
Southern Air & Heat Holdings, LLC(7)First lien senior secured loanSR +4.75%10/20271,071 1,060 1,060 0.0 %
Southern Air & Heat Holdings, LLC(7)First lien senior secured delayed draw term loanSR +4.75%10/20271,117 1,106 1,106 0.0 %
Southern Air & Heat Holdings, LLC(7)(17)(19)First lien senior secured delayed draw term loanSR +5.25%10/20272,749 1,546 2,591 0.0 %
Southern Air & Heat Holdings, LLC(7)(17)First lien senior secured revolving loanSR +4.75%10/202723 20 20 0.0 %
Walker Edison Furniture Company LLC(6)(26)(32)First lien senior secured revolving loanSR +6.25% PIK03/20271,333 1,333 1,307 0.0 %
Walker Edison Furniture Company LLC(6)(26)(32)First lien senior secured loanSR +6.75% PIK03/20272,747 2,452 2,651 0.0 %
Walker Edison Furniture Company LLC(6)(17)(19)(26)(32)First lien senior secured delayed draw term loanSR +6.75% PIK03/202770 67 63 0.0 %
305,919 298,191 303,818 3.8 %
Human resource support services
AQ Carver Buyer, Inc. (dba CoAdvantage)(8)First lien senior secured loanSR +5.50%08/2029$22,500 $22,050 $22,106 0.3 %
Cornerstone OnDemand, Inc.(6)(21)(22)First lien senior secured loanSR +3.75%10/202819,700 19,625 18,691 0.2 %
Cornerstone OnDemand, Inc.(6)Second lien senior secured loanSR +6.50%10/202944,583 44,038 40,459 0.5 %
IG Investments Holdings, LLC (dba Insight Global)(7)First lien senior secured loanSR +6.00%09/202847,667 46,951 47,310 0.6 %
15

Blue Owl Credit Income Corp.
Consolidated Schedule of Investments (Continued)
As of JuneSeptember 30, 2023
(Amounts in thousands, except share amounts)
(Unaudited)
Company(1)(2)(3)(20)(29)InvestmentInterestMaturity
Date
Par /
Units
Amortized
Cost(4)(25)
Fair
Value
Percentage
of Net
Assets
Cornerstone OnDemand, Inc.(10)(21)(22)First lien senior secured loanSR +3.75%10/2028$19,750 $19,672 $18,379 0.3%
Cornerstone OnDemand, Inc.(10)Second lien senior secured loanSR +6.50%10/202944,583 44,022 41,908 0.6%
IG Investments Holdings, LLC (dba Insight Global)(10)First lien senior secured loanSR +6.00%09/202847,789 47,044 47,430 0.7%
IG Investments Holdings, LLC (dba Insight Global)(10)(17)(18)First lien senior secured revolving loanSR +6.00%09/2027— (51)(27)0.0%
112,122 110,687 107,690 1.6%
Infrastructure and environmental services
Aegion Corp.(9)(21)(22)First lien senior secured loanSR +4.75%05/2028$4,912 $4,895 $4,757 0.1%
GI Apple Midco LLC (dba Atlas Technical Consultants)(9)(17)First lien senior secured revolving loanSR +6.75%04/20293,166 2,952 2,940 0.0%
GI Apple Midco LLC (dba Atlas Technical Consultants)(9)First lien senior secured loanSR +6.75%04/203072,824 71,395 71,338 1.1%
GI Apple Midco LLC (dba Atlas Technical Consultants)(9)(17)(18)(19)First lien senior secured delayed draw term loanSR +6.75%04/2025— (115)(85)0.0%
The Goldfield Corp.(9)First lien senior secured loanSR +6.25%12/2026990 974 983 0.0%
Osmose Utilities Services, Inc.(9)(22)First lien senior secured loanSR +3.25%06/202816,714 16,623 16,354 0.2%
USIC Holdings, Inc.(6)(22)First lien senior secured loanL +3.50%05/202811,877 11,583 11,224 0.2%
USIC Holdings, Inc.(6)(21)Second lien senior secured loanL +6.50%05/202939,691 39,493 36,218 0.5%
Tamarack Intermediate, L.L.C. (dba Verisk 3E)(10)First lien senior secured loanSR +5.25%03/202832,284 31,752 31,880 0.5%
Tamarack Intermediate, L.L.C. (dba Verisk 3E)(10)(17)First lien senior secured revolving loanSR +5.25%03/2028881 797 814 0.0%
183,339 180,349 176,423 2.6%
Insurance
Acrisure, LLC(10)(22)First lien senior secured loanSR +5.75%02/2027$53,260 $52,479 $53,393 0.8%
Acrisure, LLC(6)(22)First lien senior secured loanL +3.50%02/20278,683 8,235 8,413 0.1%
Acrisure, LLC(6)(22)First lien senior secured loanL +4.25%02/20271,985 1,932 1,941 0.0%
Acrisure, LLC(6)(22)First lien senior secured loanL +3.75%02/20271,985 1,906 1,932 0.0%
Alera Group, Inc.(9)First lien senior secured loanSR +6.00%10/2028149,232 146,640 149,232 2.2%
AmeriLife Holdings LLC(11)First lien senior secured loanSR +5.75%08/2029129,531 127,166 128,236 1.9%
AmeriLife Holdings LLC(11)(17)First lien senior secured revolving loanSR +5.75%08/20282,712 2,432 2,549 0.0%
AmeriLife Holdings LLC(11)(17)(19)First lien senior secured delayed draw term loanSR +5.75%09/202421,588 21,109 21,372 0.3%
AssuredPartners, Inc.(9)(22)First lien senior secured loanSR +3.50%02/20277,840 7,840 7,755 0.1%
AssuredPartners, Inc.(9)(22)First lien senior secured loanSR +3.50%02/202724,688 24,641 24,441 0.4%
AssuredPartners, Inc.(9)(22)First lien senior secured loanSR +4.25%02/20274,963 4,811 4,947 0.1%
Asurion, LLC(7)(22)First lien senior secured loanL +3.00%11/202414,273 13,913 14,250 0.2%
Asurion, LLC(9)(22)Second lien senior secured loanSR +5.25%01/2029154,017 150,611 128,805 1.9%
Company(1)(2)(3)(20)(29)InvestmentInterestMaturity DatePar/UnitsAmortized Cost(4)(25)Fair ValuePercentage of Net Assets
IG Investments Holdings, LLC (dba Insight Global)(7)(17)(18)First lien senior secured revolving loanSR +6.00%09/2027— (48)(27)0.0 %
134,450 132,616 128,539 1.6 %
Infrastructure and environmental services
Aegion Corp.(6)(21)(22)First lien senior secured loanSR +4.75%05/2028$54,789 $53,254 $54,356 0.7 %
GI Apple Midco LLC (dba Atlas Technical Consultants)(6)(17)First lien senior secured revolving loanSR +6.75%04/20296,807 6,603 6,641 0.1 %
GI Apple Midco LLC (dba Atlas Technical Consultants)(6)First lien senior secured loanSR +6.75%04/203072,642 71,253 71,552 0.9 %
GI Apple Midco LLC (dba Atlas Technical Consultants)(6)(17)(19)First lien senior secured delayed draw term loanSR +6.75%04/20251,741 1,604 1,715 0.0 %
AWP Group Holdings, Inc.(7)First lien senior secured loanSR +5.50%12/202935,007 34,427 34,423 0.4 %
AWP Group Holdings, Inc.(7)(17)(19)First lien senior secured delayed draw term loanSR +5.50%08/2025351 276 298 0.0 %
AWP Group Holdings, Inc.(7)(17)First lien senior secured revolving loanSR +5.50%12/20292,351 2,252 2,254 0.0 %
The Goldfield Corp.(6)First lien senior secured loanSR +6.25%12/2026988 973 983 0.0 %
Osmose Utilities Services, Inc.(6)(22)First lien senior secured loanSR +3.25%06/202816,671 16,584 16,526 0.2 %
USIC Holdings, Inc.(6)(22)First lien senior secured loanSR +3.50%05/202811,847 11,565 11,640 0.2 %
USIC Holdings, Inc.(6)(21)Second lien senior secured loanSR +6.50%05/202939,691 39,499 37,706 0.5 %
Tamarack Intermediate, L.L.C. (dba Verisk 3E)(7)First lien senior secured loanSR +5.75%03/202832,202 31,694 31,800 0.4 %
Tamarack Intermediate, L.L.C. (dba Verisk 3E)(7)(17)First lien senior secured revolving loanSR +5.75%03/2028881 802 814 0.0 %
275,968 270,786 270,708 3.4 %
Insurance
Abacus Life, Inc.(7)First lien senior secured loanSR +7.25%07/2028$9,375 $9,194 $9,188 0.1 %
Abacus Life, Inc.(7)(17)(18)(19)First lien senior secured delayed draw term loanSR +7.25%01/2024— (178)(188)0.0 %
Acrisure, LLC(7)(22)First lien senior secured loanSR +5.75%02/202753,126 52,392 53,259 0.7 %
Acrisure, LLC(9)(22)First lien senior secured loanL +3.50%02/20278,660 8,240 8,527 0.1 %
Acrisure, LLC(9)(22)First lien senior secured loanL +4.25%02/20271,980 1,930 1,971 0.0 %
Acrisure, LLC(9)(22)First lien senior secured loanL +3.75%02/20271,980 1,905 1,949 0.0 %
Alera Group, Inc.(6)First lien senior secured loanSR +6.00%10/2028148,853 146,375 148,853 1.9 %
AmeriLife Holdings LLC(6)First lien senior secured loanSR +5.75%08/2029129,205 126,916 128,559 1.7 %
AmeriLife Holdings LLC(8)(17)First lien senior secured revolving loanSR +5.75%08/20282,712 2,445 2,631 0.0 %
AmeriLife Holdings LLC(8)(17)(19)First lien senior secured delayed draw term loanSR +5.75%09/202421,534 21,075 21,427 0.3 %
AssuredPartners, Inc.(6)(22)First lien senior secured loanSR +3.50%02/20277,820 7,820 7,811 0.1 %
AssuredPartners, Inc.(6)(22)First lien senior secured loanSR +3.50%02/202724,625 24,582 24,541 0.3 %
AssuredPartners, Inc.(6)(22)First lien senior secured loanSR +4.25%02/20274,950 4,808 4,947 0.1 %
Asurion, LLC(6)(22)Second lien senior secured loanSR +5.25%01/2029174,017 168,351 153,918 2.0 %
16

Blue Owl Credit Income Corp.
Consolidated Schedule of Investments (Continued)
As of JuneSeptember 30, 2023
(Amounts in thousands, except share amounts)
(Unaudited)
Company(1)(2)(3)(20)(29)InvestmentInterestMaturity
Date
Par /
Units
Amortized
Cost(4)(25)
Fair
Value
Percentage
of Net
Assets
Brightway Holdings, LLC(10)First lien senior secured loanSR +6.50%12/202717,671 17,496 17,318 0.3%
Brightway Holdings, LLC(10)(17)First lien senior secured revolving loanSR +6.50%12/20271,053 1,033 1,011 0.0%
Broadstreet Partners, Inc.(9)(22)First lien senior secured loanSR +4.00%01/20298,750 8,643 8,687 0.1%
Disco Parent, Inc. (dba Duck Creek Technologies, Inc.)(10)First lien senior secured loanSR +7.50%03/2029909 887 891 0.0%
Disco Parent, Inc. (dba Duck Creek Technologies, Inc.)(10)(17)(18)First lien senior secured revolving loanSR +7.50%03/2029— (2)(2)0.0%
Evolution BuyerCo, Inc. (dba SIAA)(10)First lien senior secured loanSR +6.25%04/202826,204 25,951 25,942 0.4%
Evolution BuyerCo, Inc. (dba SIAA)(10)(17)(19)First lien senior secured delayed draw term loanSR +6.75%12/20231,393 1,393 1,386 0.0%
Evolution BuyerCo, Inc. (dba SIAA)(10)(17)(18)First lien senior secured revolving loanSR +6.25%04/2027— (6)(7)0.0%
Hub International(9)(22)First lien senior secured loanSR +4.25%04/202510,000 9,900 10,018 0.1%
Hyperion Refinance S.a.r.l (dba Howden Group)(9)(23)First lien senior secured loanSR +5.25%11/2027131,000 128,611 131,000 2.0%
IMA Financial Group, Inc.(9)First lien senior secured loanSR +4.25%11/202810,000 9,754 9,750 0.1%
KUSRP Intermediate, Inc. (dba U.S. Retirement and Benefits Partners)(9)First lien senior secured loanSR +10.50% PIK07/203013,022 12,858 12,957 0.2%
KWOR Acquisition, Inc. (dba Alacrity Solutions)(9)(17)(19)First lien senior secured delayed draw term loanSR +5.25%06/20241,956 1,863 1,947 0.0%
Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services)(9)First lien senior secured loanSR +6.00%11/2028132,976 131,758 132,976 2.0%
Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services)(9)First lien senior secured delayed draw term loanSR +6.00%11/202869,011 68,417 69,011 1.0%
Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services)(9)(17)(18)First lien senior secured revolving loanSR +6.00%11/2027— (19)— 0.0%
PCF Midco II, LLC (dba PCF Insurance Services)(16)First lien senior secured loan9.00% PIK10/203151,508 47,736 47,259 0.7%
Tempo Buyer Corp. (dba Global Claims Services)(10)First lien senior secured loanSR +5.50%08/202835,976 35,409 35,436 0.5%
Tempo Buyer Corp. (dba Global Claims Services)(10)(17)(18)(19)First lien senior secured delayed draw term loanSR +5.50%08/2023— (76)(52)0.0%
Tempo Buyer Corp. (dba Global Claims Services)(15)(17)First lien senior secured revolving loanP +4.25%08/20271,960 1,889 1,883 0.0%
USRP Holdings, Inc. (dba U.S. Retirement and Benefits Partners)(10)First lien senior secured loanSR +5.75%07/202714,829 14,613 14,680 0.2%
USRP Holdings, Inc. (dba U.S. Retirement and Benefits Partners)(10)(17)(18)First lien senior secured revolving loanSR +5.75%07/2027— (15)(11)0.0%
Summit Acquisition Inc. (dba K2 Insurance Services)(10)(17)(18)(19)First lien senior secured delayed draw term loanSR +6.75%11/2024— (180)(184)0.0%
Summit Acquisition Inc. (dba K2 Insurance Services)(10)(17)(18)First lien senior secured revolving loanSR +6.75%05/2029— (179)(184)0.0%
Summit Acquisition Inc. (dba K2 Insurance Services)(10)First lien senior secured loanSR +6.75%05/203050,600 49,105 49,082 0.7%
KWOR Acquisition, Inc. (dba Alacrity Solutions)(9)First lien senior secured loanSR +5.25%12/202832,538 32,093 32,376 0.5%
KWOR Acquisition, Inc. (dba Alacrity Solutions)(15)(17)First lien senior secured revolving loanP +4.25%12/20271,878 1,840 1,861 0.0%
Company(1)(2)(3)(20)(29)InvestmentInterestMaturity DatePar/UnitsAmortized Cost(4)(25)Fair ValuePercentage of Net Assets
Asurion, LLC(6)(22)Second lien senior secured loanSR +5.25%01/202815,000 13,433 13,470 0.2 %
Brightway Holdings, LLC(7)First lien senior secured loanSR +6.50%12/202717,626 17,460 17,274 0.2 %
Brightway Holdings, LLC(7)(17)First lien senior secured revolving loanSR +6.50%12/20271,053 1,034 1,011 0.0 %
Broadstreet Partners, Inc.(6)(22)First lien senior secured loanSR +4.00%01/20298,728 8,625 8,718 0.1 %
Disco Parent, Inc. (dba Duck Creek Technologies, Inc.)(7)First lien senior secured loanSR +7.50%03/2029909 888 895 0.0 %
Disco Parent, Inc. (dba Duck Creek Technologies, Inc.)(7)(17)(18)First lien senior secured revolving loanSR +7.50%03/2029— (2)(1)0.0 %
Evolution BuyerCo, Inc. (dba SIAA)(7)First lien senior secured loanSR +6.25%04/202826,137 25,897 25,942 0.3 %
Evolution BuyerCo, Inc. (dba SIAA)(7)(17)(19)First lien senior secured delayed draw term loanSR +6.75%12/20231,390 1,390 1,386 0.0 %
Evolution BuyerCo, Inc. (dba SIAA)(7)(17)(18)First lien senior secured revolving loanSR +6.25%04/2027— (6)(5)0.0 %
Hub International(7)(22)First lien senior secured loanSR +4.25%04/202510,000 9,903 10,017 0.1 %
Hyperion Refinance S.a.r.l (dba Howden Group)(6)(23)First lien senior secured loanSR +5.25%11/2027131,000 128,722 131,000 1.7 %
IMA Financial Group, Inc.(6)First lien senior secured loanSR +4.25%11/20289,975 9,738 9,925 0.1 %
Integrated Specialty Coverages, LLC(7)First lien senior secured loanSR +6.00%07/203055,101 54,288 54,247 0.7 %
Integrated Specialty Coverages, LLC(7)(17)(18)(19)First lien senior secured delayed draw term loanSR +6.00%01/2024— (77)(38)0.0 %
Integrated Specialty Coverages, LLC(7)(17)(18)First lien senior secured revolving loanSR +6.00%07/2029— (86)(92)0.0 %
Integrity Marketing Acquisition, LLC(7)First lien senior secured loanSR +5.80%08/202655,312 55,178 55,312 0.7 %
Integrity Marketing Acquisition, LLC(7)First lien senior secured loanSR +6.00%08/20262,794 2,767 2,794 0.0 %
Integrity Marketing Acquisition, LLC(7)First lien senior secured loanSR +6.05%08/20265,478 5,464 5,478 0.0 %
Integrity Marketing Acquisition, LLC(7)(17)(18)(19)First lien senior secured delayed draw term loanSR +6.00%02/2025— (114)— 0.0 %
Integrity Marketing Acquisition, LLC(7)(17)(18)First lien senior secured revolving loanSR +6.50%08/2026— (16)— 0.0 %
KUSRP Intermediate, Inc. (dba U.S. Retirement and Benefits Partners)(6)First lien senior secured loanSR +10.50% PIK07/203013,556 13,398 13,523 0.2 %
KWOR Acquisition, Inc. (dba Alacrity Solutions)(6)(17)(19)First lien senior secured delayed draw term loanSR +5.25%06/20242,388 2,295 2,376 0.0 %
Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services)(6)First lien senior secured loanSR +6.00%11/2028132,639 131,464 129,323 1.7 %
Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services)(6)First lien senior secured delayed draw term loanSR +6.00%11/202868,837 68,244 67,116 0.9 %
Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services)(6)(17)(18)First lien senior secured revolving loanSR +6.00%11/2027— (18)(64)0.0 %
PCF Midco II, LLC (dba PCF Insurance Services)(16)First lien senior secured loan9.00% PIK10/203152,680 48,980 48,861 0.6 %
Tempo Buyer Corp. (dba Global Claims Services)(7)First lien senior secured loanSR +5.50%08/202835,885 35,269 35,410 0.5 %
Tempo Buyer Corp. (dba Global Claims Services)(15)(17)First lien senior secured revolving loanP +4.00%08/20271,960 1,893 1,896 0.0 %
USRP Holdings, Inc. (dba U.S. Retirement and Benefits Partners)(7)First lien senior secured loanSR +5.75%07/202714,792 14,587 14,681 0.2 %
17

Blue Owl Credit Income Corp.
Consolidated Schedule of Investments (Continued)
As of JuneSeptember 30, 2023
(Amounts in thousands, except share amounts)
(Unaudited)
Company(1)(2)(3)(20)(29)InvestmentInterestMaturity
Date
Par /
Units
Amortized
Cost(4)(25)
Fair
Value
Percentage
of Net
Assets
1,187,991 1,164,487 1,152,297 16.8%
Internet software and services
Anaplan, Inc.(9)First lien senior secured loanSR +6.50%06/2029$229,639 $227,620 $229,639 3.4%
Anaplan, Inc.(9)(17)(18)First lien senior secured revolving loanSR +6.50%06/2028— (137)— 0.0%
Appfire Technologies, LLC(10)First lien senior secured loanSR +5.50%03/20274,017 3,993 3,997 0.1%
Appfire Technologies, LLC(17)(18)(19)First lien senior secured delayed draw term loanSR +5.50%06/2024— (110)— 0.0%
Appfire Technologies, LLC(10)(17)(18)First lien senior secured revolving loanSR +5.50%03/2027— (19)(8)0.0%
Avalara, Inc.(10)First lien senior secured loanSR +7.25%10/202870,455 69,488 70,102 1.0%
Avalara, Inc.(10)(17)(18)First lien senior secured revolving loanSR +7.25%10/2028— (93)(35)0.0%
Armstrong Bidco Ltd. (dba The Access Group)(14)(23)First lien senior secured loanSA +5.25%06/202933,780 31,961 33,527 0.5%
Armstrong Bidco Ltd. (dba The Access Group)(14)(17)(19)(23)First lien senior secured delayed draw term loanSA +5.25%06/202515,483 14,642 15,449 0.2%
Barracuda Parent, LLC(10)(22)First lien senior secured loanSR +4.50%08/202927,512 26,762 26,502 0.4%
Barracuda Parent, LLC(10)Second lien senior secured loanSR +7.00%08/203093,250 90,649 89,287 1.3%
Bayshore Intermediate #2, L.P. (dba Boomi)(7)First lien senior secured loanL +7.50% PIK10/202822,820 22,471 22,478 0.3%
Bayshore Intermediate #2, L.P. (dba Boomi)(10)(17)First lien senior secured revolving loanSR +6.50%10/2027319 294 295 0.0%
BCPE Nucleon (DE) SPV, LP(8)(23)First lien senior secured loanL +7.00%09/202624,012 23,823 24,012 0.4%
BCTO BSI Buyer, Inc. (dba Buildertrend)(10)First lien senior secured loanSR +8.00% PIK12/20261,102 1,094 1,102 0.0%
BCTO BSI Buyer, Inc. (dba Buildertrend)(10)(17)(18)First lien senior secured revolving loanSR +7.00%12/2026— (1)— 0.0%
Central Parent, Inc.(10)(22)First lien senior secured loanSR +4.25%07/20299,353 9,103 9,320 0.1%
CivicPlus, LLC(7)First lien senior secured loanL +6.75% (2.50% PIK)08/202727,889 27,672 27,889 0.4%
CivicPlus, LLC(6)(17)First lien senior secured revolving loanL +6.00%08/2027404 387 404 0.0%
CP PIK Debt Issuer, LLC (dba CivicPlus, LLC)(11)Unsecured notesSR +11.75% PIK06/203415,719 15,350 15,641 0.2%
Coupa Holdings, LLC(9)First lien senior secured loanSR +7.50%02/203024,344 23,755 23,735 0.4%
Coupa Holdings, LLC(9)(17)(18)First lien senior secured revolving loanSR +7.50%02/2029— (39)(42)0.0%
Coupa Holdings, LLC(9)(17)(18)(19)First lien senior secured delayed draw term loanSR +7.50%08/2024— (26)(27)0.0%
Delta TopCo, Inc. (dba Infoblox, Inc.)(11)(22)First lien senior secured loanSR +3.75%12/202727,182 25,657 26,261 0.4%
Delta TopCo, Inc. (dba Infoblox, Inc.)(11)Second lien senior secured loanSR +7.25%12/202849,222 48,980 47,745 0.7%
EET Buyer, Inc. (dba e-Emphasys)(7)First lien senior secured loanL +6.50%11/202719,301 19,153 19,301 0.3%
EET Buyer, Inc. (dba e-Emphasys)(10)First lien senior secured loanSR +6.50%11/202717,189 16,938 17,189 0.3%
Company(1)(2)(3)(20)(29)InvestmentInterestMaturity DatePar/UnitsAmortized Cost(4)(25)Fair ValuePercentage of Net Assets
USRP Holdings, Inc. (dba U.S. Retirement and Benefits Partners)(7)(17)(18)First lien senior secured revolving loanSR +5.75%07/2027— (14)(8)0.0 %
Summit Acquisition Inc. (dba K2 Insurance Services)(7)First lien senior secured loanSR +6.75%05/203050,600 49,141 49,335 0.6 %
Summit Acquisition Inc. (dba K2 Insurance Services)(7)(17)(18)(19)First lien senior secured delayed draw term loanSR +6.75%11/2024— (173)(123)0.0 %
Summit Acquisition Inc. (dba K2 Insurance Services)(7)(17)(18)First lien senior secured revolving loanSR +6.75%05/2029— (171)(153)0.0 %
KWOR Acquisition, Inc. (dba Alacrity Solutions)(15)First lien senior secured loanP +4.25%12/202832,538 32,109 32,376 0.4 %
KWOR Acquisition, Inc. (dba Alacrity Solutions)(15)(17)First lien senior secured revolving loanP +4.25%12/20271,876 1,839 1,858 0.0 %
1,337,091 1,309,184 1,301,133 16.5 %
Internet software and services
Activate Holdings (US) Corp. (dba Absolute Software)(7)(23)First lien senior secured loanSR +6.75%07/2030$4,648 $4,522 $4,520 0.1 %
Activate Holdings (US) Corp. (dba Absolute Software)(7)(17)(18)(23)First lien senior secured revolving loanSR +6.75%07/2030— (9)(10)0.0 %
Anaplan, Inc.(6)First lien senior secured loanSR +6.50%06/2029229,639 227,681 229,639 3.0 %
Anaplan, Inc.(6)(17)(18)First lien senior secured revolving loanSR +6.50%06/2028— (130)— 0.0 %
Appfire Technologies, LLC(7)First lien senior secured loanSR +5.50%03/20277,040 7,001 7,004 0.1 %
Appfire Technologies, LLC(7)(17)(18)(19)First lien senior secured delayed draw term loanSR +5.50%06/2024— (108)— 0.0 %
Appfire Technologies, LLC(7)(17)(18)First lien senior secured revolving loanSR +5.50%03/2027— (18)(8)0.0 %
Avalara, Inc.(7)First lien senior secured loanSR +7.25%10/202870,455 69,521 70,102 0.9 %
Avalara, Inc.(7)(17)(18)First lien senior secured revolving loanSR +7.25%10/2028— (89)(35)0.0 %
Armstrong Bidco Limited (dba The Access Group)(14)(23)First lien senior secured loanSA +5.00%06/202932,431 31,984 32,187 0.4 %
Armstrong Bidco Ltd. (dba The Access Group)(14)(23)First lien senior secured delayed draw term loanSA +5.00%06/202916,920 16,680 16,794 0.2 %
Barracuda Parent, LLC(7)(22)First lien senior secured loanSR +4.50%08/202927,443 26,717 27,138 0.4 %
Barracuda Parent, LLC(7)Second lien senior secured loanSR +7.00%08/203093,250 90,708 87,189 1.1 %
Bayshore Intermediate #2, L.P. (dba Boomi)(7)First lien senior secured loanSR +7.50% PIK10/202823,568 23,231 23,273 0.3 %
Bayshore Intermediate #2, L.P. (dba Boomi)(7)(17)First lien senior secured revolving loanSR +6.50%10/2027319 295 299 0.0 %
BCPE Nucleon (DE) SPV, LP(8)(23)First lien senior secured loanSR +7.00%09/202624,012 23,835 24,012 0.3 %
BCTO BSI Buyer, Inc. (dba Buildertrend)(7)First lien senior secured loanSR +7.00%12/20261,102 1,095 1,102 0.0 %
BCTO BSI Buyer, Inc. (dba Buildertrend)(7)(17)(18)First lien senior secured revolving loanSR +7.00%12/2026— (1)— 0.0 %
Central Parent, Inc.(7)(22)First lien senior secured loanSR +4.25%07/20299,330 9,088 9,325 0.1 %
CivicPlus, LLC(7)First lien senior secured loanSR +6.50% (2.50% PIK)08/202728,066 27,860 28,066 0.4 %
CivicPlus, LLC(6)(17)First lien senior secured revolving loanSR +6.00%08/2027179 164 179 0.0 %
CP PIK Debt Issuer, LLC (dba CivicPlus, LLC)(8)Unsecured notesSR +11.75% PIK06/203415,719 15,358 15,680 0.2 %
Coupa Holdings, LLC(6)First lien senior secured loanSR +7.50%02/203024,344 23,769 23,857 0.3 %
18

Blue Owl Credit Income Corp.
Consolidated Schedule of Investments (Continued)
As of JuneSeptember 30, 2023
(Amounts in thousands, except share amounts)
(Unaudited)
Company(1)(2)(3)(20)(29)InvestmentInterestMaturity
Date
Par /
Units
Amortized
Cost(4)(25)
Fair
Value
Percentage
of Net
Assets
EET Buyer, Inc. (dba e-Emphasys)(7)(17)(18)First lien senior secured revolving loanL +6.50%11/2027— (35)— 0.0%
Catalis Intermediate, Inc. (fka GovBrands Intermediate, Inc.)(10)First lien senior secured loanSR +5.50%08/20278,221 8,070 7,727 0.1%
Catalis Intermediate, Inc. (fka GovBrands Intermediate, Inc.)(10)(17)(19)First lien senior secured delayed draw term loanSR +5.50%08/20231,850 1,810 1,697 0.0%
Catalis Intermediate, Inc. (fka GovBrands Intermediate, Inc.)(9)(17)First lien senior secured revolving loanSR +5.50%08/2027793 778 740 0.0%
Granicus, Inc.(10)First lien senior secured loanSR +5.50%01/20271,813 1,785 1,782 0.0%
Granicus, Inc.(10)(17)First lien senior secured revolving loanSR +6.50%01/202750 48 47 0.0%
Granicus, Inc.(10)First lien senior secured delayed draw term loanSR +6.00%01/2027341 337 335 0.0%
Grayshift, LLC(9)(23)First lien senior secured loanSR +8.00%07/2028115,122 113,134 112,820 1.7%
Grayshift, LLC(9)(17)(18)(23)First lien senior secured revolving loanSR +8.00%07/2028— (20)(48)0.0%
GS Acquisitionco, Inc. (dba insightsoftware)(10)First lien senior secured loanSR +5.75%05/20268,948 8,918 8,925 0.1%
Help/Systems Holdings, Inc.(10)(22)First lien senior secured loanSR +4.00%11/202664,202 63,914 58,424 0.9%
Help/Systems Holdings, Inc.(9)Second lien senior secured loanSR +6.75%11/202725,000 24,753 20,938 0.3%
Hyland Software, Inc.(6)(22)First lien senior secured loanL +3.50%07/202423,533 23,389 23,321 0.3%
Hyland Software, Inc.(6)(22)Second lien senior secured loanL +6.25%07/202560,517 60,318 57,945 0.9%
Ivanti Software, Inc.(7)Second lien senior secured loanL +7.25%12/202819,000 18,921 14,013 0.2%
MessageBird BidCo B.V.(9)(23)First lien senior secured loanSR +6.75%05/20272,917 2,872 2,888 0.0%
Ministry Brands Holdings, LLC.(9)First lien senior secured loanSR +5.50%12/202848,817 48,006 47,841 0.7%
Ministry Brands Holdings, LLC.(9)(17)(19)First lien senior secured delayed draw term loanSR +5.50%12/20231,992 1,849 1,814 0.0%
Ministry Brands Holdings, LLC.(10)(17)First lien senior secured revolving loanSR +5.50%12/20271,740 1,669 1,645 0.0%
Mitnick Corporate Purchaser, Inc.(15)(17)(21)First lien senior secured revolving loanP +2.50%05/20272,500 2,506 2,500 0.0%
Oranje Holdco, Inc. (dba KnowBe4)(10)First lien senior secured loanSR +7.75%02/202981,182 80,023 79,964 1.2%
Oranje Holdco, Inc. (dba KnowBe4)(10)(17)(18)First lien senior secured revolving loanSR +7.75%02/2029— (142)(152)0.0%
QAD Inc.(9)First lien senior secured loanSR +5.38%11/202745,919 45,210 45,000 0.7%
QAD Inc.(9)(17)(18)First lien senior secured revolving loanSR +5.38%11/2027— (87)(120)0.0%
Quartz Acquireco, LLC (dba Qualtrics AcquireCo, LLC)(9)First lien senior secured loanSR +3.50%04/203010,000 9,903 9,900 0.1%
Perforce Software, Inc.(9)First lien senior secured loanSR +4.50%07/202614,850 14,569 14,293 0.2%
Proofpoint, Inc.(9)(22)First lien senior secured loanSR +3.25%08/202812,170 11,789 11,896 0.2%
Proofpoint, Inc.(9)Second lien senior secured loanSR +6.25%08/20297,500 7,469 7,256 0.1%
Company(1)(2)(3)(20)(29)InvestmentInterestMaturity DatePar/UnitsAmortized Cost(4)(25)Fair ValuePercentage of Net Assets
Coupa Holdings, LLC(6)(17)(18)First lien senior secured revolving loanSR +7.50%02/2029— (38)(33)0.0 %
Coupa Holdings, LLC(6)(17)(18)(19)First lien senior secured delayed draw term loanSR +7.50%08/2024— (25)(16)0.0 %
Delta TopCo, Inc. (dba Infoblox, Inc.)(8)(22)First lien senior secured loanSR +3.75%12/202727,113 25,658 26,812 0.3 %
Delta TopCo, Inc. (dba Infoblox, Inc.)(8)Second lien senior secured loanSR +7.25%12/202849,222 48,988 48,606 0.6 %
EET Buyer, Inc. (dba e-Emphasys)(7)First lien senior secured loanSR +6.50%11/202719,252 19,111 19,252 0.3 %
EET Buyer, Inc. (dba e-Emphasys)(7)First lien senior secured loanSR +6.50%11/202717,189 16,950 17,189 0.2 %
EET Buyer, Inc. (dba e-Emphasys)(7)(17)First lien senior secured revolving loanSR +6.50%11/2027677 645 677 0.0 %
Entrata, Inc.(6)First lien senior secured loanSR +6.00%07/20304,487 4,421 4,420 0.1 %
Entrata, Inc.(6)(17)(18)First lien senior secured revolving loanSR +6.00%07/2028— (7)(8)0.0 %
Catalis Intermediate, Inc. (fka GovBrands Intermediate, Inc.)(7)First lien senior secured loanSR +5.50%08/20278,200 8,057 7,769 0.1 %
Catalis Intermediate, Inc. (fka GovBrands Intermediate, Inc.)(7)First lien senior secured delayed draw term loanSR +5.50%08/20271,845 1,822 1,755 0.0 %
Catalis Intermediate, Inc. (fka GovBrands Intermediate, Inc.)(6)(17)First lien senior secured revolving loanSR +5.50%08/2027303 289 257 0.0 %
Granicus, Inc.(7)First lien senior secured loanSR +5.50%01/20271,821 1,794 1,793 0.0 %
Granicus, Inc.(7)(17)First lien senior secured revolving loanSR +6.50%01/202774 72 72 0.0 %
Granicus, Inc.(7)First lien senior secured delayed draw term loanSR +6.00%01/2027341 337 336 0.0 %
Grayshift, LLC(6)(23)First lien senior secured loanSR +8.00%07/202813,859 13,655 13,616 0.2 %
Grayshift, LLC(6)(23)First lien senior secured loanSR +8.00%07/2028114,833 112,935 112,824 1.5 %
Grayshift, LLC(6)(17)(18)(23)First lien senior secured revolving loanSR +8.00%07/2028— (19)(42)0.0 %
GS Acquisitionco, Inc. (dba insightsoftware)(7)First lien senior secured loanSR +5.75%05/20268,925 8,897 8,902 0.1 %
Help/Systems Holdings, Inc.(7)(22)First lien senior secured loanSR +4.00%11/202664,036 63,748 61,219 0.8 %
Help/Systems Holdings, Inc.(8)Second lien senior secured loanSR +6.75%11/202725,000 24,753 22,438 0.3 %
Hyland Software, Inc.(6)(17)(18)First lien senior secured revolving loanSR +6.00%09/2029— (104)(105)0.0 %
Hyland Software, Inc.(6)First lien senior secured loanSR +6.00%09/2030147,235 145,034 145,027 1.9 %
Ivanti Software, Inc.(10)Second lien senior secured loanL +7.25%12/202819,000 18,924 13,522 0.2 %
MessageBird BidCo B.V.(6)(23)First lien senior secured loanSR +6.75%05/20272,917 2,874 2,895 0.0 %
Ministry Brands Holdings, LLC(6)First lien senior secured loanSR +5.50%12/202848,694 47,913 47,841 0.6 %
Ministry Brands Holdings, LLC(6)(17)(19)First lien senior secured delayed draw term loanSR +5.50%12/20232,526 2,385 2,382 0.0 %
Ministry Brands Holdings, LLC(6)(17)First lien senior secured revolving loanSR +5.50%12/20272,136 2,068 2,053 0.0 %
Mitnick Corporate Purchaser, Inc.(7)(17)(21)First lien senior secured revolving loanSR +3.00%05/2027— — 0.0 %
Oranje Holdco, Inc. (dba KnowBe4)(7)First lien senior secured loanSR +7.75%02/202981,182 80,060 80,370 1.0 %
19

Blue Owl Credit Income Corp.
Consolidated Schedule of Investments (Continued)
As of JuneSeptember 30, 2023
(Amounts in thousands, except share amounts)
(Unaudited)
Company(1)(2)(3)(20)(29)InvestmentInterestMaturity
Date
Par /
Units
Amortized
Cost(4)(25)
Fair
Value
Percentage
of Net
Assets
Sailpoint Technologies Holdings, Inc.(9)First lien senior secured loanSR +6.25%08/202959,880 58,729 59,131 0.9%
Sailpoint Technologies Holdings, Inc.(9)(17)(18)First lien senior secured revolving loanSR +6.25%08/2028— (98)(71)0.0%
Securonix, Inc.(10)First lien senior secured loanSR +6.50%04/202829,661 29,413 28,623 0.4%
Securonix, Inc.(10)(17)(18)First lien senior secured revolving loanSR +6.50%04/2028— (42)(187)0.0%
Sedgwick Claims Management Services, Inc.(9)(21)(22)First lien senior secured loanSR +3.75%02/20289,975 9,782 9,905 0.1%
Sophos Holdings, LLC(9)(22)(23)First lien senior secured loanSR +3.50%03/202720,031 19,981 19,853 0.3%
Tahoe Finco, LLC(6)(23)First lien senior secured loanL +6.00%09/202883,721 83,051 82,884 1.2%
Tahoe Finco, LLC(6)(17)(18)(23)First lien senior secured revolving loanL +6.00%10/2027— (45)(63)0.0%
Thunder Purchaser, Inc. (dba Vector Solutions)(10)First lien senior secured loanSR +5.75%06/202811,881 11,791 11,792 0.1%
Thunder Purchaser, Inc. (dba Vector Solutions)(10)(17)First lien senior secured revolving loanSR +5.75%06/2027602 597 597 0.0%
Thunder Purchaser, Inc. (dba Vector Solutions)(10)(17)(19)First lien senior secured delayed draw term loanSR +5.75%08/2023728 721 722 0.0%
When I Work, Inc.(7)First lien senior secured loanL +7.00% PIK11/202724,241 24,070 23,817 0.4%
When I Work, Inc.(7)(17)(18)First lien senior secured revolving loanL +6.00%11/2027— (30)(73)0.0%
Zendesk, Inc.(10)First lien senior secured loanSR +7.00% (3.50% PIK)11/2028121,372 119,153 119,248 1.8%
Zendesk, Inc.(10)(17)(18)(19)First lien senior secured delayed draw term loanSR +6.50%11/2024— (1,006)(226)0.0%
Zendesk, Inc.(10)(17)(18)First lien senior secured revolving loanSR +6.50%11/2028— (223)(217)0.0%
1,634,061 1,606,967 1,592,889 23.3%
Leisure and entertainment
Troon Golf, L.L.C.(10)First lien senior secured loanSR +5.75%08/2027$92,939 $92,599 $92,474 1.4%
Troon Golf, L.L.C.(10)(17)(18)First lien senior secured revolving loanSR +5.75%08/2026— (22)(36)0.0%
Troon Golf, L.L.C.(10)First lien senior secured delayed draw term loanSR +5.75%08/202749,650 49,039 49,402 0.7%
142,589 141,616 141,840 2.1%
Manufacturing
ACR Group Borrower, LLC(10)First lien senior secured loanSR +6.00%03/2028$4,043 $4,000 $3,972 0.1%
ACR Group Borrower, LLC(10)First lien senior secured loanSR +6.00%03/2028868 857 868 0.0%
ACR Group Borrower, LLC(7)(17)First lien senior secured revolving loanL +4.50%03/2026630 623 615 0.0%
BCPE Watson (DE) ORML, LP(11)(23)(27)First lien senior secured loanSR +6.50%07/2028101,500 100,615 100,993 1.5%
EMRLD Borrower LP (dba Emerson Climate Technologies, Inc.)(10)(22)First lien senior secured loanSR +3.00%05/203010,743 10,638 10,733 0.2%
Engineered Machinery Holdings, Inc. (dba Duravant)(7)(22)First lien senior secured loanL +3.50%05/20289,900 9,846 9,694 0.1%
Company(1)(2)(3)(20)(29)InvestmentInterestMaturity DatePar/UnitsAmortized Cost(4)(25)Fair ValuePercentage of Net Assets
Oranje Holdco, Inc. (dba KnowBe4)(7)(17)(18)First lien senior secured revolving loanSR +7.75%02/2029— (135)(101)0.0 %
QAD, Inc.(6)First lien senior secured loanSR +5.38%11/202745,803 45,129 45,001 0.6 %
QAD, Inc.(6)(17)(18)First lien senior secured revolving loanSR +5.38%11/2027— (82)(105)0.0 %
Quartz Acquireco, LLC (dba Qualtrics AcquireCo, LLC)(6)First lien senior secured loanSR +3.50%06/203010,000 9,906 9,925 0.1 %
Perforce Software, Inc.(6)First lien senior secured loanSR +4.50%07/202614,813 14,557 14,553 0.2 %
Proofpoint, Inc.(6)(22)First lien senior secured loanSR +3.25%08/202812,139 11,774 12,026 0.2 %
Proofpoint, Inc.(6)(22)Second lien senior secured loanSR +6.25%08/20297,500 7,470 7,507 0.1 %
Sailpoint Technologies Holdings, Inc.(6)First lien senior secured loanSR +6.25%08/202959,880 58,762 59,431 0.8 %
Sailpoint Technologies Holdings, Inc.(6)(17)(18)First lien senior secured revolving loanSR +6.25%08/2028— (93)(43)0.0 %
Securonix, Inc.(7)First lien senior secured loanSR +6.50%04/202829,661 29,423 28,104 0.4 %
Securonix, Inc.(7)(17)(18)First lien senior secured revolving loanSR +6.50%04/2028— (40)(280)0.0 %
Sedgwick Claims Management Services, Inc.(6)(21)(22)First lien senior secured loanSR +3.75%02/20289,950 9,766 9,924 0.1 %
Sophos Holdings, LLC(6)(22)(23)First lien senior secured loanSR +3.50%03/202719,980 19,932 19,922 0.3 %
Tahoe Finco, LLC(6)(23)First lien senior secured loanSR +6.00%09/202883,721 83,075 83,093 1.1 %
Tahoe Finco, LLC(6)(17)(18)(23)First lien senior secured revolving loanSR +6.00%10/2027— (42)(47)0.0 %
Thunder Purchaser, Inc. (dba Vector Solutions)(7)First lien senior secured loanSR +5.75%06/202811,851 11,764 11,791 0.1 %
Thunder Purchaser, Inc. (dba Vector Solutions)(7)(17)First lien senior secured revolving loanSR +5.75%06/2027602 598 599 0.0 %
Thunder Purchaser, Inc. (dba Vector Solutions)(7)First lien senior secured delayed draw term loanSR +5.75%06/2028960 952 955 0.0 %
When I Work, Inc.(7)First lien senior secured loanSR +7.00% PIK11/202724,674 24,511 24,243 0.3 %
When I Work, Inc.(7)(17)(18)First lien senior secured revolving loanSR +6.00%11/2027— (28)(73)0.0 %
Zendesk, Inc.(7)First lien senior secured loanSR +6.75% (3.25% PIK)11/2028122,436 120,301 120,600 1.6 %
Zendesk, Inc.(7)(17)(18)(19)First lien senior secured delayed draw term loanSR +6.50%11/2024— (959)(150)0.0 %
Zendesk, Inc.(7)(17)(18)First lien senior secured revolving loanSR +6.50%11/2028— (212)(186)0.0 %
1,723,302 1,696,685 1,688,825 21.9 %
Leisure and entertainment
Troon Golf, L.L.C.(7)First lien senior secured loanSR +5.75%08/2027$92,703 $92,380 $92,239 1.2 %
Troon Golf, L.L.C.(7)(17)(18)First lien senior secured revolving loanSR +5.75%08/2026— (21)(36)0.0 %
Troon Golf, L.L.C.(6)First lien senior secured delayed draw term loanSR +5.75%08/202749,525 48,952 49,277 0.6 %
142,228 141,311 141,480 1.8 %
Manufacturing
ACR Group Borrower, LLC(7)First lien senior secured loanSR +4.50%03/2028$4,032 $3,991 $3,972 0.1 %
ACR Group Borrower, LLC(7)First lien senior secured loanSR +6.00%03/2028866 855 866 0.0 %
20

Blue Owl Credit Income Corp.
Consolidated Schedule of Investments (Continued)
As of JuneSeptember 30, 2023
(Amounts in thousands, except share amounts)
(Unaudited)
Company(1)(2)(3)(20)(29)InvestmentInterestMaturity
Date
Par /
Units
Amortized
Cost(4)(25)
Fair
Value
Percentage
of Net
Assets
Engineered Machinery Holdings, Inc. (dba Duravant)(7)Second lien senior secured loanL +6.50%05/202937,181 37,034 36,716 0.5%
Engineered Machinery Holdings, Inc. (dba Duravant)(7)Second lien senior secured loanL +6.00%05/202919,160 19,118 18,873 0.3%
Filtration Group Corporation(9)(22)First lien senior secured loanSR +4.25%10/202821,945 21,729 21,919 0.3%
Gloves Buyer, Inc. (dba Protective Industrial Products)(9)First lien senior secured loanSR +4.00%12/202718,681 18,368 18,541 0.3%
Gloves Buyer, Inc. (dba Protective Industrial Products)(9)Second lien senior secured loanSR +8.25%12/202811,728 11,472 11,553 0.2%
Helix Acquisition Holdings, Inc. (dba MW Industries)(9)First lien senior secured loanSR +7.00%03/203065,000 63,096 63,213 0.9%
Ideal Tridon Holdings, Inc.(9)(17)First lien senior secured revolving loanSR +6.75%04/20282,466 2,219 2,207 0.0%
Ideal Tridon Holdings, Inc.(10)First lien senior secured loanSR +6.75%04/202892,236 89,568 89,469 1.3%
MHE Intermediate Holdings, LLC (dba OnPoint Group)(10)First lien senior secured loanSR +6.00%07/202786,610 85,945 86,176 1.3%
MHE Intermediate Holdings, LLC (dba OnPoint Group)(10)First lien senior secured loanSR +6.25%07/202712,903 12,680 12,870 0.2%
MHE Intermediate Holdings, LLC (dba OnPoint Group)(9)(17)First lien senior secured revolving loanSR +6.00%07/2027929 904 911 0.0%
Pro Mach Group, Inc.(6)(22)First lien senior secured loanL +4.00%08/202830,473 30,319 30,373 0.5%
Sonny's Enterprises, LLC(10)First lien senior secured loanSR +6.75%08/2028135,469 133,482 133,437 2.0%
Sonny's Enterprises, LLC(17)(18)First lien senior secured revolving loanSR +6.75%08/2027— (376)(390)0.0%
Sonny's Enterprises, LLC(17)(18)(19)First lien senior secured delayed draw term loanSR +6.75%11/2024— (401)(413)0.0%
662,465 651,736 652,330 9.7%
Professional services
Apex Group Treasury, LLC(10)(23)First lien senior secured loanSR +5.00%07/2028$24,875 $23,490 $24,751 0.4%
Apex Group Treasury, LLC(7)(23)Second lien senior secured loanL +6.75%07/202911,618 11,452 11,415 0.2%
Apex Service Partners, LLC(10)First lien senior secured loanSR +5.50%07/202591,011 90,113 90,784 1.4%
Apex Service Partners, LLC(10)(17)(18)First lien senior secured revolving loanSR +5.25%07/2025— (44)(12)0.0%
Apex Service Partners Intermediate 2, LLC(16)First lien senior secured loan12.50% PIK07/20275,614 5,507 5,543 0.1%
Corporation Service Company(9)(22)First lien senior secured loanSR +3.25%11/20292,865 2,787 2,868 0.0%
EM Midco2 Ltd. (dba Element Materials Technology)(10)(22)(23)First lien senior secured loanSR +4.25%06/202927,807 27,778 27,182 0.4%
EP Purchaser, LLC(10)First lien senior secured loanSR +4.50%11/202824,938 23,952 23,940 0.4%
Guidehouse Inc.(9)First lien senior secured loanSR +6.25%10/2028106,193 105,192 105,662 1.6%
Relativity ODA LLC(9)First lien senior secured loanSR +6.50%05/20275,094 5,048 5,094 0.1%
Relativity ODA LLC(9)(17)(18)First lien senior secured revolving loanSR +6.50%05/2027— (4)— 0.0%
Sensor Technology Topco, Inc. (dba Humanetics)(10)First lien senior secured loanSR +6.50%05/2026230,746 229,079 229,016 3.4%
Sensor Technology Topco, Inc. (dba Humanetics)(13)(17)First lien senior secured revolving loanE +6.75%05/2026— 4,026 4,020 0.1%
Company(1)(2)(3)(20)(29)InvestmentInterestMaturity DatePar/UnitsAmortized Cost(4)(25)Fair ValuePercentage of Net Assets
ACR Group Borrower, LLC(7)(17)First lien senior secured revolving loanSR +4.50%03/2026537 531 524 0.0 %
BCPE Watson (DE) ORML, LP(8)(23)(27)First lien senior secured loanSR +6.50%07/2028101,500 100,648 100,993 1.3 %
CPM Holdings, Inc.(6)(22)First lien senior secured loanSR +4.50%09/202850,000 48,643 49,845 0.7 %
CPM Holdings, Inc.(6)(17)(18)(22)First lien senior secured revolving loanSR +4.50%09/2030— (50)(16)0.0 %
EMRLD Borrower LP (dba Emerson Climate Technologies, Inc.)(6)(22)First lien senior secured loanSR +3.00%05/203010,743 10,642 10,723 0.1 %
Engineered Machinery Holdings, Inc. (dba Duravant)(7)(22)First lien senior secured loanSR +3.50%05/20289,875 9,823 9,813 0.1 %
Engineered Machinery Holdings, Inc. (dba Duravant)(7)Second lien senior secured loanSR +6.50%05/202937,181 37,039 37,181 0.5 %
Engineered Machinery Holdings, Inc. (dba Duravant)(7)Second lien senior secured loanSR +6.00%05/202919,160 19,119 19,160 0.3 %
Filtration Group Corporation(6)(22)First lien senior secured loanSR +4.25%10/202821,890 21,682 21,899 0.3 %
Gloves Buyer, Inc. (dba Protective Industrial Products)(6)First lien senior secured loanSR +4.00%12/202718,634 18,337 18,494 0.2 %
Gloves Buyer, Inc. (dba Protective Industrial Products)(6)Second lien senior secured loanSR +8.25%12/202811,728 11,480 11,582 0.1 %
Helix Acquisition Holdings, Inc. (dba MW Industries)(7)First lien senior secured loanSR +7.00%03/203065,000 63,143 63,213 0.8 %
Ideal Tridon Holdings, Inc.(6)(17)First lien senior secured revolving loanSR +6.75%04/20282,466 2,232 2,250 0.0 %
Ideal Tridon Holdings, Inc.(8)First lien senior secured loanSR +6.75%04/202892,005 89,449 89,704 1.2 %
MHE Intermediate Holdings, LLC (dba OnPoint Group)(7)First lien senior secured loanSR +6.00%07/202786,390 85,764 86,390 1.1 %
MHE Intermediate Holdings, LLC (dba OnPoint Group)(7)First lien senior secured loanSR +6.25%07/202712,870 12,660 12,870 0.2 %
MHE Intermediate Holdings, LLC (dba OnPoint Group)(7)(17)First lien senior secured revolving loanSR +6.00%07/20271,929 1,906 1,929 0.0 %
Pro Mach Group, Inc.(6)(22)First lien senior secured loanSR +4.00%08/202830,396 30,248 30,399 0.4 %
Sonny's Enterprises, LLC(7)First lien senior secured loanSR +6.75%08/2028130,571 128,727 129,592 1.7 %
Sonny's Enterprises, LLC(7)(17)(18)First lien senior secured revolving loanSR +6.75%08/2027— (341)(189)0.0 %
Sonny's Enterprises, LLC(7)(17)(18)(19)First lien senior secured delayed draw term loanSR +6.75%11/2024— (367)(199)0.0 %
707,773 696,161 700,995 9.1 %
Professional services
Apex Group Treasury, LLC(7)(23)First lien senior secured loanSR +5.00%07/2028$24,813 $23,484 $24,813 0.3 %
Apex Group Treasury, LLC(7)(23)Second lien senior secured loanSR +6.75%07/202911,618 11,458 11,501 0.2 %
Apex Service Partners, LLC(7)First lien senior secured loanSR +5.50%07/202591,011 90,222 91,011 1.2 %
Apex Service Partners, LLC(8)(17)First lien senior secured revolving loanSR +5.25%07/20252,875 2,837 2,875 0.0 %
Apex Service Partners Intermediate 2, LLC(16)First lien senior secured loan12.50% PIK07/20275,789 5,687 5,789 0.1 %
Certinia, Inc.(8)First lien senior secured loanSR +0.072508/202933,088 32,438 32,426 0.4 %
Certinia, Inc.(8)(17)(18)First lien senior secured revolving loanSR +0.072508/2029— (86)(88)0.0 %
Corporation Service Company(6)(22)First lien senior secured loanSR +3.25%11/20292,858 2,782 2,854 0.0 %
EM Midco2 Ltd. (dba Element Materials Technology)(7)(22)(23)First lien senior secured loanSR +4.25%06/202927,738 27,709 27,322 0.3 %
21

Blue Owl Credit Income Corp.
Consolidated Schedule of Investments (Continued)
As of JuneSeptember 30, 2023
(Amounts in thousands, except share amounts)
(Unaudited)
Company(1)(2)(3)(20)(29)InvestmentInterestMaturity
Date
Par /
Units
Amortized
Cost(4)(25)
Fair
Value
Percentage
of Net
Assets
Sensor Technology Topco, Inc. (dba Humanetics)(13)First lien senior secured EUR term loanE +6.75%05/202645,318 44,795 44,979 0.7%
Sovos Compliance, LLC(9)(22)First lien senior secured loanSR +4.50%08/202829,192 28,699 28,109 0.4%
Vistage Worldwide, Inc.(9)First lien senior secured loanSR +5.25%07/20294,963 4,840 4,913 0.1%
VT Topco, Inc. (dba Veritext)(9)(21)(22)First lien senior secured loanSR +3.75%08/20252,745 2,727 2,702 0.0%
612,979 609,437 610,966 9.3%
Specialty retail
Ideal Image Development, LLC(9)First lien senior secured loanSR +6.50%09/2027$5,810 $5,709 $5,316 0.1%
Ideal Image Development, LLC(9)First lien senior secured revolving loanSR +6.50%09/2027915 899 837 0.0%
Notorious Topco, LLC (dba Beauty Industry Group)(10)First lien senior secured loanSR +6.75%11/202760,002 59,296 58,952 0.9%
Notorious Topco, LLC (dba Beauty Industry Group)(10)First lien senior secured loanSR +6.75%11/2027163,431 161,383 160,571 2.4%
Notorious Topco, LLC (dba Beauty Industry Group)(10)(17)(19)First lien senior secured delayed draw term loanSR +6.75%11/20235,229 5,133 5,120 0.1%
Notorious Topco, LLC (dba Beauty Industry Group)(10)(17)First lien senior secured revolving loanSR +6.75%05/2027352 296 260 0.0%
Milan Laser Holdings LLC(9)First lien senior secured loanSR +5.00%04/202720,321 20,182 20,321 0.3%
Milan Laser Holdings LLC(9)(17)(18)First lien senior secured revolving loanSR +5.00%04/2026— (10)— 0.0%
The Shade Store, LLC(10)First lien senior secured loanSR +6.00%10/202767,159 66,519 64,305 1.0%
The Shade Store, LLC(10)First lien senior secured loanSR +7.00%10/202610,634 10,357 10,315 0.2%
The Shade Store, LLC(10)(17)First lien senior secured revolving loanSR +6.00%10/20263,545 3,489 3,256 0.0%
337,398 333,253 329,253 5.0%
Telecommunications
EOS U.S. Finco LLC(10)(23)First lien senior secured loanSR +6.00%10/2029$18,328 $17,420 $17,961 0.3%
EOS U.S. Finco LLC(17)(18)(23)First lien senior secured loanSR +6.00%10/2029— (250)— 0.0%
Park Place Technologies, LLC(9)(22)First lien senior secured loanSR +5.00%11/20271,139 1,108 1,105 0.0%
19,467 18,278 19,066 0.3%
Transportation
Lightbeam Bidco, Inc. (dba Lazer Spot)(10)First lien senior secured loanSR +6.25%05/2030$96,397 $95,448 $95,385 1.4%
Lightbeam Bidco, Inc. (dba Lazer Spot)(10)(17)(18)First lien senior secured revolving loanSR +6.25%05/2029— (114)(123)0.0%
Lightbeam Bidco, Inc. (dba Lazer Spot)(10)(17)(18)(19)First lien senior secured delayed draw term loanSR +6.25%11/2024— (71)(7)0.0%
Motus Group, LLC(6)Second lien senior secured loanL +6.50%12/202910,000 9,914 9,850 0.1%
Safe Fleet Holdings, LLC(9)(22)First lien senior secured loanSR +3.75%02/202925,921 25,358 25,866 0.4%
132,318 130,535 130,971 1.9%
Total non-controlled/non-affiliated portfolio
company debt investments
$12,129,187 $11,947,707 $11,895,011 176.0%
Equity Investments
Company(1)(2)(3)(20)(29)InvestmentInterestMaturity DatePar/UnitsAmortized Cost(4)(25)Fair ValuePercentage of Net Assets
EP Purchaser, LLC(7)First lien senior secured loanSR +4.50%11/202824,875 23,927 23,942 0.3 %
Guidehouse Inc.(6)First lien senior secured loanSR +6.25%10/2028105,924 104,960 105,394 1.4 %
Omnia Partners, LLC(7)(22)First lien senior secured loanSR +4.25%07/20301,828 1,810 1,829 0.0 %
Omnia Partners, LLC(7)(17)(18)(19)(22)First lien senior secured delayed draw term loanSR +4.25%01/2024— (2)— 0.0 %
Relativity ODA LLC(6)First lien senior secured loanSR +6.50%05/20275,094 5,051 5,094 0.1 %
Relativity ODA LLC(6)(17)(18)First lien senior secured revolving loanSR +6.50%05/2027— (4)— 0.0 %
Sensor Technology Topco, Inc. (dba Humanetics)(7)First lien senior secured loanSR +7.00% (2.00% PIK)05/2026231,926 230,384 231,346 3.0 %
Sensor Technology Topco, Inc. (dba Humanetics)(6)(17)First lien senior secured revolving loanSR +6.50%05/20268,286 8,152 8,235 0.1 %
Sensor Technology Topco, Inc. (dba Humanetics)(13)First lien senior secured EUR term loanE +7.25% (2.25% PIK)05/202644,232 45,082 44,121 0.6 %
Sovos Compliance, LLC(6)(22)First lien senior secured loanSR +4.50%08/202829,118 28,644 28,614 0.4 %
Vistage Worldwide, Inc.(6)First lien senior secured loanSR +5.25%07/20294,950 4,832 4,932 0.1 %
656,023 649,367 652,010 8.5 %
Specialty retail
Ideal Image Development, LLC(7)First lien senior secured loanSR +6.50%09/2027$5,795 $5,700 $5,259 0.1 %
Ideal Image Development, LLC(7)First lien senior secured revolving loanSR +6.50%09/2027915 900 830 0.0 %
Notorious Topco, LLC (dba Beauty Industry Group)(7)First lien senior secured loanSR +6.75%11/202759,849 59,177 57,007 0.7 %
Notorious Topco, LLC (dba Beauty Industry Group)(7)First lien senior secured loanSR +6.75%11/2027163,018 161,065 155,274 2.0 %
Notorious Topco, LLC (dba Beauty Industry Group)(7)(17)(19)First lien senior secured delayed draw term loanSR +6.75%11/20235,216 5,125 4,845 0.1 %
Notorious Topco, LLC (dba Beauty Industry Group)(7)(17)First lien senior secured revolving loanSR +6.75%05/2027352 300 101 0.0 %
Milan Laser Holdings LLC(6)First lien senior secured loanSR +5.00%04/202720,269 20,138 20,269 0.3 %
Milan Laser Holdings LLC(6)(17)(18)First lien senior secured revolving loanSR +5.00%04/2026— (9)— 0.0 %
The Shade Store, LLC(7)First lien senior secured loanSR +6.00%10/202766,989 66,381 64,309 0.8 %
The Shade Store, LLC(7)First lien senior secured loanSR +7.00%10/202710,607 10,343 10,315 0.1 %
The Shade Store, LLC(7)(17)First lien senior secured revolving loanSR +6.00%10/20263,000 2,948 2,727 0.0 %
336,010 332,068 320,936 4.1 %
Telecommunications
EOS U.S. Finco LLC(7)(23)First lien senior secured loanSR +6.00%10/2029$68,773 $65,367 $67,397 0.9 %
EOS U.S. Finco LLC(17)(18)(19)(23)First lien senior secured delayed draw term loanSR +6.00%05/2026— (239)— 0.0 %
Park Place Technologies, LLC(6)(22)First lien senior secured loanSR +5.00%11/20271,136 1,107 1,116 0.0 %
69,909 66,235 68,513 0.9 %
Transportation
Lightbeam Bidco, Inc. (dba Lazer Spot)(8)First lien senior secured loanSR +6.25%05/2030$96,397 $95,472 $95,674 1.2 %
Lightbeam Bidco, Inc. (dba Lazer Spot)(8)(17)First lien senior secured revolving loanSR +6.25%05/20291,558 1,449 1,470 0.0 %
22

Blue Owl Credit Income Corp.
Consolidated Schedule of Investments (Continued)
As of JuneSeptember 30, 2023
(Amounts in thousands, except share amounts)
(Unaudited)
Company(1)(2)(3)(20)(29)Company(1)(2)(3)(20)(29)InvestmentInterestMaturity
Date
Par /
Units
Amortized
Cost(4)(25)
Fair
Value
Percentage
of Net
Assets
Company(1)(2)(3)(20)(29)InvestmentInterestMaturity DatePar/UnitsAmortized Cost(4)(25)Fair ValuePercentage of Net Assets
Lightbeam Bidco, Inc. (dba Lazer Spot)(8)(17)(18)(19)Lightbeam Bidco, Inc. (dba Lazer Spot)(8)(17)(18)(19)First lien senior secured delayed draw term loanSR +6.25%11/2024— (69)— 0.0 %
Motus Group, LLC(6)Motus Group, LLC(6)Second lien senior secured loanSR +6.50%12/202910,000 9,917 9,875 0.1 %
Safe Fleet Holdings, LLC(6)(22)Safe Fleet Holdings, LLC(6)(22)First lien senior secured loanSR +3.75%02/202925,855 25,312 25,834 0.3 %
133,810 132,081 132,853 1.6 %
Total non-controlled/non-affiliated portfolio company debt investmentsTotal non-controlled/non-affiliated portfolio company debt investments$13,233,071 $13,031,075 $13,011,249 167.7 %
Equity InvestmentsEquity Investments
Asset based lending and fund financeAsset based lending and fund finance
Amergin Asset Management, LLC(23)(24)(26)Amergin Asset Management, LLC(23)(24)(26)Class A UnitsN/AN/A50,000,000 $— $— 0.0 %
— — 0.0 %
AutomotiveAutomotiveAutomotive
CD&R Value Building Partners I, L.P. (dba Belron)(23)(24)(26)CD&R Value Building Partners I, L.P. (dba Belron)(23)(24)(26)LP InterestN/AN/A33,061 $32,912 $35,155 0.5%CD&R Value Building Partners I, L.P. (dba Belron)(23)(24)(26)LP InterestN/AN/A33,061 $32,912 $39,078 0.5 %
Metis HoldCo, Inc. (dba Mavis Tire Express Services)(16)(24)Metis HoldCo, Inc. (dba Mavis Tire Express Services)(16)(24)Series A Convertible Preferred Stock7.00% PIKN/A12,510 12,225 12,511 0.2%Metis HoldCo, Inc. (dba Mavis Tire Express Services)(16)(24)Series A Convertible Preferred Stock7.00% PIKN/A10,769 12,454 12,729 0.2 %
45,137 47,666 0.7%45,366 51,807 0.7 %
Buildings and real estateBuildings and real estateBuildings and real estate
Associations Finance, Inc.(16)(24)Associations Finance, Inc.(16)(24)Preferred Stock13.50% PIKN/A215,000,000 $230,992 $233,956 3.5%Associations Finance, Inc.(16)(24)Preferred Stock13.50% PIKN/A215,000,000 $239,021 $241,765 3.2 %
Associations Finance, Inc.(16)(24)Associations Finance, Inc.(16)(24)Preferred Stock13.50% PIKN/A35,000,000 34,061 34,650 0.5%Associations Finance, Inc.(16)(24)Preferred Stock13.50% PIKN/A35,000,000 35,151 35,702 0.5 %
Dodge Construction Network Holdings, L.P.(10)(24)Series A Preferred UnitsSR +8.25% PIKN/A— 0.0%
Dodge Construction Network Holdings, L.P.(7)(24)Dodge Construction Network Holdings, L.P.(7)(24)Series A Preferred UnitsSR +8.25%N/A— 0.0 %
Dodge Construction Network Holdings, L.P.(24)(26)Dodge Construction Network Holdings, L.P.(24)(26)Class A-2 Common UnitsN/AN/A143,963 123 84 0.0%Dodge Construction Network Holdings, L.P.(24)(26)Class A-2 Common UnitsN/AN/A143,963 123 101 0.0 %
265,179 268,693 4.0%274,298 277,570 3.7 %
Business servicesBusiness servicesBusiness services
Denali Holding LP (dba Summit Companies)(24)(26)Class A UnitsN/AN/A686,513 $7,076 $9,459 0.1%
Denali Holding, LP (dba Summit Companies)(24)(26)Denali Holding, LP (dba Summit Companies)(24)(26)Class A UnitsN/AN/A686,513 $7,076 $10,212 0.1 %
Hercules Buyer, LLC (dba The Vincit Group)(24)(26)(28)Hercules Buyer, LLC (dba The Vincit Group)(24)(26)(28)Common UnitsN/AN/A10,000 10 11 0.0%Hercules Buyer, LLC (dba The Vincit Group)(24)(26)(28)Common UnitsN/AN/A10 10 11 0.0 %
Knockout Intermediate Holdings I Inc. (dba Kaseya)(16)(24)Perpetual Preferred Stock11.75% PIKN/A60,212 59,006 60,062 0.9%
Knockout Intermediate Holdings I Inc. (dba Kaseya Inc.)(16)(24)Knockout Intermediate Holdings I Inc. (dba Kaseya Inc.)(16)(24)Perpetual Preferred Stock11.75% PIKN/A53,600 59,042 60,062 0.8 %
66,092 69,532 1.0%66,128 70,285 0.9 %
Consumer productsConsumer productsConsumer products
ASP Conair Holdings LP(24)(26)ASP Conair Holdings LP(24)(26)Class A UnitsN/AN/A9,286 $929 $877 0.0%ASP Conair Holdings LP(24)(26)Class A UnitsN/AN/A9,286 $929 $877 0.0 %
929 877 0.0%929 877 0.0 %
Food and beverageFood and beverageFood and beverage
Hissho Sushi Holdings, LLC(24)(26)Hissho Sushi Holdings, LLC(24)(26)Class A UnitsN/AN/A941,780 $9,418 $11,421 0.2%Hissho Sushi Holdings, LLC(24)(26)Class A UnitsN/AN/A941,780 $9,418 $12,187 0.2 %
9,418 11,421 0.2%9,418 12,187 0.2 %
Healthcare equipment and servicesHealthcare equipment and servicesHealthcare equipment and services
Maia Aggregator, LP(24)(26)Maia Aggregator, LP(24)(26)Class A-2 UnitsN/AN/A12,921,348 $12,921 $13,711 0.2%Maia Aggregator, LP(24)(26)Class A-2 UnitsN/AN/A12,921,348 $12,921 $13,711 0.2 %
KPCI Holdings, L.P.(24)(26)KPCI Holdings, L.P.(24)(26)Class A UnitsN/AN/A1,781 2,313 2,057 0.0%KPCI Holdings, L.P.(24)(26)Class A UnitsN/AN/A1,781 2,313 2,056 0.0 %
Patriot Holdings SCSp (dba Corza Health, Inc.)(16)(23)(24)Patriot Holdings SCSp (dba Corza Health, Inc.)(16)(23)(24)Class A Units8.00% PIKN/A982 1,204 1,204 0.0%Patriot Holdings SCSp (dba Corza Health, Inc.)(16)(23)(24)Class A Units8.00% PIKN/A13,517 1,228 1,228 0.0 %
Patriot Holdings SCSp (dba Corza Health, Inc.)(23)(24)(26)Patriot Holdings SCSp (dba Corza Health, Inc.)(23)(24)(26)Class B UnitsN/AN/A13,517 164 225 0.0%Patriot Holdings SCSp (dba Corza Health, Inc.)(23)(24)(26)Class B UnitsN/AN/A982 164 225 0.0 %
Rhea Acquisition Holdings, LP(24)(26)Rhea Acquisition Holdings, LP(24)(26)Series A-2 UnitsN/AN/A11,964,286 11,964 15,523 0.2%Rhea Acquisition Holdings, LP(24)(26)Series A-2 UnitsN/AN/A11,964,286 11,964 16,154 0.2 %
28,566 32,720 0.4%28,590 33,374 0.4 %
Healthcare providers and servicesHealthcare providers and servicesHealthcare providers and services
KOBHG Holdings, L.P. (dba OB Hospitalist)(24)(26)KOBHG Holdings, L.P. (dba OB Hospitalist)(24)(26)Class A InterestsN/AN/A3,520 $3,520 $3,269 0.0%KOBHG Holdings, L.P. (dba OB Hospitalist)(24)(26)Class A InterestsN/AN/A3,520 $3,520 $3,105 0.0 %
3,520 3,269 0.0%3,520 3,105 0.0 %
Healthcare technologyHealthcare technologyHealthcare technology
Minerva Holdco, Inc.(16)(24)Minerva Holdco, Inc.(16)(24)Series A Preferred Stock10.75% PIKN/A115,916 $114,158 $107,223 1.6%Minerva Holdco, Inc.(16)(24)Series A Preferred Stock10.75% PIKN/A100,000 $114,204 $109,540 1.4 %
BEHP Co-Investor II, L.P.(23)(24)(26)LP InterestN/AN/A1,269,969 1,266 1,325 0.0%
Orange Blossom Parent, Inc.(24)(26)Common EquityN/AN/A16,667 1,667 1,710 0.0%
WP Irving Co-Invest, L.P.(23)(24)(26)Partnership UnitsN/AN/A1,250,000 1,251 1,304 0.0%
118,342 111,562 1.6%
Household products
Evology LLC(24)(26)Class B UnitsN/AN/A316 $1,512 $2,082 0.0%
Walker Edison Holdco LLC(24)(26)Common EquityN/AN/A29,167 2,818 2,548 0.0%
4,330 4,630 0.0%
Human resource support services
Sunshine Software Holdings, Inc. (dba Cornerstone OnDemand)(16)(24)Series A Preferred Stock10.50% PIKN/A15,188 $14,917 $13,366 0.2%
23

Blue Owl Credit Income Corp.
Consolidated Schedule of Investments (Continued)
As of JuneSeptember 30, 2023
(Amounts in thousands, except share amounts)
(Unaudited)
Company(1)(2)(3)(20)(29)Company(1)(2)(3)(20)(29)InvestmentInterestMaturity
Date
Par /
Units
Amortized
Cost(4)(25)
Fair
Value
Percentage
of Net
Assets
Company(1)(2)(3)(20)(29)InvestmentInterestMaturity DatePar/UnitsAmortized Cost(4)(25)Fair ValuePercentage of Net Assets
BEHP Co-Investor II, L.P.(23)(24)(26)BEHP Co-Investor II, L.P.(23)(24)(26)LP InterestN/AN/A1,269,969 1,266 1,325 0.0 %
Orange Blossom Parent, Inc.(24)(26)Orange Blossom Parent, Inc.(24)(26)Common EquityN/AN/A16,667 1,667 1,710 0.0 %
WP Irving Co-Invest, L.P.(23)(24)(26)WP Irving Co-Invest, L.P.(23)(24)(26)Partnership UnitsN/AN/A1,250,000 1,251 1,304 0.0 %
118,388 113,879 1.4 %
Household productsHousehold products
Evology, LLC(24)(26)Evology, LLC(24)(26)Class B UnitsN/AN/A316 $1,512 $1,446 0.0 %
Walker Edison Holdco LLC(24)(26)Walker Edison Holdco LLC(24)(26)Common EquityN/AN/A29,167 2,818 1,685 0.0 %
4,330 3,131 0.0 %
Human resource support servicesHuman resource support services
Sunshine Software Holdings, Inc. (dba Cornerstone OnDemand)(16)(24)Sunshine Software Holdings, Inc. (dba Cornerstone OnDemand)(16)(24)Series A Preferred Stock10.50% PIKN/A12,750 $14,925 $13,024 0.2 %
14,917 13,366 0.2%14,925 13,024 0.2 %
InsuranceInsuranceInsurance
Accelerate Topco Holdings, LLC(24)(26)Accelerate Topco Holdings, LLC(24)(26)Common UnitsN/AN/A91,805 $2,535 $2,676 0.0%Accelerate Topco Holdings, LLC(24)(26)Common UnitsN/AN/A91,805 $2,535 $2,895 0.0 %
Evolution Parent, LP (dba SIAA)(24)(26)Evolution Parent, LP (dba SIAA)(24)(26)LP InterestN/AN/A2,703 270 302 0.0%Evolution Parent, LP (dba SIAA)(24)(26)LP InterestN/AN/A2,703 270 302 0.0 %
GrowthCurve Capital Sunrise Co-Invest LP (dba Brightway)(24)(26)GrowthCurve Capital Sunrise Co-Invest LP (dba Brightway)(24)(26)LP InterestN/AN/A408 426 408 0.0%GrowthCurve Capital Sunrise Co-Invest LP (dba Brightway)(24)(26)LP InterestN/AN/A421 426 408 0.0 %
Hockey Parent Holdings, L.P.(24)(26)Hockey Parent Holdings, L.P.(24)(26)Class A UnitsN/AN/A12,438 25,000 25,000 0.3 %
PCF Holdco, LLC (dba PCF Insurance Services)(16)(17)(19)(24)PCF Holdco, LLC (dba PCF Insurance Services)(16)(17)(19)(24)Series A Preferred Units15.00% PIKN/A8,099 7,897 8,099 0.1%PCF Holdco, LLC (dba PCF Insurance Services)(16)(17)(19)(24)Series A Preferred Units15.00% PIKN/A19,423 7,897 8,378 0.1 %
PCF Holdco, LLC (dba PCF Insurance Services)(24)(26)PCF Holdco, LLC (dba PCF Insurance Services)(24)(26)Class A Unit WarrantsN/AN/A1,504 5,129 5,134 0.1%PCF Holdco, LLC (dba PCF Insurance Services)(24)(26)Class A Unit WarrantsN/AN/A1,503,286 5,129 5,134 0.0 %
PCF Holdco, LLC (dba PCF Insurance Services)(24)(26)PCF Holdco, LLC (dba PCF Insurance Services)(24)(26)Class A UnitsN/AN/A6,047,390 15,336 27,614 0.4%PCF Holdco, LLC (dba PCF Insurance Services)(24)(26)Class A UnitsN/AN/A6,047,390 15,336 27,614 0.4 %
31,593 44,233 0.6%56,593 69,731 0.8 %
Internet software and servicesInternet software and servicesInternet software and services
Brooklyn Lender Co-Invest 2, L.P. (dba Boomi)(24)(26)Brooklyn Lender Co-Invest 2, L.P. (dba Boomi)(24)(26)Common UnitsN/AN/A1,729,439 $1,730 $1,776 0.0%Brooklyn Lender Co-Invest 2, L.P. (dba Boomi)(24)(26)Common UnitsN/AN/A1,729,439 $1,729 $1,776 0.0 %
Insight CP (Blocker) Holdings, L.P. (dba CivicPlus, LLC)(23)(24)(26)Insight CP (Blocker) Holdings, L.P. (dba CivicPlus, LLC)(23)(24)(26)LP InterestN/AN/A— 987 987 0.0%Insight CP (Blocker) Holdings, L.P. (dba CivicPlus, LLC)(23)(24)(26)LP InterestN/AN/A987,461 987 1,032 0.0 %
Elliott Alto Co-Investor Aggregator L.P.(23)(24)(26)Elliott Alto Co-Investor Aggregator L.P.(23)(24)(26)LP InterestN/AN/A6,723 6,568 6,369 0.1%Elliott Alto Co-Investor Aggregator L.P.(23)(24)(26)LP InterestN/AN/A6,529,851 6,569 6,187 0.1 %
Picard Holdco, Inc.(10)(24)Series A Preferred StockSR +12.00% PIKN/A57,459 55,990 52,431 0.8%
Picard Holdco, Inc.(7)(24)Picard Holdco, Inc.(7)(24)Series A Preferred StockSR +12.00% PIKN/A51,493 46,631 42,186 0.6 %
MessageBird Holding B.V.(23)(24)(26)MessageBird Holding B.V.(23)(24)(26)Extended Series C WarrantsN/AN/A7,980 49 0.0%MessageBird Holding B.V.(23)(24)(26)Extended Series C WarrantsN/AN/A7,980 49 0.0 %
Project Alpine Co-Invest Fund, L.P.(23)(24)(26)LP InterestN/AN/A17,000 17,010 18,655 0.3%
Project Alpine Co-Invest Fund, LP(23)(24)(26)Project Alpine Co-Invest Fund, LP(23)(24)(26)LP InterestN/AN/A17,000,000 17,010 18,656 0.2 %
Thunder Topco L.P. (dba Vector Solutions)(24)(26)Thunder Topco L.P. (dba Vector Solutions)(24)(26)Common UnitsN/AN/A712,884 713 730 0.0%Thunder Topco L.P. (dba Vector Solutions)(24)(26)Common UnitsN/AN/A712,884 713 791 0.0 %
WMC Bidco, Inc. (dba West Monroe)(16)(24)WMC Bidco, Inc. (dba West Monroe)(16)(24)Senior Preferred Stock11.25% PIKN/A40,053 38,228 36,814 0.5%WMC Bidco, Inc. (dba West Monroe)(16)(24)Senior Preferred Stock11.25% PIKN/A33,385 40,587 39,124 0.5 %
Project Hotel California Co-Invest Fund, L.P.(23)(24)(26)Project Hotel California Co-Invest Fund, L.P.(23)(24)(26)LP InterestN/AN/A3,522 3,525 3,524 0.1%Project Hotel California Co-Invest Fund, L.P.(23)(24)(26)LP InterestN/AN/A3,522 3,525 3,679 0.0 %
BCTO WIW Holdings, Inc. (dba When I Work)(24)(26)BCTO WIW Holdings, Inc. (dba When I Work)(24)(26)Class A Common StockN/AN/A57,000 5,700 5,134 0.1%BCTO WIW Holdings, Inc. (dba When I Work)(24)(26)Class A Common StockN/AN/A57,000 5,700 4,808 0.1 %
Zoro TopCo, Inc. (16)(24)Series A Preferred Stock12.50% PIKN/A17,846 17,285 17,444 0.3%
Zoro TopCo, Inc. (24)(26)Class A Common UnitsN/AN/A1,380,129 13,801 13,801 0.2%
Zoro TopCo, Inc. (dba Zendesk, Inc.)(16)(24)Zoro TopCo, Inc. (dba Zendesk, Inc.)(16)(24)Series A Preferred Stock12.50% PIKN/A16,562 17,292 17,489 0.2 %
Zoro TopCo, L.P. (dba Zendesk, Inc.)(24)(26)Zoro TopCo, L.P. (dba Zendesk, Inc.)(24)(26)Class A Common UnitsN/AN/A1,380,129 13,801 14,481 0.2 %
161,586 157,674 2.4%154,593 150,218 1.9 %
ManufacturingManufacturingManufacturing
Gloves Holdings, LP (dba Protective Industrial Products)(24)(26)Gloves Holdings, LP (dba Protective Industrial Products)(24)(26)LP InterestN/AN/A10 $100 $118 0.0%Gloves Holdings, LP (dba Protective Industrial Products)(24)(26)LP InterestN/AN/A1,000 $100 $112 0.0 %
100 118 0.0%100 112 0.0 %
Total non-controlled/non-affiliated portfolio company equity investmentsTotal non-controlled/non-affiliated portfolio company equity investments$749,709 $765,761 11.1%Total non-controlled/non-affiliated portfolio company equity investments$777,178 $799,300 10.2 %
Total non-controlled/non-affiliated portfolio company investments$12,697,416 $12,660,772 187.1%
Non-controlled/affiliated portfolio company investments
Equity Investments
Pharmaceuticals
LSI Financing 1 DAC(23)(24)(26)(30)Preferred equityN/AN/A79,272 $76,348 $76,348 1.1%
76,348 76,348 1.1%
Total non-controlled/affiliated portfolio company equity investments$76,348 $76,348 1.1%
24

Blue Owl Credit Income Corp.
Consolidated Schedule of Investments (Continued)
As of JuneSeptember 30, 2023
(Amounts in thousands, except share amounts)
(Unaudited)
Company(1)(2)(3)(20)(29)Company(1)(2)(3)(20)(29)InvestmentInterestMaturity
Date
Par /
Units
Amortized
Cost(4)(25)
Fair
Value
Percentage
of Net
Assets
Company(1)(2)(3)(20)(29)InvestmentInterestMaturity DatePar/UnitsAmortized Cost(4)(25)Fair ValuePercentage of Net Assets
Total non-controlled/non-affiliated portfolio company investmentsTotal non-controlled/non-affiliated portfolio company investments$13,808,253 $13,810,549 177.9 %
Non-controlled/affiliated portfolio company investmentsNon-controlled/affiliated portfolio company investments
Equity InvestmentsEquity Investments
PharmaceuticalsPharmaceuticals
LSI Financing 1 DAC(23)(24)(26)(30)LSI Financing 1 DAC(23)(24)(26)(30)Preferred equityN/AN/A79,272 $74,421 $77,407 1.0 %
74,421 77,407 1.0 %
Total non-controlled/affiliated portfolio company equity investmentsTotal non-controlled/affiliated portfolio company equity investments$74,421 $77,407 1.0 %
Controlled/affiliated portfolio company investmentsControlled/affiliated portfolio company investmentsControlled/affiliated portfolio company investments
Debt InvestmentsDebt Investments
Asset based lending and fund financeAsset based lending and fund financeAsset based lending and fund finance
Amergin Asset Management, LLC(23)(24)(26)(31)Class A UnitsN/AN/A50,000,000 $— $— 0.0%
AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC(16)(23)(31)AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC(16)(23)(31)First lien senior secured loan12.00% PIK07/2030$36,380 $36,380 $36,380 0.5 %
36,380 36,380 36,380 0.5 %
Total controlled/affiliated portfolio company debt investmentsTotal controlled/affiliated portfolio company debt investments$36,380 $36,380 $36,380 0.5 %
Equity InvestmentsEquity Investments
Asset based lending and fund financeAsset based lending and fund finance
AAM Series 2.1 Aviation Feeder, LLC(17)(19)(23)(24)(26)(31)AAM Series 2.1 Aviation Feeder, LLC(17)(19)(23)(24)(26)(31)LLC InterestN/AN/A18,944 18,945 18,944 0.3%AAM Series 2.1 Aviation Feeder, LLC(17)(19)(23)(24)(26)(31)LLC InterestN/AN/A30,706 $30,708 $30,706 0.4 %
AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC(17)(19)(23)(24)(26)(31)AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC(17)(19)(23)(24)(26)(31)LLC InterestN/AN/A6,116 6,081 6,116 0.1%AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC(17)(19)(23)(24)(26)(31)LLC InterestN/AN/A23,966 23,932 23,966 0.3 %
25,026 25,060 0.4%54,640 54,672 0.7 %
InsuranceInsuranceInsurance
Fifth Season Investments LLC(24)(26)(27)(31)Fifth Season Investments LLC(24)(26)(27)(31)Class A UnitsN/AN/A28 $111,234 $111,234 1.7%Fifth Season Investments LLC(24)(26)(27)(31)Class A UnitsN/AN/A28 $123,500 $123,500 1.6 %
111,234 111,234 1.7%123,500 123,500 1.6 %
Joint ventures
Joint VenturesJoint Ventures
Blue Owl Credit Income Senior Loan Fund, LLC (f/k/a ORCIC Senior Loan Fund, LLC)(23)(24)(27)(31)(33)Blue Owl Credit Income Senior Loan Fund, LLC (f/k/a ORCIC Senior Loan Fund, LLC)(23)(24)(27)(31)(33)LLC InterestN/AN/A222,933 $222,933 $226,230 3.4%Blue Owl Credit Income Senior Loan Fund, LLC (f/k/a ORCIC Senior Loan Fund, LLC)(23)(24)(27)(31)(33)LLC InterestN/AN/A257,933 $257,933 $264,772 3.5 %
222,933 226,230 3.4%257,933 264,772 3.5 %
Total controlled/affiliated portfolio company equity investmentsTotal controlled/affiliated portfolio company equity investments$359,193 $362,524 5.5%Total controlled/affiliated portfolio company equity investments$436,073 $442,944 5.8 %
Total controlled/affiliated portfolio company investmentsTotal controlled/affiliated portfolio company investments$472,453 $479,324 6.3 %
Total InvestmentsTotal Investments$13,132,957 $13,099,644 193.7%Total Investments$14,355,127 $14,367,280 185.2 %

Interest Rate Swaps as of June 30, 2023Interest Rate Swaps as of September 30, 2023
Company
Receives
Company
Pays
Maturity DateNotional AmountHedged
Instrument
Footnote
Reference
Company ReceivesCompany PaysMaturity DateNotional AmountFair ValueUpfront Payments/ReceiptsChange in Unrealized Appreciation / (Depreciation)Hedged InstrumentFootnote Reference
Interest rate swap(b)Interest rate swap(b)7.75%S+ 3.84%9/16/2027$600,000 September 2027 NotesNote 6Interest rate swap(b)7.75%SR + 3.84%9/16/2027$600,000 $(10,984)$— $(580)September 2027 NotesNote 6
TotalTotal$600,000 Total$600,000 
________
(a) Contains a variable rate structure. Bears interest at a rate determined by SOFR.
(b) Instrument is used in a hedge accounting relationship. The associated change in fair value is recorded along with the change in fair value of the hedging item within interest expense.
25

Blue Owl Credit Income Corp.
Consolidated Schedule of Investments (Continued)
As of September 30, 2023
(Amounts in thousands, except share amounts)
(Unaudited)

(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 Secured Overnight Financing Rate ("SOFR" or "SR") (which can include one-, three-, six- or twelve-month SOFR), 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-monththree-month CDOR), Sterling (SP) 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 SOFR, which as of September 30, 2023 was 5.32%.
(7)The interest rate on these loans is subject to 3 month SOFR, which as of September 30, 2023 was 5.40%.
(8)The interest rate on these loans is subject to 6 month SOFR, which as of September 30, 2023 was 5.47%.
(9)The interest rate on these loans is subject to 1 month LIBOR, which as of JuneSeptember 30, 2023 was 5.22%5.43%.
(7)(10)The interest rate on these loans is subject to 3 month LIBOR, which as of JuneSeptember 30, 2023 was 5.55%.
(8)The interest rate on these loans is subject to 6 month LIBOR, which as of June 30, 2023 was 5.76%.
(9)The interest rate on these loans is subject to 1 month SOFR, which as of June 30, 2023 was 5.14%.
(10)The interest rate on these loans is subject to 3 month SOFR, which as of June 30, 2023 was 5.27%5.66%.
(11)The interest rate on these loans is subject to 61 month SOFR,CDOR, which as of JuneSeptember 30, 2023 was 5.39%.
(12)The interest rate on these loans is subject to 3 month CDOR, which as of JuneSeptember 30, 2023 was 5.02%5.51%.
(13)The interest rate on these loans is subject to 3 month EURIBOR, which as of JuneSeptember 30, 2023 was 3.58%3.95%.
25

Blue Owl Credit Income Corp.
Consolidated Schedule of Investments (Continued)
As of June 30, 2023
(Amounts in thousands, except share amounts)
(Unaudited)
(14)The interest rate on these loans is subject to SONIA, which as of JuneSeptember 30, 2023 was 4.93%5.19%.
(15)The interest rate on these loans is subject to Prime, which as of JuneSeptember 30, 2023 was 8.25%8.50%.
(16)Investment does not contain a variable rate structure.
(17)Position or portion thereof is an unfunded loan or equity commitment. See Note 7 “Commitments and Contingencies”.
(18)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.
(19)The date disclosed represents the commitment period of the unfunded term loan. Upon expiration of the commitment period, the funded portion of the term loan may be subject to a longer maturity date.
(20)Unless otherwise indicated, 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".
(21)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.
(22)Level 2 Investment.
(23)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 JuneSeptember 30, 2023, non-qualifying assets represented 13.3%14.1% of total assets as calculated in accordance with the regulatory requirements.
(24)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 JuneSeptember 30, 2023, the aggregate fair value of these securities is $1.2$1.32 billion, or 18.0%17.2% of the Company’s net assets. The acquisition dates of the restricted securities are as follows:

Portfolio CompanyInvestmentAcquisition Date
AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC**LLC InterestJuly 1, 2022
AAM Series 2.1 Aviation Feeder, LLC**LLC InterestJuly 1, 2022
Accelerate Topco Holdings, LLCCommon UnitsSeptember 1, 2022
Amergin Asset Management, LLC**Class A UnitsJuly 1, 2022
ASP Conair Holdings LPClass A UnitsMay 17, 2021
Associations Finance, Inc.Preferred StockJune 10, 2022
Associations Finance, Inc.Preferred StockApril 10, 2023
26

Blue Owl Credit Income Corp.
Consolidated Schedule of Investments (Continued)
As of September 30, 2023
(Amounts in thousands, except share amounts)
(Unaudited)
Portfolio CompanyInvestmentAcquisition Date
BCTO WIW Holdings, Inc. (dba When I Work)Class A Common StockNovember 2, 2021
BEHP Co-Investor II, L.P.LP InterestMay 6, 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 14, 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
Elliott Alto Co-Investor Aggregator L.P.LP InterestSeptember 28, 2022
Evology LLCClass B UnitsJanuary 21, 2022
Evolution Parent, LP (dba SIAA)LP InterestApril 30, 2021
Fifth Season Investments LLC**Class A UnitsOctober 17, 2022
Gloves Holdings, LP (dba Protective Industrial Products)LP InterestDecember 28, 2020
GrowthCurve Capital Sunrise Co-Invest LP (dba Brightway)LP InterestDecember 16, 2021
Hercules Buyer, LLC (dba The Vincit Group)Common UnitsDecember 15, 2020
Hissho Sushi Holdings, LLCClass A UnitsMay 17, 2022
Hockey Parent Holdings, L.P.Class A UnitsSeptember 14, 2023
Insight CP (Blocker) Holdings, L.P. (dba CivicPlus, LLC)LP InterestJune 8, 2022
Knockout Intermediate Holdings I Inc. (dba Kaseya)Perpetual Preferred StockJune 22, 2022
KOBHG Holdings, L.P. (dba OB Hospitalist)Class A InterestsSeptember 27, 2021
KPCI Holdings, L.P.Class A UnitsNovember 25, 2020
LSI Financing 1 DAC**Preferred equityDecember 14, 2022
Maia Aggregator, LPClass A-2 UnitsFebruary 1, 2022
26

Blue Owl Credit Income Corp.
Consolidated Schedule of Investments (Continued)
As of June 30, 2023
(Amounts in thousands, except share amounts)
(Unaudited)
Portfolio CompanyInvestmentAcquisition Date
MessageBird Holding B.V.Extended Series C WarrantsMay 5, 2021
Metis HoldCo, Inc. (dba Mavis Tire Express Services)Series A Convertible Preferred StockMay 3, 2021
Minerva Holdco, Inc.Series A Preferred StockFebruary 14, 2022
Orange Blossom Parent, Inc.Common EquityJuly 29, 2022
Blue Owl Credit Income Senior Loan Fund, LLC (f/k/a ORCIC Senior Loan Fund, LLC)*LLC InterestNovember 2, 2022
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)Preferred equityFebruary 13, 2023
PCF Holdco, LLC (dba PCF Insurance Services)Class A UnitsNovember 1, 2021
PCF Holdco, LLC (dba PCF Insurance Services)Class A Unit WarrantsFebruary 13, 2023
Picard Holdco, Inc.Series A Preferred StockSeptember 29, 2022
Project Alpine Co-Invest Fund, L.P.LP InterestJune 13, 2022
Project Hotel California Co-Invest Fund, L.P.LP InterestAugust 9, 2022
Rhea Acquisition Holdings, LPSeries A-2 UnitsFebruary 18, 2022
Sunshine Software Holdings, Inc. (dba Cornerstone OnDemand)Series A Preferred StockOctober 14, 2021
Thunder Topco L.P. (dba Vector Solutions)Common UnitsJune 30, 2021
Walker Edison Holdco LLCCommon EquityMarch 1, 2023
WMC Bidco, Inc. (dba West Monroe)Senior Preferred StockNovember 8, 2021
WP Irving Co-Invest, L.P.Partnership UnitsMay 18, 2022
Zoro TopCo, Inc.Class A Common UnitsNovember 22, 2022
Zoro TopCo, Inc.Series A Preferred StockNovember 22, 2022
*Refer to Note 4 "Investments - Blue Owl Credit Income Senior Loan Fund LLC", for further information.
** Refer to Note 3 "Agreements and Related Party Transactions - Controlled/Affiliated Portfolio Companies".

27

Blue Owl Credit Income Corp.
Consolidated Schedule of Investments (Continued)
As of September 30, 2023
(Amounts in thousands, except share amounts)
(Unaudited)
(25)As of JuneSeptember 30, 2023, the net estimated unrealized gain on investments for U.S. federal income tax purposes was $2.3$65.6 million based on a tax cost basis of $13.1$14.3 billion. As of JuneSeptember 30, 2023, the estimated aggregate gross unrealized loss for U.S. federal income tax purposes was $96.0$66.6 million. As of JuneSeptember 30, 2023, the estimated aggregate gross unrealized gain for U.S. federal income tax purposes was $98.3$132.2 million.
(26)Investment is non-income producing.
(27)Investment is not pledged as collateral under the Revolving Credit Facility and the SPV Asset Facilities.
(28)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.
(29)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".
(30)As defined in the 1940 Act, the Company is deemed to be an "affiliated person" of this portfolio company as the Company owns more than 5% but less than 25% of the portfolio company's voting securities or has the power to exercise control over management or policies of such portfolio company, including through a management agreement (non-controlled affiliate"). Transactions related to investments in non-controlled affiliates for the period ended JuneSeptember 30, 2023 were as follows:
CompanyFair value as of December 31, 2022Gross Additions(a)Gross Reductions(b)Net Change in Unrealized Gain/ (Loss)Realized Gain/(Loss)Fair value as of June 30, 2023Dividend IncomeOther Income
LSI Financing 1 DAC$6,175 $73,098 $(2,974)$49 $— $76,348 $333 $— 
Total$6,175 $73,098 $(2,974)$49 $— $76,348 $333 $— 
CompanyFair value as of December 31, 2022Gross Additions(a)Gross Reductions(b)Net Change in Unrealized Gain/ (Loss)Realized Gain/(Loss)Fair value as of September 30, 2023Dividend IncomeOther Income
LSI Financing 1 DAC$6,175 $73,099 $(4,902)$3,035 $— $77,407 $547 $— 
Total$6,175 $73,099 $(4,902)$3,035 $— $77,407 $547 $— 
________
(a) Gross additions may include increases in the cost basis of investments resulting from new investments, amounts related to payment-in-kind (“PIK”) interest capitalized and added to the principal balance of the respective loans, the accretion of
27

Blue Owl Credit Income Corp.
Consolidated Schedule of Investments (Continued)
As of June 30, 2023
(Amounts in thousands, except share amounts)
(Unaudited)
discounts, the exchange of one or more existing investments for one or more new investments and the movement at fair value of an existing portfolio company into this controlled affiliated category from a different category.
(b) Gross reductions may include decreases in the cost basis of investments resulting from principal collections related to investment repayments and sales, return of capital, the amortization of premiums and the exchange of one or more existing securities for one or more new securities.

(31)As defined in the 1940 Act, the Company is deemed to be both an “Affiliated Person” and has “Control” of this portfolio company as the Company owns more than 25% of the portfolio company’s outstanding voting securities or has the power to exercise control over management or policies of such portfolio company, including through a management agreement (“controlled affiliate”). The Company’s investment in controlled affiliates for the period ended JuneSeptember 30, 2023 were as follows:
CompanyCompanyFair value as of December 31, 2022
Gross Additions(a)
Gross Reductions(b)
Net Change in Unrealized Gain/ (Loss)Realized Gain/(Loss)Fair value as of June 30, 2023Dividend IncomeOther IncomeCompanyFair value as of December 31, 2022
Gross Additions(a)
Gross Reductions(b)
Net Change in Unrealized Gain/ (Loss)Realized Gain/(Loss)Fair value as of September 30, 2023Dividend IncomeOther Income
AAM Series 2.1 Aviation Feeder, LLC(c)
AAM Series 2.1 Aviation Feeder, LLC(c)
$1,568 $17,376 $— $— $— $18,944 $— $— 
AAM Series 2.1 Aviation Feeder, LLC(c)
$1,568 $29,138 $— $— $— $30,706 $— $— 
AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC(c)
AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC(c)
— 6,081 — 35 — 6,116 — — 
AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC(c)
— 60,312 — 34 — 60,346 — — 
Fifth Season Investments LLCFifth Season Investments LLC89,680 21,554 — — — 111,234 1,360 — Fifth Season Investments LLC89,680 33,820 — — — 123,500 2,860 — 
Blue Owl Credit Income Senior Loan Fund, LLC (f/k/a ORCIC Senior Loan Fund, LLC)Blue Owl Credit Income Senior Loan Fund, LLC (f/k/a ORCIC Senior Loan Fund, LLC)140,394 81,158 — 4,678 — 226,230 14,758 — Blue Owl Credit Income Senior Loan Fund, LLC (f/k/a ORCIC Senior Loan Fund, LLC)140,394 116,158 — 8,220 — 264,772 23,458 — 
TotalTotal$231,642 $126,169 $— $4,713 $— $362,524 $16,118 $— Total$231,642 $239,428 $— $8,254 $— $479,324 $26,318 $— 
________
(a) Gross additions may include increases in the cost basis of investments resulting from new investments, amounts related to payment-in-kind (“PIK”) interest capitalized and added to the principal balance of the respective loans, the accretion of discounts, the exchange of one or more existing investments for one or more new investments and the movement at fair value of an existing portfolio company into this controlled affiliated category from a different category.
28

Blue Owl Credit Income Corp.
Consolidated Schedule of Investments (Continued)
As of September 30, 2023
(Amounts in thousands, except share amounts)
(Unaudited)
(b) Gross reductions may include decreases in the cost basis of investments resulting from principal collections related to investment repayments and sales, return of capital, the amortization of premiums and the exchange of one or more existing securities for one or more new securities.
(c) In connection with its investment in AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC and AAM Series 2.1 Aviation Feeder, LLC (collectively, “Amergin Assetco”) the Company made a minority investment in Amergin Asset Management, LLC which has entered into a Servicing Agreement with Amergin Assetco.

(32)Investment was on non-accrual status as of JuneSeptember 30, 2023.
(33)Investment measured at net asset value ("NAV").

The accompanying notes are an integral part of these consolidated financial statements.
2829

Blue Owl Credit Income Corp.
Consolidated Schedule of Investments
As of December 31, 2022
(Amounts in thousands, except share amounts)
Company(1)(2)(3)(20)(29)InvestmentInterestMaturity
Date
Par /
Units
Amortized
Cost(4)(25)
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%08/2028$83,531 $82,119 $83,530 1.6 %
Global Music Rights, LLC(7)(17)(18)First lien senior secured revolving loanL +5.75%08/2027— (116)— — %
The NPD Group, L.P.(9)First lien senior secured loanSR +6.25% (2.75% PIK)12/2028224,081 219,669 219,600 4.2 %
The NPD Group, L.P.(9)(17)First lien senior secured revolving loanSR +5.75%12/20271,712 1,449 1,427 — %
309,324 303,121 304,557 5.8 %
Aerospace and Defense
Bleriot US Bidco Inc.(7)(22)First lien senior secured loanL +4.00%10/2026$5,096 $5,095 $5,031 0.1 %
ManTech International Corporation(10)First lien senior secured loanSR +5.75%09/202914,181 13,907 13,898 0.3 %
ManTech International Corporation(10)(17)(18)(19)First lien senior secured delayed draw term loanSR +5.75%09/2024— (32)(34)— %
ManTech International Corporation(10)(17)(18)First lien senior secured revolving loanSR +5.75%09/2028— (34)(36)— %
Peraton Corp.(6)(22)First lien senior secured loanL +3.75%02/202814,746 14,722 14,377 0.3 %
Peraton Corp.(6)(22)Second lien senior secured loanL +7.75%02/20294,854 4,795 4,599 0.1 %
38,877 38,453 37,835 0.8 %
Automotive
Holley Inc.(7)(22)First lien senior secured loanL +3.75%11/2028$2,348 $2,339 $2,027 — %
Mavis Tire Express Services Topco Corp.(9)(22)First lien senior secured loanSR +4.00%05/20289,850 9,811 9,378 0.2 %
OAC Holdings I Corp. (dba Omega Holdings)(10)First lien senior secured loanSR +5.00%03/20299,142 8,974 8,867 0.2 %
OAC Holdings I Corp. (dba Omega Holdings)(10)(17)First lien senior secured revolving loanSR +5.00%03/20281,433 1,388 1,356 — %
Power Stop, LLC(7)(21)First lien senior secured loanL +4.75%01/202929,775 29,509 26,798 0.5 %
Spotless Brands, LLC(10)First lien senior secured loanSR +6.50%07/202854,425 53,397 53,335 1.1 %
Spotless Brands, LLC(10)(17)(18)First lien senior secured revolving loanSR +6.50%07/2028— (27)(29)— %
106,973 105,391 101,732 2.0 %
Asset Based Lending and Fund Finance
Hg Genesis 9 Sumoco Limited(13)(23)Unsecured facilityE+7.00% PIK03/2027$124,092 $127,414 $124,092 2.4 %
Hg Saturn LuchaCo Limited(14)(23)Unsecured facilityS +7.50% PIK03/20261,898 2,144 1,874 — %
125,990 129,558 125,966 2.4 %
Buildings and real estate
Associations, Inc.(10)First lien senior secured loanSR +6.50% (2.50% PIK)07/2027$104,673 $103,666 $104,412 2.0 %
Associations, Inc.(10)(17)(18)First lien senior secured revolving loanSR +6.50%07/2027— (36)(12)— %
Associations, Inc.(10)(17)(19)First lien senior secured delayed draw term loanSR +6.50% (2.50% PIK)06/20244,565 4,024 4,413 0.1 %
CoreLogic Inc.(6)(22)First lien senior secured loanL +3.50%06/202842,056 41,236 34,962 0.7 %

2930

Blue Owl Credit Income Corp.
Consolidated Schedule of Investments (Continued)
As of December 31, 2022
(Amounts in thousands, except share amounts)

Company(1)(2)(3)(20)(29)InvestmentInterestMaturity
Date
Par /
Units
Amortized
Cost(4)(25)
Fair
Value
Percentage
of Net
Assets
Dodge Construction Network, LLC(11)First lien senior secured loanSR +4.75%02/202917,114 16,878 14,547 0.3 %
RealPage, Inc.(6)(21)(22)First lien senior secured loanL +3.00%04/202814,203 14,187 13,478 0.3 %
RealPage, Inc.(6)Second lien senior secured loanL +6.50%04/202927,500 27,146 26,330 0.5 %
Wrench Group LLC(7)First lien senior secured loanL +4.00%04/202610,545 10,410 10,176 0.2 %
220,656 217,511 208,306 4.1 %
Business services
Access CIG, LLC(6)Second lien senior secured loanL +7.75%02/2026$2,385 $2,379 $2,373 — %
BrightView Landscapes, LLC(9)(21)(22)First lien senior secured loanSR +3.25%04/20299,353 9,029 8,979 0.2 %
ConnectWise, LLC(6)(22)First lien senior secured loanL +3.50%09/202830,003 30,065 28,436 0.5 %
CoreTrust Purchasing Group LLC(10)First lien senior secured loanSR +6.75%10/202997,393 95,495 95,445 1.8 %
CoreTrust Purchasing Group LLC(10)(17)(18)(19)First lien senior secured delayed draw term loanSR +6.75%09/2024— (68)(71)— %
CoreTrust Purchasing Group LLC(10)(17)(18)First lien senior secured revolving loanSR +6.75%10/2029— (269)(284)— %
Denali BuyerCo, LLC (dba Summit Companies)(7)First lien senior secured loanL +5.75%09/2028131,499 129,752 130,184 2.5 %
Denali BuyerCo, LLC (dba Summit Companies)(7)First lien senior secured loanL +5.75%09/202835,205 34,470 34,853 0.7 %
Denali BuyerCo, LLC (dba Summit Companies)(7)(17)(19)First lien senior secured delayed draw term loanL +5.75%09/202327,343 26,953 27,070 0.5 %
Denali BuyerCo, LLC (dba Summit Companies)(7)(17)(18)First lien senior secured revolving loanL +5.75%09/2027— (101)(100)— %
Diamondback Acquisition, Inc. (dba Sphera)(6)First lien senior secured loanL +5.50%09/202847,348 46,544 46,874 0.9 %
Diamondback Acquisition, Inc. (dba Sphera)(6)(17)(18)(19)First lien senior secured delayed draw term loanL +5.50%09/2023— (78)— — %
Entertainment Benefits Group, LLC(9)First lien senior secured loanSR +4.75%05/202875,023 74,343 75,023 1.4 %
Entertainment Benefits Group, LLC(9)(17)First lien senior secured revolving loanSR +4.75%04/20277,733 7,633 7,733 0.1 %
Fullsteam Operations, LLC(7)(17)(19)First lien senior secured delayed draw term loanL +7.50% (3.00% PIK)05/202448,970 47,520 47,953 0.9 %
Hercules Borrower, LLC (dba The Vincit Group)(7)First lien senior secured loanL +6.50%12/2026808 799 806 — %
Hercules Borrower, LLC (dba The Vincit Group)(7)First lien senior secured loanL +5.50%12/20262,193 2,176 2,155 — %
Hercules Borrower, LLC (dba The Vincit Group)(7)(17)(19)First lien senior secured delayed draw term loanL +5.50%09/202310,346 10,258 10,091 0.2 %
Hercules Borrower, LLC (dba The Vincit Group)(8)(17)First lien senior secured revolving loanL +6.50%12/202610 10 — %
Hercules Buyer, LLC (dba The Vincit Group)(16)(28)Unsecured notes0.48% PIK12/202924 24 24 — %
Kaseya Inc.(10)First lien senior secured loanSR +5.75%06/202971,717 70,363 71,000 1.4 %
Kaseya Inc.(10)(17)(18)(19)First lien senior secured delayed draw term loanSR +5.75%06/2024— (40)— — %
Kaseya Inc.(10)(17)(18)First lien senior secured revolving loanSR +5.75%06/2029— (80)(43)— %

3031

Blue Owl Credit Income Corp.
Consolidated Schedule of Investments (Continued)
As of December 31, 2022
(Amounts in thousands, except share amounts)

Company(1)(2)(3)(20)(29)InvestmentInterestMaturity
Date
Par /
Units
Amortized
Cost(4)(25)
Fair
Value
Percentage
of Net
Assets
KPSKY Acquisition, Inc. (dba BluSky)(6)First lien senior secured loanL +5.50%10/202884,239 82,789 82,133 1.6 %
KPSKY Acquisition, Inc. (dba BluSky)(15)(17)(19)First lien senior secured delayed draw term loanP +4.50%06/20242,363 2,167 2,055 — %
Packers Holdings, LLC(6)(22)First lien senior secured loanL +3.25%03/202834,003 33,860 29,583 0.6 %
Ping Identity Holding Corp.(9)First lien senior secured loanSR +7.00%10/202921,818 21,498 21,491 0.4 %
Ping Identity Holding Corp.(9)(17)(18)First lien senior secured revolving loanSR +7.00%10/2028— (32)(33)— %
739,776 727,458 723,740 13.7 %
Chemicals
Aruba Investments Holdings LLC (dba Angus Chemical Company)(6)First lien senior secured loanL +3.75%11/2027$12,902 $12,696 $12,515 0.2 %
Aruba Investments Holdings, LLC (dba Angus Chemical Company)(6)Second lien senior secured loanL +7.75%11/202840,137 40,125 39,535 0.8 %
Douglas Products and Packaging Company LLC(9)First lien senior secured loanSR +7.00%06/202524,432 24,193 24,188 0.5 %
Douglas Products and Packaging Company LLC(17)(18)First lien senior secured revolving loanSR +7.00%06/2025— (31)(32)— %
Gaylord Chemical Company, L.L.C.(7)First lien senior secured loanL +6.50%03/2027103,309 102,462 103,309 2.0 %
Gaylord Chemical Company, L.L.C.(7)(17)(18)First lien senior secured revolving loanL +6.00%03/2026— (29)— — %
Velocity HoldCo III Inc. (dba VelocityEHS)(8)First lien senior secured loanL +5.75%04/20272,323 2,283 2,323 — %
Velocity HoldCo III Inc. (dba VelocityEHS)(6)(17)First lien senior secured revolving loanL +5.75%04/202628 26 28 — %
183,131 181,725 181,866 3.5 %
Consumer products
ConAir Holdings LLC(7)Second lien senior secured loanL +7.50%05/2029$32,500 $32,051 $29,575 0.6 %
Foundation Consumer Brands, LLC(7)First lien senior secured loanL +5.50%02/202749,710 49,722 49,585 0.9 %
Lignetics Investment Corp.(7)First lien senior secured loanL +6.00%11/202775,706 74,909 74,192 1.4 %
Lignetics Investment Corp.(7)(17)(18)(19)First lien senior secured delayed draw term loanL +6.00%11/2023— (96)(191)— %
Lignetics Investment Corp.(6)(17)First lien senior secured revolving loanL +6.00%10/20266,882 6,772 6,653 0.1 %
Olaplex, Inc.(9)(23)First lien senior secured loanSR +3.50%02/202940,473 40,335 38,045 0.7 %
SWK BUYER, Inc. (dba Stonewall Kitchen)(11)First lien senior secured loanSR +5.25%03/202959,674 58,613 57,884 1.1 %
SWK BUYER, Inc. (dba Stonewall Kitchen)(9)(17)First lien senior secured revolving loanSR +5.25%03/20291,953 1,854 1,785 — %
SWK BUYER, Inc. (dba Stonewall Kitchen)(11)(17)(18)(19)First lien senior secured delayed draw term loanSR +5.25%03/2024— (123)(279)— %
266,898 264,037 257,249 4.8 %
Containers and packaging
Ascend Buyer, LLC (dba PPC Flexible Packaging)(9)First lien senior secured loanSR +6.25%10/2028$49,704 $49,278 $49,331 0.9 %
Ascend Buyer, LLC (dba PPC Flexible Packaging)(9)(17)(18)First lien senior secured revolving loanSR +6.25%09/2027— (40)(38)— %
Ascend Buyer, LLC (dba PPC Flexible Packaging)(9)First lien senior secured loanSR +6.25%09/202830,694 30,096 30,464 0.6 %

3132

Blue Owl Credit Income Corp.
Consolidated Schedule of Investments (Continued)
As of December 31, 2022
(Amounts in thousands, except share amounts)

Company(1)(2)(3)(20)(29)InvestmentInterestMaturity
Date
Par /
Units
Amortized
Cost(4)(25)
Fair
Value
Percentage
of Net
Assets
Berlin Packaging L.L.C.(6)(21)(22)First lien senior secured loanL +3.75%03/202815,009 14,628 14,412 0.3 %
BW Holding, Inc.(10)First lien senior secured loanSR +4.00%12/202814,076 13,907 12,950 0.2 %
Charter NEX US, Inc.(6)(21)(22)First lien senior secured loanL +3.75%12/202734,957 34,477 33,898 0.6 %
Five Star Lower Holding LLC(11)First lien senior secured loanSR +4.25%05/202921,820 21,539 21,275 0.4 %
Fortis Solutions Group, LLC(7)First lien senior secured loanL +5.50%10/202867,451 66,277 65,596 1.2 %
Fortis Solutions Group, LLC(7)(17)(18)(19)First lien senior secured delayed draw term loanL +5.50%10/2023— (4)(3)— %
Fortis Solutions Group, LLC(8)(17)First lien senior secured revolving loanL +5.50%10/2027900 792 714 — %
Indigo Buyer, Inc. (dba Inovar Packaging Group)(10)First lien senior secured loanSR +5.75%05/202882,137 81,386 82,137 1.6 %
Indigo Buyer, Inc. (dba Inovar Packaging Group)(10)(17)(19)First lien senior secured delayed draw term loanSR +5.75%05/2024— — — — %
Indigo Buyer, Inc. (dba Inovar Packaging Group)(10)(17)First lien senior secured revolving loanSR +5.75%05/20282,117 2,003 2,117 — %
Pregis Topco LLC(10)(21)(22)First lien senior secured loanSR +3.75%07/20264,987 4,928 4,838 0.1 %
Pregis Topco LLC(6)Second lien senior secured loanL +6.75%08/202930,000 29,999 29,625 0.6 %
Pregis Topco LLC(6)Second lien senior secured loanL +7.75%08/20292,500 2,500 2,488 — %
Ring Container Technologies Group, LLC(6)(22)First lien senior secured loanL +3.50%08/202816,250 16,202 16,007 0.3 %
Tricorbraun Holdings, Inc.(6)(21)(22)First lien senior secured loanL +3.25%03/202815,886 15,511 15,123 0.3 %
388,488 383,479 380,934 7.1 %
Distribution
ABB/Con-cise Optical Group LLC(8)First lien senior secured loanL +7.50%02/2028$35,206 $34,736 $35,117 0.7 %
ABB/Con-cise Optical Group LLC(8)(17)First lien senior secured revolving loanL +7.50%02/20283,510 3,463 3,501 0.1 %
BCPE Empire Holdings, Inc. (dba Imperial-Dade)(9)(22)First lien senior secured loanSR +4.63%06/202631,823 30,838 30,869 0.6 %
Dealer Tire, LLC(9)First lien senior secured loanSR +4.50%12/20255,048 5,055 4,973 0.1 %
Dealer Tire, LLC(16)(21)Unsecured notes8.00%02/202856,120 54,928 47,842 0.9 %
Formerra, LLC(10)First lien senior secured loanSR +7.25%11/20285,250 5,083 5,079 0.1 %
Formerra, LLC(10)(17)(18)(19)First lien senior secured delayed draw term loanSR +7.25%11/2023— (3)(3)— %
Formerra, LLC(10)(17)(18)First lien senior secured revolving loanSR +7.25%11/2028— (17)(17)— %
Individual Foodservice Holdings, LLC(10)First lien senior secured loanSR +6.25%11/20251,292 1,279 1,288 — %
Individual Foodservice Holdings, LLC(7)First lien senior secured loanL +6.25%11/202562,804 62,341 62,648 1.2 %
Individual Foodservice Holdings, LLC(10)First lien senior secured loanSR +6.75%11/20251,952 1,933 1,952 — %
Individual Foodservice Holdings, LLC(7)(17)(19)First lien senior secured delayed draw term loanL +6.25%11/202318,151 17,847 18,059 0.3 %
Individual Foodservice Holdings, LLC(10)(17)(18)(19)First lien senior secured delayed draw term loanSR +6.75%12/2023— (80)— — %

3233

Blue Owl Credit Income Corp.
Consolidated Schedule of Investments (Continued)
As of December 31, 2022
(Amounts in thousands, except share amounts)

Company(1)(2)(3)(20)(29)InvestmentInterestMaturity
Date
Par /
Units
Amortized
Cost(4)(25)
Fair
Value
Percentage
of Net
Assets
Individual Foodservice Holdings, LLC(10)(17)(18)First lien senior secured revolving loanSR +6.25%11/2024— (1)— — %
SRS Distribution, Inc.(6)(22)First lien senior secured loanL +3.50%06/202824,139 23,899 23,052 0.4 %
White Cap Supply Holdings, LLC(9)(21)(22)First lien senior secured loanSR +3.75%10/202711,614 11,169 11,212 0.2 %
256,909 252,470 245,572 4.6 %
Education
CIG Emerald Holding LLC(10)(23)First lien senior secured loanSR +6.50%06/2027$78,000 $77,124 $77,609 1.5 %
Community Brands ParentCo, LLC(9)First lien senior secured loanSR +5.75%02/202831,636 31,083 31,161 0.6 %
Community Brands ParentCo, LLC(9)(17)(18)(19)First lien senior secured delayed draw term loanSR +5.75%02/2024— (32)(19)— %
Community Brands ParentCo, LLC(9)(17)(18)First lien senior secured revolving loanSR +5.75%02/2028— (32)(28)— %
Severin Acquisition, LLC (dba Powerschool)(10)(22)First lien senior secured loanSR +3.00%08/202514,858 14,844 14,747 0.3 %
Sophia, L.P.(9)First lien senior secured loanSR +4.25%10/202715,113 14,978 15,075 0.3 %
Pluralsight, LLC(7)First lien senior secured loanL +8.00%04/20276,255 6,192 6,161 0.1 %
Pluralsight, LLC(6)(17)First lien senior secured revolving loanL +8.00%04/2027196 192 190 — %
146,058 144,349 144,896 2.8 %
Energy equipment and services
Pike Corp.(6)(21)(22)First lien senior secured loanL +3.00%01/2028$5,991 $5,976 $5,900 0.1 %
5,991 5,976 5,900 0.1 %
Financial services
Acuris Finance US, Inc. (ION Analytics) (10)(21)(22)First lien senior secured loanSR +4.00%02/2028$10,500 $10,429 $10,304 0.2 %
AxiomSL Group, Inc.(6)First lien senior secured loanL +5.75%12/202734,831 34,540 34,309 0.7 %
AxiomSL Group, Inc.(6)(17)(18)(19)First lien senior secured delayed draw term loanL +6.00%07/2023— (8)(11)— %
AxiomSL Group, Inc.(6)(17)(18)First lien senior secured revolving loanL +6.50%12/2025— (18)(39)— %
Computer Services, Inc. (dba CSI)(10)First lien senior secured loanSR +6.75%11/202930,500 29,898 29,890 0.6 %
Muine Gall, LLC(8)(23)(27)First lien senior secured loanL +7.00% PIK09/202494,583 95,126 92,218 1.8 %
NMI Acquisitionco, Inc. (dba Network Merchants)(6)First lien senior secured loanL +5.75%09/20255,671 5,631 5,600 0.1 %
NMI Acquisitionco, Inc. (dba Network Merchants)(6)First lien senior secured loanL +5.75%09/20252,143 2,128 2,117 — %
NMI Acquisitionco, Inc. (dba Network Merchants)(6)First lien senior secured loanL +5.75%09/2025150 149 149 — %
NMI Acquisitionco, Inc. (dba Network Merchants)(6)First lien senior secured loanL +5.75%09/2025508 504 502 — %
NMI Acquisitionco, Inc. (dba Network Merchants)(6)(17)(19)First lien senior secured delayed draw term loanL +5.75%10/20231,999 1,975 1,969 — %
NMI Acquisitionco, Inc. (dba Network Merchants)(6)(17)(18)First lien senior secured revolving loanL +5.75%09/2025— (6)(7)— %
Smarsh Inc.(11)First lien senior secured loanSR +6.50%02/202983,048 82,296 82,217 1.6 %

3334

Blue Owl Credit Income Corp.
Consolidated Schedule of Investments (Continued)
As of December 31, 2022
(Amounts in thousands, except share amounts)

Company(1)(2)(3)(20)(29)InvestmentInterestMaturity
Date
Par /
Units
Amortized
Cost(4)(25)
Fair
Value
Percentage
of Net
Assets
Smarsh Inc.(11)(17)(19)First lien senior secured delayed draw term loanSR +6.50%02/202410,381 10,188 10,277 0.2 %
Smarsh Inc.(11)(17)(18)First lien senior secured revolving loanSR +6.50%02/2029— (45)(52)— %
274,314 272,787 269,443 5.2 %
Food and beverage
Balrog Acquisition, Inc. (dba Bakemark)(7)First lien senior secured loanL +4.00%09/2028$13,860 $13,739 $13,548 0.3 %
Balrog Acquisition, Inc. (dba BakeMark)(7)Second lien senior secured loanL +7.00%09/20296,000 5,956 5,940 0.1 %
CFS Brands, LLC(8)First lien senior secured loanL +3.00%03/202544,294 43,100 41,858 0.8 %
Dessert Holdings(7)First lien senior secured loanL +4.00%06/202819,800 19,712 18,315 0.3 %
Hissho Sushi Merger Sub LLC(10)First lien senior secured loanSR +5.75%05/2028113,118 112,079 112,835 2.1 %
Hissho Sushi Merger Sub LLC(10)(17)First lien senior secured revolving loanSR +5.75%05/20281,749 1,671 1,727 — %
Innovation Ventures HoldCo, LLC (dba 5 Hour Energy)(9)First lien senior secured loanSR +6.25%03/2027275,000 270,490 269,500 5.1 %
KBP Brands, LLC(10)First lien senior secured loanSR +6.50% (0.50% PIK)05/202714,690 14,530 14,360 0.3 %
KBP Brands, LLC(10)(17)(19)First lien senior secured delayed draw term loanSR +6.00% (0.50% PIK)12/202333,381 33,019 32,614 0.6 %
Naked Juice LLC (dba Tropicana)(10)(22)First lien senior secured loanSR +3.25%01/202914,302 14,277 12,756 0.2 %
Ole Smoky Distillery, LLC(9)First lien senior secured loanSR +5.25%03/202824,909 24,463 24,411 0.5 %
Ole Smoky Distillery, LLC(9)(17)(18)First lien senior secured revolving loanSR +5.25%03/2028— (58)(66)— %
Pegasus BidCo B.V.(10)(21)(23)First lien senior secured loanSR +4.25%07/20295,500 5,448 5,321 0.1 %
Shearer's Foods, LLC(6)(22)First lien senior secured loanL +3.50%09/202739,567 39,566 37,632 0.7 %
Sovos Brands Intermediate, Inc.(7)(22)First lien senior secured loanL +3.50%06/202810,145 10,137 9,858 0.2 %
Ultimate Baked Goods Midco, LLC(6)First lien senior secured loanL +6.50%08/202716,335 16,004 15,845 0.3 %
Ultimate Baked Goods Midco, LLC(6)(17)First lien senior secured revolving loanL +6.50%08/2027525 487 465 — %
633,175 624,620 616,919 11.6 %
Healthcare equipment and services
Canadian Hospital Specialties Ltd.(12)(23)First lien senior secured loanC +4.50%04/2028$3,258 $3,480 $3,184 0.1 %
Canadian Hospital Specialties Ltd.(17)(18)(19)(23)First lien senior secured delayed draw term loanC +4.50%04/2023— (6)(10)— %
Canadian Hospital Specialties Ltd.(12)(23)First lien senior secured delayed draw term loanC +4.50%04/2028112 121 110 — %
Canadian Hospital Specialties Ltd.(12)(23)First lien senior secured delayed draw term loanC +4.50%04/2028125 134 122 — %
Canadian Hospital Specialties Ltd.(12)(17)(23)First lien senior secured revolving loanC +4.50%04/2027190 167 180 — %
Confluent Medical Technologies, Inc.(10)First lien senior secured loanSR +3.75%02/202924,975 24,863 23,664 0.5 %
Confluent Medical Technologies, Inc.(10)Second lien senior secured loanSR +6.50%02/203046,000 45,154 43,585 0.8 %

3435

Blue Owl Credit Income Corp.
Consolidated Schedule of Investments (Continued)
As of December 31, 2022
(Amounts in thousands, except share amounts)

Company(1)(2)(3)(20)(29)InvestmentInterestMaturity
Date
Par /
Units
Amortized
Cost(4)(25)
Fair
Value
Percentage
of Net
Assets
Dermatology Intermediate Holdings III, Inc(9)(21)First lien senior secured loanSR +4.25%04/202913,103 12,864 12,841 0.2 %
Dermatology Intermediate Holdings III, Inc(9)(17)(19)First lien senior secured delayed draw term loanSR +4.25%04/20242,219 2,155 2,175 — %
CSC MKG Topco LLC. (dba Medical Knowledge Group)(6)First lien senior secured loanL +5.75%02/202997,711 95,958 95,513 1.8 %
CSC MKG Topco LLC. (dba Medical Knowledge Group)(10)First lien senior secured loanSR +5.75%02/20293,085 2,989 3,015 0.1 %
Medline Borrower, LP(6)(22)First lien senior secured loanL +3.25%10/202824,813 24,709 23,547 0.4 %
Medline Borrower, LP(6)(17)(18)First lien senior secured revolving loanL +3.25%10/2026— (34)(136)— %
Natus Medical Inc.(10)(21)First lien senior secured loanSR +5.50%07/2029500 467 468 — %
Packaging Coordinators Midco, Inc.(7)Second lien senior secured loanL +7.00%12/202953,918 52,397 50,953 1.0 %
Patriot Acquisition TopCo S.A.R.L (dba Corza Health, Inc.)(10)(23)First lien senior secured loanSR +6.75%01/202850,902 50,237 50,266 0.9 %
Patriot Acquisition TopCo S.A.R.L (dba Corza Health, Inc.)(10)(17)(23)First lien senior secured revolving loanSR +6.75%01/202619 18 18 — %
Rhea Parent, Inc.(10)First lien senior secured loanSR +5.75%02/202977,379 75,982 75,638 1.4 %
398,309 391,655 385,133 7.2 %
Healthcare providers and services
Covetrus, Inc.(10)(22)First lien senior secured loanSR +5.00%10/2029$7,490 $7,052 $6,999 0.1 %
Covetrus Inc.(10)Second lien senior secured loanSR +9.25%10/2030160,000 156,786 156,736 3.0 %
Ex Vivo Parent Inc. (dba OB Hospitalist)(7)First lien senior secured loanL +9.50%09/202830,503 29,972 29,816 0.6 %
Engage Debtco Limited(10)(23)First lien senior secured loanSR +5.75%07/202960,833 59,389 59,464 1.1 %
Engage Debtco Limited(9)(23)First lien senior secured loanSR +7.25%07/202930,367 29,456 30,139 0.6 %
Engage Debtco Limited(10)(23)First lien senior secured delayed draw term loanSR +5.75%07/202919,750 19,285 19,306 0.4 %
MJH Healthcare Holdings, LLC(9)(21)First lien senior secured loanSR +3.50%01/202919,850 19,779 19,056 0.4 %
Natural Partners, LLC(8)(23)First lien senior secured loanL +6.00%11/202768,679 67,476 67,306 1.3 %
Natural Partners, LLC(8)(17)(18)(23)First lien senior secured revolving loanL +6.00%11/2027— (87)(101)— %
OB Hospitalist Group, Inc.(7)First lien senior secured loanL +5.50%09/202761,193 60,186 60,429 1.2 %
OB Hospitalist Group, Inc.(7)(17)First lien senior secured revolving loanL +5.50%09/20272,771 2,645 2,671 0.1 %
Pacific BidCo Inc.(10)(23)First lien senior secured loanSR +5.75%08/2029161,148 157,289 157,522 3.0 %
Pacific BidCo Inc.(10)(17)(18)(19)(23)First lien senior secured delayed draw term loanSR +5.25%08/2025— (211)(179)— %
Parexel International, Inc. (dba Parexel)(6)(22)First lien senior secured loanL +3.25%11/202819,850 19,764 19,084 0.4 %
Parexel International, Inc. (dba Parexel)(6)Second lien senior secured loanL +6.50%11/2029140,000 138,699 137,200 2.6 %
Physician Partners, LLC(9)(22)First lien senior secured loanSR +4.00%12/202812,878 12,763 12,240 0.2 %
Plasma Buyer LLC (dba Pathgroup)(9)First lien senior secured loanSR +5.75%05/2029109,857 107,814 107,934 2.1 %

3536

Blue Owl Credit Income Corp.
Consolidated Schedule of Investments (Continued)
As of December 31, 2022
(Amounts in thousands, except share amounts)

Company(1)(2)(3)(20)(29)InvestmentInterestMaturity
Date
Par /
Units
Amortized
Cost(4)(25)
Fair
Value
Percentage
of Net
Assets
Plasma Buyer LLC (dba Pathgroup)(9)(17)(18)(19)First lien senior secured delayed draw term loanSR +5.75%05/2024— (259)(214)— %
Plasma Buyer LLC (dba Pathgroup)(9)(17)(18)First lien senior secured revolving loanSR +5.75%05/2028— (219)(214)— %
Pediatric Associates Holding Company, LLC(6)(21)First lien senior secured loanL +3.25%12/202819,850 19,774 18,808 0.4 %
Pediatric Associates Holding Company, LLC(6)(17)(19)First lien senior secured delayed draw term loanL +3.25%02/20241,763 1,758 1,586 — %
PPV Intermediate Holdings, LLC(10)First lien senior secured loanSR +5.75%08/2029144,149 141,541 141,266 2.7 %
PPV Intermediate Holdings, LLC(10)(17)First lien senior secured revolving loanSR +5.75%08/20293,201 2,975 2,964 0.1 %
PPV Intermediate Holdings, LLC(10)(17)(18)(19)First lien senior secured delayed draw term loanSR +5.75%09/2024— (235)(192)— %
TC Holdings, LLC (dba TrialCard)(10)First lien senior secured loanSR +5.00%04/202764,408 63,844 64,247 1.2 %
TC Holdings, LLC (dba TrialCard)(10)(17)(18)First lien senior secured revolving loanSR +5.00%04/2027— (67)(19)— %
Tivity Health, Inc(10)First lien senior secured loanSR +6.00%06/2029151,620 148,052 149,346 2.8 %
Unified Women's Healthcare, LP(9)First lien senior secured loanSR +5.25%06/202980,664 80,094 80,664 1.5 %
Unified Women's Healthcare, LP(9)(17)(18)(19)First lien senior secured delayed draw term loanSR +5.25%06/2024— (21)— — %
Unified Women's Healthcare, LP(9)(17)(18)First lien senior secured revolving loanSR +5.50%06/2029— (56)— — %
Quva Pharma, Inc. (7)First lien senior secured loanL +5.50%04/20284,489 4,381 4,399 0.1 %
Quva Pharma, Inc. (7)(17)First lien senior secured revolving loanL +5.50%04/2026218 209 209 — %
WP CityMD Bidco LLC(6)(21)(22)First lien senior secured loanL +3.25%12/202819,294 19,245 19,247 0.4 %
Diagnostic Services Holdings, Inc. (dba Rayus Radiology)(6)First lien senior secured loanL +5.50%03/2025120,215 120,215 119,012 2.3 %
Vermont Aus Pty Ltd.(10)(23)First lien senior secured loanSR +5.50%03/202854,091 52,885 52,739 1.0 %
1,569,131 1,542,173 1,539,470 29.6 %
Healthcare technology
Athenahealth Group Inc.(9)(22)First lien senior secured loanSR +3.50%02/2029$29,634 $29,215 $26,683 0.5 %
Athenahealth Group Inc.(9)(17)(18)(19)(22)First lien senior secured delayed draw term loanSR +3.50%08/2023— (34)(344)— %
BCPE Osprey Buyer, Inc. (dba PartsSource)(7)First lien senior secured loanL +5.75%08/202853,767 53,044 52,557 1.0 %
BCPE Osprey Buyer, Inc. (dba PartsSource)(7)(17)(18)(19)First lien senior secured delayed draw term loanL +5.75%08/2023— (189)(349)— %
BCPE Osprey Buyer, Inc. (dba PartsSource)(7)(17)(18)First lien senior secured revolving loanL +5.75%08/2026— (54)(105)— %
Color Intermediate, LLC(10)First lien senior secured loanSR +5.50%10/20299,234 9,054 9,050 0.2 %
IMO Investor Holdings, Inc.(11)First lien senior secured loanSR +6.00%05/202920,794 20,407 20,534 0.4 %
IMO Investor Holdings, Inc.(11)(17)(18)(19)First lien senior secured delayed draw term loanSR +6.00%05/2024— (45)(12)— %

3637

Blue Owl Credit Income Corp.
Consolidated Schedule of Investments (Continued)
As of December 31, 2022
(Amounts in thousands, except share amounts)

Company(1)(2)(3)(20)(29)InvestmentInterestMaturity
Date
Par /
Units
Amortized
Cost(4)(25)
Fair
Value
Percentage
of Net
Assets
IMO Investor Holdings, Inc.(11)(17)First lien senior secured revolving loanSR +6.00%05/2028472 427 440 — %
Interoperability Bidco, Inc. (dba Lyniate)(10)First lien senior secured loanSR +7.00%12/202675,948 75,530 75,378 1.4 %
Interoperability Bidco, Inc. (dba Lyniate)(7)(17)First lien senior secured revolving loanL +7.00%12/20241,739 1,724 1,713 — %
GI Ranger Intermediate, LLC (dba Rectangle Health)(10)First lien senior secured loanSR +6.00%10/202820,817 20,457 20,296 0.4 %
GI Ranger Intermediate, LLC (dba Rectangle Health)(10)(17)(19)First lien senior secured delayed draw term loanSR +6.00%03/20242,394 2,283 2,220 — %
GI Ranger Intermediate, LLC (dba Rectangle Health)(10)(17)First lien senior secured revolving loanSR +6.00%10/2027167 140 125 — %
Imprivata, Inc.(9)(22)First lien senior secured loanSR +4.25%12/202710,556 10,264 10,160 0.2 %
Imprivata, Inc.(9)Second lien senior secured loanSR +6.25%12/202850,294 49,791 49,036 0.9 %
Ocala Bidco, Inc.(7)First lien senior secured loanL +6.25% (2.75% PIK)11/202881,511 79,789 79,473 1.5 %
Ocala Bidco, Inc.(7)(17)(18)(19)First lien senior secured delayed draw term loanL +3.50%05/2024— (89)(106)— %
Ocala Bidco, Inc.(7)Second lien senior secured loanL +10.50% PIK11/203342,611 41,889 41,972 0.8 %
Intelerad Medical Systems Inc.(10)(23)First lien senior secured loanSR +6.50%08/202630,081 29,779 29,930 0.6 %
Intelerad Medical Systems Inc.(9)(23)First lien senior secured revolving loanSR +6.50%08/20261,145 1,145 1,139 — %
PointClickCare Technologies Inc.(10)(23)First lien senior secured loanSR +4.00%12/202719,850 19,587 19,503 0.4 %
Project Ruby Ultimate Parent Corp. (dba Wellsky)(6)(22)First lien senior secured loanL +3.25%03/202814,396 13,922 13,581 0.3 %
465,410 458,036 452,874 8.6 %
Household products
Aptive Environmental, LLC(16)First lien senior secured loan12.00% (6.00% PIK)01/2026$8,559 $7,179 $7,703 0.1 %
Mario Purchaser, LLC (dba Len the Plumber)(9)First lien senior secured loanSR +5.75%04/202975,902 74,499 75,143 1.4 %
Mario Purchaser, LLC (dba Len the Plumber)(9)(17)(19)First lien senior secured delayed draw term loanSR +5.75%04/202411,760 11,285 11,642 0.2 %
Mario Purchaser, LLC (dba Len the Plumber)(9)(17)(18)First lien senior secured revolving loanSR +5.75%04/2028— (142)(80)— %
Mario Midco Holdings, Inc. (dba Len the Plumber)(9)Unsecured facilitySR +10.75% PIK04/203223,752 23,124 23,396 0.4 %
Simplisafe Holding Corporation(9)First lien senior secured loanSR +6.25%05/2028127,753 125,429 126,156 2.4 %
Simplisafe Holding Corporation(9)(17)(18)(19)First lien senior secured delayed draw term loanSR +6.25%05/2024— (143)(40)— %
Southern Air & Heat Holdings, LLC(7)First lien senior secured loanL +4.50%10/20271,079 1,066 1,060 — %
Southern Air & Heat Holdings, LLC(8)(17)(19)First lien senior secured delayed draw term loanL +4.50%10/2023810 797 791 — %
Southern Air & Heat Holdings, LLC(7)(17)First lien senior secured revolving loanL +4.50%10/202779 76 74 — %
Walker Edison Furniture Company LLC(7)(32)First lien senior secured loanL +8.75% (3.00% PIK)03/202710,199 9,867 5,214 0.1 %
259,893 253,037 251,059 4.6 %

3738

Blue Owl Credit Income Corp.
Consolidated Schedule of Investments (Continued)
As of December 31, 2022
(Amounts in thousands, except share amounts)

Company(1)(2)(3)(20)(29)InvestmentInterestMaturity
Date
Par /
Units
Amortized
Cost(4)(25)
Fair
Value
Percentage
of Net
Assets
Human resource support services
Cornerstone OnDemand, Inc.(6)(21)First lien senior secured loanL +3.75%10/2028$19,850 $19,765 $18,858 0.4 %
Cornerstone OnDemand, Inc.(6)Second lien senior secured loanL +6.50%10/202944,583 43,991 42,800 0.8 %
IG Investments Holdings, LLC (dba Insight Global)(6)First lien senior secured loanL +6.00%09/202848,031 47,231 47,431 0.9 %
IG Investments Holdings, LLC (dba Insight Global)(6)(17)First lien senior secured revolving loanL +6.00%09/20271,445 1,388 1,400 — %
113,909 112,375 110,489 2.1 %
Infrastructure and environmental services
Aegion Corp.(6)(21)First lien senior secured loanL +4.75%05/2028$4,937 $4,918 $4,617 0.1 %
The Goldfield Corp.(9)First lien senior secured loanSR +6.25%12/2026995 977 983 — %
Osmose Utilities Services, Inc.(6)(21)(22)First lien senior secured loanL +3.25%06/202814,799 14,766 14,022 0.3 %
USIC Holdings, Inc.(6)(21)(22)First lien senior secured loanL +3.50%05/20284,938 4,918 4,704 0.1 %
USIC Holdings, Inc.(6)(21)Second lien senior secured loanL +6.50%05/202939,691 39,481 36,913 0.7 %
Tamarack Intermediate, L.L.C. (dba Verisk 3E)(11)First lien senior secured loanSR +5.75%03/202832,447 31,869 31,798 0.6 %
Tamarack Intermediate, L.L.C. (dba Verisk 3E)(9)(17)First lien senior secured revolving loanSR +5.75%03/2028949 856 842 — %
98,756 97,785 93,879 1.8 %
Insurance
Acrisure, LLC(10)(22)First lien senior secured loanSR +5.75%02/2027$12,500 $11,892 $12,375 0.2 %
Acrisure, LLC(6)(22)First lien senior secured loanL +3.50%02/20278,728 8,226 8,182 0.2 %
Acrisure, LLC(6)(22)First lien senior secured loanL +4.25%02/20271,995 1,936 1,930 — %
Acrisure, LLC(10)(22)First lien senior secured loanSR +3.75%02/20271,995 1,906 1,890 — %
Alera Group, Inc.(9)First lien senior secured loanSR +6.00%10/2028149,990 147,175 148,864 2.8 %
AmeriLife Holdings LLC(10)First lien senior secured loanSR +5.75%08/2029130,182 127,670 127,904 2.4 %
AmeriLife Holdings LLC(10)(17)(18)First lien senior secured revolving loanSR +5.75%08/2028— (307)(285)— %
AmeriLife Holdings LLC(11)(17)(19)First lien senior secured delayed draw term loanSR +5.75%09/202421,697 21,177 21,236 0.4 %
AssuredPartners, Inc.(6)(22)First lien senior secured loanL +3.50%02/20277,880 7,880 7,624 0.1 %
AssuredPartners, Inc.(9)(22)First lien senior secured loanSR +3.50%02/202724,813 24,760 24,068 0.5 %
AssuredPartners, Inc.(9)(22)First lien senior secured loanSR +4.25%02/20274,988 4,818 4,875 0.1 %
Asurion, LLC(6)(22)First lien senior secured loanL +3.00%11/202421,295 20,601 20,657 0.4 %
Asurion, LLC(6)(22)Second lien senior secured loanL +5.25%01/2029154,017 150,387 119,040 2.3 %
Brightway Holdings, LLC(6)First lien senior secured loanL +6.50%12/202717,761 17,570 17,405 0.3 %
Brightway Holdings, LLC(6)(17)(18)First lien senior secured revolving loanL +6.50%12/2027— (22)(42)— %
Evolution BuyerCo, Inc. (dba SIAA)(10)First lien senior secured loanSR +6.25%04/202826,336 26,094 25,941 0.4 %

3839

Blue Owl Credit Income Corp.
Consolidated Schedule of Investments (Continued)
As of December 31, 2022
(Amounts in thousands, except share amounts)

Company(1)(2)(3)(20)(29)InvestmentInterestMaturity
Date
Par /
Units
Amortized
Cost(4)(25)
Fair
Value
Percentage
of Net
Assets
Evolution BuyerCo, Inc. (dba SIAA)(10)(17)(19)First lien senior secured delayed draw term loanSR +6.75%12/20231,400 1,400 1,386 — %
Evolution BuyerCo, Inc. (dba SIAA)(10)(17)(18)First lien senior secured revolving loanSR +6.25%04/2027— (7)(10)— %
Hyperion Refinance S.a.r.l (dba Howden Group)(9)(23)First lien senior secured loanSR +5.25%11/202738,177 37,436 37,414 0.7 %
Hyperion Refinance S.a.r.l (dba Howden Group)(9)(17)(19)(23)First lien senior secured delayed draw term loanSR +5.25%04/2023— — — — %
KUSRP Intermediate, Inc. (dba U.S. Retirement and Benefits Partners)(8)First lien senior secured loanL +9.50% PIK07/202813,670 13,460 13,499 0.3 %
KWOR Acquisition, Inc. (dba Alacrity Solutions)(6)(17)(18)(19)First lien senior secured delayed draw term loanL +5.25%06/2024— (80)— — %
Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services)(8)First lien senior secured loanL +6.00%11/2028133,649 132,347 133,316 2.5 %
Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services)(11)(17)(19)First lien senior secured delayed draw term loanSR +6.00%12/202360,469 59,959 60,317 1.1 %
Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services)(8)(17)(18)First lien senior secured revolving loanL +6.00%11/2027— (21)(6)— %
PCF Midco II, LLC (dba PCF Insurance Services)(16)First lien senior secured loan9.00% PIK10/203149,242 45,330 44,318 0.8 %
Tempo Buyer Corp. (dba Global Claims Services)(7)First lien senior secured loanL +5.50%08/202836,159 35,548 35,255 0.7 %
Tempo Buyer Corp. (dba Global Claims Services)(7)(17)(18)(19)First lien senior secured delayed draw term loanL +5.50%08/2023— (83)(155)— %
Tempo Buyer Corp. (dba Global Claims Services)(15)(17)First lien senior secured revolving loanP +4.50%08/2027413 333 284 — %
USRP Holdings, Inc. (dba U.S. Retirement and Benefits Partners)(7)First lien senior secured loanL +5.50%07/202714,904 14,666 14,606 0.3 %
USRP Holdings, Inc. (dba U.S. Retirement and Benefits Partners)(15)(17)(18)First lien senior secured revolving loanP +5.50%07/2027— (17)(22)— %
KWOR Acquisition, Inc. (dba Alacrity Solutions)(6)First lien senior secured loanL +5.25%12/202832,703 32,285 32,436 0.6 %
KWOR Acquisition, Inc. (dba Alacrity Solutions)(6)(17)(18)First lien senior secured revolving loanL +5.25%12/2027— (42)(34)— %
964,963 944,277 914,268 17.1 %
Internet software and services
Anaplan, Inc.(9)First lien senior secured loanSR +6.50%06/2029$229,639 $227,472 $229,065 4.4 %
Anaplan, Inc.(9)(17)(18)First lien senior secured revolving loanSR +6.50%06/2028— (151)(41)— %
Appfire Technologies, LLC(10)First lien senior secured loanSR +5.50%03/20271,996 1,983 1,981 — %
Appfire Technologies, LLC(10)(17)(18)(19)First lien senior secured delayed draw term loanSR +5.50%06/2024— (122)— — %
Appfire Technologies, LLC(10)(17)First lien senior secured revolving loanSR +5.50%03/202793 72 81 — %
Avalara, Inc.(10)First lien senior secured loanSR +7.25%10/202870,455 69,424 69,398 1.3 %
Avalara, Inc.(10)(17)(18)First lien senior secured revolving loanSR +7.25%10/2028— (102)(106)— %
Armstrong Bidco Limited (dba The Access Group)(14)(23)First lien senior secured loanSA +5.25%06/202931,962 31,917 31,562 0.6 %

3940

Blue Owl Credit Income Corp.
Consolidated Schedule of Investments (Continued)
As of December 31, 2022
(Amounts in thousands, except share amounts)

Company(1)(2)(3)(20)(29)InvestmentInterestMaturity
Date
Par /
Units
Amortized
Cost(4)(25)
Fair
Value
Percentage
of Net
Assets
Armstrong Bidco Limited (dba The Access Group)(14)(17)(19)(23)First lien senior secured delayed draw term loanSA +5.25%06/202512,942 12,914 12,780 0.2 %
Barracuda Parent, LLC(10)(22)First lien senior secured loanSR +4.50%08/202924,400 23,699 23,485 0.4 %
Barracuda Parent, LLC(10)Second lien senior secured loanSR +7.00%08/203093,250 90,535 89,054 1.7 %
Bayshore Intermediate #2, L.P. (dba Boomi)(6)First lien senior secured loanL +7.75% PIK10/202821,395 21,023 20,967 0.4 %
Bayshore Intermediate #2, L.P. (dba Boomi)(6)(17)First lien senior secured revolving loanL +6.75%10/2027532 503 500 — %
BCPE Nucleon (DE) SPV, LP(8)(23)First lien senior secured loanL +7.00%09/202624,012 23,799 23,952 0.5 %
BCTO BSI Buyer, Inc. (dba Buildertrend)(10)First lien senior secured loanSR +8.00% PIK12/20261,059 1,050 1,059 — %
BCTO BSI Buyer, Inc. (dba Buildertrend)(10)(17)(18)First lien senior secured revolving loanSR +8.00%12/2026— (2)— — %
BTRS Holdings Inc. (dba Billtrust)(10)First lien senior secured loanSR +8.00%12/202810,850 10,527 10,548 0.2 %
BTRS Holdings Inc. (dba Billtrust)(17)(18)(19)First lien senior secured delayed draw term loanSR +7.00%12/2024— — (26)— %
BTRS Holdings Inc. (dba Billtrust)(17)(18)First lien senior secured revolving loanSR +7.00%12/2028— (34)(32)— %
CivicPlus, LLC(7)First lien senior secured loanL +6.75% (2.50% PIK)08/202727,539 27,299 27,471 0.6 %
CivicPlus, LLC(7)(17)(18)First lien senior secured revolving loanL +6.25%08/2027— (19)(6)— %
CP PIK Debt Issuer, LLC (dba CivicPlus, LLC)(11)Unsecured notesSR +11.75% PIK06/203414,315 13,930 14,100 0.3 %
Delta TopCo, Inc. (dba Infoblox, Inc.)(10)(22)First lien senior secured loanSR +3.75%12/20274,314 4,289 3,974 0.1 %
Delta TopCo, Inc. (dba Infoblox, Inc.)(10)Second lien senior secured loanSR +7.25%12/202849,222 48,964 45,776 0.9 %
EET Buyer, Inc. (dba e-Emphasys)(8)First lien senior secured loanL +5.25%11/202719,399 19,236 19,399 0.4 %
EET Buyer, Inc. (dba e-Emphasys)(8)(17)(18)First lien senior secured revolving loanL +5.75%11/2027— (16)— — %
GovBrands Intermediate, Inc.(7)First lien senior secured loanL +5.50%08/20278,262 8,097 7,891 0.2 %
GovBrands Intermediate, Inc.(15)(17)(19)First lien senior secured delayed draw term loanP +4.50%08/20231,864 1,819 1,752 — %
GovBrands Intermediate, Inc.(7)(17)First lien senior secured revolving loanL +5.50%08/2027793 776 753 — %
Granicus, Inc.(6)First lien senior secured loanL +5.50%01/20271,816 1,784 1,771 — %
Granicus, Inc.(6)(17)First lien senior secured revolving loanL +6.50%01/202754 51 50 — %
Granicus, Inc.(6)First lien senior secured delayed draw term loanL +6.00%01/2027343 338 334 — %
Grayshift, LLC(9)First lien senior secured loanSR +7.50%07/202822,468 22,257 22,299 0.4 %
Grayshift, LLC(9)(17)(18)First lien senior secured revolving loanSR +7.50%07/2028— (22)(18)— %
GS Acquisitionco, Inc. (dba insightsoftware)(7)First lien senior secured loanL +5.75%05/20268,994 8,959 8,949 0.2 %

4041

Blue Owl Credit Income Corp.
Consolidated Schedule of Investments (Continued)
As of December 31, 2022
(Amounts in thousands, except share amounts)

Company(1)(2)(3)(20)(29)InvestmentInterestMaturity
Date
Par /
Units
Amortized
Cost(4)(25)
Fair
Value
Percentage
of Net
Assets
Help/Systems Holdings, Inc.(10)(22)First lien senior secured loanSR +4.00%11/202664,534 64,244 57,919 1.1 %
Help/Systems Holdings, Inc.(10)Second lien senior secured loanSR +6.75%11/202725,000 24,753 22,500 0.4 %
Hyland Software, Inc.(6)(22)First lien senior secured loanL +3.50%07/202423,656 23,442 23,308 0.4 %
Hyland Software, Inc.(6)Second lien senior secured loanL +6.25%07/202560,517 60,275 57,188 1.1 %
Ivanti Software, Inc.(7)Second lien senior secured loanL +7.25%12/202819,000 18,916 14,250 0.3 %
MessageBird BidCo B.V.(6)(23)First lien senior secured loanL +6.75%05/20275,000 4,915 4,888 0.1 %
Ministry Brands Holdings, LLC.(6)First lien senior secured loanL +5.50%12/202849,064 48,195 47,838 0.9 %
Ministry Brands Holdings, LLC.(6)(17)(18)(19)First lien senior secured delayed draw term loanL +5.50%12/2023— (135)(237)— %
Ministry Brands Holdings, LLC.(6)(17)First lien senior secured revolving loanL +5.50%12/20272,373 2,294 2,254 — %
Mitnick Corporate Purchaser, Inc.(9)(17)(21)First lien senior secured revolving loanSR +3.50%05/2027663 669 663 — %
QAD Inc.(6)First lien senior secured loanL +6.00%11/202746,151 45,375 44,997 0.9 %
QAD Inc.(6)(17)(18)First lien senior secured revolving loanL +6.00%11/2027— (97)(150)— %
Perforce Software, Inc.(9)First lien senior secured loanSR +4.50%07/202614,925 14,602 14,701 0.3 %
Proofpoint, Inc.(7)(22)First lien senior secured loanL +3.25%08/20283,232 3,122 3,101 0.1 %
Proofpoint, Inc.(7)Second lien senior secured loanL +6.25%08/20297,500 7,467 7,181 0.1 %
Sailpoint Technologies Holdings, Inc.(9)First lien senior secured loanSR +6.25%08/202959,880 58,663 58,682 1.1 %
Sailpoint Technologies Holdings, Inc.(9)(17)(18)First lien senior secured revolving loanSR +6.25%08/2028— (107)(114)— %
Securonix, Inc.(10)First lien senior secured loanSR +6.50%04/202829,661 29,394 29,364 0.6 %
Securonix, Inc.(10)(17)(18)First lien senior secured revolving loanSR +6.50%04/2028— (47)(53)— %
Sophos Holdings, LLC(7)(22)(23)First lien senior secured loanL +3.50%03/202720,134 20,078 19,480 0.4 %
Tahoe Finco, LLC(6)(23)First lien senior secured loanL +6.00%09/202883,721 83,003 82,256 1.6 %
Tahoe Finco, LLC(6)(17)(18)(23)First lien senior secured revolving loanL +6.00%10/2027— (50)(110)— %
Thunder Purchaser, Inc. (dba Vector Solutions)(7)First lien senior secured loanL +5.75%06/202811,942 11,844 11,703 0.1 %
Thunder Purchaser, Inc. (dba Vector Solutions)(7)(17)First lien senior secured revolving loanL +5.75%06/2027245 240 231 — %
Thunder Purchaser, Inc. (dba Vector Solutions)(7)(17)(19)First lien senior secured delayed draw term loanL +5.75%08/2023731 724 704 — %
When I Work, Inc.(7)First lien senior secured loanL +7.00% PIK11/202723,410 23,223 22,942 0.4 %
Zendesk, Inc.(10)First lien senior secured loanSR +6.50%11/2028120,319 117,945 117,311 2.2 %
Zendesk, Inc.(10)(17)(18)(19)First lien senior secured delayed draw term loanSR +6.50%11/2024— (1,098)(451)— %

4142

Blue Owl Credit Income Corp.
Consolidated Schedule of Investments (Continued)
As of December 31, 2022
(Amounts in thousands, except share amounts)

Company(1)(2)(3)(20)(29)InvestmentInterestMaturity
Date
Par /
Units
Amortized
Cost(4)(25)
Fair
Value
Percentage
of Net
Assets
Zendesk, Inc.(10)(17)(18)First lien senior secured revolving loanSR +6.50%11/2028— (243)(310)— %
When I Work, Inc.(7)(17)(18)First lien senior secured revolving loanL +6.00%11/2027— (34)(83)— %
1,353,626 1,333,821 1,310,675 24.9 %
Leisure and entertainment
Troon Golf, L.L.C.(8)First lien senior secured loanL +5.75%08/2027$93,412 $93,037 $93,412 1.8 %
Troon Golf, L.L.C.(8)(17)(18)First lien senior secured revolving loanL +6.00%08/2026— (26)— — %
Troon Golf, L.L.C.(7)(17)(19)First lien senior secured delayed draw term loanL +5.75%05/202439,850 39,275 39,850 0.8 %
133,262 132,286 133,262 2.6 %
Manufacturing
ACR Group Borrower, LLC(7)First lien senior secured loanL +4.50%03/2028$4,063 $4,016 $3,972 0.1 %
ACR Group Borrower, LLC(10)First lien senior secured loanSR +6.00%03/2028873 861 866 — %
ACR Group Borrower, LLC(7)(17)First lien senior secured revolving loanL +4.50%03/2026337 329 318 — %
BCPE Watson (DE) ORML, LP(11)(23)(27)First lien senior secured loanSR +6.50%07/2028101,500 100,550 100,485 1.9 %
Engineered Machinery Holdings, Inc. (dba Duravant)(7)(22)First lien senior secured loanL +3.75%05/20284,950 4,930 4,783 0.1 %
Engineered Machinery Holdings, Inc. (dba Duravant)(7)(21)Second lien senior secured loanL +6.50%05/202937,181 37,026 36,902 0.7 %
Engineered Machinery Holdings, Inc. (dba Duravant)(7)Second lien senior secured loanL +6.00%05/202919,160 19,115 18,921 0.4 %
Gloves Buyer, Inc. (dba Protective Industrial Products)(6)First lien senior secured loanL +4.00%12/202718,775 18,433 18,634 0.4 %
Gloves Buyer, Inc. (dba Protective Industrial Products)(6)Second lien senior secured loanL +8.25%12/202811,728 11,457 11,553 0.2 %
MHE Intermediate Holdings, LLC (dba OnPoint Group)(11)First lien senior secured loanSR +6.00%07/202787,049 86,306 86,177 1.7 %
MHE Intermediate Holdings, LLC (dba OnPoint Group)(11)First lien senior secured loanSR +6.25%07/202712,968 12,722 12,870 0.2 %
MHE Intermediate Holdings, LLC (dba OnPoint Group)(11)(17)First lien senior secured revolving loanSR +6.00%07/2027500 473 464 — %
Pro Mach Group, Inc.(6)(22)First lien senior secured loanL +4.00%08/202830,628 30,462 29,740 0.6 %
329,712 326,680 325,685 6.3 %
Professional Services
Apex Group Treasury, LLC(9)(23)First lien senior secured loanSR +5.00%07/2028$25,000 $23,509 $24,000 0.5 %
Apex Group Treasury, LLC(7)(23)Second lien senior secured loanL +6.75%07/202911,618 11,444 11,037 0.2 %
Apex Service Partners, LLC(11)First lien senior secured delayed draw term loanSR +5.50%07/202591,701 90,581 91,013 1.7 %
Apex Service Partners, LLC(11)(17)First lien senior secured revolving loanSR +5.25%07/20252,875 2,821 2,841 0.1 %
Apex Service Partners Intermediate 2, LLC(16)First lien senior secured loan12.50% PIK07/20275,120 5,003 5,017 0.1 %
Corporation Service Company(9)(21)(22)First lien senior secured loanSR +3.25%11/20293,000 2,914 2,963 0.1 %
EM Midco2 Ltd. (dba Element Materials Technology)(10)(21)(23)First lien senior secured loanSR +4.25%06/202927,948 27,916 27,388 0.5 %

4243

Blue Owl Credit Income Corp.
Consolidated Schedule of Investments (Continued)
As of December 31, 2022
(Amounts in thousands, except share amounts)

Company(1)(2)(3)(20)(29)InvestmentInterestMaturity
Date
Par /
Units
Amortized
Cost(4)(25)
Fair
Value
Percentage
of Net
Assets
Guidehouse Inc.(6)First lien senior secured loanL +6.25%10/2028106,731 105,657 105,664 2.0 %
Relativity ODA LLC(6)First lien senior secured loanL +7.75% PIK05/20274,984 4,933 4,972 0.1 %
Relativity ODA LLC(6)(17)(18)First lien senior secured revolving loanL +6.50%05/2027— (5)(1)— %
Sovos Compliance, LLC(6)(22)First lien senior secured loanL +4.50%08/202824,330 23,965 22,383 0.4 %
Vistage Worldwide, Inc.(9)(21)First lien senior secured loanSR +5.25%07/20294,988 4,857 4,863 0.1 %
308,295 303,595 302,140 5.8 %
Specialty retail
Central Parent, Inc.(10)(22)First lien senior secured loanSR +4.50%07/2029$9,400 $9,133 $9,304 0.2 %
Ideal Image Development, LLC(9)First lien senior secured loanSR +6.50%09/20275,839 5,729 5,737 0.1 %
Ideal Image Development, LLC(9)(17)(18)(19)First lien senior secured delayed draw term loanSR +6.50%03/2024— (3)(2)— %
Ideal Image Development, LLC(9)(17)(18)First lien senior secured revolving loanSR +6.50%09/2027— (17)(16)— %
Notorious Topco, LLC (dba Beauty Industry Group)(10)First lien senior secured loanSR +6.75%11/202760,306 59,536 60,005 1.1 %
Notorious Topco, LLC (dba Beauty Industry Group)(10)First lien senior secured loanSR +6.75%11/2027164,259 162,023 163,437 3.1 %
Notorious Topco, LLC (dba Beauty Industry Group)(10)(17)(19)First lien senior secured delayed draw term loanSR +6.75%11/20235,255 5,148 5,229 0.1 %
Notorious Topco, LLC (dba Beauty Industry Group)(10)(17)First lien senior secured revolving loanSR +6.75%05/2027880 817 854 — %
Milan Laser Holdings LLC(9)First lien senior secured loanSR +5.00%04/202720,424 20,270 20,424 0.4 %
Milan Laser Holdings LLC(9)(17)(18)First lien senior secured revolving loanSR +5.00%04/2026— (12)— — %
The Shade Store, LLC(10)First lien senior secured loanSR +6.00%10/202767,500 66,799 65,644 1.3 %
The Shade Store, LLC(10)First lien senior secured loanSR +7.00%10/202610,714 10,411 10,527 0.2 %
The Shade Store, LLC(10)(17)First lien senior secured revolving loanSR +6.00%10/20261,909 1,845 1,722 — %
346,486 341,679 342,865 6.5 %
Telecommunications
Park Place Technologies, LLC(9)(22)First lien senior secured loanSR +5.00%11/2027$1,145 $1,111 $1,076 — %
1,145 1,111 1,076 — %
Transportation
Motus Group, LLC(6)Second lien senior secured loanL +6.50%12/2029$10,000 $9,910 $9,800 0.2 %
Safe Fleet Holdings, LLC(9)(22)First lien senior secured loanSR +3.75%02/202926,052 25,451 25,140 0.5 %
36,052 35,361 34,940 0.7 %
Total non-controlled/non-affiliated portfolio
company debt investments
$10,075,509 $9,924,806 $9,802,730 186.3 %
Equity Investments
Automotive
CD&R Value Building Partners I, L.P. (dba Belron)(23)(24)(26)LP InterestN/AN/A33,061 $33,108 $33,957 0.6 %

43

Blue Owl Credit Income Corp.
Consolidated Schedule of Investments (Continued)
As of December 31, 2022
(Amounts in thousands, except share amounts)

Company(1)(2)(3)(20)(29)InvestmentInterestMaturity
Date
Par /
Units
Amortized
Cost(4)(25)
Fair
Value
Percentage
of Net
Assets
Metis HoldCo, Inc. (dba Mavis Tire Express Services)(16)(24)Series A Convertible Preferred Stock7.00% PIKN/A12,085 11,781 11,632 0.2 %
44,889 45,589 0.8 %
Buildings and real estate
Associations Finance, Inc.(16)(24)Preferred Stock12.00% PIKN/A215,000,000 $217,148 $218,299 4.2 %
Dodge Construction Network Holdings, L.P.(10)(24)Series A Preferred UnitsSR +8.25% PIKN/A— — %
Dodge Construction Network Holdings, L.P.(24)(26)Class A-2 Common UnitsN/AN/A143,963 123 122 — %
217,274 218,424 4.2 %
Business services
Denali Holding LP (dba Summit Companies)(24)(26)Class A UnitsN/AN/A686,513 $7,076 $8,837 0.2 %
Hercules Buyer, LLC (dba The Vincit Group)(24)(26)(28)Common UnitsN/AN/A10,000 10 11 — %
Knockout Intermediate Holdings I Inc. (dba Kaseya)(16)(24)Perpetual Preferred Stock11.75% PIKN/A53,600 52,327 52,930 1.0 %
59,413 61,778 1.2 %
Consumer products
ASP Conair Holdings LP(24)(26)Class A UnitsN/AN/A9,286 $929 $833 — %
929 833 — %
Food and beverage
Hissho Sushi Holdings, LLC(24)(26)Class A UnitsN/AN/A941,780 $9,418 $10,404 0.2 %
9,418 10,404 0.2 %
Healthcare equipment and services
Maia Aggregator, LP(24)(26)Class A-2 UnitsN/AN/A12,921,348 $12,921 $13,711 0.3 %
KPCI Holdings, L.P.(24)(26)Class A UnitsN/AN/A1,781 2,313 2,472 — %
Patriot Holdings SCSp (dba Corza Health, Inc.)(16)(23)(24)Class A Units8.00% PIKN/A982 1,073 1,086 — %
Patriot Holdings SCSp (dba Corza Health, Inc.)(23)(24)(26)Class B UnitsN/AN/A13,517 146 158 — %
Rhea Acquisition Holdings, LP(24)(26)Series A-2 UnitsN/AN/A11,964,286 11,964 11,964 0.2 %
28,417 29,391 0.5 %
Healthcare providers and services
KOBHG Holdings, L.P. (dba OB Hospitalist)(24)(26)Class A InterestsN/AN/A3,520 $3,520 $3,269 0.1 %
3,520 3,269 0.1 %
Healthcare technology
Minerva Holdco, Inc.(16)(24)Series A Preferred Stock10.75% PIKN/A106,896 $105,050 $96,206 1.8 %
BEHP Co-Investor II, L.P.(23)(24)(26)LP InterestN/AN/A1,269,969 1,266 1,265 — %
Orange Blossom Parent, Inc.(24)(26)Common EquityN/AN/A16,667 1,667 1,667 — %
WP Irving Co-Invest, L.P.(23)(24)(26)Partnership UnitsN/AN/A1,250,000 1,251 1,250 — %
109,234 100,388 1.8 %
Household products
Evology LLC(24)(26)Class B UnitsN/AN/A316 $1,512 $1,940 — %
1,512 1,940 — %
Human resource support services
Sunshine Software Holdings, Inc. (dba Cornerstone OnDemand)(16)(24)Series A Preferred Stock10.50% PIKN/A13,711 $13,425 $12,408 0.2 %
13,425 12,408 0.2 %
Insurance
Accelerate Topco Holdings, LLC(24)(26)Common UnitsN/AN/A88,211 $2,435 $2,435 — %
Evolution Parent, LP (dba SIAA)(24)(26)LP InterestN/AN/A2,703 270 270 — %
GrowthCurve Capital Sunrise Co-Invest LP (dba Brightway)(24)(26)LP InterestN/AN/A421 426 421 — %
PCF Holdco, LLC (dba PCF Insurance Services)(24)(26)Class A UnitsN/AN/A6,047,390 15,336 27,614 0.5 %

44

Blue Owl Credit Income Corp.
Consolidated Schedule of Investments (Continued)
As of December 31, 2022
(Amounts in thousands, except share amounts)

Company(1)(2)(3)(20)(29)InvestmentInterestMaturity
Date
Par /
Units
Amortized
Cost(4)(25)
Fair
Value
Percentage
of Net
Assets
18,467 30,740 0.5 %
Internet software and services
Brooklyn Lender Co-Invest 2, L.P. (dba Boomi)(24)(26)Common UnitsN/AN/A1,729,439 $1,729 $1,701 — %
Insight CP (Blocker) Holdings, L.P. (dba CivicPlus, LLC)(23)(24)(26)LP InterestN/AN/A— 987 987 — %
Elliott Alto Co-Investor Aggregator L.P.(23)(24)(26)LP InterestN/AN/A6,530 6,549 6,530 0.1 %
Picard Holdco, Inc.(10)(24)Series A Preferred StockSR +12.00% PIKN/A53,535 52,016 51,929 1.0 %
MessageBird Holding B.V.(23)(24)(26)Extended Series C WarrantsN/AN/A7,980 49 — %
Project Alpine Co-Invest Fund, L.P.(23)(24)(26)LP InterestN/AN/A17,000 17,010 17,000 0.3 %
Thunder Topco L.P. (dba Vector Solutions)(24)(26)Common UnitsN/AN/A712,884 713 704 — %
WMC Bidco, Inc. (dba West Monroe)(16)(24)Senior Preferred Stock11.25% PIKN/A36,855 36,077 34,459 0.7 %
Project Hotel California Co-Invest Fund, L.P.(23)(24)(26)LP InterestN/AN/A3,522 3,525 3,522 0.1 %
BCTO WIW Holdings, Inc. (dba When I Work)(24)(26)Class A Common StockN/AN/A57,000 5,700 5,134 0.1 %
Zoro TopCo, Inc. (dba Zendesk, Inc.)(16)(24)Series A Preferred Stock12.50% PIKN/A16,562 15,982 15,982 0.3 %
Zoro TopCo, L.P. (dba Zendesk, Inc.)(24)(26)Class A Common UnitsN/AN/A1,380,129 13,801 13,801 0.3 %
154,138 151,755 2.9 %
Manufacturing
Gloves Holdings, LP (dba Protective Industrial Products)(24)(26)LP InterestN/AN/A1,000 $100 $118 — %
100 118 — %
Total non-controlled/non-affiliated portfolio
company equity investments
$660,736 $667,037 12.4 %
Total non-controlled/non-affiliated portfolio
company investments
$10,585,542 $10,469,767 198.7 %
Non-controlled/affiliated portfolio company investments
Equity Investments
Healthcare technology
LSI Financing 1 DAC(23)(24)(26)(27)(30)Preferred equityN/AN/A6,175 $6,224 $6,175 0.1 %
6,224 6,175 0.1 %
Total non-controlled/affiliated portfolio
company equity investments
$6,224 $6,175 0.1 %
Controlled/affiliated portfolio company investments
Asset Based Lending and Fund Finance
Amergin Asset Management, LLC(23)(24)(26)(31)Class A UnitsN/AN/A50,000,000 $— $— — %
AAM Series 2.1 Aviation Feeder, LLC(17)(19)(23)(24)(26)(31)LLC InterestN/AN/A1,568 1,569 1,568 — %
AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC(17)(19)(23)(24)(26)(31)LLC InterestN/AN/A— — — — %
1,569 1,568 — %
Insurance
Fifth Season Investments LLC(24)(26)(27)(31)Class A UnitsN/AN/A28 $89,680 $89,680 1.7 %
89,680 89,680 1.7 %
Company(1)(2)(3)(20)(29)InvestmentInterestMaturity
Date
Par /
Units
Amortized
Cost(4)(25)
Fair
Value
Percentage
of Net
Assets
Metis HoldCo, Inc. (dba Mavis Tire Express Services)(16)(24)Series A Convertible Preferred Stock7.00% PIKN/A12,085 11,781 11,632 0.2 %
44,889 45,589 0.8 %
Buildings and real estate
Associations Finance, Inc.(16)(24)Preferred Stock12.00% PIKN/A215,000,000 $217,148 $218,299 4.2 %
Dodge Construction Network Holdings, L.P.(10)(24)Series A Preferred UnitsSR +8.25% PIKN/A— — %
Dodge Construction Network Holdings, L.P.(24)(26)Class A-2 Common UnitsN/AN/A143,963 123 122 — %
217,274 218,424 4.2 %
Business services
Denali Holding LP (dba Summit Companies)(24)(26)Class A UnitsN/AN/A686,513 $7,076 $8,837 0.2 %
Hercules Buyer, LLC (dba The Vincit Group)(24)(26)(28)Common UnitsN/AN/A10,000 10 11 — %
Knockout Intermediate Holdings I Inc. (dba Kaseya)(16)(24)Perpetual Preferred Stock11.75% PIKN/A53,600 52,327 52,930 1.0 %
59,413 61,778 1.2 %
Consumer products
ASP Conair Holdings LP(24)(26)Class A UnitsN/AN/A9,286 $929 $833 — %
929 833 — %
Food and beverage
Hissho Sushi Holdings, LLC(24)(26)Class A UnitsN/AN/A941,780 $9,418 $10,404 0.2 %
9,418 10,404 0.2 %
Healthcare equipment and services
Maia Aggregator, LP(24)(26)Class A-2 UnitsN/AN/A12,921,348 $12,921 $13,711 0.3 %
KPCI Holdings, L.P.(24)(26)Class A UnitsN/AN/A1,781 2,313 2,472 — %
Patriot Holdings SCSp (dba Corza Health, Inc.)(16)(23)(24)Class A Units8.00% PIKN/A982 1,073 1,086 — %
Patriot Holdings SCSp (dba Corza Health, Inc.)(23)(24)(26)Class B UnitsN/AN/A13,517 146 158 — %
Rhea Acquisition Holdings, LP(24)(26)Series A-2 UnitsN/AN/A11,964,286 11,964 11,964 0.2 %
28,417 29,391 0.5 %
Healthcare providers and services
KOBHG Holdings, L.P. (dba OB Hospitalist)(24)(26)Class A InterestsN/AN/A3,520 $3,520 $3,269 0.1 %
3,520 3,269 0.1 %
Healthcare technology
Minerva Holdco, Inc.(16)(24)Series A Preferred Stock10.75% PIKN/A106,896 $105,050 $96,206 1.8 %
BEHP Co-Investor II, L.P.(23)(24)(26)LP InterestN/AN/A1,269,969 1,266 1,265 — %
Orange Blossom Parent, Inc.(24)(26)Common EquityN/AN/A16,667 1,667 1,667 — %
WP Irving Co-Invest, L.P.(23)(24)(26)Partnership UnitsN/AN/A1,250,000 1,251 1,250 — %
109,234 100,388 1.8 %
Household products
Evology LLC(24)(26)Class B UnitsN/AN/A316 $1,512 $1,940 — %
1,512 1,940 — %
Human resource support services
Sunshine Software Holdings, Inc. (dba Cornerstone OnDemand)(16)(24)Series A Preferred Stock10.50% PIKN/A13,711 $13,425 $12,408 0.2 %
13,425 12,408 0.2 %
Insurance
Accelerate Topco Holdings, LLC(24)(26)Common UnitsN/AN/A88,211 $2,435 $2,435 — %
Evolution Parent, LP (dba SIAA)(24)(26)LP InterestN/AN/A2,703 270 270 — %
GrowthCurve Capital Sunrise Co-Invest LP (dba Brightway)(24)(26)LP InterestN/AN/A421 426 421 — %

45

Blue Owl Credit Income Corp.
Consolidated Schedule of Investments (Continued)
As of December 31, 2022
(Amounts in thousands, except share amounts)

Company(1)(2)(3)(20)(29)InvestmentInterestMaturity
Date
Par /
Units
Amortized
Cost(4)(25)
Fair
Value
Percentage
of Net
Assets
Investment Funds & Vehicles
ORCIC Senior Loan Fund LLC (21)(23)(24)(27)(31)(33)LLC InterestN/AN/A141,777 $141,777 $140,394 2.7 %
141,777 140,394 2.7 %
Total controlled/affiliated portfolio
company equity investments
$233,026 $231,642 4.4 %
Total Investments$10,824,792 $10,707,584 203.2 %
Company(1)(2)(3)(20)(29)InvestmentInterestMaturity
Date
Par /
Units
Amortized
Cost(4)(25)
Fair
Value
Percentage
of Net
Assets
PCF Holdco, LLC (dba PCF Insurance Services)(24)(26)Class A UnitsN/AN/A6,047,390 15,336 27,614 0.5 %
18,467 30,740 0.5 %
Internet software and services
Brooklyn Lender Co-Invest 2, L.P. (dba Boomi)(24)(26)Common UnitsN/AN/A1,729,439 $1,729 $1,701 — %
Insight CP (Blocker) Holdings, L.P. (dba CivicPlus, LLC)(23)(24)(26)LP InterestN/AN/A— 987 987 — %
Elliott Alto Co-Investor Aggregator L.P.(23)(24)(26)LP InterestN/AN/A6,530 6,549 6,530 0.1 %
Picard Holdco, Inc.(10)(24)Series A Preferred StockSR +12.00% PIKN/A53,535 52,016 51,929 1.0 %
MessageBird Holding B.V.(23)(24)(26)Extended Series C WarrantsN/AN/A7,980 49 — %
Project Alpine Co-Invest Fund, L.P.(23)(24)(26)LP InterestN/AN/A17,000 17,010 17,000 0.3 %
Thunder Topco L.P. (dba Vector Solutions)(24)(26)Common UnitsN/AN/A712,884 713 704 — %
WMC Bidco, Inc. (dba West Monroe)(16)(24)Senior Preferred Stock11.25% PIKN/A36,855 36,077 34,459 0.7 %
Project Hotel California Co-Invest Fund, L.P.(23)(24)(26)LP InterestN/AN/A3,522 3,525 3,522 0.1 %
BCTO WIW Holdings, Inc. (dba When I Work)(24)(26)Class A Common StockN/AN/A57,000 5,700 5,134 0.1 %
Zoro TopCo, Inc. (dba Zendesk, Inc.)(16)(24)Series A Preferred Stock12.50% PIKN/A16,562 15,982 15,982 0.3 %
Zoro TopCo, L.P. (dba Zendesk, Inc.)(24)(26)Class A Common UnitsN/AN/A1,380,129 13,801 13,801 0.3 %
154,138 151,755 2.9 %
Manufacturing
Gloves Holdings, LP (dba Protective Industrial Products)(24)(26)LP InterestN/AN/A1,000 $100 $118 — %
100 118 — %
Total non-controlled/non-affiliated portfolio
company equity investments
$660,736 $667,037 12.4 %
Total non-controlled/non-affiliated portfolio
company investments
$10,585,542 $10,469,767 198.7 %
Non-controlled/affiliated portfolio company investments
Equity Investments
Healthcare technology
LSI Financing 1 DAC(23)(24)(26)(27)(30)Preferred equityN/AN/A6,175 $6,224 $6,175 0.1 %
6,224 6,175 0.1 %
Total non-controlled/affiliated portfolio
company equity investments
$6,224 $6,175 0.1 %
Controlled/affiliated portfolio company investments
Asset Based Lending and Fund Finance
Amergin Asset Management, LLC(23)(24)(26)(31)Class A UnitsN/AN/A50,000,000 $— $— — %
AAM Series 2.1 Aviation Feeder, LLC(17)(19)(23)(24)(26)(31)LLC InterestN/AN/A1,568 1,569 1,568 — %
AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC(17)(19)(23)(24)(26)(31)LLC InterestN/AN/A— — — — %
1,569 1,568 — %
Insurance

46

Blue Owl Credit Income Corp.
Consolidated Schedule of Investments (Continued)
As of December 31, 2022
(Amounts in thousands, except share amounts)

Company(1)(2)(3)(20)(29)InvestmentInterestMaturity
Date
Par /
Units
Amortized
Cost(4)(25)
Fair
Value
Percentage
of Net
Assets
Fifth Season Investments LLC(24)(26)(27)(31)Class A UnitsN/AN/A28 $89,680 $89,680 1.7 %
89,680 89,680 1.7 %
Investment Funds & Vehicles
ORCIC Senior Loan Fund LLC (21)(23)(24)(27)(31)(33)LLC InterestN/AN/A141,777 $141,777 $140,394 2.7 %
141,777 140,394 2.7 %
Total controlled/affiliated portfolio
company equity investments
$233,026 $231,642 4.4 %
Total Investments$10,824,792 $10,707,584 203.2 %
Interest Rate Swaps as of December 31, 2022
Company
Receives
Company
Pays
Maturity DateNotional AmountHedged
Instrument
Footnote
Reference
Interest rate swap7.75%S+ 3.84%9/16/2027$600,000 September 2027 NotesNote 6
Total$600,000 
(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), Sterling (SP) Overnight Interbank Average Rate ("SONIA" or "SA") or an alternate base rate (which can include the Federal Funds Effective Rate or the Prime Rate ("Prime" or "P"), at the borrower’s option, and which reset periodically based on the terms of the loan agreement.
(6)The interest rate on these loans is subject to 1 month LIBOR, which as of December 31, 2022 was 4.39%.
(7)The interest rate on these loans is subject to 3 month LIBOR, which as of December 31, 2022 was 4.77%.
(8)The interest rate on these loans is subject to 6 month LIBOR, which as of December 31, 2022 was 5.14%.
(9)The interest rate on these loans is subject to 1 month SOFR, which as of December 31, 2022 was 4.36%
(10)The interest rate on these loans is subject to 3 month SOFR, which as of December 31, 2022 was 4.59%.
(11)The interest rate on these loans is subject to 6 month SOFR, which as of December 31, 2022 was 4.78%.
(12)The interest rate on these loans is subject to 3 month CDOR, which as of December 31, 2022 was 4.94%.
(13)The interest rate on these loans is subject to 3 month EURIBOR, which as of December 31, 2022 was 2.13%
(14)The interest rate on these loans is subject to SONIA, which as of December 31, 2022 was 3.43%.
(15)The interest rate on these loans is subject to Prime, which as of December 31, 2022 was 7.50%
(16)Investment does not contain a variable rate structure.
(17)Position or portion thereof is an unfunded loan or equity commitment. See Note 7 “Commitments and Contingencies”.
(18)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.
(19)The date disclosed represents the commitment period of the unfunded term loan. Upon expiration of the commitment period, the funded portion of the term loan may be subject to a longer maturity date.
(20)Unless otherwise indicated, 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".
(21)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.

47

Blue Owl Credit Income Corp.
Consolidated Schedule of Investments (Continued)
As of December 31, 2022
(Amounts in thousands, except share amounts)

(22)Level 2 Investment.
(23)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

46

Blue Owl Credit Income Corp.
Consolidated Schedule of Investments (Continued)
As of December 31, 2022
(Amounts in thousands, except share amounts)

assets. As of December 31, 2022, non-qualifying assets represented 12.8% of total assets as calculated in accordance with the regulatory requirements.
(24)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, 2022, the aggregate fair value of these securities is $904.9 million, or 17.2% of the Company’s net assets. The acquisition dates of the restricted securities are as follows:

Portfolio CompanyInvestmentAcquisition Date
AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC**LLC InterestJuly 1, 2022
AAM Series 2.1 Aviation Feeder, LLC**LLC InterestJuly 1, 2022
Accelerate Topco Holdings, LLCCommon UnitsSeptember 1, 2022
Amergin Asset Management, LLCClass A UnitsJuly 1, 2022
ASP Conair Holdings LPClass A UnitsMay 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.LP InterestMay 6, 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 14, 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
Elliott Alto Co-Investor Aggregator L.P.LP InterestSeptember 28, 2022
Evology LLCClass B UnitsJanuary 21, 2022
Evolution Parent, LP (dba SIAA)LP InterestApril 30, 2021
Fifth Season Investments LLC (fka Chapford SMA Partnership, L.P.)**Class A UnitsOctober 17, 2022
Gloves Holding, LP (dba Protective Industrial Products)LP InterestDecember 28, 2020
GrowthCurve Capital Sunrise Co-Invest LP (dba Brightway)LP InterestDecember 16, 2021
Hercules Buyer, LLC (dba The Vincit Group)Common UnitsDecember 15, 2020
Hissho Sushi Holdings, LLCClass A UnitsMay 17, 2022
Insight CP (Blocker) Holdings, L.P. (dba CivicPlus, LLC)LP InterestJune 8, 2022
Knockout Intermediate Holdings I Inc. (dba Kaseya)Perpetual Preferred StockJune 22, 2022
KOBHG Holdings, L.P. (dba OB Hospitalist)Class A InterestsSeptember 27, 2021
KPCI Holdings, L.P.Class A UnitsNovember 25, 2020
LSI Financing 1 DAC**Preferred equityDecember 14, 2022
Maia Aggregator, LPClass A-2 UnitsFebruary 1, 2022
MessageBird Holding B.V.Extended Series C WarrantsMay 5, 2021
Metis HoldCo, Inc. (dba Mavis Tire Express Services)Series A Convertible Preferred StockMay 3, 2021
Minerva Holdco, Inc.Series A Preferred StockFebruary 14, 2022
Orange Blossom Parent, Inc.Common EquityJuly 29, 2022
ORCIC Senior Loan Fund, LLC*LLC InterestNovember 2, 2022
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
Picard Holdco, Inc.Series A Preferred StockSeptember 29, 2022
Project Alpine Co-Invest Fund, L.P.LP InterestJune 13, 2022
Project Hotel California Co-Invest Fund, L.P.LP InterestAugust 9, 2022
Rhea Acquistion Holdings, LPSeries A-2 UnitsFebruary 18, 2022
Sunshine Software Holdings, Inc. (dba Cornerstone OnDemand)Series A Preferred StockOctober 14, 2021

4748

Blue Owl Credit Income Corp.
Consolidated Schedule of Investments (Continued)
As of December 31, 2022
(Amounts in thousands, except share amounts)

Portfolio CompanyInvestmentAcquisition Date
Rhea Acquistion Holdings, LPSeries A-2 UnitsFebruary 18, 2022
Sunshine Software Holdings, Inc. (dba Cornerstone OnDemand)Series A Preferred StockOctober 14, 2021
Thunder Topco L.P. (dba Vector Solutions)Common UnitsJune 30, 2021
WMC Bidco, Inc. (dba West Monroe)Senior Preferred StockNovember 8, 2021
WP Irving Co-Invest, L.P.Partnership UnitsMay 18, 2022
Zoro TopCo, Inc. (dba Zendesk)Class A Common UnitsNovember 22, 2022
Zoro TopCo, L.P. (dba Zendesk)Series A Preferred StockNovember 22, 2022
*Refer to Note 4 "Investments - Blue Owl Credit Income Senior Loan Fund LLC", for further information.
** Refer to Note 3 "Agreements and Related Party Transactions - Controlled/Affiliated Portfolio Companies".

(25)As of December 31, 2022, the net estimated unrealized loss on investments for U.S. federal income tax purposes was $109.1 million based on a tax cost basis of $10.8 billion. As of December 31, 2022, the estimated aggregate gross unrealized loss for U.S. federal income tax purposes was $158.9 million. As of December 31, 2022, the estimated aggregate gross unrealized gain for U.S. federal income tax purposes was $49.8 million.
(26)Investment is non-income producing.
(27)Investment is not pledged as collateral under the Revolving Credit Facility and the SPV Asset Facilities.
(28)We invest in this portfolio company through underlying blocker entities Hercules Blocker 1 LLC, Hercules Blocker 2 LLC, Hercules Blocker 3 LLC, Hercules Blocker 4 LLC, and Hercules Blocker 5 LLC.
(29)Unless otherwise indicated, the Company’s portfolio companies are pledged as collateral supporting the amounts outstanding under the Revolving Credit Facility and SPV Asset Facilities. See Note 6 "Debt".
(30)As defined in the 1940 Act, the Company is deemed to be an "affiliated person" of this portfolio company as the Company owns more than 5% but less than 25% of the portfolio company's voting securities or has the power to exercise control over management or policies of such portfolio company, including through a management agreement (non-controlled affiliate"). Transactions related to investments in non-controlled affiliates for the year ended December 31, 2022 were as follows:
CompanyFair value
as of December 31, 2021
Gross Additions(a)
Gross Reductions(b)
Net Change in Unrealized Gain/ (Loss)Realized Gain/(Loss)Fair value as of December 31, 2022Dividend IncomeOther Income
LSI Financing 1 DAC$— $6,224 $— $(49)$— $6,175 $— $— 
Total$— $6,224 $— $(49)$— $6,175 $— $— 
        
________
(a) Gross additions may include increases in the cost basis of investments resulting from new investments, amounts related to payment-in-kind (“PIK”) interest capitalized and added to the principal balance of the respective loans, the accretion of discounts, the exchange of one or more existing investments for one or more new investments and the movement at fair value of an existing portfolio company into this controlled affiliated category from a different category.
(b) Gross reductions may include decreases in the cost basis of investments resulting from principal collections related to investment repayments and sales, return of capital, the amortization of premiums and the exchange of one or more existing securities for one or more new securities.

(31)As defined in the 1940 Act, the Company is deemed to be both an “Affiliated Person” and has “Control” of this portfolio company as the Company owns more than 25% of the portfolio company’s outstanding voting securities or has the power to exercise control over management or policies of such portfolio company, including through a management agreement (“controlled affiliate”). The Company’s investment in controlled affiliates for the period ended December 31, 2022 were as follows:

4849

Blue Owl Credit Income Corp.
Consolidated Schedule of Investments (Continued)
As of December 31, 2022
(Amounts in thousands, except share amounts)

CompanyFair value
as of December 31, 2021
Gross Additions(a)
Gross Reductions(b)
Net Change in Unrealized Gain/ (Loss)Realized Gain/(Loss)Fair value as of December 31, 2022Dividend IncomeOther Income
AAM Series 2.1 Aviation Feeder, LLC (c)$— $1,569 $— $(1)$— $1,568 $— $— 
AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC (c)— — — — — — — — 
Fifth Season Investments LLC— 99,162 (9,800)— — 89,680 201 — 
ORCIC Senior Loan Fund LLC— 141,777 — (1,383)— 140,394 3,171 — 
Total$— $242,508 $(9,800)$(1,384)$— $231,642 $3,372 $— 
________
(a) Gross additions may include increases in the cost basis of investments resulting from new investments, amounts related to payment-in-kind (“PIK”) interest capitalized and added to the principal balance of the respective loans, the accretion of discounts, the exchange of one or more existing investments for one or more new investments and the movement at fair value of an existing portfolio company into this controlled affiliated category from a different category.
(b) Gross reductions may include decreases in the cost basis of investments resulting from principal collections related to investment repayments and sales, return of capital, the amortization of premiums and the exchange of one or more existing securities for one or more new securities.
(c) In connection with its investment in AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC and AAM Series 2.1 Aviation Feeder, LLC (collectively, “Amergin Assetco”) the Company made a minority investment in Amergin Asset Management, LLC which has entered into a Servicing Agreement with Amergin Assetco.

(32)Investment was on non-accrual status as of December 31, 2022.
(33)Investment measured at net asset value ("NAV")


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


4950


Blue Owl Credit 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,For the Three Months Ended September 30,For the Nine Months Ended September 30,
20232022202320222023202220232022
Increase (Decrease) in Net Assets Resulting from OperationsIncrease (Decrease) in Net Assets Resulting from OperationsIncrease (Decrease) in Net Assets Resulting from Operations
Net investment income (loss)Net investment income (loss)$191,593 $69,073 $357,168 $111,664 Net investment income (loss)$214,599 $106,013 $571,767 $217,677 
Net change in unrealized gain (loss)Net change in unrealized gain (loss)14,223 (168,930)78,258 (192,387)Net change in unrealized gain (loss)52,954 47,040 131,212 (145,347)
Net realized gain (loss) on investmentsNet realized gain (loss) on investments(2,661)131 (7,238)568 Net realized gain (loss) on investments(2,144)(182)(9,382)386 
Net Increase (Decrease) in Net Assets Resulting from OperationsNet Increase (Decrease) in Net Assets Resulting from Operations203,155 (99,726)428,188 (80,155)Net Increase (Decrease) in Net Assets Resulting from Operations265,409 152,871 693,597 72,716 
DistributionsDistributionsDistributions
Class SClass S(47,220)(20,656)(89,652)(34,381)Class S(55,089)(28,903)(144,741)(63,284)
Class DClass D(12,734)(5,880)(23,952)(10,014)Class D(13,872)(7,852)(37,824)(17,866)
Class IClass I(89,529)(36,741)(169,453)(59,261)Class I(103,204)(52,708)(272,657)(111,969)
Net Decrease in Net Assets Resulting from Shareholders' DistributionsNet Decrease in Net Assets Resulting from Shareholders' Distributions(149,483)(63,277)(283,057)(103,656)Net Decrease in Net Assets Resulting from Shareholders' Distributions(172,165)(89,463)(455,222)(193,119)
Capital Share TransactionsCapital Share TransactionsCapital Share Transactions
Class S:Class S:Class S:
Issuance of shares of common stockIssuance of shares of common stock258,724 416,884 419,499 866,252 Issuance of shares of common stock326,523 229,005 746,022 1,095,257 
Share transfers between classes(1)
Share transfers between classes(1)
(2,127)— (2,127)— 
Share transfers between classes(1)
— — (2,127)— 
Repurchase of common sharesRepurchase of common shares(16,367)(8,365)(38,010)(14,366)Repurchase of common shares(14,790)(8,769)(52,800)(23,135)
Reinvestment of shareholders' distributionsReinvestment of shareholders' distributions17,943 6,264 33,775 9,894 Reinvestment of shareholders' distributions21,384 9,333 55,159 19,227 
Net Increase (Decrease) in Net Assets Resulting from Capital Share Transactions - Class SNet Increase (Decrease) in Net Assets Resulting from Capital Share Transactions - Class S258,173 414,783 413,137 861,780 Net Increase (Decrease) in Net Assets Resulting from Capital Share Transactions - Class S333,117 229,569 746,254 1,091,349 
Class D:Class D:Class D:
Issuance of shares of common stockIssuance of shares of common stock55,839 72,746 102,014 188,148 Issuance of shares of common stock50,663 50,343 152,677 238,491 
Share transfers between classes(1)
Share transfers between classes(1)
— — — — 
Share transfers between classes(1)
— — — — 
Repurchase of common sharesRepurchase of common shares(13,809)(1,110)(17,262)(1,414)Repurchase of common shares(12,978)(1,132)(30,240)(2,546)
Reinvestment of shareholders' distributionsReinvestment of shareholders' distributions5,709 2,400 10,496 3,861 Reinvestment of shareholders' distributions6,202 3,060 16,698 6,921 
Net Increase (Decrease) in Net Assets Resulting from Capital Share Transactions - Class DNet Increase (Decrease) in Net Assets Resulting from Capital Share Transactions - Class D47,739 74,036 95,248 190,595 Net Increase (Decrease) in Net Assets Resulting from Capital Share Transactions - Class D43,887 52,271 139,135 242,866 
Class I:Class I:Class I:
Issuance of shares of common stockIssuance of shares of common stock472,093 779,907 840,101 1,430,903 Issuance of shares of common stock534,370 515,241 1,374,471 1,946,144 
Share transfers between classes(1)
Share transfers between classes(1)
2,127 — 2,127 — 
Share transfers between classes(1)
— — 2,127 — 
Repurchase of common sharesRepurchase of common shares(46,071)(18,414)(114,095)(35,392)Repurchase of common shares(76,140)(32,978)(190,235)(68,370)
Reinvestment of shareholders' distributionsReinvestment of shareholders' distributions33,427 10,708 62,155 16,593 Reinvestment of shareholders' distributions39,933 17,350 102,088 33,943 
Net Increase (Decrease) in Net Assets Resulting from Capital Share Transactions - Class INet Increase (Decrease) in Net Assets Resulting from Capital Share Transactions - Class I461,576 772,201 790,288 1,412,104 Net Increase (Decrease) in Net Assets Resulting from Capital Share Transactions - Class I498,163 499,613 1,288,451 1,911,717 
Total Increase (Decrease) in Net AssetsTotal Increase (Decrease) in Net Assets821,160 1,098,017 1,443,804 2,280,668 Total Increase (Decrease) in Net Assets968,411 844,861 2,412,215 3,125,529 
Net Assets, at beginning of periodNet Assets, at beginning of period5,872,397 2,763,379 5,249,753 1,580,728 Net Assets, at beginning of period6,693,557 3,861,396 5,249,753 1,580,728 
Net Assets, at end of periodNet Assets, at end of period$6,693,557 $3,861,396 $6,693,557 $3,861,396 Net Assets, at end of period$7,661,968 $4,706,257 $7,661,968 $4,706,257 
(1)In certain cases, and subject to the Dealer Manager’s approval, where a holder of Class S or Class D shares exits a relationship with a participating broker-dealer for this offering and does not enter into a new relationship with a participating broker-dealer for this offering, such holder’s shares may be exchanged into an equivalent net asset value amount of Class I shares.

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

5051


Blue Owl Credit Income Corp.
Consolidated Statements of Cash Flows
(Amounts in thousands)
(Unaudited)
For the Six Months Ended June 30,
20232022
Cash Flows from Operating Activities
Net Increase (Decrease) in Net Assets Resulting from Operations$428,188 $(80,155)
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash used in operating activities:
Purchases of investments, net(2,493,205)(5,777,986)
Proceeds from investments and investment repayments, net266,272 277,973 
Net change in unrealized (gain) loss on investments(77,918)191,514 
Net change in unrealized (gain) loss on translation of assets and liabilities in foreign currencies(347)873 
Net change in unrealized (gain) loss on Income tax (provision) benefit— 
Net realized (gain) loss on investments7,178 (359)
Net realized (gain) loss on foreign currency transactions relating to investments60 — 
Paid-in-kind interest and dividends(72,633)(23,514)
Net amortization/accretion of premium/discount on investments(15,775)(6,090)
Amortization of debt issuance costs8,131 4,069 
Amortization of offering costs937 2,350 
Changes in operating assets and liabilities:
(Increase) decrease in interest receivable(18,558)(19,041)
(Increase) decrease in receivable from a controlled affiliate11,886 — 
(Increase) decrease in receivable for investments sold(36,262)(423)
(Increase) decrease in due from affiliates— (6,775)
(Increase) decrease in prepaid expenses and other assets(276)(103,397)
Increase (decrease) in payable for investments purchased8,658 48,211 
Increase (decrease) in payables to affiliates6,585 9,209 
Increase (decrease) in accrued expenses and other liabilities17,560 29,820 
Net cash used in operating activities(1,959,512)(5,453,721)
Cash Flows from Financing Activities
Borrowings on debt3,282,117 6,000,061 
Repayments of debt(2,156,390)(2,838,600)
Debt issuance costs(18,329)(30,864)
Repurchase of common stock(203,939)(24,696)
Proceeds from issuance of common shares1,361,614 2,485,303 
Distributions paid to shareholders(166,646)(59,048)
Net cash provided by financing activities2,098,4275,532,156
Net increase (decrease) in cash and restricted cash, including foreign cash (restricted cash of $3,326 and $0, respectively)138,915 78,435 
Cash and restricted cash, including foreign cash, beginning of period (restricted cash of $23,000 and $0, respectively)225,247 21,459 
Cash and restricted cash, including foreign cash, end of period (restricted cash of $26,326 and $0, respectively)$364,162 $99,894 
Supplemental and Non-Cash Information
Interest paid during the period$179,124 $20,029 
Distributions declared during the period$283,057 $103,656 
Reinvestment of distributions during the period$106,426 $30,348 
Taxes, including excise tax, paid during the period$212 $20 
Distributions payable$47,021 $23,265 


For the Nine Months Ended September 30,
20232022
Cash Flows from Operating Activities
Net Increase (Decrease) in Net Assets Resulting from Operations$693,597 $72,716 
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash used in operating activities:
Purchases of investments, net(4,068,207)(7,495,239)
Proceeds from investments and investment repayments, net660,506 499,443 
Net change in unrealized (gain) loss on investments(130,862)142,695 
Net change in unrealized (gain) loss on interest rate swap attributed to unsecured notes1,029 — 
Net change in unrealized (gain) loss on translation of assets and liabilities in foreign currencies(351)2,652 
Net change in unrealized (gain) loss on Income tax (provision) benefit— 
Net realized (gain) loss on investments9,589 (125)
Net realized (gain) loss on foreign currency transactions relating to investments(207)(261)
Paid-in-kind interest and dividends(105,731)(37,613)
Net amortization/accretion of premium/discount on investments(26,492)(11,616)
Amortization of debt issuance costs12,727 7,036 
Amortization of offering costs2,093 3,440 
Changes in operating assets and liabilities:
(Increase) decrease in interest receivable(31,348)(43,009)
(Increase) decrease in receivable from controlled affiliates11,478 — 
(Increase) decrease in receivable for investments sold(22,904)(1,965)
(Increase) decrease in due from affiliates— (4,777)
(Increase) decrease in prepaid expenses and other assets(181,952)32,425 
Increase (decrease) in payable for investments purchased132,377 13,391 
Increase (decrease) in payables to affiliates9,150 41,465 
Increase (decrease) in accrued expenses and other liabilities12,873 38,173 
Net cash used in operating activities(3,022,634)(6,741,169)
Cash Flows from Financing Activities
Borrowings on debt5,004,216 8,348,247 
Repayments of debt(3,487,000)(4,479,600)
Debt issuance costs(30,186)(49,880)
Repurchase of common stock(280,203)(94,051)
Proceeds from issuance of common shares2,273,170 3,279,892 
Distributions paid to shareholders(263,234)(108,548)
Net cash provided by financing activities3,216,7636,896,060
Net increase (decrease) in cash and restricted cash, including foreign cash (restricted cash of $10,803 and $0, respectively)194,129 154,891 
Cash and restricted cash, including foreign cash, beginning of period (restricted cash of $23,000 and $0, respectively)225,247 21,459 
Cash and restricted cash, including foreign cash, end of period (restricted cash of $33,803 and $0, respectively)$419,376 $176,350 
Supplemental and Non-Cash Information
Interest paid during the period$309,139 $75,272 
Distributions declared during the period$455,222 $193,119 
Reinvestment of distributions during the period$173,945 $60,091 
Taxes, including excise tax, paid during the period$239 $
Distributions payable$55,079 $33,485 
The accompanying notes are an integral part of these consolidated financial statements.
5152

Blue Owl Credit Income Corp.
Notes to Consolidated Financial Statements
(Unaudited)

Note 1. Organization and Principal Business

Blue Owl Credit Income Corp.(f/k/a Owl Rock Core Income Corp.), (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. 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. The Company intends, under normal circumstances, to invest directly, or indirectly through its investment in Blue Owl Credit Income Senior Loan Fund LLC (f/k/a ORCIC Senior Loan Fund LLC) or any similarly situated companies, at least 80% of the value of its total assets in credit investments. The Company defines “credit” to mean debt investments made in exchange for regular interest payments.

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 has elected to be treated for federal income tax purposes, and intends to qualify annually, 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 as a RIC under the Code, the Company'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, 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 Blue Owl Credit Advisors LLC (f/k/a Owl Rock Capital Advisors LLC) (the “Adviser”). The Adviser is an indirect affiliate of Blue Owl Capital Inc. (“Blue Owl"Owl”) (NYSE: OWL) and part of Blue Owl's Credit platform which focuses 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) Credit, which focuses on direct lending, (2) GP Strategic Capital, which focuses on providing capital to institutional alternative asset managers and (3) Real Estate, which focuses on real estate strategies. Subject to the overall supervision of the Company’s board of directors (the "Board"“Board”), the Adviser manages the day-to-day operations of, and provides investment advisory and management services to, the Company.

The Company 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. On November 12, 2020, the Company commenced its initial public offering pursuant to which it 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 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 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. Currently, the purchase price per share for
each class of common stock varies, 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'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 Blue Owl Credit Advisors LLC remains the investment adviser of Blue Owl Credit Income Corp. There is no current intention for Blue Owl Credit Advisors LLC to discontinue its role.

Since meeting the minimum offering requirement and commencing its continuous public offering through JuneSeptember 30, 2023, the Company has issued 244,886,936279,894,130 shares of Class S common stock, 59,492,16364,917,136 shares of Class D common stock and 433,343,601490,445,875
5253

Blue Owl Credit Income Corp.
Notes to Consolidated Financial Statements - Continued
(Unaudited)
shares of Class I common stock, exclusive of any tender offers, for gross proceeds of $2.3$2.6 billion, $0.5$0.6 billion and $4.0$4.5 billion, respectively, including $1,000 of seed capital contributed by its Adviser in September of 2020, $25.0 million in gross proceeds raised in a private placement from Owl Rock Feeder FIC ORCIC Equity LLC and 18,470,18821,954,224 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 $0.2 billion.

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.
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 and Restricted Cash
Cash consists of deposits held at a custodian bank and restricted cash pledged as collateral. 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.
Consolidation
As provided under Regulation S-X and ASC Topic 946—Financial Services—Investment Companies, the Company will generally not consolidate its investment in a company other than a wholly-owned investment company or controlled operating company whose business consists of providing services to the Company.

The Company does not consolidate its equity interest in AAM Series 1.1 Rail and Domestic Intermodal Feeder, Fifth Season, LLC and AAM Series 2.1 Aviation Feeder, LLC (collectively, "Amergin AssetCo") and since November 2, 2022 has not consolidated its equity positions in Blue Owl Credit Income Senior Loan Fund LLC (f/k/a ORCIC Senior Loan Fund LLC) ("OCIC SLF"). OCIC SLF was formed as a wholly-owned subsidiary of the Company and commenced operations on February 14, 2022. On November 2, 2022, the Company and State Teachers Retirement System of Ohio ("OSTRS" and together with the Company, the "Members" and each, a "Member") entered into an Amended and Restated Limited Liability Company Agreement to co-manage OCIC SLF as a joint-venture. See Note 3 "Agreements and Related Party Transactions - Controlled/Affiliated Portfolio Companies".
Investments at Fair Value

Investment transactions are recorded on the trade date. Realized gains or losses are measured by the difference between the net proceeds received and the amortized cost basis of the investment using the specific identification method without regard to unrealized gains or losses previously recognized, and include investments charged off during the period, net of recoveries. The net change in unrealized gains or losses primarily reflects the change in investment values, including the reversal of previously recorded unrealized gains or losses with respect to investments realized during the period. Rule 2a-5 under the 1940 Act was adopted by the SEC in January 2021 and establishes requirements for determining fair value in good faith for purposes of the 1940 Act. The Company complied with the mandatory provisions of Rule 2a-5 by the September 2022 compliance date. Additionally, commencing with the fourth quarter of 2022, pursuant to Rule 2a-5, the Board designated the Adviser as the Company's valuation designee to perform fair value determinations relating to the value of assets held by the Company for which market quotations are not readily available.

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

As part of the valuation process, the Adviser, as the valuation designee, takes into account relevant factors in determining the fair value of the Company’s investments, including: the estimated enterprise value of a portfolio company (i.e., the total fair value of the portfolio company’s debt and equity), the nature and realizable value of any collateral, the portfolio company’s ability to make
5354

Blue Owl Credit Income Corp.
Notes to Consolidated Financial Statements - Continued
(Unaudited)
payments based on its earnings and cash flow, the markets in which the portfolio company does business, a comparison of the portfolio company’s securities to any similar publicly traded securities, and overall changes in the interest rate environment and the credit markets that may affect the price at which similar investments may be made in the future. When an external event such as a purchase or sale transaction, public offering or subsequent equity sale occurs, the Adviser, as the valuation designee, considers whether the pricing indicated by the external event corroborates its valuation.
The Adviser, as the valuation designee, undertakes a multi-step valuation process, which includes, among other procedures, the following:
With respect to investments for which market quotations are readily available, those investments will typically be valued at the average bid price of those market quotations;
With respect to investments for which market quotations are not readily available, the valuation process begins with the independent valuation firm(s) providing a preliminary valuation of each investment to the Adviser’s valuation committee;
Preliminary valuation conclusions are documented and discussed with the Adviser’s valuation committee;
The Adviser, as the valuation designee, reviews the recommended valuations and determines the fair value of each investment;
Each quarter, the Adviser, as the valuation designee, will provide the Audit Committee a summary or description of material fair value matters that occurred in the prior quarter and on an annual basis, the Adviser, as the valuation designee, will provide the Audit Committee with a written assessment of the adequacy and effectiveness of its fair value process; and
The Audit Committee oversees the valuation designee and will report to the Board on any valuation matters requiring the Board’s attention.

The Company conducts this valuation process on a quarterly basis.
The Company applies Financial Accounting Standards Board Accounting Standards Codification 820, Fair Value Measurements (“ASC 820”), as amended, which establishes a framework for measuring fair value in accordance with U.S. GAAP and required disclosures of fair value measurements. ASC 820 determines fair value to be the price that would be received for an investment in a current sale, which assumes an orderly transaction between market participants on the measurement date. Market participants are defined as buyers and sellers in the principal or most advantageous market (which may be a hypothetical market) that are independent, knowledgeable, and willing and able to transact. In accordance with ASC 820, the Company considers its principal market to be the market that has the greatest volume and level of activity. ASC 820 specifies a fair value hierarchy that prioritizes and ranks the level of observability of inputs used in determination of fair value. In accordance with ASC 820, these levels are summarized below:
Level 1 – Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.
Level 2 – Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.
Level 3 – Valuations based on inputs that are unobservable and significant to the overall fair value measurement.
Transfers between levels, if any, are recognized at the beginning of the period in which the transfer occurs. In addition to using the above inputs in investment valuations, the Company applies the valuation policy approved by its Board that is consistent with ASC 820. Consistent with the valuation policy, the Adviser, as the valuation designee, evaluates the source of the inputs, including any markets in which its investments are trading (or any markets in which securities with similar attributes are trading), in determining fair value. When an investment is valued based on prices provided by reputable dealers or pricing services (such as broker quotes), the Adviser, as the valuation designee, subjects those prices to various criteria in making the determination as to whether a particular investment would qualify for treatment as a Level 2 or Level 3 investment. For example, the Adviser, as the valuation designee, or the independent valuation firm(s), reviews pricing support provided by dealers or pricing services in order to determine if observable market information is being used, versus unobservable inputs.
Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Company’s investments may fluctuate from period to period. Additionally, the fair value of such investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values that may ultimately be realized. Further, such investments are generally less liquid than publicly traded securities and may be subject to contractual and other restrictions on resale. If the Company were required to liquidate a portfolio investment in a forced or liquidation sale, it could realize amounts that are different from the amounts presented and such differences could be material.
5455

Blue Owl Credit Income Corp.
Notes to Consolidated Financial Statements - Continued
(Unaudited)
In addition, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the unrealized gains or losses reflected herein.

Financial and Derivative Instruments

Pursuant to ASC 815 Derivatives and Hedging, all derivative instruments entered into by the Company are designated as hedging instruments. For all derivative instruments designated as a hedge, the entire change in the fair value of the hedging instrument shall be recorded in the same line item of the Consolidated Statements of Operations as the hedged item. The Company’s derivative instruments are used to hedge the Company’s fixed rate debt, and therefore both the periodic payment and the change in fair value for the effective hedge, if applicable, will be recognized as components of interest expense in the Consolidated Statements of Operations. Fair value is estimated by discounting remaining payments using applicable current market rates, or market quotes, if available. Rule 18f-4 was adopted by the SEC in December of 2020 and became effective in August 2022. Rule 18f-4 requires BDCs that use derivatives to, among other things, comply with a value-at-risk leverage limit, adopt a derivatives risk management program, and implement certain testing and board reporting procedures. Rule 18f-4 provides that a BDC may enter into an unfunded commitment agreement that is not a derivatives transaction, such as an agreement to provide financing to a portfolio company, if the BDC has, among other things, a reasonable belief, at the time it enters into such an agreement, that it will have sufficient cash and cash equivalents to meet its obligations with respect to all of its unfunded commitment agreements, in each case as it becomes due. Pursuant to Rule 18f-4, when we trade reverse repurchase agreements or similar financing transactions, including certain tender option bonds, we need to aggregate the amount of any other senior securities representing indebtedness (e.g., bank borrowings, if applicable) when calculating our asset coverage ratio. Rule 18f-4 exempts BDCs that qualify as “limited derivatives users” from the aforementioned requirements, provided that these BDCs adopt written policies and procedures that are reasonably designed to manage the BDC’s derivatives risks and comply with certain recordkeeping requirements. The Company currently qualifies as a “limited derivatives user” and expects to continue to do so. The Company adopted a derivatives policy by Rule 18f-4’s August 2022 compliance date, and complies with the recordkeeping requirements.
Foreign Currency
Foreign currency amounts are translated into U.S. dollars on the following basis:
cash, fair value of investments, outstanding debt, other assets and liabilities: at the spot exchange rate on the last business day of the period; and
purchases and sales of investments, borrowings and repayments of such borrowings, income and expenses: at the rates of exchange prevailing on the respective dates of such transactions.
The Company includes net changes in fair values on investments held resulting from foreign exchange rate fluctuations with the change in unrealized gains (losses) on translation of assets and liabilities in foreign currencies on the Consolidated Statements of Operations. The Company’s current approach to hedging the foreign currency exposure in its non-U.S. dollar denominated investments is primarily to borrow the par amount in local currency under the Company’s Revolving Credit Facility and SPV Asset Facilities to fund these investments. Fluctuations arising from the translation of foreign currency borrowings are included with the net change in unrealized gains (losses) on translation of assets and liabilities in foreign currencies on the Consolidated Statements of Operations.
Investments denominated in foreign currencies and foreign currency transactions may involve certain considerations and risks not typically associated with those of domestic origin, including unanticipated movements in the value of the foreign currency relative to the U.S. dollar.

Interest and Dividend Income Recognition

Interest income is recorded on the accrual basis and includes accretion and amortization of discounts or premiums. Certain investments may have contractual payment-in-kind (“PIK”) interest or dividends. PIK interest and dividends represent accrued interest or dividends that are added to the principal amount or liquidation amount of the investment on the respective interest or dividend payment dates rather than being paid in cash and generally becomes due at maturity or at the occurrence of a liquidation event. For the three and sixnine months ended JuneSeptember 30, 2023, PIK interest and PIK dividend income earned was $34.3$35.7 million and $67.4$103.0 million representing 9.4%8.7% and 10.1%9.6% of total investment income, respectively. For the three and sixnine months ended JuneSeptember 30, 2022, PIK interest and PIK dividend income earned was $13.0$25.4 million and $20.8$46.2 million representing 10.1%12.4% and 10.5%11.4% of total investment income, respectively.
56

Blue Owl Credit Income Corp.
Notes to Consolidated Financial Statements - Continued
(Unaudited)
Discounts and premiums to par value on securities purchased are amortized into interest income over the contractual life of the respective security using the effective yield method. The amortized cost of investments represents the original cost adjusted for the amortization and accretion of discounts 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 the Company believes PIK interest is not expected to be realized, the investment generating PIK interest will be placed on non-accrual status. When a PIK investment is placed on non-accrual status, the accrued, uncapitalized interest or dividends are generally reversed through interest income. Non-accrual loans are restored to accrual status when past due principal and interest is paid current and, in
55

Blue Owl Credit Income Corp.
Notes to Consolidated Financial Statements - Continued
(Unaudited)
management’s judgment, are likely to remain current. Management may make exceptions to this treatment and determine to not place a loan on non-accrual status if the loan has sufficient collateral value and is in the process of collection.
Dividend income on preferred equity securities is recorded on the accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity securities is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly-traded portfolio companies.
Other Income 
From time to time, the Company may receive fees for services provided to portfolio companies. These fees are generally only available to the Company as a result of closing investments, are generally paid at the closing of the investments, are generally non-recurring and are recognized as revenue when earned upon closing of the investment. The services that the Adviser provides vary by investment, but can include closing, work, diligence or other similar fees and fees for providing managerial assistance to the Company’s portfolio companies.
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. Expenses for any additional offerings are deferred and amortized as incurred. These expenses consist primarily of legal fees and other costs incurred in connection with the Company’s share offerings, the preparation of the Company’s registration statement, and registration fees.
Debt Issuance Costs
The Company records origination and other expenses related to its debt obligations as debt issuance costs. These expenses are deferred and amortized utilizing the effective yield method, over the life of the related debt instrument. Debt issuance costs are presented on the Consolidated Statements of Assets and Liabilities as a direct deduction from the debt liability. In circumstances in which there is not an associated debt liability amount recorded in the consolidated financial statements when the debt issuance costs are incurred, such debt issuance costs will be reported on the Consolidated Statements of Assets and Liabilities as an asset until the debt liability is recorded.
Reimbursement of Transaction-Related Expenses
The Company may receive reimbursement for certain transaction-related expenses in pursuing investments. Transaction-related expenses, which are generally expected to be reimbursed by the Company’s portfolio companies, are typically deferred until the transaction is consummated and are recorded in prepaid expenses and other assets on the date incurred. The costs of successfully completed investments not otherwise reimbursed are borne by the Company and are included as a component of the investment’s cost basis.
Cash advances received in respect of transaction-related expenses are recorded as cash with an offset to accrued expenses and other liabilities. Accrued expenses and other liabilities are relieved as reimbursable expenses are incurred.

Income Taxes

The Company has elected to be treated as a RIC under the Code beginning with the taxable year ended December 31, 2020 and intends to qualify as a RIC annually. So long as the Company obtains and maintains its tax treatment as a RIC, it generally will not pay U.S. federal income taxes at corporate rates on any ordinary income or capital gains that it distributes at least annually to its
57

Blue Owl Credit Income Corp.
Notes to Consolidated Financial Statements - Continued
(Unaudited)
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
56

Blue Owl Credit Income Corp.
Notes to Consolidated Financial Statements - Continued
(Unaudited)
preceding years that were not distributed during such years. The Company, at its discretion, may carry forward taxable income in excess of calendar year dividends and pay a 4% nondeductible U.S. federal excise tax on this income.

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

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

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 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. In addition, the Board may consider the level of undistributed taxable income carried forward from the prior year for distribution in the current year. Net realized long-term capital gains, if any, would be generally distributed at least annually although the Company may decide to retain such capital gains for investment.

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 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.

New Accounting Pronouncements

58

Blue Owl Credit Income Corp.
Notes to Consolidated Financial Statements - Continued
(Unaudited)
In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848),” which provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts, hedging relationships, and other transactions that reference London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. In January 2021, the FASB issued ASU No. 2021-01, “Reference Rate Reform (Topic 848),” which expanded the scope of Topic 848 to include derivative instruments impacted by discounting transition. In December 2022, the FASB issued ASU No. 2022-06, “Reference Rate Reform (Topic 848),” which extended the transition period provided under ASU No. 2020-04 and 2021-01 for all entities from December 31, 2022 to December 31, 2024. ASU No. 2021-01 provides increased clarity as the Company continues to evaluate the transition of reference rates and is currently evaluating the impact of adopting ASU No. 2020-04, 2021-01, and 2022-06 on the consolidated financial statements.

57

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

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

Note 3. Agreements and Related Party Transactions

As of JuneSeptember 30, 2023, the Company had payables to affiliates of $39.2$41.7 million, primarily comprised of $27.6$30.8 million of accrued performance based incentive fees, $6.5$7.5 million of management fees, and $5.1$3.4 million of costs and expenses reimbursable to the Adviser pursuant to the Administration Agreement. As of December 31, 2022, the Company had payables to affiliates of $32.6 million, primarily comprised of $19.4 million of accrued performance based incentive fees, $5.2 million of management fees, $6.8 million of expense support reimbursement, and $1.2 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. Under the terms of the Administration Agreement, the Adviser performs, or oversees the performance of, required administrative services, which include providing office space, equipment and office services, maintaining financial records, preparing reports to shareholders and reports filed with the SEC, and managing the payment of expenses, and the performance of administrative and professional services rendered by others.

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

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

Unless earlier terminated as described below, the Administration Agreement will remain in effect for two years from the date it first became effective, and will remain in effect 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. On May 8, 2023, the Board approved the continuation of the Administration Agreement.

59

Blue Owl Credit Income Corp.
Notes to Consolidated Financial Statements - Continued
(Unaudited)
The Administration Agreement may be terminated at any time, without the payment of any penalty, upon 60 days’ written notice, by the vote of a majority of the outstanding voting securities of the Company (as defined in the 1940 Act), or by the vote of a majority of the Board or by the Adviser.

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

58

Blue Owl Credit Income Corp.
Notes to Consolidated Financial Statements - Continued
(Unaudited)
For the three and sixnine months ended JuneSeptember 30, 2023, the Company incurred expenses of approximately $0.9$1.0 million and $1.9$2.9 million, respectively, for costs and expenses reimbursable to the Adviser under the terms of the Administration Agreement. For the three and sixnine months ended JuneSeptember 30, 2022, the Company incurred expenses of approximately $1.0 million and $2.0$3.0 million, respectively, for costs and expenses reimbursable to the Adviser under the terms of the Administration Agreement.

Investment Advisory Agreement

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

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

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 will remain in effect for 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. On May 8, 2023, the Board approved the continuation of the Investment Advisory Agreement.

The Investment Advisory Agreement will automatically terminate within the meaning of the 1940 Act and related SEC guidance and interpretations in the event of its assignment. In accordance with the 1940 Act, without payment of penalty, the Company may terminate the Investment Advisory Agreement with the Adviser upon 60 days’ written notice. The decision to terminate the agreement may be made by a majority of the Board 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. On September 30, 2020 and February 23, 2021, the Adviser agreed to waive 100% of the base management fee for the quarters ended
December 31, 2020 and March 31, 2021, respectively. Any portion of management fees waived shall not be subject to recoupment.

For the three and sixnine months ended JuneSeptember 30, 2023, management fees were $18.9$21.5 million and $35.8$57.3 million, respectively. For the three and sixnine months ended JuneSeptember 30, 2022, management fees were $9.3$12.7 million and $14.9$27.6 million, respectively.

60

Blue Owl Credit Income Corp.
Notes to Consolidated Financial Statements - Continued
(Unaudited)
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.

The incentive fee on income will be calculated and payable quarterly in arrears and will be based upon the Company’s pre- 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.
59

Blue Owl Credit Income Corp.
Notes to Consolidated Financial Statements - Continued
(Unaudited)

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 Gains Incentive 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 sixnine months ended JuneSeptember 30, 2023, the Company incurred performance based incentive fees on net investment income of $27.6$30.8 million and $51.2$82.1 million, respectively. For the three and sixnine months ended JuneSeptember 30, 2022, the Company incurred performance based incentive fees on net investment income of $9.5$15.1 million and $14.9$30.1 million, respectively.

For the three and sixnine months ended JuneSeptember 30, 2023 and 2022, the Company did not incur performance based incentive fees based on capital gains. For the sixnine months ended JuneSeptember 30, 2022, the Company recorded a reversal of previously recorded performance based incentive fees based on capital gains of $0.6 million.

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,
61

Blue Owl Credit Income Corp.
Notes to Consolidated Financial Statements - Continued
(Unaudited)
including the cost of any third-party valuation services; the cost of effecting any sales and repurchases of the common stock and other securities; fees and expenses payable under any dealer manager agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred by the Adviser, or members of the Investment Team, or payable to third parties, performing due diligence on prospective portfolio companies and, if necessary, enforcing the Company’s rights; escrow agent, transfer agent and custodial fees and expenses; fees and expenses associated with marketing efforts; federal and state registration fees, any stock exchange listing fees and fees payable to rating agencies; federal, state and local taxes; independent directors’ fees and expenses, including certain travel expenses; costs of preparing financial statements and maintaining books and records and filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, including registration fees, listing fees and licenses, and the compensation of professionals responsible for the preparation of the foregoing; the costs of any reports, proxy statements or other notices to shareholders (including printing and mailing costs); the costs of any shareholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; fidelity bond, directors and
60

Blue Owl Credit Income Corp.
Notes to Consolidated Financial Statements - Continued
(Unaudited)
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 sixnine months ended JuneSeptember 30, 2023, subject to the 1.5% organization and offering cost cap and the re-categorization of certain expenses as servicing fees, the Company accrued $0.1 million and $0.3$0.4 million, respectively, of initial organization and offering expenses that are reimbursable to the Adviser.

For the three and sixnine months ended JuneSeptember 30, 2022, subject to the 1.5% organization and offering cost cap, the Company did not accrue anyaccrued less than $0.1 million of initial organization and offering expenses that are reimbursable to the Adviser.

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

The Adviser is affiliated with Blue Owl Technology Credit Advisors LLC (“OTCA”), Blue Owl Technology Credit Advisors II LLC ("OTCA II"), Blue Owl Credit Private Fund Advisors LLC (“OPFA”) and Blue Owl Diversified Credit Advisors LLC (“ODCA” together with OTCA, OTCA II, OPFA and the Adviser, the "Blue Owl Advisers"), which are also registered investment advisers. The Blue Owl Credit Advisers are affiliates of Blue Owl and comprise part of Blue Owl's Credit platform, which focuses on direct lending.
62

Blue Owl Credit Income Corp.
Notes to Consolidated Financial Statements - Continued
(Unaudited)
The Blue Owl Credit Advisers’ allocation policy seeks to ensure equitable allocation of investment opportunities over time between the Company and other funds managed by the Adviser or its affiliates. As a result of the Order, there could be significant overlap in the Company’s investment portfolio and the investment portfolio of the business development companies, private funds and separately managed accounts managed by the Blue Owl Credit Advisers (collectively the "Blue Owl Credit Clients") and/or other funds managed by the Adviser or its affiliates that could avail themselves of the Order and that have an investment objective similar to the Company's.

Dealer Manager Agreement

The Company has entered into a dealer manager agreement (the “Dealer Manager Agreement”) with 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
61

Blue Owl Credit Income Corp.
Notes to Consolidated Financial Statements - Continued
(Unaudited)
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 sixnine months ended JuneSeptember 30, 2023, the Company paid servicing fees with respect to Class D shares of $0.3$0.4 million and $0.6$1.0 million, respectively. For the three and sixnine months ended JuneSeptember 30, 2023, the Company paid servicing fees with respect to Class S shares of $4.6$5.3 million and $8.6$13.9 million, respectively.

For the three and sixnine months ended JuneSeptember 30, 2022, the Company paid servicing fees with respect to Class D shares of $0.2 million and $0.4$0.6 million, respectively. For the three and sixnine months ended JuneSeptember 30, 2022, the Company paid servicing fees with respect to Class S shares of $2.7$3.3 million and $4.5$7.8 million, respectively.

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 its 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 its offering (excluding proceeds from issuances pursuant to its 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.

63

Blue Owl Credit Income Corp.
Notes to Consolidated Financial Statements - Continued
(Unaudited)
Expense Support and Conditional Reimbursement Agreement

On September 30, 2020, the Company 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 represented 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 and was terminated by the Adviser on March 7, 2023.

Pursuant to the Expense Support Agreement, prior to its termination on March 7, 2023, on a quarterly basis, the Adviser reimbursed the Company for “Operating Expenses” (as defined below) in an amount equal to the excess of the Company’s cumulative distributions paid to the Company’s shareholders in each quarter over “Available Operating Funds” (as defined below) received by the
62

Blue Owl Credit Income Corp.
Notes to Consolidated Financial Statements - Continued
(Unaudited)
Company on account of its investment portfolio during such quarter. Any payments that the Adviser was required to make pursuant to the preceding sentence are referred to herein as an “Expense Payment”.

Under the Expense Support Agreement, “Operating Expenses” was defined as 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” was defined as 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 Expense Payments under the Expense Support Agreement automatically became a liability of the Adviser and the right to such Expense Payment was an asset of the Company’s on the last business day of the applicable quarter. The Expense Payment for any quarter was paid by the Adviser to the Company in any combination of cash or other immediately available funds, and/or offset against amounts due from the Company to the Adviser no later than the earlier of (i) the date on which the Company closes its books for such quarter, or (ii) forty-five days after the end of such quarter.

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

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

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

64

Blue Owl Credit Income Corp.
Notes to Consolidated Financial Statements - Continued
(Unaudited)
The specific amount of expenses reimbursed by the Adviser, if any, will be determined at the end of each quarter. The Company's obligation to make Reimbursement Payments, subject to the conditions above, survives the termination of the Expense Support Agreement. There are no Reimbursement Payments conditionally due from the Company to the Adviser.

Prior to termination of the Expense Support Agreement, Expense Support Payments provided by the Adviser since inception was $9.4 million. All Expense Support Payments were repaid prior to termination.

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. The Company did not receive any expense support post year end/prior to termination of the Expense Support Agreement.
63

Blue Owl Credit Income Corp.
Notes to Consolidated Financial Statements - Continued
(Unaudited)
For the Quarter Ended    Amount of Expense SupportRecoupment of Expense SupportUnreimbursed 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, 20249.47 %
June 30, 20211,756 1,756 — 6.6 %June 30, 20242.43 %
March 31, 20224,062 — 4,062 7.2 %March 31, 20250.67 %
June 30, 20222,713 — 2,713 7.4 %June 30, 20250.67 %
September 30, 2022— — — 8.3 %September 30, 20250.72 %
December 31, 2022— 6,775 (6,775)8.8 %December 31, 20250.62 %
Total$9,353 $9,353 $— 
_______________
(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)The operating expense ratio is calculated by dividing annualized operating expenses, less organizational and offering expenses, base management and incentive fees owed to the Adviser, and interest expense, by the Company’s net assets.

License Agreement

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

Promissory Note

The Company as borrower, entered into a Loan Agreement as amended and restated through the date hereof (the "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 $250 million from Feeder FIC Debt. 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.

Controlled/Affiliated Portfolio Companies

Under the 1940 Act, the Company is required to separately identify non-controlled investments where it owns 5% or more of a portfolio company’s outstanding voting securities and/or has the power to exercise control over the management or policies of such portfolio company as investments in “affiliated” companies. In addition, under the 1940 Act, the Company is required to separately identify investments where it owns more than 25% of a portfolio company’s outstanding voting securities and/or has the power to exercise control over the management or policies of such portfolio company as investments in “controlled” companies. Under the 1940 Act, “non-affiliated investments” are defined as investments that are neither controlled investments nor affiliated investments.
65

Blue Owl Credit Income Corp.
Notes to Consolidated Financial Statements - Continued
(Unaudited)
Detailed information with respect to the Company’s non-controlled, non-affiliated; non-controlled, affiliated; and controlled affiliated investments is contained in the accompanying consolidated financial statements, including the consolidated schedule of investments.

The Company has made investments in controlled, affiliated companies, including OCIC SLF, Amergin AssetCo, and Fifth Season Investments LLC ("Fifth Season"). For further description of OCIC SLF see "Note 4 Investments". The Company has also made investments in a non-controlled, affiliated company, LSI Financing 1 DAC ("LSI Financing").

Amergin AssetCo was created to invest in a leasing platform focused on railcar and aviation assets. Amergin consists of Amergin AssetCo and Amergin Asset Management LLC, which has entered into a Servicing Agreement with Amergin AssetCo. The Company made a $90.0 million equity commitment to Amergin AssetCo on July 1, 2022. The Company increased its commitment to Amergin AssetCo on July 28, 2023 to $110.0 million, of which $74.4 million is equity and $35.6 million is debt. The Company's investments in Amergin are co-investments made with the Company's affiliates in accordance with the terms of the exemptive relief that the Company received from the SEC. The Company does not consolidate its equity interest in Amergin AssetCo.
64

Blue Owl Credit Income Corp.
Notes to Consolidated Financial Statements - Continued
(Unaudited)

Fifth Season is a portfolio company created to invest in life settlement assets. On July 18, 2022, the Company made a $15.9 million equity commitment to Fifth Season. The Company increasedhas made periodic increases to its commitment toinvestment in Fifth Season, on October 17, 2022, November 9, 2022, November 15, 2022, November 29, 2022, February 9, 2023, May 3, 2023, June 1, 2023, June 13, 2023 and June 20, 2023 by $73.6 million, $1.7 million, $7.3 million, $7.0 million, $5.3 million, $5.3 million, $3.5 million, $3.5including $12.3 million and $3.5$33.3 million during the three and nine months ended September 30, 2023, respectively. The Company's investment in Fifth Season is a co-investment with its affiliates in accordance with the terms of the exemptive relief that the Company received from the SEC. The Company does not consolidate its equity interest in Fifth Season.

LSI Financing is a portfolio company formed to acquire contractual rights to revenue pursuant to earnout agreements generally in the life sciences space. On December 14, 2022, the Company made a $6.2 million equity commitment to LSI Financing. The Company increasedhas made periodic increases to its commitment toinvestment in LSI Financing, on February 17, 2023, February 24, 2023, and March 16, 2023 by $2.8including $73.1 million $0.3 million, and $69.9 million, respectively.during the nine months ended September 30, 2023. The Company's investment in LSI Financing is a co-investment made with the Company's affiliates in accordance with the terms of the exemptive relief that the Company received from the SEC. The Company does not consolidate its equity interest in LSI Financing.

Note 4. Investments

Investments at fair value and amortized cost consisted of the below as of the following periods:

June 30, 2023December 31, 2022September 30, 2023December 31, 2022
($ in thousands)($ in thousands)Amortized CostFair ValueAmortized CostFair Value($ in thousands)Amortized CostFair ValueAmortized CostFair Value
First-lien senior secured debt investments(1)First-lien senior secured debt investments(1)$10,508,752 $10,510,930 $8,499,854 $8,448,540 First-lien senior secured debt investments(1)$11,650,727 $11,669,133 $8,499,854 $8,448,540 
Second-lien senior secured debt investmentsSecond-lien senior secured debt investments1,207,682 1,156,422 1,203,388 1,142,862 Second-lien senior secured debt investments1,180,700 1,148,915 1,203,388 1,142,862 
Unsecured debt investmentsUnsecured debt investments231,273 227,659 221,564 211,328 Unsecured debt investments236,028 229,581 221,564 211,328 
Preferred equity investments(1)(2)
Preferred equity investments(1)(2)
661,110 652,907 510,033 500,023 
Preferred equity investments(1)(2)
661,628 657,408 510,033 500,023 
Common equity investments(2)(3)
Common equity investments(2)(3)
301,207 325,496 248,176 264,437 
Common equity investments(2)(3)
368,111 397,471 248,176 264,437 
Joint ventures(3)(5)
Joint ventures(3)(5)
222,933 226,230 141,777 140,394 
Joint ventures(3)(5)
257,933 264,772 141,777 140,394 
Total InvestmentsTotal Investments$13,132,957 $13,099,644 $10,824,792 $10,707,584 Total Investments$14,355,127 $14,367,280 $10,824,792 $10,707,584 
_______________
(1)Includes debt investment in Amergin AssetCo.
(2)Includes equity investment in LSI Financing.
(2)(3)Includes equity investment in Amergin AssetCo and Fifth Season.
(3)(4)Includes equity investment in OCIC SLF. See below, within Note 4, for more information regarding OCIC SLF.
(5)This was disclosed as “Investment funds and vehicles” as of December 31, 2022.


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

June 30, 2023December 31, 2022
Advertising and media2.3 %2.8 %
Aerospace and defense0.3 0.4 
Asset based lending and fund finance(1)
1.2 1.2 
Automotive1.1 1.4 
Buildings and real estate4.1 4.0 
Business services6.6 7.3 
Chemicals1.6 1.7 
Consumer products2.6 2.4 
Containers and packaging3.3 3.6 
Distribution2.5 2.3 
Education1.2 1.4 
Energy equipment and services— 0.1 
Financial services1.9 2.6 
Food and beverage4.8 5.8 
Healthcare equipment and services3.9 3.9 
September 30, 2023December 31, 2022
Advertising and media2.2 %2.8 %
Aerospace and defense0.4 0.4 
Asset based lending and fund finance(1)
1.6 1.2 
Automotive1.1 1.4 
6566

Blue Owl Credit Income Corp.
Notes to Consolidated Financial Statements - Continued
(Unaudited)
June 30, 2023December 31, 2022September 30, 2023December 31, 2022
Buildings and real estateBuildings and real estate3.8 4.0 
Business servicesBusiness services6.6 7.3 
ChemicalsChemicals1.3 1.7 
Consumer productsConsumer products2.3 2.4 
Containers and packagingContainers and packaging3.1 3.6 
DistributionDistribution2.3 2.3 
EducationEducation0.9 1.4 
Energy equipment and servicesEnergy equipment and services— 0.1 
Financial servicesFinancial services3.9 2.6 
Food and beverageFood and beverage4.5 5.8 
Healthcare equipment and servicesHealthcare equipment and services4.7 3.9 
Healthcare providers and servicesHealthcare providers and services13.1 14.4 Healthcare providers and services12.2 14.4 
Healthcare technologyHealthcare technology4.9 5.2 Healthcare technology4.6 5.2 
Household productsHousehold products2.3 2.4 Household products2.1 2.4 
Human resource support servicesHuman resource support services0.9 1.1 Human resource support services1.0 1.1 
Infrastructure and environmental servicesInfrastructure and environmental services1.3 0.9 Infrastructure and environmental services1.9 0.9 
Insurance(2)
Insurance(2)
10.0 9.7 
Insurance(2)
10.4 9.7 
Internet software and servicesInternet software and services13.4 13.6 Internet software and services12.8 13.6 
Joint ventures(3)
1.7 1.3 
Joint ventures(3)(5)
Joint ventures(3)(5)
1.8 1.3 
Leisure and entertainmentLeisure and entertainment1.1 1.2 Leisure and entertainment1.0 1.2 
ManufacturingManufacturing5.0 3.0 Manufacturing4.9 3.0 
Pharmaceuticals(4)
Pharmaceuticals(4)
0.6 — 
Pharmaceuticals(4)
0.5 — 
Professional servicesProfessional services4.7 2.8 Professional services4.5 2.8 
Specialty retailSpecialty retail2.5 3.2 Specialty retail2.2 3.2 
TelecommunicationsTelecommunications0.1 — Telecommunications0.5 — 
TransportationTransportation1.0 0.3 Transportation0.9 0.3 
TotalTotal100.0 %100.0 %Total100.0 %100.0 %
_______________
(1)Includes equity investment in Amergin AssetCo.
(2)Includes equity investment in Fifth Season Investments LLC.
(3)Includes equity investment in OCIC SLF. See below, within Note 4, for more information regarding OCIC SLF.
(4)Includes equity investment in LSI Financing.
(5)This was disclosed as “Investment funds and vehicles” as of December 31, 2022.


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

June 30, 2023December 31, 2022September 30, 2023December 31, 2022
United States:United States:United States:
MidwestMidwest19.1 %20.4 %Midwest20.3 %20.4 %
NortheastNortheast18.6 20.0 Northeast18.6 20.0 
SouthSouth34.7 29.7 South34.1 29.7 
WestWest18.8 20.7 West17.4 20.7 
InternationalInternational8.8 9.2 International9.6 9.2 
TotalTotal100.0 %100.0 %Total100.0 %100.0 %



67

Blue Owl Credit Income Corp.
Notes to Consolidated Financial Statements - Continued
(Unaudited)
OCIC SLF

Blue Owl Credit Income Senior Loan Fund LLC (fka ORCIC Senior Loan Fund LLC) ("OCIC SLF"), a Delaware limited liability company, was formed as a wholly-owned subsidiary of the Company and commenced operations on February 14, 2022. On November 2, 2022, the Company and State Teachers Retirement System of Ohio ("OSTRS" and together with the Company, the "Members" and each, a "Member") entered into an Amended and Restated Limited Liability Company Agreement to co-manage OCIC SLF as a joint-venture. OCIC SLF’s principal purpose is to make investments, primarily in senior secured loans that are made to middle market companies, broadly syndicated loans and in senior and subordinated notes issued by collateralized loan obligations. The Company and OSTRS have agreed to contribute $437.5 million and $62.5 million, respectively, to OCIC SLF. The Company and OSTRS have a 87.5% and 12.5% economic ownership, respectively, in OCIC SLF. Except under certain circumstances, contributions to OCIC SLF cannot be redeemed. OCIC SLF is managed by a board consisting of an equal number of representatives appointed by each Member and which acts unanimously. Investment decisions must be approved unanimously by an investment committee consisting of an equal number of representative appointed by each Member.

The Company has determined that OCIC SLF is an investment company under Accounting Standards Codification (“ASC”) 946, however, in accordance with such guidance, the Company will generally not consolidate its investment in a company other than a
66

Blue Owl Credit Income Corp.
Notes to Consolidated Financial Statements - Continued
(Unaudited)
wholly owned investment company subsidiary or a controlled operating company whose business consists of providing services to the Company. Accordingly, the Company does not consolidate its non-controlling interest in OCIC SLF.

As of JuneSeptember 30, 2023 and December 31, 2022, OCIC SLF had total investments in senior secured debt at fair value, as determined by an independent valuation firm, of $789.8$937.8 million and $506.2 million, respectively. The determination of fair value is in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification 820, Fair Value Measurements (“ASC 820”), as amended; however, such fair value is not included in our valuation process. The following table is a summary of OCIC SLF’s portfolio as well as a listing of the portfolio investments in OCIC SLF's portfolio as the following periods:

($ in thousands)($ in thousands)June 30, 2023December 31, 2022($ in thousands)September 30, 2023December 31, 2022
Total senior secured debt investments(1)
Total senior secured debt investments(1)
$809,964 $529,463 
Total senior secured debt investments(1)
$953,942 $529,463 
Weighted average spread over base rate(1)
Weighted average spread over base rate(1)
3.8 %4.4 %
Weighted average spread over base rate(1)
3.8 %4.4 %
Number of portfolio companiesNumber of portfolio companies142 74 Number of portfolio companies176 74 
Largest funded investment to a single borrower(1)
Largest funded investment to a single borrower(1)
$14,493 $14,547 
Largest funded investment to a single borrower(1)
$14,457 $14,547 
________________
(1)At par.


Blue Owl Credit Income Senior Loan Fund's Portfolio as of June 30, 2023
($ in thousands)
(Unaudited)
Company(1)(2)(4)InvestmentInterestMaturity
Date
Par /
Units
Amortized
Cost(3)
Fair
Value
Percentage of Members’ Equity
Debt Investments(5)
Aerospace and defense
American Airlines, Inc.(11)First lien senior secured loanSR +2.75%02/2028$2,000 $1,964 $1,961 0.8 %
Avolon TLB Borrower 1 (US) LLC(9)First lien senior secured loanSR +2.50%06/20288,000 7,920 7,990 3.0 %
Bleriot US Bidco Inc.(10)First lien senior secured loanSR +4.00%10/20265,246 5,164 5,238 2.0 %
Peraton Corp.(9)First lien senior secured loanSR +3.75%02/20287,532 7,277 7,385 2.9 %
Transdigm, Inc.(10)First lien senior secured loanSR +3.25%08/20283,990 3,982 3,986 1.5 %
Transdigm, Inc.(10)First lien senior secured loanSR +3.25%02/20272,985 2,933 2,985 1.2 %
29,753 29,240 29,545 11.4 %
Automotive
Belron Finance US LLC(10)First lien senior secured loanSR +2.75%04/2029$2,500 $2,488 $2,499 0.9 %
PAI Holdco, Inc.(7)First lien senior secured loanL +3.75%10/20276,595 6,130 6,096 2.4 %
9,095 8,618 8,595 3.3 %
Buildings and real estate
CPG International LLC(9)First lien senior secured loanSR +2.50%04/2029$6,924 $6,889 $6,887 2.7 %
Beacon Roofing Supply, Inc.(6)First lien senior secured loanL +2.25%05/20283,486 3,482 3,473 1.3 %
Cushman & Wakefield U.S. Borrower, LLC(9)First lien senior secured loanSR +2.75%08/20252,000 1,967 1,980 0.8 %
Dodge Construction Network, LLC(10)(12)First lien senior secured loanSR +4.75%02/20295,247 4,915 4,198 1.6 %
GYP Holdings III Corp.(10)(12)First lien senior secured loanSR +3.00%05/20302,000 1,990 2,000 0.8 %
RealPage, Inc.(9)First lien senior secured loanSR +3.00%04/202810,493 9,924 10,255 3.9 %
Wrench Group LLC(10)First lien senior secured loanSR +4.00%04/20269,710 9,693 9,593 3.7 %
39,860 38,860 38,386 14.8 %
Business services
Prime Security Services Borrower, LLC(6)First lien senior secured loanL +2.75%09/2026$1,990 $1,961 $1,988 0.8 %
BrightView Landscapes, LLC(10)First lien senior secured loanSR +3.25%04/202910,486 10,201 10,319 4.0 %
ConnectWise, LLC(6)First lien senior secured loanL +3.50%09/202810,493 9,951 10,199 3.9 %
IDEMIA Group SAS(10)(12)First lien senior secured loanSR +4.75%09/20282,000 1,975 1,975 0.8 %
Packers Holdings, LLC(9)First lien senior secured loanSR +3.25%03/20286,159 5,693 4,248 1.6 %
Brown Group Holdings, LLC(10)First lien senior secured loanSR +3.75%07/20293,512 3,478 3,503 1.4 %
Sitel Worldwide Corp.(6)First lien senior secured loanL +3.75%08/20286,975 6,868 6,806 2.6 %
VM Consolidated, Inc.(9)First lien senior secured loanSR +3.25%03/20282,419 2,396 2,419 0.9 %
44,034 42,523 41,457 16.0 %
67

Blue Owl Credit Income Corp.
Notes to Consolidated Financial Statements - Continued
(Unaudited)
Blue Owl Credit Income Senior Loan Fund's Portfolio as of June 30, 2023
($ in thousands)
(Unaudited)
Company(1)(2)(4)InvestmentInterestMaturity
Date
Par /
Units
Amortized
Cost(3)
Fair
Value
Percentage of Members’ Equity
Chemicals
Aruba Investments Holdings, LLC (dba Angus Chemical Company)(9)(12)First lien senior secured loanSR +4.75%11/2027$2,985 $2,796 $2,925 1.1 %
Axalta Coating Systems US Holdings Inc.(10)First lien senior secured loanSR +3.00%12/20294,613 4,571 4,618 1.7 %
Cyanco Intermediate 2 Corp.(9)(12)First lien senior secured loanSR +4.75%07/20283,000 2,910 2,910 1.1 %
H.B. Fuller Company(9)First lien senior secured loanSR +2.50%02/20301,995 1,995 2,000 0.8 %
Ineos US Petrochem LLC(9)(12)First lien senior secured loanSR +3.75%03/20302,000 1,980 1,990 0.8 %
Ineos US Finance LLC(9)First lien senior secured loanSR +3.50%02/20302,000 1,981 1,987 0.8 %
Ineos US Finance LLC(9)First lien senior secured loanSR +3.75%11/20272,993 2,895 2,979 1.2 %
Nouryon Finance B.V.(10)First lien senior secured loanSR +4.00%04/20282,000 1,981 1,979 0.8 %
Blue Tree Holdings, Inc.(10)First lien senior secured loanSR +2.50%03/20283,985 3,948 3,908 1.5 %
Windsor Holdings III LLC(10)First lien senior secured loanSR +4.50%06/20305,000 4,900 4,908 1.9 %
30,571 29,957 30,204 11.7 %
Consumer products
Olaplex, Inc.(9)First lien senior secured loanSR +3.50%02/2029$5,247 $4,892 $4,893 1.9 %
5,247 4,892 4,893 1.9 %
Containers and packaging
Berlin Packaging L.L.C.(7)First lien senior secured loanL +3.75%03/2028$11,548 $11,128 $11,339 4.4 %
BW Holding, Inc.(10)(12)First lien senior secured loanSR +4.00%12/20287,728 7,608 7,046 2.7 %
Charter NEX US, Inc.(9)First lien senior secured loanSR +3.75%12/20274,974 4,929 4,931 1.9 %
Valcour Packaging, LLC(8)First lien senior secured loanL +3.75%10/20289,875 9,856 8,300 3.2 %
Ring Container Technologies Group, LLC(9)First lien senior secured loanSR +3.50%08/20289,713 9,552 9,662 3.8 %
Trident TPI Holdings, Inc.(10)First lien senior secured loanSR +4.50%09/20284,000 3,883 3,939 1.5 %
Tricorbraun Holdings, Inc.(9)First lien senior secured loanSR +3.25%03/202810,493 9,989 10,201 3.9 %
58,331 56,945 55,418 21.4 %
Distribution
Dealer Tire, LLC(9)First lien senior secured loanSR +4.50%12/2027$3,939 $3,875 $3,920 1.5 %
BCPE Empire Holdings, Inc. (dba Imperial-Dade)(9)First lien senior secured loanSR +4.75%12/20285,292 5,240 5,273 2.1 %
SRS Distribution, Inc.(6)First lien senior secured loanL +3.50%06/202810,520 9,844 10,204 3.9 %
White Cap Supply Holdings, LLC(9)First lien senior secured loanSR +3.75%10/202710,520 10,018 10,412 4.0 %
30,271 28,977 29,809 11.5 %
Education
Sophia, L.P.(9)(12)First lien senior secured loanSR +4.25%10/2027$9,713 $9,696 $9,689 3.7 %
Severin Acquisition, LLC (dba Powerschool)(10)First lien senior secured loanSR +3.00%08/20254,872 4,799 4,867 2.0 %
Renaissance Learning, Inc.(10)First lien senior secured loanSR +4.75%05/20253,500 3,404 3,452 1.3 %
18,085 17,899 18,008 7.0 %
Energy equipment and services
AMG Advanced Metallurgical Group N.V(9)First lien senior secured loanSR +3.50%11/2028$3,448 $3,423 $3,430 1.3 %
AZZ Inc.(9)First lien senior secured loanSR +4.25%05/20297,925 7,864 7,923 3.1 %
Pike Corp.(9)First lien senior secured loanSR +3.00%01/20289,800 9,624 9,749 3.8 %
Brookfield WEC Holdings Inc.(9)First lien senior secured loanSR +3.75%08/20253,474 3,453 3,473 1.3 %
24,647 24,364 24,575 9.5 %
Financial services
Acuris Finance US, Inc. (ION Analytics) (10)First lien senior secured loanSR +4.00%02/2028$4,500 $4,406 $4,437 1.7 %
AllSpring Buyer(10)First lien senior secured loanSR +3.75%11/20284,963 4,903 4,938 1.9 %
Deerfield Dakota Holdings(10)First lien senior secured loanSR +3.75%04/20277,869 7,525 7,622 2.9 %
The Edelman Financial Engines Center, LLC(6)First lien senior secured loanL +3.75%04/20283,980 3,893 3,874 1.5 %
Focus Financial Partners, LLC(9)First lien senior secured loanSR +3.25%06/20284,963 4,884 4,918 1.9 %
Blue Owl Credit Income Senior Loan Fund's Portfolio as of September 30, 2023
($ in thousands)
(Unaudited)
Company(1)(2)(4)InvestmentInterestMaturity
Date
Par /
Units
Amortized
Cost(3)
Fair
Value
Percentage of Members’ Equity
Debt Investments(5)
Aerospace and defense
American Airlines, Inc.(7)First lien senior secured loanSR +2.75%02/2028$1,980 $1,945 $1,964 0.6 %
Avolon TLB Borrower 1 (US) LLC(6)First lien senior secured loanSR +2.50%06/20287,980 7,903 7,973 2.7 %
Barnes Group, Inc.(6)First lien senior secured loanSR +3.00%08/20306,500 6,452 6,503 2.1 %
Bleriot US Bidco, Inc.(7)First lien senior secured loanSR +4.00%10/20285,942 5,859 5,942 2.0 %
Dynasty Acquisition Co., Inc. (dba StandardAero Limited)(6)First lien senior secured loanSR +4.00%08/20281,047 1,037 1,044 0.3 %
Dynasty Acquisition Co., Inc. (dba StandardAero Limited)(6)First lien senior secured loanSR +4.00%08/20282,444 2,420 2,437 0.8 %
Peraton Corp.(6)First lien senior secured loanSR +3.75%02/20287,491 7,246 7,468 2.5 %
Transdigm, Inc.(7)First lien senior secured loanSR +3.25%08/20283,980 3,972 3,979 1.3 %
Transdigm, Inc.(7)First lien senior secured loanSR +3.25%02/20272,978 2,928 2,979 1.0 %
Vertex Aerospace Services Corp. (dba V2X)(7)First lien senior secured loanSR +3.50%12/20282,992 2,989 2,991 1.0 %
43,334 42,751 43,280 14.3 %
68

Blue Owl Credit Income Corp.
Notes to Consolidated Financial Statements - Continued
(Unaudited)
Blue Owl Credit Income Senior Loan Fund's Portfolio as of June 30, 2023
($ in thousands)
(Unaudited)
Company(1)(2)(4)InvestmentInterestMaturity
Date
Par /
Units
Amortized
Cost(3)
Fair
Value
Percentage of Members’ Equity
Focus Financial Partners, LLC(10)First lien senior secured loanSR +3.50%06/20283,000 2,955 2,978 1.2 %
Guggenheim Partners Investment Management Holdings, LLC(10)First lien senior secured loanSR +3.25%12/20294,975 4,893 4,965 1.9 %
Harbourvest Partners, L.P.(10)First lien senior secured loanSR +3.00%04/20302,500 2,463 2,494 1.0 %
TMF Sapphire Bidco B.V.(10)First lien senior secured loanSR +5.00%05/20282,500 2,450 2,497 1.0 %
39,250 38,372 38,723 15.0 %
Food and beverage
Aramark Services, Inc.(9)(12)First lien senior secured loanSR +2.50%06/2030$2,000 $1,980 $1,980 0.8 %
Nomad Foods Europe Midco Ltd.(11)First lien senior secured loanSR +3.75%11/20295,000 4,812 4,994 1.9 %
Pegasus BidCo B.V.(10)(12)First lien senior secured loanSR +4.25%07/20295,473 5,316 5,199 2.0 %
Shearer's Foods, LLC(9)First lien senior secured loanSR +3.50%09/20278,762 8,207 8,642 3.3 %
Simply Good Foods USA, Inc.(9)First lien senior secured loanSR +2.50%03/20274,097 4,068 4,079 1.6 %
Naked Juice LLC (dba Tropicana)(10)First lien senior secured loanSR +3.25%01/202910,520 9,679 9,766 3.8 %
35,852 34,062 34,660 13.4 %
Healthcare equipment and services
Confluent Medical Technologies, Inc.(10)(12)First lien senior secured loanSR +3.75%02/2029$9,713 $9,583 $9,567 3.7 %
Dermatology Intermediate Holdings III, Inc.(10)First lien senior secured loanSR +4.25%03/20299,900 9,788 9,771 3.8 %
Dermatology Intermediate Holdings III, Inc.(10)(13)First lien senior secured delayed draw term loanSR +4.25%03/20291,781 1,771 1,757 0.7 %
Medline Borrower, LP(9)First lien senior secured loanSR +3.25%10/20288,285 7,773 8,184 3.2 %
Natus Medical Inc.(10)(12)First lien senior secured loanSR +5.50%07/20294,478 4,180 4,455 1.7 %
Zest Acquisition Corp.(9)First lien senior secured loanSR +5.50%02/20285,990 5,750 5,743 2.2 %
40,147 38,845 39,477 15.3 %
Healthcare providers and services
Covetrus, Inc.(10)First lien senior secured loanSR +5.00%10/2029$9,476 $8,949 $8,805 3.4 %
LSCS Holdings, Inc.(6)(12)First lien senior secured loanL +4.50%12/20286,152 5,994 5,992 2.3 %
HAH Group Holding Company LLC (dba Help at Home)(10)(12)First lien senior secured loanSR +5.00%10/2027998 998 973 0.4 %
MJH Healthcare Holdings, LLC(9)(12)First lien senior secured loanSR +3.50%01/20293,812 3,753 3,774 1.5 %
Phoenix Newco, Inc. (dba Parexel)(9)First lien senior secured loanSR +3.25%11/20287,406 7,155 7,340 2.8 %
Pediatric Associates Holding Company, LLC(9)(12)First lien senior secured loanSR +4.50%12/20282,000 1,921 1,990 0.8 %
Pediatric Associates Holding Company, LLC(9)(13)First lien senior secured delayed draw term loanSR +3.25%12/2028222 218 216 0.1 %
Pediatric Associates Holding Company, LLC(9)First lien senior secured loanSR +3.25%12/20285,119 5,036 4,998 1.9 %
Physician Partners, LLC(10)First lien senior secured loanSR +4.00%12/20289,900 9,396 9,281 3.6 %
Premise Health Holding(10)(12)First lien senior secured loanSR +4.75%07/20253,218 3,188 3,193 1.2 %
48,303 46,608 46,562 18.0 %
Healthcare technology
Athenahealth Group Inc.(9)First lien senior secured loanSR +3.50%02/2029$9,355 $8,641 $8,993 3.5 %
Athenahealth Group Inc.(9)(13)First lien senior secured delayed draw term loanSR +3.50%02/2029— (104)(39)— %
Gainwell Acquisition Corp.(10)First lien senior secured loanSR +4.00%10/20274,980 4,887 4,899 1.9 %
GHX Ultimate Parent Corp.(10)First lien senior secured loanSR +4.75%06/20273,000 2,927 3,002 1.2 %
Imprivata, Inc.(9)First lien senior secured loanSR +4.25%12/20279,713 9,552 9,563 3.7 %
PointClickCare Technologies Inc.PointClickCare Technologies Inc(8)First lien senior secured loanL +3.00%12/20271,995 1,965 1,990 0.8 %
R1 RCM Inc.(9)First lien senior secured loanSR +3.00%06/20293,990 3,990 3,990 1.5 %
Bracket Intermediate Holding Corp.(10)(12)First lien senior secured loanSR +5.00%05/20285,667 5,500 5,553 2.1 %
Verscend Holding Corp.(9)First lien senior secured loanSR +4.00%08/20259,894 9,793 9,879 3.8 %
Zelis Cost Management Buyer, Inc.(6)First lien senior secured loanL +3.50%09/20264,477 4,473 4,470 1.7 %
53,071 51,624 52,300 20.2 %
Blue Owl Credit Income Senior Loan Fund's Portfolio as of September 30, 2023
($ in thousands)
(Unaudited)
Company(1)(2)(4)InvestmentInterestMaturity
Date
Par /
Units
Amortized
Cost(3)
Fair
Value
Percentage of Members’ Equity
Automotive
Belron Finance US LLC(7)First lien senior secured loanSR +2.75%04/2029$2,494 $2,482 $2,493 0.8 %
PAI Holdco, Inc.(7)First lien senior secured loanSR +3.75%10/20276,579 6,135 6,215 2.1 %
9,073 8,617 8,708 2.9 %
Buildings and real estate
84 Lumber Company(6)First lien senior secured loanSR +3.00%11/2026$1,712 $1,718 $1,711 0.6 %
Beacon Roofing Supply, Inc.(6)First lien senior secured loanSR +2.25%05/20283,477 3,473 3,473 1.1 %
CPG International LLC(6)First lien senior secured loanSR +2.50%04/20296,907 6,873 6,898 2.3 %
Cushman & Wakefield U.S. Borrower, LLC(6)First lien senior secured loanSR +4.00%01/20307,247 7,070 7,176 2.4 %
Dodge Construction Network, LLC(7)(13)First lien senior secured loanSR +4.75%02/20295,234 4,913 4,266 1.3 %
Greystar Real Estate Partners, LLC (dba Greystar)(6)(13)First lien senior secured loanSR +3.75%08/20307,000 6,896 6,895 2.3 %
GYP Holdings III Corp.(6)First lien senior secured loanSR +3.00%05/20302,000 1,990 2,004 0.7 %
Quikrete Holdings, Inc.(6)First lien senior secured loanSR +2.75%03/20291,995 1,995 1,994 0.7 %
RealPage, Inc.(6)First lien senior secured loanSR +3.00%04/202810,466 9,922 10,336 3.4 %
Wrench Group LLC(7)(13)First lien senior secured loanSR +4.00%04/20269,685 9,668 9,637 3.2 %
55,723 54,518 54,390 18.0 %
Business services
ASGN, Inc.(6)First lien senior secured loanSR +2.25%08/2030$2,500 $2,494 $2,506 0.8 %
BrightView Landscapes, LLC(7)First lien senior secured loanSR +3.25%04/20296,519 6,342 6,517 2.2 %
Brown Group Holdings, LLC(7)First lien senior secured loanSR +3.75%07/20293,504 3,470 3,498 1.2 %
ConnectWise, LLC(6)First lien senior secured loanSR +3.50%09/202810,459 9,943 10,283 3.3 %
IDEMIA Group SAS(7)First lien senior secured loanSR +4.75%09/20281,995 1,971 1,992 0.7 %
Packers Holdings, LLC(6)First lien senior secured loanSR +3.25%03/20283,938 3,652 2,323 0.8 %
Prime Security Services Borrower, LLC(6)First lien senior secured loanSR +2.75%09/20261,985 1,958 1,981 0.7 %
Sitel Worldwide Corp.(6)First lien senior secured loanSR +3.75%08/20286,957 6,855 6,772 2.2 %
VM Consolidated, Inc.(6)First lien senior secured loanSR +3.25%03/20282,113 2,093 2,112 0.7 %
39,970 38,778 37,984 12.6 %
Chemicals
Aruba Investments Holdings, LLC (dba Angus Chemical Company)(6)First lien senior secured loanSR +4.75%11/2027$2,978 $2,797 $2,955 1.0 %
Axalta Coating Systems US Holdings Inc.(7)First lien senior secured loanSR +2.50%09/20237,095 7,049 7,100 2.3 %
Blue Tree Holdings, Inc.(7)First lien senior secured loanSR +2.50%03/20283,975 3,939 3,895 1.3 %
Cyanco Intermediate 2 Corp.(6)First lien senior secured loanSR +4.75%07/20283,000 2,912 3,001 1.0 %
DCG Acquisition Corp.(6)First lien senior secured loanSR +4.50%09/20262,283 2,271 2,258 0.7 %
H.B. Fuller Company(6)First lien senior secured loanSR +2.25%02/20301,995 1,995 1,997 0.6 %
Ineos US Finance LLC(6)First lien senior secured loanSR +3.50%02/20301,995 1,976 1,978 0.7 %
Ineos US Finance LLC(6)First lien senior secured loanSR +3.75%11/20272,985 2,891 2,969 1.0 %
Ineos US Petrochem LLC(6)First lien senior secured loanSR +3.75%03/20301,995 1,976 1,984 0.7 %
Nouryon Finance B.V.(7)First lien senior secured loanSR +4.00%04/20285,985 5,928 5,902 2.0 %
Windsor Holdings III LLC(7)First lien senior secured loanSR +4.50%08/20305,000 4,901 4,975 1.6 %
39,286 38,635 39,014 12.9 %
Consumer products
Olaplex, Inc.(6)First lien senior secured loanSR +3.50%02/2029$5,234 $4,890 $4,364 1.4 %
5,234 4,890 4,364 1.4 %
Containers and packaging
Berlin Packaging L.L.C.(6)First lien senior secured loanSR +3.75%03/2028$11,518 $11,117 $11,380 3.8 %
BW Holding, Inc.(7)First lien senior secured loanSR +4.00%12/20287,708 7,592 6,902 2.3 %
Charter NEX US, Inc.(6)First lien senior secured loanSR +3.75%12/20274,974 4,930 4,925 1.6 %
Plaze, Inc.(7)First lien senior secured loanSR +3.50%08/2026997 971 960 0.3 %
69

Blue Owl Credit Income Corp.
Notes to Consolidated Financial Statements - Continued
(Unaudited)
Blue Owl Credit Income Senior Loan Fund's Portfolio as of June 30, 2023
($ in thousands)
(Unaudited)
Company(1)(2)(4)InvestmentInterestMaturity
Date
Par /
Units
Amortized
Cost(3)
Fair
Value
Percentage of Members’ Equity
Household products
Samsonite International S.A.(9)First lien senior secured loanSR +2.75%06/2030$2,000 $1,990 $2,004 0.8 %
2,000 1,990 2,004 0.8 %
Infrastructure and environmental services
Asplundh Tree Expert, LLC(9)First lien senior secured loanSR +1.75%09/2027$997 $993 $994 0.4 %
Osmose Utilities Services, Inc.(9)First lien senior secured loanSR +3.25%06/20289,713 9,058 9,504 3.6 %
USIC Holdings, Inc.(6)First lien senior secured loanL +3.50%05/20282,962 2,828 2,799 1.1 %
13,672 12,879 13,297 5.1 %
Insurance
Acrisure, LLC(10)First lien senior secured loanSR +5.75%02/2027$7,463 $7,181 $7,481 2.9 %
AssuredPartners, Inc.(9)First lien senior secured loanSR +4.25%02/20274,963 4,808 4,947 1.9 %
Broadstreet Partners, Inc.(10)First lien senior secured loanSR +2.75%01/20274,155 4,107 4,095 1.6 %
Broadstreet Partners, Inc.(9)First lien senior secured loanSR +4.00%01/20293,000 2,963 2,978 1.2 %
Hub International(9)First lien senior secured loanSR +4.25%04/20258,000 7,920 8,014 3.1 %
Howden Group Holdings Ltd. (dba HIG Finance 2 Ltd. / Preatorian)(9)First lien senior secured loanSR +4.00%04/20303,990 3,833 3,975 1.5 %
IMA Financial Group, Inc.(9)(12)First lien senior secured loanSR +4.25%11/20283,500 3,413 3,413 1.3 %
35,071 34,225 34,903 13.5 %
Internet software and services
Barracuda Parent, LLC(10)First lien senior secured loanSR +4.50%08/2029$10,547 $10,120 $10,160 3.9 %
Boxer Parent Company Inc.(9)First lien senior secured loanSR +3.75%10/20251,988 1,968 1,970 0.8 %
Central Parent, Inc.(10)First lien senior secured loanSR +4.25%07/202910,547 10,331 10,510 4.1 %
DCert Buyer, Inc.(10)First lien senior secured loanSR +4.00%10/20264,982 4,955 4,931 1.9 %
E2open, LLC(9)First lien senior secured loanSR +3.50%02/20286,841 6,732 6,801 2.7 %
Hyland Software, Inc.(6)First lien senior secured loanL +3.50%07/20249,896 9,752 9,807 3.8 %
Idera, Inc.(9)First lien senior secured loanSR +3.75%03/20285,980 5,814 5,813 2.2 %
Infinite Bidco LLC(10)(12)First lien senior secured loanSR +3.25%03/20282,985 2,886 2,881 1.1 %
Delta TopCo, Inc. (dba Infoblox, Inc.)(11)First lien senior secured loanSR +3.75%12/202710,519 9,693 10,163 3.9 %
McAfee Corp.(9)First lien senior secured loanSR +3.75%03/20292,985 2,858 2,849 1.1 %
Perforce Software, Inc.(6)First lien senior secured loanL +3.75%07/20262,985 2,839 2,818 1.1 %
Quartz Acquireco, LLC (dba Qualtrics AcquireCo, LLC)(9)(12)First lien senior secured loanSR +3.50%04/20304,000 3,960 3,960 1.5 %
Rocket Software, Inc.(9)First lien senior secured loanSR +4.25%11/20255,600 5,514 5,535 2.2 %
SONICWALL US Holdings Inc.(10)First lien senior secured loanSR +3.75%05/20254,195 4,141 4,135 1.6 %
Sophos Holdings, LLC(9)First lien senior secured loanSR +3.50%03/202710,492 10,294 10,399 4.0 %
UST Holdings, Ltd.(9)(12)First lien senior secured loanSR +3.50%11/20287,078 7,053 6,954 2.7 %
VS Buyer LLC(9)First lien senior secured loanSR +3.25%02/20272,985 2,985 2,940 1.1 %
104,605 101,895 102,626 39.7 %
Leisure and entertainment
Delta 2 (Lux) SARL (dba Formula One)(9)First lien senior secured loanSR +3.00%01/2030$3,000 $2,972 $2,999 1.2 %
3,000 2,972 2,999 1.2 %
Manufacturing
Altar Bidco, Inc.(11)First lien senior secured loanSR +3.10%02/2029$4,739 $4,538 $4,659 1.8 %
Columbus McKinnon Corp.(10)First lien senior secured loanSR +2.75%05/2028491 487 489 0.2 %
EMRLD Borrower LP (dba Emerson Climate Technologies, Inc.)(10)First lien senior secured loanSR +3.00%05/203010,018 9,919 10,009 3.9 %
Engineered Machinery Holdings, Inc. (dba Duravant)(7)First lien senior secured loanL +3.50%05/20284,975 4,941 4,871 1.9 %
DXP Enterprises, Inc.(11)First lien senior secured loanSR +5.25%12/20276,952 6,657 6,966 2.8 %
Entegris, Inc.(9)First lien senior secured loanSR +2.75%07/20292,384 2,384 2,385 0.9 %
Filtration Group Corp.(9)First lien senior secured loanSR +4.25%10/20283,990 3,950 3,985 1.5 %
Gates Global LLC(9)First lien senior secured loanSR +3.50%11/20291,985 1,929 1,983 0.8 %
Pro Mach Group, Inc.(6)First lien senior secured loanL +4.00%08/202810,493 10,250 10,459 4.0 %
Blue Owl Credit Income Senior Loan Fund's Portfolio as of September 30, 2023
($ in thousands)
(Unaudited)
Company(1)(2)(4)InvestmentInterestMaturity
Date
Par /
Units
Amortized
Cost(3)
Fair
Value
Percentage of Members’ Equity
ProAmpac PG Borrower LLC(12)(13)First lien senior secured loanP +3.50%09/20286,250 6,188 6,209 2.1 %
Ring Container Technologies Group, LLC(6)First lien senior secured loanSR +3.50%08/20289,688 9,532 9,678 3.2 %
Tricorbraun Holdings, Inc.(6)First lien senior secured loanSR +3.25%03/202810,466 9,983 10,256 3.4 %
Trident TPI Holdings, Inc.(7)First lien senior secured loanSR +4.50%09/20283,990 3,877 3,977 1.3 %
Valcour Packaging, LLC(11)First lien senior secured loanL +3.75%10/20289,850 9,830 7,901 2.6 %
65,441 64,020 62,188 20.6 %
Distribution
BCPE Empire Holdings, Inc. (dba Imperial-Dade)(6)First lien senior secured loanSR +4.75%12/2028$5,279 $5,228 $5,273 1.7 %
Dealer Tire, LLC(6)First lien senior secured loanSR +4.50%12/20273,930 3,867 3,932 1.3 %
SRS Distribution, Inc.(6)First lien senior secured loanSR +3.50%06/202810,493 9,843 10,375 3.4 %
White Cap Supply Holdings, LLC(6)First lien senior secured loanSR +3.75%10/202710,493 10,014 10,465 3.5 %
30,195 28,952 30,045 9.9 %
Education
Renaissance Learning, Inc.(7)First lien senior secured loanSR +4.75%04/2030$4,500 $4,411 $4,459 1.5 %
Severin Acquisition, LLC (dba Powerschool)(7)First lien senior secured loanSR +3.00%08/20257,851 7,773 7,837 2.6 %
Sophia, L.P.(6)(13)First lien senior secured loanSR +4.25%10/20279,689 9,671 9,664 3.2 %
Spring Education Group, Inc. (fka SSH Group Holdings, Inc.)(7)(13)First lien senior secured loanSR +4.50%09/20303,663 3,617 3,617 1.2 %
25,703 25,472 25,577 8.5 %
Energy equipment and services
AMG Advanced Metallurgical Group N.V(6)First lien senior secured loanSR +3.50%11/2028$3,439 $3,418 $3,424 1.1 %
AZZ Inc.(6)First lien senior secured loanSR +3.75%05/20297,925 7,864 7,931 2.7 %
Brookfield WEC Holdings Inc.(6)First lien senior secured loanSR +3.75%08/20253,465 3,446 3,470 1.1 %
Calpine Construction Finance Company(6)First lien senior secured loanSR +2.25%07/20302,000 1,985 1,988 0.7 %
Pike Corp.(6)First lien senior secured loanSR +3.00%01/20289,800 9,630 9,777 3.2 %
Rockwood Service Corp.(6)First lien senior secured loanSR +4.00%01/20276,483 6,467 6,499 2.1 %
33,112 32,810 33,089 10.9 %
Financial services
Acuris Finance US, Inc. (ION Analytics) (7)First lien senior secured loanSR +4.00%02/2028$4,500 $4,409 $4,430 1.5 %
AlixPartners, LLP(6)First lien senior secured loanSR +2.75%02/20282,992 2,970 2,988 1.0 %
AllSpring Buyer(7)First lien senior secured loanSR +3.75%11/20284,950 4,892 4,927 1.6 %
Boost Newco Borrower, LLC(7)First lien senior secured loanSR +3.00%09/203012,000 11,941 11,992 4.0 %
Citadel Securities, LP(6)First lien senior secured loanSR +2.50%07/20303,990 3,960 3,978 1.4 %
Deerfield Dakota Holdings(7)First lien senior secured loanSR +3.75%04/20277,849 7,524 7,645 2.5 %
Focus Financial Partners, LLC(6)First lien senior secured loanSR +3.25%06/20284,950 4,873 4,933 1.6 %
Focus Financial Partners, LLC(6)First lien senior secured loanSR +3.50%06/20283,000 2,943 2,994 1.0 %
Guggenheim Partners Investment Management Holdings, LLC(7)First lien senior secured loanSR +3.25%12/20294,963 4,882 4,963 1.6 %
Harbourvest Partners, L.P.(7)First lien senior secured loanSR +3.00%04/20302,500 2,464 2,496 0.8 %
Helios Software Holdings, Inc. (ION Corporate Solutions Finance S.a r.l.)(7)First lien senior secured loanSR +4.25%07/20305,000 4,803 4,972 1.6 %
Janus International Group, LLC(6)First lien senior secured loanSR +3.25%08/20305,000 4,970 4,977 1.6 %
Saphilux S.a.r.L (dba IQ EQ)(7)(13)First lien senior secured loanSR +4.75%07/20287,500 7,389 7,388 2.5 %
The Edelman Financial Engines Center, LLC(6)First lien senior secured loanSR +3.50%04/20283,970 3,886 3,923 1.3 %
TMF Sapphire Bidco B.V.(7)First lien senior secured loanSR +5.00%05/20282,500 2,456 2,491 0.8 %
USI Inc.(7)First lien senior secured loanSR +3.75%09/20304,000 3,990 3,988 1.3 %
79,664 78,352 79,085 26.1 %
70

Blue Owl Credit Income Corp.
Notes to Consolidated Financial Statements - Continued
(Unaudited)
Blue Owl Credit Income Senior Loan Fund's Portfolio as of June 30, 2023
($ in thousands)
(Unaudited)
Company(1)(2)(4)InvestmentInterestMaturity
Date
Par /
Units
Amortized
Cost(3)
Fair
Value
Percentage of Members’ Equity
Pro Mach Group, Inc.(10)(12)First lien senior secured loanSR +5.00%08/20284,000 3,814 4,000 1.5 %
Watlow Electric Manufacturing Company(10)First lien senior secured loanSR +3.75%03/20287,905 7,781 7,802 3.0 %
57,932 56,650 57,608 22.3 %
Pharmaceuticals
Fortrea Holdings Inc.(10)First lien senior secured loanSR +3.75%06/2030$2,000 $1,970 $1,999 0.8 %
2,000 1,970 1,999 0.8 %
Professional services
Apex Group Treasury, LLC(7)(12)First lien senior secured loanL +3.75%07/2028$4,913 $4,739 $4,839 1.9 %
Apex Group Treasury, LLC(10)(12)First lien senior secured loanSR +5.00%07/20282,488 2,349 2,475 1.0 %
Camelot U.S. Acquisition 1 Co.(9)First lien senior secured loanSR +3.00%10/20262,000 1,983 1,996 0.8 %
Skopima Merger Sub Inc.(6)First lien senior secured loanL +4.00%05/20284,975 4,739 4,826 1.9 %
Corporation Service Company(9)First lien senior secured loanSR +3.25%11/20291,990 1,985 1,992 0.8 %
EM Midco2 Ltd. (dba Element Materials Technology)(10)First lien senior secured loanSR +4.25%06/20299,060 8,952 8,856 3.4 %
Genuine Financial Holdings LLC(6)First lien senior secured loanL +3.75%07/20253,976 3,976 3,967 1.5 %
Red Ventures, LLC(9)First lien senior secured loanSR +3.00%03/20303,990 3,951 3,954 1.5 %
Sovos Compliance, LLC(9)First lien senior secured loanSR +4.50%08/202810,494 10,174 10,104 3.9 %
VT Topco, Inc. (dba Veritext)(9)First lien senior secured loanSR +3.75%08/20253,983 3,936 3,922 1.5 %
VT Topco, Inc. (dba Veritext)(9)(13)First lien senior secured delayed draw term loanSR +3.75%08/2025— — — — %
Vistage Worldwide, Inc.(9)(12)First lien senior secured loanSR +5.25%07/20293,970 3,822 3,930 1.5 %
51,839 50,606 50,861 19.7 %
Specialty retail
Pilot Travel Centers LLC(9)First lien senior secured loanSR +2.00%08/2028$796 $791 $794 0.3 %
796 791 794 0.3 %
Telecommunications
Ciena Corp.(9)First lien senior secured loanSR +2.50%01/2030$1,995 $1,986 $1,995 0.8 %
Cogeco Communications (USA) II L.P.(9)First lien senior secured loanSR +2.50%09/20282,985 2,972 2,960 1.1 %
Park Place Technologies, LLC(9)First lien senior secured loanSR +5.00%11/20279,712 9,263 9,418 3.7 %
Zayo Group Holdings, Inc.(9)First lien senior secured loanSR +4.25%03/20279,875 8,401 7,792 3.0 %
24,567 22,622 22,165 8.6 %
Transportation
Safe Fleet Holdings, LLC(9)First lien senior secured loanSR +3.75%02/2029$3,985 $3,942 $3,978 1.6 %
Uber Technologies, Inc.(10)First lien senior secured loanSR +2.75%03/20303,980 3,970 3,977 1.5 %
7,965 7,912 7,955 3.1 %
Total Debt Investments$809,964 $786,298 $789,823 305.5 %
Total Investments$809,964 $786,298 $789,823 305.5 %
Blue Owl Credit Income Senior Loan Fund's Portfolio as of September 30, 2023
($ in thousands)
(Unaudited)
Company(1)(2)(4)InvestmentInterestMaturity
Date
Par /
Units
Amortized
Cost(3)
Fair
Value
Percentage of Members’ Equity
Food and beverage
1011778 BC / NEW RED FIN (dba Restaurant Brands)(6)First lien senior secured loanSR +2.25%09/2030$5,250 $5,225 $5,227 1.7 %
AI Aqua Merger Sub, Inc. (dba Culligan International)(6)First lien senior secured loanSR +3.75%07/20282,283 2,280 2,257 0.7 %
Aramark Services, Inc.(6)First lien senior secured loanSR +2.50%06/20301,995 1,975 1,990 0.7 %
Balrog Acquisition, Inc. (dba Bakemark)(6)First lien senior secured loanSR +4.00%09/20282,283 2,254 2,254 0.7 %
Naked Juice LLC (dba Tropicana)(7)First lien senior secured loanSR +3.25%01/202910,494 9,682 9,944 3.3 %
Pegasus BidCo B.V.(7)First lien senior secured loanSR +4.25%07/20295,459 5,328 5,445 1.8 %
Shearer's Foods, LLC(6)First lien senior secured loanSR +3.50%09/20278,740 8,210 8,718 2.9 %
Simply Good Foods USA, Inc.(6)First lien senior secured loanSR +2.50%03/20273,892 3,865 3,897 1.3 %
40,396 38,819 39,732 13.1 %
Healthcare equipment and services
Confluent Medical Technologies, Inc.(7)(13)First lien senior secured loanSR +3.75%02/2029$9,688 $9,562 $9,519 3.1 %
Curium BidCo S.A.R.L (dba Curium Pharma)(7)First lien senior secured loanSR +4.50%07/20291,995 1,975 1,990 0.7 %
Dermatology Intermediate Holdings III, Inc.(7)First lien senior secured loanSR +4.25%03/20299,875 9,766 9,804 3.2 %
Dermatology Intermediate Holdings III, Inc.(7)First lien senior secured delayed draw term loanSR +4.25%03/20291,814 1,803 1,801 0.7 %
Medline Borrower, LP(6)First lien senior secured loanSR +3.25%10/20288,264 7,770 8,237 2.7 %
Natus Medical Inc.(7)(13)First lien senior secured loanSR +5.50%07/20294,466 4,177 4,221 1.4 %
Zest Acquisition Corp.(6)(13)First lien senior secured loanSR +5.50%02/20285,960 5,730 5,826 1.9 %
42,062 40,783 41,398 13.7 %
Healthcare providers and services
Covetrus, Inc.(7)First lien senior secured loanSR +5.00%10/2029$9,453 $8,940 $9,343 3.1 %
HAH Group Holding Company LLC (dba Help at Home)(6)(13)First lien senior secured loanSR +5.00%10/20272,026 2,006 1,986 0.7 %
HAH Group Holding Company LLC (dba Help at Home)(6)(13)First lien senior secured loanSR +5.00%10/20271,252 1,250 1,227 0.4 %
LSCS Holdings, Inc.(6)First lien senior secured loanSR +4.50%12/20288,380 8,211 8,234 2.7 %
MJH Healthcare Holdings, LLC(6)(13)First lien senior secured loanSR +3.50%01/20293,802 3,744 3,793 1.3 %
Pediatric Associates Holding Company, LLC(6)First lien senior secured loanSR +4.50%12/20281,995 1,918 1,975 0.6 %
Pediatric Associates Holding Company, LLC(6)First lien senior secured delayed draw term loanSR +3.25%12/2028261 257 254 0.1 %
Pediatric Associates Holding Company, LLC(6)First lien senior secured loanSR +3.25%12/20285,104 5,023 4,966 1.6 %
Phoenix Newco, Inc. (dba Parexel)(6)First lien senior secured loanSR +3.25%11/20287,388 7,145 7,329 2.4 %
Physician Partners, LLC(6)First lien senior secured loanSR +4.00%12/20289,875 9,388 9,369 3.1 %
Premise Health Holding(7)(13)First lien senior secured loanSR +4.75%07/20253,209 3,183 3,193 1.1 %
Select Medical Corp.(6)First lien senior secured loanSR +3.00%03/20272,993 2,978 2,981 1.0 %
55,738 54,043 54,650 18.1 %
Healthcare technology
Athenahealth Group Inc.(6)First lien senior secured loanSR +3.25%02/2029$9,332 $8,642 $9,142 3.0 %
Bracket Intermediate Holding Corp.(7)First lien senior secured loanSR +5.00%05/20285,653 5,492 5,639 1.9 %
Gainwell Acquisition Corp.(7)First lien senior secured loanSR +4.00%10/20276,108 6,002 5,950 2.0 %
GHX Ultimate Parent Corp.(7)First lien senior secured loanSR +4.75%06/20272,993 2,923 2,989 1.0 %
Imprivata, Inc.(6)First lien senior secured loanSR +4.25%12/20279,689 9,533 9,677 3.0 %
PointClickCare Technologies Inc.PointClickCare Technologies Inc(7)First lien senior secured loanSR +3.00%12/20271,990 1,961 1,982 0.7 %
R1 RCM Inc.(6)First lien senior secured loanSR +3.00%06/20293,980 3,980 3,977 1.3 %
Verscend Holding Corp.(6)First lien senior secured loanSR +4.00%08/20259,869 9,777 9,858 3.3 %
71

Blue Owl Credit Income Corp.
Notes to Consolidated Financial Statements - Continued
(Unaudited)
Blue Owl Credit Income Senior Loan Fund's Portfolio as of September 30, 2023
($ in thousands)
(Unaudited)
Company(1)(2)(4)InvestmentInterestMaturity
Date
Par /
Units
Amortized
Cost(3)
Fair
Value
Percentage of Members’ Equity
Zelis Cost Management Buyer, Inc.(6)First lien senior secured loanSR +3.50%09/20264,466 4,462 4,463 1.5 %
54,080 52,772 53,677 17.7 %
Household products
Samsonite International S.A.(6)First lien senior secured loanSR +2.75%06/2030$1,995 $1,985 $1,996 0.7 %
1,995 1,985 1,996 0.7 %
Human resource support services
AQ Carver Buyer, Inc.(8)(13)First lien senior secured loanSR +5.50%08/2029$3,000 $2,941 $2,948 1.0 %
3,000 2,941 2,948 1.0 %
Infrastructure and environmental services
Asplundh Tree Expert, LLC(6)First lien senior secured loanSR +1.75%09/2027$2,433 $2,427 $2,429 0.8 %
Madison IAQ, LLC(7)First lien senior secured loanSR +3.25%06/2028997 989 980 0.3 %
Osmose Utilities Services, Inc.(6)First lien senior secured loanSR +3.25%06/20289,688 9,058 9,604 3.2 %
USIC Holdings, Inc.(6)First lien senior secured loanSR +3.50%05/20282,955 2,825 2,903 1.0 %
16,073 15,299 15,916 5.3 %
Insurance
Acrisure, LLC(7)First lien senior secured loanSR +5.75%02/2027$7,444 $7,178 $7,462 2.5 %
AssuredPartners, Inc.(7)First lien senior secured loanSR +3.75%02/202710,484 10,338 10,477 3.5 %
Broadstreet Partners, Inc.(6)First lien senior secured loanSR +3.00%01/20274,144 4,099 4,121 1.4 %
Broadstreet Partners, Inc.(6)First lien senior secured loanSR +4.00%01/20292,993 2,956 2,989 1.0 %
Howden Group Holdings Ltd. (dba HIG Finance 2 Ltd. / Preatorian)(6)First lien senior secured loanSR +4.00%04/20303,980 3,827 3,975 1.3 %
Hub International(7)First lien senior secured loanSR +4.25%04/20258,000 7,921 8,014 2.6 %
IMA Financial Group, Inc.(6)(13)First lien senior secured loanSR +4.25%11/20283,491 3,407 3,474 1.1 %
40,536 39,726 40,512 13.4 %
Internet software and services
Aptean, Inc.(6)First lien senior secured loanSR +4.25%04/2026$1,141 $1,136 $1,133 0.4 %
Barracuda Parent, LLC(7)First lien senior secured loanSR +4.50%08/202910,521 10,108 10,404 3.4 %
Boxer Parent Company Inc.(6)First lien senior secured loanSR +3.75%10/20253,123 3,104 3,119 1.0 %
Central Parent, Inc.(7)First lien senior secured loanSR +4.25%07/20297,963 7,803 7,959 2.6 %
DCert Buyer, Inc.(7)First lien senior secured loanSR +4.00%10/20265,967 5,938 5,921 2.0 %
Delta TopCo, Inc. (dba Infoblox, Inc.)(8)First lien senior secured loanSR +3.75%12/202710,493 9,705 10,376 3.4 %
Dun & Bradstreet Corporation, The(6)First lien senior secured loanSR +2.75%02/20261,995 1,995 1,990 0.7 %
E2open, LLC(6)First lien senior secured loanSR +3.50%02/20286,824 6,720 6,809 2.3 %
Idera, Inc.(7)First lien senior secured loanSR +3.75%03/20286,535 6,369 6,476 2.0 %
Infinite Bidco LLC(6)First lien senior secured loanSR +3.75%03/20282,978 2,883 2,918 1.0 %
McAfee Corp.(6)First lien senior secured loanSR +3.75%03/20292,977 2,855 2,904 1.0 %
MeridianLink, Inc.(7)First lien senior secured loanSR +3.00%11/20282,283 2,277 2,274 0.8 %
Mitnick Corporate Purchaser, Inc.(7)First lien senior secured loanSR +4.50%05/20292,853 2,726 2,745 0.9 %
Perforce Software, Inc.(6)First lien senior secured loanSR +3.75%07/20262,977 2,842 2,888 1.0 %
Quartz Acquireco, LLC (dba Qualtrics AcquireCo, LLC)(6)(13)First lien senior secured loanSR +3.50%06/20304,000 3,961 3,970 1.3 %
Rocket Software, Inc.(6)First lien senior secured loanSR +4.25%11/20255,585 5,505 5,578 1.8 %
SONICWALL US Holdings, Inc.(6)First lien senior secured loanSR +5.00%05/20286,184 5,953 6,056 2.0 %
Sophos Holdings, LLC(6)First lien senior secured loanSR +3.50%03/202710,465 10,278 10,435 3.4 %
UST Holdings, Ltd.(6)First lien senior secured loanSR +3.50%11/20287,060 7,036 6,919 2.3 %
VS Buyer LLC(6)First lien senior secured loanSR +3.25%02/20272,977 2,977 2,962 1.0 %
104,901 102,171 103,836 34.3 %
Investment funds and vehicle
Finco I, LLC(7)First lien senior secured loanSR +3.00%06/2029$2,993 $2,978 $2,990 1.0 %
2,993 2,978 2,990 1.0 %
Leisure and entertainment
72

Blue Owl Credit Income Corp.
Notes to Consolidated Financial Statements - Continued
(Unaudited)
Blue Owl Credit Income Senior Loan Fund's Portfolio as of September 30, 2023
($ in thousands)
(Unaudited)
Company(1)(2)(4)InvestmentInterestMaturity
Date
Par /
Units
Amortized
Cost(3)
Fair
Value
Percentage of Members’ Equity
Delta 2 (Lux) SARL (dba Formula One)(7)First lien senior secured loanSR +2.25%01/2030$4,000 $3,973 $3,996 1.3 %
4,000 3,973 3,996 1.3 %
Manufacturing
Altar Bidco, Inc.(8)First lien senior secured loanSR +3.10%02/2029$4,727 $4,535 $4,703 1.6 %
Columbus McKinnon Corp.(7)First lien senior secured loanSR +2.75%05/2028477 473 476 0.2 %
DXP Enterprises, Inc.(8)First lien senior secured loanSR +5.25%12/20276,934 6,651 6,908 2.3 %
EMRLD Borrower LP (dba Emerson Climate Technologies, Inc.)(6)First lien senior secured loanSR +3.00%05/203010,018 9,922 9,999 3.2 %
Engineered Machinery Holdings, Inc. (dba Duravant)(7)First lien senior secured loanSR +3.50%05/20286,957 6,905 6,914 2.3 %
Entegris, Inc.(7)First lien senior secured loanSR +2.50%07/20292,307 2,307 2,306 0.8 %
Filtration Group Corp.(6)First lien senior secured loanSR +4.25%10/20283,980 3,941 3,982 1.3 %
Gates Global LLC(6)First lien senior secured loanSR +3.50%11/20292,977 2,923 2,975 1.0 %
Pro Mach Group, Inc.(6)First lien senior secured loanSR +4.00%08/202810,467 10,231 10,468 3.5 %
Pro Mach Group, Inc.(6)First lien senior secured loanSR +5.00%08/20283,990 3,810 3,990 1.2 %
Refficiency Holdings, LLC (dba Legence)(6)First lien senior secured loanSR +3.75%12/20271,496 1,485 1,489 0.5 %
Watlow Electric Manufacturing Company(7)First lien senior secured loanSR +3.75%03/202810,045 9,915 9,963 3.3 %
64,375 63,098 64,173 21.2 %
Pharmaceuticals
Fortrea Holdings Inc.(6)First lien senior secured loanSR +3.75%07/2030$3,408 $3,379 $3,394 1.1 %
3,408 3,379 3,394 1.1 %
Professional services
Apex Group Treasury, LLC(7)(13)First lien senior secured loanSR +3.75%07/2028$4,900 $4,733 $4,849 1.6 %
Apex Group Treasury, LLC(7)(13)First lien senior secured loanSR +5.00%07/20282,481 2,348 2,481 0.8 %
Arsenal AIC Parent, LLC (dba Arconic)(7)First lien senior secured loanSR +4.50%08/20303,000 2,970 2,991 1.0 %
Camelot U.S. Acquisition 1 Co.(6)First lien senior secured loanSR +3.00%10/20263,144 3,129 3,136 1.0 %
Corporation Service Company(6)First lien senior secured loanSR +3.25%11/20291,984 1,980 1,982 0.7 %
EM Midco2 Ltd. (dba Element Materials Technology)(7)First lien senior secured loanSR +4.25%06/20299,037 8,931 8,901 2.9 %
Genuine Financial Holdings, LLC(7)First lien senior secured loanSR +4.00%09/20307,238 7,129 7,166 2.4 %
Omnia Partners, LLC(7)First lien senior secured loanSR +4.25%07/20301,828 1,810 1,829 0.6 %
Omnia Partners, LLC(7)(14)First lien senior secured delayed draw term loanSR +4.25%01/2024— (2)— — %
Red Ventures, LLC(6)First lien senior secured loanSR +3.00%03/20303,980 3,942 3,947 1.3 %
Skopima Merger Sub Inc.(6)First lien senior secured loanSR +4.00%05/20284,962 4,735 4,825 1.6 %
Sovos Compliance, LLC(6)First lien senior secured loanSR +4.50%08/202810,467 10,158 10,286 3.4 %
Vistage Worldwide, Inc.(6)(13)First lien senior secured loanSR +5.25%07/20293,960 3,815 3,945 1.3 %
56,981 55,678 56,338 18.6 %
Specialty retail
Pilot Travel Centers LLC(6)First lien senior secured loanSR +2.00%08/2028$796 $791 $794 0.3 %
796 791 794 0.3 %
Telecommunications
Cable One, Inc.(6)First lien senior secured loanSR +2.00%05/2028$2,283 $2,280 $2,264 0.7 %
Ciena Corp.(6)First lien senior secured loanSR +2.50%01/20301,990 1,982 1,990 0.7 %
Cogeco Communications (USA) II L.P.(7)First lien senior secured loanSR +2.50%09/20282,977 2,964 2,898 1.0 %
Park Place Technologies, LLC(6)First lien senior secured loanSR +5.00%11/20279,687 9,258 9,518 3.1 %
Zayo Group Holdings, Inc.(6)First lien senior secured loanSR +4.33%03/20279,850 8,455 7,981 2.6 %
26,787 24,939 24,651 8.1 %
Transportation
Echo Global Logistics, Inc.(6)First lien senior secured loanSR +3.50%11/2028$1,141 $1,120 $1,100 0.4 %
73

Blue Owl Credit Income Corp.
Notes to Consolidated Financial Statements - Continued
(Unaudited)
Blue Owl Credit Income Senior Loan Fund's Portfolio as of September 30, 2023
($ in thousands)
(Unaudited)
Company(1)(2)(4)InvestmentInterestMaturity
Date
Par /
Units
Amortized
Cost(3)
Fair
Value
Percentage of Members’ Equity
Safe Fleet Holdings, LLC(6)First lien senior secured loanSR +3.75%02/20293,975 3,932 3,972 1.3 %
Uber Technologies, Inc.(7)First lien senior secured loanSR +2.75%03/20303,970 3,960 3,966 1.3 %
9,086 9,012 9,038 3.0 %
Total Debt Investments$953,942 $930,182 $937,763 310.0 %
Total Investments$953,942 $930,182 $937,763 310.0 %
________________
1.(1) Certain portfolio company investments are subject to contractual restrictions on sales.
2.(2)Unless otherwise indicated, OCIC SLF’s investments are pledged as collateral supporting the amounts outstanding under OCIC SLF's SPV Asset Facilities.
3.(3)The amortized cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method.
4.(4)Unless otherwise indicated, all investments are considered Level 2 investments.
5.(5)Unless otherwise indicated, loan contains a variable rate structure, which 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), Secured Overnight Financing Rate (“SOFR” or “SR”) (which can include one-, three-, six- or twelve-month SOFR) 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.(6)The interest rate on these loans is subject to 1 month SOFR, which as of September 30, 2023 was 5.32%.
(7)The interest rate on these loans is subject to 3 month SOFR, which as of September 30, 2023 was 5.40%.
(8)The interest rate on these loans is subject to 6 month SOFR, which as of September 30, 2023 was 5.47%.
(9)The interest rate on these loans is subject to 1 month LIBOR, which as of JuneSeptember 30, 2023 was 5.22%5.43%.
7.(10)The interest rate on these loans is subject to 3 month LIBOR, which as of JuneSeptember 30, 2023 was 5.55%5.66%.
8.(11)The interest rate on these loans is subject to 6 month LIBOR, which as of JuneSeptember 30, 2023 was 5.76%5.90%.
71

Blue Owl Credit Income Corp.
Notes to Consolidated Financial Statements - Continued
(Unaudited)
9.(12)The interest rate on these loans is subject to 1 month SOFR,Prime, which as of JuneSeptember 30, 2023 was 5.14%8.50%.
10.The interest rate on these loans is subject to 3 month SOFR, which as of June 30, 2023 was 5.27%.
11.The interest rate on these loans is subject to 6 month SOFR, which as of June 30, 2023 was 5.39%.
12.(13)Level 3 investment.
13.(14)Position or portion thereof is an unfunded loan commitment.


Blue Owl Credit Income Senior Loan Fund's Portfolio as of December 31, 2022
($ in thousands)
Company(1)(2)(4)(5)InvestmentInterestMaturity
Date
Par /
Units
Amortized
Cost(3)
Fair
Value
Percentage of Members’ Equity
Debt Investments
Aerospace and defense
Bleriot US Bidco Inc.(7)First lien senior secured loanL +4.00%10/2026$5,273 $5,178 $5,207 3.2 %
Peraton Corp.(6)First lien senior secured loanL +3.75%02/20287,571 7,290 7,382 4.6 %
Transdigm, Inc.(8)(11)First lien senior secured loanSR +3.25%02/20273,000 2,940 2,985 1.9 %
15,844 15,408 15,574 9.7 %
Automotive
PAI Holdco, Inc.(7)First lien senior secured loanL +3.75%10/2027$4,950 $4,538 $4,356 2.7 %
4,950 4,538 4,356 2.7 %
Buildings and real estate
Dodge Construction Network, LLC(10)First lien senior secured loanSR +4.75%02/2029$5,274 $4,917 $4,482 2.8 %
RealPage, Inc.(6)(11)First lien senior secured loanL +3.00%04/202810,547 9,925 10,009 6.2 %
Wrench Group LLC(7)First lien senior secured loanL +4.00%04/20269,761 9,737 9,419 5.9 %
25,582 24,579 23,910 14.9 %
Business services
BrightView Landscapes, LLC(8)First lien senior secured loanSR +3.25%04/2029$10,547 $10,230 $10,125 6.3 %
Brown Group Holdings, LLC(9)(11)First lien senior secured loanSR +3.75%07/20292,026 2,005 2,017 1.3 %
ConnectWise, LLC(7)(11)First lien senior secured loanL +3.50%09/202810,547 9,961 9,996 6.2 %
Packers Holdings, LLC(6)First lien senior secured loanL +3.25%03/20286,190 5,682 5,384 3.4 %
Vistage Worldwide, Inc.(8)First lien senior secured loanSR +5.25%07/20293,990 3,831 3,890 2.4 %
33,300 31,709 31,412 19.6 %
Capital markets
Guggenheim Partners Investment Management Holdings, LLC(9)First lien senior secured loanSR +3.25%12/2029$5,000 $4,913 $4,913 3.1 %
5,000 4,913 4,913 3.1 %
Chemicals
Aruba Investments Holdings, LLC (dba Angus Chemical Company)(8)First lien senior secured loanSR +4.75%11/2027$3,000 $2,794 $2,933 1.9 %
Axalta Coating Systems US Holdings Inc.(9)(11)First lien senior secured loanSR +3.00%12/20295,000 4,950 5,000 3.1 %
Ineos US Finance LLC(9)First lien senior secured loanSR +3.75%11/20273,000 2,895 2,948 1.8 %
11,000 10,639 10,881 6.8 %
Consumer products
Olaplex, Inc.(8)First lien senior secured loanSR +3.50%02/2029$5,287 $4,905 $4,970 3.1 %
5,287 4,905 4,970 3.1 %
Containers and packaging
Berlin Packaging L.L.C.(7)(11)First lien senior secured loanL +3.75%03/2028$10,547 $10,102 $10,127 6.3 %
BW Holding, Inc.(9)First lien senior secured loanSR +4.00%12/20287,767 7,637 7,146 4.5 %
72

Blue Owl Credit Income Corp.
Notes to Consolidated Financial Statements - Continued
(Unaudited)
Blue Owl Credit Income Senior Loan Fund's Portfolio as of December 31, 2022
($ in thousands)
Company(1)(2)(4)(5)InvestmentInterestMaturity
Date
Par /
Units
Amortized
Cost(3)
Fair
Value
Percentage of Members’ Equity
Ring Container Technologies Group, LLC(6)First lien senior secured loanL +3.50%08/20289,762 9,585 9,616 6.0 %
Tricorbraun Holdings, Inc.(6)(11)First lien senior secured loanL +3.25%03/202810,546 9,995 10,040 6.3 %
Valcour Packaging, LLC(9)First lien senior secured loanSR +3.75%10/20289,925 9,901 8,883 5.5 %
48,547 47,220 45,812 28.6 %
Distribution
BCPE Empire Holdings, Inc. (dba Imperial-Dade)(8)(11)First lien senior secured loanSR +4.63%06/2026$9,762 $9,434 $9,469 5.9 %
Dealer Tire, LLC(8)First lien senior secured loanSR +4.25%12/20273,959 3,888 3,900 2.4 %
SRS Distribution, Inc.(6)First lien senior secured loanL +3.50%06/202810,573 9,839 10,097 6.3 %
White Cap Supply Holdings, LLC(8)(11)First lien senior secured loanSR +3.75%10/202710,573 10,020 10,208 6.4 %
34,867 33,181 33,674 21.0 %
Diversified financial services
Focus Financial Partners, LLC(8)(11)First lien senior secured loanSR +3.25%06/2028$4,988 $4,901 $4,921 3.1 %
4,988 4,901 4,921 3.1 %
Education
Severin Acquisition, LLC (dba Powerschool)(8)First lien senior secured loanSR +3.00%08/2025$4,897 $4,807 $4,860 3.0 %
Sophia, L.P.(8)First lien senior secured loanSR +4.25%10/20279,762 9,739 9,738 6.1 %
14,659 14,546 14,598 9.1 %
Energy equipment and services
AZZ Inc.(9)First lien senior secured loanSR +4.25%05/2029$7,950 $7,882 $7,950 5.0 %
Brookfield WEC Holdings Inc.(8)(11)First lien senior secured loanSR +3.75%08/20253,491 3,465 3,473 2.1 %
Pike Corp.(6)(11)First lien senior secured loanL +3.00%01/20289,800 9,607 9,651 6.0 %
21,241 20,954 21,074 13.1 %
Financial services
Acuris Finance US, Inc. (ION Analytics) (9)(11)First lien senior secured loanSR +4.00%02/2028$4,500 $4,396 $4,416 2.8 %
AllSpring Buyer(9)First lien senior secured loanSR +4.00%11/20284,988 4,921 4,925 3.1 %
Deerfield Dakota Holding, LLC(8)(11)First lien senior secured loanSR +3.75%04/20275,910 5,597 5,509 3.4 %
15,398 14,914 14,850 9.3 %
Food and beverage
Eagle Parent Corp.(9)(11)First lien senior secured loanSR +4.25%04/2029$2,722 $2,674 $2,668 1.7 %
Naked Juice LLC (dba Tropicana)(9)(11)First lien senior secured loanSR +3.25%01/202910,573 9,668 9,430 5.9 %
Nomad Foods Europe Midco Ltd.(8)(11)First lien senior secured loanSR +3.75%11/20295,000 4,801 4,979 3.1 %
Pegasus BidCo B.V.(9)First lien senior secured loanSR +4.25%07/20294,500 4,306 4,354 2.7 %
Shearer’s Foods, LLC(6)(11)First lien senior secured loanL +3.50%09/20278,807 8,196 8,376 5.2 %
31,602 29,645 29,807 18.6 %
Healthcare equipment and services
Confluent Medical Technologies, Inc.(9)First lien senior secured loanSR +3.75%02/2029$9,762 $9,620 $9,250 5.8 %
Dermatology Intermediate Holdings III, Inc(8)First lien senior secured loanSR +4.25%03/20299,950 9,829 9,751 6.1 %
73

Blue Owl Credit Income Corp.
Notes to Consolidated Financial Statements - Continued
(Unaudited)
Blue Owl Credit Income Senior Loan Fund's Portfolio as of December 31, 2022
($ in thousands)
Company(1)(2)(4)(5)InvestmentInterestMaturity
Date
Par /
Units
Amortized
Cost(3)
Fair
Value
Percentage of Members’ Equity
Dermatology Intermediate Holdings III, Inc(8)(12)First lien senior secured delayed draw term loanSR +4.25%03/20291,629 1,618 1,596 1.0 %
Medline Borrower, LP(6)(11)First lien senior secured loanL +3.25%10/20286,327 5,831 6,005 3.7 %
MJH Healthcare Holdings, LLC(8)First lien senior secured loanSR +3.50%01/20293,831 3,767 3,678 2.3 %
Natus Medical Inc.(10)First lien senior secured loanSR +5.50%07/20294,500 4,191 4,207 2.6 %
35,999 34,856 34,487 21.5 %
Healthcare providers and services
Covetrus, Inc.(9)(11)First lien senior secured loanSR +5.00%10/2029$9,500 $8,940 $8,878 5.5 %
Pediatric Associates Holding Company, LLC(6)First lien senior secured loanL +3.25%12/20283,422 3,356 3,242 2.0 %
Phoenix Newco, Inc. (dba Parexel)(6)(11)First lien senior secured loanL +3.25%11/20287,444 7,170 7,156 4.5 %
Physician Partners, LLC(8)(11)First lien senior secured loanSR +4.00%12/20289,950 9,407 9,457 5.9 %
Premise Health Holding(9)First lien senior secured loanSR +4.75%07/20253,234 3,197 3,193 2.0 %
33,550 32,070 31,926 19.9 %
Healthcare technology
Athenahealth Group Inc.(8)(11)First lien senior secured loanSR +3.50%02/2029$9,403 $8,636 $8,466 5.3 %
Athenahealth Group Inc.(8)(11)(12)First lien senior secured delayed draw term loanSR +3.50%02/2029— (112)(109)(0.1)%
Imprivata, Inc.(8)First lien senior secured loanSR +4.25%12/20279,762 9,583 9,396 5.9 %
Verscend Holding Corp.(6)First lien senior secured loanL +4.00%08/20259,944 9,821 9,870 6.1 %
29,109 27,928 27,623 17.2 %
Infrastructure and environmental services
Osmose Utilities Services, Inc.(6)First lien senior secured loanL +3.25%06/2028$9,762 $9,052 $9,249 5.8 %
USIC Holdings, Inc.(6)(11)First lien senior secured loanL +3.50%05/20282,977 2,831 2,837 1.7 %
12,739 11,883 12,086 7.5 %
Insurance
Acrisure, LLC(9)First lien senior secured loanSR +5.75%02/2027$6,500 $6,182 $6,435 4.1 %
AssuredPartners, Inc.(8)First lien senior secured loanSR +4.25%02/20274,988 4,814 4,875 3.0 %
Hub International Limited(7)(11)First lien senior secured loanL +3.25%04/20259,924 9,756 9,823 6.1 %
21,412 20,752 21,133 13.2 %
Internet software and services
Barracuda Parent, LLC(8)First lien senior secured loanSR +4.50%08/2029$10,600 $10,141 $10,203 6.3 %
CDK Global, Inc.(9)(11)First lien senior secured loanSR +4.50%07/202910,600 10,366 10,492 6.5 %
Delta TopCo, Inc. (dba Infoblox, Inc.)(9)(11)First lien senior secured loanSR +3.75%12/202710,573 9,666 9,741 6.1 %
E2open, LLC(6)(11)First lien senior secured loanL +3.50%02/20283,868 3,756 3,793 2.4 %
Hyland Software, Inc.(6)(11)First lien senior secured loanL +3.50%07/20249,948 9,732 9,802 6.1 %
Sophos Holdings, LLC(7)First lien senior secured loanL +3.50%03/202710,546 10,319 10,203 6.4 %
56,135 53,980 54,234 33.8 %
Leisure and entertainment
Blue Owl Credit Income Senior Loan Fund's Portfolio as of December 31, 2022
($ in thousands)
Company(1)(2)(4)(5)InvestmentInterestMaturity
Date
Par /
Units
Amortized
Cost(3)
Fair
Value
Percentage of Members’ Equity
Debt Investments
Aerospace and defense
Bleriot US Bidco Inc.(7)First lien senior secured loanL +4.00%10/2026$5,273 $5,178 $5,207 3.2 %
Peraton Corp.(6)First lien senior secured loanL +3.75%02/20287,571 7,290 7,382 4.6 %
Transdigm, Inc.(8)(11)First lien senior secured loanSR +3.25%02/20273,000 2,940 2,985 1.9 %
15,844 15,408 15,574 9.7 %
Automotive
PAI Holdco, Inc.(7)First lien senior secured loanL +3.75%10/2027$4,950 $4,538 $4,356 2.7 %
4,950 4,538 4,356 2.7 %
Buildings and real estate
Dodge Construction Network, LLC(10)First lien senior secured loanSR +4.75%02/2029$5,274 $4,917 $4,482 2.8 %
RealPage, Inc.(6)(11)First lien senior secured loanL +3.00%04/202810,547 9,925 10,009 6.2 %
Wrench Group LLC(7)First lien senior secured loanL +4.00%04/20269,761 9,737 9,419 5.9 %
74

Blue Owl Credit Income Corp.
Notes to Consolidated Financial Statements - Continued
(Unaudited)
Blue Owl Credit Income Senior Loan Fund's Portfolio as of December 31, 2022
($ in thousands)
Company(1)(2)(4)(5)InvestmentInterestMaturity
Date
Par /
Units
Amortized
Cost(3)
Fair
Value
Percentage of Members’ Equity
Delta 2 (Lux) SARL (dba Formula One)(8)First lien senior secured loanSR +3.25%01/2030$3,000 $2,970 $2,993 1.8 %
WMG Acquisition Corp.(8)(11)First lien senior secured loanSR +3.00%01/20284,000 3,922 3,953 2.5 %
7,000 6,892 6,946 4.3 %
Manufacturing
DXP Enterprises, Inc.(10)First lien senior secured loanSR +5.25%12/2027$4,987 $4,717 $4,738 3.0 %
Gates Global LLC(8)(11)First lien senior secured loanSR +3.50%11/20291,995 1,936 1,978 1.2 %
Pro Mach Group, Inc.(6)(11)First lien senior secured loanL +4.00%08/202810,547 10,282 10,241 6.4 %
Pro Mach Group, Inc.(9)First lien senior secured loanSR +5.00%08/20284,000 3,800 3,884 2.4 %
21,529 20,735 20,841 13.0 %
Professional services
Apex Group Treasury, LLC(9)First lien senior secured loanSR +5.00%07/2028$2,500 $2,350 $2,400 1.5 %
Apex Group Treasury, LLC(7)(11)First lien senior secured loanL +3.75%07/20284,938 4,748 4,691 2.9 %
EM Midco2 Ltd. (dba Element Materials Technology)(9)First lien senior secured loanSR +4.25%06/20292,053 1,988 2,012 1.3 %
Sovos Compliance, LLC(9)First lien senior secured loanSR +4.50%08/202810,547 10,200 9,703 6.0 %
20,038 19,286 18,806 11.7 %
Telecommunications
Park Place Technologies, LLC(8)(11)First lien senior secured loanSR +5.00%11/2027$9,762 $9,268 $9,172 5.7 %
Zayo Group Holdings, Inc.(8)(11)First lien senior secured loanSR +4.25%03/20279,925 8,294 8,196 5.1 %
19,687 17,562 17,368 10.8 %
Total Debt Investments$529,463 $507,996 $506,202 315.6 %
Total Investments$529,463 $507,996 $506,202 315.6 %
Blue Owl Credit Income Senior Loan Fund's Portfolio as of December 31, 2022
($ in thousands)
Company(1)(2)(4)(5)InvestmentInterestMaturity
Date
Par /
Units
Amortized
Cost(3)
Fair
Value
Percentage of Members’ Equity
25,582 24,579 23,910 14.9 %
Business services
BrightView Landscapes, LLC(8)First lien senior secured loanSR +3.25%04/2029$10,547 $10,230 $10,125 6.3 %
Brown Group Holdings, LLC(9)(11)First lien senior secured loanSR +3.75%07/20292,026 2,005 2,017 1.3 %
ConnectWise, LLC(7)(11)First lien senior secured loanL +3.50%09/202810,547 9,961 9,996 6.2 %
Packers Holdings, LLC(6)First lien senior secured loanL +3.25%03/20286,190 5,682 5,384 3.4 %
Vistage Worldwide, Inc.(8)First lien senior secured loanSR +5.25%07/20293,990 3,831 3,890 2.4 %
33,300 31,709 31,412 19.6 %
Capital markets
Guggenheim Partners Investment Management Holdings, LLC(9)First lien senior secured loanSR +3.25%12/2029$5,000 $4,913 $4,913 3.1 %
5,000 4,913 4,913 3.1 %
Chemicals
Aruba Investments Holdings, LLC (dba Angus Chemical Company)(8)First lien senior secured loanSR +4.75%11/2027$3,000 $2,794 $2,933 1.9 %
Axalta Coating Systems US Holdings Inc.(9)(11)First lien senior secured loanSR +3.00%12/20295,000 4,950 5,000 3.1 %
Ineos US Finance LLC(9)First lien senior secured loanSR +3.75%11/20273,000 2,895 2,948 1.8 %
11,000 10,639 10,881 6.8 %
Consumer products
Olaplex, Inc.(8)First lien senior secured loanSR +3.50%02/2029$5,287 $4,905 $4,970 3.1 %
5,287 4,905 4,970 3.1 %
Containers and packaging
Berlin Packaging L.L.C.(7)(11)First lien senior secured loanL +3.75%03/2028$10,547 $10,102 $10,127 6.3 %
BW Holding, Inc.(9)First lien senior secured loanSR +4.00%12/20287,767 7,637 7,146 4.5 %
Ring Container Technologies Group, LLC(6)First lien senior secured loanL +3.50%08/20289,762 9,585 9,616 6.0 %
Tricorbraun Holdings, Inc.(6)(11)First lien senior secured loanL +3.25%03/202810,546 9,995 10,040 6.3 %
Valcour Packaging, LLC(9)First lien senior secured loanSR +3.75%10/20289,925 9,901 8,883 5.5 %
48,547 47,220 45,812 28.6 %
Distribution
BCPE Empire Holdings, Inc. (dba Imperial-Dade)(8)(11)First lien senior secured loanSR +4.63%06/2026$9,762 $9,434 $9,469 5.9 %
Dealer Tire, LLC(8)First lien senior secured loanSR +4.25%12/20273,959 3,888 3,900 2.4 %
SRS Distribution, Inc.(6)First lien senior secured loanL +3.50%06/202810,573 9,839 10,097 6.3 %
White Cap Supply Holdings, LLC(8)(11)First lien senior secured loanSR +3.75%10/202710,573 10,020 10,208 6.4 %
34,867 33,181 33,674 21.0 %
Diversified financial services
Focus Financial Partners, LLC(8)(11)First lien senior secured loanSR +3.25%06/2028$4,988 $4,901 $4,921 3.1 %
4,988 4,901 4,921 3.1 %
Education
Severin Acquisition, LLC (dba Powerschool)(8)First lien senior secured loanSR +3.00%08/2025$4,897 $4,807 $4,860 3.0 %
Sophia, L.P.(8)First lien senior secured loanSR +4.25%10/20279,762 9,739 9,738 6.1 %
14,659 14,546 14,598 9.1 %
75

Blue Owl Credit Income Corp.
Notes to Consolidated Financial Statements - Continued
(Unaudited)
Blue Owl Credit Income Senior Loan Fund's Portfolio as of December 31, 2022
($ in thousands)
Company(1)(2)(4)(5)InvestmentInterestMaturity
Date
Par /
Units
Amortized
Cost(3)
Fair
Value
Percentage of Members’ Equity
Energy equipment and services
AZZ Inc.(9)First lien senior secured loanSR +4.25%05/2029$7,950 $7,882 $7,950 5.0 %
Brookfield WEC Holdings Inc.(8)(11)First lien senior secured loanSR +3.75%08/20253,491 3,465 3,473 2.1 %
Pike Corp.(6)(11)First lien senior secured loanL +3.00%01/20289,800 9,607 9,651 6.0 %
21,241 20,954 21,074 13.1 %
Financial services
Acuris Finance US, Inc. (ION Analytics) (9)(11)First lien senior secured loanSR +4.00%02/2028$4,500 $4,396 $4,416 2.8 %
AllSpring Buyer(9)First lien senior secured loanSR +4.00%11/20284,988 4,921 4,925 3.1 %
Deerfield Dakota Holding, LLC(8)(11)First lien senior secured loanSR +3.75%04/20275,910 5,597 5,509 3.4 %
15,398 14,914 14,850 9.3 %
Food and beverage
Eagle Parent Corp.(9)(11)First lien senior secured loanSR +4.25%04/2029$2,722 $2,674 $2,668 1.7 %
Naked Juice LLC (dba Tropicana)(9)(11)First lien senior secured loanSR +3.25%01/202910,573 9,668 9,430 5.9 %
Nomad Foods Europe Midco Ltd.(8)(11)First lien senior secured loanSR +3.75%11/20295,000 4,801 4,979 3.1 %
Pegasus BidCo B.V.(9)First lien senior secured loanSR +4.25%07/20294,500 4,306 4,354 2.7 %
Shearer’s Foods, LLC(6)(11)First lien senior secured loanL +3.50%09/20278,807 8,196 8,376 5.2 %
31,602 29,645 29,807 18.6 %
Healthcare equipment and services
Confluent Medical Technologies, Inc.(9)First lien senior secured loanSR +3.75%02/2029$9,762 $9,620 $9,250 5.8 %
Dermatology Intermediate Holdings III, Inc(8)First lien senior secured loanSR +4.25%03/20299,950 9,829 9,751 6.1 %
Dermatology Intermediate Holdings III, Inc(8)(12)First lien senior secured delayed draw term loanSR +4.25%03/20291,629 1,618 1,596 1.0 %
Medline Borrower, LP(6)(11)First lien senior secured loanL +3.25%10/20286,327 5,831 6,005 3.7 %
MJH Healthcare Holdings, LLC(8)First lien senior secured loanSR +3.50%01/20293,831 3,767 3,678 2.3 %
Natus Medical Inc.(10)First lien senior secured loanSR +5.50%07/20294,500 4,191 4,207 2.6 %
35,999 34,856 34,487 21.5 %
Healthcare providers and services
Covetrus, Inc.(9)(11)First lien senior secured loanSR +5.00%10/2029$9,500 $8,940 $8,878 5.5 %
Pediatric Associates Holding Company, LLC(6)First lien senior secured loanL +3.25%12/20283,422 3,356 3,242 2.0 %
Phoenix Newco, Inc. (dba Parexel)(6)(11)First lien senior secured loanL +3.25%11/20287,444 7,170 7,156 4.5 %
Physician Partners, LLC(8)(11)First lien senior secured loanSR +4.00%12/20289,950 9,407 9,457 5.9 %
Premise Health Holding(9)First lien senior secured loanSR +4.75%07/20253,234 3,197 3,193 2.0 %
33,550 32,070 31,926 19.9 %
Healthcare technology
Athenahealth Group Inc.(8)(11)First lien senior secured loanSR +3.50%02/2029$9,403 $8,636 $8,466 5.3 %
Athenahealth Group Inc.(8)(11)(12)First lien senior secured delayed draw term loanSR +3.50%02/2029— (112)(109)(0.1)%
Imprivata, Inc.(8)First lien senior secured loanSR +4.25%12/20279,762 9,583 9,396 5.9 %
76

Blue Owl Credit Income Corp.
Notes to Consolidated Financial Statements - Continued
(Unaudited)
Blue Owl Credit Income Senior Loan Fund's Portfolio as of December 31, 2022
($ in thousands)
Company(1)(2)(4)(5)InvestmentInterestMaturity
Date
Par /
Units
Amortized
Cost(3)
Fair
Value
Percentage of Members’ Equity
Verscend Holding Corp.(6)First lien senior secured loanL +4.00%08/20259,944 9,821 9,870 6.1 %
29,109 27,928 27,623 17.2 %
Infrastructure and environmental services
Osmose Utilities Services, Inc.(6)First lien senior secured loanL +3.25%06/2028$9,762 $9,052 $9,249 5.8 %
USIC Holdings, Inc.(6)(11)First lien senior secured loanL +3.50%05/20282,977 2,831 2,837 1.7 %
12,739 11,883 12,086 7.5 %
Insurance
Acrisure, LLC(9)First lien senior secured loanSR +5.75%02/2027$6,500 $6,182 $6,435 4.1 %
AssuredPartners, Inc.(8)First lien senior secured loanSR +4.25%02/20274,988 4,814 4,875 3.0 %
Hub International Limited(7)(11)First lien senior secured loanL +3.25%04/20259,924 9,756 9,823 6.1 %
21,412 20,752 21,133 13.2 %
Internet software and services
Barracuda Parent, LLC(8)First lien senior secured loanSR +4.50%08/2029$10,600 $10,141 $10,203 6.3 %
CDK Global, Inc.(9)(11)First lien senior secured loanSR +4.50%07/202910,600 10,366 10,492 6.5 %
Delta TopCo, Inc. (dba Infoblox, Inc.)(9)(11)First lien senior secured loanSR +3.75%12/202710,573 9,666 9,741 6.1 %
E2open, LLC(6)(11)First lien senior secured loanL +3.50%02/20283,868 3,756 3,793 2.4 %
Hyland Software, Inc.(6)(11)First lien senior secured loanL +3.50%07/20249,948 9,732 9,802 6.1 %
Sophos Holdings, LLC(7)First lien senior secured loanL +3.50%03/202710,546 10,319 10,203 6.4 %
56,135 53,980 54,234 33.8 %
Leisure and entertainment
Delta 2 (Lux) SARL (dba Formula One)(8)First lien senior secured loanSR +3.25%01/2030$3,000 $2,970 $2,993 1.8 %
WMG Acquisition Corp.(8)(11)First lien senior secured loanSR +3.00%01/20284,000 3,922 3,953 2.5 %
7,000 6,892 6,946 4.3 %
Manufacturing
DXP Enterprises, Inc.(10)First lien senior secured loanSR +5.25%12/2027$4,987 $4,717 $4,738 3.0 %
Gates Global LLC(8)(11)First lien senior secured loanSR +3.50%11/20291,995 1,936 1,978 1.2 %
Pro Mach Group, Inc.(6)(11)First lien senior secured loanL +4.00%08/202810,547 10,282 10,241 6.4 %
Pro Mach Group, Inc.(9)First lien senior secured loanSR +5.00%08/20284,000 3,800 3,884 2.4 %
21,529 20,735 20,841 13.0 %
Professional services
Apex Group Treasury, LLC(9)First lien senior secured loanSR +5.00%07/2028$2,500 $2,350 $2,400 1.5 %
Apex Group Treasury, LLC(7)(11)First lien senior secured loanL +3.75%07/20284,938 4,748 4,691 2.9 %
EM Midco2 Ltd. (dba Element Materials Technology)(9)First lien senior secured loanSR +4.25%06/20292,053 1,988 2,012 1.3 %
Sovos Compliance, LLC(9)First lien senior secured loanSR +4.50%08/202810,547 10,200 9,703 6.0 %
20,038 19,286 18,806 11.7 %
Telecommunications
Park Place Technologies, LLC(8)(11)First lien senior secured loanSR +5.00%11/2027$9,762 $9,268 $9,172 5.7 %
77

Blue Owl Credit Income Corp.
Notes to Consolidated Financial Statements - Continued
(Unaudited)
Blue Owl Credit Income Senior Loan Fund's Portfolio as of December 31, 2022
($ in thousands)
Company(1)(2)(4)(5)InvestmentInterestMaturity
Date
Par /
Units
Amortized
Cost(3)
Fair
Value
Percentage of Members’ Equity
Zayo Group Holdings, Inc.(8)(11)First lien senior secured loanSR +4.25%03/20279,925 8,294 8,196 5.1 %
19,687 17,562 17,368 10.8 %
Total Debt Investments$529,463 $507,996 $506,202 315.6 %
Total Investments$529,463 $507,996 $506,202 315.6 %
_____________
1.(1)Certain portfolio company investments are subject to contractual restrictions on sales.
2.(2)Unless otherwise indicated, OCIC SLF's investments are pledged as collateral supporting the amounts outstanding under OCIC SLF's SPV Asset Facilities.
3.(3)The amortized cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method.
4.(4)Unless otherwise indicated, all investments are considered Level 3 investments.
5.(5)Unless otherwise indicated, loan contains a variable rate structure, which 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), Secured Overnight Financing Rate (“SOFR” or “SR”) (which can include one-, three-, six- or twelve-month SOFR) 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.(6)The interest rate on these loans is subject to 1 month LIBOR, which as of December 31, 2022 was 4.39%.
7.(7)The interest rate on these loans is subject to 3 month LIBOR, which as of December 31, 2022 was 4.77%.
8.(8)The interest rate on these loans is subject to 1 month SOFR, which as of December 31, 2022 was 4.36%.
9.(9)The interest rate on these loans is subject to 3 month SOFR, which as of December 31, 2022 was 4.59%.
10.(10)The interest rate on these loans is subject to 6 month SOFR, which as of December 31, 2022 was 4.78%.
11.(11)Level 2 investment.
12.(12)Position or portion thereof is an unfunded loan commitment.

7578

Blue Owl Credit Income Corp.
Notes to Consolidated Financial Statements - Continued
(Unaudited)
Below is selected balance sheet information for OCIC SLF as of the following periods:
($ in thousands)($ in thousands)June 30, 2023
(Unaudited)
December 31, 2022($ in thousands)September 30, 2023
(Unaudited)
December 31, 2022
AssetsAssetsAssets
Investments at fair value (amortized cost of $786,298 and $507,996, respectively)$789,823 $506,202 
Investments at fair value (amortized cost of $930,182 and $507,996, respectively)Investments at fair value (amortized cost of $930,182 and $507,996, respectively)$937,763 $506,202 
CashCash17,288 15,237 Cash103,929 15,237 
Interest receivableInterest receivable2,373 2,202 Interest receivable5,148 2,202 
Receivable due on investments soldReceivable due on investments sold— 4,622 Receivable due on investments sold9,903 4,622 
Prepaid expenses and other assetsPrepaid expenses and other assets151 Prepaid expenses and other assets662 151 
Total AssetsTotal Assets$809,485 $528,414 Total Assets$1,057,405 $528,414 
LiabilitiesLiabilitiesLiabilities
Debt (net of unamortized debt issuance costs of $4,082 and $3,509, respectively)$499,139 $343,035 
Debt (net of unamortized debt issuance costs of $6,125 and $3,509, respectively)Debt (net of unamortized debt issuance costs of $6,125 and $3,509, respectively)$678,714 $343,035 
Payable for investments purchasedPayable for investments purchased40,460 13,958 Payable for investments purchased64,180 13,958 
Interest payableInterest payable1,417 1,522 Interest payable1,280 1,522 
Return of capital payableReturn of capital payable— 4,489 Return of capital payable— 4,489 
Distribution payableDistribution payable9,455 3,624 Distribution payable9,943 3,624 
Accrued expenses and other liabilitiesAccrued expenses and other liabilities466 1,337 Accrued expenses and other liabilities688 1,337 
Total LiabilitiesTotal Liabilities$550,937 $367,965 Total Liabilities$754,805 $367,965 
Members’ EquityMembers’ EquityMembers’ Equity
Members’ EquityMembers’ Equity258,548 160,449 Members’ Equity302,600 160,449 
Total Members’ EquityTotal Members’ Equity258,548 160,449 Total Members’ Equity302,600 160,449 
Total Liabilities and Members’ EquityTotal Liabilities and Members’ Equity$809,485 $528,414 Total Liabilities and Members’ Equity$1,057,405 $528,414 
Below is selected statement of operations information for OCIC SLF as of the following periods:
($ in thousands)($ in thousands)For the Three Months Ended June 30, 2023 (Unaudited)For the Six Months Ended June 30, 2023 (Unaudited)($ in thousands)For the Three Months Ended September 30, 2023 (Unaudited)For the Nine Months Ended September 30, 2023 (Unaudited)
Investment IncomeInvestment IncomeInvestment Income
Interest incomeInterest income$17,609 $30,790 Interest income$21,115 $51,905 
Total Investment IncomeTotal Investment Income17,609 30,790 Total Investment Income21,115 51,905 
Operating ExpensesOperating ExpensesOperating Expenses
Interest expenseInterest expense$7,824 $13,718 Interest expense$10,027 $23,745 
Professional feesProfessional fees170 360 Professional fees699 1,059 
Other general and administrativeOther general and administrative146 275 Other general and administrative178 453 
Total Operating ExpensesTotal Operating Expenses8,140 14,353 Total Operating Expenses10,904 25,257 
Net Investment IncomeNet Investment Income$9,469 $16,437 Net Investment Income$10,211 $26,648 
Net Realized and Change in Unrealized Gain (Loss) on InvestmentsNet Realized and Change in Unrealized Gain (Loss) on InvestmentsNet Realized and Change in Unrealized Gain (Loss) on Investments
Net change in unrealized gain (loss) on investmentsNet change in unrealized gain (loss) on investments1,656 5,319 Net change in unrealized gain (loss) on investments4,056 9,375 
Net realized gain (loss) on investmentsNet realized gain (loss) on investments16 Net realized gain (loss) on investments(272)(256)
Total Net Realized and Change in Unrealized Gain (Loss) on InvestmentsTotal Net Realized and Change in Unrealized Gain (Loss) on Investments1,658 5,335 Total Net Realized and Change in Unrealized Gain (Loss) on Investments3,784 9,119 
Net Increase in Members’ Equity Resulting from OperationsNet Increase in Members’ Equity Resulting from Operations$11,127 $21,772 Net Increase in Members’ Equity Resulting from Operations$13,995 $35,767 

Note 5. Fair Value of Investments

Investments

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

7679

Blue Owl Credit Income Corp.
Notes to Consolidated Financial Statements - Continued
(Unaudited)
Fair Value Hierarchy as of June 30, 2023Fair Value Hierarchy as of September 30, 2023
($ in thousands)($ in thousands)Level 1Level 2Level 3Total($ in thousands)Level 1Level 2Level 3Total
First-lien senior secured debt investments(1)First-lien senior secured debt investments(1)$— $1,294,947 $9,215,983 $10,510,930 First-lien senior secured debt investments(1)$— $1,610,334 $10,058,799 $11,669,133 
Second-lien senior secured debt investmentsSecond-lien senior secured debt investments— 218,005 938,417 1,156,422 Second-lien senior secured debt investments— 207,150 941,765 1,148,915 
Unsecured debt investmentsUnsecured debt investments— 51,372 176,287 227,659 Unsecured debt investments— 52,618 176,963 229,581 
Preferred equity investments(1)(2)
Preferred equity investments(1)(2)
— — 652,907 652,907 
Preferred equity investments(1)(2)
— — 657,408 657,408 
Common equity investments(2)(3)
Common equity investments(2)(3)
— — 325,496 325,496 
Common equity investments(2)(3)
— — 397,471 397,471 
SubtotalSubtotal$— $1,564,324 $11,309,090 $12,873,414 Subtotal$— $1,870,102 $12,232,406 $14,102,508 
Investments measured at NAV(3)(4)
Investments measured at NAV(3)(4)
— — — 226,230 
Investments measured at NAV(3)(4)
— — — 264,772 
Total Investments at fair valueTotal Investments at fair value$— $1,564,324 $11,309,090 $13,099,644 Total Investments at fair value$— $1,870,102 $12,232,406 $14,367,280 
_______________
(1)Includes debt investment in Amergin AssetCo.
(2)Includes equity investment in LSI Financing.
(2)(3)Includes equity investments in Amergin AssetCo and Fifth Season.
(3)(4)Includes equity investment in OCIC SLF.

Fair Value Hierarchy as of December 31, 2022
($ in thousands)Level 1Level 2Level 3Total
First-lien senior secured debt investments$— $845,039 $7,603,501 $8,448,540 
Second-lien senior secured debt investments— 123,639 1,019,223 1,142,862 
Unsecured debt investments— — 211,328 211,328 
Preferred equity investments(1)
— — 500,023 500,023 
Common equity investments(2)
— — 264,437 264,437 
Subtotal$— $968,678 $9,598,512 $10,567,190 
Investments measured at NAV(3)
— — — 140,394 
Total Investments at fair value$— $968,678 $9,598,512 $10,707,584 
_______________
(1)Includes equity investment in LSI Financing.
(2)Includes equity investments in Amergin AssetCo and Fifth Season.
(3)Includes equity investment in OCIC SLF.

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 following periods:
As of and for the Three Months Ended June 30, 2023As of and for the Three Months Ended September 30, 2023
($ in thousands)($ in thousands)First-lien senior secured debt investmentsSecond-lien senior secured debt investmentsUnsecured debt investmentsPreferred equity investmentsCommon equity investmentsTotal($ in thousands)First-lien senior secured debt investmentsSecond-lien senior secured debt investmentsUnsecured debt investmentsPreferred equity investmentsCommon equity investmentsTotal
Fair value, beginning of periodFair value, beginning of period$7,969,726 $942,097 $170,187 $605,447 $282,725 $9,970,182 Fair value, beginning of period$9,215,983 $938,417 $176,287 $652,907 $325,496 $11,309,090 
Purchases of investments, netPurchases of investments, net1,386,330 — — 35,961 37,320 1,459,611 Purchases of investments, net1,032,428 — — 66,880 1,099,309 
Payment-in-kindPayment-in-kind15,223 1,751 5,480 16,519 98 39,071 Payment-in-kind15,000 1,881 4,689 11,503 24 33,097 
Proceeds from investments, netProceeds from investments, net(138,788)— — (2,974)(2,313)(144,075)Proceeds from investments, net(171,797)— — (12,068)— (183,865)
Net change in unrealized gain (loss)Net change in unrealized gain (loss)1,938 (5,714)603 (2,363)7,666 2,130 Net change in unrealized gain (loss)2,333 8,432 (4,030)3,984 5,071 15,790 
Net realized gains (losses)Net realized gains (losses)(2)— — — — (2)Net realized gains (losses)(4)— — 484 — 480 
Net amortization/accretion of premium/discount on investmentsNet amortization/accretion of premium/discount on investments6,412 283 17 317 — 7,029 Net amortization/accretion of premium/discount on investments7,845 290 17 598 — 8,750 
Transfers between investment typesTransfers between investment types— — — — Transfers between investment types— — — — — — 
Transfers into (out of) Level 3(1)
Transfers into (out of) Level 3(1)
(24,857)— — — — (24,857)
Transfers into (out of) Level 3(1)
(42,989)(7,256)— — — (50,245)
Fair value, end of periodFair value, end of period$9,215,983 $938,417 $176,287 $652,907 $325,496 $11,309,090 Fair value, end of period$10,058,799 $941,765 $176,963 $657,408 $397,471 $12,232,406 
_______________
7780

Blue Owl Credit Income Corp.
Notes to Consolidated Financial Statements - Continued
(Unaudited)
_______________
(1)Transfers between levels, if any, are recognized at the beginning of the period in which the transfers occur. For the three months ended JuneSeptember 30, 2023, transfers out of Level 3 into Level 2 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, 2023As of and for the Nine Months Ended September 30, 2023
($ in thousands)($ in thousands)First-lien senior secured debt investmentsSecond-lien senior secured debt investmentsUnsecured debt investmentsPreferred equity investmentsCommon equity investmentsTotal($ in thousands)First-lien senior secured debt investmentsSecond-lien senior secured debt investmentsUnsecured debt investmentsPreferred equity investmentsCommon equity investmentsTotal
Fair value, beginning of periodFair value, beginning of period$7,603,501 $1,019,223 $211,328 $500,023 $264,437 $9,598,512 Fair value, beginning of period$7,603,501 $1,019,223 $211,328 $500,023 $264,437 $9,598,512 
Purchases of investments, netPurchases of investments, net1,913,581 — 613 116,611 52,407 2,083,212 Purchases of investments, net2,902,705 613 116,612 119,287 3,139,218 
Payment-in-kindPayment-in-kind23,306 3,441 8,934 36,833 119 72,633 Payment-in-kind38,307 5,323 13,623 48,336 143 105,732 
Proceeds from investments, netProceeds from investments, net(176,146)— (3)(2,974)(2,313)(181,436)Proceeds from investments, net(360,665)— (3)(15,043)(2,313)(378,024)
Net change in unrealized gain (loss)Net change in unrealized gain (loss)34,505 (1,289)3,186 1,806 8,028 46,236 Net change in unrealized gain (loss)36,665 7,070 (845)5,790 13,099 61,779 
Net realized gains (losses)Net realized gains (losses)(4,579)— — — — (4,579)Net realized gains (losses)(4,583)— — 484 — (4,099)
Net amortization/accretion of premium/discount on investmentsNet amortization/accretion of premium/discount on investments11,437 561 71 608 — 12,677 Net amortization/accretion of premium/discount on investments19,311 849 89 1,206 — 21,455 
Transfers between investment typesTransfers between investment types(2,818)— — — 2,818 — Transfers between investment types(2,818)— — — 2,818 — 
Transfers into (out of) Level 3(1)
Transfers into (out of) Level 3(1)
(186,804)(83,519)(47,842)— — (318,165)
Transfers into (out of) Level 3(1)
(173,624)(90,701)(47,842)— — (312,167)
Fair value, end of periodFair value, end of period$9,215,983 $938,417 $176,287 $652,907 $325,496 $11,309,090 Fair value, end of period$10,058,799 $941,765 $176,963 $657,408 $397,471 $12,232,406 
_______________
(1)Transfers between levels, if any, are recognized at the beginning of the period in which the transfers occur. For the sixnine months ended JuneSeptember 30, 2023, transfers out of Level 3 into Level 2 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, 2022As of and for the Three Months Ended September 30, 2022
($ in thousands)($ in thousands)First-lien senior secured debt investmentsSecond-lien senior secured debt investmentsUnsecured debt investmentsPreferred equity investmentsCommon equity investmentsTotal($ in thousands)First-lien senior secured debt investmentsSecond-lien senior secured debt investmentsUnsecured debt investmentsPreferred equity investmentsCommon equity investmentsTotal
Fair value, beginning of periodFair value, beginning of period$3,735,077 $602,817 $123,608 $156,555 $101,090 $4,719,147 Fair value, beginning of period$5,845,642 $758,921 $152,698 $411,936 $127,965 $7,297,162 
Purchases of investments, netPurchases of investments, net2,292,454 215,592 34,078 261,348 31,046 2,834,518 Purchases of investments, net1,411,759 96,934 — 49,947 22,908 1,581,548 
Payment-in-kindPayment-in-kind7,701 1,475 2,532 3,915 14 15,637 Payment-in-kind4,337 869 2,896 5,976 21 14,099 
Proceeds from investments, netProceeds from investments, net(152,174)(39,832)— — — (192,006)Proceeds from investments, net(108,434)— — — — (108,434)
Net change in unrealized gain (loss)Net change in unrealized gain (loss)(45,346)(23,870)(7,565)(9,976)(4,183)(90,940)Net change in unrealized gain (loss)44,344 (1,909)(6,396)11 12,267 48,317 
Net realized gains (losses)Net realized gains (losses)108 — — — — 108 Net realized gains (losses)86 — — — — 86 
Net amortization/accretion of premium/discount on investmentsNet amortization/accretion of premium/discount on investments2,887 236 45 94 (2)3,260 Net amortization/accretion of premium/discount on investments4,412 328 53 253 — 5,046 
Transfers between investment typesTransfers between investment types— — — — — — Transfers between investment types— — — — — — 
Transfers into (out of) Level 3(1)
Transfers into (out of) Level 3(1)
4,935 2,503 — — — 7,438 
Transfers into (out of) Level 3(1)
(33,104)(63,167)— — — (96,271)
Fair value, end of periodFair value, end of period$5,845,642 $758,921 $152,698 $411,936 $127,965 $7,297,162 Fair value, end of period$7,169,042 $791,976 $149,251 $468,123 $163,161 $8,741,553 
(1)Transfers between levels, if any, are recognized at the beginning of the period in which the transfers occur. For the three months ended JuneSeptember 30, 2022, transfers intoout of Level 3 out ofinto Level 2 were as a result of changes in the observability of significant inputs for certain portfolio companies.


7881

Blue Owl Credit Income Corp.
Notes to Consolidated Financial Statements - Continued
(Unaudited)
As of and for the Six Months Ended June 30, 2022As of and for the Nine Months Ended September 30, 2022
($ in thousands)($ in thousands)First-lien senior secured debt investmentsSecond-lien senior secured debt investmentsUnsecured debt investmentsPreferred equity investmentsCommon equity investmentsTotal($ in thousands)First-lien senior secured debt investmentsSecond-lien senior secured debt investmentsUnsecured debt investmentsPreferred equity investmentsCommon equity investmentsTotal
Fair value, beginning of periodFair value, beginning of period$2,328,346 $450,477 $2,116 $56,970 $71,705 $2,909,614 Fair value, beginning of period$2,328,346 $450,477 $2,116 $56,970 $71,705 $2,909,614 
Purchases of investments, netPurchases of investments, net3,731,936 384,585 154,853 359,358 57,151 4,687,883 Purchases of investments, net5,109,129 434,636 154,853 409,305 80,059 6,187,982 
Payment-in-kindPayment-in-kind11,360 2,561 2,614 6,938 40 23,513 Payment-in-kind15,697 3,429 5,510 12,915 61 37,612 
Proceeds from investments, netProceeds from investments, net(196,052)(39,832)— (642)— (236,526)Proceeds from investments, net(299,517)(39,832)— (642)— (339,991)
Net change in unrealized gain (loss) on investmentsNet change in unrealized gain (loss) on investments(59,849)(26,799)(6,940)(10,958)(1,054)(105,600)Net change in unrealized gain (loss) on investments(15,039)(24,416)(13,336)(10,947)11,213 (52,525)
Net realized gain (loss) on investmentsNet realized gain (loss) on investments156 — — 202 — 358 Net realized gain (loss) on investments242 — — 202 — 444 
Net amortization/accretion of premium/discount on investmentsNet amortization/accretion of premium/discount on investments4,855 367 55 191 — 5,468 Net amortization/accretion of premium/discount on investments9,274 514 108 443 — 10,339 
Transfers between investment typesTransfers between investment types— — — (123)123 — Transfers between investment types— — — (123)123 — 
Transfers into (out of) Level 3(1)
Transfers into (out of) Level 3(1)
24,890 (12,438)— — — 12,452 
Transfers into (out of) Level 3(1)
20,910 (32,832)— — — (11,922)
Fair value, end of periodFair value, end of period$5,845,642 $758,921 $152,698 $411,936 $127,965 $7,297,162 Fair value, end of period$7,169,042 $791,976 $149,251 $468,123 $163,161 $8,741,553 
(1)Transfers between levels, if any, are recognized at the beginning of the period in which the transfers occur. For the sixnine months ended JuneSeptember 30, 2022, transfers out of Level 23 into Level 32 and transfers into Level 23 from Level 32 were as a result of changes in the observability of significant inputs for certain portfolio companies.
The below tables present information with respect to the net change in unrealized gains (losses) on investments for which Level 3 inputs were used in determining the fair value that are still held by the Company for the following periods:
($ in thousands)($ in thousands)Net change in unrealized gain (loss) for the Three Months Ended June 30, 2023 on Investments Held at June 30, 2023Net change in unrealized gain (loss) for the Three Months Ended June 30, 2022 on Investments Held at June 30, 2022($ in thousands)Net change in unrealized gain (loss) for the Three Months Ended September 30, 2023 on Investments Held at September 30, 2023Net change in unrealized gain (loss) for the Three Months Ended September 30, 2022 on Investments Held at September 30, 2022
First-lien senior secured debt investmentsFirst-lien senior secured debt investments$2,025 $(45,471)First-lien senior secured debt investments$2,333 $44,807 
Second-lien senior secured debt investmentsSecond-lien senior secured debt investments(5,714)(23,860)Second-lien senior secured debt investments8,432 1,749 
Unsecured debt investmentsUnsecured debt investments601 (7,565)Unsecured debt investments(4,030)(6,396)
Preferred equity investmentsPreferred equity investments(2,363)(9,991)Preferred equity investments3,984 11 
Common equity investmentsCommon equity investments7,664 (4,182)Common equity investments5,071 12,267 
Total InvestmentsTotal Investments$2,213 $(91,069)Total Investments$15,790 $52,438 
($ in thousands)($ in thousands)Net change in unrealized gain (loss) for the Six Months Ended June 30, 2023 on Investments Held at June 30, 2023Net change in unrealized gain (loss) for the Six Months Ended June 30, 2022 on Investments Held at June 30, 2022($ in thousands)Net change in unrealized gain (loss) for the Nine Months Ended September 30, 2023 on Investments Held at September 30, 2023Net change in unrealized gain (loss) for the Nine Months Ended September 30, 2022 on Investments Held at September 30, 2022
First-lien senior secured debt investmentsFirst-lien senior secured debt investments$34,505 $(59,851)First-lien senior secured debt investments$36,665 $(15,044)
Second-lien senior secured debt investmentsSecond-lien senior secured debt investments(1,289)(26,165)Second-lien senior secured debt investments7,070 (24,416)
Unsecured debt investmentsUnsecured debt investments3,186 (6,940)Unsecured debt investments(845)(13,336)
Preferred equity investmentsPreferred equity investments1,806 (10,958)Preferred equity investments5,790 (10,947)
Common equity investmentsCommon equity investments8,028 (740)Common equity investments13,099 11,527 
Total InvestmentsTotal Investments$46,236 $(104,654)Total Investments$61,779 $(52,216)


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Blue Owl Credit Income Corp.
Notes to Consolidated Financial Statements - Continued
(Unaudited)
The following tables present quantitative information about the significant unobservable inputs of the Company’s Level 3 investments as of JuneSeptember 30, 2023 and December 31, 2022. The weighted average range of unobservable inputs is based on fair
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Blue Owl Credit Income Corp.
Notes to Consolidated Financial Statements - Continued
(Unaudited)
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 JuneSeptember 30, 2023
($ in thousands)Fair ValueValuation TechniqueUnobservable InputRange (Weighted Average)Impact to Valuation from an Increase in Input
First-lien senior secured debt investments(1)
$7,852,2979,248,853 Yield AnalysisMarket Yield8.0%8.4% - 27.6% (12.1%21.1% (12.6%)Decrease
1,346,005787,526 Recent TransactionTransaction Price81.7%84.9% - 99.5% (98.5%100.0% (98.1%)Increase
Second-lien senior secured debt investments(1)
$938,417928,243 Yield AnalysisMarket Yield12.6%12.1% - 28.6% (15.6%18.3% (14.9%)Decrease
Unsecured debt investments$176,261176,936 Yield AnalysisMarket Yield11.1%12.9% - 20.5% (13.0%17.5% (14.1%)Decrease
2627 Market ApproachEBITDA Multiple13.0x12.4x - 13.0x (13.0x)12.4x (12.4x)Increase
Preferred equity investments$576,556657,408 Yield AnalysisMarket Yield11.5%11.4% - 26.2% (14.1%23.6% (14.8%)Decrease
76,348Common equity investments$203,172 Recent TransactionTransaction Price100.0% - 100.0% (100.0%)Increase
3148,411 Market ApproachEBITDA Multiple11.3x6.3x - 11.3x (11.3x)Increase
Common equity investments$137,721 Recent TransactionTransaction Price100.0% - 131.1% (100.1%)Increase
141,806 Market ApproachEBITDA Multiple6.8x - 32.5x (15.6x)36.3x (16.3x)Increase
45,96045,879 Market ApproachRevenue Multiple2.0x - 15.8x (10.9x)14.3x (10.3x)Increase
Market ApproachGross Profit Multiple10.0x9.9x - 10.0x (10.0x)9.9x (9.9x)Increase
(1) Excludes $17.7$22.4 and $13.5 million of first- and second-lien level 3 investments, respectively, valued based on indicative quotes.
As of December 31, 2022
($ in thousands)Fair ValueValuation TechniqueUnobservable InputRange (Weighted Average)Impact to Valuation from an Increase in Input
First-lien senior secured debt investments$7,274,929 Yield AnalysisMarket Yield8.2% - 19.3% (11.9%)Decrease
323,358 Recent TransactionTransaction Price96.8% - 99.0% (98.0%)Increase
5,214 Collateral AnalysisRecovery Rate51.0% - 51.0% (51.0%)Increase
Second-lien senior secured debt investments$862,487 Yield AnalysisMarket Yield11.9% - 25.2% (15.7%)Decrease
156,736 Recent TransactionTransaction Price98.0% - 98.0% (98.0%)Increase
Unsecured debt investments$211,304 Yield AnalysisMarket Yield10.8% - 20.2% (13.1%)Decrease
24 Market ApproachEBITDA Multiple14.3x - 14.3x (14.3x)Increase
Preferred equity investments$477,863 Yield AnalysisMarket Yield11.9% - 17.9% (14.6%)Decrease
22,157 Recent TransactionTransaction Price96.5% - 100.0% (97.5%)Increase
Market ApproachEBITDA Multiple11.5x - 11.5x (11.5x)Increase
Common equity investments$105,049 Recent TransactionTransaction Price100.0% - 100.0% (100.0%)Increase
129,098 Market ApproachEBITDA Multiple11.0x - 31.6x (15.8x)Increase
30,284 Market ApproachRevenue Multiple1.8x - 16.6x (12.9x)Increase
Market ApproachGross Profit Multiple8.6x - 8.6x (8.6x)Increase
The fair value of the Company's performing Level 3 debt investments is typically determined utilizing a yield analysis. In a yield analysis, a price is ascribed for each investment based upon an assessment of current and expected market yields for similar investments and risk profiles. Additional consideration is given to the expected life, portfolio company performance since close, and other terms and risks associated with an investment. Among other factors, a determinant of risk is the amount of leverage used by the portfolio company relative to its total enterprise value, and the rights and remedies of the Company’s investment within the portfolio company’s capital structure.

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

83

Blue Owl Credit Income Corp.
Notes to Consolidated Financial Statements - Continued
(Unaudited)
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 tables present the carrying and fair values of the Company’s debt obligations as of the following periods.
June 30, 2023December 31, 2022September 30, 2023December 31, 2022
($ in thousands)($ in thousands)
Net Carrying Value(1)
Fair Value
Net Carrying Value(2)
Fair Value($ in thousands)
Net Carrying Value(1)
Fair Value
Net Carrying Value(2)
Fair Value
Revolving Credit Facility(3)
Revolving Credit Facility(3)
$513,284$513,284$288,636$288,636
Revolving Credit Facility(3)
$591,651$591,651$288,636$288,636
SPV Asset Facility ISPV Asset Facility I518,609518,609437,241437,241SPV Asset Facility I488,762488,762437,241437,241
SPV Asset Facility IISPV Asset Facility II1,709,4041,709,4041,528,0481,528,048SPV Asset Facility II1,710,0711,710,0711,528,0481,528,048
SPV Asset Facility IIISPV Asset Facility III550,509550,509549,851549,851SPV Asset Facility III550,812550,812549,851549,851
SPV Asset Facility IVSPV Asset Facility IV244,703244,703460,869460,869SPV Asset Facility IV51,19251,192460,869460,869
SPV Asset Facility VSPV Asset Facility V96,64596,645SPV Asset Facility V196,571196,571
SPV Asset Facility VISPV Asset Facility VI12,92212,922
CLO VIIICLO VIII287,811287,811287,946287,946CLO VIII287,859287,859287,946287,946
CLO XICLO XI258,170258,170CLO XI258,198258,198
CLO XIICLO XII258,155258,155
March 2025 NotesMarch 2025 Notes496,323482,500495,309485,000March 2025 Notes496,836483,750495,309485,000
September 2026 NotesSeptember 2026 Notes344,963302,750344,226299,250September 2026 Notes344,980308,000344,226299,250
February 2027 NotesFebruary 2027 Notes494,449455,000493,735447,500February 2027 Notes494,788453,750493,735447,500
September 2027 Notes(4)
September 2027 Notes(4)
592,323593,922591,550597,449
September 2027 Notes(4)
592,720594,920591,550597,449
June 2028 NotesJune 2028 Notes491,372500,000June 2028 Notes639,804643,500
Total DebtTotal Debt$6,598,565$6,513,307$5,477,411$5,381,790Total Debt$6,975,321$6,890,113$5,477,411$5,381,790
(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, SPV Asset Facility V, SPV Asset Facility VI, CLO VIII, CLO XI, CLO XII, March 2025 Notes, September 2026 Notes, February 2027 Notes, September 2027 Notes, and June 2028 Notes are presented net of unamortized debt issuance costs of $12.2$11.5 million, $6.4$6.2 million, $8.6$7.9 million, $4.5$4.2 million, $3.8 million, $3.4 million, $2.2$7.1 million, $2.1 million, $1.8 million, $3.7$1.8 million, $3.2 million, $5.0 million, $5.6$5.2 million, $7.7$7.3 million, and $8.6$10.3 million, respectively.
(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, CLO VIII, March 2025 Notes, September 2026 Notes, February 2027 Notes, and September 2027 Notes are presented net of unamortized debt issuance costs of $13.6 million, $3.2 million, $10.0 million, $5.1 million, $4.1 million, $2.1 million, $4.7 million, $5.8 million, $6.3 million, and $8.4 million, respectively.
(3)Includes unrealized gain (loss) on translation of borrowings denominated in foreign currencies.
(4)Inclusive of change in fair market value of effective hedge.

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

($ in thousands)($ in thousands)June 30, 2023December 31, 2022($ in thousands)September 30, 2023December 31, 2022
Level 1Level 1$$Level 1$$
Level 2Level 22,334,1721,829,199Level 22,483,9201,829,199
Level 3Level 34,179,1353,552,591Level 34,406,1933,552,591
Total DebtTotal Debt$6,513,307$5,381,790Total Debt$6,890,113$5,381,790

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Blue Owl Credit Income Corp.
Notes to Consolidated Financial Statements - Continued
(Unaudited)
Financial Instruments Not Carried at Fair Value

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

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Blue Owl Credit Income Corp.

Notes to Consolidated Financial Statements - Continued
(Unaudited)
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 198%205% and 193% as of JuneSeptember 30, 2023 and December 31, 2022, respectively.

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

June 30, 2023September 30, 2023
($ in thousands)($ 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)
Revolving Credit Facility(3)
Revolving Credit Facility(3)
$1,845,000 $525,469 $1,319,531 $513,284 
Revolving Credit Facility(3)
$1,845,000 $603,086 $1,241,914 $591,651 
SPV Asset Facility ISPV Asset Facility I525,000 525,000 — 518,609 SPV Asset Facility I525,000 495,000 24,692 488,762 
SPV Asset Facility IISPV Asset Facility II1,800,000 1,718,000 82,000 1,709,404 SPV Asset Facility II1,800,000 1,718,000 82,000 1,710,071 
SPV Asset Facility IIISPV Asset Facility III750,000 555,000 195,000 550,509 SPV Asset Facility III750,000 555,000 62,916 550,812 
SPV Asset Facility IVSPV Asset Facility IV500,000 248,610 92,974 244,703 SPV Asset Facility IV500,000 55,000 270,654 51,192 
SPV Asset Facility VSPV Asset Facility V300,000 100,000 37,566 96,645 SPV Asset Facility V300,000 200,000 33,231 196,571 
SPV Asset Facility VISPV Asset Facility VI750,000 20,000 123,020 12,922 
CLO VIIICLO VIII290,000 290,000 — 287,811 CLO VIII290,000 290,000 — 287,859 
CLO XICLO XI260,000 260,000 — 258,170 CLO XI260,000 260,000 — 258,198 
CLO XIICLO XII260,000 260,000 — 258,155 
March 2025 NotesMarch 2025 Notes500,000 500,000 — 496,323 March 2025 Notes500,000 500,000 — 496,836 
September 2026 NotesSeptember 2026 Notes350,000 350,000 — 344,963 September 2026 Notes350,000 350,000 — 344,980 
February 2027 NotesFebruary 2027 Notes500,000 500,000 — 494,449 February 2027 Notes500,000 500,000 — 494,788 
September 2027 NotesSeptember 2027 Notes600,000 600,000 — 592,323 September 2027 Notes600,000 600,000 — 592,720 
June 2028 NotesJune 2028 Notes500,000 500,000 — 491,372 June 2028 Notes650,000 650,000 — 639,804 
Total DebtTotal Debt$8,720,000 $6,672,079 $1,727,071 $6,598,565 Total Debt$9,880,000 $7,056,086 $1,838,427 $6,975,321 
(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, SPV Asset Facility V, SPV Asset Facility VI, CLO VIII, CLO XI, CLO XII, March 2025 Notes, September 2026 Notes, February 2027 Notes, September 2027 Notes, and June 2028 Notes are presented net of unamortized debt issuance costs of $12.2$11.5 million, $6.4$6.2 million, $8.6$7.9 million, $4.5$4.2 million, $3.8 million, $3.4 million, $2.2$7.1 million, $2.1 million, $1.8 million, $3.7$1.8 million, $3.2 million, $5.0 million, $5.6$5.2 million, $7.7$7.3 million, and $8.6$10.3 million, respectively.
(3)Includes unrealized gain (loss) on translation of borrowings denominated in foreign currencies.

82

Blue Owl Credit Income Corp.
Notes to Consolidated Financial Statements - Continued
(Unaudited)
December 31, 2022
($ in thousands)Aggregate Principal
Committed
Outstanding
Principal
Amount
Available(1)
Net Carrying
Value(2)
Revolving Credit Facility(3)
$1,845,000 $302,287 $1,542,713 $288,636 
SPV Asset Facility I550,000 440,430 72,337 437,241 
SPV Asset Facility II1,800,000 1,538,000 164,506 1,528,048 
SPV Asset Facility III750,000 555,000 50,764 549,851 
SPV Asset Facility IV500,000 465,000 26,911 460,869 
CLO VIII290,000 290,000 — 287,946 
March 2025 Notes500,000 500,000 — 495,309 
September 2026 Notes350,000 350,000 — 344,226 
February 2027 Notes500,000 500,000 — 493,735 
September 2027 Notes600,000 600,000 — 591,550 
Total Debt$7,685,000 $5,540,717 $1,857,231 $5,477,411 
(1)The amount available reflects any limitations related to each credit facility’s borrowing base.
85

Blue Owl Credit Income Corp.
Notes to Consolidated Financial Statements - Continued
(Unaudited)
(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, CLO VIII, March 2025 Notes, September 2026 Notes, February 2027 Notes, and September 2027 Notes are presented net of unamortized debt issuance costs of $13.6 million, $3.2 million, $10.0 million, $5.1 million, $4.1 million, $2.1 million, $4.7 million, $5.8 million, $6.3 million, and $8.4 million, respectively.
(3)Includes unrealized gain (loss) on translation of borrowings denominated in foreign currencies.

The below table represents the components of interest expense for the following periods:
For the Three Months Ended
June 30,
For the Six Months Ended June 30,For the Three Months Ended
September 30,
For the Nine Months Ended September 30,
($ in thousands)($ in thousands)2023202220232022($ in thousands)2023202220232022
Interest expenseInterest expense$108,913 $32,308 $195,488 $47,412 Interest expense$122,244 $58,806 $317,732 $106,218 
Amortization of debt issuance costsAmortization of debt issuance costs4,434 3,802 8,131 4,069 Amortization of debt issuance costs4,596 2,967 12,727 7,036 
Net change in unrealized (gain) loss on effective interest rate swaps and hedged items(1)
Net change in unrealized (gain) loss on effective interest rate swaps and hedged items(1)
1,204 — 527 — 
Net change in unrealized (gain) loss on effective interest rate swaps and hedged items(1)
502 — 1,029 — 
Total Interest ExpenseTotal Interest Expense$114,551 $36,110 $204,146 $51,481 Total Interest Expense$127,342 $61,773 $331,488 $113,254 
Average interest rateAverage interest rate6.9 %3.9 %6.6 %3.6 %Average interest rate7.2 %4.6 %6.8 %4.2 %
Average daily borrowingsAverage daily borrowings$6,223,801 $3,310,387 $5,903,426 $2,598,780 Average daily borrowings$6,636,362 $4,989,751 $6,150,468 $3,328,010 
(1)Refer to the September 2027 Notes for details on the facility's interest rate swap.

Promissory Note

On October 15, 2020, the Company as borrower, entered into a Loan Agreement (the "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. The Loan Agreement was subsequently amended on March 31, 2021, August 26, 2021, September 13, 2021, and March 8, 2022, and amended and restated on May 12, 2021. Prior to June 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 Notes 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 time to time, by and among Blue Owl Finance LLC, as Borrower, Blue Owl Capital Holdings LP and Blue Owl Capital Carry LP as Parent Guarantors, the Subsidiary Guarantors party thereto, Bank of America, N.A., as Syndication Agent, JPMorgan Chase Bank, N.A., Wells Fargo Bank, National Association and Sumitomo Mitsui Banking Corporation, as Co-Documentation Agents and MUFG Bank, Ltd., as Administrative Agent.

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Blue Owl Credit Income Corp.
Notes to Consolidated Financial Statements - Continued
(Unaudited)
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, was 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 Adviser, as borrower, East West Bank, as Administrative Agent, Issuing Lender, Swingline Lender and a Lender and Investec Bank PLC as a Lender.

The unpaid principal balance of the Revolving Promissory Note and accrued interest thereon was payable by the Company from time to time at the discretion of the Company but immediately due and payable upon 120 days written notice by Owl Rock Feeder FIC ORCIC Debt LLC, and in any event due and payable in full no later than February 28, 2023.

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.




86

Blue Owl Credit Income Corp.
Notes to Consolidated Financial Statements - Continued
(Unaudited)
Revolving Credit Facility

On August 11, 2022, the Company entered into an Amended and Restated Senior Secured Revolving Credit Agreement (the “Revolving Credit Facility”), which amends and restates in its entirety that certain Senior Secured Revolving Credit Agreement, dated as of April 14, 2021 (as amended, restated, supplemented or otherwise modified prior to August 11, 2022). The parties to the Revolving Credit Facility include the Company, as Borrower, the lenders from time to time parties thereto (each an “Revolving Credit Lender” and collectively, the “Revolving Credit Lenders”) and Sumitomo Mitsui Banking Corporation, as Administrative Agent.

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

The maximum principal amount of the Revolving Credit Facility is $1.845 billion (increased from $1.550 billion to $1.775 billion on September 22, 2022, increased from $1.775 billion to $1.795 billion on October 5, 2022 and subsequently increased from $1.795 billion to $1.845 billion on November 22, 2022), subject to availability under the borrowing base, which is based on the Company’s portfolio investments and other outstanding indebtedness. The amount available for borrowing under the Revolving Credit Facility is reduced by any standby letters of credit issued through the Revolving Credit Facility. Maximum capacity under the Revolving Credit Facility may be increased to $2.325 billion through the Company’s exercise of an uncommitted accordion feature through which existing and new lenders may, at their option, agree to provide additional financing. The Revolving Credit Facility includes a $200 million limit for swingline loans and is secured by a perfected first-priority interest in substantially all of the portfolio investments held by the Company and each Guarantor, subject to certain exceptions.

The availability period under the Revolving Credit Facility will terminate on August 11, 2026 (the “Revolving Credit Facility Commitment Termination Date”). The Revolving Credit Facility will mature on August 11, 2027 (the “Revolving Credit Facility Maturity Date”). During the period from the Revolving Credit Facility Commitment Termination Date to the Revolving Credit Facility Maturity Date, the Company will be obligated to make mandatory prepayments under the Revolving Credit Facility out of the proceeds of certain asset sales and other recovery events and equity and debt issuances.

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

The Revolving Credit Facility includes customary covenants, including certain limitations on the incurrence by the Company of additional indebtedness and on the Company’s ability to make distributions to the Company’s shareholders, or redeem, repurchase or
84

Blue Owl Credit Income Corp.
Notes to Consolidated Financial Statements - Continued
(Unaudited)
retire shares of stock, upon the occurrence of certain events and certain financial covenants related to asset coverage and other maintenance covenants, as well as customary events of default. The Revolving Credit Facility requires a minimum asset coverage ratio with respect to the consolidated assets of the Company and its subsidiaries to senior securities that constitute indebtedness of no less than 1.50 to 1.00 at any time.

ORCIC JV WH

On August 24, 2022 (the “ORCIC JV WH Closing Date”), ORCIC JV WH LL, a Delaware limited liability company (“ORCIC JV WH”) entered into a $400 million credit facility (the “Credit Agreement”) among the lenders party thereto (the “ORCIC JV WH Lenders”), Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and BofA Securities, Inc., as sole lead arranger and sole book manager. ORCIC JV WH was a wholly owned subsidiary of ORCIC BC 9 LLC, a Delaware limited liability company (the “Collateral Manager”) and the Collateral Manager was a wholly owned subsidiary of the Company. On November 2, 2022 (the “OCIC SLF Effective Date”), the Company and State Teachers Retirement System of Ohio (“OSTRS”) entered into an Amended and Restated Limited Liability Company Agreement (the “LLC Agreement”) to co-manage OCIC SLF, a Delaware limited liability company. OCIC SLF is a joint venture that is expected to invest primarily in senior secured loans to middle market companies, broadly syndicated loans and in senior and subordinated notes issued by collateralized loan obligations. Prior to the OCIC SLF Effective Date, the ORCIC JV WH Lenders consented to the change in control of OCIC SLF. From and following the
87

Blue Owl Credit Income Corp.
Notes to Consolidated Financial Statements - Continued
(Unaudited)
OCIC SLF Effective Date, the Credit Agreement continued as an obligation of OCIC SLF and its subsidiaries but was no longer indebtedness of the Company.

ORCIC JV WH II

On October 14, 2022 (the “ORCIC JV WH II Closing Date”), ORCIC JV WH II LLC, a Delaware limited liability company (“ORCIC JV WH II”) entered into an up to $500 million revolving loan facility (the “Revolving Loan Agreement”) among the lenders party thereto (the “ORCIC JV WH II Lenders”), and Royal Bank of Canada, as a ORCIC JV WH II Lender and as administrative agent (in such capacity, the “ORCIC JV WH II Administrative Agent”). ORCIC JV WH II was a wholly owned subsidiary of ORCIC BC 9 LLC, a Delaware limited liability company (the “Collateral Manager”) and the Collateral Manager was a wholly owned subsidiary of the Company. On the OCIC SLF Effective Date, the Company and OSTRS entered into the LLC Agreement to co-manage OCIC SLF. OCIC SLF is a joint venture that is expected to invest primarily in senior secured loans to middle market companies, broadly syndicated loans and in senior and subordinated notes issued by collateralized loan obligations. Prior to the OCIC SLF Effective Date, the ORCIC JV WH II Lenders consented to the change in control of OCIC SLF. From and following the OCIC SLF Effective Date, the Revolving Loan Agreement continued as an obligation of OCIC SLF and its subsidiaries but was no longer indebtedness of the Company.

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 the Company entered into a Credit Agreement (the “SPV Asset Facility I”), with Core Income Funding I, as borrower, the lenders from time to time parties thereto (the “SPV Asset Facility I 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. The following describes the terms of the SPV Asset Facility I as amended through June 20, 2023 (the "SPV Asset Facility I Second Amendment Date").

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 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 $525 million (decreased from $550 million on the SPV Asset Facility I Second Amendment Date); 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 through September 16, 2025 unless the revolving commitments are terminated or converted to term loans sooner as provided in the SPV Asset Facility I (the “ SPV Asset Facility I Commitment Termination Date”). Unless otherwise terminated, the SPV Asset Facility I will mature on September 16, 2033 (the “SPV Asset Facility I Stated Maturity”). Prior to the SPV Asset Facility I
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Blue Owl Credit Income Corp.
Notes to Consolidated Financial Statements - Continued
(Unaudited)
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 SPV Asset I Facility 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 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 0.40%) plus an applicable margin that ranges from 2.00% to 2.85% depending on a ratio of broadly syndicated loans to middle market loans in the collateral. From the SPV Asset I Facility Closing Date to the SPV Asset I Facility Commitment Termination Date, there is a commitment fee that steps up during the year after the SPV Asset I Facility 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 SPV Asset Facility I Lenders will not be available to pay the debts of the Company.

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

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Blue Owl Credit Income Corp.
Notes to Consolidated Financial Statements - Continued
(Unaudited)
SPV Asset Facility II

On October 5, 2021 (the "SPV Asset Facility II Closing Date"), 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 (the "SPV Asset Facility II Lenders"), 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 following describes the parties to the SPV Asset Facility II amended certain terms of the facility, including increasing the aggregate commitment of the SPV Asset Facility II Lenders from $500 million to $1 billion.

On December 20, 2021, the parties to the SPVas amended through August 1, 2022 (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 SPV Asset Facility II Lenders 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 $1.65 billion and adding two additional lenders.

On July 11, 2022, the parties to the SPV Asset Facility II entered into a joinder agreement increasing the Facility Amount from $1.65 billion to $1.69 billion and adding an additional lender.

On August 1, 2022, the parties to the SPV Asset Facility II entered into joinder agreements and amended certain terms of the facility including, among other changes, increasing the Facility Amount from $1.69 billion to $1.8 billion and adding additional lenders.Sixth Amendment Date").

From time to time, the Company expects to sell and contribute certain loan assets to Core Income Funding II pursuant to a Sale and Contribution Agreement by and between the Company 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 the Company. The Company retains 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 $1.8 billion; the availability of this amount is subject to the borrowing base, which is
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Blue Owl Credit Income Corp.
Notes to Consolidated Financial Statements - Continued
(Unaudited)
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 SPV Asset Facility II 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 the Company.

Amounts drawn under the SPV Asset Facility II bear interest at Term SOFR (or, in the case of certain SPV Asset Facility II 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 SPV Asset Facility II Lenders will not be available to pay the Company's debts.

Borrowings of Core Income Funding II are considered the Company's 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 (“Core Income Funding III”), a Delaware limited liability company and newly formed subsidiary of the Company entered into a Credit Agreement (the “SPV Asset Facility III”), with Core Income Funding III, as borrower, the Adviser, as servicer, the lenders from time to time parties thereto (the "SPV Asset Facility III Lenders"), 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.

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Blue Owl Credit Income Corp.
Notes to Consolidated Financial Statements - Continued
(Unaudited)
From time to time, the Company expects to sell and contribute certain investments to Core Income Funding III pursuant to a Sale and Contribution Agreement, dated as of the SPV Asset Facility III Closing Date, by and between the Company and Core Income Funding III. 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 Core Income Funding III, 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 III through the Company’s ownership of Core Income Funding III. 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 Core Income Funding III’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, Core Income Funding III may owe a prepayment penalty. Prior to the SPV Asset Facility III Stated Maturity, proceeds received by Core Income Funding III
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Blue Owl Credit Income Corp.
Notes to Consolidated Financial Statements - Continued
(Unaudited)
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, Core Income Funding III 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 Core Income Funding III, 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 Core Income Funding III and on any payments received by Core Income Funding III in respect of those assets. Assets pledged to the SPV Asset Facility III Lenders will not be available to pay the debts of the Company.

Borrowings of Core Income Funding III 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 “SPV Asset Facility IV 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 SPV Facility IV 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 SPV Facility IV Closing Date unless the revolving commitments are terminated
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Blue Owl Credit Income Corp.
Notes to Consolidated Financial Statements - Continued
(Unaudited)
or converted to term loans sooner as provided in the SPV Facility IV (the “SPV Facility IV Commitment Termination Date”). Unless otherwise terminated, the SPV Facility IV will mature on March 16, 2033 (the “SPV Facility IV Stated Maturity”). Prior to the SPV Facility IV 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 SPV Facility IV 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 SPV Asset Facility IV 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 SPV Facility IV Closing Date to the SPV Facility IV Commitment Termination Date, there is a commitment fee that steps up during the year after the SPV Facility IV 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
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Blue Owl Credit Income Corp.
Notes to Consolidated Financial Statements - Continued
(Unaudited)
received by Core Income Funding IV in respect of those assets. Assets pledged to the SPV Asset Facility IV Lenders will not be available to pay the debts of the Company.

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.

SPV Asset Facility V

On March 9, 2023 (the “SPV Facility V Closing Date”), Core Income Funding V LLC (“Core Income Funding V”), a Delaware limited liability company and newly formed subsidiary of the Company, entered into a loan and security agreement (the “SPV Asset Facility V”), with Core Income Funding V, as Borrower, the Company, as Servicer and Equityholder, the lenders from time to time parties thereto (the “SPV Asset Facility V Lenders”), Wells Fargo Bank, National Association, as Administrative Agent, State Street Bank and Trust Company, as Collateral Agent, and Alter Domus (US) LLC as Collateral Custodian.

From time to time, the Company expects to sell and contribute certain loan assets to Core Income Funding V pursuant to a Sale and Contribution Agreement, dated as of the SPV Facility V Closing Date, by and between the Company and Core Income Funding V. No gain or loss will be recognized as a result of the contribution. Proceeds from the SPV Facility V will be used to finance the origination and acquisition of eligible assets by Core Income Funding V, 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 V through its ownership of Core Income Funding V. The maximum principal amount of the SPV Facility V is $300 million; the availability of this amount is subject to a borrowing base test, which is based on the value of Core Income Funding V’s assets from time to time, and satisfaction of certain conditions, including certain concentration limits and other portfolio tests.

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

Amounts drawn bear interest at Daily Simple SOFR plus a spread equal to 2.70% per annum, which spread will increase by 2.00% per annum upon the occurrence and during the existence of an event of default or following the SPV Facility V Termination Date (such spread, the “SPV Facility V Applicable Spread”). Daily Simple SOFR may be replaced as a base rate under certain circumstances. During the SPV Facility V Reinvestment Period, Core Income Funding V will pay an undrawn fee ranging from 0.25% to 0.50% per annum on the undrawn amount, if any, of the revolving commitments in the SPV Facility V that are not subject to the separate, higher fee described below. On and after the six-month anniversary of the SPV Facility V Closing Date and during the SPV Facility V Reinvestment Period, if the undrawn commitments are in excess of a certain portion (initially 50% and decreasing to 30%) of the total commitments under the SPV Facility V, such portion will not be subject to the undrawn fee described above, but Core Income Funding V will pay a separate fee on this portion of the undrawn commitments equal to 1.50% multiplied by such excess
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Blue Owl Credit Income Corp.
Notes to Consolidated Financial Statements - Continued
(Unaudited)
undrawn commitment amount over 50% or 30% of the total commitments, as applicable. The SPV Facility V contains customary covenants, including certain financial maintenance covenants, limitations on the activities of Core Income Funding V, including limitations on incurrence of incremental indebtedness, and customary events of default. The SPV Facility V is secured by a perfected first priority security interest in the assets of Core Income Funding V and on any payments received by Core Income Funding V 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 V are considered the Company’s borrowings for purposes of complying with the asset coverage requirements under the 1940 Act.

SPV Asset Facility VI

On August 29, 2023 (the “SPV Asset Facility VI Closing Date”), Core Income Funding VI LLC (“Core Income Funding VI”), a Delaware limited liability company and newly formed subsidiary of the Company, entered into a Credit Agreement (the “SPV Asset Facility VI”), with Core Income Funding VI LLC, as Borrower, the lenders from time to time parties thereto (the “SPV Asset Facility VI Lenders”), The Bank of Nova Scotia, as Administrative Agent, State Street Bank and Trust Company as Collateral Agent 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 VI pursuant to a Sale and Contribution Agreement by and between the Company and Core Income Funding VI. No gain or loss will be recognized as a result of the contribution. Proceeds from the SPV Asset Facility VI will be used to finance the origination and acquisition of eligible assets by Core Income Funding VI, 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 VI through its ownership of Core Income Funding VI. The maximum principal amount of the SPV Asset Facility VI is $750 million; the availability of this amount is subject to an overcollateralization ratio test, which is based on the value of Core Income Funding VI’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 VI provides for the ability to (1) draw term loans and (2) draw and redraw revolving loans under the SPV Asset Facility VI for a period of up to two years after the SPV Asset Facility VI Closing Date unless the revolving commitments are terminated or converted to term loans sooner as provided in the SPV Asset Facility VI (the “SPV Asset Facility VI Commitment Termination Date”). Unless otherwise terminated, the SPV Asset Facility VI will mature on August 29, 2032 (the “SPV Asset Facility VI Stated Maturity”). Prior to the SPV Asset Facility VI Stated Maturity, proceeds received by Core Income Funding VI 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 VI Stated Maturity, Core Income Funding VI 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 plus an applicable margin that ranges from 1.85% to 2.85% depending on a ratio of broadly syndicated loans to middle market loans in the collateral during the SPV Asset Facility VI Reinvestment Period. From the SPV Asset Facility VI Closing Date to the SPV Asset Facility VI Commitment Termination Date, there is a commitment fee that steps up during the year after the SPV Asset Facility VI Closing Date from 0.00% to 0.55% per annum on the undrawn amount, if any, of the revolving commitments in the SPV Asset Facility VI. The SPV Asset Facility VI contains customary covenants, including certain financial maintenance covenants, limitations on the activities of Core Income Funding VI, including limitations on incurrence of incremental indebtedness, and customary events of default. The SPV Asset Facility VI is secured by a perfected first priority security interest in the assets of Core Income Funding VI and on any payments received by Core Income Funding VI 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 VI are considered the Company’s borrowings for purposes of complying with the asset coverage requirements under the 1940 Act.

CLO VIII

On October 21, 2022 (the “CLO VIII Closing Date”), the Company completed a $391.675 million term debt securitization transaction (the “CLO VIII Transaction”), also known as a collateralized loan obligation transaction, which is a form of secured financing incurred by the Company. The secured notes and preferred shares issued in the CLO VIII Transaction and the secured loan borrowed in the CLO VIII Transaction were issued and incurred, as applicable, by the Company’s consolidated subsidiary CLO VIII,
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Blue Owl Credit Income Corp.
Notes to Consolidated Financial Statements - Continued
(Unaudited)
LLC, a limited liability organized under the laws of the State of Delaware (the “CLO VIII Issuer”) and are backed by a portfolio of
92

Blue Owl Credit Income Corp.
Notes to Consolidated Financial Statements - Continued
(Unaudited)
collateral obligations consisting of middle market loans and participation interests in middle market loans as well as by other assets of the CLO VIII Issuer.

The CLO VIII Transaction was executed by (A) the issuance of the following classes of notes and preferred shares pursuant to an indenture and security agreement dated as of the CLO VIII Closing Date (the “CLO VIII Indenture”), by and among the CLO VIII Issuer and State Street Bank and Trust Company: (i) $152 million of AAA(sf) Class A-T Notes, which bear interest at three-month term SOFR plus 2.50%, (ii) $46 million of AAA(sf) Class A-F Notes, which bear interest at 6.02%, (iii) $32 million of AA(sf) Class B Notes, which bear interest at three-month term SOFR plus 3.50% and (iv) $30 million of A(sf) Class C Notes, which bear interest at 4.90% (together, the “CLO VIII Secured Notes”) and (B) the borrowing by the CLO VIII Issuer of $30 million under floating rate Class A-L loans (the “Class A-L Loans” and together with the CLO VIII Secured Notes, the “CLO VIII Debt”). The Class A-L Loans bear interest at three-month term SOFR plus 2.50%. The Class A-L Loans were borrowed under a loan agreement (the “A-L Loan Agreement”), dated as of the CLO VIII Closing Date, by and among the CLO VIII Issuer, as borrower, various financial institutions, as lenders, and State Street Bank and Trust Company, as collateral trustee and loan agent. The CLO VIII Debt is secured by middle market loans, participation interests in middle market loans and other assets of the CLO VIII Issuer. The CLO VIII Debt is scheduled to mature on November 20, 2034. The CLO VIII Secured Notes were privately placed by Natixis Securities Americas LLC as placement agent.

Concurrently with the issuance of the CLO VIII Secured Notes and the borrowing under the Class A-L Loans, the CLO VIII Issuer issued approximately $101.675 million of subordinated securities in the form of 101,675 preferred shares at an issue price of U.S.$1,000 per share (the “CLO VIII Preferred Shares”). The CLO VIII Preferred Shares were issued by the CLO VIII Issuer as part of its issued share capital and are not secured by the collateral securing the CLO VIII Debt. The Company purchased all of the CLO VIII Preferred Shares. The Company acts as retention holder in connection with the CLO VIII Transaction for the purposes of satisfying certain U.S. and European Union regulations requiring sponsors of securitization transactions to retain exposure to the performance of the securitized assets and as such is required to retain a portion of the CLO VIII Preferred Shares.

As part of the CLO VIII Transaction, the Company entered into a loan sale agreement with the CLO VIII Issuer dated as of the CLO VIII Closing Date, which provided for the sale and contribution of approximately $143.098 million funded par amount of middle market loans from the Company to the CLO VIII Issuer on the CLO VIII Closing Date and for future sales from the Company to the CLO VIII Issuer on an ongoing basis. Such loans constituted part of the initial portfolio of assets securing the CLO VIII Debt. The remainder of the initial portfolio assets securing the CLO VIII Debt consisted of approximately $113.025 million funded par amount of middle market loans purchased by the CLO VIII Issuer from Core Income Funding I LLC, a wholly-owned subsidiary of the Company, under an additional loan sale agreement executed on the CLO VIII Closing Date between the CLO VIII Issuer and Core Income Funding I LLC. No gain or loss was recognized as a result of these sales and contributions. The Company and Core Income Funding I LLC each made customary representations, warranties, and covenants to the CLO VIII Issuer under the applicable loan sale agreement.

Through July 20, 2025, a portion of the proceeds received by the CLO VIII Issuer from the loans securing the CLO VIII Debt may be used by the CLO VIII Issuer to purchase additional middle market loans under the direction of the Adviser in its capacity as collateral manager for the CLO VIII Issuer and in accordance with the Company’s investing strategy and ability to originate eligible middle market loans.

The CLO VIII Debt is the secured obligation of the CLO VIII Issuer, and the CLO VIII Indenture, the A-L Loan Agreement each include customary covenants and events of default. The CLO VIII Secured Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities (e.g., “blue sky”) laws, and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or pursuant to an applicable exemption from such registration.

The Adviser will serve as collateral manager for the CLO VIII Issuer under a collateral management agreement dated as of the CLO VIII Closing Date. The Adviser is entitled to receive fees for providing these services. The Adviser has waived its right to receive such fees but may rescind such waiver at any time; provided, however, that if the Adviser rescinds such waiver, the management fee payable to Adviser pursuant to the Amended and Restated Investment Advisory Agreement, dated May 18, 2021, between the Adviser and the Company will be offset by the amount of the collateral management fee attributable to the CLO VIII Issuer’s equity or notes owned by the Company.

CLO XI

On May 24, 2023 (the “CLO XI Closing Date”), the Company completed a $395.8 million term debt securitization transaction (the “CLO XI Transaction”), also known as a collateralized loan obligation transaction, which is a form of secured financing incurred
9093

Blue Owl Credit Income Corp.
Notes to Consolidated Financial Statements - Continued
(Unaudited)
by the Company. The secured notes and preferred shares issued in the CLO XI Transaction and the secured loan borrowed in the CLO XI Transaction were issued and incurred, as applicable, by the Company’s consolidated subsidiary CLO XI, LLC, a limited liability organized under the laws of the State of Delaware (the “CLO XI Issuer”) and are backed by a portfolio of collateral obligations consisting of middle market loans and participation interests in middle market loans as well as by other assets of the CLO XI Issuer.

The CLO XI Transaction was executed by (A) the issuance of the following classes of notes and preferred shares pursuant to an indenture and security agreement dated as of the CLO XI Closing Date (the “CLO XI Indenture”), by and among the CLO XI Issuer and State Street Bank and Trust Company: (i) $152.5 million of AAA(sf) Class A-1T Notes, which bear interest at three-month term SOFR plus 2.50%, (ii) $25.5 million of AAA(sf) Class A-1F Notes, which bear interest at 6.10% and (iii) $32 million of AA(sf) Class B Notes, which bear interest at three-month term SOFR plus 3.60% (together, the “CLO XI Secured Notes”) and (B) the borrowing by the Issuer of $50 million under floating rate Class A-1L loans (the “CLO XI Class A-1L Loans” and together with the CLO XI Secured Notes, the “CLO XI Debt”). The CLO XI Class A-1L Loans bear interest at three-month term SOFR plus 2.50%. The CLO XI Class A-1L Loans were borrowed under a loan agreement (the “CLO XI A-1L Loan Agreement”), dated as of the CLO XI Closing Date, by and among the CLO XI Issuer, as borrower, various financial institutions, as lenders, and State Street Bank and Trust Company, as collateral trustee and loan agent. The CLO XI Debt is secured by middle market loans, participation interests in middle market loans and other assets of the Issuer. The CLO XI Debt is scheduled to mature on May 15, 2035. The CLO XI Secured Notes were privately placed by SMBC Nikko Securities America, Inc. as Initial Purchaser.

Concurrently with the issuance of the CLO XI Secured Notes and the borrowing under the CLO XI Class A-1L Loans, the CLO XI Issuer issued approximately $135.8 million of subordinated securities in the form of 135,820 preferred shares at an issue price of U.S. $1,000 per share (the “CLO XI Preferred Shares”). The CLO XI Preferred Shares were issued by the CLO XI Issuer as part of its issued share capital and are not secured by the collateral securing the CLO XI Debt. The Company purchased all of the CLO XI Preferred Shares. The Company acts as retention holder in connection with the CLO XI Transaction for the purposes of satisfying certain U.S. and European Union regulations requiring sponsors of securitization transactions to retain exposure to the performance of the securitized assets and as such is required to retain a portion of the CLO XI Preferred Shares.

As part of the CLO XI Transaction, the Company entered into a loan sale agreement with the CLO XI Issuer dated as of the CLO XI Closing Date, which provided for the contribution of approximately $96.4 million funded par amount of middle market loans from the Company to the CLO XI Issuer on the CLO XI Closing Date and for future sales from the Company to the CLO XI Issuer on an ongoing basis. Such loans constituted part of the initial portfolio of assets securing the CLO XI Debt. The remainder of the initial portfolio assets securing the CLO XI Debt consisted of approximately $260.6 million funded par amount of middle market loans purchased by the CLO XI Issuer from Core Income Funding IV LLC, a wholly-owned subsidiary of the Company, under an additional loan sale agreement executed on the CLO XI Closing Date between the CLO XI Issuer and Core Income Funding IV LLC (the “Core Income Funding IV Loan Sale Agreement”). No gain or loss was recognized as a result of these sales and contributions. The Company and Core Income Funding IV LLC each made customary representations, warranties, and covenants to the CLO XI Issuer under the applicable loan sale agreement.

Through May 15, 2027, a portion of the proceeds received by the CLO XI Issuer from the loans securing the CLO XI Debt may be used by the CLO XI Issuer to purchase additional middle market loans under the direction of Blue Owl Credit Advisors LLC (“OCA”), the Company’s investment advisor, in its capacity as collateral manager for the CLO XI Issuer and in accordance with the Company’s investing strategy and ability to originate eligible middle market loans.

The CLO XI Debt is the secured obligation of the CLO XI Issuer, and the CLO XI Indenture and CLO XI A-1L Loan Agreement each include customary covenants and events of default. The CLO XI Secured Notes have not been registered under the Securities Act , or any state securities (e.g., “blue sky”) laws, and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or pursuant to an applicable exemption from such registration.

The Adviser will serve as collateral manager for the CLO XI Issuer under a collateral management agreement dated as of the CLO XI Closing Date. The Adviser is entitled to receive fees for providing these services. The Adviser has waived its right to receive such fees but may rescind such waiver at any time; provided, however, that if the Adviser rescinds such waiver, the management fee payable to the Adviser pursuant to the Amended and Restated Investment Advisory Agreement, dated May 18, 2021, between the Adviser and the Company will be offset by the amount of the collateral management fee attributable to the CLO XI Issuer’s equity or notes owned by the Company.




91
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Blue Owl Credit Income Corp.
Notes to Consolidated Financial Statements - Continued
(Unaudited)
CLO XII

On July 18, 2023 (the “CLO XII Closing Date”), the Company completed a $396.5 million term debt securitization transaction (the “CLO XII Transaction”), also known as a collateralized loan obligation transaction, which is a form of secured financing incurred by the Company. The secured notes and preferred shares issued in the CLO XII Transaction and the secured loan borrowed in the CLO XII Transaction were issued and incurred, as applicable, by the Company’s consolidated subsidiary Owl Rock CLO XII, LLC, a limited liability organized under the laws of the State of Delaware (the “CLO XII Issuer”) and are backed by a portfolio of collateral obligations consisting of middle market loans and participation interests in middle market loans as well as by other assets of the CLO XII Issuer.

The CLO XII Transaction was executed by (A) the issuance of the following classes of notes and preferred shares pursuant to an indenture and security agreement dated as of the CLO XII Closing Date (the “CLO XII Indenture”), by and among the CLO XII Issuer and State Street Bank and Trust Company: (i) $90 million of AAA(sf) Class A-1A Notes, which bear interest at three-month term SOFR plus 2.55%, (ii) $22 million of AAA(sf) Class A-1B Notes, which bear interest at 6.37%, (iii) $8 million of AAA(sf) Class A-2 Notes, which bear interest at three-month term SOFR plus 3.10% and (iv) $24 million of AA(sf) Class B Notes, which bear interest at three-month term SOFR plus 3.55% (together, the “CLO XII Secured Notes”) and (B) the borrowing by the CLO XII Issuer of $116 million under floating rate Class A-1L loans (the “CLO XII Class A-1L Loans” and together with the CLO XII Secured Notes, the “CLO XII Debt”). The CLO XII Class A-1L Loans bear interest at three-month term SOFR plus 2.55%. The CLO XII Class A-1L Loans were borrowed under a credit agreement (the “CLO XII Class A-1L Credit Agreement”), dated as of the CLO XII Closing Date, by and among the CLO XII Issuer, as borrower, various financial institutions, as lenders, and State Street Bank and Trust Company, as collateral trustee and loan agent. The CLO XII Debt is secured by middle market loans, participation interests in middle market loans and other assets of the CLO XII Issuer. The CLO XII Debt is scheduled to mature on July 20, 2034. The CLO XII Secured Notes were privately placed by BofA Securities, Inc. as Initial Purchaser.

Concurrently with the issuance of the CLO XII Secured Notes and the borrowing under the CLO XII Class A-1L Loans, the CLO XII Issuer issued approximately $136.5 million of subordinated securities in the form of 136,500 preferred shares at an issue price of U.S. $1,000 per share (the “CLO XII Preferred Shares”). The CLO XII Preferred Shares were issued by the CLO XII Issuer as part of its issued share capital and are not secured by the collateral securing the CLO XII Debt. The Company purchased all of the CLO XII Preferred Shares. The Company acts as retention holder in connection with the CLO XII Transaction for the purposes of satisfying certain U.S. and European Union regulations requiring sponsors of securitization transactions to retain exposure to the performance of the securitized assets and as such is required to retain a portion of the CLO XII Preferred Shares.

As part of the CLO XII Transaction, the Company entered into a loan sale agreement with the CLO XII Issuer dated as of the CLO XII Closing Date (the “CLO XII OCIC Loan Sale Agreement”), which provided for the contribution of approximately $77.963 million funded par amount of middle market loans from the Company to the CLO XII Issuer on the CLO XII Closing Date and for future sales from the Company to the CLO XII Issuer on an ongoing basis. Such loans constituted part of the initial portfolio of assets securing the CLO XII Debt. The remainder of the initial portfolio assets securing the CLO XII Debt consisted of approximately $295.704 million funded par amount of middle market loans purchased by the CLO XII Issuer from Core Income Funding III LLC, a wholly-owned subsidiary of the Company, under an additional loan sale agreement executed on the CLO XII Closing Date between the CLO XII Issuer and Core Income Funding III LLC (the “CLO XII Core Income Funding III Loan Sale Agreement”). No gain or loss was recognized as a result of these sales and contributions. The Company and Core Income Funding III LLC each made customary representations, warranties, and covenants to the CLO XII Issuer under the applicable loan sale agreement.

Through July 20, 2026, a portion of the proceeds received by the CLO XII Issuer from the loans securing the CLO XII Debt may be used by the CLO XII Issuer to purchase additional middle market loans under the direction of the Adviser in its capacity as collateral manager for the CLO XII Issuer and in accordance with the Company’s investing strategy and ability to originate eligible middle market loans.

The CLO XII Debt is the secured obligation of the CLO XII Issuer, and the CLO XII Indenture and CLO XII Class A-1L Credit Agreement each include customary covenants and events of default. The CLO XII Secured Notes have not been registered under the Securities Act, or any state securities (e.g., “blue sky”) laws, and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or pursuant to an applicable exemption from such registration.

The Adviser will serve as collateral manager for the CLO XII Issuer under a collateral management agreement dated as of the CLO XII Closing Date (the “Collateral Management Agreement”). The Adviser is entitled to receive fees for providing these services. The Adviser has waived its right to receive such fees but may rescind such waiver at any time; provided, however, that if the Adviser rescinds such waiver, the management fee payable to the Adviser pursuant to the Amended and Restated Investment Advisory
95

Blue Owl Credit Income Corp.
Notes to Consolidated Financial Statements - Continued
(Unaudited)
Agreement, dated May 18, 2021, between the Adviser and the Company will be offset by the amount of the collateral management fee attributable to the CLO XII Issuer’s equity or notes owned by the Company.

Unsecured Notes

On November 30, 2022, the Company entered into an agreement of removal, appointment and acceptance (the “Tripartite Agreement”), with Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association (the “Retiring Trustee”) and Truist Bank (the “Successor Trustee”), with respect to the Indenture, dated September 23, 2021 between the Company and the Retiring Trustee (the “Base Indenture”), the first supplemental indenture, dated September 23, 2021 (the “First Supplemental Indenture”) between the Company and the Retiring Trustee, the second supplemental indenture, dated February 8, 2022 (the “Second Supplemental Indenture”) between the Company and the Retiring Trustee, the third supplemental indenture, dated March 29, 2022 (the “Third Supplemental Indenture”) between the Company and the Retiring Trustee, and the Fourth Supplemental Indenture, dated September 16, 2022 (the “Fourth Supplemental Indenture” and together with the Base Indenture, the First Supplemental Indenture, the Second Supplemental Indenture and the Third Supplemental Indenture, the “Indenture”) between the Company and the Retiring Trustee.

The Tripartite Agreement provided that, effective as of the date thereof, (1) the Retiring Trustee assigns, transfers, delivers and confirms to the Successor Trustee all of its rights, title and interest under the Indenture and all of the rights, power, trusts and duties as trustee, security registrar, paying agent, authenticating agent and depositary custodian under the Indenture; and (2) the Successor Trustee accepts its appointment successor trustee, security registrar, paying agent, authenticating agent and depositary custodian under the Indenture, and accepts the rights, indemnities, protections, powers, trust and duties of or afforded to Retiring Trustee as trustee, security registrar, paying agent, authenticating agent and depositary custodian under the Indenture. The Successor Trustee’s appointment in its capacities as paying agent and security registrar became effective on December 14, 2022.

September 2026 Notes

On September 23, 2021, the Company issued $350 million aggregate principal amount of 3.125% notes due 2026 (the notes initially issued on September 23, 2021, together with the registered notes issued in the exchange offer described below, the “September 2026 Notes”) in a private placement in reliance on Section 4(a)(2) of the Securities Act, and for initial resale to qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A promulgated under the Securities Act. TheWhen initially issued, the September 2026 Notes havewere not been registered under the Securities Act and maycould 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 the Base Indenture and the First Supplemental Indenture (together, the “September 2026 Indenture”). 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 issueterms 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 notes initially issued on September 2026 Notes23, 2021 for newly issued registered notes with substantially similar terms, which expired on August 23, 2022.2022 and was completed promptly thereafter.

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 Successor Trustee if the Company is no longer subject to the reporting
92

Blue Owl Credit Income Corp.
Notes to Consolidated Financial Statements - Continued
(Unaudited)
requirements under the Exchange Act. These covenants are subject to important limitations and exceptions that are described in the September 2026 Indenture.

96

Blue Owl Credit Income Corp.
Notes to Consolidated Financial Statements - Continued
(Unaudited)
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 notes initially issued on February 8, 2022, together with the registered notes issued in the exchange offer described below, 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. TheWhen initially issued, the February 2027 Notes havewere not been registered under the Securities Act and maycould 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 the Second Supplemental Indenture (together, the “February 2027 Indenture”). 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 issueterms 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 24, 2023,25, 2022, commenced an offer to exchange the notes initially issued on February 2027 Notes8, 2022 for newly issued registered notes with substantially similar terms. See Note 12. "Subsequent Events."terms, which expired on August 23, 2022 and was completed promptly thereafter.

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 Successor 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 notes initially issued on March 29, 2022, together with the registered notes issued in the exchange offer described below, 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. TheWhen initially issued, the March 2025 Notes havewere not been registered under the Securities Act and maycould not be offered or sold in the United States absent registration or an applicable exemption from registration.

93

Blue Owl Credit Income Corp.
Notes to Consolidated Financial Statements - Continued
(Unaudited)
The March 2025 Notes were issued pursuant to the Base Indenture and the Third Supplemental Indenture (together, the “March 2025 Indenture”). 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 terms of the March 2025 Registration Rights Agreement, the Company is obligated
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Blue Owl Credit Income Corp.
Notes 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 2025 Registration Rights Agreement, it will be required to pay additional interest to the holders of the March 2025 Notes. The Company Consolidated Financial Statements - Continued
(Unaudited)
filed a registration statement with the SEC and, on July 25, 2022, commenced an offer to exchange the notes initially issued on March 2025 Notes29, 2022 for newly issued registered notes with substantially similar terms, which expired on August 23, 2022.2022 and was completed promptly thereafter.

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 Successor 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.


September 2027 Notes

On September 16, 2022, the Company issued $600 million aggregate principal amount of 7.750% notes due 2027 (the notes initially issued on September 16, 2022, together with the registered notes issued in the exchange offer described below, the “September 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. TheWhen initially issued, the September 2027 Notes havewere not been registered under the Securities Act and maycould not be offered or sold in the United States absent registration or an applicable exemption from registration.

The September 2027 Notes were issued pursuant to the Base Indenture and the Fourth Supplemental Indenture (together, the “September 2027 Indenture”). The September 2027 Notes will mature on September 16, 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 September 2027 Indenture. The September 2027 Notes bear interest at a rate of 7.750% per year payable semi-annually on March 16 and September 16 of each year, commencing on March 16, 2023. Concurrent with the issuance of the September 2027 Notes, the Company entered into a Registration Rights Agreement (the “September 2027 Registration Rights Agreement”) for the benefit of the purchasers of the September 2027 Notes. Pursuant to the terms of the September 2027 Registration Rights Agreement, the Company is obligated to filefiled a registration statement with the SEC with respect toand, on July 24, 2023, commenced an offer to exchange the notes initially issued on September 2027 Notes16, 2022 for a new issue of debt securitiesnewly issued registered under the Securities Actnotes with substantially similar terms, substantially identical to those of the September 2027 Notes (except for provisions relating to transfer restrictionswhich expired on August 23, 2023 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 2027 Notes. If the Company fails to satisfy its registration obligations under the September 2027 Registration Rights Agreement, it will be required to pay additional interest to the holders of the September 2027 Notes.was completed promptly thereafter.

94

Blue Owl Credit Income Corp.
Notes to Consolidated Financial Statements - Continued
(Unaudited)
The September 2027 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 September 2027 Notes. The September 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 September 2027 Notes. The September 2027 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 2027 Notes will 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 2027 Indenture contains certain covenants, including covenants requiring the Company to (i) comply with Section 18(a)(1)(A) of the 1940 Act whether or not it is subject to those requirements, and (ii) provide financial information to the holders of the September 2027 Notes and the Successor 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 2027 Indenture.

98

Blue Owl Credit Income Corp.
Notes to Consolidated Financial Statements - Continued
(Unaudited)
In addition, if a change of control repurchase event, as defined in the Indenture, occurs prior to maturity, holders of the September 2027 Notes will have the right, at their option, to require the Company to repurchase for cash some or all of the September 2027 Notes at a repurchase price equal to 100% of the aggregate principal amount of the September 2027 Notes being repurchased, plus accrued and unpaid interest to, but not including, the repurchase date.

In connection with the issuance of the September 2027 Notes, on October 18, 2022 the Company entered into centrally cleared interest rate swaps. The notional amount of the interest rate swaps is $600.0 million. The Company will receive fixed rate interest at 7.750% and pay variable rate interest based on SOFR plus 3.84%. The interest rate swaps mature on September 16, 2027. For the three months ended June 30, 2023, the Company did not make any periodic payments. For the six months ended JuneSeptember 30, 2023, the Company made a periodic payment of $0.7$4.2 million. For the nine months ended September 30, 2023, the Company made periodic payments of $4.9 million. The interest expense related to the September 2027 Notes is equally offset by the proceeds received from the interest rate swaps. The swap adjusted interest expense is included as a component of interest expense on the Company's Consolidated Statements of Operations. As of JuneSeptember 30, 2023, the interest rate swap had a fair value of $(3.1)$(11.0) million ($(0.1)(0.6) million net of the present value of the cash flows of the September 2027 Notes). As of December 31, 2022, the interest rate swap had a fair value of $4.0 million ($0.4 million net of the present value of the cash flows of the September 2027 Notes). Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of accrued expenses and other liabilities or prepaid expenses and other assets on the Company's Consolidated Statements of Assets and Liabilities. The change in fair value of the interest rate swap is offset by the change in fair value of the September 2027 Notes, with the remaining difference included as a component of interest expense on the Consolidated Statements of Operations.

June 2028 Notes

On June 13, 2023, the Company issued $500 million aggregate principal amount of its 7.950% notes due 2028 (theand on July 14, 2023, the Company issued an additional $150 million aggregate principal amount of its 7.950% notes due 2028 (together, the “June 2028 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 June 2028 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 June 2028 Notes were issued pursuant to the Base Indenture and the Fifth Supplemental Indenture (together with the Base Indenture, the “June 2028 Indenture”), between the Company and the Trustee. The June 2028 Notes will mature on June 13, 2028 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 June 2028 Indenture. The June 2028 Notes bear interest at a rate of 7.950% per year payable semi-annually on June 13 and December 13 of each year, commencing on December 13, 2023. Concurrent with the issuance of the June 2028 Notes, the Company entered into a Registration Rights Agreement (the “June 2028 Registration Rights Agreement”) for the benefit of the purchasers of the June 2028 Notes. Pursuant to the June 2028 Registration Rights Agreement, the Company is obligated to file a registration statement with the SEC with respect to an offer to exchange the June 2028 Notes for a new issue of debt securities registered under the Securities Act with terms substantially identical to those of the June 2028 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 June 2028 Notes. If the Company fails to satisfy its registration obligations under the June 2028 Registration Rights Agreement, it will be required to pay additional interest to the holders of the June 2028 Notes.

The June 2028 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 June 2028
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Notes. The June 2028 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 June 2028 Notes. The June 2028 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 June 2028 Notes will 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 June 2028 Indenture contains certain covenants, including covenants requiring the Company to (i) comply with Section 18(a)(1)(A) of the 1940 Act whether or not it is subject to those requirements, and (ii) provide financial information to the holders of the June 2028 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 June 2028 Indenture.

In addition, if a change of control repurchase event, as defined in the Indenture, occurs prior to maturity, holders of the June 2028 Notes will have the right, at their option, to require the Company to repurchase for cash some or all of the June 2028 Notes at a
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repurchase price equal to 100% of the aggregate principal amount of the June 2028 Notes being repurchased, plus accrued and unpaid interest to, but not including, the repurchase date.


Note 7. Commitments and Contingencies

Portfolio Company Commitments

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

Portfolio CompanyInvestmentJune 30, 2023December 31, 2022
($ in thousands)
AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLCLLC Interest$38,884 $45,000 
AAM Series 2.1 Aviation Feeder, LLCLLC Interest26,056 43,432 
ABB/Con-cise Optical Group LLCFirst lien senior secured revolving loan— 186 
ACR Group Borrower, LLCFirst lien senior secured revolving loan245 537 
AmeriLife Holdings LLCFirst lien senior secured revolving loan13,561 16,273 
AmeriLife Holdings LLCFirst lien senior secured delayed draw term loan10,848 10,849 
Anaplan, Inc.First lien senior secured revolving loan16,528 16,528 
Apex Service Partners, LLCFirst lien senior secured revolving loan4,600 1,725 
Appfire Technologies, LLCFirst lien senior secured revolving loan1,633 1,539 
Appfire Technologies, LLCFirst lien senior secured delayed draw term loan14,326 16,366 
Aramsco, Inc.First lien senior secured revolving loan3,584 — 
Aramsco, Inc.First lien senior secured delayed draw term loan1,299 — 
Armstrong Bidco Ltd. (dba The Access Group)First lien senior secured delayed draw term loan2,142 3,734 
Ascend Buyer, LLC (dba PPC Flexible Packaging)First lien senior secured revolving loan5,106 5,106 
Associations, Inc.First lien senior secured revolving loan4,829 4,829 
Associations, Inc.First lien senior secured delayed draw term loan21,350 56,283 
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Portfolio CompanyInvestmentJune 30, 2023December 31, 2022
Athenahealth Group Inc.First lien senior secured delayed draw term loan3,631 3,631 
Avalara, Inc.First lien senior secured revolving loan7,045 7,045 
Adenza Group, Inc.First lien senior secured delayed draw term loan2,145 2,145 
Adenza Group, Inc.First lien senior secured revolving loan2,591 2,591 
Bayshore Intermediate #2, L.P. (dba Boomi)First lien senior secured revolving loan1,274 1,062 
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 loan2,897 4,655 
BCTO BSI Buyer, Inc. (dba Buildertrend)First lien senior secured revolving loan161 161 
BELMONT BUYER, INC. (dba Valenz)First lien senior secured delayed draw term loan13,300 — 
BELMONT BUYER, INC. (dba Valenz)First lien senior secured revolving loan5,925 — 
Brightway Holdings, LLCFirst lien senior secured revolving loan1,053 2,105 
BTRS Holdings Inc. (dba Billtrust)First lien senior secured delayed draw term loan697 917 
BTRS Holdings Inc. (dba Billtrust)First lien senior secured revolving loan752 1,157 
Canadian Hospital Specialties Ltd.First lien senior secured delayed draw term loan— 637 
Canadian Hospital Specialties Ltd.First lien senior secured revolving loan179 248 
CivicPlus, LLCFirst lien senior secured revolving loan1,840 2,245 
Community Brands ParentCo, LLCFirst lien senior secured delayed draw term loan3,750 3,750 
Community Brands ParentCo, LLCFirst lien senior secured revolving loan1,875 1,875 
CoolSys, Inc.First lien senior secured delayed draw term loan770 — 
CoreTrust Purchasing Group LLCFirst lien senior secured delayed draw term loan14,183 14,183 
CoreTrust Purchasing Group LLCFirst lien senior secured revolving loan14,183 14,183 
Coupa Holdings, LLCFirst lien senior secured revolving loan1,664 — 
Coupa Holdings, LLCFirst lien senior secured delayed draw term loan2,174 — 
Denali BuyerCo, LLC (dba Summit Companies)First lien senior secured delayed draw term loan— 5,712 
Denali BuyerCo, LLC (dba Summit Companies)First lien senior secured revolving loan9,963 9,963 
Dermatology Intermediate Holdings III, Inc.First lien senior secured delayed draw term loan52 278 
Diamondback Acquisition, Inc. (dba Sphera)First lien senior secured delayed draw term loan9,553 9,553 
Disco Parent, Inc. (dba Duck Creek Technologies, Inc.)First lien senior secured revolving loan91 — 
Douglas Products and Packaging Company LLCFirst lien senior secured revolving loan2,880 3,199 
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Portfolio CompanyInvestmentJune 30, 2023December 31, 2022
EET Buyer, Inc. (dba e-Emphasys)First lien senior secured revolving loan3,387 1,955 
Entertainment Benefits Group, LLCFirst lien senior secured revolving loan9,667 3,867 
EOS U.S. Finco LLCFirst lien senior secured loan10,112 — 
Evolution BuyerCo, Inc. (dba SIAA)First lien senior secured delayed draw term loan200 200 
Evolution BuyerCo, Inc. (dba SIAA)First lien senior secured revolving loan676 676 
Formerra, LLCFirst lien senior secured delayed draw term loan54 211 
Formerra, LLCFirst lien senior secured revolving loan479 526 
Fortis Solutions Group, LLCFirst lien senior secured delayed draw term loan— 191 
Fortis Solutions Group, LLCFirst lien senior secured revolving loan5,847 5,848 
Fullsteam Operations, LLCFirst lien senior secured loan— 31,894 
Gaylord Chemical Company, L.L.C.First lien senior secured revolving loan3,182 3,182 
Gaylord Chemical Company, L.L.C.First lien senior secured revolving loan791 791 
GI Apple Midco LLCFirst lien senior secured revolving loan7,916 — 
GI Apple Midco LLCFirst lien senior secured delayed draw term loan15,831 — 
GI Ranger Intermediate, LLC (dba Rectangle Health)First lien senior secured delayed draw term loan7,600 7,600 
GI Ranger Intermediate, LLC (dba Rectangle Health)First lien senior secured revolving loan1,004 1,506 
Global Music Rights, LLCFirst lien senior secured revolving loan7,500 7,500 
Catalis Intermediate, Inc. (fka GovBrands Intermediate, Inc.)First lien senior secured delayed draw term loan870 870 
Catalis Intermediate, Inc. (fka GovBrands Intermediate, Inc.)First lien senior secured revolving loan88 88 
Granicus, Inc.First lien senior secured revolving loan111 107 
Grayshift, LLCFirst lien senior secured revolving loan2,419 2,419 
Hercules Borrower, LLC (dba The Vincit Group)First lien senior secured revolving loan85 86 
Hercules Borrower, LLC (dba The Vincit Group)First lien senior secured delayed draw term loan7,059 9,811 
Hissho Sushi Merger Sub LLCFirst lien senior secured revolving loan8,162 6,996 
Home Service TopCo IV, Inc.First lien senior secured revolving loan3,359 — 
Home Service TopCo IV, Inc.First lien senior secured delayed draw term loan8,397 — 
Hyperion Refinance S.a.r.l (dba Howden Group)First lien senior secured delayed draw term loan— 92,823 
Ideal Image Development, LLCFirst lien senior secured delayed draw term loan— 732 
Ideal Image Development, LLCFirst lien senior secured revolving loan— 915 
98

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Portfolio CompanyInvestmentJune 30, 2023December 31, 2022
Ideal Tridon Holdings, Inc.First lien senior secured revolving loan6,164 — 
IG Investments Holdings, LLC (dba Insight Global)First lien senior secured revolving loan3,613 2,168 
IMO Investor Holdings, Inc.First lien senior secured delayed draw term loan3,623 4,963 
IMO Investor Holdings, Inc.First lien senior secured revolving loan2,482 2,010 
Indigo Buyer, Inc. (dba Inovar Packaging Group)First lien senior secured delayed draw term loan— 31,750 
Indigo Buyer, Inc. (dba Inovar Packaging Group)First lien senior secured revolving loan10,583 10,583 
BradyIFS Holdings, LLC (fka Individual Foodservice Holdings, LLC)First lien senior secured revolving loan74 83 
BradyIFS Holdings, LLC (fka Individual Foodservice Holdings, LLC)First lien senior secured delayed draw term loan— 18,414 
BradyIFS Holdings, LLC (fka Individual Foodservice Holdings, LLC)First lien senior secured delayed draw term loan6,999 8,048 
Intelerad Medical Systems Inc.First lien senior secured revolving loan1,150 
Interoperability Bidco, Inc. (dba Lyniate)First lien senior secured revolving loan4,213 1,739 
Kaseya Inc.First lien senior secured delayed draw term loan4,077 4,342 
Kaseya Inc.First lien senior secured revolving loan3,256 4,342 
KBP Brands, LLCFirst lien senior secured delayed draw term loan743 743 
KPSKY Acquisition, Inc. (dba BluSky)First lien senior secured delayed draw term loan8,550 16,625 
KWOR Acquisition, Inc. (dba Alacrity Solutions)First lien senior secured revolving loan1,537 3,415 
KWOR Acquisition, Inc. (dba Alacrity Solutions)First lien senior secured delayed draw term loan6,792 8,748 
Lightbeam Bidco, Inc.First lien senior secured revolving loan11,685 — 
Lightbeam Bidco, Inc.First lien senior secured delayed draw term loan14,606 — 
Lignetics Investment Corp.First lien senior secured delayed draw term loan— 9,559 
Lignetics Investment Corp.First lien senior secured revolving loan382 4,588 
ManTech International CorporationFirst lien senior secured delayed draw term loan3,360 3,360 
ManTech International CorporationFirst lien senior secured revolving loan1,806 1,806 
Mario Purchaser, LLC (dba Len the Plumber)First lien senior secured delayed draw term loan21,702 28,401 
Mario Purchaser, LLC (dba Len the Plumber)First lien senior secured revolving loan8,038 8,038 
Medline Borrower, LPFirst lien senior secured revolving loan2,020 2,020 
MHE Intermediate Holdings, LLC (dba OnPoint Group)First lien senior secured revolving loan2,643 3,071 
Milan Laser Holdings LLCFirst lien senior secured revolving loan1,765 1,765 
Ministry Brands Holdings, LLC.First lien senior secured delayed draw term loan13,822 15,819 
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Portfolio CompanyInvestmentJune 30, 2023December 31, 2022
Ministry Brands Holdings, LLC.First lien senior secured revolving loan3,006 2,373 
Mitnick Corporate Purchaser, Inc.First lien senior secured revolving loan6,875 8,713 
Natural Partners, LLCFirst lien senior secured revolving loan5,063 5,063 
NMI Acquisitionco, Inc. (dba Network Merchants)First lien senior secured delayed draw term loan1,039 1,039 
NMI Acquisitionco, Inc. (dba Network Merchants)First lien senior secured revolving loan558 558 
Notorious Topco, LLC (dba Beauty Industry Group)First lien senior secured delayed draw term loan3,521 3,521 
Notorious Topco, LLC (dba Beauty Industry Group)First lien senior secured revolving loan4,930 4,401 
OAC Holdings I Corp. (dba Omega Holdings)First lien senior secured revolving loan735 1,139 
OB Hospitalist Group, Inc.First lien senior secured revolving loan4,476 5,222 
Ocala Bidco, Inc.First lien senior secured delayed draw term loan8,469 8,469 
Ole Smoky Distillery, LLCFirst lien senior secured revolving loan3,302 3,302 
OneOncology LLCFirst lien senior secured revolving loan14,269 — 
OneOncology LLCFirst lien senior secured delayed draw term loan26,754 — 
Oranje Holdco, Inc. (dba KnowBe4)First lien senior secured revolving loan10,148 — 
Pacific BidCo Inc.First lien senior secured delayed draw term loan17,905 17,906 
Patriot Acquisition TopCo S.A.R.L (dba Corza Health, Inc.)First lien senior secured revolving loan88 70 
PCF Holdco, LLC (dba PCF Insurance Services)Series A Preferred Units6,798 — 
Pediatric Associates Holding Company, LLCFirst lien senior secured delayed draw term loan533 1,776 
Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services)First lien senior secured delayed draw term loan— 8,891 
Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services)First lien senior secured revolving loan2,570 2,570 
Ping Identity Holding Corp.First lien senior secured revolving loan2,182 2,182 
Plasma Buyer LLC (dba Pathgroup)First lien senior secured delayed draw term loan28,553 28,553 
Plasma Buyer LLC (dba Pathgroup)First lien senior secured revolving loan12,237 12,237 
Pluralsight, LLCFirst lien senior secured revolving loan196 196 
PPV Intermediate Holdings, LLCFirst lien senior secured revolving loan11,854 8,653 
PPV Intermediate Holdings, LLCFirst lien senior secured delayed draw term loan— 19,248 
QAD Inc.First lien senior secured revolving loan6,000 6,000 
Quva Pharma, Inc.First lien senior secured revolving loan245 236 
Relativity ODA LLCFirst lien senior secured revolving loan435 435 
Portfolio CompanyInvestmentSeptember 30, 2023December 31, 2022
($ in thousands)
AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLCLLC Interest$9,788 $45,000 
AAM Series 2.1 Aviation Feeder, LLCLLC Interest9,909 43,432 
Abacus Life, Inc.First lien senior secured delayed draw term loan9,375 — 
ABB/Con-cise Optical Group LLCFirst lien senior secured revolving loan— 186 
ACR Group Borrower, LLCFirst lien senior secured revolving loan337 537 
Activate Holdings (US) Corp. (dba Absolute Software)First lien senior secured revolving loan352 — 
AmeriLife Holdings LLCFirst lien senior secured revolving loan13,561 16,273 
AmeriLife Holdings LLCFirst lien senior secured delayed draw term loan10,848 10,849 
Anaplan, Inc.First lien senior secured revolving loan16,528 16,528 
Apex Service Partners, LLCFirst lien senior secured revolving loan1,725 1,725 
Appfire Technologies, LLCFirst lien senior secured revolving loan1,633 1,539 
Appfire Technologies, LLCFirst lien senior secured delayed draw term loan11,285 16,366 
Aramsco, Inc.First lien senior secured revolving loan2,151 — 
Aramsco, Inc.First lien senior secured delayed draw term loan223 — 
Armstrong Bidco Ltd. (dba The Access Group)First lien senior secured delayed draw term loan— 3,734 
Ascend Buyer, LLC (dba PPC Flexible Packaging)First lien senior secured revolving loan5,106 5,106 
Associations, Inc.First lien senior secured revolving loan4,829 4,829 
Associations, Inc.First lien senior secured delayed draw term loan13,544 56,283 
Athenahealth Group Inc.First lien senior secured delayed draw term loan— 3,631 
Avalara, Inc.First lien senior secured revolving loan7,045 7,045 
Adenza Group, Inc.First lien senior secured delayed draw term loan— 2,145 
Adenza Group, Inc.First lien senior secured revolving loan2,591 2,591 
AWP Group Holdings, Inc.First lien senior secured delayed draw term loan7,024 — 
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Portfolio CompanyInvestmentJune 30, 2023December 31, 2022
Sailpoint Technologies Holdings, Inc.First lien senior secured revolving loan5,718 5,718 
Securonix, Inc.First lien senior secured revolving loan5,339 5,339 
Sensor Technology Topco, Inc.First lien senior secured revolving loan20,562 — 
Simplisafe Holding CorporationFirst lien senior secured delayed draw term loan16,049 16,049 
Smarsh Inc.First lien senior secured delayed draw term loan10,381 10,381 
Smarsh Inc.First lien senior secured revolving loan830 5,190 
Sonny's Enterprises, LLCFirst lien senior secured revolving loan26,018 — 
Sonny's Enterprises, LLCFirst lien senior secured delayed draw term loan27,525 — 
Southern Air & Heat Holdings, LLCFirst lien senior secured delayed draw term loan— 315 
Southern Air & Heat Holdings, LLCFirst lien senior secured revolving loan203 203 
Spotless Brands, LLCFirst lien senior secured revolving loan1,461 1,461 
Summit Acquisition Inc.First lien senior secured delayed draw term loan12,267 — 
Summit Acquisition Inc.First lien senior secured revolving loan6,133 — 
SWK BUYER, Inc. (dba Stonewall Kitchen)First lien senior secured revolving loan418 3,626 
SWK BUYER, Inc. (dba Stonewall Kitchen)First lien senior secured delayed draw term loan— 13,947 
Tahoe Finco, LLCFirst lien senior secured revolving loan6,279 6,279 
Tamarack Intermediate, L.L.C. (dba Verisk 3E)First lien senior secured revolving loan4,455 4,388 
TC Holdings, LLC (dba TrialCard)First lien senior secured revolving loan7,768 7,768 
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 loan3,198 4,746 
Circana Group, L.P. (fka The NPD Group, L.P.)First lien senior secured revolving loan13,126 12,555 
The Shade Store, LLCFirst lien senior secured revolving loan3,273 4,909 
Thunder Purchaser, Inc. (dba Vector Solutions)First lien senior secured revolving loan112 470 
Thunder Purchaser, Inc. (dba Vector Solutions)First lien senior secured delayed draw term loan1,306 1,306 
Troon Golf, L.L.C.First lien senior secured delayed draw term loan— 10,000 
Troon Golf, L.L.C.First lien senior secured revolving loan7,207 7,207 
Ultimate Baked Goods Midco, LLCFirst lien senior secured revolving loan2,000 1,475 
Unified Women's Healthcare, LPFirst lien senior secured delayed draw term loan338 3,045 
Unified Women's Healthcare, LPFirst lien senior secured revolving loan8,120 8,120 
Portfolio CompanyInvestmentSeptember 30, 2023December 31, 2022
AWP Group Holdings, Inc.First lien senior secured revolving loan3,454 — 
Bamboo US BidCo LLCFirst lien senior secured revolving loan20,128 — 
Bamboo US BidCo LLCFirst lien senior secured delayed draw term loan15,096 — 
Bayshore Intermediate #2, L.P. (dba Boomi)First lien senior secured revolving loan1,274 1,062 
BCPE Osprey Buyer, Inc. (dba PartsSource)First lien senior secured delayed draw term loan24,595 31,034 
BCPE Osprey Buyer, Inc. (dba PartsSource)First lien senior secured revolving loan3,931 4,655 
BCTO BSI Buyer, Inc. (dba Buildertrend)First lien senior secured revolving loan161 161 
BELMONT BUYER, INC. (dba Valenz)First lien senior secured delayed draw term loan7,980 — 
BELMONT BUYER, INC. (dba Valenz)First lien senior secured revolving loan6,650 — 
Brightway Holdings, LLCFirst lien senior secured revolving loan1,053 2,105 
BTRS Holdings Inc. (dba Billtrust)First lien senior secured delayed draw term loan581 917 
BTRS Holdings Inc. (dba Billtrust)First lien senior secured revolving loan1,157 1,157 
Canadian Hospital Specialties Ltd.First lien senior secured delayed draw term loan— 637 
Canadian Hospital Specialties Ltd.First lien senior secured revolving loan146 248 
Certinia, Inc.First lien senior secured revolving loan4,412 — 
CivicPlus, LLCFirst lien senior secured revolving loan2,064 2,245 
Community Brands ParentCo, LLCFirst lien senior secured delayed draw term loan3,750 3,750 
Community Brands ParentCo, LLCFirst lien senior secured revolving loan1,875 1,875 
CoreTrust Purchasing Group LLCFirst lien senior secured delayed draw term loan14,183 14,183 
CoreTrust Purchasing Group LLCFirst lien senior secured revolving loan14,183 14,183 
Coupa Holdings, LLCFirst lien senior secured revolving loan1,664 — 
Coupa Holdings, LLCFirst lien senior secured delayed draw term loan2,174 — 
CPM Holdings, Inc.First lien senior secured revolving loan5,000 — 
Denali BuyerCo, LLC (dba Summit Companies)First lien senior secured delayed draw term loan— 5,712 
Denali BuyerCo, LLC (dba Summit Companies)First lien senior secured revolving loan9,963 9,963 
Dermatology Intermediate Holdings III, Inc.First lien senior secured delayed draw term loan— 278 
Diamondback Acquisition, Inc. (dba Sphera)First lien senior secured delayed draw term loan— 9,553 
Disco Parent, Inc. (dba Duck Creek Technologies, Inc.)First lien senior secured revolving loan91 — 
Douglas Products and Packaging Company LLCFirst lien senior secured revolving loan— 3,199 
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Portfolio CompanyInvestmentJune 30, 2023December 31, 2022
USRP Holdings, Inc. (dba U.S. Retirement and Benefits Partners)First lien senior secured revolving loan1,096 1,096 
Velocity HoldCo III Inc. (dba VelocityEHS)First lien senior secured revolving loan47 113 
Walker Edison Furniture Company LLCFirst lien senior secured delayed draw term loan267 — 
When I Work, Inc.First lien senior secured revolving loan4,164 4,164 
Zendesk, Inc.First lien senior secured delayed draw term loan30,080 30,080 
Zendesk, Inc.First lien senior secured revolving loan12,386 12,386 
Total Unfunded Portfolio Company Commitments$982,318 $1,067,317 
Portfolio CompanyInvestmentSeptember 30, 2023December 31, 2022
EET Buyer, Inc. (dba e-Emphasys)First lien senior secured revolving loan2,710 1,955 
Entertainment Benefits Group, LLCFirst lien senior secured revolving loan9,667 3,867 
Entrata, Inc.First lien senior secured revolving loan513 — 
EOS U.S. Finco LLCFirst lien senior secured delayed draw term loan10,112 — 
Evolution BuyerCo, Inc. (dba SIAA)First lien senior secured delayed draw term loan200 200 
Evolution BuyerCo, Inc. (dba SIAA)First lien senior secured revolving loan676 676 
Finastra USA, Inc.First lien senior secured revolving loan13,473 — 
Formerra, LLCFirst lien senior secured delayed draw term loan54 211 
Formerra, LLCFirst lien senior secured revolving loan479 526 
Fortis Solutions Group, LLCFirst lien senior secured delayed draw term loan— 191 
Fortis Solutions Group, LLCFirst lien senior secured revolving loan6,747 5,848 
Fullsteam Operations, LLCFirst lien senior secured delayed draw term loan— 31,894 
Gaylord Chemical Company, L.L.C.First lien senior secured revolving loan3,182 3,182 
Gaylord Chemical Company, L.L.C.First lien senior secured revolving loan791 791 
GI Apple Midco LLC (dba Atlas Technical Consultants)First lien senior secured revolving loan4,274 — 
GI Apple Midco LLC (dba Atlas Technical Consultants)First lien senior secured delayed draw term loan14,090 — 
GI Ranger Intermediate, LLC (dba Rectangle Health)First lien senior secured delayed draw term loan7,600 7,600 
GI Ranger Intermediate, LLC (dba Rectangle Health)First lien senior secured revolving loan1,004 1,506 
Global Music Rights, LLCFirst lien senior secured revolving loan7,500 7,500 
Catalis Intermediate, Inc. (fka GovBrands Intermediate, Inc.)First lien senior secured delayed draw term loan— 870 
Catalis Intermediate, Inc. (fka GovBrands Intermediate, Inc.)First lien senior secured revolving loan577 88 
Granicus, Inc.First lien senior secured revolving loan87 107 
Grayshift, LLCFirst lien senior secured revolving loan2,419 2,419 
Hercules Borrower, LLC (dba The Vincit Group)First lien senior secured revolving loan90 86 
Hercules Borrower, LLC (dba The Vincit Group)First lien senior secured delayed draw term loan7,059 9,811 
Hissho Sushi Merger Sub, LLCFirst lien senior secured revolving loan8,745 6,996 
Home Service TopCo IV, Inc.First lien senior secured revolving loan3,359 — 
Home Service TopCo IV, Inc.First lien senior secured delayed draw term loan8,397 — 
Hyland Software, Inc.First lien senior secured revolving loan6,978 — 
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Portfolio CompanyInvestmentSeptember 30, 2023December 31, 2022
Hyperion Refinance S.a.r.l (dba Howden Group)First lien senior secured delayed draw term loan— 92,823 
Ideal Image Development, LLCFirst lien senior secured delayed draw term loan— 732 
Ideal Image Development, LLCFirst lien senior secured revolving loan— 915 
Ideal Tridon Holdings, Inc.First lien senior secured revolving loan6,164 — 
IG Investments Holdings, LLC (dba Insight Global)First lien senior secured revolving loan3,613 2,168 
IMO Investor Holdings, Inc.First lien senior secured delayed draw term loan3,623 4,963 
IMO Investor Holdings, Inc.First lien senior secured revolving loan2,085 2,010 
Indigo Buyer, Inc. (dba Inovar Packaging Group)First lien senior secured delayed draw term loan— 31,750 
Indigo Buyer, Inc. (dba Inovar Packaging Group)First lien senior secured revolving loan10,583 10,583 
Integrity Marketing Acquisition, LLCFirst lien senior secured revolving loan5,450 — 
Integrity Marketing Acquisition, LLCFirst lien senior secured delayed draw term loan23,574 — 
Integrated Specialty Coverages, LLCFirst lien senior secured delayed draw term loan12,716 — 
Integrated Specialty Coverages, LLCFirst lien senior secured revolving loan5,934 — 
BradyIFS Holdings, LLC (fka Individual Foodservice Holdings, LLC)First lien senior secured revolving loan74 83 
BradyIFS Holdings, LLC (fka Individual Foodservice Holdings, LLC)First lien senior secured delayed draw term loan— 18,414 
BradyIFS Holdings, LLC (fka Individual Foodservice Holdings, LLC)First lien senior secured delayed draw term loan4,343 8,048 
Intelerad Medical Systems IncorporatedFirst lien senior secured revolving loan621 
Interoperability Bidco, Inc. (dba Lyniate)First lien senior secured revolving loan4,213 1,739 
Kaseya Inc.First lien senior secured delayed draw term loan4,077 4,342 
Kaseya Inc.First lien senior secured revolving loan3,256 4,342 
KBP Brands, LLCFirst lien senior secured delayed draw term loan743 743 
KPSKY Acquisition, Inc. (dba BluSky)First lien senior secured delayed draw term loan5,486 16,625 
KRIV Acquisition Inc. (dba Riveron)First lien senior secured delayed draw term loan12,134 — 
KRIV Acquisition Inc. (dba Riveron)First lien senior secured revolving loan10,944 — 
KWOR Acquisition, Inc. (dba Alacrity Solutions)First lien senior secured revolving loan1,539 3,415 
KWOR Acquisition, Inc. (dba Alacrity Solutions)First lien senior secured delayed draw term loan6,360 8,748 
Lightbeam Bidco, Inc. (dba Lazer Spot)First lien senior secured revolving loan10,127 — 
Lightbeam Bidco, Inc. (dba Lazer Spot)First lien senior secured delayed draw term loan14,606 — 
Lignetics Investment Corp.First lien senior secured delayed draw term loan— 9,559 
103

Blue Owl Credit Income Corp.
Notes to Consolidated Financial Statements - Continued
(Unaudited)
Portfolio CompanyInvestmentSeptember 30, 2023December 31, 2022
Lignetics Investment Corp.First lien senior secured revolving loan382 4,588 
ManTech International CorporationFirst lien senior secured delayed draw term loan2,164 3,360 
ManTech International CorporationFirst lien senior secured revolving loan1,806 1,806 
Mario Purchaser, LLC (dba Len the Plumber)First lien senior secured delayed draw term loan21,702 28,401 
Mario Purchaser, LLC (dba Len the Plumber)First lien senior secured revolving loan8,038 8,038 
Medline Borrower, LPFirst lien senior secured revolving loan2,020 2,020 
MHE Intermediate Holdings, LLC (dba OnPoint Group)First lien senior secured revolving loan1,643 3,071 
Milan Laser Holdings LLCFirst lien senior secured revolving loan1,765 1,765 
Ministry Brands Holdings, LLCFirst lien senior secured delayed draw term loan13,282 15,819 
Ministry Brands Holdings, LLCFirst lien senior secured revolving loan2,610 2,373 
Mitnick Corporate Purchaser, Inc.First lien senior secured revolving loan9,375 8,713 
Natural Partners, LLCFirst lien senior secured revolving loan5,063 5,063 
Neptune Holdings, Inc. (dba NexTech)First lien senior secured revolving loan4,118 — 
NMI Acquisitionco, Inc. (dba Network Merchants)First lien senior secured delayed draw term loan— 1,039 
NMI Acquisitionco, Inc. (dba Network Merchants)First lien senior secured revolving loan558 558 
Notorious Topco, LLC (dba Beauty Industry Group)First lien senior secured delayed draw term loan3,521 3,521 
Notorious Topco, LLC (dba Beauty Industry Group)First lien senior secured revolving loan4,930 4,401 
OAC Holdings I Corp. (dba Omega Holdings)First lien senior secured revolving loan2,572 1,139 
OB Hospitalist Group, Inc.First lien senior secured revolving loan4,369 5,222 
Ocala Bidco, Inc.First lien senior secured delayed draw term loan8,469 8,469 
Ole Smoky Distillery, LLCFirst lien senior secured revolving loan3,302 3,302 
Omnia Partners, LLCFirst lien senior secured delayed draw term loan172 — 
OneOncology LLCFirst lien senior secured revolving loan14,269 — 
OneOncology LLCFirst lien senior secured delayed draw term loan26,754 — 
Oranje Holdco, Inc. (dba KnowBe4)First lien senior secured revolving loan10,148 — 
Pacific BidCo Inc.First lien senior secured delayed draw term loan17,905 17,906 
Patriot Acquisition TopCo S.A.R.L (dba Corza Health, Inc.)First lien senior secured revolving loan88 70 
PCF Holdco, LLC (dba PCF Insurance Services)Series A Preferred Units6,798 — 
Pediatric Associates Holding Company, LLCFirst lien senior secured delayed draw term loan— 1,776 
104

Blue Owl Credit Income Corp.
Notes to Consolidated Financial Statements - Continued
(Unaudited)
Portfolio CompanyInvestmentSeptember 30, 2023December 31, 2022
Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services)First lien senior secured delayed draw term loan— 8,891 
Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services)First lien senior secured revolving loan2,570 2,570 
Ping Identity Holding Corp.First lien senior secured revolving loan2,182 2,182 
Plasma Buyer LLC (dba Pathgroup)First lien senior secured delayed draw term loan28,553 28,553 
Plasma Buyer LLC (dba Pathgroup)First lien senior secured revolving loan9,790 12,237 
Pluralsight, LLCFirst lien senior secured revolving loan146 196 
PPV Intermediate Holdings, LLCFirst lien senior secured revolving loan11,854 8,653 
PPV Intermediate Holdings, LLCFirst lien senior secured delayed draw term loan— 19,248 
PPV Intermediate Holdings, LLCFirst lien senior secured delayed draw term loan10,076 — 
QAD, Inc.First lien senior secured revolving loan6,000 6,000 
Quva Pharma, Inc.First lien senior secured revolving loan355 236 
Relativity ODA LLCFirst lien senior secured revolving loan435 435 
Sailpoint Technologies Holdings, Inc.First lien senior secured revolving loan5,718 5,718 
Securonix, Inc.First lien senior secured revolving loan5,339 5,339 
Sensor Technology Topco, Inc. (dba Humanetics)First lien senior secured revolving loan12,275 — 
Simplisafe Holding CorporationFirst lien senior secured delayed draw term loan11,770 16,049 
Smarsh Inc.First lien senior secured delayed draw term loan10,381 10,381 
Smarsh Inc.First lien senior secured revolving loan830 5,190 
Sonny's Enterprises, LLCFirst lien senior secured revolving loan25,158 — 
Sonny's Enterprises, LLCFirst lien senior secured delayed draw term loan26,532 — 
Southern Air & Heat Holdings, LLCFirst lien senior secured delayed draw term loan— 315 
Southern Air & Heat Holdings, LLCFirst lien senior secured revolving loan259 203 
Southern Air & Heat Holdings, LLCFirst lien senior secured delayed draw term loan28,750 — 
Spotless Brands, LLCFirst lien senior secured revolving loan1,461 1,461 
Summit Acquisition Inc. (dba K2 Insurance Services)First lien senior secured delayed draw term loan12,267 — 
Summit Acquisition Inc. (dba K2 Insurance Services)First lien senior secured revolving loan6,133 — 
SWK BUYER, Inc. (dba Stonewall Kitchen)First lien senior secured revolving loan1,953 3,626 
SWK BUYER, Inc. (dba Stonewall Kitchen)First lien senior secured delayed draw term loan— 13,947 
Tahoe Finco, LLCFirst lien senior secured revolving loan6,279 6,279 
105

Blue Owl Credit Income Corp.
Notes to Consolidated Financial Statements - Continued
(Unaudited)
Portfolio CompanyInvestmentSeptember 30, 2023December 31, 2022
Tamarack Intermediate, L.L.C. (dba Verisk 3E)First lien senior secured revolving loan4,455 4,388 
TC Holdings, LLC (dba TrialCard)First lien senior secured revolving loan7,768 7,768 
Tempo Buyer Corp. (dba Global Claims Services)First lien senior secured delayed draw term loan— 10,317 
Tempo Buyer Corp. (dba Global Claims Services)First lien senior secured revolving loan3,198 4,746 
Circana Group, L.P. (fka The NPD Group, L.P.)First lien senior secured revolving loan11,699 12,555 
The Shade Store, LLCFirst lien senior secured revolving loan3,818 4,909 
Thunder Purchaser, Inc. (dba Vector Solutions)First lien senior secured revolving loan112 470 
Thunder Purchaser, Inc. (dba Vector Solutions)First lien senior secured delayed draw term loan— 1,306 
Troon Golf, L.L.C.First lien senior secured delayed draw term loan— 10,000 
Troon Golf, L.L.C.First lien senior secured revolving loan7,207 7,207 
Ultimate Baked Goods Midco, LLCFirst lien senior secured revolving loan2,000 1,475 
Unified Women's Healthcare, LPFirst lien senior secured delayed draw term loan— 3,045 
Unified Women's Healthcare, LPFirst lien senior secured revolving loan6,259 8,120 
USRP Holdings, Inc. (dba U.S. Retirement and Benefits Partners)First lien senior secured revolving loan1,096 1,096 
Velocity HoldCo III Inc. (dba VelocityEHS)First lien senior secured revolving loan106 113 
Walker Edison Furniture Company LLCFirst lien senior secured delayed draw term loan267 — 
When I Work, Inc.First lien senior secured revolving loan4,164 4,164 
Zendesk, Inc.First lien senior secured delayed draw term loan30,080 30,080 
Zendesk, Inc.First lien senior secured revolving loan12,386 12,386 
Total Unfunded Portfolio Company Commitments$1,045,971 $1,067,317 

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

Organizational and Offering Costs

The Adviser has incurred organization and offering costs on behalf of the Company in the amount of $2.0$2.1 million for the period from April 22, 2020 (Inception) to JuneSeptember 30, 2023, of which $2.0$2.1 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.

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 JuneSeptember 30, 2023, management was not aware of any pending or threatened litigation.

106

Blue Owl Credit Income Corp.
Notes to Consolidated Financial Statements - Continued
(Unaudited)
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:

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.

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.
102

Blue Owl Credit Income Corp.
Notes to Consolidated Financial Statements - Continued
(Unaudited)

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

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's continuous public offering of $2.5 million.
107

Blue Owl Credit Income Corp.
Notes to Consolidated Financial Statements - Continued
(Unaudited)
The following table summarizes transactions with respect to shares of the Company’s common stock during the following periods:
For the Three Months Ended June 30, 2023For the Three Months Ended September 30, 2023
Class SClass DClass ITotalClass SClass DClass ITotal
($ in thousands, except share amounts)($ in thousands, except share amounts)SharesAmountSharesAmountSharesAmountSharesAmount($ in thousands, except share amounts)SharesAmountSharesAmountSharesAmountSharesAmount
Shares/gross proceeds from the continuous public offeringShares/gross proceeds from the continuous public offering28,126,207$260,864 6,060,965$55,934 48,327,199$446,097 82,514,371$762,895 Shares/gross proceeds from the continuous public offering35,007,017$329,144 5,425,168$50,663 53,848,440$503,958 94,280,625$883,765 
Shares/gross proceeds from the private placementsShares/gross proceeds from the private placements— — 2,815,81225,996 2,815,81225,996 Shares/gross proceeds from the private placements— — 3,253,83430,412 3,253,83430,412 
Share Transfers between classesShare Transfers between classes(230,952)(2,127)— 230,2022,127 (750)— Share Transfers between classes— — — — 
Reinvestment of distributionsReinvestment of distributions1,950,23017,943 619,8035,709 3,621,46933,427 6,191,50257,079 Reinvestment of distributions2,292,21721,384 664,1986,202 4,268,50739,933 7,224,92267,519 
Repurchased sharesRepurchased shares(1,763,641)(16,367)(1,486,423)(13,809)(4,948,651)(46,071)(8,198,715)(76,247)Repurchased shares(1,573,405)(14,790)(1,379,185)(12,978)(8,074,185)(76,140)(11,026,775)(103,908)
Total shares/gross proceedsTotal shares/gross proceeds28,081,844260,3135,194,34547,83450,046,031461,57683,322,220769,723Total shares/gross proceeds35,725,829335,7384,710,18143,88753,296,596498,16393,732,606877,788
Sales loadSales load— (2,140)— (95)— — — (2,235)Sales load— (2,621)— — — — — (2,621)
Total shares/net proceedsTotal shares/net proceeds28,081,844$258,173 5,194,345$47,739 50,046,031$461,576 83,322,220$767,488 Total shares/net proceeds35,725,829$333,117 4,710,181$43,887 53,296,596$498,163 93,732,606$875,167 
For the Three Months Ended June 30, 2022For the Three Months Ended September 30, 2022
Class SClass DClass ITotalClass SClass DClass ITotal
($ in thousands, except share amounts)($ in thousands, except share amounts)SharesAmountSharesAmountSharesAmountSharesAmount($ in thousands, except share amounts)SharesAmountSharesAmountSharesAmountSharesAmount
Shares/gross proceeds from the continuous public offeringShares/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 continuous public offering25,525,944$231,220 5,608,407$50,343 53,594,346$483,022 84,728,697$764,585 
Shares/gross proceeds from the private placementsShares/gross proceeds from the private placements— — 4,402,19340,509 4,402,19340,509 Shares/gross proceeds from the private placements— — 3,573,81332,219 3,573,81332,219 
Reinvestment of distributionsReinvestment of distributions684,5586,264 261,6282,400 1,167,56010,708 2,113,74619,372 Reinvestment of distributions1,037,9359,333 339,8543,060 1,922,05117,350 3,299,84029,743 
Repurchased sharesRepurchased shares(946,284)(8,365)(125,276)(1,110)(2,073,617)(18,414)(3,145,177)(27,889)Repurchased shares(975,399)(8,769)(125,759)(1,132)(3,660,100)(32,978)(4,761,258)(42,878)
Total shares/gross proceedsTotal shares/gross proceeds45,212,006418,2068,050,07174,15083,881,930772,201137,144,0071,264,557Total shares/gross proceeds25,588,480231,7845,822,50252,27155,430,110499,61386,841,092783,669
Sales loadSales load— (3,423)— (114)— — — (3,537)Sales load— (2,215)— — — — — (2,215)
Total shares/net proceedsTotal shares/net proceeds45,212,006$414,783 8,050,071$74,036 83,881,930$772,201 137,144,007$1,261,020 Total shares/net proceeds25,588,480$229,569 5,822,502$52,271 55,430,110$499,613 86,841,092$781,454 
103108

Blue Owl Credit Income Corp.
Notes to Consolidated Financial Statements - Continued
(Unaudited)
For the Six Months Ended June 30, 2023For the Nine Months Ended September 30, 2023
Class SClass DClass ITotalClass SClass DClass ITotal
($ in thousands, except share amounts)($ in thousands, except share amounts)SharesAmountSharesAmountSharesAmountSharesAmount($ in thousands, except share amounts)SharesAmountSharesAmountSharesAmountSharesAmount
Shares/gross proceeds from the continuous public offeringShares/gross proceeds from the continuous public offering45,655,179$423,196 11,076,668$102,158 86,857,659$800,065 143,589,506$1,325,419 Shares/gross proceeds from the continuous public offering80,662,197$752,341 16,501,836$152,821 140,706,099$1,304,023 237,870,132$2,209,185 
Shares/gross proceeds from the private placementsShares/gross proceeds from the private placements— — 4,341,14840,036 4,341,14840,036 Shares/gross proceeds from the private placements— — 7,594,98270,448 7,594,98270,448 
Share Transfers between classesShare Transfers between classes(230,952)(2,127)— 230,2022,127 (750)— Share Transfers between classes(230,952)(2,127)— 230,2022,127 (750)— 
Reinvestment of distributionsReinvestment of distributions3,673,89133,775 1,140,52510,496 6,741,47162,155 11,555,887106,426 Reinvestment of distributions5,966,10855,159 1,804,72216,698 11,009,979102,088 18,780,809173,945 
Repurchased sharesRepurchased shares(4,113,635)(38,010)(1,860,989)(17,262)(12,310,493)(114,095)(18,285,116)(169,367)Repurchased shares(5,687,039)(52,800)(3,240,174)(30,240)(20,384,678)(190,235)(29,311,891)(273,275)
Total shares/gross proceedsTotal shares/gross proceeds44,984,483416,83410,356,20495,39285,859,987790,288141,200,6751,302,514Total shares/gross proceeds80,710,314752,57315,066,384139,279139,156,5841,288,451234,933,2822,180,303
Sales loadSales load— (3,697)— (144)— — — (3,841)Sales load— (6,319)— (144)— — — (6,463)
Total shares/net proceedsTotal shares/net proceeds44,984,483$413,137 10,356,204$95,248 85,859,987$790,288 141,200,675$1,298,673 Total shares/net proceeds80,710,314$746,254 15,066,384$139,135 139,156,584$1,288,451 234,933,282$2,173,840 
For the Six Months Ended June 30, 2022For the Nine Months Ended September 30, 2022
Class SClass DClass ITotalClass SClass DClass ITotal
($ in thousands, except share amounts)($ in thousands, except share amounts)SharesAmountSharesAmountSharesAmountSharesAmount($ in thousands, except share amounts)SharesAmountSharesAmountSharesAmountSharesAmount
Shares/gross proceeds from the continuous public offeringShares/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 continuous public offering119,271,531$1,104,545 25,925,981$238,937 199,692,008$1,834,660 344,889,520$3,178,142 
Shares/gross proceeds from the private placementsShares/gross proceeds from the private placements— — 8,578,45879,265 8,578,45879,265 Shares/gross proceeds from the private placements— — 12,152,271111,484 12,152,271111,484 
Reinvestment of distributionsReinvestment of distributions1,074,6289,894 418,7013,861 1,799,24516,593 3,292,57430,348 Reinvestment of distributions2,112,56319,227 758,5556,921 3,721,29633,943 6,592,41460,091 
Repurchased sharesRepurchased shares(1,595,704)(14,366)(158,129)(1,414)(3,907,137)(35,392)(5,660,970)(51,172)Repurchased shares(2,571,103)(23,135)(283,888)(2,546)(7,567,237)(68,370)(10,422,228)(94,051)
Total shares/gross proceedsTotal shares/gross proceeds93,224,511868,85320,578,146191,041152,568,2281,412,104266,370,8852,471,998Total shares/gross proceeds118,812,9911,100,63726,400,648243,312207,998,3381,911,717353,211,9773,255,666
Sales loadSales load— (7,073)— (446)— — — (7,519)Sales load— (9,288)— (446)— — — (9,734)
Total shares/net proceedsTotal shares/net proceeds93,224,511$861,780 20,578,146$190,595 152,568,228$1,412,104 266,370,885$2,464,479 Total shares/net proceeds118,812,991$1,091,349 26,400,648$242,866 207,998,338$1,911,717 353,211,977$3,245,932 


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

Class S
Effective DateNet Offering Price
(per share)
Maximum Upfront Sales Load
(per share)
Maximum Offering Price (per share)
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 
104109

Blue Owl Credit Income Corp.
Notes to Consolidated Financial Statements - Continued
(Unaudited)
Class SClass SClass S
Effective DateEffective DateNet 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)
April 1, 2022April 1, 2022$9.24 $0.32 $9.56 April 1, 2022$9.24 $0.32 $9.56 
May 1, 2022May 1, 2022$9.23 $0.32 $9.55 May 1, 2022$9.23 $0.32 $9.55 
June 1, 2022June 1, 2022$9.02 $0.32 $9.34 June 1, 2022$9.02 $0.32 $9.34 
July 1, 2022July 1, 2022$8.84 $0.31 $9.15 
August 1, 2022August 1, 2022$9.02 $0.32 $9.34 
September 1, 2022September 1, 2022$9.09 $0.32 $9.41 
January 1, 2023January 1, 2023$9.06 $0.32 $9.38 January 1, 2023$9.06 $0.32 $9.38 
February 1, 2023February 1, 2023$9.24 $0.32 $9.56 February 1, 2023$9.24 $0.32 $9.56 
March 1, 2023March 1, 2023$9.23 $0.32 $9.55 March 1, 2023$9.23 $0.32 $9.55 
April 1, 2023April 1, 2023$9.21 $0.32 $9.53 April 1, 2023$9.21 $0.32 $9.53 
May 1, 2023May 1, 2023$9.21 $0.32 $9.53 May 1, 2023$9.21 $0.32 $9.53 
June 1, 2023June 1, 2023$9.18 $0.32 $9.50 June 1, 2023$9.18 $0.32 $9.50 
July 1, 2023July 1, 2023$9.28 $0.32 $9.60 
August 1, 2023August 1, 2023$9.33 $0.33 $9.66 
September 1, 2023September 1, 2023$9.37 $0.33 $9.70 
Class DClass DClass D
Effective DateEffective DateNet 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)
January 1, 2022January 1, 2022$9.34 $0.14 $9.48 January 1, 2022$9.34 $0.14 $9.48 
February 1, 2022February 1, 2022$9.33 $0.14 $9.47 February 1, 2022$9.33 $0.14 $9.47 
March 1, 2022March 1, 2022$9.27 $0.14 $9.41 March 1, 2022$9.27 $0.14 $9.41 
April 1, 2022April 1, 2022$9.25 $0.14 $9.39 April 1, 2022$9.25 $0.14 $9.39 
May 1, 2022May 1, 2022$9.24 $0.14 $9.38 May 1, 2022$9.24 $0.14 $9.38 
June 1, 2022June 1, 2022$9.04 $0.14 $9.18 June 1, 2022$9.04 $0.14 $9.18 
July 1, 2022July 1, 2022$8.86 $0.13 $8.99 
August 1, 2022August 1, 2022$9.04 $0.14 $9.18 
September 1, 2022September 1, 2022$9.09 $0.14 $9.23 
January 1, 2023January 1, 2023$9.07 $0.14 $9.21 January 1, 2023$9.07 $0.14 $9.21 
February 1, 2023February 1, 2023$9.25 $0.14 $9.39 February 1, 2023$9.25 $0.14 $9.39 
March 1, 2023March 1, 2023$9.24 $0.14 $9.38 March 1, 2023$9.24 $0.14 $9.38 
April 1, 2023April 1, 2023$9.22 $0.14 $9.36 April 1, 2023$9.22 $0.14 $9.36 
May 1, 2023May 1, 2023$9.22 $0.14 $9.36 May 1, 2023$9.22 $0.14 $9.36 
June 1, 2023June 1, 2023$9.19 $0.14 $9.33 June 1, 2023$9.19 $0.14 $9.33 
July 1, 2023July 1, 2023$9.29 $0.14 $9.43 
August 1, 2023August 1, 2023$9.34 $0.14 $9.48 
September 1, 2023September 1, 2023$9.38 $0.14 $9.52 

Class I
Effective DateNet Offering Price
(per share)
Maximum Upfront Sales Load
(per share)
Maximum Offering Price (per share)
January 1, 2022$9.34 $— $9.34 
February 1, 2022$9.34 $— $9.34 
March 1, 2022$9.28 $— $9.28 
April 1, 2022$9.26 $— $9.26 
May 1, 2022$9.25 $— $9.25 
June 1, 2022$9.05 $— $9.05 
January 1, 2023$9.08 $— $9.08 
February 1, 2023$9.26 $— $9.26 
March 1, 2023$9.26 $— $9.26 
April 1, 2023$9.24 $— $9.24 
105110

Blue Owl Credit Income Corp.
Notes to Consolidated Financial Statements - Continued
(Unaudited)
Class IClass IClass I
Effective DateEffective DateNet 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)
January 1, 2022January 1, 2022$9.34 $— $9.34 
February 1, 2022February 1, 2022$9.34 $— $9.34 
March 1, 2022March 1, 2022$9.28 $— $9.28 
April 1, 2022April 1, 2022$9.26 $— $9.26 
May 1, 2022May 1, 2022$9.25 $— $9.25 
June 1, 2022June 1, 2022$9.05 $— $9.05 
July 1, 2022July 1, 2022$8.88 $— $8.88 
August 1, 2022August 1, 2022$9.06 $— $9.06 
September 1, 2022September 1, 2022$9.11 $— $9.11 
January 1, 2023January 1, 2023$9.08 $— $9.08 
February 1, 2023February 1, 2023$9.26 $— $9.26 
March 1, 2023March 1, 2023$9.26 $— $9.26 
April 1, 2023April 1, 2023$9.24 $— $9.24 
May 1, 2023May 1, 2023$9.24 $— $9.24 May 1, 2023$9.24 $— $9.24 
June 1, 2023June 1, 2023$9.21 $— $9.21 June 1, 2023$9.21 $— $9.21 
July 1, 2023July 1, 2023$9.31 $— $9.31 
August 1, 2023August 1, 2023$9.36 $— $9.36 
September 1, 2023September 1, 2023$9.39 $— $9.39 

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 recorded during the following periods:

Declaration DateDeclaration DateRecord DatePayment Date
 Distribution Per Share(1)
Distribution AmountDeclaration DateRecord DatePayment Date
 Distribution Per Share(1)
Distribution Amount
($ in thousands, except per share amounts)($ in thousands, except per share amounts)Class SClass DClass I($ in thousands, except per share amounts)Class SClass DClass I
December 5, 2022December 5, 2022January 31, 2023February 24, 2023$0.08765 $16,523 $4,296 $30,667 December 5, 2022January 31, 2023February 24, 2023$0.08765 $16,523 $4,296 $30,667 
February 10, 2023February 10, 2023February 28, 2023March 23, 20230.06765 12,882 3,372 24,319 February 10, 2023February 28, 2023March 23, 20230.06765 12,882 3,372 24,319 
February 10, 2023February 10, 2023March 31, 2023April 26, 20230.06765 13,027 3,550 24,938 February 10, 2023March 31, 2023April 26, 20230.06765 13,027 3,550 24,938 
February 10, 2023February 10, 2023April 30, 2023May 22, 20230.08765 18,233 4,956 33,691 February 10, 2023April 30, 2023May 22, 20230.08765 18,233 4,956 33,691 
May 9, 2023May 9, 2023May 31, 2023June 26, 20230.06765 14,183 3,884 27,515 May 9, 2023May 31, 2023June 26, 20230.06765 14,183 3,884 27,515 
May 9, 2023May 9, 2023June 30, 2023July 26, 20230.06765 14,804 3,894 28,323 May 9, 2023June 30, 2023July 26, 20230.06765 14,804 3,894 28,323 
May 9, 2023May 9, 2023July 31, 2023August 22, 20230.08765 20,574 5,252 38,233 
August 21, 2023August 21, 2023August 31, 2023September 26, 20230.07010 16,878 4,262 31,886 
August 21, 2023August 21, 2023September 30, 2023October 26, 20230.07010 17,637 4,358 33,085 
Total$0.67375 $144,741 $37,824 $272,657 
Total$0.44590 $89,652 $23,952 $169,453 
(1)Distributions per share are gross of shareholder servicing fees.


The following table presents cash distributions per share that were recorded during the following periods:

Declaration DateRecord DatePayment Date
Distribution Per Share(1)
Distribution Amount
($ in thousands, except per share amounts)Class SClass DClass I
November 2, 2021January 31, 2022February 23, 2022$0.05580 $3,798 $1,094 $6,348 
November 2, 2021February 28, 2022March 24, 20220.05580 4,593 1,367 7,312 
November 2, 2021March 31, 2022April 25, 20220.05580 5,334 1,673 8,860 
February 23, 2022April 30, 2022May 24, 20220.05580 6,147 1,767 10,893 
February 23, 2022May 31, 2022June 23, 20220.05580 6,896 2,003 12,307 
February 23, 2022June 30, 2022July 26, 20220.05580 7,613 2,110 13,541 
Total$0.33480 $34,381 $10,014 $59,261 
111

Blue Owl Credit Income Corp.
Notes to Consolidated Financial Statements - Continued
(Unaudited)
Declaration DateRecord DatePayment Date
Distribution Per Share(1)
Distribution Amount
($ in thousands, except per share amounts)Class SClass DClass I
November 2, 2021January 31, 2022February 23, 2022$0.05580 $3,798 $1,094 $6,348 
November 2, 2021February 28, 2022March 24, 20220.05580 4,593 1,367 7,312 
November 2, 2021March 31, 2022April 25, 20220.05580 5,334 1,673 8,860 
February 23, 2022April 30, 2022May 24, 20220.05580 6,147 1,767 10,893 
February 23, 2022May 31, 2022June 23, 20220.05580 6,896 2,003 12,307 
February 23, 2022June 30, 2022July 26, 20220.05580 7,613 2,110 13,541 
May 3, 2022July 31, 2022August 24, 20220.06038 8,877 2,445 15,923 
May 3, 2022August 31, 2022September 26, 20220.06038 9,247 2,505 16,982 
May 3, 2022September 30, 2022October 26, 20220.06643 10,779 2,902 19,803 
Total$0.52199 $63,284 $17,866 $111,969 
(1)Distributions per share are gross of shareholder servicing fees.

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. 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
106

Blue Owl Credit Income Corp.
Notes to Consolidated Financial Statements - Continued
(Unaudited)
such revenues and costs. Through JuneSeptember 30, 2023, pursuant to the Expense Support Agreement which was terminated by the Adviser on March 7, 2023, a portion of the Company’s distributions resulted from expense support from the Adviser which is subject to repayment by the Company within three years from the date of payment. The purpose of this arrangement was to avoid distributions being characterized as a return of capital for U.S. federal income tax purposes. Shareholders should understand that any such distribution is not based on the Company’s investment performance, and can only be sustained if the Company achieves positive investment performance in future periods and/or the Adviser continues to provide expense support. Shareholders should also understand that the Company’s future repayments of expense support will reduce the distributions that they would otherwise receive. There can be no assurance that the Company will achieve the performance necessary to sustain these distributions, or be able to pay distributions at all. 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 tables reflect the sources of cash distributions on a U.S. GAAP basis that the Company has declared on its shares of common stock during the following periods:
For the Six Months Ended June 30, 2023For the Nine Months Ended September 30, 2023
Source of Distribution(2)
Source of Distribution(2)
Per Share(1)
AmountPercentage
Source of Distribution(2)
Per Share(1)
AmountPercentage
($ in thousands, except per share amounts)($ in thousands, except per share amounts)($ in thousands, except per share amounts)
Net investment incomeNet investment income$0.44590 $283,057 100.0 %Net investment income$0.67375 $455,222 100.0 %
TotalTotal$0.44590 $283,057 100.0 %Total$0.67375 $455,222 100.0 %
(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, 2022
Source of Distribution(2)
Per Share(1)
AmountPercentage
($ in thousands, except per share amounts)
Net investment income$0.33480 $103,656 100.0 %
Total$0.33480 $103,656 100.0 %
112

Blue Owl Credit Income Corp.
Notes to Consolidated Financial Statements - Continued
(Unaudited)
For the Nine Months Ended September 30, 2022
Source of Distribution(2)
Per Share(1)
AmountPercentage
($ in thousands, except per share amounts)
Net investment income$0.52199 $193,119 100.0 %
Total$0.52199 $193,119 100.0 %
(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.

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. The Company has 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. Any periodic repurchase offers are subject in part to the Company’s available cash and compliance with the BDC and RIC qualification and diversification rules promulgated under the 1940 Act and the Code, respectively. While the Company intends to continue to conduct quarterly tender offers as described above, the Company is not required to do so and may suspend or terminate the share repurchase program at any time.
Offer DateClassTender Offer ExpirationTender OfferPurchase Price per ShareShares Repurchased
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 
February 28, 2023SMarch 31, 2023$21,643 $9.21 2,349,994 
107

Blue Owl Credit Income Corp.
Notes to Consolidated Financial Statements - Continued
(Unaudited)
Offer DateOffer DateClassTender Offer ExpirationTender OfferPurchase Price per ShareShares RepurchasedOffer DateClassTender Offer ExpirationTender OfferPurchase Price per ShareShares Repurchased
February 25, 2022February 25, 2022SMarch 31, 2022$6,001 $9.24 649,420
February 25, 2022February 25, 2022DMarch 31, 2022$304 $9.25 32,853
February 25, 2022February 25, 2022IMarch 31, 2022$16,978 $9.26 1,833,520
May 25, 2022May 25, 2022SJune 30, 2022$8,365 $8.84 946,284
May 25, 2022May 25, 2022DJune 30, 2022$1,110 $8.86 125,276 
May 25, 2022May 25, 2022IJune 30, 2022$18,414 $8.88 2,073,617 
August 25, 2022August 25, 2022SSeptember 30, 2022$8,769 $8.99 975,399 
August 25, 2022August 25, 2022DSeptember 30, 2022$1,132 $9.00 125,759 
August 25, 2022August 25, 2022ISeptember 30, 2022$33,853 $9.01 3,757,292 
February 28, 2023February 28, 2023SMarch 31, 2023$21,643 $9.21 2,349,994 
February 28, 2023February 28, 2023DMarch 31, 2023$3,453 $9.22 374,566 February 28, 2023DMarch 31, 2023$3,453 $9.22 374,566 
February 28, 2023February 28, 2023IMarch 31, 2023$68,024 $9.24 7,361,842 February 28, 2023IMarch 31, 2023$68,023 $9.24 7,361,842 
May 31, 2023May 31, 2023SJune 30, 2023$16,367 $9.28 1,763,641 May 31, 2023SJune 30, 2023$16,367 $9.28 1,763,641 
May 31, 2023May 31, 2023DJune 30, 2023$13,809 $9.29 1,486,423 May 31, 2023DJune 30, 2023$13,809 $9.29 1,486,423 
May 31, 2023May 31, 2023IJune 30, 2023$46,071 $9.31 4,948,651 May 31, 2023IJune 30, 2023$46,072 $9.31 4,948,651 
August 24, 2023August 24, 2023SSeptember 30, 2023$14,790 $9.40 1,573,405 
August 24, 2023August 24, 2023DSeptember 30, 2023$12,978 $9.41 1,379,185 
August 24, 2023August 24, 2023ISeptember 30, 2023$76,140 $9.43 8,074,185 


Note 9. Earnings Per Share

The following tables set forth the computation of basic and diluted earnings per common share for the following periods:

For the Three Months Ended June 30,
20232022
($ 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$68,006 $17,233 $117,916 $(36,762)$(8,956)$(54,008)
Weighted average shares of common stock outstanding—basic and diluted233,305,828 59,122,097 404,528,122 139,449,179 36,329,375 219,206,555 
Earnings (loss) per common share—basic and diluted$0.29 $0.29 $0.29 $(0.26)$(0.25)$(0.25)
113

Blue Owl Credit Income Corp.
Notes to Consolidated Financial Statements - Continued
(Unaudited)
For the Three Months Ended September 30,
20232022
($ 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$89,934 $21,281 $154,194 $51,124 $13,457 $88,290 
Weighted average shares of common stock outstanding—basic and diluted266,167,781 62,982,453 456,349,592 171,779,747 43,183,930 280,852,155 
Earnings (loss) per common share—basic and diluted$0.34 $0.34 $0.34 $0.30 $0.31 $0.31 

For the Six Months Ended June 30,For the Nine Months Ended September 30, 2023
2023202220232022
($ in thousands, except per share amounts)($ 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($ 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 operationsIncrease (decrease) in net assets resulting from operations$143,663 $36,023 $248,502 $(30,601)$(6,998)$(42,556)Increase (decrease) in net assets resulting from operations$233,584 $57,320 $402,694 $20,523 $6,459 $45,734 
Weighted average shares of common stock outstanding—basic and dilutedWeighted average shares of common stock outstanding—basic and diluted221,466,999 55,532,022 383,084,074 116,093,069 30,964,275 176,900,067 Weighted average shares of common stock outstanding—basic and diluted236,530,998 58,042,790 407,774,285 134,859,276 35,082,254 211,931,540 
Earnings (loss) per common share—basic and dilutedEarnings (loss) per common share—basic and diluted$0.65 $0.65 $0.65 $(0.26)$(0.23)$(0.24)Earnings (loss) per common share—basic and diluted$0.99 $0.99 $0.99 $0.15 $0.18 $0.22 

Note 10. Income Taxes

The Company has elected to be treated as a RIC under Subchapter M of the Code, and intends to operate in a manner so as to 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, 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 sixnine months ended JuneSeptember 30, 2023, the Company recorded U.S. federal excise tax expense of $1.4$1.0 million and $1.5$2.5 million, respectively. For the three and sixnine months ended JuneSeptember 30, 2022, the Company did not recordrecorded U.S. federal excise tax expense.
108

Blue Owl Credit Income Corp.
Notes to Consolidated Financial Statements - Continued
(Unaudited)
expense of approximately $4 thousand.

Taxable Subsidiaries

Certain of the Company's consolidated subsidiaries are subject to U.S. federal and state corporate-level income taxes. For the three and sixnine months ended JuneSeptember 30, 2023 the Company recorded a net tax benefit of approximately $1.2$1 thousand and $2.3$3 thousand for taxable subsidiaries. For the three and sixnine months ended JuneSeptember 30, 2022, the Company did not record a net-tax benefit (provision).

The Company recorded net deferred tax liabilityasset of $5.0$2 thousand as of JuneSeptember 30, 2023 for taxable subsidiaries, which is significantly related to GAAP to tax outside basis differences in the taxable subsidiaries' investment in certain partnership interests. The Company did not record a net deferred tax asset (liability) for tax subsidiaries as of December 31, 2022.



114

Blue Owl Credit Income Corp.
Notes to Consolidated Financial Statements - Continued
(Unaudited)
Note 11. Financial Highlights

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

For the Six Months Ended June 30,For the Nine Months Ended September 30,
2023202220232022
($ in thousands, except share and per share amounts)($ in thousands, except share and per share amounts)Class S common stockClass D common stockClass I common stockClass S common stockClass D common stockClass I common stock($ in thousands, except share and per share amounts)Class S common stockClass D common stockClass I common stockClass S common stockClass D common stockClass I common stock
Per share data:Per share data:Per share data:
Net asset value, at beginning of periodNet asset value, at beginning of period$9.06 $9.07 $9.08 $9.33 $9.33 $9.34 Net asset value, at beginning of period$9.06 $9.07 $9.08 $9.33 $9.33 $9.34 
Results of operations:Results of operations:Results of operations:
Net investment income (loss)(1)
Net investment income (loss)(1)
0.52 0.54 0.56 0.32 0.35 0.36 
Net investment income (loss)(1)
0.78 0.82 0.84 0.53 0.57 0.59 
Net realized and unrealized gain (loss)(2)
Net realized and unrealized gain (loss)(2)
0.11 0.11 0.12 (0.45)(0.46)(0.46)
Net realized and unrealized gain (loss)(2)
0.17 0.17 0.18 (0.35)(0.38)(0.40)
Net increase (decrease) in net assets resulting from operationsNet increase (decrease) in net assets resulting from operations$0.63 $0.65 $0.68 $(0.13)$(0.11)$(0.10)Net increase (decrease) in net assets resulting from operations$0.95 $0.99 $1.02 $0.18 $0.19 $0.19 
Shareholder distributions:Shareholder distributions:Shareholder distributions:
Distributions from net investment income(3)
Distributions from net investment income(3)
(0.41)(0.43)(0.45)(0.36)(0.36)(0.36)
Distributions from net investment income(3)
(0.61)(0.65)(0.67)(0.52)(0.52)(0.52)
Distributions from realized gains(3)
Distributions from realized gains(3)
— — — — — — 
Distributions from realized gains(3)
— — — — — — 
Distributions in excess of net investment income(3)
Distributions in excess of net investment income(3)
— — — — — — 
Distributions in excess of net investment income(3)
— — — — — — 
Net decrease in net assets from shareholders' distributionsNet decrease in net assets from shareholders' distributions$(0.41)$(0.43)$(0.45)$(0.36)$(0.36)$(0.36)Net decrease in net assets from shareholders' distributions$(0.61)$(0.65)$(0.67)$(0.52)$(0.52)$(0.52)
Total increase (decrease) in net assetsTotal increase (decrease) in net assets0.22 0.22 0.23 (0.49)(0.47)(0.46)Total increase (decrease) in net assets0.34 0.34 0.35 (0.34)(0.33)(0.33)
Net asset value, at end of periodNet asset value, at end of period$9.28 $9.29 $9.31 $8.84 $8.86 $8.88 Net asset value, at end of period$9.40 $9.41 $9.43 $8.99 $9.00 $9.01 
Total return(4)
Total return(4)
4.9 %5.3 %5.5 %(2.2 %)(1.6 %)(1.4)%
Total return(4)
8.6 %9.1 %9.4 %1.4 %1.9 %2.1 %
RatiosRatiosRatios
Ratio of net expenses to average net assets(5)(6)
Ratio of net expenses to average net assets(5)(6)
11.1 %10.6 %10.3 %6.9 %6.0 %6.1 %
Ratio of net expenses to average net assets(5)(6)
11.1 %10.6 %10.3 %8.2 %7.3 %7.4 %
Ratio of net investment income to average net assets(6)
Ratio of net investment income to average net assets(6)
11.6 %12.3 %12.5 %7.8 %8.1 %8.7 %
Ratio of net investment income to average net assets(6)
11.4 %12.1 %12.4 %8.5 %8.8 %9.4 %
Portfolio turnover ratePortfolio turnover rate1.3 %1.3 %1.3 %3.9 %3.9 %3.9 %Portfolio turnover rate3.7 %3.7 %3.7 %5.6 %5.6 %5.6 %
Supplemental DataSupplemental DataSupplemental Data
Weighted-average shares outstandingWeighted-average shares outstanding221,466,99955,532,022383,084,074116,093,06930,964,275176,900,067Weighted-average shares outstanding236,530,99858,042,790407,774,285134,859,27635,082,254211,931,540
Shares outstanding, end of periodShares outstanding, end of period241,935,91859,251,502418,671,705153,925,43139,130,477242,671,428Shares outstanding, end of period277,661,74963,961,682471,968,302179,513,91144,952,979298,101,538
Net assets, end of periodNet assets, end of period$2,245,301 $550,643 $3,897,613 $1,360,549 $346,803 $2,154,044 Net assets, end of period$2,610,435 $602,053 $4,449,480 $1,614,723 $404,527 $2,687,007 
(1)The per share data was derived using the weighted average shares outstanding during the period.
(2)The amount shown at this caption is the balancing amount derived from the other figures in the schedule. The amount shown at this caption for a share outstanding throughout the 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)The per share data was derived using actual shares outstanding at the date of the relevant transaction.
109

Blue Owl Credit Income Corp.
Notes to Consolidated Financial Statements - Continued
(Unaudited)
(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).
(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 sixnine months ended JuneSeptember 30, 2023, the total operating expenses to average net assets were 1.2%, 0.6% and 0.3%, 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. For the sixnine months ended JuneSeptember 30, 2022, the total operating expenses to average net assets were 7.6%8.5%, 6.7%7.6% and 6.7%7.7%, 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. 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.

115

Blue Owl Credit Income Corp.
Notes to Consolidated Financial Statements - Continued
(Unaudited)
Note 12. Subsequent Events

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

Articles ofRevolving Credit Facility Amendment

Blue Owl Credit Income Corp. was formerly known as “Owl Rock Core Income Corp." On June 22,November 2, 2023, the Company filed Articlesentered into the First Amendment to the Revolving Credit Facility (the “First Amendment”), which amends the Revolving Credit Facility. The parties to the First Amendment include the Company, as Borrower, the subsidiary guarantors party thereto solely with respect to Section 6.9 therein, the lenders party thereto and Sumitomo Mitsui Banking Corporation, as Administrative Agent. The First Amendment, among other things, (i) solely with respect to the commitments of Amendment inextending lenders, extends the staterevolver availability period from August 2026 to November 2027, (ii) solely with respect to the commitments of Marylandextending lenders, extends the scheduled maturity date from August 2027 to formally changeNovember 2028, (iii) converts a portion of the Company’s nameexisting revolver availability into term loan availability, (iv) increases the total facility amount from $1.845 billion to “Blue Owl Credit Income Corp. ” The Company’s new name took effect on July 6, 2023.$1.895 billion, (v) increases the accordion provision to permit increases to a total facility amount of up to $2.843 billion, and (vi) reduces the credit adjustment spread for Term Benchmark Loans from 0.10% for one-month tenor Loans, 0.15% for three-month tenor Loans and 0.25% for six-month tenor Loans to 0.10% for all Loan tenors.

June 2028 NotesAmended and Restated Bylaws

On July 14,November 6, 2023, the Company issued an additional $150 million aggregate principal amountBoard approved Amended and Restated Bylaws (the “Third Amended and Restated Bylaws”), to be effective as of its June 2028 Notes in a private placement in reliance on Section 4(a)(2)November 6, 2023. The Third Amended and Restated Bylaws clarify that the exclusive forum provisions do not apply to claims arising under state law. All 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 June 2028 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.

CLO XII

On July 18, 2023, the Company completed a $396.5 million term debt securitization transaction (the “CLO XII Transaction”), also known as a collateralized loan obligation transaction, which is a formother provisions of secured financing incurred by the Company. The secured notes and preferred shares issued in the CLO XII Transaction and the secured loan borrowed in the CLO XII Transaction were issued and incurred, as applicable, by the Company’s consolidated subsidiary Owl Rock CLO XII, LLC, a limited liability organized under the laws of the State of Delaware (the “CLO XII Issuer”)bylaws shall remain in full force and are backed by a portfolio of collateral obligations consisting of middle market loans and participation interests in middle market loans as well as by other assets of the CLO XII Issuer.effect.

Equity Raise

As of August 10,November 9, 2023, the Company haswe have issued 256,463,360293,846,783 shares of its Class S common stock, 61,343,20467,125,461 shares of its Class D common stock, and 449,648,397511,358,549 shares of its Class I common stock and hashave raised total gross proceeds of $2.4$2.7 billion, $0.6 billion, and $4.1$4.7 billion, respectively, including seed capital of $1,000 contributed by itsour Adviser in September 2020 and approximately $25.0 million in gross proceeds raised from Feeder FIC Equity. In addition, the Company haswe received $275.6$427.0 million in subscription payments which the Companywe accepted on August 3,November 1, 2023 and which is pending the Company'sour determination of the net asset value per share applicable to such purchase.

Commencement of Exchange Offer

On July 24, 2023, the Company commenced an offer to exchange the September 2027 Notes for newly issued registered notes with substantially similar terms.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

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

Blue Owl Credit Income Corp. (f/k/a 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 Blue Owl Credit Advisors LLC (f/k/a Owl Rock Capital Advisors LLC) (the “Adviser”) which is responsible for sourcing potential investments, conducting due diligence on prospective investments, analyzing investment opportunities, structuring investments and monitoring our portfolio on an ongoing basis. The Adviser is registered as an investment adviser with the Securities and Exchange Commission (“SEC”). We have elected to be treated as a RIC under Subchapter M of the Code, and we intend to operate in a manner so as to qualify for the tax treatment applicable to RICs. On October 23, 2020, we formed a wholly-owned subsidiary, OR Lending IC LLC, a Delaware limited liability 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 affiliate of Blue Owl Capital Inc. (“Blue Owl”) (NYSE: OWL) and part of Blue Owl's Credit platform ("Credit"), which focuses 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.

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. 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 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, and 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. 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 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 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. Currently, the purchase price per share for each class of common stock varies, 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. We also engage in private placements of our common stock.

Since meeting the minimum offering requirement and commencing our continuous public offering through JuneSeptember 30, 2023, we have issued 244,886,936279,894,130 shares of Class S common stock, 59,492,16364,917,136 shares of Class D common stock, and 433,343,601490,445,875 shares of Class I common stock for gross proceeds of $2.3$2.6 billion, $0.5$0.6 billion, and $4.0$4.5 billion, respectively, including $1,000 of seed capital contributed by our Adviser in September 2020, approximately $25.0 million in gross proceeds raised in the private placement from Feeder FIC Equity, and 18,470,18821,954,224 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 $0.2 billion. The shares purchased by the Adviser and
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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 Blue Owl Capital Corporation and Blue Owl Capital Corporation II.

Blue Owl consists of three divisions: (1) Credit, which focuses on direct lending, (2) GP Strategic Capital, which focuses on providing capital to institutional alternative asset managers and (3) Real Estate, which focuses on real estate strategies. Blue Owl's Credit platform is comprised of the Adviser, Blue Owl Technology Credit Advisors LLC (“OTCA”), Blue Owl Technology Credit Advisors II LLC ("OTCA II”), Blue Owl Credit Private Fund Advisors LLC (“OPFA”) and Blue Owl Diversified Credit Advisors LLC (“ODCA” and together with the Adviser, OTCA, OTCA II, and OPFA, the “Blue Owl Credit Advisers”), which also are registered investment advisers. As of JuneSeptember 30, 2023, the Adviser and its affiliates had $73.8$79.5 billion of assets under management across the Blue Owl Credit platform.

The management of our investment portfolio is the responsibility of the Adviser and the Diversified Lending Investment Committee. We consider these individuals to be our portfolio managers. The Investment Team, is led by Douglas I. Ostrover, Marc S. Lipschultz and Craig W. Packer and is supported by certain members of the Adviser's senior executive team and the Diversified Lending Investment Committee. The Investment Team, under the Diversified Lending Investment Committee's supervision, sources investment opportunities, conducts research, performs due diligence on potential investments, structures our investments and will monitor our portfolio companies on an ongoing basis. The Diversified Lending Investment Committee is comprised of Douglas I. Ostrover, Marc S. Lipschultz, Craig W. Packer, Alexis Maged, and Jeff Walwyn. Walwyn and, effective December 1, 2023, includes Patrick Linnemann, Meenal Mehta and Logan Nicholson. See “Item 5. — Other Information”.

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

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(as amended, the "Order") that has been granted to our Adviser and its affiliates by the SEC to permit us to co-invest with other funds managed by our Adviser or certain affiliates in a manner consistent with our investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors. Pursuant to the Order, we generally are permitted to co-invest with certain of our affiliates if a “required majority” (as defined in Section 57(o) of the 1940 Act) of our independent directors make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the transactions, including the consideration to be paid, are reasonable and fair to us and our shareholders and do not involve overreaching by us or our shareholders on the part of any person concerned, (2) the transaction is consistent with the interests of our shareholders and is consistent with our investment objective and strategies, (3) the investment by our affiliates would not disadvantage us, and our participation would not be on a basis different from or less advantageous than that on which our affiliates are investing, and (4) the proposed investment by us would not benefit our Adviser or its affiliates or any affiliated person of any of them (other than the parties to the transaction), except to the extent permitted by the Order and applicable law, including the limitations set forth in Section 57(k) of the 1940 Act. In addition, we have received an amendment to our order to permitthe Order permits us to invest in follow-on investments in our existing portfolio companies with certain affiliates that are private funds if such private funds did not have an investment in such existing portfolio company. The Blue Owl Credit Advisers` investment allocation policy seeks to ensure equitable allocation of investment opportunities between us and/or other funds managed by our Adviser or its affiliates. As a result of the Order, there could be significant overlap in our investment portfolio and the investment portfolio of other funds managed by the Adviser or its affiliates that could avail themselves of exemptive relief and that have an investment objective similar to ours.
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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.

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 JuneSeptember 30, 2023, our Adviser and its affiliates have originated $78.0$82.5 billion aggregate principal amount of investments, of which $74.4$78.8 billion aggregate principal amount of investments prior to any subsequent exits or repayments, was retained by either us or a corporation or fund advised by our Adviser or its affiliates. We seek to participate in transactions sponsored by what we believe to be high-quality private equity and venture capital firms capable of providing both operational and financial resources. We seek to generate current income primarily in U.S. upper middle market companies, both sponsored and non-sponsored, through direct originations of senior secured loans or originations of unsecured loans, subordinated loans or mezzanine loans, broadly syndicated loans and, to a lesser extent, investments in equity-related securities including warrants, preferred stock and similar forms of senior equity. OurExcept for our specialty financing portfolio investments, our equity investments are typically not control-oriented investments and we may structure such equity investments to include provisions protecting our rights as a minority-interest holder. We intend, under normal circumstances, to invest directly, or indirectly through our investments in Blue Owl Credit Income Senior Loan Fund (f/k/a ORCIC Senior Loan Fund) (“OCIC SLF”) or any similarly situated companies, at least 80% of the value of our total assets in credit investments. We define “credit” to mean debt investments made in exchange for regular interest payments.

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

We expect that generally our portfolio composition will be majority debt or income producing securities, which may include “covenant-lite” loans (as defined below), with a lesser allocation to equity or equity-linked opportunities, including publicly traded debt instruments, which we may hold directly or through special purposes vehicles. 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 and broadly syndicated loans, which will not be our primary focus, but will be intended to enhance returns to our shareholders and from time to time, we may evaluate and enter into strategic portfolio transactions which may result in additional portfolio companies which we are considered to control. These investments may include high-yield bonds and broadly-syndicated loans, including publicly traded debt instruments, which are typically originated and structured by banks on behalf of large corporate borrowers with employee counts, revenues, EBITDAs and enterprise values larger than those of middle market companies, and equity investments in portfolio companies that make senior secured loan or invest in broadly syndicated loans or structured products, such as life settlements and royalty interests. Our portfolio composition may fluctuate from time to time based on market conditions and interest rates. We generally intend to investment in companies with low loan to value ratios, which we consider to be 50% or lower.

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

We target portfolio companies where we can structure larger transactions that comprise 1-2% of our portfolio (with no individual portfolio company generally expected to comprise greater than 5% of our portfolio). As of JuneSeptember 30, 2023, our average investment size in each of our portfolio companies was approximately $54.1$55.0 million based on fair value. As of JuneSeptember 30, 2023, excluding the
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investment in OCIC SLF and certain investments that fall outside our typical borrower profile, our portfolio companies
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representing 85.3%85.4% of our total debt portfolio based on fair value, had weighted average annual revenue of $939.0$979.5 million, weighted average annual EBITDA of $215.8$233.5 million, and an average interest coverage of 2.1x.1.9x and an average net loan-to-value of 39.2%.

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


Key Components of Our Results of Operations

Investments

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

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

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

Revenues

We generate revenues primarily in the form of interest income from the investments we hold. In addition, we may generate income from dividends on either direct equity investments or equity interests obtained in connection with originating loans, such as options, warrants or conversion rights. Our debt investments typically have a term of three to ten years. As of JuneSeptember 30, 2023, 99.1%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 SOFR LIBOR, 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 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.
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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.

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

expenses deemed to be “organization and offering expenses” for purposes of Conduct Rule 2310(a)(12) of Financial Industry Regulatory Authority (exclusive of commissions, the dealer manager fee, any discounts and other similar expenses paid by investors at the time of sale of our stock);
the cost of corporate and organizational expenses relating to offerings of shares of our common stock;
the cost of calculating our net asset value, including the cost of any third-party valuation services;
the cost of effecting any sales and repurchases of our common stock and other securities;
fees and expenses payable under any dealer manager agreements, if any;
debt service and other costs of borrowings or other financing arrangements;
costs of hedging;
expenses, including travel expense, incurred by the Adviser, or members of the investment team, or payable to third parties, performing due diligence on prospective portfolio companies and, if necessary, enforcing our rights;
escrow agent, transfer agent and custodial fees and expenses;
fees and expenses associated with marketing efforts;
federal and state registration fees, any stock exchange listing fees and fees payable to rating agencies;
federal, state and local taxes;
independent directors’ fees and expenses, including certain travel expenses;
costs of preparing financial statements and maintaining books and records and filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, including registration fees, listing fees and licenses, and the compensation of professionals responsible for the preparation of the foregoing;
the costs of any reports, proxy statements or other notices to our shareholders (including printing and mailing costs);
the costs of any shareholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters;
commissions and other compensation payable to brokers or dealers;
research and market data;
fidelity bond, directors’ and officers’ errors and omissions liability insurance and other insurance premiums;
direct costs and expenses of administration, including printing, mailing, long distance telephone and staff;
fees and expenses associated with independent audits, outside legal and consulting costs;
costs of winding up;
costs incurred in connection with the formation or maintenance of entities or vehicles to hold our assets for tax or other purposes;
extraordinary expenses (such as litigation or indemnification); and
costs associated with reporting and compliance obligations under the 1940 Act and applicable federal and state securities laws.

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

Expense Support and Conditional Reimbursement Agreement

On September 30, 2020, we entered into an Expense Support and Conditional Reimbursement Agreement (the “Expense Support Agreement”) with the Adviser, the purpose of which was to ensure that no portion of our distributions to shareholders represented a
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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 and was terminated by the Adviser on March 7, 2023.

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

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

The Adviser’s obligation to make Expense Payments under the Expense Support Agreement automatically became a liability of the Adviser and the right to such Expense Payment was an asset of ours on the last business day of the applicable quarter. The Expense Payment for any quarter was 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 are required to pay such Excess Operating Funds, or a portion thereof, in accordance with the stipulations below, as applicable, to the Adviser, until such time as all Expense Payments made by the Adviser to us within three years prior to the last business day of such quarter have been reimbursed. Any payments required to be made by us are referred to as a “Reimbursement Payment”.

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

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

The specific amount of expenses reimbursed by the Adviser, if any, will be determined at the end of each quarter. We or the Adviser will be able to terminate the Expense Support Agreement at any time, with or without notice. The Expense Support Agreement will automatically terminate in the event of (a) the termination of the Investment Advisory Agreement, or (b) a determination by our Board to dissolve or liquidate the Company. Upon termination of the Expense Support Agreement, we will be required to fund any Expense Payments that have not been reimbursed by us to the Adviser. As of JuneSeptember 30, 2023, the amount of Expense Support payments provided by our Adviser since inception is $9.4 million.

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Our obligation to make Reimbursement Payments, subject to the conditions above, survives the termination of the Expense Support Agreement. There are no Reimbursement Payments conditionally due from the Company to the Adviser.

Fee Waivers

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

Leverage

The amount of leverage we use in any period depends on a variety of factors, including cash available for investing, the cost of financing and general economic and market conditions. On September 30, 2020, we received shareholder approval that allowed 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. The middle market is a large addressable market. According to GE Capital’s National Center for the Middle Market mid-year 2022 Middle Market Indicator, there are approximately 200,000 U.S. middle market companies, which have approximately 48 million aggregate employees. Moreover, the U.S. middle market accounts for one-third of private sector gross domestic product (“GDP”). GE defines U.S. middle market companies as those between $10 million and $1 billion in annual revenue, which we believe has significant overlap with our definition of U.S. middle market companies. We believe U.S. middle market companies will continue to require access to debt capital to refinance existing debt, support growth and finance acquisitions. We believe that regulatory and structural factors, industry consolidation and general risk aversion, limit the amount of traditional financing available to U.S. middle market companies. We believe that many commercial and investment banks have, in recent years, de-emphasized their service and product offerings to middle market businesses in favor of lending to large corporate clients and managing capital markets transactions. In addition, these lenders may be constrained in their ability to underwrite and hold bank loans and high yield securities for middle market issuers as they seek to meet existing and future regulatory capital requirements. We also believe that there are a lack of market participants that are willing to hold meaningful amounts of certain middle market loans. As a result, we believe our ability to minimize syndication risk for a company seeking financing by being able to hold its loans without having to syndicate them, coupled with reduced capacity of traditional lenders to serve the middle market, present an attractive opportunity to invest in middle market companies.

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

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

Robust DemandSecular Trends Supporting Growth for Debt Capital.Private Credit. The middle market is a large addressable market. According to GE Capital’s National Center for the Middle Market mid-year 2022 Middle Market Indicator, there are approximately 200,000 U.S. middle market companies, which have approximately 48 million aggregate employees. Moreover, the U.S. middle market accounts for one-third of private sector gross domestic product (“GDP”). GE defines U.S. middle market companies as those between $10 million and $1 billion in annual revenue, which we believe has significant overlap with our definition of U.S. middle market companies. We believe U.S. middle market companies will continue to require access to debt capital to refinance existing debt, support growth and finance acquisitions. We believe that periods of market volatility, current period of market volatility caused, in par, by elevated inflation, rising interest rates, and current geopolitical conditions, have accentuated the advantages of private credit. The availability of capital in the liquid credit market is highly sensitive to market conditions whereas we believe private lending has proven to be a stable and reliable source of capital through periods of volatility. We believe the opportunity set for private credit will continue to expand even after the public markets reopen to normal levels. Financial sponsors and companies today are familiar with direct lending and have seen firsthand the strong value proposition that a private solution can offer. Scale, certainty of execution and flexibility all provide borrowers with a compelling alternative to the syndicated and high yield markets. Based on our experience, there is an emerging trend where higher quality credits that have traditionally been issuers in the syndicated and high yield markets are increasingly seeking private solutions independent of credit market conditions. In addition, weour view, this is supported by financial sponsors wanting to work with collaborative financing partners that have scale and breadth of capabilities. We believe the large amount of uninvested capital held by funds of private equity firms broadly, estimated by Preqin Ltd., an alternative assets industry data and research company, to be $2.6 trillion as of 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.

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.

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

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


Portfolio and Investment Activity

As of JuneSeptember 30, 2023, based on fair value, our portfolio consisted of 80.2%81.2% first lien senior secured debt investments (of which 51.7%47.5% we consider to be unitranche debt investments (including "last-out" portions of such loans)), 8.8%8.0% second-lien senior secured debt investments, 1.7%1.6% unsecured debt investments, 1.7%1.8% joint ventures, 5.0%4.6% preferred equity investments, and 2.6%2.8% common equity investments.

As of JuneSeptember 30, 2023, our weighted average total yield of the portfolio at fair value and amortized cost was 11.4%11.5% and 11.4%11.6%, respectively, and our weighted average yield of accruing debt and income producing securities at fair value and amortized cost was 11.6%11.8% and 11.6%11.8%, respectively.respectively(1). As of September 30, 2023, the weighted average spread of total debt investments was 6.0%.

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


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As of JuneSeptember 30, 2023 we had investments in 242261 portfolio companies with an aggregate fair value of $13.1$14.4 billion. As of JuneSeptember 30, 2023, we had net leverage of 0.94x0.87x debt-to-equity and we target net leverage of 0.90x-1.25x debt-to-equity.

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We expect the pace of our originations to vary with the pace of repayments and the pace at which we raise funds in our public and private offerings. In periods with lower repayment volume, the pace of our originations is expected to slow. Currently, risinguncertainty around the pace of inflation growth, in conjunction with elevated interest rates reduced refinancing activity and market uncertainty has ledslowing global gross domestic product growth continue to a decline inweigh on merger and acquisitions activity, whichthough activity has picked up from earlier in turn has led to moderate repaymentsthe year. We have seen more new deal opportunities from refinancings, add-on acquisitions and originationsbuyout activity over the quarter. In addition, althoughquarter; however, because we have continued to raise funds in our public and private offerings, the pace of our originations remains slow,is strong and the credit quality of our portfolio has been consistent. We continue to focus on investing in recession resistant industries that we are familiar with, including service oriented sectors such as software, insurance, food and beverage and healthcare, and on additional financings to our existing borrowers. TheBlue Owl serves as the administrative agent on many of our investments and the majority of our investments are supported by sophisticated financial sponsors who provide operational and financial resources. In addition, the current lending environment is favorable to direct lenders, which gives us the ability to structure the terms and spreads of such deals to include wider spreads, lower loan to values, extended call protection, attractive leverage profiles and credit protections. We are continuing to monitor the effect that market volatility, including as a result of an elevated interest rate environment may have on our portfolio companies and our investment activities.

We also continue to invest in specialty financing portfolio companies, including OCIC SLF, Fifth Season Investment LLC ("Fifth Season"), LSI Financing DAC 1 ("LSI Financing"), and AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC and AAM Series2.1 Aviation Feeder, LLC (collectively, "Amergin AssetCo") and have seen a meaningful increase in the value of some of these strategic equity positions. These companies may use our capital to support acquisitions which could continue to lead to increased dividend income across well-diversified underlying portfolios. See "Specialty Financing Portfolio Companies."

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

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

Our investment activity for the following periods are presented below (information presented herein is at par value unless otherwise indicated).
For the Three Months Ended June 30,For the Three Months Ended September 30,
($ in thousands)($ in thousands)20232022($ in thousands)20232022
New investment commitmentsNew investment commitmentsNew investment commitments
Gross originationsGross originations$1,790,416 $3,851,121 Gross originations$1,827,171 $1,746,640 
Less: Sell downsLess: Sell downs(32,549)(227,924)Less: Sell downs(19,944)— 
Total new investment commitmentsTotal new investment commitments$1,757,867 $3,623,197 Total new investment commitments$1,807,227 $1,746,640 
Principal amount of investments funded:Principal amount of investments funded:Principal amount of investments funded:
First-lien senior secured debt investmentsFirst-lien senior secured debt investments$1,425,032 $2,290,127 First-lien senior secured debt investments$1,491,719 $1,279,619 
Second-lien senior secured debt investmentsSecond-lien senior secured debt investments— 218,526 Second-lien senior secured debt investments35,000 93,250 
Unsecured debt investments— 63,865 
Joint venturesJoint ventures40,250 — Joint ventures35,000 — 
Preferred equity investmentsPreferred equity investments35,019 166,062 Preferred equity investments— 51,493 
Common equity investmentsCommon equity investments15,875 31,034 Common equity investments37,266 21,859 
Total principal amount of investments fundedTotal principal amount of investments funded$1,516,176 $2,769,614 Total principal amount of investments funded$1,598,985 $1,446,221 
Principal amount of investments sold or repaid:Principal amount of investments sold or repaid:Principal amount of investments sold or repaid:
First-lien senior secured debt investmentsFirst-lien senior secured debt investments$(131,376)$(76,030)First-lien senior secured debt investments$(251,695)$(173,079)
Second-lien senior secured debt investmentsSecond-lien senior secured debt investments— — Second-lien senior secured debt investments(60,539)— 
Unsecured debt investments— — 
Joint ventures— — 
Preferred equity investmentsPreferred equity investments(2,994)— Preferred equity investments(11,584)— 
Total principal amount of investments sold or repaidTotal principal amount of investments sold or repaid$(323,818)$(173,079)
Number of new investment commitments in new portfolio companies(1)
Number of new investment commitments in new portfolio companies(1)
23 25 
Average new investment commitment amount in new portfolio companiesAverage new investment commitment amount in new portfolio companies31,950 67,122 
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For the Three Months Ended June 30,For the Three Months Ended September 30,
($ in thousands)($ in thousands)20232022($ in thousands)20232022
Common equity investments(195)— 
Total principal amount of investments sold or repaid$(134,565)$(76,030)
Number of new investment commitments in new portfolio companies(1)
22 51 
Average new investment commitment amount in new portfolio companies63,782 42,146 
Weighted average term for new investment commitments (in years)Weighted average term for new investment commitments (in years)5.1 5.2 Weighted average term for new investment commitments (in years)5.5 6.1 
Percentage of new debt investment commitments at floating ratesPercentage of new debt investment commitments at floating rates100.0 %99.1 %Percentage of new debt investment commitments at floating rates97.9 %99.6 %
Percentage of new debt investment commitments at fixed ratesPercentage of new debt investment commitments at fixed rates— %0.9 %Percentage of new debt investment commitments at fixed rates2.1 %0.4 %
Weighted average interest rate of new debt investment commitments(2)(3)
Weighted average interest rate of new debt investment commitments(2)(3)
11.4 %7.8 %
Weighted average interest rate of new debt investment commitments(2)(3)
11.2 %9.6 %
Weighted average spread over applicable base rate of new floating rate debt investment commitmentsWeighted average spread over applicable base rate of new floating rate debt investment commitments6.2 %5.7 %Weighted average spread over applicable base rate of new floating rate debt investment commitments5.8 %6.0 %
(1)Number of new investment commitments represents commitments to a particular portfolio company.
(2)For the three months ended JuneSeptember 30, 2023, assumes each floating rate commitment is subject to the greater of the interest rate floor (if applicable) or 3-month SOFR, which was 5.27%5.40% as of JuneSeptember 30, 2023.
(3)For the three months ended JuneSeptember 30, 2022, assumes each floating rate commitment is subject to the greater of the interest rate floor (if applicable) or 3-month LIBORSOFR which was 2.12%3.59% as of JuneSeptember 30, 2022.

Investments at fair value and amortized cost consisted of the below as of the following periods:

June 30, 2023December 31, 2022September 30, 2023December 31, 2022
($ in thousands)($ in thousands)Amortized CostFair ValueAmortized CostFair Value($ in thousands)Amortized CostFair ValueAmortized CostFair Value
First-lien senior secured debt investments(1)First-lien senior secured debt investments(1)$10,508,752 $10,510,930 (4)$8,499,854 $8,448,540 (5)First-lien senior secured debt investments(1)$11,650,727 $11,669,133 (6)$8,499,854 $8,448,540 (7)
Second-lien senior secured debt investmentsSecond-lien senior secured debt investments1,207,682 1,156,422 1,203,388 1,142,862 Second-lien senior secured debt investments1,180,700 1,148,915 1,203,388 1,142,862 
Unsecured debt investmentsUnsecured debt investments231,273 227,659 221,564 211,328 Unsecured debt investments236,028 229,581 221,564 211,328 
Preferred equity investments(1)(2)
Preferred equity investments(1)(2)
661,110 652,907 510,033 500,023 
Preferred equity investments(1)(2)
661,628 657,408 510,033 500,023 
Common equity investments(2)(3)
Common equity investments(2)(3)
301,207 325,496 248,176 264,437 
Common equity investments(2)(3)
368,111 397,471 248,176 264,437 
Joint ventures(3)(5)
Joint ventures(3)(5)
222,933 226,230 141,777 140,394 
Joint ventures(3)(5)
257,933 264,772 141,777 140,394 
Total InvestmentsTotal Investments$13,132,957 $13,099,644 $10,824,792 $10,707,584 Total Investments$14,355,127 $14,367,280 $10,824,792 $10,707,584 
(1)Includes debt investment in Amergin AssetCo.
(2)Includes equity investment in LSI Financing.
(2)(3)Includes investmentsequity investment in Amergin AssetCo and Fifth Season.
(3)(4)Includes investmentsequity investment in OCIC SLF.
(4)(5)51.7%This was disclosed as “Investment funds and vehicles” as of December 31, 2022.
(6)47.5% of which we consider unitranche loans.
(5)(7)55.4% of which we consider unitranche loans.


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

June 30, 2023December 31, 2022September 30, 2023December 31, 2022
Advertising and mediaAdvertising and media2.3 %2.8 %Advertising and media2.2 %2.8 %
Aerospace and defenseAerospace and defense0.3 0.4 Aerospace and defense0.4 0.4 
Asset based lending and fund finance(1)
Asset based lending and fund finance(1)
1.2 1.2 
Asset based lending and fund finance(1)
1.6 1.2 
AutomotiveAutomotive1.1 1.4 Automotive1.1 1.4 
Buildings and real estateBuildings and real estate4.1 4.0 Buildings and real estate3.8 4.0 
Business servicesBusiness services6.6 7.3 Business services6.6 7.3 
ChemicalsChemicals1.6 1.7 Chemicals1.3 1.7 
Consumer productsConsumer products2.6 2.4 Consumer products2.3 2.4 
Containers and packagingContainers and packaging3.3 3.6 Containers and packaging3.1 3.6 
DistributionDistribution2.5 2.3 Distribution2.3 2.3 
EducationEducation1.2 1.4 Education0.9 1.4 
Energy equipment and servicesEnergy equipment and services— 0.1 Energy equipment and services— 0.1 
Financial servicesFinancial services3.9 2.6 
Food and beverageFood and beverage4.5 5.8 
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June 30, 2023December 31, 2022September 30, 2023December 31, 2022
Financial services1.9 2.6 
Food and beverage4.8 5.8 
Healthcare equipment and servicesHealthcare equipment and services3.9 3.9 Healthcare equipment and services4.7 3.9 
Healthcare providers and servicesHealthcare providers and services13.1 14.4 Healthcare providers and services12.2 14.4 
Healthcare technologyHealthcare technology4.9 5.2 Healthcare technology4.6 5.2 
Household productsHousehold products2.3 2.4 Household products2.1 2.4 
Human resource support servicesHuman resource support services0.9 1.1 Human resource support services1.0 1.1 
Infrastructure and environmental servicesInfrastructure and environmental services1.3 0.9 Infrastructure and environmental services1.9 0.9 
Insurance(2)
Insurance(2)
10.0 9.7 
Insurance(2)
10.4 9.7 
Internet software and servicesInternet software and services13.4 13.6 Internet software and services12.8 13.6 
Joint ventures(3)
1.7 1.3 
Joint ventures(3)(5)
Joint ventures(3)(5)
1.8 1.3 
Leisure and entertainmentLeisure and entertainment1.1 1.2 Leisure and entertainment1.0 1.2 
ManufacturingManufacturing5.0 3.0 Manufacturing4.9 3.0 
Pharmaceuticals(4)
Pharmaceuticals(4)
0.6 — 
Pharmaceuticals(4)
0.5 — 
Professional servicesProfessional services4.7 2.8 Professional services4.5 2.8 
Specialty retailSpecialty retail2.5 3.2 Specialty retail2.2 3.2 
TelecommunicationsTelecommunications0.1 — Telecommunications0.5 — 
TransportationTransportation1.0 0.3 Transportation0.9 0.3 
TotalTotal100.0 %100.0 %Total100.0 %100.0 %
(1)Includes equity investment in Amergin AssetCo.
(2)Includes equity investment in Fifth Season.
(3)Includes equity investment in OCIC SLF.
(4)Includes equity investment in LSI Financing.
(5)This was disclosed as “Investment funds and vehicles” as of December 31, 2022.

The table below describes investments by geographic composition based on fair value as of the following periods:
June 30, 2023December 31, 2022September 30, 2023December 31, 2022
United States:United States:United States:
MidwestMidwest19.1 %20.4 %Midwest20.3 %20.4 %
NortheastNortheast18.6 20.0 Northeast18.6 20.0 
SouthSouth34.7 29.7 South34.1 29.7 
WestWest18.8 20.7 West17.4 20.7 
InternationalInternational8.8 9.2 International9.6 9.2 
TotalTotal100.0 %100.0 %Total100.0 %100.0 %


The table below describes the weighted average yields and interest rates of our investments at fair value as of the following periods:
June 30, 2023December 31, 2022September 30, 2023December 31, 2022
Weighted average total yield of portfolio(1)
Weighted average total yield of portfolio(1)
11.4 %10.6 %
Weighted average total yield of portfolio(1)
11.5 %10.6 %
Weighted average total yield of debt and income producing securities(1)
Weighted average total yield of debt and income producing securities(1)
11.6 %10.9 %
Weighted average total yield of debt and income producing securities(1)
11.8 %10.9 %
Weighted average interest rate of debt securitiesWeighted average interest rate of debt securities11.1 %10.2 %Weighted average interest rate of debt securities11.3 %10.2 %
Weighted average spread over base rate of all floating rate investmentsWeighted average spread over base rate of all floating rate investments6.0 %5.9 %Weighted average spread over base rate of all floating rate investments6.0 %5.9 %
______________
(1)For non-stated rate income producing investments, computed based on (a) the dividend or interest income earned for the respective trailing twelve months ended on the measurement date, divided by (b) the ending fair value. In instances where historical dividend or interest income data is not available or not representative for the trailing twelve months ended, the dividend or interest income is annualized.annualized.

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

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

assessment of success of the portfolio company in adhering to its business plan and compliance with covenants;
periodic and regular contact with portfolio company management and, if appropriate, the financial or strategic sponsor, to discuss financial position, requirements and accomplishments;
comparisons to other companies in the portfolio company’s industry; and
review of monthly or quarterly financial statements and financial projections for portfolio companies.

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

Investment RatingDescription    
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;
2Investments 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;
3Investments rated 3 involve a borrower performing below expectations and indicates that the loan’s risk has increased somewhat since origination or acquisition;
4Investments 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
5Investments rated 5 involve a borrower performing substantially below expectations and indicates that the loan’s risk has increased substantially since origination or acquisition. Most or all of the debt covenants are out of compliance and payments are substantially delinquent. Loans rated 5 are not anticipated to be repaid in full and we will reduce the fair market value of the loan to the amount we anticipate will be recovered.

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

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

The Adviser focuses on downside protection by leveraging existing rights available under our credit documents; however, for investments that are significantly underperforming or which may need to be restructured, the Adviser’s workout team partners with the investment team and all material amendments, waivers and restructurings require the approval of a majority of the Diversified Lending Investment Committee. Since inception, only 1 of our investments has been placed on non-accrual status.

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

June 30, 2023December 31, 2022September 30, 2023December 31, 2022
Investment RatingInvestment RatingFair ValuePercentageFair ValuePercentageInvestment RatingFair ValuePercentageFair ValuePercentage
($ in thousands)($ in thousands)($ in thousands)
11$394,429 3.0 %$239,458 2.2 %1$588,928 4.1 %$239,458 2.2 %
2212,341,233 94.2 10,335,440 96.6 213,393,268 93.2 10,335,440 96.6 
33357,462 2.7 127,472 1.2 3379,378 2.6 127,472 1.2 
446,520 0.1 — — 45,706 0.1 — — 
55— — 5,214 — 5— — 5,214 — 
TotalTotal$13,099,644 100.0 %$10,707,584 100.0 %Total$14,367,280 100.0 %$10,707,584 100.0 %

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

June 30, 2023December 31, 2022September 30, 2023December 31, 2022
($ in thousands)($ in thousands)Amortized CostPercentageAmortized CostPercentage($ in thousands)Amortized CostPercentageAmortized CostPercentage
PerformingPerforming$11,943,856 100.0 %$9,914,939 99.9 %Performing$13,063,603 100.0 %$9,914,939 99.9 %
Non-accrualNon-accrual3,851 — 9,867 0.1 Non-accrual3,852 — 9,867 0.1 
TotalTotal$11,947,707 100.0 %$9,924,806 100.0 %Total$13,067,455 100.0 %$9,924,806 100.0 %

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

Specialty Financing Portfolio Companies

Amergin

Amergin was created to invest in a leasing platform focused on railcar and aviation assets. Amergin consists of Amergin AssetCo and Amergin Asset Management LLC, which has entered into a Servicing Agreement with Amergin AssetCo. We made a $90.0 million equity commitment to Amergin AssetCo on July 1, 2022. We increased our commitment to Amergin AssetCo on July 28, 2023 to $110.0 million, of which $74.4 million is equity and $35.6 million is debt. Our investment in Amergin is a co-investment made with our affiliates in accordance with the terms of the exemptive relief that we received from the SEC. We do not consolidate our equity interest in Amergin AssetCo.

Fifth Season Investments LLC

Fifth Season is a portfolio company created to invest in life settlement assets. On July 18, 2022, we made a $15.9 million equity commitment to Fifth Season. We increasedmade periodic increases to our commitment toinvestment in Fifth Season, on October 17, 2022, November 9, 2022, November 15, 2022, November 29, 2022, February 9, 2023, May 3, 2023, June 1, 2023, June 13, 2023, June 20, 2023 by $73.6 million, $1.7 million, $7.3 million, $7.0 million, $5.3 million, $5.3 million, $3.5 million, $3.5including $12.3 million and $3.5$33.3 million during the three and nine months ended September 30, 2023, respectively. Our investment in Fifth Season is a co-investment with our affiliates in accordance with the terms of the exemptive relief that we received from the SEC.

LSI Financing 1 DAC

LSI Financing 1 DAC ("LSI Financing") is a portfolio company formed to acquire a contractual rights to revenue pursuant to earnout agreements generally in the life sciences space. On December 14, 2022, we made a $6.2 million equity commitment to LSI Financing. We increasedmade periodic increases to our commitment toinvestment in LSI Financing, on February 17, 2023, February 24, 2023, and March 16, 2023 by $2.8including $73.1 million $0.3 million, and $69.9 million, respectively.during the nine months ended September 30, 2023. Our investment in LSI Financing is a co-investment made with our affiliates in accordance with the terms of the exemptive relief that we received from the SEC.

Blue Owl Credit Income Senior Loan Fund LLC (f/k/a ORCIC Senior Loan Fund LLC)

123129


Blue Owl Credit Income Senior Loan Fund LLC ("OCIC SLF"), a Delaware limited liability company, was formed as our wholly-owned subsidiary and commenced operations on February 14, 2022. On November 2, 2022, we and State Teachers Retirement System of Ohio (“OSTRS” and together with the Company, the “Members” and each, a “Member”) entered into an Amended and Restated Limited Liability Company Agreement to co-manage OCIC SLF as a joint-venture. OCIC SLF’s principal purpose is to make investments, primarily in senior secured loans that are made to middle market companies, broadly syndicated loans and in senior and subordinated notes issued by collateralized loan obligations. We and OSTRS have agreed to contribute $437.5 million and $62.5 million, respectively, to OCIC SLF. We and OSTRS have a 87.5% and 12.5% economic ownership, respectively, in OCIC SLF. Except under certain circumstances, contributions to OCIC SLF cannot be redeemed. OCIC SLF is managed by a board consisting of an equal number of representatives appointed by each Member and which acts unanimously. Investment decisions must be approved unanimously by an investment committee consisting of an equal number of representative appointed by each Member.

We have determined that OCIC SLF is an investment company under Accounting Standards Codification (“ASC”) 946, however, in accordance with such guidance, we will generally not consolidate our investment in a company other than a wholly owned investment company subsidiary or a controlled operating company whose business consists of providing services to the Company. Accordingly, we do not consolidate our non-controlling interest in OCIC SLF.

As of JuneSeptember 30, 2023 and December 31, 2022, OCIC SLF had total investments in senior secured debt at fair value, as determined by an independent valuation firm, of $789.8$937.8 million and $506.2 million, respectively. The determination of fair value is in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification 820, Fair Value Measurements (“ASC 820”), as amended; however, such fair value is not included in our valuation process. The following table is a summary of OCIC SLF’s portfolio as well as a listing of the portfolio investments in OCIC SLF's portfolio as of the following periods:

($ in thousands)($ in thousands)June 30, 2023December 31, 2022($ in thousands)September 30, 2023December 31, 2022
Total senior secured debt investments(1)
Total senior secured debt investments(1)
$809,964 $529,463 
Total senior secured debt investments(1)
$953,942 $529,463 
Weighted average spread over base rate(1)
Weighted average spread over base rate(1)
3.8 %4.4 %
Weighted average spread over base rate(1)
3.8 %4.4 %
Number of portfolio companiesNumber of portfolio companies142 74 Number of portfolio companies176 74 
Largest funded investment to a single borrower(1)
Largest funded investment to a single borrower(1)
$14,493 $14,547 
Largest funded investment to a single borrower(1)
$14,457 $14,547 
_____________
(1)At par.

Blue Owl Credit Income Senior Loan Fund's Portfolio as of June 30, 2023
($ in thousands)
(Unaudited)
Company(1)(2)(4)InvestmentInterestMaturity
Date
Par /
Units
Amortized
Cost(3)
Fair
Value
Percentage of Members’ Equity
Debt Investments(5)
Aerospace and defense
American Airlines, Inc.(11)First lien senior secured loanSR +2.75%02/2028$2,000 $1,964 $1,961 0.8 %
Avolon TLB Borrower 1 (US) LLC(9)First lien senior secured loanSR +2.50%06/20288,000 7,920 7,990 3.0 %
Bleriot US Bidco Inc.(10)First lien senior secured loanSR +4.00%10/20265,246 5,164 5,238 2.0 %
Peraton Corp.(9)First lien senior secured loanSR +3.75%02/20287,532 7,277 7,385 2.9 %
Transdigm, Inc.(10)First lien senior secured loanSR +3.25%08/20283,990 3,982 3,986 1.5 %
Transdigm, Inc.(10)First lien senior secured loanSR +3.25%02/20272,985 2,933 2,985 1.2 %
29,753 29,240 29,545 11.4 %
Automotive
Belron Finance US LLC(10)First lien senior secured loanSR +2.75%04/2029$2,500 $2,488 $2,499 0.9 %
PAI Holdco, Inc.(7)First lien senior secured loanL +3.75%10/20276,595 6,130 6,096 2.4 %
9,095 8,618 8,595 3.3 %
Buildings and real estate
CPG International LLC(9)First lien senior secured loanSR +2.50%04/2029$6,924 $6,889 $6,887 2.7 %
Beacon Roofing Supply, Inc.(6)First lien senior secured loanL +2.25%05/20283,486 3,482 3,473 1.3 %
Cushman & Wakefield U.S. Borrower, LLC(9)First lien senior secured loanSR +2.75%08/20252,000 1,967 1,980 0.8 %
Dodge Construction Network, LLC(10)(12)First lien senior secured loanSR +4.75%02/20295,247 4,915 4,198 1.6 %
GYP Holdings III Corp.(10)(12)First lien senior secured loanSR +3.00%05/20302,000 1,990 2,000 0.8 %
RealPage, Inc.(9)First lien senior secured loanSR +3.00%04/202810,493 9,924 10,255 3.9 %
Blue Owl Credit Income Senior Loan Fund's Portfolio as of September 30, 2023
($ in thousands)
(Unaudited)
Company(1)(2)(4)InvestmentInterestMaturity
Date
Par /
Units
Amortized
Cost(3)
Fair
Value
Percentage of Members’ Equity
Debt Investments(5)
Aerospace and defense
American Airlines, Inc.(7)First lien senior secured loanSR +2.75%02/2028$1,980 $1,945 $1,964 0.6 %
Avolon TLB Borrower 1 (US) LLC(6)First lien senior secured loanSR +2.50%06/20287,980 7,903 7,973 2.7 %
Barnes Group, Inc.(6)First lien senior secured loanSR +3.00%08/20306,500 6,452 6,503 2.1 %
Bleriot US Bidco, Inc.(7)First lien senior secured loanSR +4.00%10/20285,942 5,859 5,942 2.0 %
Dynasty Acquisition Co., Inc. (dba StandardAero Limited)(6)First lien senior secured loanSR +4.00%08/20281,047 1,037 1,044 0.3 %
Dynasty Acquisition Co., Inc. (dba StandardAero Limited)(6)First lien senior secured loanSR +4.00%08/20282,444 2,420 2,437 0.8 %
Peraton Corp.(6)First lien senior secured loanSR +3.75%02/20287,491 7,246 7,468 2.5 %
Transdigm, Inc.(7)First lien senior secured loanSR +3.25%08/20283,980 3,972 3,979 1.3 %
Transdigm, Inc.(7)First lien senior secured loanSR +3.25%02/20272,978 2,928 2,979 1.0 %
Vertex Aerospace Services Corp. (dba V2X)(7)First lien senior secured loanSR +3.50%12/20282,992 2,989 2,991 1.0 %
43,334 42,751 43,280 14.3 %
Automotive
Belron Finance US LLC(7)First lien senior secured loanSR +2.75%04/2029$2,494 $2,482 $2,493 0.8 %
PAI Holdco, Inc.(7)First lien senior secured loanSR +3.75%10/20276,579 6,135 6,215 2.1 %
9,073 8,617 8,708 2.9 %
Buildings and real estate
84 Lumber Company(6)First lien senior secured loanSR +3.00%11/2026$1,712 $1,718 $1,711 0.6 %
124130


Blue Owl Credit Income Senior Loan Fund's Portfolio as of June 30, 2023
($ in thousands)
(Unaudited)
Company(1)(2)(4)InvestmentInterestMaturity
Date
Par /
Units
Amortized
Cost(3)
Fair
Value
Percentage of Members’ Equity
Wrench Group LLC(10)First lien senior secured loanSR +4.00%04/20269,710 9,693 9,593 3.7 %
39,860 38,860 38,386 14.8 %
Business services
Prime Security Services Borrower, LLC(6)First lien senior secured loanL +2.75%09/2026$1,990 $1,961 $1,988 0.8 %
BrightView Landscapes, LLC(10)First lien senior secured loanSR +3.25%04/202910,486 10,201 10,319 4.0 %
ConnectWise, LLC(6)First lien senior secured loanL +3.50%09/202810,493 9,951 10,199 3.9 %
IDEMIA Group SAS(10)(12)First lien senior secured loanSR +4.75%09/20282,000 1,975 1,975 0.8 %
Packers Holdings, LLC(9)First lien senior secured loanSR +3.25%03/20286,159 5,693 4,248 1.6 %
Brown Group Holdings, LLC(10)First lien senior secured loanSR +3.75%07/20293,512 3,478 3,503 1.4 %
Sitel Worldwide Corp.(6)First lien senior secured loanL +3.75%08/20286,975 6,868 6,806 2.6 %
VM Consolidated, Inc.(9)First lien senior secured loanSR +3.25%03/20282,419 2,396 2,419 0.9 %
44,034 42,523 41,457 16.0 %
Chemicals
Aruba Investments Holdings, LLC (dba Angus Chemical Company)(9)(12)First lien senior secured loanSR +4.75%11/2027$2,985 $2,796 $2,925 1.1 %
Axalta Coating Systems US Holdings Inc.(10)First lien senior secured loanSR +3.00%12/20294,613 4,571 4,618 1.7 %
Cyanco Intermediate 2 Corp.(9)(12)First lien senior secured loanSR +4.75%07/20283,000 2,910 2,910 1.1 %
H.B. Fuller Company(9)First lien senior secured loanSR +2.50%02/20301,995 1,995 2,000 0.8 %
Ineos US Petrochem LLC(9)(12)First lien senior secured loanSR +3.75%03/20302,000 1,980 1,990 0.8 %
Ineos US Finance LLC(9)First lien senior secured loanSR +3.50%02/20302,000 1,981 1,987 0.8 %
Ineos US Finance LLC(9)First lien senior secured loanSR +3.75%11/20272,993 2,895 2,979 1.2 %
Nouryon Finance B.V.(10)First lien senior secured loanSR +4.00%04/20282,000 1,981 1,979 0.8 %
Blue Tree Holdings, Inc.(10)First lien senior secured loanSR +2.50%03/20283,985 3,948 3,908 1.5 %
Windsor Holdings III LLC(10)First lien senior secured loanSR +4.50%06/20305,000 4,900 4,908 1.9 %
30,571 29,957 30,204 11.7 %
Consumer products
Olaplex, Inc.(9)First lien senior secured loanSR +3.50%02/2029$5,247 $4,892 $4,893 1.9 %
5,247 4,892 4,893 1.9 %
Containers and packaging
Berlin Packaging L.L.C.(7)First lien senior secured loanL +3.75%03/2028$11,548 $11,128 $11,339 4.4 %
BW Holding, Inc.(10)(12)First lien senior secured loanSR +4.00%12/20287,728 7,608 7,046 2.7 %
Charter NEX US, Inc.(9)First lien senior secured loanSR +3.75%12/20274,974 4,929 4,931 1.9 %
Valcour Packaging, LLC(8)First lien senior secured loanL +3.75%10/20289,875 9,856 8,300 3.2 %
Ring Container Technologies Group, LLC(9)First lien senior secured loanSR +3.50%08/20289,713 9,552 9,662 3.8 %
Trident TPI Holdings, Inc.(10)First lien senior secured loanSR +4.50%09/20284,000 3,883 3,939 1.5 %
Tricorbraun Holdings, Inc.(9)First lien senior secured loanSR +3.25%03/202810,493 9,989 10,201 3.9 %
58,331 56,945 55,418 21.4 %
Distribution
Dealer Tire, LLC(9)First lien senior secured loanSR +4.50%12/2027$3,939 $3,875 $3,920 1.5 %
BCPE Empire Holdings, Inc. (dba Imperial-Dade)(9)First lien senior secured loanSR +4.75%12/20285,292 5,240 5,273 2.1 %
SRS Distribution, Inc.(6)First lien senior secured loanL +3.50%06/202810,520 9,844 10,204 3.9 %
White Cap Supply Holdings, LLC(9)First lien senior secured loanSR +3.75%10/202710,520 10,018 10,412 4.0 %
30,271 28,977 29,809 11.5 %
Education
Sophia, L.P.(9)(12)First lien senior secured loanSR +4.25%10/2027$9,713 $9,696 $9,689 3.7 %
Severin Acquisition, LLC (dba Powerschool)(10)First lien senior secured loanSR +3.00%08/20254,872 4,799 4,867 2.0 %
Renaissance Learning, Inc.(10)First lien senior secured loanSR +4.75%05/20253,500 3,404 3,452 1.3 %
18,085 17,899 18,008 7.0 %
Energy equipment and services
AMG Advanced Metallurgical Group N.V(9)First lien senior secured loanSR +3.50%11/2028$3,448 $3,423 $3,430 1.3 %
AZZ Inc.(9)First lien senior secured loanSR +4.25%05/20297,925 7,864 7,923 3.1 %
Pike Corp.(9)First lien senior secured loanSR +3.00%01/20289,800 9,624 9,749 3.8 %
Blue Owl Credit Income Senior Loan Fund's Portfolio as of September 30, 2023
($ in thousands)
(Unaudited)
Company(1)(2)(4)InvestmentInterestMaturity
Date
Par /
Units
Amortized
Cost(3)
Fair
Value
Percentage of Members’ Equity
Beacon Roofing Supply, Inc.(6)First lien senior secured loanSR +2.25%05/20283,477 3,473 3,473 1.1 %
CPG International LLC(6)First lien senior secured loanSR +2.50%04/20296,907 6,873 6,898 2.3 %
Cushman & Wakefield U.S. Borrower, LLC(6)First lien senior secured loanSR +4.00%01/20307,247 7,070 7,176 2.4 %
Dodge Construction Network, LLC(7)(13)First lien senior secured loanSR +4.75%02/20295,234 4,913 4,266 1.3 %
Greystar Real Estate Partners, LLC (dba Greystar)(6)(13)First lien senior secured loanSR +3.75%08/20307,000 6,896 6,895 2.3 %
GYP Holdings III Corp.(6)First lien senior secured loanSR +3.00%05/20302,000 1,990 2,004 0.7 %
Quikrete Holdings, Inc.(6)First lien senior secured loanSR +2.75%03/20291,995 1,995 1,994 0.7 %
RealPage, Inc.(6)First lien senior secured loanSR +3.00%04/202810,466 9,922 10,336 3.4 %
Wrench Group LLC(7)(13)First lien senior secured loanSR +4.00%04/20269,685 9,668 9,637 3.2 %
55,723 54,518 54,390 18.0 %
Business services
ASGN, Inc.(6)First lien senior secured loanSR +2.25%08/2030$2,500 $2,494 $2,506 0.8 %
BrightView Landscapes, LLC(7)First lien senior secured loanSR +3.25%04/20296,519 6,342 6,517 2.2 %
Brown Group Holdings, LLC(7)First lien senior secured loanSR +3.75%07/20293,504 3,470 3,498 1.2 %
ConnectWise, LLC(6)First lien senior secured loanSR +3.50%09/202810,459 9,943 10,283 3.3 %
IDEMIA Group SAS(7)First lien senior secured loanSR +4.75%09/20281,995 1,971 1,992 0.7 %
Packers Holdings, LLC(6)First lien senior secured loanSR +3.25%03/20283,938 3,652 2,323 0.8 %
Prime Security Services Borrower, LLC(6)First lien senior secured loanSR +2.75%09/20261,985 1,958 1,981 0.7 %
Sitel Worldwide Corp.(6)First lien senior secured loanSR +3.75%08/20286,957 6,855 6,772 2.2 %
VM Consolidated, Inc.(6)First lien senior secured loanSR +3.25%03/20282,113 2,093 2,112 0.7 %
39,970 38,778 37,984 12.6 %
Chemicals
Aruba Investments Holdings, LLC (dba Angus Chemical Company)(6)First lien senior secured loanSR +4.75%11/2027$2,978 $2,797 $2,955 1.0 %
Axalta Coating Systems US Holdings Inc.(7)First lien senior secured loanSR +2.50%09/20237,095 7,049 7,100 2.3 %
Blue Tree Holdings, Inc.(7)First lien senior secured loanSR +2.50%03/20283,975 3,939 3,895 1.3 %
Cyanco Intermediate 2 Corp.(6)First lien senior secured loanSR +4.75%07/20283,000 2,912 3,001 1.0 %
DCG Acquisition Corp.(6)First lien senior secured loanSR +4.50%09/20262,283 2,271 2,258 0.7 %
H.B. Fuller Company(6)First lien senior secured loanSR +2.25%02/20301,995 1,995 1,997 0.6 %
Ineos US Finance LLC(6)First lien senior secured loanSR +3.50%02/20301,995 1,976 1,978 0.7 %
Ineos US Finance LLC(6)First lien senior secured loanSR +3.75%11/20272,985 2,891 2,969 1.0 %
Ineos US Petrochem LLC(6)First lien senior secured loanSR +3.75%03/20301,995 1,976 1,984 0.7 %
Nouryon Finance B.V.(7)First lien senior secured loanSR +4.00%04/20285,985 5,928 5,902 2.0 %
Windsor Holdings III LLC(7)First lien senior secured loanSR +4.50%08/20305,000 4,901 4,975 1.6 %
39,286 38,635 39,014 12.9 %
Consumer products
Olaplex, Inc.(6)First lien senior secured loanSR +3.50%02/2029$5,234 $4,890 $4,364 1.4 %
5,234 4,890 4,364 1.4 %
Containers and packaging
Berlin Packaging L.L.C.(6)First lien senior secured loanSR +3.75%03/2028$11,518 $11,117 $11,380 3.8 %
BW Holding, Inc.(7)First lien senior secured loanSR +4.00%12/20287,708 7,592 6,902 2.3 %
Charter NEX US, Inc.(6)First lien senior secured loanSR +3.75%12/20274,974 4,930 4,925 1.6 %
Plaze, Inc.(7)First lien senior secured loanSR +3.50%08/2026997 971 960 0.3 %
ProAmpac PG Borrower LLC(12)(13)First lien senior secured loanP +3.50%09/20286,250 6,188 6,209 2.1 %
Ring Container Technologies Group, LLC(6)First lien senior secured loanSR +3.50%08/20289,688 9,532 9,678 3.2 %
Tricorbraun Holdings, Inc.(6)First lien senior secured loanSR +3.25%03/202810,466 9,983 10,256 3.4 %
Trident TPI Holdings, Inc.(7)First lien senior secured loanSR +4.50%09/20283,990 3,877 3,977 1.3 %
Valcour Packaging, LLC(11)First lien senior secured loanL +3.75%10/20289,850 9,830 7,901 2.6 %
65,441 64,020 62,188 20.6 %
Distribution
125131


Blue Owl Credit Income Senior Loan Fund's Portfolio as of June 30, 2023
($ in thousands)
(Unaudited)
Company(1)(2)(4)InvestmentInterestMaturity
Date
Par /
Units
Amortized
Cost(3)
Fair
Value
Percentage of Members’ Equity
Brookfield WEC Holdings Inc.(9)First lien senior secured loanSR +3.75%08/20253,474 3,453 3,473 1.3 %
24,647 24,364 24,575 9.5 %
Financial services
Acuris Finance US, Inc. (ION Analytics) (10)First lien senior secured loanSR +4.00%02/2028$4,500 $4,406 $4,437 1.7 %
AllSpring Buyer(10)First lien senior secured loanSR +3.75%11/20284,963 4,903 4,938 1.9 %
Deerfield Dakota Holdings(10)First lien senior secured loanSR +3.75%04/20277,869 7,525 7,622 2.9 %
The Edelman Financial Engines Center, LLC(6)First lien senior secured loanL +3.75%04/20283,980 3,893 3,874 1.5 %
Focus Financial Partners, LLC(9)First lien senior secured loanSR +3.25%06/20284,963 4,884 4,918 1.9 %
Focus Financial Partners, LLC(10)First lien senior secured loanSR +3.50%06/20283,000 2,955 2,978 1.2 %
Guggenheim Partners Investment Management Holdings, LLC(10)First lien senior secured loanSR +3.25%12/20294,975 4,893 4,965 1.9 %
Harbourvest Partners, L.P.(10)First lien senior secured loanSR +3.00%04/20302,500 2,463 2,494 1.0 %
TMF Sapphire Bidco B.V.(10)First lien senior secured loanSR +5.00%05/20282,500 2,450 2,497 1.0 %
39,250 38,372 38,723 15.0 %
Food and beverage
Aramark Services, Inc.(9)(12)First lien senior secured loanSR +2.50%06/2030$2,000 $1,980 $1,980 0.8 %
Nomad Foods Europe Midco Ltd.(11)First lien senior secured loanSR +3.75%11/20295,000 4,812 4,994 1.9 %
Pegasus BidCo B.V.(10)(12)First lien senior secured loanSR +4.25%07/20295,473 5,316 5,199 2.0 %
Shearer's Foods, LLC(9)First lien senior secured loanSR +3.50%09/20278,762 8,207 8,642 3.3 %
Simply Good Foods USA, Inc.(9)First lien senior secured loanSR +2.50%03/20274,097 4,068 4,079 1.6 %
Naked Juice LLC (dba Tropicana)(10)First lien senior secured loanSR +3.25%01/202910,520 9,679 9,766 3.8 %
35,852 34,062 34,660 13.4 %
Healthcare equipment and services
Confluent Medical Technologies, Inc.(10)(12)First lien senior secured loanSR +3.75%02/2029$9,713 $9,583 $9,567 3.7 %
Dermatology Intermediate Holdings III, Inc.(10)First lien senior secured loanSR +4.25%03/20299,900 9,788 9,771 3.8 %
Dermatology Intermediate Holdings III, Inc.(10)(13)First lien senior secured delayed draw term loanSR +4.25%03/20291,781 1,771 1,757 0.7 %
Medline Borrower, LP(9)First lien senior secured loanSR +3.25%10/20288,285 7,773 8,184 3.2 %
Natus Medical Inc.(10)(12)First lien senior secured loanSR +5.50%07/20294,478 4,180 4,455 1.7 %
Zest Acquisition Corp.(9)First lien senior secured loanSR +5.50%02/20285,990 5,750 5,743 2.2 %
40,147 38,845 39,477 15.3 %
Healthcare providers and services
Covetrus, Inc.(10)First lien senior secured loanSR +5.00%10/2029$9,476 $8,949 $8,805 3.4 %
LSCS Holdings, Inc.(6)(12)First lien senior secured loanL +4.50%12/20286,152 5,994 5,992 2.3 %
HAH Group Holding Company LLC (dba Help at Home)(10)(12)First lien senior secured loanSR +5.00%10/2027998 998 973 0.4 %
MJH Healthcare Holdings, LLC(9)(12)First lien senior secured loanSR +3.50%01/20293,812 3,753 3,774 1.5 %
Phoenix Newco, Inc. (dba Parexel)(9)First lien senior secured loanSR +3.25%11/20287,406 7,155 7,340 2.8 %
Pediatric Associates Holding Company, LLC(9)(12)First lien senior secured loanSR +4.50%12/20282,000 1,921 1,990 0.8 %
Pediatric Associates Holding Company, LLC(9)(13)First lien senior secured delayed draw term loanSR +3.25%12/2028222 218 216 0.1 %
Pediatric Associates Holding Company, LLC(9)First lien senior secured loanSR +3.25%12/20285,119 5,036 4,998 1.9 %
Physician Partners, LLC(10)First lien senior secured loanSR +4.00%12/20289,900 9,396 9,281 3.6 %
Premise Health Holding(10)(12)First lien senior secured loanSR +4.75%07/20253,218 3,188 3,193 1.2 %
48,303 46,608 46,562 18.0 %
Healthcare technology
Athenahealth Group Inc.(9)First lien senior secured loanSR +3.50%02/2029$9,355 $8,641 $8,993 3.5 %
Athenahealth Group Inc.(9)(13)First lien senior secured delayed draw term loanSR +3.50%02/2029— (104)(39)— %
Gainwell Acquisition Corp.(10)First lien senior secured loanSR +4.00%10/20274,980 4,887 4,899 1.9 %
GHX Ultimate Parent Corp.(10)First lien senior secured loanSR +4.75%06/20273,000 2,927 3,002 1.2 %
Imprivata, Inc.(9)First lien senior secured loanSR +4.25%12/20279,713 9,552 9,563 3.7 %
Blue Owl Credit Income Senior Loan Fund's Portfolio as of September 30, 2023
($ in thousands)
(Unaudited)
Company(1)(2)(4)InvestmentInterestMaturity
Date
Par /
Units
Amortized
Cost(3)
Fair
Value
Percentage of Members’ Equity
BCPE Empire Holdings, Inc. (dba Imperial-Dade)(6)First lien senior secured loanSR +4.75%12/2028$5,279 $5,228 $5,273 1.7 %
Dealer Tire, LLC(6)First lien senior secured loanSR +4.50%12/20273,930 3,867 3,932 1.3 %
SRS Distribution, Inc.(6)First lien senior secured loanSR +3.50%06/202810,493 9,843 10,375 3.4 %
White Cap Supply Holdings, LLC(6)First lien senior secured loanSR +3.75%10/202710,493 10,014 10,465 3.5 %
30,195 28,952 30,045 9.9 %
Education
Renaissance Learning, Inc.(7)First lien senior secured loanSR +4.75%04/2030$4,500 $4,411 $4,459 1.5 %
Severin Acquisition, LLC (dba Powerschool)(7)First lien senior secured loanSR +3.00%08/20257,851 7,773 7,837 2.6 %
Sophia, L.P.(6)(13)First lien senior secured loanSR +4.25%10/20279,689 9,671 9,664 3.2 %
Spring Education Group, Inc. (fka SSH Group Holdings, Inc.)(7)(13)First lien senior secured loanSR +4.50%09/20303,663 3,617 3,617 1.2 %
25,703 25,472 25,577 8.5 %
Energy equipment and services
AMG Advanced Metallurgical Group N.V(6)First lien senior secured loanSR +3.50%11/2028$3,439 $3,418 $3,424 1.1 %
AZZ Inc.(6)First lien senior secured loanSR +3.75%05/20297,925 7,864 7,931 2.7 %
Brookfield WEC Holdings Inc.(6)First lien senior secured loanSR +3.75%08/20253,465 3,446 3,470 1.1 %
Calpine Construction Finance Company(6)First lien senior secured loanSR +2.25%07/20302,000 1,985 1,988 0.7 %
Pike Corp.(6)First lien senior secured loanSR +3.00%01/20289,800 9,630 9,777 3.2 %
Rockwood Service Corp.(6)First lien senior secured loanSR +4.00%01/20276,483 6,467 6,499 2.1 %
33,112 32,810 33,089 10.9 %
Financial services
Acuris Finance US, Inc. (ION Analytics) (7)First lien senior secured loanSR +4.00%02/2028$4,500 $4,409 $4,430 1.5 %
AlixPartners, LLP(6)First lien senior secured loanSR +2.75%02/20282,992 2,970 2,988 1.0 %
AllSpring Buyer(7)First lien senior secured loanSR +3.75%11/20284,950 4,892 4,927 1.6 %
Boost Newco Borrower, LLC(7)First lien senior secured loanSR +3.00%09/203012,000 11,941 11,992 4.0 %
Citadel Securities, LP(6)First lien senior secured loanSR +2.50%07/20303,990 3,960 3,978 1.4 %
Deerfield Dakota Holdings(7)First lien senior secured loanSR +3.75%04/20277,849 7,524 7,645 2.5 %
Focus Financial Partners, LLC(6)First lien senior secured loanSR +3.25%06/20284,950 4,873 4,933 1.6 %
Focus Financial Partners, LLC(6)First lien senior secured loanSR +3.50%06/20283,000 2,943 2,994 1.0 %
Guggenheim Partners Investment Management Holdings, LLC(7)First lien senior secured loanSR +3.25%12/20294,963 4,882 4,963 1.6 %
Harbourvest Partners, L.P.(7)First lien senior secured loanSR +3.00%04/20302,500 2,464 2,496 0.8 %
Helios Software Holdings, Inc. (ION Corporate Solutions Finance S.a r.l.)(7)First lien senior secured loanSR +4.25%07/20305,000 4,803 4,972 1.6 %
Janus International Group, LLC(6)First lien senior secured loanSR +3.25%08/20305,000 4,970 4,977 1.6 %
Saphilux S.a.r.L (dba IQ EQ)(7)(13)First lien senior secured loanSR +4.75%07/20287,500 7,389 7,388 2.5 %
The Edelman Financial Engines Center, LLC(6)First lien senior secured loanSR +3.50%04/20283,970 3,886 3,923 1.3 %
TMF Sapphire Bidco B.V.(7)First lien senior secured loanSR +5.00%05/20282,500 2,456 2,491 0.8 %
USI Inc.(7)First lien senior secured loanSR +3.75%09/20304,000 3,990 3,988 1.3 %
79,664 78,352 79,085 26.1 %
Food and beverage
1011778 BC / NEW RED FIN (dba Restaurant Brands)(6)First lien senior secured loanSR +2.25%09/2030$5,250 $5,225 $5,227 1.7 %
AI Aqua Merger Sub, Inc. (dba Culligan International)(6)First lien senior secured loanSR +3.75%07/20282,283 2,280 2,257 0.7 %
Aramark Services, Inc.(6)First lien senior secured loanSR +2.50%06/20301,995 1,975 1,990 0.7 %
Balrog Acquisition, Inc. (dba Bakemark)(6)First lien senior secured loanSR +4.00%09/20282,283 2,254 2,254 0.7 %
Naked Juice LLC (dba Tropicana)(7)First lien senior secured loanSR +3.25%01/202910,494 9,682 9,944 3.3 %
Pegasus BidCo B.V.(7)First lien senior secured loanSR +4.25%07/20295,459 5,328 5,445 1.8 %
Shearer's Foods, LLC(6)First lien senior secured loanSR +3.50%09/20278,740 8,210 8,718 2.9 %
Simply Good Foods USA, Inc.(6)First lien senior secured loanSR +2.50%03/20273,892 3,865 3,897 1.3 %
126132


Blue Owl Credit Income Senior Loan Fund's Portfolio as of June 30, 2023
($ in thousands)
(Unaudited)
Company(1)(2)(4)InvestmentInterestMaturity
Date
Par /
Units
Amortized
Cost(3)
Fair
Value
Percentage of Members’ Equity
PointClickCare Technologies Inc.PointClickCare Technologies Inc(8)First lien senior secured loanL +3.00%12/20271,995 1,965 1,990 0.8 %
R1 RCM Inc.(9)First lien senior secured loanSR +3.00%06/20293,990 3,990 3,990 1.5 %
Bracket Intermediate Holding Corp.(10)(12)First lien senior secured loanSR +5.00%05/20285,667 5,500 5,553 2.1 %
Verscend Holding Corp.(9)First lien senior secured loanSR +4.00%08/20259,894 9,793 9,879 3.8 %
Zelis Cost Management Buyer, Inc.(6)First lien senior secured loanL +3.50%09/20264,477 4,473 4,470 1.7 %
53,071 51,624 52,300 20.2 %
Household products
Samsonite International S.A.(9)First lien senior secured loanSR +2.75%06/2030$2,000 $1,990 $2,004 0.8 %
2,000 1,990 2,004 0.8 %
Infrastructure and environmental services
Asplundh Tree Expert, LLC(9)First lien senior secured loanSR +1.75%09/2027$997 $993 $994 0.4 %
Osmose Utilities Services, Inc.(9)First lien senior secured loanSR +3.25%06/20289,713 9,058 9,504 3.6 %
USIC Holdings, Inc.(6)First lien senior secured loanL +3.50%05/20282,962 2,828 2,799 1.1 %
13,672 12,879 13,297 5.1 %
Insurance
Acrisure, LLC(10)First lien senior secured loanSR +5.75%02/2027$7,463 $7,181 $7,481 2.9 %
AssuredPartners, Inc.(9)First lien senior secured loanSR +4.25%02/20274,963 4,808 4,947 1.9 %
Broadstreet Partners, Inc.(10)First lien senior secured loanSR +2.75%01/20274,155 4,107 4,095 1.6 %
Broadstreet Partners, Inc.(9)First lien senior secured loanSR +4.00%01/20293,000 2,963 2,978 1.2 %
Hub International(9)First lien senior secured loanSR +4.25%04/20258,000 7,920 8,014 3.1 %
Howden Group Holdings Ltd. (dba HIG Finance 2 Ltd. / Preatorian)(9)First lien senior secured loanSR +4.00%04/20303,990 3,833 3,975 1.5 %
IMA Financial Group, Inc.(9)(12)First lien senior secured loanSR +4.25%11/20283,500 3,413 3,413 1.3 %
35,071 34,225 34,903 13.5 %
Internet software and services
Barracuda Parent, LLC(10)First lien senior secured loanSR +4.50%08/2029$10,547 $10,120 $10,160 3.9 %
Boxer Parent Company Inc.(9)First lien senior secured loanSR +3.75%10/20251,988 1,968 1,970 0.8 %
Central Parent, Inc.(10)First lien senior secured loanSR +4.25%07/202910,547 10,331 10,510 4.1 %
DCert Buyer, Inc.(10)First lien senior secured loanSR +4.00%10/20264,982 4,955 4,931 1.9 %
E2open, LLC(9)First lien senior secured loanSR +3.50%02/20286,841 6,732 6,801 2.7 %
Hyland Software, Inc.(6)First lien senior secured loanL +3.50%07/20249,896 9,752 9,807 3.8 %
Idera, Inc.(9)First lien senior secured loanSR +3.75%03/20285,980 5,814 5,813 2.2 %
Infinite Bidco LLC(10)(12)First lien senior secured loanSR +3.25%03/20282,985 2,886 2,881 1.1 %
Delta TopCo, Inc. (dba Infoblox, Inc.)(11)First lien senior secured loanSR +3.75%12/202710,519 9,693 10,163 3.9 %
McAfee Corp.(9)First lien senior secured loanSR +3.75%03/20292,985 2,858 2,849 1.1 %
Perforce Software, Inc.(6)First lien senior secured loanL +3.75%07/20262,985 2,839 2,818 1.1 %
Quartz Acquireco, LLC (dba Qualtrics AcquireCo, LLC)(9)(12)First lien senior secured loanSR +3.50%04/20304,000 3,960 3,960 1.5 %
Rocket Software, Inc.(9)First lien senior secured loanSR +4.25%11/20255,600 5,514 5,535 2.2 %
SONICWALL US Holdings Inc.(10)First lien senior secured loanSR +3.75%05/20254,195 4,141 4,135 1.6 %
Sophos Holdings, LLC(9)First lien senior secured loanSR +3.50%03/202710,492 10,294 10,399 4.0 %
UST Holdings, Ltd.(9)(12)First lien senior secured loanSR +3.50%11/20287,078 7,053 6,954 2.7 %
VS Buyer LLC(9)First lien senior secured loanSR +3.25%02/20272,985 2,985 2,940 1.1 %
104,605 101,895 102,626 39.7 %
Leisure and entertainment
Delta 2 (Lux) SARL (dba Formula One)(9)First lien senior secured loanSR +3.00%01/2030$3,000 $2,972 $2,999 1.2 %
3,000 2,972 2,999 1.2 %
Manufacturing
Altar Bidco, Inc.(11)First lien senior secured loanSR +3.10%02/2029$4,739 $4,538 $4,659 1.8 %
Columbus McKinnon Corp.(10)First lien senior secured loanSR +2.75%05/2028491 487 489 0.2 %
EMRLD Borrower LP (dba Emerson Climate Technologies, Inc.)(10)First lien senior secured loanSR +3.00%05/203010,018 9,919 10,009 3.9 %
Engineered Machinery Holdings, Inc. (dba Duravant)(7)First lien senior secured loanL +3.50%05/20284,975 4,941 4,871 1.9 %
Blue Owl Credit Income Senior Loan Fund's Portfolio as of September 30, 2023
($ in thousands)
(Unaudited)
Company(1)(2)(4)InvestmentInterestMaturity
Date
Par /
Units
Amortized
Cost(3)
Fair
Value
Percentage of Members’ Equity
40,396 38,819 39,732 13.1 %
Healthcare equipment and services
Confluent Medical Technologies, Inc.(7)(13)First lien senior secured loanSR +3.75%02/2029$9,688 $9,562 $9,519 3.1 %
Curium BidCo S.A.R.L (dba Curium Pharma)(7)First lien senior secured loanSR +4.50%07/20291,995 1,975 1,990 0.7 %
Dermatology Intermediate Holdings III, Inc.(7)First lien senior secured loanSR +4.25%03/20299,875 9,766 9,804 3.2 %
Dermatology Intermediate Holdings III, Inc.(7)First lien senior secured delayed draw term loanSR +4.25%03/20291,814 1,803 1,801 0.7 %
Medline Borrower, LP(6)First lien senior secured loanSR +3.25%10/20288,264 7,770 8,237 2.7 %
Natus Medical Inc.(7)(13)First lien senior secured loanSR +5.50%07/20294,466 4,177 4,221 1.4 %
Zest Acquisition Corp.(6)(13)First lien senior secured loanSR +5.50%02/20285,960 5,730 5,826 1.9 %
42,062 40,783 41,398 13.7 %
Healthcare providers and services
Covetrus, Inc.(7)First lien senior secured loanSR +5.00%10/2029$9,453 $8,940 $9,343 3.1 %
HAH Group Holding Company LLC (dba Help at Home)(6)(13)First lien senior secured loanSR +5.00%10/20272,026 2,006 1,986 0.7 %
HAH Group Holding Company LLC (dba Help at Home)(6)(13)First lien senior secured loanSR +5.00%10/20271,252 1,250 1,227 0.4 %
LSCS Holdings, Inc.(6)First lien senior secured loanSR +4.50%12/20288,380 8,211 8,234 2.7 %
MJH Healthcare Holdings, LLC(6)(13)First lien senior secured loanSR +3.50%01/20293,802 3,744 3,793 1.3 %
Pediatric Associates Holding Company, LLC(6)First lien senior secured loanSR +4.50%12/20281,995 1,918 1,975 0.6 %
Pediatric Associates Holding Company, LLC(6)First lien senior secured delayed draw term loanSR +3.25%12/2028261 257 254 0.1 %
Pediatric Associates Holding Company, LLC(6)First lien senior secured loanSR +3.25%12/20285,104 5,023 4,966 1.6 %
Phoenix Newco, Inc. (dba Parexel)(6)First lien senior secured loanSR +3.25%11/20287,388 7,145 7,329 2.4 %
Physician Partners, LLC(6)First lien senior secured loanSR +4.00%12/20289,875 9,388 9,369 3.1 %
Premise Health Holding(7)(13)First lien senior secured loanSR +4.75%07/20253,209 3,183 3,193 1.1 %
Select Medical Corp.(6)First lien senior secured loanSR +3.00%03/20272,993 2,978 2,981 1.0 %
55,738 54,043 54,650 18.1 %
Healthcare technology
Athenahealth Group Inc.(6)First lien senior secured loanSR +3.25%02/2029$9,332 $8,642 $9,142 3.0 %
Bracket Intermediate Holding Corp.(7)First lien senior secured loanSR +5.00%05/20285,653 5,492 5,639 1.9 %
Gainwell Acquisition Corp.(7)First lien senior secured loanSR +4.00%10/20276,108 6,002 5,950 2.0 %
GHX Ultimate Parent Corp.(7)First lien senior secured loanSR +4.75%06/20272,993 2,923 2,989 1.0 %
Imprivata, Inc.(6)First lien senior secured loanSR +4.25%12/20279,689 9,533 9,677 3.0 %
PointClickCare Technologies Inc.PointClickCare Technologies Inc(7)First lien senior secured loanSR +3.00%12/20271,990 1,961 1,982 0.7 %
R1 RCM Inc.(6)First lien senior secured loanSR +3.00%06/20293,980 3,980 3,977 1.3 %
Verscend Holding Corp.(6)First lien senior secured loanSR +4.00%08/20259,869 9,777 9,858 3.3 %
Zelis Cost Management Buyer, Inc.(6)First lien senior secured loanSR +3.50%09/20264,466 4,462 4,463 1.5 %
54,080 52,772 53,677 17.7 %
Household products
Samsonite International S.A.(6)First lien senior secured loanSR +2.75%06/2030$1,995 $1,985 $1,996 0.7 %
1,995 1,985 1,996 0.7 %
Human resource support services
AQ Carver Buyer, Inc.(8)(13)First lien senior secured loanSR +5.50%08/2029$3,000 $2,941 $2,948 1.0 %
3,000 2,941 2,948 1.0 %
Infrastructure and environmental services
Asplundh Tree Expert, LLC(6)First lien senior secured loanSR +1.75%09/2027$2,433 $2,427 $2,429 0.8 %
Madison IAQ, LLC(7)First lien senior secured loanSR +3.25%06/2028997 989 980 0.3 %
Osmose Utilities Services, Inc.(6)First lien senior secured loanSR +3.25%06/20289,688 9,058 9,604 3.2 %
USIC Holdings, Inc.(6)First lien senior secured loanSR +3.50%05/20282,955 2,825 2,903 1.0 %
16,073 15,299 15,916 5.3 %
127133


Blue Owl Credit Income Senior Loan Fund's Portfolio as of June 30, 2023
($ in thousands)
(Unaudited)
Company(1)(2)(4)InvestmentInterestMaturity
Date
Par /
Units
Amortized
Cost(3)
Fair
Value
Percentage of Members’ Equity
DXP Enterprises, Inc.(11)First lien senior secured loanSR +5.25%12/20276,952 6,657 6,966 2.8 %
Entegris, Inc.(9)First lien senior secured loanSR +2.75%07/20292,384 2,384 2,385 0.9 %
Filtration Group Corp.(9)First lien senior secured loanSR +4.25%10/20283,990 3,950 3,985 1.5 %
Gates Global LLC(9)First lien senior secured loanSR +3.50%11/20291,985 1,929 1,983 0.8 %
Pro Mach Group, Inc.(6)First lien senior secured loanL +4.00%08/202810,493 10,250 10,459 4.0 %
Pro Mach Group, Inc.(10)(12)First lien senior secured loanSR +5.00%08/20284,000 3,814 4,000 1.5 %
Watlow Electric Manufacturing Company(10)First lien senior secured loanSR +3.75%03/20287,905 7,781 7,802 3.0 %
57,932 56,650 57,608 22.3 %
Pharmaceuticals
Fortrea Holdings Inc.(10)First lien senior secured loanSR +3.75%06/2030$2,000 $1,970 $1,999 0.8 %
2,000 1,970 1,999 0.8 %
Professional services
Apex Group Treasury, LLC(7)(12)First lien senior secured loanL +3.75%07/2028$4,913 $4,739 $4,839 1.9 %
Apex Group Treasury, LLC(10)(12)First lien senior secured loanSR +5.00%07/20282,488 2,349 2,475 1.0 %
Camelot U.S. Acquisition 1 Co.(9)First lien senior secured loanSR +3.00%10/20262,000 1,983 1,996 0.8 %
Skopima Merger Sub Inc.(6)First lien senior secured loanL +4.00%05/20284,975 4,739 4,826 1.9 %
Corporation Service Company(9)First lien senior secured loanSR +3.25%11/20291,990 1,985 1,992 0.8 %
EM Midco2 Ltd. (dba Element Materials Technology)(10)First lien senior secured loanSR +4.25%06/20299,060 8,952 8,856 3.4 %
Genuine Financial Holdings LLC(6)First lien senior secured loanL +3.75%07/20253,976 3,976 3,967 1.5 %
Red Ventures, LLC(9)First lien senior secured loanSR +3.00%03/20303,990 3,951 3,954 1.5 %
Sovos Compliance, LLC(9)First lien senior secured loanSR +4.50%08/202810,494 10,174 10,104 3.9 %
VT Topco, Inc. (dba Veritext)(9)First lien senior secured loanSR +3.75%08/20253,983 3,936 3,922 1.5 %
VT Topco, Inc. (dba Veritext)(9)(13)First lien senior secured delayed draw term loanSR +3.75%08/2025— — — — %
Vistage Worldwide, Inc.(9)(12)First lien senior secured loanSR +5.25%07/20293,970 3,822 3,930 1.5 %
51,839 50,606 50,861 19.7 %
Specialty retail
Pilot Travel Centers LLC(9)First lien senior secured loanSR +2.00%08/2028$796 $791 $794 0.3 %
796 791 794 0.3 %
Telecommunications
Ciena Corp.(9)First lien senior secured loanSR +2.50%01/2030$1,995 $1,986 $1,995 0.8 %
Cogeco Communications (USA) II L.P.(9)First lien senior secured loanSR +2.50%09/20282,985 2,972 2,960 1.1 %
Park Place Technologies, LLC(9)First lien senior secured loanSR +5.00%11/20279,712 9,263 9,418 3.7 %
Zayo Group Holdings, Inc.(9)First lien senior secured loanSR +4.25%03/20279,875 8,401 7,792 3.0 %
24,567 22,622 22,165 8.6 %
Transportation
Safe Fleet Holdings, LLC(9)First lien senior secured loanSR +3.75%02/2029$3,985 $3,942 $3,978 1.6 %
Uber Technologies, Inc.(10)First lien senior secured loanSR +2.75%03/20303,980 3,970 3,977 1.5 %
7,965 7,912 7,955 3.1 %
Total Debt Investments$809,964 $786,298 $789,823 305.5 %
Total Investments$809,964 $786,298 $789,823 305.5 %
Blue Owl Credit Income Senior Loan Fund's Portfolio as of September 30, 2023
($ in thousands)
(Unaudited)
Company(1)(2)(4)InvestmentInterestMaturity
Date
Par /
Units
Amortized
Cost(3)
Fair
Value
Percentage of Members’ Equity
Insurance
Acrisure, LLC(7)First lien senior secured loanSR +5.75%02/2027$7,444 $7,178 $7,462 2.5 %
AssuredPartners, Inc.(7)First lien senior secured loanSR +3.75%02/202710,484 10,338 10,477 3.5 %
Broadstreet Partners, Inc.(6)First lien senior secured loanSR +3.00%01/20274,144 4,099 4,121 1.4 %
Broadstreet Partners, Inc.(6)First lien senior secured loanSR +4.00%01/20292,993 2,956 2,989 1.0 %
Howden Group Holdings Ltd. (dba HIG Finance 2 Ltd. / Preatorian)(6)First lien senior secured loanSR +4.00%04/20303,980 3,827 3,975 1.3 %
Hub International(7)First lien senior secured loanSR +4.25%04/20258,000 7,921 8,014 2.6 %
IMA Financial Group, Inc.(6)(13)First lien senior secured loanSR +4.25%11/20283,491 3,407 3,474 1.1 %
40,536 39,726 40,512 13.4 %
Internet software and services
Aptean, Inc.(6)First lien senior secured loanSR +4.25%04/2026$1,141 $1,136 $1,133 0.4 %
Barracuda Parent, LLC(7)First lien senior secured loanSR +4.50%08/202910,521 10,108 10,404 3.4 %
Boxer Parent Company Inc.(6)First lien senior secured loanSR +3.75%10/20253,123 3,104 3,119 1.0 %
Central Parent, Inc.(7)First lien senior secured loanSR +4.25%07/20297,963 7,803 7,959 2.6 %
DCert Buyer, Inc.(7)First lien senior secured loanSR +4.00%10/20265,967 5,938 5,921 2.0 %
Delta TopCo, Inc. (dba Infoblox, Inc.)(8)First lien senior secured loanSR +3.75%12/202710,493 9,705 10,376 3.4 %
Dun & Bradstreet Corporation, The(6)First lien senior secured loanSR +2.75%02/20261,995 1,995 1,990 0.7 %
E2open, LLC(6)First lien senior secured loanSR +3.50%02/20286,824 6,720 6,809 2.3 %
Idera, Inc.(7)First lien senior secured loanSR +3.75%03/20286,535 6,369 6,476 2.0 %
Infinite Bidco LLC(6)First lien senior secured loanSR +3.75%03/20282,978 2,883 2,918 1.0 %
McAfee Corp.(6)First lien senior secured loanSR +3.75%03/20292,977 2,855 2,904 1.0 %
MeridianLink, Inc.(7)First lien senior secured loanSR +3.00%11/20282,283 2,277 2,274 0.8 %
Mitnick Corporate Purchaser, Inc.(7)First lien senior secured loanSR +4.50%05/20292,853 2,726 2,745 0.9 %
Perforce Software, Inc.(6)First lien senior secured loanSR +3.75%07/20262,977 2,842 2,888 1.0 %
Quartz Acquireco, LLC (dba Qualtrics AcquireCo, LLC)(6)(13)First lien senior secured loanSR +3.50%06/20304,000 3,961 3,970 1.3 %
Rocket Software, Inc.(6)First lien senior secured loanSR +4.25%11/20255,585 5,505 5,578 1.8 %
SONICWALL US Holdings, Inc.(6)First lien senior secured loanSR +5.00%05/20286,184 5,953 6,056 2.0 %
Sophos Holdings, LLC(6)First lien senior secured loanSR +3.50%03/202710,465 10,278 10,435 3.4 %
UST Holdings, Ltd.(6)First lien senior secured loanSR +3.50%11/20287,060 7,036 6,919 2.3 %
VS Buyer LLC(6)First lien senior secured loanSR +3.25%02/20272,977 2,977 2,962 1.0 %
104,901 102,171 103,836 34.3 %
Investment funds and vehicle
Finco I, LLC(7)First lien senior secured loanSR +3.00%06/2029$2,993 $2,978 $2,990 1.0 %
2,993 2,978 2,990 1.0 %
Leisure and entertainment
Delta 2 (Lux) SARL (dba Formula One)(7)First lien senior secured loanSR +2.25%01/2030$4,000 $3,973 $3,996 1.3 %
4,000 3,973 3,996 1.3 %
Manufacturing
Altar Bidco, Inc.(8)First lien senior secured loanSR +3.10%02/2029$4,727 $4,535 $4,703 1.6 %
Columbus McKinnon Corp.(7)First lien senior secured loanSR +2.75%05/2028477 473 476 0.2 %
DXP Enterprises, Inc.(8)First lien senior secured loanSR +5.25%12/20276,934 6,651 6,908 2.3 %
EMRLD Borrower LP (dba Emerson Climate Technologies, Inc.)(6)First lien senior secured loanSR +3.00%05/203010,018 9,922 9,999 3.2 %
Engineered Machinery Holdings, Inc. (dba Duravant)(7)First lien senior secured loanSR +3.50%05/20286,957 6,905 6,914 2.3 %
Entegris, Inc.(7)First lien senior secured loanSR +2.50%07/20292,307 2,307 2,306 0.8 %
Filtration Group Corp.(6)First lien senior secured loanSR +4.25%10/20283,980 3,941 3,982 1.3 %
Gates Global LLC(6)First lien senior secured loanSR +3.50%11/20292,977 2,923 2,975 1.0 %
Pro Mach Group, Inc.(6)First lien senior secured loanSR +4.00%08/202810,467 10,231 10,468 3.5 %
Pro Mach Group, Inc.(6)First lien senior secured loanSR +5.00%08/20283,990 3,810 3,990 1.2 %
Refficiency Holdings, LLC (dba Legence)(6)First lien senior secured loanSR +3.75%12/20271,496 1,485 1,489 0.5 %
134


Blue Owl Credit Income Senior Loan Fund's Portfolio as of September 30, 2023
($ in thousands)
(Unaudited)
Company(1)(2)(4)InvestmentInterestMaturity
Date
Par /
Units
Amortized
Cost(3)
Fair
Value
Percentage of Members’ Equity
Watlow Electric Manufacturing Company(7)First lien senior secured loanSR +3.75%03/202810,045 9,915 9,963 3.3 %
64,375 63,098 64,173 21.2 %
Pharmaceuticals
Fortrea Holdings Inc.(6)First lien senior secured loanSR +3.75%07/2030$3,408 $3,379 $3,394 1.1 %
3,408 3,379 3,394 1.1 %
Professional services
Apex Group Treasury, LLC(7)(13)First lien senior secured loanSR +3.75%07/2028$4,900 $4,733 $4,849 1.6 %
Apex Group Treasury, LLC(7)(13)First lien senior secured loanSR +5.00%07/20282,481 2,348 2,481 0.8 %
Arsenal AIC Parent, LLC (dba Arconic)(7)First lien senior secured loanSR +4.50%08/20303,000 2,970 2,991 1.0 %
Camelot U.S. Acquisition 1 Co.(6)First lien senior secured loanSR +3.00%10/20263,144 3,129 3,136 1.0 %
Corporation Service Company(6)First lien senior secured loanSR +3.25%11/20291,984 1,980 1,982 0.7 %
EM Midco2 Ltd. (dba Element Materials Technology)(7)First lien senior secured loanSR +4.25%06/20299,037 8,931 8,901 2.9 %
Genuine Financial Holdings, LLC(7)First lien senior secured loanSR +4.00%09/20307,238 7,129 7,166 2.4 %
Omnia Partners, LLC(7)First lien senior secured loanSR +4.25%07/20301,828 1,810 1,829 0.6 %
Omnia Partners, LLC(7)(14)First lien senior secured delayed draw term loanSR +4.25%01/2024— (2)— — %
Red Ventures, LLC(6)First lien senior secured loanSR +3.00%03/20303,980 3,942 3,947 1.3 %
Skopima Merger Sub Inc.(6)First lien senior secured loanSR +4.00%05/20284,962 4,735 4,825 1.6 %
Sovos Compliance, LLC(6)First lien senior secured loanSR +4.50%08/202810,467 10,158 10,286 3.4 %
Vistage Worldwide, Inc.(6)(13)First lien senior secured loanSR +5.25%07/20293,960 3,815 3,945 1.3 %
56,981 55,678 56,338 18.6 %
Specialty retail
Pilot Travel Centers LLC(6)First lien senior secured loanSR +2.00%08/2028$796 $791 $794 0.3 %
796 791 794 0.3 %
Telecommunications
Cable One, Inc.(6)First lien senior secured loanSR +2.00%05/2028$2,283 $2,280 $2,264 0.7 %
Ciena Corp.(6)First lien senior secured loanSR +2.50%01/20301,990 1,982 1,990 0.7 %
Cogeco Communications (USA) II L.P.(7)First lien senior secured loanSR +2.50%09/20282,977 2,964 2,898 1.0 %
Park Place Technologies, LLC(6)First lien senior secured loanSR +5.00%11/20279,687 9,258 9,518 3.1 %
Zayo Group Holdings, Inc.(6)First lien senior secured loanSR +4.33%03/20279,850 8,455 7,981 2.6 %
26,787 24,939 24,651 8.1 %
Transportation
Echo Global Logistics, Inc.(6)First lien senior secured loanSR +3.50%11/2028$1,141 $1,120 $1,100 0.4 %
Safe Fleet Holdings, LLC(6)First lien senior secured loanSR +3.75%02/20293,975 3,932 3,972 1.3 %
Uber Technologies, Inc.(7)First lien senior secured loanSR +2.75%03/20303,970 3,960 3,966 1.3 %
9,086 9,012 9,038 3.0 %
Total Debt Investments$953,942 $930,182 $937,763 310.0 %
Total Investments$953,942 $930,182 $937,763 310.0 %
_____________
1.(1)Certain portfolio company investments are subject to contractual restrictions on sales.
2.(2)Unless otherwise indicated, OCIC SLF’s investments are pledged as collateral supporting the amounts outstanding under OCIC SLF's SPV Asset Facilities.
3.(3)The amortized cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method.
4.(4)Unless otherwise indicated, all investments are considered Level 32 investments.
5.(5)Unless otherwise indicated, loan contains a variable rate structure, which 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), Secured Overnight Financing Rate (“SOFR” or “SR”) (which can include one-, three-, six- or twelve-month SOFR) 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.(6)The interest rate on these loans is subject to 1 month SOFR, which as of September 30, 2023 was 5.32%.
135


(7)The interest rate on these loans is subject to 3 month SOFR, which as of September 30, 2023 was 5.40%.
(8)The interest rate on these loans is subject to 6 month SOFR, which as of September 30, 2023 was 5.47%.
(9)The interest rate on these loans is subject to 1 month LIBOR, which as of JuneSeptember 30, 2023 was 5.22%5.43%.
128


7.(10)The interest rate on these loans is subject to 3 month LIBOR, which as of JuneSeptember 30, 2023 was 5.55%5.66%.
8.(11)The interest rate on these loans is subject to 6 month LIBOR, which as of JuneSeptember 30, 2023 was 5.76%5.90%.
9.(12)The interest rate on these loans is subject to 1 month SOFR,Prime, which as of JuneSeptember 30, 2023 was 5.14%8.50%.
10.The interest rate on these loans is subject to 3 month SOFR, which as of June 30, 2023 was 5.27%.
11.The interest rate on these loans is subject to 6 month SOFR, which as of June 30, 2023 was 5.39%.
12.(13)Level 3 investment.
13.(14)Position or portion thereof is an unfunded loan commitment.


Blue Owl Credit Income Senior Loan Fund's Portfolio as of December 31, 2022
($ in thousands)
Blue Owl Credit Income Senior Loan Fund's Portfolio as of December 31, 2022
($ in thousands)
Blue Owl Credit Income Senior Loan Fund's Portfolio as of December 31, 2022
($ in thousands)
Company(1)(2)(4)(5)Company(1)(2)(4)(5)InvestmentInterestMaturity
Date
Par /
Units
Amortized
Cost(3)
Fair
Value
Percentage of Members’ EquityCompany(1)(2)(4)(5)InvestmentInterestMaturity
Date
Par /
Units
Amortized
Cost(3)
Fair
Value
Percentage of Members’ Equity
Debt InvestmentsDebt InvestmentsDebt Investments
Aerospace and defenseAerospace and defenseAerospace and defense
Bleriot US Bidco Inc.(7)Bleriot US Bidco Inc.(7)First lien senior secured loanL +4.00%10/2026$5,273 $5,178 $5,207 3.2 %Bleriot US Bidco Inc.(7)First lien senior secured loanL +4.00%10/2026$5,273 $5,178 $5,207 3.2 %
Peraton Corp.(6)Peraton Corp.(6)First lien senior secured loanL +3.75%02/20287,571 7,290 7,382 4.6 %Peraton Corp.(6)First lien senior secured loanL +3.75%02/20287,571 7,290 7,382 4.6 %
Transdigm, Inc.(8)(11)Transdigm, Inc.(8)(11)First lien senior secured loanSR +3.25%02/20273,000 2,940 2,985 1.9 %Transdigm, Inc.(8)(11)First lien senior secured loanSR +3.25%02/20273,000 2,940 2,985 1.9 %
15,844 15,408 15,574 9.7 %15,844 15,408 15,574 9.7 %
AutomotiveAutomotiveAutomotive
PAI Holdco, Inc.(7)PAI Holdco, Inc.(7)First lien senior secured loanL +3.75%10/2027$4,950 $4,538 $4,356 2.7 %PAI Holdco, Inc.(7)First lien senior secured loanL +3.75%10/2027$4,950 $4,538 $4,356 2.7 %
4,950 4,538 4,356 2.7 %4,950 4,538 4,356 2.7 %
Buildings and real estateBuildings and real estateBuildings and real estate
Dodge Construction Network, LLC(10)Dodge Construction Network, LLC(10)First lien senior secured loanSR +4.75%02/2029$5,274 $4,917 $4,482 2.8 %Dodge Construction Network, LLC(10)First lien senior secured loanSR +4.75%02/2029$5,274 $4,917 $4,482 2.8 %
RealPage, Inc.(6)(11)RealPage, Inc.(6)(11)First lien senior secured loanL +3.00%04/202810,547 9,925 10,009 6.2 %RealPage, Inc.(6)(11)First lien senior secured loanL +3.00%04/202810,547 9,925 10,009 6.2 %
Wrench Group LLC(7)Wrench Group LLC(7)First lien senior secured loanL +4.00%04/20269,761 9,737 9,419 5.9 %Wrench Group LLC(7)First lien senior secured loanL +4.00%04/20269,761 9,737 9,419 5.9 %
25,582 24,579 23,910 14.9 %25,582 24,579 23,910 14.9 %
Business servicesBusiness servicesBusiness services
BrightView Landscapes, LLC(8)BrightView Landscapes, LLC(8)First lien senior secured loanSR +3.25%04/2029$10,547 $10,230 $10,125 6.3 %BrightView Landscapes, LLC(8)First lien senior secured loanSR +3.25%04/2029$10,547 $10,230 $10,125 6.3 %
Brown Group Holdings, LLC(9)(11)Brown Group Holdings, LLC(9)(11)First lien senior secured loanSR +3.75%07/20292,026 2,005 2,017 1.3 %Brown Group Holdings, LLC(9)(11)First lien senior secured loanSR +3.75%07/20292,026 2,005 2,017 1.3 %
ConnectWise, LLC(7)(11)ConnectWise, LLC(7)(11)First lien senior secured loanL +3.50%09/202810,547 9,961 9,996 6.2 %ConnectWise, LLC(7)(11)First lien senior secured loanL +3.50%09/202810,547 9,961 9,996 6.2 %
Packers Holdings, LLC(6)Packers Holdings, LLC(6)First lien senior secured loanL +3.25%03/20286,190 5,682 5,384 3.4 %Packers Holdings, LLC(6)First lien senior secured loanL +3.25%03/20286,190 5,682 5,384 3.4 %
Vistage Worldwide, Inc.(8)Vistage Worldwide, Inc.(8)First lien senior secured loanSR +5.25%07/20293,990 3,831 3,890 2.4 %Vistage Worldwide, Inc.(8)First lien senior secured loanSR +5.25%07/20293,990 3,831 3,890 2.4 %
33,300 31,709 31,412 19.6 %33,300 31,709 31,412 19.6 %
Capital marketsCapital marketsCapital markets
Guggenheim Partners Investment Management Holdings, LLC(9)Guggenheim Partners Investment Management Holdings, LLC(9)First lien senior secured loanSR +3.25%12/2029$5,000 $4,913 $4,913 3.1 %Guggenheim Partners Investment Management Holdings, LLC(9)First lien senior secured loanSR +3.25%12/2029$5,000 $4,913 $4,913 3.1 %
5,000 4,913 4,913 3.1 %5,000 4,913 4,913 3.1 %
ChemicalsChemicalsChemicals
Aruba Investments Holdings, LLC (dba Angus Chemical Company)(8)Aruba Investments Holdings, LLC (dba Angus Chemical Company)(8)First lien senior secured loanSR +4.75%11/2027$3,000 $2,794 $2,933 1.9 %Aruba Investments Holdings, LLC (dba Angus Chemical Company)(8)First lien senior secured loanSR +4.75%11/2027$3,000 $2,794 $2,933 1.9 %
Axalta Coating Systems US Holdings Inc.(9)(11)Axalta Coating Systems US Holdings Inc.(9)(11)First lien senior secured loanSR +3.00%12/20295,000 4,950 5,000 3.1 %Axalta Coating Systems US Holdings Inc.(9)(11)First lien senior secured loanSR +3.00%12/20295,000 4,950 5,000 3.1 %
Ineos US Finance LLC(9)Ineos US Finance LLC(9)First lien senior secured loanSR +3.75%11/20273,000 2,895 2,948 1.8 %Ineos US Finance LLC(9)First lien senior secured loanSR +3.75%11/20273,000 2,895 2,948 1.8 %
11,000 10,639 10,881 6.8 %11,000 10,639 10,881 6.8 %
Consumer productsConsumer productsConsumer products
Olaplex, Inc.(8)Olaplex, Inc.(8)First lien senior secured loanSR +3.50%02/2029$5,287 $4,905 $4,970 3.1 %Olaplex, Inc.(8)First lien senior secured loanSR +3.50%02/2029$5,287 $4,905 $4,970 3.1 %
5,287 4,905 4,970 3.1 %5,287 4,905 4,970 3.1 %
Containers and packagingContainers and packagingContainers and packaging
Berlin Packaging L.L.C.(7)(11)Berlin Packaging L.L.C.(7)(11)First lien senior secured loanL +3.75%03/2028$10,547 $10,102 $10,127 6.3 %Berlin Packaging L.L.C.(7)(11)First lien senior secured loanL +3.75%03/2028$10,547 $10,102 $10,127 6.3 %
BW Holding, Inc.(9)First lien senior secured loanSR +4.00%12/20287,767 7,637 7,146 4.5 %
129136


Blue Owl Credit Income Senior Loan Fund's Portfolio as of December 31, 2022
($ in thousands)
Blue Owl Credit Income Senior Loan Fund's Portfolio as of December 31, 2022
($ in thousands)
Blue Owl Credit Income Senior Loan Fund's Portfolio as of December 31, 2022
($ in thousands)
Company(1)(2)(4)(5)Company(1)(2)(4)(5)InvestmentInterestMaturity
Date
Par /
Units
Amortized
Cost(3)
Fair
Value
Percentage of Members’ EquityCompany(1)(2)(4)(5)InvestmentInterestMaturity
Date
Par /
Units
Amortized
Cost(3)
Fair
Value
Percentage of Members’ Equity
BW Holding, Inc.(9)BW Holding, Inc.(9)First lien senior secured loanSR +4.00%12/20287,767 7,637 7,146 4.5 %
Ring Container Technologies Group, LLC(6)Ring Container Technologies Group, LLC(6)First lien senior secured loanL +3.50%08/20289,762 9,585 9,616 6.0 %Ring Container Technologies Group, LLC(6)First lien senior secured loanL +3.50%08/20289,762 9,585 9,616 6.0 %
Tricorbraun Holdings, Inc.(6)(11)Tricorbraun Holdings, Inc.(6)(11)First lien senior secured loanL +3.25%03/202810,546 9,995 10,040 6.3 %Tricorbraun Holdings, Inc.(6)(11)First lien senior secured loanL +3.25%03/202810,546 9,995 10,040 6.3 %
Valcour Packaging, LLC(9)Valcour Packaging, LLC(9)First lien senior secured loanSR +3.75%10/20289,925 9,901 8,883 5.5 %Valcour Packaging, LLC(9)First lien senior secured loanSR +3.75%10/20289,925 9,901 8,883 5.5 %
48,547 47,220 45,812 28.6 %48,547 47,220 45,812 28.6 %
DistributionDistributionDistribution
BCPE Empire Holdings, Inc. (dba Imperial-Dade)(8)(11)BCPE Empire Holdings, Inc. (dba Imperial-Dade)(8)(11)First lien senior secured loanSR +4.63%06/2026$9,762 $9,434 $9,469 5.9 %BCPE Empire Holdings, Inc. (dba Imperial-Dade)(8)(11)First lien senior secured loanSR +4.63%06/2026$9,762 $9,434 $9,469 5.9 %
Dealer Tire, LLC(8)Dealer Tire, LLC(8)First lien senior secured loanSR +4.25%12/20273,959 3,888 3,900 2.4 %Dealer Tire, LLC(8)First lien senior secured loanSR +4.25%12/20273,959 3,888 3,900 2.4 %
SRS Distribution, Inc.(6)SRS Distribution, Inc.(6)First lien senior secured loanL +3.50%06/202810,573 9,839 10,097 6.3 %SRS Distribution, Inc.(6)First lien senior secured loanL +3.50%06/202810,573 9,839 10,097 6.3 %
White Cap Supply Holdings, LLC(8)(11)White Cap Supply Holdings, LLC(8)(11)First lien senior secured loanSR +3.75%10/202710,573 10,020 10,208 6.4 %White Cap Supply Holdings, LLC(8)(11)First lien senior secured loanSR +3.75%10/202710,573 10,020 10,208 6.4 %
34,867 33,181 33,674 21.0 %34,867 33,181 33,674 21.0 %
Diversified financial servicesDiversified financial servicesDiversified financial services
Focus Financial Partners, LLC(8)(11)Focus Financial Partners, LLC(8)(11)First lien senior secured loanSR +3.25%06/2028$4,988 $4,901 $4,921 3.1 %Focus Financial Partners, LLC(8)(11)First lien senior secured loanSR +3.25%06/2028$4,988 $4,901 $4,921 3.1 %
4,988 4,901 4,921 3.1 %4,988 4,901 4,921 3.1 %
EducationEducationEducation
Severin Acquisition, LLC (dba Powerschool)(8)Severin Acquisition, LLC (dba Powerschool)(8)First lien senior secured loanSR +3.00%08/2025$4,897 $4,807 $4,860 3.0 %Severin Acquisition, LLC (dba Powerschool)(8)First lien senior secured loanSR +3.00%08/2025$4,897 $4,807 $4,860 3.0 %
Sophia, L.P.(8)Sophia, L.P.(8)First lien senior secured loanSR +4.25%10/20279,762 9,739 9,738 6.1 %Sophia, L.P.(8)First lien senior secured loanSR +4.25%10/20279,762 9,739 9,738 6.1 %
14,659 14,546 14,598 9.1 %14,659 14,546 14,598 9.1 %
Energy equipment and servicesEnergy equipment and servicesEnergy equipment and services
AZZ Inc.(9)AZZ Inc.(9)First lien senior secured loanSR +4.25%05/2029$7,950 $7,882 $7,950 5.0 %AZZ Inc.(9)First lien senior secured loanSR +4.25%05/2029$7,950 $7,882 $7,950 5.0 %
Brookfield WEC Holdings Inc.(8)(11)Brookfield WEC Holdings Inc.(8)(11)First lien senior secured loanSR +3.75%08/20253,491 3,465 3,473 2.1 %Brookfield WEC Holdings Inc.(8)(11)First lien senior secured loanSR +3.75%08/20253,491 3,465 3,473 2.1 %
Pike Corp.(6)(11)Pike Corp.(6)(11)First lien senior secured loanL +3.00%01/20289,800 9,607 9,651 6.0 %Pike Corp.(6)(11)First lien senior secured loanL +3.00%01/20289,800 9,607 9,651 6.0 %
21,241 20,954 21,074 13.1 %21,241 20,954 21,074 13.1 %
Financial servicesFinancial servicesFinancial services
Acuris Finance US, Inc. (ION Analytics) (9)(11)Acuris Finance US, Inc. (ION Analytics) (9)(11)First lien senior secured loanSR +4.00%02/2028$4,500 $4,396 $4,416 2.8 %Acuris Finance US, Inc. (ION Analytics) (9)(11)First lien senior secured loanSR +4.00%02/2028$4,500 $4,396 $4,416 2.8 %
AllSpring Buyer(9)AllSpring Buyer(9)First lien senior secured loanSR +4.00%11/20284,988 4,921 4,925 3.1 %AllSpring Buyer(9)First lien senior secured loanSR +4.00%11/20284,988 4,921 4,925 3.1 %
Deerfield Dakota Holding, LLC(8)(11)Deerfield Dakota Holding, LLC(8)(11)First lien senior secured loanSR +3.75%04/20275,910 5,597 5,509 3.4 %Deerfield Dakota Holding, LLC(8)(11)First lien senior secured loanSR +3.75%04/20275,910 5,597 5,509 3.4 %
15,398 14,914 14,850 9.3 %15,398 14,914 14,850 9.3 %
Food and beverageFood and beverageFood and beverage
Eagle Parent Corp.(9)(11)Eagle Parent Corp.(9)(11)First lien senior secured loanSR +4.25%04/2029$2,722 $2,674 $2,668 1.7 %Eagle Parent Corp.(9)(11)First lien senior secured loanSR +4.25%04/2029$2,722 $2,674 $2,668 1.7 %
Naked Juice LLC (dba Tropicana)(9)(11)Naked Juice LLC (dba Tropicana)(9)(11)First lien senior secured loanSR +3.25%01/202910,573 9,668 9,430 5.9 %Naked Juice LLC (dba Tropicana)(9)(11)First lien senior secured loanSR +3.25%01/202910,573 9,668 9,430 5.9 %
Nomad Foods Europe Midco Ltd.(8)(11)Nomad Foods Europe Midco Ltd.(8)(11)First lien senior secured loanSR +3.75%11/20295,000 4,801 4,979 3.1 %Nomad Foods Europe Midco Ltd.(8)(11)First lien senior secured loanSR +3.75%11/20295,000 4,801 4,979 3.1 %
Pegasus BidCo B.V.(9)Pegasus BidCo B.V.(9)First lien senior secured loanSR +4.25%07/20294,500 4,306 4,354 2.7 %Pegasus BidCo B.V.(9)First lien senior secured loanSR +4.25%07/20294,500 4,306 4,354 2.7 %
Shearer’s Foods, LLC(6)(11)Shearer’s Foods, LLC(6)(11)First lien senior secured loanL +3.50%09/20278,807 8,196 8,376 5.2 %Shearer’s Foods, LLC(6)(11)First lien senior secured loanL +3.50%09/20278,807 8,196 8,376 5.2 %
31,602 29,645 29,807 18.6 %31,602 29,645 29,807 18.6 %
Healthcare equipment and servicesHealthcare equipment and servicesHealthcare equipment and services
Confluent Medical Technologies, Inc.(9)Confluent Medical Technologies, Inc.(9)First lien senior secured loanSR +3.75%02/2029$9,762 $9,620 $9,250 5.8 %Confluent Medical Technologies, Inc.(9)First lien senior secured loanSR +3.75%02/2029$9,762 $9,620 $9,250 5.8 %
Dermatology Intermediate Holdings III, Inc(8)Dermatology Intermediate Holdings III, Inc(8)First lien senior secured loanSR +4.25%03/20299,950 9,829 9,751 6.1 %Dermatology Intermediate Holdings III, Inc(8)First lien senior secured loanSR +4.25%03/20299,950 9,829 9,751 6.1 %
Dermatology Intermediate Holdings III, Inc(8)(12)First lien senior secured delayed draw term loanSR +4.25%03/20291,629 1,618 1,596 1.0 %
Medline Borrower, LP(6)(11)First lien senior secured loanL +3.25%10/20286,327 5,831 6,005 3.7 %
130137


Blue Owl Credit Income Senior Loan Fund's Portfolio as of December 31, 2022
($ in thousands)
Blue Owl Credit Income Senior Loan Fund's Portfolio as of December 31, 2022
($ in thousands)
Blue Owl Credit Income Senior Loan Fund's Portfolio as of December 31, 2022
($ in thousands)
Company(1)(2)(4)(5)Company(1)(2)(4)(5)InvestmentInterestMaturity
Date
Par /
Units
Amortized
Cost(3)
Fair
Value
Percentage of Members’ EquityCompany(1)(2)(4)(5)InvestmentInterestMaturity
Date
Par /
Units
Amortized
Cost(3)
Fair
Value
Percentage of Members’ Equity
Dermatology Intermediate Holdings III, Inc(8)(12)Dermatology Intermediate Holdings III, Inc(8)(12)First lien senior secured delayed draw term loanSR +4.25%03/20291,629 1,618 1,596 1.0 %
Medline Borrower, LP(6)(11)Medline Borrower, LP(6)(11)First lien senior secured loanL +3.25%10/20286,327 5,831 6,005 3.7 %
MJH Healthcare Holdings, LLC(8)MJH Healthcare Holdings, LLC(8)First lien senior secured loanSR +3.50%01/20293,831 3,767 3,678 2.3 %MJH Healthcare Holdings, LLC(8)First lien senior secured loanSR +3.50%01/20293,831 3,767 3,678 2.3 %
Natus Medical Inc.(10)Natus Medical Inc.(10)First lien senior secured loanSR +5.50%07/20294,500 4,191 4,207 2.6 %Natus Medical Inc.(10)First lien senior secured loanSR +5.50%07/20294,500 4,191 4,207 2.6 %
35,999 34,856 34,487 21.5 %35,999 34,856 34,487 21.5 %
Healthcare providers and servicesHealthcare providers and servicesHealthcare providers and services
Covetrus, Inc.(9)(11)Covetrus, Inc.(9)(11)First lien senior secured loanSR +5.00%10/2029$9,500 $8,940 $8,878 5.5 %Covetrus, Inc.(9)(11)First lien senior secured loanSR +5.00%10/2029$9,500 $8,940 $8,878 5.5 %
Pediatric Associates Holding Company, LLC(6)Pediatric Associates Holding Company, LLC(6)First lien senior secured loanL +3.25%12/20283,422 3,356 3,242 2.0 %Pediatric Associates Holding Company, LLC(6)First lien senior secured loanL +3.25%12/20283,422 3,356 3,242 2.0 %
Phoenix Newco, Inc. (dba Parexel)(6)(11)Phoenix Newco, Inc. (dba Parexel)(6)(11)First lien senior secured loanL +3.25%11/20287,444 7,170 7,156 4.5 %Phoenix Newco, Inc. (dba Parexel)(6)(11)First lien senior secured loanL +3.25%11/20287,444 7,170 7,156 4.5 %
Physician Partners, LLC(8)(11)Physician Partners, LLC(8)(11)First lien senior secured loanSR +4.00%12/20289,950 9,407 9,457 5.9 %Physician Partners, LLC(8)(11)First lien senior secured loanSR +4.00%12/20289,950 9,407 9,457 5.9 %
Premise Health Holding(9)Premise Health Holding(9)First lien senior secured loanSR +4.75%07/20253,234 3,197 3,193 2.0 %Premise Health Holding(9)First lien senior secured loanSR +4.75%07/20253,234 3,197 3,193 2.0 %
33,550 32,070 31,926 19.9 %33,550 32,070 31,926 19.9 %
Healthcare technologyHealthcare technologyHealthcare technology
Athenahealth Group Inc.(8)(11)Athenahealth Group Inc.(8)(11)First lien senior secured loanSR +3.50%02/2029$9,403 $8,636 $8,466 5.3 %Athenahealth Group Inc.(8)(11)First lien senior secured loanSR +3.50%02/2029$9,403 $8,636 $8,466 5.3 %
Athenahealth Group Inc.(8)(11)(12)Athenahealth Group Inc.(8)(11)(12)First lien senior secured delayed draw term loanSR +3.50%02/2029— (112)(109)(0.1)%Athenahealth Group Inc.(8)(11)(12)First lien senior secured delayed draw term loanSR +3.50%02/2029— (112)(109)(0.1)%
Imprivata, Inc.(8)Imprivata, Inc.(8)First lien senior secured loanSR +4.25%12/20279,762 9,583 9,396 5.9 %Imprivata, Inc.(8)First lien senior secured loanSR +4.25%12/20279,762 9,583 9,396 5.9 %
Verscend Holding Corp.(6)Verscend Holding Corp.(6)First lien senior secured loanL +4.00%08/20259,944 9,821 9,870 6.1 %Verscend Holding Corp.(6)First lien senior secured loanL +4.00%08/20259,944 9,821 9,870 6.1 %
29,109 27,928 27,623 17.2 %29,109 27,928 27,623 17.2 %
Infrastructure and environmental servicesInfrastructure and environmental servicesInfrastructure and environmental services
Osmose Utilities Services, Inc.(6)Osmose Utilities Services, Inc.(6)First lien senior secured loanL +3.25%06/2028$9,762 $9,052 $9,249 5.8 %Osmose Utilities Services, Inc.(6)First lien senior secured loanL +3.25%06/2028$9,762 $9,052 $9,249 5.8 %
USIC Holdings, Inc.(6)(11)USIC Holdings, Inc.(6)(11)First lien senior secured loanL +3.50%05/20282,977 2,831 2,837 1.7 %USIC Holdings, Inc.(6)(11)First lien senior secured loanL +3.50%05/20282,977 2,831 2,837 1.7 %
12,739 11,883 12,086 7.5 %12,739 11,883 12,086 7.5 %
InsuranceInsuranceInsurance
Acrisure, LLC(9)Acrisure, LLC(9)First lien senior secured loanSR +5.75%02/2027$6,500 $6,182 $6,435 4.1 %Acrisure, LLC(9)First lien senior secured loanSR +5.75%02/2027$6,500 $6,182 $6,435 4.1 %
AssuredPartners, Inc.(8)AssuredPartners, Inc.(8)First lien senior secured loanSR +4.25%02/20274,988 4,814 4,875 3.0 %AssuredPartners, Inc.(8)First lien senior secured loanSR +4.25%02/20274,988 4,814 4,875 3.0 %
Hub International Limited(7)(11)Hub International Limited(7)(11)First lien senior secured loanL +3.25%04/20259,924 9,756 9,823 6.1 %Hub International Limited(7)(11)First lien senior secured loanL +3.25%04/20259,924 9,756 9,823 6.1 %
21,412 20,752 21,133 13.2 %21,412 20,752 21,133 13.2 %
Internet software and servicesInternet software and servicesInternet software and services
Barracuda Parent, LLC(8)Barracuda Parent, LLC(8)First lien senior secured loanSR +4.50%08/2029$10,600 $10,141 $10,203 6.3 %Barracuda Parent, LLC(8)First lien senior secured loanSR +4.50%08/2029$10,600 $10,141 $10,203 6.3 %
CDK Global, Inc.(9)(11)CDK Global, Inc.(9)(11)First lien senior secured loanSR +4.50%07/202910,600 10,366 10,492 6.5 %CDK Global, Inc.(9)(11)First lien senior secured loanSR +4.50%07/202910,600 10,366 10,492 6.5 %
Delta TopCo, Inc. (dba Infoblox, Inc.)(9)(11)Delta TopCo, Inc. (dba Infoblox, Inc.)(9)(11)First lien senior secured loanSR +3.75%12/202710,573 9,666 9,741 6.1 %Delta TopCo, Inc. (dba Infoblox, Inc.)(9)(11)First lien senior secured loanSR +3.75%12/202710,573 9,666 9,741 6.1 %
E2open, LLC(6)(11)E2open, LLC(6)(11)First lien senior secured loanL +3.50%02/20283,868 3,756 3,793 2.4 %E2open, LLC(6)(11)First lien senior secured loanL +3.50%02/20283,868 3,756 3,793 2.4 %
Hyland Software, Inc.(6)(11)Hyland Software, Inc.(6)(11)First lien senior secured loanL +3.50%07/20249,948 9,732 9,802 6.1 %Hyland Software, Inc.(6)(11)First lien senior secured loanL +3.50%07/20249,948 9,732 9,802 6.1 %
Sophos Holdings, LLC(7)Sophos Holdings, LLC(7)First lien senior secured loanL +3.50%03/202710,546 10,319 10,203 6.4 %Sophos Holdings, LLC(7)First lien senior secured loanL +3.50%03/202710,546 10,319 10,203 6.4 %
56,135 53,980 54,234 33.8 %56,135 53,980 54,234 33.8 %
Leisure and entertainmentLeisure and entertainmentLeisure and entertainment
Delta 2 (Lux) SARL (dba Formula One)(8)Delta 2 (Lux) SARL (dba Formula One)(8)First lien senior secured loanSR +3.25%01/2030$3,000 $2,970 $2,993 1.8 %Delta 2 (Lux) SARL (dba Formula One)(8)First lien senior secured loanSR +3.25%01/2030$3,000 $2,970 $2,993 1.8 %
WMG Acquisition Corp.(8)(11)First lien senior secured loanSR +3.00%01/20284,000 3,922 3,953 2.5 %
7,000 6,892 6,946 4.3 %
Manufacturing
131138


Blue Owl Credit Income Senior Loan Fund's Portfolio as of December 31, 2022
($ in thousands)
Blue Owl Credit Income Senior Loan Fund's Portfolio as of December 31, 2022
($ in thousands)
Blue Owl Credit Income Senior Loan Fund's Portfolio as of December 31, 2022
($ in thousands)
Company(1)(2)(4)(5)Company(1)(2)(4)(5)InvestmentInterestMaturity
Date
Par /
Units
Amortized
Cost(3)
Fair
Value
Percentage of Members’ EquityCompany(1)(2)(4)(5)InvestmentInterestMaturity
Date
Par /
Units
Amortized
Cost(3)
Fair
Value
Percentage of Members’ Equity
WMG Acquisition Corp.(8)(11)WMG Acquisition Corp.(8)(11)First lien senior secured loanSR +3.00%01/20284,000 3,922 3,953 2.5 %
7,000 6,892 6,946 4.3 %
ManufacturingManufacturing
DXP Enterprises, Inc.(10)DXP Enterprises, Inc.(10)First lien senior secured loanSR +5.25%12/2027$4,987 $4,717 $4,738 3.0 %DXP Enterprises, Inc.(10)First lien senior secured loanSR +5.25%12/2027$4,987 $4,717 $4,738 3.0 %
Gates Global LLC(8)(11)Gates Global LLC(8)(11)First lien senior secured loanSR +3.50%11/20291,995 1,936 1,978 1.2 %Gates Global LLC(8)(11)First lien senior secured loanSR +3.50%11/20291,995 1,936 1,978 1.2 %
Pro Mach Group, Inc.(6)(11)Pro Mach Group, Inc.(6)(11)First lien senior secured loanL +4.00%08/202810,547 10,282 10,241 6.4 %Pro Mach Group, Inc.(6)(11)First lien senior secured loanL +4.00%08/202810,547 10,282 10,241 6.4 %
Pro Mach Group, Inc.(9)Pro Mach Group, Inc.(9)First lien senior secured loanSR +5.00%08/20284,000 3,800 3,884 2.4 %Pro Mach Group, Inc.(9)First lien senior secured loanSR +5.00%08/20284,000 3,800 3,884 2.4 %
21,529 20,735 20,841 13.0 %21,529 20,735 20,841 13.0 %
Professional servicesProfessional servicesProfessional services
Apex Group Treasury, LLC(9)Apex Group Treasury, LLC(9)First lien senior secured loanSR +5.00%07/2028$2,500 $2,350 $2,400 1.5 %Apex Group Treasury, LLC(9)First lien senior secured loanSR +5.00%07/2028$2,500 $2,350 $2,400 1.5 %
Apex Group Treasury, LLC(7)(11)Apex Group Treasury, LLC(7)(11)First lien senior secured loanL +3.75%07/20284,938 4,748 4,691 2.9 %Apex Group Treasury, LLC(7)(11)First lien senior secured loanL +3.75%07/20284,938 4,748 4,691 2.9 %
EM Midco2 Ltd. (dba Element Materials Technology)(9)EM Midco2 Ltd. (dba Element Materials Technology)(9)First lien senior secured loanSR +4.25%06/20292,053 1,988 2,012 1.3 %EM Midco2 Ltd. (dba Element Materials Technology)(9)First lien senior secured loanSR +4.25%06/20292,053 1,988 2,012 1.3 %
Sovos Compliance, LLC(9)Sovos Compliance, LLC(9)First lien senior secured loanSR +4.50%08/202810,547 10,200 9,703 6.0 %Sovos Compliance, LLC(9)First lien senior secured loanSR +4.50%08/202810,547 10,200 9,703 6.0 %
20,038 19,286 18,806 11.7 %20,038 19,286 18,806 11.7 %
TelecommunicationsTelecommunicationsTelecommunications
Park Place Technologies, LLC(8)(11)Park Place Technologies, LLC(8)(11)First lien senior secured loanSR +5.00%11/2027$9,762 $9,268 $9,172 5.7 %Park Place Technologies, LLC(8)(11)First lien senior secured loanSR +5.00%11/2027$9,762 $9,268 $9,172 5.7 %
Zayo Group Holdings, Inc.(8)(11)Zayo Group Holdings, Inc.(8)(11)First lien senior secured loanSR +4.25%03/20279,925 8,294 8,196 5.1 %Zayo Group Holdings, Inc.(8)(11)First lien senior secured loanSR +4.25%03/20279,925 8,294 8,196 5.1 %
19,687 17,562 17,368 10.8 %19,687 17,562 17,368 10.8 %
Total Debt InvestmentsTotal Debt Investments$529,463 $507,996 $506,202 315.6 %Total Debt Investments$529,463 $507,996 $506,202 315.6 %
Total InvestmentsTotal Investments$529,463 $507,996 $506,202 315.6 %Total Investments$529,463 $507,996 $506,202 315.6 %
_____________
1.(1)Certain portfolio company investments are subject to contractual restrictions on sales.
2.(2)Unless otherwise indicated, OCIC SLF's investments are pledged as collateral supporting the amounts outstanding under OCIC SLF's SPV Asset Facilities.
3.(3)The amortized cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method.
4.(4)Unless otherwise indicated, all investments are considered Level 3 investments.
5.(5)Unless otherwise indicated, loan contains a variable rate structure, which 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), Secured Overnight Financing Rate (“SOFR” or “SR”) (which can include one-, three-, six- or twelve-month SOFR) 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.(6)The interest rate on these loans is subject to 1 month LIBOR, which as of December 31, 2022 was 4.39%.
7.(7)The interest rate on these loans is subject to 3 month LIBOR, which as of December 31, 2022 was 4.77%.
8.(8)The interest rate on these loans is subject to 1 month SOFR, which as of December 31, 2022 was 4.36%.
9.(9)The interest rate on these loans is subject to 3 month SOFR, which as of December 31, 2022 was 4.59%.
10.(10)The interest rate on these loans is subject to 6 month SOFR, which as of December 31, 2022 was 4.78%.
11.(11)Level 2 investment.
12.(12)Position or portion thereof is an unfunded loan commitment.

Below is selected balance sheet information for OCIC SLF as of the following periods:
132139


($ in thousands)($ in thousands)June 30, 2023
(Unaudited)
December 31, 2022($ in thousands)September 30, 2023
(Unaudited)
December 31, 2022
AssetsAssetsAssets
Investments at fair value (amortized cost of $786,298 and $507,996, respectively)$789,823 $506,202 
Investments at fair value (amortized cost of $930,182 and $507,996, respectively)Investments at fair value (amortized cost of $930,182 and $507,996, respectively)$937,763 $506,202 
CashCash17,288 15,237 Cash103,929 15,237 
Interest receivableInterest receivable2,373 2,202 Interest receivable5,148 2,202 
Receivable due on investments soldReceivable due on investments sold— 4,622 Receivable due on investments sold9,903 4,622 
Prepaid expenses and other assetsPrepaid expenses and other assets151 Prepaid expenses and other assets662 151 
Total AssetsTotal Assets$809,485 $528,414 Total Assets$1,057,405 $528,414 
LiabilitiesLiabilitiesLiabilities
Debt (net of unamortized debt issuance costs of $4,082 and $3,509, respectively)$499,139 $343,035 
Debt (net of unamortized debt issuance costs of $6,125 and $3,509, respectively)Debt (net of unamortized debt issuance costs of $6,125 and $3,509, respectively)$678,714 $343,035 
Payable for investments purchasedPayable for investments purchased40,460 13,958 Payable for investments purchased64,180 13,958 
Interest payableInterest payable1,417 1,522 Interest payable1,280 1,522 
Return of capital payableReturn of capital payable— 4,489 Return of capital payable— 4,489 
Distribution payableDistribution payable9,455 3,624 Distribution payable9,943 3,624 
Accrued expenses and other liabilitiesAccrued expenses and other liabilities466 1,337 Accrued expenses and other liabilities688 1,337 
Total LiabilitiesTotal Liabilities$550,937 $367,965 Total Liabilities$754,805 $367,965 
Members’ EquityMembers’ EquityMembers’ Equity
Members’ EquityMembers’ Equity258,548 160,449 Members’ Equity302,600 160,449 
Total Members’ EquityTotal Members’ Equity258,548 160,449 Total Members’ Equity302,600 160,449 
Total Liabilities and Members’ EquityTotal Liabilities and Members’ Equity$809,485 $528,414 Total Liabilities and Members’ Equity$1,057,405 $528,414 
Below is selected statement of operations information for OCIC SLF for the following periods:
($ in thousands)($ in thousands)For the Three Months Ended June 30, 2023 (Unaudited)For the Six Months Ended June 30, 2023 (Unaudited)($ in thousands)For the Three Months Ended September 30, 2023 (Unaudited)For the Nine Months Ended September 30, 2023 (Unaudited)
Investment IncomeInvestment IncomeInvestment Income
Interest incomeInterest income$17,609 $30,790 Interest income$21,115 $51,905 
Total Investment IncomeTotal Investment Income17,609 30,790 Total Investment Income21,115 51,905 
Operating ExpensesOperating ExpensesOperating Expenses
Interest expenseInterest expense$7,824 $13,718 Interest expense$10,027 $23,745 
Professional feesProfessional fees170 360 Professional fees699 1,059 
Other general and administrativeOther general and administrative146 275 Other general and administrative178 453 
Total Operating ExpensesTotal Operating Expenses8,140 14,353 Total Operating Expenses10,904 25,257 
Net Investment IncomeNet Investment Income$9,469 $16,437 Net Investment Income$10,211 $26,648 
Net Realized and Change in Unrealized Gain (Loss) on InvestmentsNet Realized and Change in Unrealized Gain (Loss) on InvestmentsNet Realized and Change in Unrealized Gain (Loss) on Investments
Net change in unrealized gain (loss) on investmentsNet change in unrealized gain (loss) on investments1,656 5,319 Net change in unrealized gain (loss) on investments4,056 9,375 
Net realized gain (loss) on investmentsNet realized gain (loss) on investments16 Net realized gain (loss) on investments(272)(256)
Total Net Realized and Change in Unrealized Gain (Loss) on InvestmentsTotal Net Realized and Change in Unrealized Gain (Loss) on Investments1,658 5,335 Total Net Realized and Change in Unrealized Gain (Loss) on Investments3,784 9,119 
Net Increase in Members’ Equity Resulting from OperationsNet Increase in Members’ Equity Resulting from Operations$11,127 $21,772 Net Increase in Members’ Equity Resulting from Operations$13,995 $35,767 

On August 24, 2022, ORCIC JV WH LLC, a Delaware limited liability company and wholly-owned subsidiary of OCIC SLF, entered into a $400 million credit facility among the lenders party thereto, Bank of America, N.A., as administrative agent and BofA Securities, Inc., as sole lead arranger and sole book manager.manager (the “Bank of America Facility”). The maturity date of the credit facility is August 25, 2025. As of June 30, 2023, there was $343.6 million outstanding under the credit facility.

On October 14, 2022, ORCIC JV WH II LLC, a Delaware limited liability company and wholly-owned subsidiary of OCIC SLF, entered into an up to $500 million revolving loan facility among the lenders party thereto, and Royal Bank of Canada. The maturity date of the credit facility is October 14, 2032. As of JuneSeptember 30, 2023, there was $159.6$195.8 million outstanding under the credit facility.

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On June 30, 2023, ORCIC JV WH III LLC, a Delaware limited liability company and wholly-owned subsidiary of OCIC SLF, entered into an up to $200 million revolving loan facility among the lenders party thereto, and Wells Fargo Bank, N.A. The maturity date of the credit facility is June 30, 2026. As of JuneSeptember 30, 2023, there were no outstanding borrowings under the credit facility.

On August 8, 2023, OCIC JV WH IV Ltd., an exempt company based in the Cayman Islands and wholly-owned subsidiary of OCIC SLF, joined into the Bank of America Facility. The maturity date of the credit facility is August 25, 2025. The maturity date of the credit facility is August 25, 2025. As of September 30, 2023, there was $5.5 million outstanding under the credit facility.

On September 21, 2023, ORCIC JV WH LLC merged with Wise CLO 2023-1 Ltd., a private company incorporated and existing under the laws of Jersey, with Wise CLO 2023-1 Ltd. as the surviving entity. The merger was undertaken in order for Wise CLO 2023-1 Ltd. to act as the issuer in a collateralized loan obligation transaction (the “Wise 1 CLO”) using the financial assets previously acquired by it as the collateral underpinning the Wise 1 CLO transaction. On September 21, 2023, Wise CLO 2023-1 Ltd., as issuer, and Wise CLO 2023-1 LLC, a Delaware limited liability company and wholly-owned subsidiary of Wise CLO 2023-1 Ltd., as co-issuer, closed the Wise 1 CLO transaction and issued $195.0 million of Class A Notes, $46.3 million of Class B-1 Notes, $14.5 million of Class B-2 Notes, $29.3 million of Class C Notes, and $97.0 million of Subordinated Notes pursuant to an Indenture dated September 21, 2023 among Wise CLO 2023-1 Ltd., as issuer, Wise CLO 2023-1 LLC, as co-issuer, and U.S. Bank Trust Company, National Association as trustee. Additionally, Wise CLO 2023-1 Ltd. and Wise CLO 2023-1 LLC incurred $75.0 million in Class A Loans pursuant to a Credit Agreement dated September 21, 2023 among Wise CLO 2023-1 Ltd., as issuer, Wise CLO 2023-1 LLC, as co-issuer, the lenders party thereto and U.S. Bank Trust Company, National Association as loan agent and collateral trustee. The notes issued and loans incurred as part of the Wise CLO 1 transaction have a stated maturity of October 2036.
The below table represents the components of interest expense for the following periods:
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($ in thousands)($ in thousands)For the Three Months Ended June 30, 2023 (Unaudited)For the Six Months Ended June 30, 2023 (Unaudited)($ in thousands)For the Three Months Ended September 30, 2023 (Unaudited)For the Nine Months Ended September 30, 2023 (Unaudited)
Interest expenseInterest expense$7,584 $13,241 Interest expense$9,693 $22,934 
Amortization of debt issuance costsAmortization of debt issuance costs240 477 Amortization of debt issuance costs334 811 
Total Interest ExpenseTotal Interest Expense$7,824 $13,718 Total Interest Expense$10,027 $23,745 
Average interest rate(1)
Average interest rate(1)
6.7 %6.5 %
Average interest rate(1)
6.9 %6.7 %
Average daily borrowingsAverage daily borrowings$456,307 $412,160 Average daily borrowings$551,301 $459,050 
(1)Average interest rate is annualized.



Results of Operations

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

For the Three Months Ended June 30,For the Six Months Ended June 30,For the Three Months Ended September 30,For the Nine Months Ended September 30,
($ in thousands)($ in thousands)2023202220232022($ in thousands)2023202220232022
Total Investment IncomeTotal Investment Income$364,195 $128,921 $669,607 $199,066 Total Investment Income$408,781 $205,219 $1,078,388 $404,285 
Less: Net Operating ExpensesLess: Net Operating Expenses171,195 59,848 310,937 87,402 Less: Net Operating Expenses193,155 99,202 504,092 186,604 
Net Investment Income (Loss) Before TaxesNet Investment Income (Loss) Before Taxes193,000 69,073 358,670 111,664 Net Investment Income (Loss) Before Taxes215,626 106,017 574,296 217,681 
Less: Income taxes, including excise taxesLess: Income taxes, including excise taxes1,407 — 1,502 — Less: Income taxes, including excise taxes1,027 2,529 
Net Investment Income (Loss) After TaxesNet Investment Income (Loss) After Taxes191,593 69,073 357,168 111,664 Net Investment Income (Loss) After Taxes214,599 106,013 571,767 217,677 
Net realized gain (loss)Net realized gain (loss)(2,661)131 (7,238)568 Net realized gain (loss)(2,144)(182)(9,382)386 
Net change in unrealized gain (loss)Net change in unrealized gain (loss)14,223 (168,930)78,258 (192,387)Net change in unrealized gain (loss)52,954 47,040 131,212 (145,347)
Net Increase (Decrease) in Net Assets Resulting from OperationsNet Increase (Decrease) in Net Assets Resulting from Operations$203,155 $(99,726)$428,188 $(80,155)Net Increase (Decrease) in Net Assets Resulting from Operations$265,409 $152,871 $693,597 $72,716 

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.

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Investment Income

The following table represents investment income for the following periods:

For the Three Months Ended June 30,For the Six Months Ended June 30,For the Three Months Ended September 30,For the Nine Months Ended September 30,
($ in thousands)($ in thousands)2023202220232022($ in thousands)2023202220232022
Investment income from non-controlled, non-affiliated investments:
Investment incomeInvestment income
Interest incomeInterest income$310,981 $110,034 $574,243 $170,448 Interest income$357,354 $174,782 $931,597 $345,230 
PIK interest incomePIK interest income17,885 7,195 32,962 12,171 PIK interest income18,951 12,198 51,913 24,369 
Dividend incomeDividend income4,132 — 4,132 — Dividend income12,752 — 33,335 — 
PIK dividend incomePIK dividend income16,432 5,777 34,402 8,663 PIK dividend income16,729 13,166 51,131 21,829 
Other incomeOther income4,411 5,915 7,417 7,784 Other income2,995 5,073 10,412 12,857 
Total investment income from non-controlled, non-affiliated investments353,841 128,921 653,156 199,066 
Investment income from non-controlled, affiliated investments:
Dividend income333 — 333 — 
Total investment income from non-controlled, affiliated investments333 — 333 — 
Investment income from controlled, affiliated investments:
Dividend income10,021 — 16,118 — 
Total investment income from controlled, affiliated investments10,021 — 16,118 — 
Total Investment IncomeTotal Investment Income$364,195 $128,921 $669,607 $199,066 Total Investment Income$408,781 $205,219 $1,078,388 $404,285 

For the Three Months ended JuneSeptember 30, 2023 and 2022

Investment income increased to $364.2$408.8 million for the three months ended JuneSeptember 30, 2023 from $128.9$205.2 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 $8.2$10.2 billion as of JuneSeptember 30, 2022 to $12.1$13.2 billion as of JuneSeptember 30, 2023. Included in interest income are other fees such as prepayment fees and accelerated amortization of upfront fees from unscheduled paydowns.paydowns which are non-recurring in nature. There was no income generated from these fees for the three months ended September 30, 2022. Income generated from these fees was $1.5$2.4 million for the three months ended JuneSeptember 30, 2023 and $0.2 million for the three months ended June 30, 2022. While these fees are non-recurring in nature, we expect repayments to increase when the interest rate environment stabilizes. PIK interest and dividend income increased period-over-period primarily as a result of adding new investments with contractual PIK income to our portfolio.2023. For the three months ended JuneSeptember 30, 2023 and 2022, PIK interestincome represented approximately 8.7% and dividend income earned was $34.3 million, representing approximately 9.4%12.4% of total investment income. For the three months ended June 30, 2022, PIK interest and dividend income, earned was $13.0 million, representing 10.1% of total investment income.respectively. Other income increaseddecreased period-over-period due to an increasea decrease 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 SixNine Months ended JuneSeptember 30, 2023 and 2022

Investment income increased to $669.6$1,078.4 million for the sixnine months ended JuneSeptember 30, 2023 from $199.1$404.3 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 $8.2$10.2 billion as of JuneSeptember 30, 2022 to $12.1$13.2 billion as of JuneSeptember 30, 2023.2023, as well as an increase in the base rates charged on our floating rate debt investments. Included in interest income are other fees such as prepayment fees and accelerated amortization of upfront fees from unscheduled paydowns.paydowns which are non-recurring in nature. Income generated from these fees was $1.6$4.0 million for the sixnine months ended JuneSeptember 30, 2023 and $0.6 million for the sixnine months ended JuneSeptember 30, 2022. While these fees are non-recurring in nature, we expect repayments to increase whenFor the interest rate environment stabilizes. PIK interestnine months ended September 30, 2023 and dividend income increased period-over-period primarily as a result of adding new investments with contractual2022, PIK income to our portfolio. For the six months ended June 30, 2023, PIK interestrepresented approximately 9.6% and dividend income earned was $67.4 million, representing approximately 10.1%11.4% of total investment income. For the six months ended June 30, 2022, PIK interest and dividend income, earned was $20.8 million, representing 10.4% of total investment income.respectively. Other income increaseddecreased period-over-period due to an increasea decrease in incremental fee income, which are fees that are generally available to us as a result of closing investments and generally paid at the time of closing. We expect that investment income will vary based on a variety of factors including the pace of our originations and repayments.
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Expenses

The following table represents expenses for the following periods:
For the Three Months Ended June 30,For the Six Months Ended June 30,For the Three Months Ended September 30,For the Nine Months Ended September 30,
($ in thousands)($ in thousands)2023202220232022($ in thousands)2023202220232022
Offering costsOffering costs$324 $1,179 $937 $2,350 Offering costs$1,156 $1,090 $2,093 $3,440 
Interest expenseInterest expense114,551 36,110 204,146 51,481 Interest expense127,342 61,773 331,488 113,254 
Management feesManagement fees18,855 9,348 35,796 14,898 Management fees21,466 12,672 57,262 27,570 
Performance based incentive feesPerformance based incentive fees27,571 9,483 51,247 14,347 Performance based incentive fees30,803 15,142 82,050 29,489 
Professional feesProfessional fees3,146 2,053 5,914 3,334 Professional fees4,416 2,916 10,330 6,250 
Directors' feesDirectors' fees259 267 524 549 Directors' fees448 296 972 845 
Shareholder servicing feesShareholder servicing fees4,893 2,924 9,220 4,886 Shareholder servicing fees5,696 3,558 14,916 8,444 
Other general and administrativeOther general and administrative1,596 1,197 3,153 2,332 Other general and administrative1,828 1,755 4,981 4,087 
Total operating expensesTotal operating expenses171,195 62,561 310,937 94,177 Total operating expenses193,155 99,202 504,092 193,379 
Expense SupportExpense Support— (2,713)— (6,775)Expense Support— — — (6,775)
Net operating expensesNet operating expenses$171,195 $59,848 $310,937 $87,402 Net operating expenses$193,155 $99,202 $504,092 $186,604 

For the Three Months ended JuneSeptember 30, 2023 and 2022

Total net operating expenses increased to $171.2$193.2 million for the three months ended JuneSeptember 30, 2023 from $59.8$99.2 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 $6.6 billion from $5.0 billion period over period, as well as an increase in the average interest rate to 7.2% from 4.6% period over period. As a percentage of total assets, professional fees, directors’ fees and other general and administrative expenses remained relatively consistent period over period.

For the Nine Months ended September 30, 2023 and 2022

Total net operating expenses increased to $504.1 million for the nine months ended September 30, 2023 from $186.6 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 $6.2 billion from $3.3 billion period over period, as well as an increase in the average interest rate to 6.9%6.8% from 3.9% period over period. As a percentage of total assets, professional fees, directors’ fees and other general and administrative expenses remained relatively consistent period over period.

For the Six Months ended June 30, 2023 and 2022

Total net operating expenses increased to $310.9 million for the six months ended June 30, 2023 from $87.4 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 $5.9 billion from $2.6 billion period over period, as well as an increase in the average interest rate to 6.6% from 3.6%4.2% period over period. As a percentage of total assets, professional fees, directors’ fees and other general and administrative expenses remained relatively consistent period over period.

Income Taxes, Including Excise Taxes

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

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

For the three and sixnine months ended JuneSeptember 30, 2023 we accrued U.S. federal excise tax of $1.4$1.0 million and $1.5$2.5 million, respectively. For the three and sixnine months ended JuneSeptember 30, 2022 we did not accrueaccrued U.S. federal excise tax.tax of $4 thousand.



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Certain of our consolidated subsidiaries are subject to U.S. federal and state corporate-level income taxes. For the three and sixnine months ended JuneSeptember 30, 2023 we recorded a net tax benefit of approximately $1.2$1 thousand and $2.3$3 thousand, respectively, for taxable subsidiaries. For the three and sixnine months ended JuneSeptember 30, 2022, we did not record a net-tax benefit (provision).

We recorded a net deferred tax liabilityasset of $5.0$2 thousand as of JuneSeptember 30, 2023 for taxable subsidiaries, which is significantly related to GAAP to tax outside basis differences in the taxable subsidiaries' investment in certain partnership interests. We did not record a net deferred tax asset (liability) for tax subsidiaries as of December 31, 2022.

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.

Net Unrealized Gains (Losses)

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

For the Three Months Ended June 30,For the Six Months Ended June 30,For the Three Months Ended September 30,For the Nine Months Ended September 30,
($ in thousands)($ in thousands)2023202220232022($ in thousands)2023202220232022
Net change in unrealized gain (loss):Net change in unrealized gain (loss):Net change in unrealized gain (loss):
Net change in unrealized gain (loss) on investmentsNet change in unrealized gain (loss) on investments$14,014 $(168,229)$77,918 $(191,514)Net change in unrealized gain (loss) on investments$52,944 $48,819 $130,862 $(142,695)
Translation of assets and liabilities in foreign currenciesTranslation of assets and liabilities in foreign currencies209 (701)347 (873)Translation of assets and liabilities in foreign currencies(1,779)351 (2,652)
Income tax (provision) benefitIncome tax (provision) benefit— — (7)— Income tax (provision) benefit— (1)— 
Net change in unrealized gain (loss)Net change in unrealized gain (loss)$14,223 $(168,930)$78,258 $(192,387)Net change in unrealized gain (loss)$52,954 $47,040 $131,212 $(145,347)

For the Three Months ended JuneSeptember 30, 2023 and 2022

For the three months ended JuneSeptember 30, 2023, the net unrealized gain was primarily driven by an increase in the fair value of our debt investments as compared to March 31,June 30, 2023. The primary drivers of our portfolio’s unrealized gains were current market conditions, including credit spreads tightening across the broader markets. As of September 30, 2023, the fair value of our debt investments as a percentage of principal was 98.4%, as compared to 98.1% as of June 30, 2023.

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

Portfolio Company
($ in millions)
Net Change in Unrealized Gain (Loss)
 Packers Holdings,Notorious Topco, LLC (dba Beauty Industry Group)$(4.8)(7.2)
 Aruba Investments HoldingsAsurion, LLC (dba Angus Chemical Company)(4.4)
 Rhea Parent, Inc.3.9 
 Picard Holdco, Inc.(3.8)
 Delta TopCo, Inc. (dba Infoblox, Inc.)3.07.1 
 Covetrus, Inc.(2.6)
 CoreLogic Inc.2.64.9 
 Olaplex, Inc.2.1 (4.9)
 Asurion,Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services)2.0 (4.5)
 Foundation Consumer Brands, LLCHelp/Systems Holdings, Inc.1.84.5 
 CD&R Value Building Partners I, L.P. (dba Belron)3.9 
 Blue Owl Credit Income Senior Loan Fund, LLC (f/k/a ORCIC Senior Loan Fund, LLC)3.5 
 LSI Financing 1 DAC3.0 
 Athenahealth Group Inc.2.9 
Remaining portfolio companies14.239.7 
Total$14.052.9 


For the three months ended JuneSeptember 30, 2022, the net unrealized lossgain was primarily driven by a decreasean increase in the fair value of our debt investments as compared to March 31,June 30, 2022. The primary drivers of our portfolio’s unrealized lossesgains were current market conditions including public market volatility, and credit spreads widening across the broader markets as compared to March 31,June 30, 2022.

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The ten largest contributors to the change in net unrealized gain (loss) on investments during the three months ended JuneSeptember 30, 2022 consisted of the following:
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Portfolio Company
($ in millions)
Net Change in Unrealized Gain (Loss)
Asurion, LLC(18.9)(13.2)
Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services)10.3 
Barracuda Parent, LLC(4.4)
Cornerstone OnDemand, Inc.3.9 
Athenahealth Group Inc.(9.5)
Dealer Tire, LLC(6.8)
Cornerstone OnDemand, Inc.(6.6)(3.8)
CoreLogic Inc.(6.0)(3.4)
Delta TopCo,Ivanti Software, Inc. (dba Infoblox, Inc.)(4.5)(3.1)
Phoenix Newco,Associations, Inc. (dba Parexel)(4.3)2.6 
Help/Systems Holdings, Inc.CD&R Value Building Partners I, L.P. (dba Belron)(4.3)2.4 
Connectwise,Notorious Topco, LLC (dba Beauty Industry Group)(3.6)
Shearer's Foods, LLC(3.1)2.2 
Remaining portfolio companies(100.6)55.3 
Total$(168.2)48.8 

For the sixnine months ended JuneSeptember 30, 2023, the net unrealized gain was primarily driven by an increase in the fair value of our debt investments as compared to December 31, 2022. The primary drivers of our portfolio’s unrealized gains were current market conditions, including credit spreads tightening across the broader markets. As of September 30, 2023, the fair value of our debt investments as a percentage of principal was 98.4%, as compared to 97.3% as of December 31, 2022.

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


Portfolio Company
($ in millions)
Net Change in Unrealized
Gain (Loss)
 Asurion, LLC9.8 16.9 
 Notorious Topco, LLC (dba Beauty Industry Group)(10.4)
 Blue Owl Credit Income Senior Loan Fund, LLC (f/k/a ORCIC Senior Loan Fund, LLC)4.78.2 
 Walker Edison Furniture Company LLCAthenahealth Group Inc.4.56.8 
 Rhea Parent, Inc.4.45.4 
 Aruba Investments Holdings LLCCD&R Value Building Partners I, L.P. (dba Angus Chemical Company)Belron)(4.3)5.3 
 Athenahealth GroupOlaplex, Inc.3.9 (5.2)
 Packers Holdings, LLCElliott Alto Co-Investor Aggregator L.P.(3.7)
 Picard Holdco, Inc.(3.7)(4.7)
 Dealer Tire, LLC3.54.7 
 CoreLogicDelta TopCo, Inc. (dba Infoblox, Inc.)3.34.3 
Remaining portfolio companies55.599.6 
Total$77.9130.9 

For the sixnine months ended JuneSeptember 30, 2022, the net unrealized loss was primarily driven by a decrease in the fair value of our debt investments as compared to December 31, 2021. 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 investments during the sixnine months ended JuneSeptember 30, 2022 consisted of the following:


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Portfolio Company
($ in millions)
Net Change in Unrealized Gain (Loss)
Asurion, LLC$(20.3)(33.5)
Athenahealth Group Inc.(9.9)(13.6)
Cornerstone OnDemand, Inc.Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services)(7.2)
Dealer Tire, LLC(6.7)12.2 
CoreLogic Inc.(6.4)
Phoenix Newco, Inc. (dba Parexel)(5.2)(9.8)
Help/Systems Holdings, Inc.(4.9)(6.6)
Shearer's Foods,Dealer Tire, LLC(4.6)(5.6)
Delta TopCo, Inc. (dba Infoblox, Inc.)(4.5)(4.8)
Connectwise,Ivanti Software, Inc.(4.7)
Barracuda Parent, LLC(4.0)(4.4)
USIC Holdings, Inc.(3.8)
Remaining portfolio companies(117.8)(68.1)
Total$(191.5)(142.7)
Net Realized Gains (Losses)
The table below represents the realized gains and losses on fully exited and partially exited portfolio companies during the following periods:
For the Three Months Ended June 30,For the For the Six Months Ended June 30,For the Three Months Ended September 30,For the For the Nine Months Ended September 30,
($ in thousands)($ in thousands)2023202220232022($ in thousands)2023202220232022
Net realized gain (loss) on investmentsNet realized gain (loss) on investments$(2,601)$109 $(7,178)$359 Net realized gain (loss) on investments$(2,411)$(234)$(9,589)$125 
Net realized gain (loss) on foreign currency transactionsNet realized gain (loss) on foreign currency transactions(60)22 (60)209 Net realized gain (loss) on foreign currency transactions267 52 207 261 
Net realized gain (loss)Net realized gain (loss)$(2,661)$131 $(7,238)$568 Net realized gain (loss)$(2,144)$(182)$(9,382)$386 


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 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.

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

As of JuneSeptember 30, 2023 and December 31, 2022, our asset coverage ratios were 198%205% and 193%, 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 JuneSeptember 30, 2023, taken together with our available debt, is expected to be sufficient for our investing activities and to conduct our operations in the near term. As of JuneSeptember 30, 2023 we had $1.7$1.8 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
139146


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 JuneSeptember 30, 2023, we had $364.2$419.4 million in cash. During the threenine months ended JuneSeptember 30, 2023, we used $2.0$3.0 billion in cash for operating activities, primarily as a result of funding portfolio investments of $2.5$4.1 billion, partially offset by sales and repayments of portfolio investments of $0.3$0.7 billion and other operating activities of $267.4$385.1 million. Lastly, cash provided by financing activities was $2.1$3.2 billion during the period, which was the result of proceeds from net borrowings on our credit facilities, net of debt issuance costs, of $1.1$1.5 billion, and proceeds from the issuance of shares of $1.4$2.3 billion, partially offset by $166.6$263.2 million of distributions paid and share repurchases of $203.9$280.2 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. Currently, the purchase price per share for each class of common stock varies, 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.

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. 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.

On October 7, 2021, we filed a registration statement with respect to our follow-on offering of up to $7,500,000,000 in any combination of Class S, Class D and Class I common shares.
The below tables summarize transactions with respect to shares of our common stock during the following periods:
For the Three Months Ended June 30, 2023For the Three Months Ended September 30, 2023
Class SClass DClass ITotalClass SClass DClass ITotal
($ in thousands, except share amounts)($ in thousands, except share amounts)SharesAmountSharesAmountSharesAmountSharesAmount($ in thousands, except share amounts)SharesAmountSharesAmountSharesAmountSharesAmount
Shares/gross proceeds from the continuous public offeringShares/gross proceeds from the continuous public offering28,126,207$260,864 6,060,965$55,934 48,327,199$446,097 82,514,371$762,895 Shares/gross proceeds from the continuous public offering35,007,017$329,144 5,425,168$50,663 53,848,440$503,958 94,280,625$883,765 
Shares/gross proceeds from the private placementsShares/gross proceeds from the private placements— — 2,815,81225,996 2,815,81225,996 Shares/gross proceeds from the private placements— — 3,253,83430,412 3,253,83430,412 
Share Transfers between classesShare Transfers between classes(230,952)(2,127)— 230,2022,127 (750)— Share Transfers between classes— — — — 
Reinvestment of distributionsReinvestment of distributions1,950,23017,943 619,8035,709 3,621,46933,427 6,191,50257,079 Reinvestment of distributions2,292,21721,384 664,1986,202 4,268,50739,933 7,224,92267,519 
Repurchased sharesRepurchased shares(1,763,641)(16,367)(1,486,423)(13,809)(4,948,651)(46,071)(8,198,715)(76,247)Repurchased shares(1,573,405)(14,790)(1,379,185)(12,978)(8,074,185)(76,140)(11,026,775)(103,908)
Total shares/gross proceedsTotal shares/gross proceeds28,081,844260,3135,194,34547,83450,046,031461,57683,322,220769,723Total shares/gross proceeds35,725,829335,7384,710,18143,88753,296,596498,16393,732,606877,788
Sales loadSales load— (2,140)— (95)— — — (2,235)Sales load— (2,621)— — — — — (2,621)
Total shares/net proceedsTotal shares/net proceeds28,081,844$258,173 5,194,345$47,739 50,046,031$461,576 83,322,220$767,488 Total shares/net proceeds35,725,829$333,117 4,710,181$43,887 53,296,596$498,163 93,732,606$875,167 
140147


For the Three Months Ended June 30, 2022For the Three Months Ended September 30, 2022
Class SClass DClass ITotalClass SClass DClass ITotal
($ in thousands, except share amounts)($ in thousands, except share amounts)SharesAmountSharesAmountSharesAmountSharesAmount($ in thousands, except share amounts)SharesAmountSharesAmountSharesAmountSharesAmount
Shares/gross proceeds from the continuous public offeringShares/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 continuous public offering25,525,944$231,220 5,608,407$50,343 53,594,346$483,022 84,728,697$764,585 
Shares/gross proceeds from the private placementsShares/gross proceeds from the private placements— — 4,402,19340,509 4,402,19340,509 Shares/gross proceeds from the private placements— — 3,573,81332,219 3,573,81332,219 
Reinvestment of distributionsReinvestment of distributions684,5586,264 261,6282,400 1,167,56010,708 2,113,74619,372 Reinvestment of distributions1,037,9359,333 339,8543,060 1,922,05117,350 3,299,84029,743 
Repurchased sharesRepurchased shares(946,284)(8,365)(125,276)(1,110)(2,073,617)(18,414)(3,145,177)(27,889)Repurchased shares(975,399)(8,769)(125,759)(1,132)(3,660,100)(32,978)(4,761,258)(42,878)
Total shares/gross proceedsTotal shares/gross proceeds45,212,006418,2068,050,07174,15083,881,930772,201137,144,0071,264,557Total shares/gross proceeds25,588,480231,7845,822,50252,27155,430,110499,61386,841,092783,669
Sales loadSales load— (3,423)— (114)— — — (3,537)Sales load— (2,215)— — — — — (2,215)
Total shares/net proceedsTotal shares/net proceeds45,212,006$414,783 8,050,071$74,036 83,881,930$772,201 137,144,007$1,261,020 Total shares/net proceeds25,588,480$229,569 5,822,502$52,271 55,430,110$499,613 86,841,092$781,454 
For the Six Months Ended June 30, 2023For the Nine Months Ended September 30, 2023
Class SClass DClass ITotalClass SClass DClass ITotal
($ in thousands, except share amounts)($ in thousands, except share amounts)SharesAmountSharesAmountSharesAmountSharesAmount($ in thousands, except share amounts)SharesAmountSharesAmountSharesAmountSharesAmount
Shares/gross proceeds from the continuous public offeringShares/gross proceeds from the continuous public offering45,655,179$423,196 11,076,668$102,158 86,857,659$800,065 143,589,506$1,325,419 Shares/gross proceeds from the continuous public offering80,662,197$752,341 16,501,836$152,821 140,706,099$1,304,023 237,870,132$2,209,185 
Shares/gross proceeds from the private placementsShares/gross proceeds from the private placements— — 4,341,14840,036 4,341,14840,036 Shares/gross proceeds from the private placements— — 7,594,98270,448 7,594,98270,448 
Share Transfers between classesShare Transfers between classes(230,952)(2,127)— 230,2022,127 (750)— Share Transfers between classes(230,952)(2,127)— 230,2022,127 (750)— 
Reinvestment of distributionsReinvestment of distributions3,673,89133,775 1,140,52510,496 6,741,47162,155 11,555,887106,426 Reinvestment of distributions5,966,10855,159 1,804,72216,698 11,009,979102,088 18,780,809173,945 
Repurchased sharesRepurchased shares(4,113,635)(38,010)(1,860,989)(17,262)(12,310,493)(114,095)(18,285,116)(169,367)Repurchased shares(5,687,039)(52,800)(3,240,174)(30,240)(20,384,678)(190,235)(29,311,891)(273,275)
Total shares/gross proceedsTotal shares/gross proceeds44,984,483416,83410,356,20495,39285,859,987790,288141,200,6751,302,514Total shares/gross proceeds80,710,314752,57315,066,384139,279139,156,5841,288,451234,933,2822,180,303
Sales loadSales load— (3,697)— (144)— — — (3,841)Sales load— (6,319)— (144)— — — (6,463)
Total shares/net proceedsTotal shares/net proceeds44,984,483$413,137 10,356,204$95,248 85,859,987$790,288 141,200,675$1,298,673 Total shares/net proceeds80,710,314$746,254 15,066,384$139,135 139,156,584$1,288,451 234,933,282$2,173,840 
For the Six Months Ended June 30, 2022For the Nine Months Ended September 30, 2022
Class SClass DClass ITotalClass SClass DClass ITotal
($ in thousands, except share amounts)($ in thousands, except share amounts)SharesAmountSharesAmountSharesAmountSharesAmount($ in thousands, except share amounts)SharesAmountSharesAmountSharesAmountSharesAmount
Shares/gross proceeds from the continuous public offeringShares/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 continuous public offering119,271,531$1,104,545 25,925,981$238,937 199,692,008$1,834,660 344,889,520$3,178,142 
Shares/gross proceeds from the private placementsShares/gross proceeds from the private placements— — 8,578,45879,265 8,578,45879,265 Shares/gross proceeds from the private placements— — 12,152,271111,484 12,152,271111,484 
Reinvestment of distributionsReinvestment of distributions1,074,6289,894 418,7013,861 1,799,24516,593 3,292,57430,348 Reinvestment of distributions2,112,56319,227 758,5556,921 3,721,29633,943 6,592,41460,091 
Repurchased sharesRepurchased shares(1,595,704)(14,366)(158,129)(1,414)(3,907,137)(35,392)(5,660,970)(51,172)Repurchased shares(2,571,103)(23,135)(283,888)(2,546)(7,567,237)(68,370)(10,422,228)(94,051)
Total shares/gross proceedsTotal shares/gross proceeds93,224,511868,85320,578,146191,041152,568,2281,412,104266,370,8852,471,998Total shares/gross proceeds118,812,9911,100,63726,400,648243,312207,998,3381,911,717353,211,9773,255,666
Sales loadSales load— (7,073)— (446)— — — (7,519)Sales load— (9,288)— (446)— — — (9,734)
Total shares/net proceedsTotal shares/net proceeds93,224,511$861,780 20,578,146$190,595 152,568,228$1,412,104 266,370,885$2,464,479 Total shares/net proceeds118,812,991$1,091,349 26,400,648$242,866 207,998,338$1,911,717 353,211,977$3,245,932 


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:

141148


Class SClass SClass S
Effective DateEffective DateNet 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, 2021March 1, 2021$9.26 $0.32 $9.58 
April 1, 2021April 1, 2021$9.26 $0.32 $9.58 
May 1, 2021May 1, 2021$9.26 $0.32 $9.58 
June 1, 2021June 1, 2021$9.28 $0.32 $9.60 
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 January 1, 2022$9.33 $0.33 $9.66 
February 1, 2022February 1, 2022$9.33 $0.33 $9.66 February 1, 2022$9.33 $0.33 $9.66 
March 1, 2022March 1, 2022$9.27 $0.32 $9.59 March 1, 2022$9.27 $0.32 $9.59 
April 1, 2022April 1, 2022$9.24 $0.32 $9.56 April 1, 2022$9.24 $0.32 $9.56 
May 1, 2022May 1, 2022$9.23 $0.32 $9.55 May 1, 2022$9.23 $0.32 $9.55 
June 1, 2022June 1, 2022$9.02 $0.32 $9.34 June 1, 2022$9.02 $0.32 $9.34 
July 1, 2022July 1, 2022$8.84 $0.31 $9.15 
August 1, 2022August 1, 2022$9.02 $0.32 $9.34 
September 1, 2022September 1, 2022$9.09 $0.32 $9.41 
January 1, 2023January 1, 2023$9.06 $0.32 $9.38 January 1, 2023$9.06 $0.32 $9.38 
February 1, 2023February 1, 2023$9.24 $0.32 $9.56 February 1, 2023$9.24 $0.32 $9.56 
March 1, 2023March 1, 2023$9.23 $0.32 $9.55 March 1, 2023$9.23 $0.32 $9.55 
April 1, 2023April 1, 2023$9.21 $0.32 $9.53 April 1, 2023$9.21 $0.32 $9.53 
May 1, 2023May 1, 2023$9.21 $0.32 $9.53 May 1, 2023$9.21 $0.32 $9.53 
June 1, 2023June 1, 2023$9.18 $0.32 $9.50 June 1, 2023$9.18 $0.32 $9.50 
July 1, 2023July 1, 2023$9.28 $0.32 $9.60 
August 1, 2023August 1, 2023$9.33 $0.33 $9.66 
September 1, 2023September 1, 2023$9.37 $0.33 $9.70 

Class D
Effective DateNet Offering Price
(per share)
Maximum Upfront Sales Load
(per share)
Maximum Offering Price (per share)
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 
January 1, 2023$9.07 $0.14 $9.21 
February 1, 2023$9.25 $0.14 $9.39 
March 1, 2023$9.24 $0.14 $9.38 
April 1, 2023$9.22 $0.14 $9.36 
May 1, 2023$9.22 $0.14 $9.36 
June 1, 2023$9.19 $0.14 $9.33 

Class I
Effective DateNet Offering Price
(per share)
Maximum Upfront Sales Load
(per share)
Maximum Offering Price (per share)
January 1, 2022$9.34 $— $9.34 
February 1, 2022$9.34 $— $9.34 
March 1, 2022$9.28 $— $9.28 
April 1, 2022$9.26 $— $9.26 
May 1, 2022$9.25 $— $9.25 
June 1, 2022$9.05 $— $9.05 
January 1, 2023$9.08 $— $9.08 
February 1, 2023$9.26 $— $9.26 
March 1, 2023$9.26 $— $9.26 
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 
142149


Class I
Class DClass D
Effective DateEffective DateNet 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)
December 1, 2021December 1, 2021$9.31 $0.14 $9.45 
January 1, 2022January 1, 2022$9.34 $0.14 $9.48 
February 1, 2022February 1, 2022$9.33 $0.14 $9.47 
March 1, 2022March 1, 2022$9.27 $0.14 $9.41 
April 1, 2022April 1, 2022$9.25 $0.14 $9.39 
May 1, 2022May 1, 2022$9.24 $0.14 $9.38 
June 1, 2022June 1, 2022$9.04 $0.14 $9.18 
July 1, 2022July 1, 2022$8.86 $0.13 $8.99 
August 1, 2022August 1, 2022$9.04 $0.14 $9.18 
September 1, 2022September 1, 2022$9.09 $0.14 $9.23 
January 1, 2023January 1, 2023$9.07 $0.14 $9.21 
February 1, 2023February 1, 2023$9.25 $0.14 $9.39 
March 1, 2023March 1, 2023$9.24 $0.14 $9.38 
April 1, 2023April 1, 2023$9.24 $— $9.24 April 1, 2023$9.22 $0.14 $9.36 
May 1, 2023May 1, 2023$9.24 $— $9.24 May 1, 2023$9.22 $0.14 $9.36 
June 1, 2023June 1, 2023$9.21 $— $9.21 June 1, 2023$9.19 $0.14 $9.33 
July 1, 2023July 1, 2023$9.29 $0.14 $9.43 
August 1, 2023August 1, 2023$9.34 $0.14 $9.48 
September 1, 2023September 1, 2023$9.38 $0.14 $9.52 

Class I
Effective DateNet 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, 2021$9.30 $— $9.30 
August 1, 2021$9.30 $— $9.30 
September 1, 2021$9.30 $— $9.30 
October 1, 2021$9.32 $— $9.32 
November 1, 2021$9.32 $— $9.32 
December 1, 2021$9.31 $— $9.31 
January 1, 2022$9.34 $— $9.34 
February 1, 2022$9.34 $— $9.34 
March 1, 2022$9.28 $— $9.28 
April 1, 2022$9.26 $— $9.26 
May 1, 2022$9.25 $— $9.25 
June 1, 2022$9.05 $— $9.05 
July 1, 2022$8.88 $— $8.88 
August 1, 2022$9.06 $— $9.06 
September 1, 2022$9.11 $— $9.11 
January 1, 2023$9.08 $— $9.08 
150


Class I
Effective DateNet Offering Price
(per share)
Maximum Upfront Sales Load
(per share)
Maximum Offering Price (per share)
February 1, 2023$9.26 $— $9.26 
March 1, 2023$9.26 $— $9.26 
April 1, 2023$9.24 $— $9.24 
May 1, 2023$9.24 $— $9.24 
June 1, 2023$9.21 $— $9.21 
July 1, 2023$9.31 $— $9.31 
August 1, 2023$9.36 $— $9.36 
September 1, 2023$9.39 $— $9.39 

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 recorded during the following periods:

Declaration DateDeclaration DateRecord DatePayment Date
 Distribution Per Share(1)
Distribution AmountDeclaration DateRecord DatePayment Date
 Distribution Per Share(1)
Distribution Amount
($ in thousands, except per share amounts)($ in thousands, except per share amounts)Class SClass DClass I($ in thousands, except per share amounts)Class SClass DClass I
December 5, 2022December 5, 2022January 31, 2023February 24, 2023$0.08765 $16,523 $4,296 $30,667 December 5, 2022January 31, 2023February 24, 2023$0.08765 $16,523 $4,296 $30,667 
February 10, 2023February 10, 2023February 28, 2023March 23, 20230.06765 12,882 3,372 24,319 February 10, 2023February 28, 2023March 23, 20230.06765 12,882 3,372 24,319 
February 10, 2023February 10, 2023March 31, 2023April 26, 20230.06765 13,027 3,550 24,938 February 10, 2023March 31, 2023April 26, 20230.06765 13,027 3,550 24,938 
February 10, 2023February 10, 2023April 30, 2023May 22, 20230.08765 18,233 4,956 33,691 February 10, 2023April 30, 2023May 22, 20230.08765 18,233 4,956 33,691 
May 9, 2023May 9, 2023May 31, 2023June 26, 20230.06765 14,183 3,884 27,515 May 9, 2023May 31, 2023June 26, 20230.06765 14,183 3,884 27,515 
May 9, 2023May 9, 2023June 30, 2023July 26, 20230.06765 14,804 3,894 28,323 May 9, 2023June 30, 2023July 26, 20230.06765 14,804 3,894 28,323 
May 9, 2023May 9, 2023July 31, 2023August 22, 20230.08765 20,574 5,252 38,233 
August 21, 2023August 21, 2023August 31, 2023September 26, 20230.07010 16,878 4,262 31,886 
August 21, 2023August 21, 2023September 30, 2023October 26, 20230.07010 17,637 4,358 33,085 
Total$0.67375 $144,741 $37,824 $272,657 
Total$0.44590 $89,652 $23,952 $169,453 
(1)Distributions per share are gross of shareholder servicing fees.

Declaration DateDeclaration DateRecord DatePayment Date
Distribution Per Share(1)
Distribution AmountDeclaration DateRecord DatePayment Date
Distribution Per Share(1)
Distribution Amount
($ in thousands, except per share amounts)($ in thousands, except per share amounts)Class SClass DClass I($ in thousands, except per share amounts)Class SClass DClass I
November 2, 2021November 2, 2021January 31, 2022February 23, 2022$0.05580 $3,798 $1,094 $6,348 November 2, 2021January 31, 2022February 23, 2022$0.05580 $3,798 $1,094 $6,348 
November 2, 2021November 2, 2021February 28, 2022March 24, 20220.05580 4,593 1,367 7,312 November 2, 2021February 28, 2022March 24, 20220.05580 4,593 1,367 7,312 
November 2, 2021November 2, 2021March 31, 2022April 25, 20220.05580 5,334 1,673 8,860 November 2, 2021March 31, 2022April 25, 20220.05580 5,334 1,673 8,860 
February 23, 2022February 23, 2022April 30, 2022May 24, 20220.05580 6,147 1,767 10,893 February 23, 2022April 30, 2022May 24, 20220.05580 6,147 1,767 10,893 
February 23, 2022February 23, 2022May 31, 2022June 23, 20220.05580 6,896 2,003 12,307 February 23, 2022May 31, 2022June 23, 20220.05580 6,896 2,003 12,307 
February 23, 2022February 23, 2022June 30, 2022July 26, 20220.05580 7,613 2,110 13,541 February 23, 2022June 30, 2022July 26, 20220.05580 7,613 2,110 13,541 
May 3, 2022May 3, 2022July 31, 2022August 24, 20220.06038 8,877 2,445 15,923 
May 3, 2022May 3, 2022August 31, 2022September 26, 20220.06038 9,247 2,505 16,982 
May 3, 2022May 3, 2022September 30, 2022October 26, 20220.06643 10,779 2,902 19,803 
Total$0.52199 $63,284 $17,866 $111,969 
Total$0.33480 $34,381 $10,014 $59,261 
(1)Distributions per share are gross of shareholder servicing fees.

151


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 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.

143


Through JuneSeptember 30, 2023, pursuant to the Expense Support Agreement which was terminated by the Adviser on March 7, 2023, a portion of our distributions resulted from expense support from the Adviser. The purpose of this arrangement was to avoid distributions being characterized as a return of capital for U.S. federal income tax purposes. Shareholders should understand that any such 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 below tables reflect the sources of cash distributions on a U.S. GAAP basis that we have declared on our shares of common stock during the following periods:
For the Six Months Ended June 30, 2023For the Nine Months Ended September 30, 2023
Source of Distribution(2)
Source of Distribution(2)
Per Share(1)
AmountPercentage
Source of Distribution(2)
Per Share(1)
AmountPercentage
($ in thousands, except per share amounts)($ in thousands, except per share amounts)($ in thousands, except per share amounts)
Net investment incomeNet investment income$0.44590 $283,057 100.0 %Net investment income$0.67375 $455,222 100.0 %
TotalTotal$0.44590 $283,057 100.0 %Total$0.67375 $455,222 100.0 %
(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, 2022For the Nine Months Ended September 30, 2022
Source of Distribution(2)
Source of Distribution(2)
Per Share(1)
AmountPercentage
Source of Distribution(2)
Per Share(1)
AmountPercentage
($ in thousands, except per share amounts)($ in thousands, except per share amounts)($ in thousands, except per share amounts)
Net investment incomeNet investment income$0.33480 $103,656 100.0 %Net investment income$0.52199 $193,119 100.0 %
TotalTotal$0.33480 $103,656 100.0 %Total$0.52199 $193,119 100.0 %
(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.


Share Repurchases

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.

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.

152


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.

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
February 25, 2022SMarch 31, 2022$6,001 $9.24 649,420
144


Offer DateOffer DateClassTender Offer ExpirationTender OfferPurchase Price per ShareShares RepurchasedOffer DateClassTender Offer ExpirationTender OfferPurchase Price per ShareShares Repurchased
August 25, 2021August 25, 2021DSeptember 30, 2021$55 $9.31 5,933
August 25, 2021August 25, 2021ISeptember 30, 2021$291 $9.32 31,255
November 26, 2021November 26, 2021SDecember 30, 2021$150 $9.33 16,129
November 26, 2021November 26, 2021DDecember 30, 2021$51 $9.34 5,394
November 26, 2021November 26, 2021IDecember 30, 2021$1,213 $9.34 129,828
February 25, 2022February 25, 2022SMarch 31, 2022$6,001 $9.24 649,420
February 25, 2022February 25, 2022DMarch 31, 2022$304 $9.25 32,853February 25, 2022DMarch 31, 2022$304 $9.25 32,853
February 25, 2022February 25, 2022IMarch 31, 2022$16,978 $9.26 1,833,520February 25, 2022IMarch 31, 2022$16,978 $9.26 1,833,520
May 25, 2022May 25, 2022SJune 30, 2022$8,365 $8.84 946,284May 25, 2022SJune 30, 2022$8,365 $8.84 946,284
May 25, 2022May 25, 2022DJune 30, 2022$1,110 $8.86 125,276 May 25, 2022DJune 30, 2022$1,110 $8.86 125,276 
May 25, 2022May 25, 2022IJune 30, 2022$18,414 $8.88 2,073,617 May 25, 2022IJune 30, 2022$18,414 $8.88 2,073,617 
August 25, 2022August 25, 2022SSeptember 30, 2022$8,769 $8.99 975,399 
August 25, 2022August 25, 2022DSeptember 30, 2022$1,132 $9.00 125,759 
August 25, 2022August 25, 2022ISeptember 30, 2022$33,853 $9.01 3,757,292 
February 28, 2023February 28, 2023SMarch 31, 2023$21,643 $9.21 2,349,994 February 28, 2023SMarch 31, 2023$21,643 $9.21 2,349,994 
February 28, 2023February 28, 2023DMarch 31, 2023$3,453 $9.22 374,566 February 28, 2023DMarch 31, 2023$3,453 $9.22 374,566 
February 28, 2023February 28, 2023IMarch 31, 2023$68,024 $9.24 7,361,842 February 28, 2023IMarch 31, 2023$68,023 $9.24 7,361,842 
May 31, 2023May 31, 2023SJune 30, 2023$16,367 $9.28 1,763,641 May 31, 2023SJune 30, 2023$16,367 $9.28 1,763,641 
May 31, 2023May 31, 2023DJune 30, 2023$13,809 $9.29 1,486,423 May 31, 2023DJune 30, 2023$13,809 $9.29 1,486,423 
May 31, 2023May 31, 2023IJune 30, 2023$46,071 $9.31 4,948,651 May 31, 2023IJune 30, 2023$46,072 $9.31 4,948,651 
August 24, 2023August 24, 2023SSeptember 30, 2023$14,790 $9.40 1,573,405 
August 24, 2023August 24, 2023DSeptember 30, 2023$12,978 $9.41 1,379,185 
August 24, 2023August 24, 2023ISeptember 30, 2023$76,140 $9.43 8,074,185 

Debt

Aggregate Borrowings

Our debt obligations consisted of the following as of JuneSeptember 30, 2023 and December 31, 2022:
June 30, 2023
($ in thousands)Aggregate Principal
Committed
Outstanding
Principal
Amount
Available(1)
Net Carrying
Value(2)
Revolving Credit Facility(3)
$1,845,000 $525,469 $1,319,531 $513,284 
SPV Asset Facility I525,000 525,000 — 518,609 
SPV Asset Facility II1,800,000 1,718,000 82,000 1,709,404 
SPV Asset Facility III750,000 555,000 195,000 550,509 
SPV Asset Facility IV500,000 248,610 92,974 244,703 
SPV Asset Facility V300,000 100,000 37,566 96,645 
CLO VIII290,000 290,000 — 287,811 
CLO XI260,000 260,000 — 258,170 
March 2025 Notes500,000 500,000 — 496,323 
September 2026 Notes350,000 350,000 — 344,963 
February 2027 Notes500,000 500,000 — 494,449 
September 2027 Notes600,000 600,000 — 592,323 
June 2028 Notes500,000 500,000 — 491,372 
Total Debt$8,720,000 $6,672,079 $1,727,071 $6,598,565 
153


September 30, 2023
($ in thousands)Aggregate Principal
Committed
Outstanding
Principal
Amount
Available(1)
Net Carrying
Value(2)
Revolving Credit Facility(3)
$1,845,000 $603,086 $1,241,914 $591,651 
SPV Asset Facility I525,000 495,000 24,692 488,762 
SPV Asset Facility II1,800,000 1,718,000 82,000 1,710,071 
SPV Asset Facility III750,000 555,000 62,916 550,812 
SPV Asset Facility IV500,000 55,000 270,654 51,192 
SPV Asset Facility V300,000 200,000 33,231 196,571 
SPV Asset Facility VI750,000 20,000 123,020 12,922 
CLO VIII290,000 290,000 — 287,859 
CLO XI260,000 260,000 — 258,198 
CLO XII260,000 260,000 — 258,155 
March 2025 Notes500,000 500,000 — 496,836 
September 2026 Notes350,000 350,000 — 344,980 
February 2027 Notes500,000 500,000 — 494,788 
September 2027 Notes600,000 600,000 — 592,720 
June 2028 Notes650,000 650,000 — 639,804 
Total Debt$9,880,000 $7,056,086 $1,838,427 $6,975,321 

(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, SPV Asset Facility V, SPV Asset Facility VI, CLO VIII, CLO XI, CLO XII, March 2025 Notes, September 2026 Notes, February 2027 Notes, September 2027 Notes, and June 2028 Notes are presented net of unamortized debt issuance costs of $12.2$11.5 million, $6.4$6.2 million, $8.6$7.9 million, $4.5$4.2 million, $3.8 million, $3.4 million, $2.2$7.1 million, $1.8$2.1 million, $3.7$1.8 million, $1.8 million, $3.2 million, $5.0 million, $5.6$5.2 million, $7.7$7.3 million, and $8.6$10.3 million, respectively.
(3)Includes unrealized gain (loss) on translation of borrowings denominated in foreign currencies.

145


December 31, 2022
($ in thousands)Aggregate Principal
Committed
Outstanding
Principal
Amount
Available(1)
Net Carrying
Value(2)
Revolving Credit Facility(3)
$1,845,000 $302,287 $1,542,713 $288,636 
SPV Asset Facility I550,000 440,430 72,337 437,241 
SPV Asset Facility II1,800,000 1,538,000 164,506 1,528,048 
SPV Asset Facility III750,000 555,000 50,764 549,851 
SPV Asset Facility IV500,000 465,000 26,911 460,869 
CLO VIII290,000 290,000 — 287,946 
March 2025 Notes500,000 500,000 — 495,309 
September 2026 Notes350,000 350,000 — 344,226 
February 2027 Notes500,000 500,000 — 493,735 
September 2027 Notes600,000 600,000 — 591,550 
Total Debt$7,685,000 $5,540,717 $1,857,231 $5,477,411 
(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, CLO VIII, March 2025 Notes, September 2026 Notes, February 2027 Notes, and September 2027 Notes are presented net of unamortized debt issuance costs of $13.6 million, $3.2 million, $10.0 million, $5.1 million, $4.1 million, $2.1 million, $4.7 million, $5.8 million, $6.3 million, and $8.4 million, respectively.
(3)Includes unrealized gain (loss) on translation of borrowings denominated in foreign currencies.


The below table represents the components of interest expense for the following periods:
154



For the Three Months Ended
June 30,
For the Six Months Ended June 30,For the Three Months Ended
September 30,
For the Nine Months Ended September 30,
($ in thousands)($ in thousands)2023202220232022($ in thousands)2023202220232022
Interest expenseInterest expense$108,913 $32,308 $195,488 $47,412 Interest expense$122,244 $58,806 $317,732 $106,218 
Amortization of debt issuance costsAmortization of debt issuance costs4,434 3,802 8,131 4,069 Amortization of debt issuance costs4,596 2,967 12,727 7,036 
Net change in unrealized (gain) loss on effective interest rate swaps and hedged items(1)
Net change in unrealized (gain) loss on effective interest rate swaps and hedged items(1)
1,204 — 527 — 
Net change in unrealized (gain) loss on effective interest rate swaps and hedged items(1)
502 — 1029 — 
Total Interest ExpenseTotal Interest Expense$114,551 $36,110 $204,146 $51,481 Total Interest Expense$127,342 $61,773 $331,488 $113,254 
Average interest rateAverage interest rate6.9 %3.9 %6.6 %3.6 %Average interest rate7.2 %4.6 %6.8 %4.2 %
Average daily borrowingsAverage daily borrowings$6,223,801 $3,310,387 $5,903,426 $2,598,780 Average daily borrowings$6,636,362 $4,989,751 $6,150,468 $3,328,010 
(1)Refer to the September 2027 Notes for details on the facility's interest rate swap.

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

Class and PeriodClass 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)
Class and Period
Total Amount Outstanding Exclusive of Treasury Securities(1)
($ in millions)
Asset Coverage per Unit(2)
Involuntary Liquidating Preference per Unit(3)
Average Market Value per Unit(4)
Promissory Note(5)
Promissory Note(5)
Promissory Note(5)
June 30, 2023 (unaudited)$— $— — N/A
September 30, 2023 (unaudited)September 30, 2023 (unaudited)$— $— — N/A
December 31, 2022December 31, 2022$— $— — N/ADecember 31, 2022$— $— — N/A
SPV Asset Facility ISPV Asset Facility ISPV Asset Facility I
June 30, 2023 (unaudited)$525.0 $1,981.7 — N/A
September 30, 2023 (unaudited)September 30, 2023 (unaudited)$495.0 $2,047.0 — N/A
December 31, 2022December 31, 2022$440.4 $1,927.2 — N/ADecember 31, 2022$440.4 $1,927.2 — N/A
SPV Asset Facility IISPV Asset Facility IISPV Asset Facility II
June 30, 2023 (unaudited)$1,718.0 $1,981.7 — N/A
September 30, 2023 (unaudited)September 30, 2023 (unaudited)$1,718.0 $2,047.0 — N/A
December 31, 2022December 31, 2022$1,538.0 $1,927.2 — N/A
SPV Asset Facility IIISPV Asset Facility III
September 30, 2023 (unaudited)September 30, 2023 (unaudited)$555.0 $2,047.0 — N/A
December 31, 2022December 31, 2022$555.0 $1,927.2 — N/A
SPV Asset Facility IVSPV Asset Facility IV
September 30, 2023 (unaudited)September 30, 2023 (unaudited)$55.0 $2,047.0 — N/A
December 31, 2022December 31, 2022$465.0 $1,927.2 — N/A
SPV Asset Facility VSPV Asset Facility V
September 30, 2023 (unaudited)September 30, 2023 (unaudited)$200.0 $2,047.0 — N/A
December 31, 2022December 31, 2022$— $— — N/A
SPV Asset Facility VISPV Asset Facility VI
September 30, 2023 (unaudited)September 30, 2023 (unaudited)$20.0 $2,047.0 — N/A
December 31, 2022December 31, 2022$— $— — N/A
CLO VIIICLO VIII
September 30, 2023 (unaudited)September 30, 2023 (unaudited)$290.0 $2,047.0 — N/A
December 31, 2022December 31, 2022$290.0 $1,927.2 — N/A
CLO XICLO XI
September 30, 2023 (unaudited)September 30, 2023 (unaudited)$260.0 $2,047.0 — N/A
December 31, 2022December 31, 2022$— $— — N/A
CLO XIICLO XII
September 30, 2023 (unaudited)September 30, 2023 (unaudited)$260.0 $2,047.0 — N/A
146155


Class and PeriodClass 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)
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)
December 31, 2022December 31, 2022$1,538.0 $1,927.2 — N/ADecember 31, 2022$— $— — N/A
SPV Asset Facility III
June 30, 2023 (unaudited)$555.0 $1,981.7 — N/A
December 31, 2022$555.0 $1,927.2 — N/A
SPV Asset Facility IV
June 30, 2023 (unaudited)$248.6 $1,981.7 — N/A
December 31, 2022$465.0 $1,927.2 — N/A
SPV Asset Facility V
June 30, 2023 (unaudited)$100.0 $1,981.7 — N/A
December 31, 2022$— $— — N/A
CLO VIII
June 30, 2023 (unaudited)$290.0 $1,981.7 — N/A
December 31, 2022$290.0 $1,927.2 — N/A
CLO XI
June 30, 2023 (unaudited)$260.0 $1,981.7 — N/A
December 31, 2022$— $— — N/A
Revolving Credit FacilityRevolving Credit FacilityRevolving Credit Facility
June 30, 2023 (unaudited)$525.5 $1,981.7 — N/A
September 30, 2023 (unaudited)September 30, 2023 (unaudited)$603.1 $2,047.0 — N/A
December 31, 2022December 31, 2022$302.3 $1,927.2 — N/ADecember 31, 2022$302.3 $1,927.2 — N/A
September 2026 NotesSeptember 2026 NotesSeptember 2026 Notes
June 30, 2023 (unaudited)$350.0 $1,981.7 — N/A
September 30, 2023 (unaudited)September 30, 2023 (unaudited)$350.0 $2,047.0 — N/A
December 31, 2022December 31, 2022$350.0 $1,927.2 — N/ADecember 31, 2022$350.0 $1,927.2 — N/A
February 2027 NotesFebruary 2027 NotesFebruary 2027 Notes
June 30, 2023 (unaudited)$500.0 $1,981.7 — N/A
September 30, 2023 (unaudited)September 30, 2023 (unaudited)$500.0 $2,047.0 — N/A
December 31, 2022December 31, 2022$500.0 $1,927.2 — N/ADecember 31, 2022$500.0 $1,927.2 — N/A
September 2027 NotesSeptember 2027 NotesSeptember 2027 Notes
June 30, 2023 (unaudited)$600.0 $1,981.7 — N/A
September 30, 2023 (unaudited)September 30, 2023 (unaudited)$600.0 $2,047.0 — N/A
December 31, 2022December 31, 2022$600.0 $1,927.2 — N/ADecember 31, 2022$600.0 $1,927.2 — N/A
June 2028 NotesJune 2028 NotesJune 2028 Notes
June 30, 2023 (unaudited)$500.0 $1,981.7 — N/A
September 30, 2023 (unaudited)September 30, 2023 (unaudited)$650.0 $2,047.0 — N/A
December 31, 2022December 31, 2022$— $— — N/ADecember 31, 2022$— $— — N/A
March 2025 NotesMarch 2025 NotesMarch 2025 Notes
June 30, 2023 (unaudited)$500.0 $1,981.7 — N/A
September 30, 2023 (unaudited)September 30, 2023 (unaudited)$500.0 $2,047.0 — N/A
December 31, 2022December 31, 2022$500.0 $1,927.2 — N/ADecember 31, 2022$500.0 $1,927.2 — N/A
(1)Total amount of each class of senior securities outstanding at the end of the period presented.
(2)Asset coverage per unit is the ratio of the carrying value of our total assets, less all liabilities excluding indebtedness represented by senior securities in this table, to the aggregate amount of senior securities representing indebtedness. Asset coverage per unit is expressed in terms of dollar amounts per $1,000 of indebtedness and is calculated on a consolidated basis.
(3)The amount to which such class of senior security would be entitled upon our involuntary liquidation in preference to any security junior to it. The "—" in this column indicates information that the SEC expressly does not require to be disclosed for certain types of senior securities.
(4)Average market value per unit not applicable because the senior securities are not registered for public trading.
(5)Facility was terminated in June 2022.
147





Credit Facilities

Promissory Note

On October 15, 2020, we as borrower, entered into a Loan Agreement (the "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. The Loan Agreement was subsequently amended on March 31, 2021, August 26, 2021, September 13, 2021, and March 8, 2022, and amended and restated on May 12, 2021. Prior to June 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 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, was 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
156


Agreement, dated as of February 20, 2020, as amended from time to time, by and among the Adviser, 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 March 8, 2022 is based on the lesser of the rate of interest for a SOFR Loan or an ABR Loan under the Credit Agreement dated as of December 7, 2021, as amended or supplemented from time to time, by and among Blue Owl Finance LLC, as Borrower, Blue Owl Capital Holdings LP and Blue Owl Capital Carry LP as Parent Guarantors, the Subsidiary Guarantors party thereto, Bank of America, N.A., as Syndication Agent, JPMorgan Chase Bank, N.A., Wells Fargo Bank, National Association and Sumitomo Mitsui Banking Corporation, as Co-Documentation Agents and MUFG Bank, Ltd., as Administrative Agent.

The unpaid principal balance of the Revolving Promissory Note and accrued interest thereon was 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, 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 August 11, 2022, we entered into an Amended and Restated Senior Secured Revolving Credit Agreement (the “Revolving Credit Facility”), which amends and restates in its entirety that certain Senior Secured Revolving Credit Agreement, dated as of April 14, 2021 (as amended, restated, supplemented or otherwise modified prior to August 11, 2022). The parties to the Revolving Credit Facility include us, as Borrower, the lenders from time to time parties thereto (each a “Revolving Credit Lender” and collectively, the “Revolving Credit Lenders”) and Sumitomo Mitsui Banking Corporation, as Administrative Agent.

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

The maximum principal amount of the Revolving Credit Facility is $1.845 billion (increased from $1.550 billion to $1.775 billion on September 22, 2022, increased from $1.775 billion to $1.795 billion on October 5, 2022 and subsequently increased from $1.795 billion to $1.845 billion on November 22, 2022), subject to availability under the borrowing base, which is based on our portfolio investments and other outstanding indebtedness. The amount available for borrowing under the Revolving Credit Facility is reduced by any standby letters of credit issued through the Revolving Credit Facility. Maximum capacity under the Revolving Credit Facility may be increased to $2.325 billion through our exercise of an uncommitted accordion feature through which existing and new lenders may, at their option, agree to provide additional financing. The Revolving Credit Facility includes a $200 million limit for swingline loans and 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.
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The availability period under the Revolving Credit Facility will terminate on August 11, 2026 (the “Revolving Credit Facility Commitment Termination Date”). The Revolving Credit Facility will mature on August 11, 2027 (the “Revolving Credit Facility Maturity Date”). During the period from the Revolving Credit Facility Commitment Termination Date to the Revolving Credit Facility Maturity Date, we will be obligated to make mandatory prepayments under the Revolving Credit Facility out of the proceeds of certain asset sales and other recovery events and equity and debt issuances.

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

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

On August 24, 2022 (the “ORCIC JV WH Closing Date”), ORCIC JV WH LLC, a Delaware limited liability company (“ORCIC JV WH”) entered into a $400 million credit facility (the “Credit Agreement”) among the lenders party thereto (the “ORCIC JV WH Lenders”), Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and BofA Securities, Inc., as sole lead arranger and sole book manager. ORCIC JV WH was a wholly owned subsidiary of ORCIC BC 9 LLC, a Delaware limited liability company (the “Collateral Manager”) and the Collateral Manager was our wholly owned subsidiary. On November 2, 2022 (the “OCIC SLF Effective Date”), we and State Teachers Retirement System of Ohio (“OSTRS”) entered into an Amended and Restated Limited Liability Company Agreement (the “LLC Agreement”) to co-manage Blue Owl Credit Income Senior Loan Fund LLC (formerly, ORCIC BC 9 LLC) (“OCIC SLF”), a Delaware limited liability company. OCIC SLF is a joint venture that is expected to invest primarily in senior secured loans to middle market companies, broadly syndicated loans and in senior and subordinated notes issued by collateralized loan obligations. Prior to the OCIC SLF Effective Date, the ORCIC JV WH Lenders consented to the change in control of OCIC SLF. From and following the OCIC SLF Effective Date, the Credit Agreement continued as an obligation of OCIC SLF and its subsidiaries but was no longer indebtedness of us.

ORCIC JV WH II

On October 14, 2022 (the “ORCIC JV WH II Closing Date”), ORCIC JV WH II LLC, a Delaware limited liability company (“ORCIC JV WH II”) entered into an up to $500 million revolving loan facility (the “Revolving Loan Agreement”) among the lenders party thereto (the “ORCIC JV WH II Lenders”), and Royal Bank of Canada, as a ORCIC JV WH II Lender and as administrative agent (in such capacity, the “ORCIC JV WH II Administrative Agent”). ORCIC JV WH II was a wholly owned subsidiary of ORCIC BC 9 LLC, a Delaware limited liability company (the “Collateral Manager”) and the Collateral Manager was our wholly owned subsidiary. On the OCIC SLF Effective Date, we and OSTRS entered into the LLC Agreement to co-manage OCIC SLF. OCIC SLF is a joint venture that is expected to invest primarily in senior secured loans to middle market companies, broadly syndicated loans and in senior and subordinated notes issued by collateralized loan obligations. Prior to the OCIC SLF Effective Date, the ORCIC JV WH II Lenders consented to the change in control of OCIC SLF. From and following the OCIC SLF Effective Date, the Revolving Loan Agreement continued as an obligation of OCIC SLF and its subsidiaries but was no longer indebtedness of ORCIC.

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
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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 (the “SPV Asset Facility I”), with Core Income Funding I, as borrower, the lenders from time to time parties thereto (the “SPV Asset Facility I 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. The following describes the terms of the SPV Asset Facility I as amended through June 20, 2023 (the "SPV Asset Facility I Second Amendment Date").

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 our ownership of Core Income Funding I. The maximum principal amount of the Credit Facility is $525 million (decreased from $550 million on the SPV Asset Facility I Second Amendment date); 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.
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The SPV Asset Facility I provides for the ability to (1) draw term loans and (2) draw and redraw revolving loans under the SPV Asset Facility I through September 16, 2025 unless the revolving commitments are terminated or converted to term loans sooner as provided in the SPV Asset Facility I (the “SPV Asset Facility I Commitment Termination Date”). Unless otherwise terminated, the SPV Asset Facility I will mature on September 16, 2033 (the “SPV Asset Facility I Stated Maturity”). Prior to the SPV Asset Facility I 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 SPV Asset Facility I 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 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 0.40%) plus an applicable margin that ranges from 2.00% to 2.85% depending on a ratio of broadly syndicated loans to middle market loans in the collateral. From the SPV Asset Facility I Closing Date to the SPV Asset Facility I Commitment Termination Date, there is a commitment fee that steps up during the year after the SPV Asset Facility I 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 SPV Asset Facility I 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 (the "SPV Asset Facility II Closing Date"), 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 (the "SPV Asset Facility II Lenders"), 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 following describes the parties to the SPV Asset Facility II amended certain terms of the facility, including increasing the aggregate commitment of the SPV Asset Facility II Lenders from $500 million to $1 billion.

On December 20, 2021, the parties to the SPVas amended through August 1, 2022 (the "SPV Asset Facility II amended certain terms of the facility, including changes related to the elevation of Assigned Participation Interests.

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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 SPV Asset Facility II Lenders 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 $1.65 billion and adding two additional lenders.

On July 11, 2022, the parties to the SPV Asset Facility II entered into a joinder agreement increasing the Facility Amount from $1.65 billion to $1.69 billion and adding an additional lender.

On August 1, 2022, the parties to the SPV Asset Facility II entered into joinder agreements and amended certain terms of the facility including, among other changes, increasing the Facility Amount from $1.69 billion to $1.8 billion and adding additional lenders.Sixth Amendment Date").

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 $1.8 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 SPV Asset Facility II 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 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 SPV Asset Facility II 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
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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 SPV Asset Facility II 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 (“Core Income Funding III”), a Delaware limited liability company and our newly formed subsidiary entered into a Credit Agreement (the “SPV Asset Facility III”),
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with Core Income Funding III, as borrower, the Adviser, as servicer, the lenders from time to time parties thereto (the "SPV Asset Facility III Lenders"), 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 Core Income Funding III pursuant to a Sale and Contribution Agreement, dated as of the SPV Asset Facility III Closing Date, by and between the Company and Core Income Funding III. 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 Core Income Funding III, including the purchase of such assets from the Company. We retain a residual interest in assets contributed to or acquired by Core Income Funding III through our ownership of Core Income Funding III. 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 Core Income Funding III’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, Core Income Funding III may owe a prepayment penalty. Prior to the SPV Asset Facility III Stated Maturity, proceeds received by Core Income Funding III 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, Core Income Funding III 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 Asset Facility III contains customary covenants, including certain limitations on the activities of Core Income Funding III, 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 Core Income Funding III and on any payments received by Core Income Funding III in respect of those assets. Assets pledged to the SPV Asset Facility III Lenders will not be available to pay our debts.

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

SPV Asset Facility IV

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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 “SPV Asset Facility IV 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 SPV Asset Facility IV 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 our 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 SPV Facility IV Closing Date unless the revolving commitments are terminated
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or converted to term loans sooner as provided in the SPV Facility IV (the “SPV Facility IV Commitment Termination Date”). Unless otherwise terminated, the SPV Facility IV will mature on March 16, 2033 (the “SPV Facility IV Stated Maturity”). Prior to the SPV Facility IV 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 SPV Facility IV 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 SPV Asset Facility IV 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 SPV Facility IV Closing Date to the SPV Facility IV Commitment Termination Date, there is a commitment fee that steps up during the year after the SPV Facility IV 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 SPV Asset IV Lenders will not be available to pay our debts.

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

SPV Asset Facility V

On March 9, 2023 (the “SPV Facility V Closing Date”), Core Income Funding V LLC (“Core Income Funding V”), a Delaware limited liability company and our newly formed subsidiary, entered into a loan and security agreement (the “SPV Asset Facility V”), with Core Income Funding V, as Borrower, us, as Servicer and Equityholder, the lenders from time to time parties thereto (the “SPV Asset Facility V Lenders”), Wells Fargo Bank, National Association, as Administrative Agent, State Street Bank and Trust Company, as Collateral Agent, and Alter Domus (US) LLC as Collateral Custodian.

From time to time, we expect to sell and contribute certain loan assets to Core Income Funding V pursuant to a Sale and Contribution Agreement, dated as of the SPV Facility V Closing Date, by and between us and Core Income Funding V. No gain or loss will be recognized as a result of the contribution. Proceeds from the SPV Facility V will be used to finance the origination and acquisition of eligible assets by Core Income Funding V, including the purchase of such assets from us. We retain a residual interest in assets contributed to or acquired by Core Income Funding V through our ownership of Core Income Funding V. The maximum principal amount of the SPV Facility V is $300 million; the availability of this amount is subject to a borrowing base test, which is based on the value of Core Income Funding V’s assets from time to time, and satisfaction of certain conditions, including certain concentration limits and other portfolio tests.

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

Amounts drawn bear interest at Daily Simple SOFR plus a spread equal to 2.70% per annum, which spread will increase by 2.00% per annum upon the occurrence and during the existence of an event of default or following the SPV Facility V Termination Date (such spread, the “SPV Facility V Applicable Spread”). Daily Simple SOFR may be replaced as a base rate under certain circumstances. During the SPV Facility V Reinvestment Period, Core Income Funding V will pay an undrawn fee ranging from 0.25% to 0.50% per annum on the undrawn amount, if any, of the revolving commitments in the SPV Facility V that are not subject to the separate, higher fee described below. On and after the six-month anniversary of the SPV Facility V Closing Date and during the SPV Facility V Reinvestment Period, if the undrawn commitments are in excess of a certain portion (initially 50% and decreasing to 30%) of the total commitments under the SPV Facility V, such portion will not be subject to the undrawn fee described above, but Core Income Funding V will pay a separate fee on this portion of the undrawn commitments equal to 1.50% multiplied by such excess undrawn commitment amount over 50% or 30% of the total commitments, as applicable. The SPV Facility V contains customary covenants, including certain financial maintenance covenants, limitations on the activities of Core Income Funding V, including limitations on incurrence of incremental indebtedness, and customary events of default. The SPV Facility V is secured by a perfected
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first priority security interest in the assets of Core Income Funding V and on any payments received by Core Income Funding V in respect of those assets. Assets pledged to the Lenders will not be available to pay our debts.

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

SPV Asset Facility VI

On August 29, 2023 (the “SPV Asset Facility VI Closing Date”), Core Income Funding VI LLC (“Core Income Funding VI”), a Delaware limited liability company and newly formed subsidiary of ours, entered into a Credit Agreement (the “SPV Asset Facility VI”), with Core Income Funding VI LLC, as Borrower, the lenders from time to time parties thereto (the “SPV Asset Facility VI Lenders”), The Bank of Nova Scotia, as Administrative Agent, State Street Bank and Trust Company as Collateral Agent and Alter Domus (US) LLC as Document Custodian.

From time to time, we expect to sell and contribute certain investments to Core Income Funding VI pursuant to a Sale and Contribution Agreement by and between us and Core Income Funding VI. No gain or loss will be recognized as a result of the contribution. Proceeds from the SPV Asset Facility VI will be used to finance the origination and acquisition of eligible assets by Core Income Funding VI, including the purchase of such assets from us. We retain a residual interest in assets contributed to or acquired by Core Income Funding VI through our ownership of Core Income Funding VI. The maximum principal amount of the SPV Asset Facility VI is $750 million; the availability of this amount is subject to an overcollateralization ratio test, which is based on the value of Core Income Funding VI’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 VI provides for the ability to (1) draw term loans and (2) draw and redraw revolving loans under the SPV Asset Facility VI for a period of up to two years after the SPV Asset Facility VI Closing Date unless the revolving commitments are terminated or converted to term loans sooner as provided in the SPV Asset Facility VI (the “SPV Asset Facility VI Commitment Termination Date”). Unless otherwise terminated, the SPV Asset Facility VI will mature on August 29, 2032 (the “SPV Asset Facility VI Stated Maturity”). Prior to the SPV Asset Facility VI Stated Maturity, proceeds received by Core Income Funding VI 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 VI Stated Maturity, Core Income Funding VI 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 plus an applicable margin that ranges from 1.85% to 2.85% depending on a ratio of broadly syndicated loans to middle market loans in the collateral during the SPV Asset Facility VI Reinvestment Period. From the SPV Asset Facility VI Closing Date to the SPV Asset Facility VI Commitment Termination Date, there is a commitment fee that steps up during the year after the SPV Asset Facility VI Closing Date from 0.00% to 0.55% per annum on the undrawn amount, if any, of the revolving commitments in the SPV Asset Facility VI. The SPV Asset Facility VI contains customary covenants, including certain financial maintenance covenants, limitations on the activities of Core Income Funding VI, including limitations on incurrence of incremental indebtedness, and customary events of default. The SPV Asset Facility VI is secured by a perfected first priority security interest in the assets of Core Income Funding VI and on any payments received by Core Income Funding VI in respect of those assets. Assets pledged to the Lenders will not be available to pay our debts.

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

CLOs

CLO VIII

On October 21, 2022 (the “CLO VIII Closing Date”), we completed a $391.675 million term debt securitization transaction (the “CLO VIII Transaction”), also known as a collateralized loan obligation transaction, which is a form of secured financing incurred by us. The secured notes and preferred shares issued in the CLO VIII Transaction and the secured loan borrowed in the CLO VIII Transaction were issued and incurred, as applicable, by our consolidated subsidiary CLO VIII, LLC, a limited liability organized under the laws of the State of Delaware (the “CLO VIII Issuer”) and are backed by a portfolio of collateral obligations consisting of middle market loans and participation interests in middle market loans as well as by other assets of the CLO VIII Issuer.

The CLO VIII Transaction was executed by (A) the issuance of the following classes of notes and preferred shares pursuant to an indenture and security agreement dated as of the CLO VIII Closing Date (the “CLO VIII Indenture”), by and among the CLO VIII Issuer and State Street Bank and Trust Company: (i) $152 million of AAA(sf) Class A-T Notes, which bear interest at three-month term SOFR plus 2.50%, (ii) $46 million of AAA(sf) Class A-F Notes, which bear interest at 6.02%, (iii) $32 million of AA(sf) Class B Notes, which bear interest at three-month term SOFR plus 3.50% and (iv) $30 million of A(sf) Class C Notes, which bear interest at 4.90% (together, the “CLO VIII Secured Notes”) and (B) the borrowing by the CLO VIII Issuer of $30 million under floating rate Class A-L loans (the “Class A-L Loans” and together with the CLO VIII Secured Notes, the “CLO VIII Debt”). The Class A-L Loans bear interest at three-month term SOFR plus 2.50%. The Class A-L Loans were borrowed under a loan agreement (the “A-L Loan Agreement”), dated as of the CLO VIII Closing Date, by and among the CLO VIII Issuer, as borrower, various financial institutions, as lenders, and State Street Bank and Trust Company, as collateral trustee and loan agent. The CLO VIII Debt is secured by middle market loans, participation interests in middle market loans and other assets of the CLO VIII Issuer. The CLO VIII Debt is scheduled to mature on November 20, 2034. The CLO VIII Secured Notes were privately placed by Natixis Securities Americas LLC as placement agent.

Concurrently with the issuance of the CLO VIII Secured Notes and the borrowing under the Class A-L Loans, the CLO VIII Issuer issued approximately $101.675 million of subordinated securities in the form of 101,675 preferred shares at an issue price of U.S.$1,000 per share (the “CLO VIII Preferred Shares”). The CLO VIII Preferred Shares were issued by the CLO VIII Issuer as part of its issued share capital and are not secured by the collateral securing the CLO VIII Debt. We purchased all of the CLO VIII Preferred Shares. We act as retention holder in connection with the CLO VIII Transaction for the purposes of satisfying certain U.S. and European Union regulations requiring sponsors of securitization transactions to retain exposure to the performance of the securitized assets and as such is required to retain a portion of the CLO VIII Preferred Shares.

As part of the CLO VIII Transaction, we entered into a loan sale agreement with the CLO VIII Issuer dated as of the CLO VIII Closing Date, which provided for the sale and contribution of approximately $143.098 million funded par amount of middle market loans from us to the CLO VIII Issuer on the CLO VIII Closing Date and for future sales from us to the CLO VIII Issuer on an ongoing basis. Such loans constituted part of the initial portfolio of assets securing the CLO VIII Debt. The remainder of the initial portfolio assets securing the CLO VIII Debt consisted of approximately $113.025 million funded par amount of middle market loans purchased by the CLO VIII Issuer from Core Income Funding I LLC, our wholly-owned subsidiary, under an additional loan sale agreement executed on the CLO VIII Closing Date between the CLO VIII Issuer and Core Income Funding I LLC. No gain or loss was recognized as a result of these sales and contributions. We and Core Income Funding I LLC each made customary representations, warranties, and covenants to the CLO VIII Issuer under the applicable loan sale agreement.

Through July 20, 2025, a portion of the proceeds received by the CLO VIII Issuer from the loans securing the CLO VIII Debt may be used by the CLO VIII Issuer to purchase additional middle market loans under the direction of the Adviser in its capacity as collateral manager for the CLO VIII Issuer and in accordance with our investing strategy and ability to originate eligible middle market loans.

The CLO VIII Debt is the secured obligation of the CLO VIII Issuer, and the CLO VIII Indenture, the A-L Loan Agreement each include customary covenants and events of default. The CLO VIII Secured Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities (e.g., “blue sky”) laws, and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or pursuant to an applicable exemption from such registration.

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The Adviser will serve as collateral manager for the CLO VIII Issuer under a collateral management agreement dated as of the CLO VIII Closing Date. The Adviser is entitled to receive fees for providing these services. The Adviser has waived its right to receive such fees but may rescind such waiver at any time; provided, however, that if the Adviser rescinds such waiver, the management fee payable to Adviser pursuant to the Amended and Restated Investment Advisory Agreement, dated May 18, 2021,
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between the Adviser and us will be offset by the amount of the collateral management fee attributable to the CLO VIII Issuer’s equity or notes owned by us.

CLO XI

On May 24, 2023 (the “CLO XI Closing Date”), we completed a $395.82$395.8 million term debt securitization transaction (the “CLO XI Transaction”), also known as a collateralized loan obligation transaction, which is a form of secured financing incurred by us. The secured notes and preferred shares issued in the CLO XI Transaction and the secured loan borrowed in the CLO XI Transaction were issued and incurred, as applicable, by our consolidated subsidiary CLO XI, LLC, a limited liability organized under the laws of the State of Delaware (the “CLO XI Issuer”) and are backed by a portfolio of collateral obligations consisting of middle market loans and participation interests in middle market loans as well as by other assets of the CLO XI Issuer.

The CLO XI Transaction was executed by (A) the issuance of the following classes of notes and preferred shares pursuant to an indenture and security agreement dated as of the CLO XI Closing Date (the “CLO XI Indenture”), by and among the CLO XI Issuer and State Street Bank and Trust Company: (i) $152.5 million of AAA(sf) Class A-1T Notes, which bear interest at three-month term SOFR plus 2.50%, (ii) $25.5 million of AAA(sf) Class A-1F Notes, which bear interest at 6.10% and (iii) $32 million of AA(sf) Class B Notes, which bear interest at three-month term SOFR plus 3.60% (together, the “CLO XI Secured Notes”) and (B) the borrowing by the Issuer of $50 million under floating rate Class A-1L loans (the “CLO XI Class A-1L Loans” and together with the CLO XI Secured Notes, the “CLO XI Debt”). The CLO XI Class A-1L Loans bear interest at three-month term SOFR plus 2.50%. The CLO XI Class A-1L Loans were borrowed under a loan agreement (the “CLO XI A-1L Loan Agreement”), dated as of the CLO XI Closing Date, by and among the CLO XI Issuer, as borrower, various financial institutions, as lenders, and State Street Bank and Trust Company, as collateral trustee and loan agent. The CLO XI Debt is secured by middle market loans, participation interests in middle market loans and other assets of the Issuer. The CLO XI Debt is scheduled to mature on May 15, 2035. The CLO XI Secured Notes were privately placed by SMBC Nikko Securities America, Inc. as Initial Purchaser.

Concurrently with the issuance of the CLO XI Secured Notes and the borrowing under the CLO XI Class A-1L Loans, the CLO XI Issuer issued approximately $135.82$135.8 million of subordinated securities in the form of 135,820 preferred shares at an issue price of U.S. $1,000 per share (the “CLO XI Preferred Shares”). The CLO XI Preferred Shares were issued by the CLO XI Issuer as part of its issued share capital and are not secured by the collateral securing the CLO XI Debt. We purchased all of the CLO XI Preferred Shares.
We act as retention holder in connection with the CLO XI Transaction for the purposes of satisfying certain U.S. and European Union regulations requiring sponsors of securitization transactions to retain exposure to the performance of the securitized assets and as such is required to retain a portion of the CLO XI Preferred Shares.

As part of the CLO XI Transaction, we entered into a loan sale agreement with the CLO XI Issuer dated as of the CLO XI Closing Date, which provided for the contribution of approximately $96.434$96.4 million funded par amount of middle market loans from us to the CLO XI Issuer on the CLO XI Closing Date and for future sales from us to the CLO XI Issuer on an ongoing basis. Such loans constituted part of the initial portfolio of assets securing the CLO XI Debt. No gain or loss was recognized as a result of these sales and contributions. The remainder of the initial portfolio assets securing the CLO XI Debt consisted of approximately $260.584$260.6 million funded par amount of middle market loans purchased by the CLO XI Issuer from Core Income Funding IV LLC, our wholly-owned subsidiary, under an additional loan sale agreement executed on the CLO XI Closing Date between the CLO XI Issuer and Core Income Funding IV LLC (the “Core Income Funding IV Loan Sale Agreement”). We and Core Income Funding IV LLC each made customary representations, warranties, and covenants to the CLO XI Issuer under the applicable loan sale agreement.

Through May 15, 2027, a portion of the proceeds received by the CLO XI Issuer from the loans securing the CLO XI Debt may be used by the CLO XI Issuer to purchase additional middle market loans under the direction of Blue Owl Credit Advisors LLC (“OCA”), our investment advisor, in its capacity as collateral manager for the CLO XI Issuer and in accordance with our investing strategy and ability to originate eligible middle market loans.

The CLO XI Debt is the secured obligation of the CLO XI Issuer, and the CLO XI Indenture and CLO XI A-1L Loan Agreement each include customary covenants and events of default. The CLO XI Secured Notes have not been registered under the Securities Act , or any state securities (e.g., “blue sky”) laws, and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or pursuant to an applicable exemption from such registration.

The Adviser will serve as collateral manager for the CLO XI Issuer under a collateral management agreement dated as of the CLO XI Closing Date. The Adviser is entitled to receive fees for providing these services. The Adviser has waived its right to receive such fees but may rescind such waiver at any time; provided, however, that if the Adviser rescinds such waiver, the management fee
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payable to the Adviser pursuant to the Amended and Restated Investment Advisory Agreement, dated May 18, 2021, between the Adviser and us will be offset by the amount of the collateral management fee attributable to the CLO XI Issuer’s equity or notes owned by us.

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CLO XII

On July 18, 2023 (the “CLO XII Closing Date”), we completed a $396.5 million term debt securitization transaction (the “CLO XII Transaction”), also known as a collateralized loan obligation transaction, which is a form of secured financing incurred by us. The secured notes and preferred shares issued in the CLO XII Transaction and the secured loan borrowed in the CLO XII Transaction were issued and incurred, as applicable, by our consolidated subsidiary Owl Rock CLO XII, LLC, a limited liability organized under the laws of the State of Delaware (the “CLO XII Issuer”) and are backed by a portfolio of collateral obligations consisting of middle market loans and participation interests in middle market loans as well as by other assets of the CLO XII Issuer.

The CLO XII Transaction was executed by (A) the issuance of the following classes of notes and preferred shares pursuant to an indenture and security agreement dated as of the CLO XII Closing Date (the “CLO XII Indenture”), by and among the CLO XII Issuer and State Street Bank and Trust Company: (i) $90 million of AAA(sf) Class A-1A Notes, which bear interest at three-month term SOFR plus 2.55%, (ii) $22 million of AAA(sf) Class A-1B Notes, which bear interest at 6.37%, (iii) $8 million of AAA(sf) Class A-2 Notes, which bear interest at three-month term SOFR plus 3.10% and (iv) $24 million of AA(sf) Class B Notes, which bear interest at three-month term SOFR plus 3.55% (together, the “CLO XII Secured Notes”) and (B) the borrowing by the CLO XII Issuer of $116 million under floating rate Class A-1L loans (the “CLO XII Class A-1L Loans” and together with the CLO XII Secured Notes, the “CLO XII Debt”). The CLO XII Class A-1L Loans bear interest at three-month term SOFR plus 2.55%. The CLO XII Class A-1L Loans were borrowed under a credit agreement (the “CLO XII Class A-1L Credit Agreement”), dated as of the CLO XII Closing Date, by and among the CLO XII Issuer, as borrower, various financial institutions, as lenders, and State Street Bank and Trust Company, as collateral trustee and loan agent. The CLO XII Debt is secured by middle market loans, participation interests in middle market loans and other assets of the CLO XII Issuer. The CLO XII Debt is scheduled to mature on July 20, 2034. The CLO XII Secured Notes were privately placed by BofA Securities, Inc. as Initial Purchaser.

Concurrently with the issuance of the CLO XII Secured Notes and the borrowing under the CLO XII Class A-1L Loans, the CLO XII Issuer issued approximately $136.5 million of subordinated securities in the form of 136,500 preferred shares at an issue price of U.S. $1,000 per share (the “CLO XII Preferred Shares”). The CLO XII Preferred Shares were issued by the CLO XII Issuer as part of its issued share capital and are not secured by the collateral securing the CLO XII Debt. We purchased all of the CLO XII Preferred Shares. We act as retention holder in connection with the CLO XII Transaction for the purposes of satisfying certain U.S. and European Union regulations requiring sponsors of securitization transactions to retain exposure to the performance of the securitized assets and as such is required to retain a portion of the CLO XII Preferred Shares.

As part of the CLO XII Transaction, we entered into a loan sale agreement with the CLO XII Issuer dated as of the CLO XII Closing Date (the “CLO XII OCIC Loan Sale Agreement”), which provided for the contribution of approximately $77.963 million funded par amount of middle market loans from us to the CLO XII Issuer on the CLO XII Closing Date and for future sales from us to the CLO XII Issuer on an ongoing basis. Such loans constituted part of the initial portfolio of assets securing the CLO XII Debt. The remainder of the initial portfolio assets securing the CLO XII Debt consisted of approximately $295.704 million funded par amount of middle market loans purchased by the CLO XII Issuer from Core Income Funding III LLC, a wholly-owned subsidiary of ours, under an additional loan sale agreement executed on the CLO XII Closing Date between the CLO XII Issuer and Core Income Funding III LLC (the “CLO XII Core Income Funding III Loan Sale Agreement”). No gain or loss was recognized as a result of these sales and contributions. We and Core Income Funding III LLC each made customary representations, warranties, and covenants to the CLO XII Issuer under the applicable loan sale agreement.

Through July 20, 2026, a portion of the proceeds received by the CLO XII Issuer from the loans securing the CLO XII Debt may be used by the CLO XII Issuer to purchase additional middle market loans under the direction of the Adviser in its capacity as collateral manager for the CLO XII Issuer and in accordance with our investing strategy and ability to originate eligible middle market loans.

The CLO XII Debt is the secured obligation of the CLO XII Issuer, and the CLO XII Indenture and CLO XII Class A-1L Credit Agreement each include customary covenants and events of default. The CLO XII Secured Notes have not been registered under the Securities Act, or any state securities (e.g., “blue sky”) laws, and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or pursuant to an applicable exemption from such registration.

The Adviser will serve as collateral manager for the CLO XII Issuer under a collateral management agreement dated as of the CLO XII Closing Date (the “Collateral Management Agreement”). The Adviser is entitled to receive fees for providing these services. The Adviser has waived its right to receive such fees but may rescind such waiver at any time; provided, however, that if the Adviser rescinds such waiver, the management fee payable to the Adviser pursuant to the Amended and Restated Investment Advisory Agreement, dated May 18, 2021, between the Adviser and us will be offset by the amount of the collateral management fee attributable to the CLO XII Issuer’s equity or notes owned by us.

Unsecured Notes
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On November 30, 2022, we entered into an agreement of removal, appointment and acceptance (the “Tripartite Agreement”), with Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association (the “Retiring Trustee”) and Trust Bank (the “Successor Trustee”), with respect to the Indenture, dated September 23, 2021 between us and the Retiring Trustee (the “Base Indenture”), the first supplemental indenture, dated September 23, 2021 (the “First Supplemental Indenture”) between us and the Retiring Trustee, the second supplemental indenture, dated February 8, 2022 (the “Second Supplemental Indenture”) between us and the Retiring Trustee, the third supplemental indenture, dated March 29, 2022 (the “Third Supplemental Indenture”) between us and the Retiring Trustee, and the Fourth Supplemental Indenture, dated September 16, 2022 (the “Fourth Supplemental Indenture” and together with the Base Indenture, the First Supplemental Indenture, the Second Supplemental Indenture and the Third Supplemental Indenture, the “Indenture”) between us and the Retiring Trustee.

The Tripartite Agreement provided that, effective as of the date thereof, (1) the Retiring Trustee assigns, transfers, delivers and confirms to the Successor Trustee all of its rights, title and interest under the Indenture and all of the rights, power, trusts and duties as trustee, security registrar, paying agent, authenticating agent and depositary custodian under the Indenture; and (2) the Successor Trustee accepts its appointment successor trustee, security registrar, paying agent, authenticating agent and depositary custodian under the Indenture, and accepts the rights, indemnities, protections, powers, trust and duties of or afforded to Retiring Trustee as trustee, security registrar, paying agent, authenticating agent and depositary custodian under the Indenture. The Successor Trustee’s appointment in its capacities as paying agent and security registrar became effective on December 14, 2022.

September 2026 Notes

On September 23, 2021, we issued $350 million aggregate principal amount of 3.125% notes due 2026 (the notes initially issued on September 23, 2021, together with the registered notes issued in the exchange offer described below, the “September 2026 Notes”) in a private placement in reliance on Section 4(a)(2) of the Securities Act, and for initial resale to qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A promulgated under the Securities Act. TheWhen initially issued, the September 2026 Notes havewere not been registered under the Securities Act and maycould 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 the Base Indenture, and the First Supplemental Indenture (together, the “September 2026 Indenture”). 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 issueterms 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 notes initially issued on September 2026 Notes23, 2021 for newly issuer registered notes with substantially similar terms, which expired on August 23, 2022 and was completed promptly thereafter.

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 Successor 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.
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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 notes initially issued on February 8, 2022, together with the registered notes issued in the exchange offer described below, the “February 2027 Notes”) in a
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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. TheWhen initially issued, the February 2027 Notes havewere not been registered under the Securities Act and maycould 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 the Second Supplemental Indenture (together, the “February 2027 Indenture”). 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 issueterms 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 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 notes initially issued on February 2027 Notes8, 2022 for newly issuer registered notes with substantially similar terms, which expired on August 23, 2022 and was completed promptly thereafter.

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 Successor 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 notes initially issued on March 29, 2022, together with the registered notes issued in the exchange offer described below, 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. TheWhen initially issued, the March 2025 Notes havewere not been registered under the Securities Act and maycould 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 the Third Supplemental Indenture (together, the “March 2025 Indenture”). 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
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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 issueterms 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 notes initially issued on March 2025 Notes29, 2022 for newly issuer registered notes with substantially similar terms, which expired on August 23, 2022 and was completed promptly thereafter.

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.

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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 Successor 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.

September 2027 Notes

On September 16, 2022, we issued $600 million aggregate principal amount of 7.750% notes due 2027 (the notes initially issued on September 16, 2022, together with the registered notes issued in the exchange offer described below, the “September 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. TheWhen initially issued, the September 2027 Notes havewere not been registered under the Securities Act and maycould not be offered or sold in the United States absent registration or an applicable exemption from registration.

The September 2027 Notes were issued pursuant to the Base Indenture and the Fourth Supplemental Indenture (together, the “September 2027 Indenture”). The September 2027 Notes will mature on September 16, 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 September 2027 Indenture. The September 2027 Notes bear interest at a rate of 7.750% per year payable semi-annually on March 16 and September 16 of each year, commencing on March 16, 2023. Concurrent with the issuance of the September 2027 Notes, we entered into a Registration Rights Agreement (the “September 2027 Registration Rights Agreement”) for the benefit of the purchasers of the September 2027 Notes. Pursuant to the September 2027 Registration Rights Agreement, we are obligated to file a registration statement with the SEC with respect to an offer to exchange the September 2027 Notes for a new issueterms of debt securities registered under the Securities Act with terms substantially identical to those of the September 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 September 2027 Notes. If we fail to satisfy its registration obligations under the September 2027 Registration Rights Agreement, we will be required to pay additional interest to the holders of the September 2027 Notes. The Company filed a registration statement with the SEC and, on July 24, 2024,12, 2023, commenced an offer to exchange the notes initially issued on September 2027 Notes16, 2022 for newly issuer registered notes with substantially similar terms. See "ITEM 1. - Notes to Consolidated Financial Statements - Note 12. Subsequent Events."terms, which expired on August 23, 2023 and was completed promptly thereafter.

The September 2027 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 2027 Notes. The September 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 September 2027 Notes. The September 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 September 2027 Notes will rank structurally
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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 2027 Indenture contains certain covenants, including covenants requiring us to (i) comply with Section 18(a)(1)(A) of the 1940 Act whether or not it is subject to those requirements, and (ii) provide financial information to the holders of the September 2027 Notes and the Successor 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 2027 Indenture.

In addition, if a change of control repurchase event, as defined in the Indenture, occurs prior to maturity, holders of the September 2027 Notes will have the right, at their option, to require us to repurchase for cash some or all of the September 2027 Notes at a repurchase price equal to 100% of the aggregate principal amount of the September 2027 Notes being repurchased, plus accrued and unpaid interest to, but not including, the repurchase date.

In connection with the issuance of the September 2027 Notes, on October 18, 2022 we entered into centrally cleared interest rate swaps. The notional amount of the interest rate swaps is $600.0 million. We will receive fixed rate interest at 7.750% and pay variable rate interest based on SOFR plus 3.84%. The interest rate swaps mature on September 16, 2027. For the three months ended June 30, 2023 we did not make any periodic payments. For the six months ended JuneSeptember 30, 2023 we made a periodic payment of $0.7 million, respectively.$4.2 million. For the nine months ended September 30, 2023 we made periodic payments of $4.9 million. The interest expense related to the September 2027 Notes is equally offset by the proceeds received from the interest rate swaps. The swap adjusted interest expense is included as a component of interest expense on our Consolidated Statements of Operations. As of JuneSeptember 30, 2023, the interest rate swap had a fair value of $(3.1)$(11.0) million ($(0.1)(0.6) million net of the present value of the cash flows of the September 2027 Notes). As of December 31, 2022, the interest rate swap had a fair value of $4.0 million ($0.4 million net of the present value of the cash flows of the September 2027 Notes). Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of accrued expenses and other liabilities or prepaid expenses and other assets on our Consolidated Statements of Assets and Liabilities. The change in fair value of the interest rate swap is offset by the change in fair value of the September 2027 Notes, with the remaining difference included as a component of
168


interest expense on the Consolidated Statements of Operations. For further details, see “ITEM 1. – Notes to Consolidated Financial Statements – Note 6. Debt.”

June 2028 Notes

On June 13, 2023, we issued $500 million aggregate principal amount of itsour 7.950% notes due 2028 (theand on July 14, we issued an additional $150 million aggregate principal amount of our 7.950% notes due 2028 (together, the “June 2028 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 June 2028 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 June 2028 Notes were issued pursuant to the Base Indenture and the Fifth Supplemental Indenture (together with the Base Indenture, the “June 2028 Indenture”), between us and the Trustee. The June 2028 Notes will mature on June 13, 2028 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 June 2028 Indenture. The June 2028 Notes bear interest at a rate of 7.950% per year payable semi-annually on June 13 and December 13 of each year, commencing on December 13, 2023. Concurrent with the issuance of the June 2028 Notes, we entered into a Registration Rights Agreement (the “June 2028 Registration Rights Agreement”) for the benefit of the purchasers of the June 2028 Notes. Pursuant to the June 2028 Registration Rights Agreement, we are obligated to file a registration statement with the SEC with respect to an offer to exchange the June 2028 Notes for a new issue of debt securities registered under the Securities Act with terms substantially identical to those of the June 2028 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 June 2028 Notes. If we fail to satisfy our registration obligations under the June 2028 Registration Rights Agreement, we will be required to pay additional interest to the holders of the June 2028 Notes.

The June 2028 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 June 2028 Notes. The June 2028 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 June 2028 Notes. The June 2028 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 June 2028 Notes will rank structurally subordinated, or junior, to all existing and future indebtedness and other obligations (including trade payables) incurred by our subsidiaries, financing vehicles or similar facilities.

The June 2028 Indenture contains certain covenants, including covenants requiring us to (i) comply with Section 18(a)(1)(A) of the 1940 Act whether or not we are subject to those requirements, and (ii) provide financial information to the holders of the June
159


2028 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 June 2028 Indenture.

In addition, if a change of control repurchase event, as defined in the Indenture, occurs prior to maturity, holders of the June 2028 Notes will have the right, at their option, to require us to repurchase for cash some or all of the June 2028 Notes at a repurchase price equal to 100% of the aggregate principal amount of the June 2028 Notes being repurchased, plus accrued and unpaid interest to, but not including, the repurchase date.

Off-Balance Sheet Arrangements

Portfolio Company Commitments

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

Portfolio CompanyInvestmentJune 30, 2023December 31, 2022
($ in thousands)
AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLCLLC Interest$38,884 $45,000 
AAM Series 2.1 Aviation Feeder, LLCLLC Interest26,056 43,432 
ABB/Con-cise Optical Group LLCFirst lien senior secured revolving loan— 186 
ACR Group Borrower, LLCFirst lien senior secured revolving loan245 537 
AmeriLife Holdings LLCFirst lien senior secured revolving loan13,561 16,273 
AmeriLife Holdings LLCFirst lien senior secured delayed draw term loan10,848 10,849 
Anaplan, Inc.First lien senior secured revolving loan16,528 16,528 
Apex Service Partners, LLCFirst lien senior secured revolving loan4,600 1,725 
Appfire Technologies, LLCFirst lien senior secured revolving loan1,633 1,539 
Appfire Technologies, LLCFirst lien senior secured delayed draw term loan14,326 16,366 
Aramsco, Inc.First lien senior secured revolving loan3,584 — 
Aramsco, Inc.First lien senior secured delayed draw term loan1,299 — 
Armstrong Bidco Ltd. (dba The Access Group)First lien senior secured delayed draw term loan2,142 3,734 
Ascend Buyer, LLC (dba PPC Flexible Packaging)First lien senior secured revolving loan5,106 5,106 
Associations, Inc.First lien senior secured revolving loan4,829 4,829 
Associations, Inc.First lien senior secured delayed draw term loan21,350 56,283 
Athenahealth Group Inc.First lien senior secured delayed draw term loan3,631 3,631 
Avalara, Inc.First lien senior secured revolving loan7,045 7,045 
Adenza Group, Inc.First lien senior secured delayed draw term loan2,145 2,145 
Adenza Group, Inc.First lien senior secured revolving loan2,591 2,591 
Bayshore Intermediate #2, L.P. (dba Boomi)First lien senior secured revolving loan1,274 1,062 
BCPE Osprey Buyer, Inc. (dba PartsSource)First lien senior secured delayed draw term loan31,034 31,034 
Portfolio CompanyInvestmentSeptember 30, 2023December 31, 2022
($ in thousands)
AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLCLLC Interest$9,788 $45,000 
AAM Series 2.1 Aviation Feeder, LLCLLC Interest9,909 43,432 
Abacus Life, Inc.First lien senior secured delayed draw term loan9,375 — 
160169


Portfolio CompanyInvestmentJune 30, 2023December 31, 2022
BCPE Osprey Buyer, Inc. (dba PartsSource)First lien senior secured revolving loan2,897 4,655 
BCTO BSI Buyer, Inc. (dba Buildertrend)First lien senior secured revolving loan161 161 
BELMONT BUYER, INC. (dba Valenz)First lien senior secured delayed draw term loan13,300 — 
BELMONT BUYER, INC. (dba Valenz)First lien senior secured revolving loan5,925 — 
Brightway Holdings, LLCFirst lien senior secured revolving loan1,053 2,105 
BTRS Holdings Inc. (dba Billtrust)First lien senior secured delayed draw term loan697 917 
BTRS Holdings Inc. (dba Billtrust)First lien senior secured revolving loan752 1,157 
Canadian Hospital Specialties Ltd.First lien senior secured delayed draw term loan— 637 
Canadian Hospital Specialties Ltd.First lien senior secured revolving loan179 248 
CivicPlus, LLCFirst lien senior secured revolving loan1,840 2,245 
Community Brands ParentCo, LLCFirst lien senior secured delayed draw term loan3,750 3,750 
Community Brands ParentCo, LLCFirst lien senior secured revolving loan1,875 1,875 
CoolSys, Inc.First lien senior secured delayed draw term loan770 — 
CoreTrust Purchasing Group LLCFirst lien senior secured delayed draw term loan14,183 14,183 
CoreTrust Purchasing Group LLCFirst lien senior secured revolving loan14,183 14,183 
Coupa Holdings, LLCFirst lien senior secured revolving loan1,664 — 
Coupa Holdings, LLCFirst lien senior secured delayed draw term loan2,174 — 
Denali BuyerCo, LLC (dba Summit Companies)First lien senior secured delayed draw term loan— 5,712 
Denali BuyerCo, LLC (dba Summit Companies)First lien senior secured revolving loan9,963 9,963 
Dermatology Intermediate Holdings III, Inc.First lien senior secured delayed draw term loan52 278 
Diamondback Acquisition, Inc. (dba Sphera)First lien senior secured delayed draw term loan9,553 9,553 
Disco Parent, Inc. (dba Duck Creek Technologies, Inc.)First lien senior secured revolving loan91 — 
Douglas Products and Packaging Company LLCFirst lien senior secured revolving loan2,880 3,199 
EET Buyer, Inc. (dba e-Emphasys)First lien senior secured revolving loan3,387 1,955 
Entertainment Benefits Group, LLCFirst lien senior secured revolving loan9,667 3,867 
EOS U.S. Finco LLCFirst lien senior secured loan10,112 — 
Evolution BuyerCo, Inc. (dba SIAA)First lien senior secured delayed draw term loan200 200 
Evolution BuyerCo, Inc. (dba SIAA)First lien senior secured revolving loan676 676 
Formerra, LLCFirst lien senior secured delayed draw term loan54 211 
Formerra, LLCFirst lien senior secured revolving loan479 526 
Portfolio CompanyInvestmentSeptember 30, 2023December 31, 2022
ABB/Con-cise Optical Group LLCFirst lien senior secured revolving loan— 186 
ACR Group Borrower, LLCFirst lien senior secured revolving loan337 537 
Activate Holdings (US) Corp. (dba Absolute Software)First lien senior secured revolving loan352 — 
AmeriLife Holdings LLCFirst lien senior secured revolving loan13,561 16,273 
AmeriLife Holdings LLCFirst lien senior secured delayed draw term loan10,848 10,849 
Anaplan, Inc.First lien senior secured revolving loan16,528 16,528 
Apex Service Partners, LLCFirst lien senior secured revolving loan1,725 1,725 
Appfire Technologies, LLCFirst lien senior secured revolving loan1,633 1,539 
Appfire Technologies, LLCFirst lien senior secured delayed draw term loan11,285 16,366 
Aramsco, Inc.First lien senior secured revolving loan2,151 — 
Aramsco, Inc.First lien senior secured delayed draw term loan223 — 
Armstrong Bidco Ltd. (dba The Access Group)First lien senior secured delayed draw term loan— 3,734 
Ascend Buyer, LLC (dba PPC Flexible Packaging)First lien senior secured revolving loan5,106 5,106 
Associations, Inc.First lien senior secured revolving loan4,829 4,829 
Associations, Inc.First lien senior secured delayed draw term loan13,544 56,283 
Athenahealth Group Inc.First lien senior secured delayed draw term loan— 3,631 
Avalara, Inc.First lien senior secured revolving loan7,045 7,045 
Adenza Group, Inc.First lien senior secured delayed draw term loan— 2,145 
Adenza Group, Inc.First lien senior secured revolving loan2,591 2,591 
AWP Group Holdings, Inc.First lien senior secured delayed draw term loan7,024 — 
AWP Group Holdings, Inc.First lien senior secured revolving loan3,454 — 
Bamboo US BidCo LLCFirst lien senior secured revolving loan20,128 — 
Bamboo US BidCo LLCFirst lien senior secured delayed draw term loan15,096 — 
Bayshore Intermediate #2, L.P. (dba Boomi)First lien senior secured revolving loan1,274 1,062 
BCPE Osprey Buyer, Inc. (dba PartsSource)First lien senior secured delayed draw term loan24,595 31,034 
BCPE Osprey Buyer, Inc. (dba PartsSource)First lien senior secured revolving loan3,931 4,655 
BCTO BSI Buyer, Inc. (dba Buildertrend)First lien senior secured revolving loan161 161 
BELMONT BUYER, INC. (dba Valenz)First lien senior secured delayed draw term loan7,980 — 
BELMONT BUYER, INC. (dba Valenz)First lien senior secured revolving loan6,650 — 
Brightway Holdings, LLCFirst lien senior secured revolving loan1,053 2,105 
161170


Portfolio CompanyInvestmentJune 30, 2023December 31, 2022
Fortis Solutions Group, LLCFirst lien senior secured delayed draw term loan— 191 
Fortis Solutions Group, LLCFirst lien senior secured revolving loan5,847 5,848 
Fullsteam Operations, LLCFirst lien senior secured loan— 31,894 
Gaylord Chemical Company, L.L.C.First lien senior secured revolving loan3,182 3,182 
Gaylord Chemical Company, L.L.C.First lien senior secured revolving loan791 791 
GI Apple Midco LLCFirst lien senior secured revolving loan7,916 — 
GI Apple Midco LLCFirst lien senior secured delayed draw term loan15,831 — 
GI Ranger Intermediate, LLC (dba Rectangle Health)First lien senior secured delayed draw term loan7,600 7,600 
GI Ranger Intermediate, LLC (dba Rectangle Health)First lien senior secured revolving loan1,004 1,506 
Global Music Rights, LLCFirst lien senior secured revolving loan7,500 7,500 
Catalis Intermediate, Inc. (fka GovBrands Intermediate, Inc.)First lien senior secured delayed draw term loan870 870 
Catalis Intermediate, Inc. (fka GovBrands Intermediate, Inc.)First lien senior secured revolving loan88 88 
Granicus, Inc.First lien senior secured revolving loan111 107 
Grayshift, LLCFirst lien senior secured revolving loan2,419 2,419 
Hercules Borrower, LLC (dba The Vincit Group)First lien senior secured revolving loan85 86 
Hercules Borrower, LLC (dba The Vincit Group)First lien senior secured delayed draw term loan7,059 9,811 
Hissho Sushi Merger Sub LLCFirst lien senior secured revolving loan8,162 6,996 
Home Service TopCo IV, Inc.First lien senior secured revolving loan3,359 — 
Home Service TopCo IV, Inc.First lien senior secured delayed draw term loan8,397 — 
Hyperion Refinance S.a.r.l (dba Howden Group)First lien senior secured delayed draw term loan— 92,823 
Ideal Image Development, LLCFirst lien senior secured delayed draw term loan— 732 
Ideal Image Development, LLCFirst lien senior secured revolving loan— 915 
Ideal Tridon Holdings, Inc.First lien senior secured revolving loan6,164 — 
IG Investments Holdings, LLC (dba Insight Global)First lien senior secured revolving loan3,613 2,168 
IMO Investor Holdings, Inc.First lien senior secured delayed draw term loan3,623 4,963 
IMO Investor Holdings, Inc.First lien senior secured revolving loan2,482 2,010 
Indigo Buyer, Inc. (dba Inovar Packaging Group)First lien senior secured delayed draw term loan— 31,750 
Indigo Buyer, Inc. (dba Inovar Packaging Group)First lien senior secured revolving loan10,583 10,583 
BradyIFS Holdings, LLC (fka Individual Foodservice Holdings, LLC)First lien senior secured revolving loan74 83 
BradyIFS Holdings, LLC (fka Individual Foodservice Holdings, LLC)First lien senior secured delayed draw term loan— 18,414 
Portfolio CompanyInvestmentSeptember 30, 2023December 31, 2022
BTRS Holdings Inc. (dba Billtrust)First lien senior secured delayed draw term loan581 917 
BTRS Holdings Inc. (dba Billtrust)First lien senior secured revolving loan1,157 1,157 
Canadian Hospital Specialties Ltd.First lien senior secured delayed draw term loan— 637 
Canadian Hospital Specialties Ltd.First lien senior secured revolving loan146 248 
Certinia, Inc.First lien senior secured revolving loan4,412 — 
CivicPlus, LLCFirst lien senior secured revolving loan2,064 2,245 
Community Brands ParentCo, LLCFirst lien senior secured delayed draw term loan3,750 3,750 
Community Brands ParentCo, LLCFirst lien senior secured revolving loan1,875 1,875 
CoreTrust Purchasing Group LLCFirst lien senior secured delayed draw term loan14,183 14,183 
CoreTrust Purchasing Group LLCFirst lien senior secured revolving loan14,183 14,183 
Coupa Holdings, LLCFirst lien senior secured revolving loan1,664 — 
Coupa Holdings, LLCFirst lien senior secured delayed draw term loan2,174 — 
CPM Holdings, Inc.First lien senior secured revolving loan5,000 — 
Denali BuyerCo, LLC (dba Summit Companies)First lien senior secured delayed draw term loan— 5,712 
Denali BuyerCo, LLC (dba Summit Companies)First lien senior secured revolving loan9,963 9,963 
Dermatology Intermediate Holdings III, Inc.First lien senior secured delayed draw term loan— 278 
Diamondback Acquisition, Inc. (dba Sphera)First lien senior secured delayed draw term loan— 9,553 
Disco Parent, Inc. (dba Duck Creek Technologies, Inc.)First lien senior secured revolving loan91 — 
Douglas Products and Packaging Company LLCFirst lien senior secured revolving loan— 3,199 
EET Buyer, Inc. (dba e-Emphasys)First lien senior secured revolving loan2,710 1,955 
Entertainment Benefits Group, LLCFirst lien senior secured revolving loan9,667 3,867 
Entrata, Inc.First lien senior secured revolving loan513 — 
EOS U.S. Finco LLCFirst lien senior secured delayed draw term loan10,112 — 
Evolution BuyerCo, Inc. (dba SIAA)First lien senior secured delayed draw term loan200 200 
Evolution BuyerCo, Inc. (dba SIAA)First lien senior secured revolving loan676 676 
Finastra USA, Inc.First lien senior secured revolving loan13,473 — 
Formerra, LLCFirst lien senior secured delayed draw term loan54 211 
Formerra, LLCFirst lien senior secured revolving loan479 526 
Fortis Solutions Group, LLCFirst lien senior secured delayed draw term loan— 191 
Fortis Solutions Group, LLCFirst lien senior secured revolving loan6,747 5,848 
162171


Portfolio CompanyInvestmentJune 30, 2023December 31, 2022
BradyIFS Holdings, LLC (fka Individual Foodservice Holdings, LLC)First lien senior secured delayed draw term loan6,999 8,048 
Intelerad Medical Systems Inc.First lien senior secured revolving loan1,150 
Interoperability Bidco, Inc. (dba Lyniate)First lien senior secured revolving loan4,213 1,739 
Kaseya Inc.First lien senior secured delayed draw term loan4,077 4,342 
Kaseya Inc.First lien senior secured revolving loan3,256 4,342 
KBP Brands, LLCFirst lien senior secured delayed draw term loan743 743 
KPSKY Acquisition, Inc. (dba BluSky)First lien senior secured delayed draw term loan8,550 16,625 
KWOR Acquisition, Inc. (dba Alacrity Solutions)First lien senior secured revolving loan1,537 3,415 
KWOR Acquisition, Inc. (dba Alacrity Solutions)First lien senior secured delayed draw term loan6,792 8,748 
Lightbeam Bidco, Inc.First lien senior secured revolving loan11,685 — 
Lightbeam Bidco, Inc.First lien senior secured delayed draw term loan14,606 — 
Lignetics Investment Corp.First lien senior secured delayed draw term loan— 9,559 
Lignetics Investment Corp.First lien senior secured revolving loan382 4,588 
ManTech International CorporationFirst lien senior secured delayed draw term loan3,360 3,360 
ManTech International CorporationFirst lien senior secured revolving loan1,806 1,806 
Mario Purchaser, LLC (dba Len the Plumber)First lien senior secured delayed draw term loan21,702 28,401 
Mario Purchaser, LLC (dba Len the Plumber)First lien senior secured revolving loan8,038 8,038 
Medline Borrower, LPFirst lien senior secured revolving loan2,020 2,020 
MHE Intermediate Holdings, LLC (dba OnPoint Group)First lien senior secured revolving loan2,643 3,071 
Milan Laser Holdings LLCFirst lien senior secured revolving loan1,765 1,765 
Ministry Brands Holdings, LLC.First lien senior secured delayed draw term loan13,822 15,819 
Ministry Brands Holdings, LLC.First lien senior secured revolving loan3,006 2,373 
Mitnick Corporate Purchaser, Inc.First lien senior secured revolving loan6,875 8,713 
Natural Partners, LLCFirst lien senior secured revolving loan5,063 5,063 
NMI Acquisitionco, Inc. (dba Network Merchants)First lien senior secured delayed draw term loan1,039 1,039 
NMI Acquisitionco, Inc. (dba Network Merchants)First lien senior secured revolving loan558 558 
Notorious Topco, LLC (dba Beauty Industry Group)First lien senior secured delayed draw term loan3,521 3,521 
Notorious Topco, LLC (dba Beauty Industry Group)First lien senior secured revolving loan4,930 4,401 
OAC Holdings I Corp. (dba Omega Holdings)First lien senior secured revolving loan735 1,139 
OB Hospitalist Group, Inc.First lien senior secured revolving loan4,476 5,222 
Portfolio CompanyInvestmentSeptember 30, 2023December 31, 2022
Fullsteam Operations, LLCFirst lien senior secured delayed draw term loan— 31,894 
Gaylord Chemical Company, L.L.C.First lien senior secured revolving loan3,182 3,182 
Gaylord Chemical Company, L.L.C.First lien senior secured revolving loan791 791 
GI Apple Midco LLC (dba Atlas Technical Consultants)First lien senior secured revolving loan4,274 — 
GI Apple Midco LLC (dba Atlas Technical Consultants)First lien senior secured delayed draw term loan14,090 — 
GI Ranger Intermediate, LLC (dba Rectangle Health)First lien senior secured delayed draw term loan7,600 7,600 
GI Ranger Intermediate, LLC (dba Rectangle Health)First lien senior secured revolving loan1,004 1,506 
Global Music Rights, LLCFirst lien senior secured revolving loan7,500 7,500 
Catalis Intermediate, Inc. (fka GovBrands Intermediate, Inc.)First lien senior secured delayed draw term loan— 870 
Catalis Intermediate, Inc. (fka GovBrands Intermediate, Inc.)First lien senior secured revolving loan577 88 
Granicus, Inc.First lien senior secured revolving loan87 107 
Grayshift, LLCFirst lien senior secured revolving loan2,419 2,419 
Hercules Borrower, LLC (dba The Vincit Group)First lien senior secured revolving loan90 86 
Hercules Borrower, LLC (dba The Vincit Group)First lien senior secured delayed draw term loan7,059 9,811 
Hissho Sushi Merger Sub, LLCFirst lien senior secured revolving loan8,745 6,996 
Home Service TopCo IV, Inc.First lien senior secured revolving loan3,359 — 
Home Service TopCo IV, Inc.First lien senior secured delayed draw term loan8,397 — 
Hyland Software, Inc.First lien senior secured revolving loan6,978 — 
Hyperion Refinance S.a.r.l (dba Howden Group)First lien senior secured delayed draw term loan— 92,823 
Ideal Image Development, LLCFirst lien senior secured delayed draw term loan— 732 
Ideal Image Development, LLCFirst lien senior secured revolving loan— 915 
Ideal Tridon Holdings, Inc.First lien senior secured revolving loan6,164 — 
IG Investments Holdings, LLC (dba Insight Global)First lien senior secured revolving loan3,613 2,168 
IMO Investor Holdings, Inc.First lien senior secured delayed draw term loan3,623 4,963 
IMO Investor Holdings, Inc.First lien senior secured revolving loan2,085 2,010 
Indigo Buyer, Inc. (dba Inovar Packaging Group)First lien senior secured delayed draw term loan— 31,750 
Indigo Buyer, Inc. (dba Inovar Packaging Group)First lien senior secured revolving loan10,583 10,583 
Integrity Marketing Acquisition, LLCFirst lien senior secured revolving loan5,450 — 
Integrity Marketing Acquisition, LLCFirst lien senior secured delayed draw term loan23,574 — 
Integrated Specialty Coverages, LLCFirst lien senior secured delayed draw term loan12,716 — 
163172


Portfolio CompanyInvestmentJune 30, 2023December 31, 2022
Ocala Bidco, Inc.First lien senior secured delayed draw term loan8,469 8,469 
Ole Smoky Distillery, LLCFirst lien senior secured revolving loan3,302 3,302 
OneOncology LLCFirst lien senior secured revolving loan14,269 — 
OneOncology LLCFirst lien senior secured delayed draw term loan26,754 — 
Oranje Holdco, Inc. (dba KnowBe4)First lien senior secured revolving loan10,148 — 
Pacific BidCo Inc.First lien senior secured delayed draw term loan17,905 17,906 
Patriot Acquisition TopCo S.A.R.L (dba Corza Health, Inc.)First lien senior secured revolving loan88 70 
PCF Holdco, LLC (dba PCF Insurance Services)Series A Preferred Units6,798 — 
Pediatric Associates Holding Company, LLCFirst lien senior secured delayed draw term loan533 1,776 
Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services)First lien senior secured delayed draw term loan— 8,891 
Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services)First lien senior secured revolving loan2,570 2,570 
Ping Identity Holding Corp.First lien senior secured revolving loan2,182 2,182 
Plasma Buyer LLC (dba Pathgroup)First lien senior secured delayed draw term loan28,553 28,553 
Plasma Buyer LLC (dba Pathgroup)First lien senior secured revolving loan12,237 12,237 
Pluralsight, LLCFirst lien senior secured revolving loan196 196 
PPV Intermediate Holdings, LLCFirst lien senior secured revolving loan11,854 8,653 
PPV Intermediate Holdings, LLCFirst lien senior secured delayed draw term loan— 19,248 
QAD Inc.First lien senior secured revolving loan6,000 6,000 
Quva Pharma, Inc.First lien senior secured revolving loan245 236 
Relativity ODA LLCFirst lien senior secured revolving loan435 435 
Sailpoint Technologies Holdings, Inc.First lien senior secured revolving loan5,718 5,718 
Securonix, Inc.First lien senior secured revolving loan5,339 5,339 
Sensor Technology Topco, Inc.First lien senior secured revolving loan20,562 — 
Simplisafe Holding CorporationFirst lien senior secured delayed draw term loan16,049 16,049 
Smarsh Inc.First lien senior secured delayed draw term loan10,381 10,381 
Smarsh Inc.First lien senior secured revolving loan830 5,190 
Sonny's Enterprises, LLCFirst lien senior secured revolving loan26,018 — 
Sonny's Enterprises, LLCFirst lien senior secured delayed draw term loan27,525 — 
Southern Air & Heat Holdings, LLCFirst lien senior secured delayed draw term loan— 315 
Southern Air & Heat Holdings, LLCFirst lien senior secured revolving loan203 203 
Portfolio CompanyInvestmentSeptember 30, 2023December 31, 2022
Integrated Specialty Coverages, LLCFirst lien senior secured revolving loan5,934 — 
BradyIFS Holdings, LLC (fka Individual Foodservice Holdings, LLC)First lien senior secured revolving loan74 83 
BradyIFS Holdings, LLC (fka Individual Foodservice Holdings, LLC)First lien senior secured delayed draw term loan— 18,414 
BradyIFS Holdings, LLC (fka Individual Foodservice Holdings, LLC)First lien senior secured delayed draw term loan4,343 8,048 
Intelerad Medical Systems IncorporatedFirst lien senior secured revolving loan621 
Interoperability Bidco, Inc. (dba Lyniate)First lien senior secured revolving loan4,213 1,739 
Kaseya Inc.First lien senior secured delayed draw term loan4,077 4,342 
Kaseya Inc.First lien senior secured revolving loan3,256 4,342 
KBP Brands, LLCFirst lien senior secured delayed draw term loan743 743 
KPSKY Acquisition, Inc. (dba BluSky)First lien senior secured delayed draw term loan5,486 16,625 
KRIV Acquisition Inc. (dba Riveron)First lien senior secured delayed draw term loan12,134 — 
KRIV Acquisition Inc. (dba Riveron)First lien senior secured revolving loan10,944 — 
KWOR Acquisition, Inc. (dba Alacrity Solutions)First lien senior secured revolving loan1,539 3,415 
KWOR Acquisition, Inc. (dba Alacrity Solutions)First lien senior secured delayed draw term loan6,360 8,748 
Lightbeam Bidco, Inc. (dba Lazer Spot)First lien senior secured revolving loan10,127 — 
Lightbeam Bidco, Inc. (dba Lazer Spot)First lien senior secured delayed draw term loan14,606 — 
Lignetics Investment Corp.First lien senior secured delayed draw term loan— 9,559 
Lignetics Investment Corp.First lien senior secured revolving loan382 4,588 
ManTech International CorporationFirst lien senior secured delayed draw term loan2,164 3,360 
ManTech International CorporationFirst lien senior secured revolving loan1,806 1,806 
Mario Purchaser, LLC (dba Len the Plumber)First lien senior secured delayed draw term loan21,702 28,401 
Mario Purchaser, LLC (dba Len the Plumber)First lien senior secured revolving loan8,038 8,038 
Medline Borrower, LPFirst lien senior secured revolving loan2,020 2,020 
MHE Intermediate Holdings, LLC (dba OnPoint Group)First lien senior secured revolving loan1,643 3,071 
Milan Laser Holdings LLCFirst lien senior secured revolving loan1,765 1,765 
Ministry Brands Holdings, LLCFirst lien senior secured delayed draw term loan13,282 15,819 
Ministry Brands Holdings, LLCFirst lien senior secured revolving loan2,610 2,373 
Mitnick Corporate Purchaser, Inc.First lien senior secured revolving loan9,375 8,713 
Natural Partners, LLCFirst lien senior secured revolving loan5,063 5,063 
Neptune Holdings, Inc. (dba NexTech)First lien senior secured revolving loan4,118 — 
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Portfolio CompanyInvestmentJune 30, 2023December 31, 2022
Spotless Brands, LLCFirst lien senior secured revolving loan1,461 1,461 
Summit Acquisition Inc.First lien senior secured delayed draw term loan12,267 — 
Summit Acquisition Inc.First lien senior secured revolving loan6,133 — 
SWK BUYER, Inc. (dba Stonewall Kitchen)First lien senior secured revolving loan418 3,626 
SWK BUYER, Inc. (dba Stonewall Kitchen)First lien senior secured delayed draw term loan— 13,947 
Tahoe Finco, LLCFirst lien senior secured revolving loan6,279 6,279 
Tamarack Intermediate, L.L.C. (dba Verisk 3E)First lien senior secured revolving loan4,455 4,388 
TC Holdings, LLC (dba TrialCard)First lien senior secured revolving loan7,768 7,768 
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 loan3,198 4,746 
Circana Group, L.P. (fka The NPD Group, L.P.)First lien senior secured revolving loan13,126 12,555 
The Shade Store, LLCFirst lien senior secured revolving loan3,273 4,909 
Thunder Purchaser, Inc. (dba Vector Solutions)First lien senior secured revolving loan112 470 
Thunder Purchaser, Inc. (dba Vector Solutions)First lien senior secured delayed draw term loan1,306 1,306 
Troon Golf, L.L.C.First lien senior secured delayed draw term loan— 10,000 
Troon Golf, L.L.C.First lien senior secured revolving loan7,207 7,207 
Ultimate Baked Goods Midco, LLCFirst lien senior secured revolving loan2,000 1,475 
Unified Women's Healthcare, LPFirst lien senior secured delayed draw term loan338 3,045 
Unified Women's Healthcare, LPFirst lien senior secured revolving loan8,120 8,120 
USRP Holdings, Inc. (dba U.S. Retirement and Benefits Partners)First lien senior secured revolving loan1,096 1,096 
Velocity HoldCo III Inc. (dba VelocityEHS)First lien senior secured revolving loan47 113 
Walker Edison Furniture Company LLCFirst lien senior secured delayed draw term loan267 — 
When I Work, Inc.First lien senior secured revolving loan4,164 4,164 
Zendesk, Inc.First lien senior secured delayed draw term loan30,080 30,080 
Zendesk, Inc.First lien senior secured revolving loan12,386 12,386 
Total Unfunded Portfolio Company Commitments$982,318 $1,067,317 
Portfolio CompanyInvestmentSeptember 30, 2023December 31, 2022
NMI Acquisitionco, Inc. (dba Network Merchants)First lien senior secured delayed draw term loan— 1,039 
NMI Acquisitionco, Inc. (dba Network Merchants)First lien senior secured revolving loan558 558 
Notorious Topco, LLC (dba Beauty Industry Group)First lien senior secured delayed draw term loan3,521 3,521 
Notorious Topco, LLC (dba Beauty Industry Group)First lien senior secured revolving loan4,930 4,401 
OAC Holdings I Corp. (dba Omega Holdings)First lien senior secured revolving loan2,572 1,139 
OB Hospitalist Group, Inc.First lien senior secured revolving loan4,369 5,222 
Ocala Bidco, Inc.First lien senior secured delayed draw term loan8,469 8,469 
Ole Smoky Distillery, LLCFirst lien senior secured revolving loan3,302 3,302 
Omnia Partners, LLCFirst lien senior secured delayed draw term loan172 — 
OneOncology LLCFirst lien senior secured revolving loan14,269 — 
OneOncology LLCFirst lien senior secured delayed draw term loan26,754 — 
Oranje Holdco, Inc. (dba KnowBe4)First lien senior secured revolving loan10,148 — 
Pacific BidCo Inc.First lien senior secured delayed draw term loan17,905 17,906 
Patriot Acquisition TopCo S.A.R.L (dba Corza Health, Inc.)First lien senior secured revolving loan88 70 
PCF Holdco, LLC (dba PCF Insurance Services)Series A Preferred Units6,798 — 
Pediatric Associates Holding Company, LLCFirst lien senior secured delayed draw term loan— 1,776 
Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services)First lien senior secured delayed draw term loan— 8,891 
Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services)First lien senior secured revolving loan2,570 2,570 
Ping Identity Holding Corp.First lien senior secured revolving loan2,182 2,182 
Plasma Buyer LLC (dba Pathgroup)First lien senior secured delayed draw term loan28,553 28,553 
Plasma Buyer LLC (dba Pathgroup)First lien senior secured revolving loan9,790 12,237 
Pluralsight, LLCFirst lien senior secured revolving loan146 196 
PPV Intermediate Holdings, LLCFirst lien senior secured revolving loan11,854 8,653 
PPV Intermediate Holdings, LLCFirst lien senior secured delayed draw term loan— 19,248 
PPV Intermediate Holdings, LLCFirst lien senior secured delayed draw term loan10,076 — 
QAD, Inc.First lien senior secured revolving loan6,000 6,000 
Quva Pharma, Inc.First lien senior secured revolving loan355 236 
Relativity ODA LLCFirst lien senior secured revolving loan435 435 
Sailpoint Technologies Holdings, Inc.First lien senior secured revolving loan5,718 5,718 
Securonix, Inc.First lien senior secured revolving loan5,339 5,339 
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Portfolio CompanyInvestmentSeptember 30, 2023December 31, 2022
Sensor Technology Topco, Inc. (dba Humanetics)First lien senior secured revolving loan12,275 — 
Simplisafe Holding CorporationFirst lien senior secured delayed draw term loan11,770 16,049 
Smarsh Inc.First lien senior secured delayed draw term loan10,381 10,381 
Smarsh Inc.First lien senior secured revolving loan830 5,190 
Sonny's Enterprises, LLCFirst lien senior secured revolving loan25,158 — 
Sonny's Enterprises, LLCFirst lien senior secured delayed draw term loan26,532 — 
Southern Air & Heat Holdings, LLCFirst lien senior secured delayed draw term loan— 315 
Southern Air & Heat Holdings, LLCFirst lien senior secured revolving loan259 203 
Southern Air & Heat Holdings, LLCFirst lien senior secured delayed draw term loan28,750 — 
Spotless Brands, LLCFirst lien senior secured revolving loan1,461 1,461 
Summit Acquisition Inc. (dba K2 Insurance Services)First lien senior secured delayed draw term loan12,267 — 
Summit Acquisition Inc. (dba K2 Insurance Services)First lien senior secured revolving loan6,133 — 
SWK BUYER, Inc. (dba Stonewall Kitchen)First lien senior secured revolving loan1,953 3,626 
SWK BUYER, Inc. (dba Stonewall Kitchen)First lien senior secured delayed draw term loan— 13,947 
Tahoe Finco, LLCFirst lien senior secured revolving loan6,279 6,279 
Tamarack Intermediate, L.L.C. (dba Verisk 3E)First lien senior secured revolving loan4,455 4,388 
TC Holdings, LLC (dba TrialCard)First lien senior secured revolving loan7,768 7,768 
Tempo Buyer Corp. (dba Global Claims Services)First lien senior secured delayed draw term loan— 10,317 
Tempo Buyer Corp. (dba Global Claims Services)First lien senior secured revolving loan3,198 4,746 
Circana Group, L.P. (fka The NPD Group, L.P.)First lien senior secured revolving loan11,699 12,555 
The Shade Store, LLCFirst lien senior secured revolving loan3,818 4,909 
Thunder Purchaser, Inc. (dba Vector Solutions)First lien senior secured revolving loan112 470 
Thunder Purchaser, Inc. (dba Vector Solutions)First lien senior secured delayed draw term loan— 1,306 
Troon Golf, L.L.C.First lien senior secured delayed draw term loan— 10,000 
Troon Golf, L.L.C.First lien senior secured revolving loan7,207 7,207 
Ultimate Baked Goods Midco, LLCFirst lien senior secured revolving loan2,000 1,475 
Unified Women's Healthcare, LPFirst lien senior secured delayed draw term loan— 3,045 
Unified Women's Healthcare, LPFirst lien senior secured revolving loan6,259 8,120 
USRP Holdings, Inc. (dba U.S. Retirement and Benefits Partners)First lien senior secured revolving loan1,096 1,096 
Velocity HoldCo III Inc. (dba VelocityEHS)First lien senior secured revolving loan106 113 
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Portfolio CompanyInvestmentSeptember 30, 2023December 31, 2022
Walker Edison Furniture Company LLCFirst lien senior secured delayed draw term loan267 — 
When I Work, Inc.First lien senior secured revolving loan4,164 4,164 
Zendesk, Inc.First lien senior secured delayed draw term loan30,080 30,080 
Zendesk, Inc.First lien senior secured revolving loan12,386 12,386 
Total Unfunded Portfolio Company Commitments$1,045,971 $1,067,317 

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

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The Adviser has incurred organization and offering costs on behalf of us in the amount of $2.0$2.1 million for the period from April 22, 2020 (Inception) to JuneSeptember 30, 2023, of which $2.0$2.1 million has been charged to us pursuant to the Investment Advisory Agreement. Under the Investment Advisory Agreement and Administration Agreement, the Adviser is entitled to receive up to 1.5% of gross offering proceeds raised in our continuous public offering until all organization and offering costs paid by the Adviser have been recovered.

Other Commitments and Contingencies

From time to time, we may become a party to certain legal proceedings incidental to the normal course of our business. As of JuneSeptember 30, 2023, management was not aware of any pending or threatened litigation.

Contractual Obligations

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

($ in thousands)($ in thousands)TotalLess than 1 year1-3 Years3-5 YearsAfter 5 years($ in thousands)TotalLess than 1 year1-3 Years3-5 YearsAfter 5 years
Revolving Credit FacilityRevolving Credit Facility525,469 — — 525,469 — Revolving Credit Facility$603,086 $— $— $603,086 $— 
SPV Asset Facility ISPV Asset Facility I525,000 — — — 525,000 SPV Asset Facility I495,000 — — — 495,000 
SPV Asset Facility IISPV Asset Facility II1,718,000 — — 1,718,000 — SPV Asset Facility II1,718,000 — — 1,718,000 — 
SPV Asset Facility IIISPV Asset Facility III555,000 — — 555,000 — SPV Asset Facility III555,000 — — 555,000 — 
SPV Asset Facility IVSPV Asset Facility IV248,610 — — — 248,610 SPV Asset Facility IV55,000 — — — 55,000 
SPV Asset Facility VSPV Asset Facility V100,000 — — 100,000 — SPV Asset Facility V200,000 — — 200,000 — 
SPV Asset Facility VISPV Asset Facility VI20,000 — — 20,000 — 
CLO VIIICLO VIII290,000 — — — 290,000 CLO VIII290,000 — — — 290,000 
CLO XICLO XI260,000 — — — 260,000 CLO XI260,000 — — — 260,000 
CLO XIICLO XII260,000 — — — 260,000 
September 2026 NotesSeptember 2026 Notes350,000 — — 350,000 — September 2026 Notes350,000 — — 350,000 — 
February 2027 NotesFebruary 2027 Notes500,000 — — 500,000 — February 2027 Notes500,000 — — 500,000 — 
September 2027 NotesSeptember 2027 Notes600,000 — — 600,000 — September 2027 Notes600,000 — — 600,000 — 
March 2025 NotesMarch 2025 Notes500,000 — 500,000 — — March 2025 Notes500,000 — 500,000 — — 
June 2028 NotesJune 2028 Notes500,000 — — 500,000 — June 2028 Notes650,000 — — 650,000 — 
Total Contractual ObligationsTotal Contractual Obligations6,672,079 — 500,000 4,848,469 1,323,610 Total Contractual Obligations$7,056,086 $— $500,000 $5,196,086 $1,360,000 

Related Party Transactions

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

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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 1. – Notes to Consolidated Financial Statements – Note 3. Agreements and Related Party Transactions” for further details.

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

Critical Accounting Policies

The preparation of the consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets, and any other parameters used in determining such estimates could cause actual results to differ. Our critical accounting policies should be read in
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connection with our risk factors as described in Form 10-K for the fiscal year ended December 31, 2022 and in our Form 10-Q for the quarter ended March 31, 2023 “ITEM 1A. – RISK FACTORS.”

Investments at Fair Value

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

Rule 2a-5 under the 1940 Act was adopted by the SEC in January 2021 and establishes requirements for determining fair value in good faith for purposes of the 1940 Act. We complied with the mandatory provisions of Rule 2a-5 by the September 2022 compliance date. Additionally, commencing with the fourth quarter of 2022, pursuant to Rule 2a-5, the Board designated the Adviser as our valuation designee to perform fair value determinations relating to the value of assets we held for which market quotations are not readily available.

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

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

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

With respect to investments for which market quotations are readily available, those investments will typically be valued at the average bid price of those market quotations;
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With respect to investments for which market quotations are not readily available, the valuation process begins with the independent valuation firm(s) providing a preliminary valuation of each investment to the Adviser’s valuation committee;
Preliminary valuation conclusions are documented and discussed with the Adviser’s valuation committee;
Our Adviser, as the valuation designee, reviews the recommended valuations and determines the fair value of each investment;
Each quarter, our Adviser, as the valuation designee, provides the Audit Committee a summary or description of material fair value matters that occurred in the prior quarter and on an annual basis, our Adviser, as the valuation designee, will provide the Audit Committee with a written assessment of the adequacy and effectiveness of its fair value process; and
The Audit Committee oversee the valuation designee and will report to the Board on any valuation matters requiring the Board’s attention.

We conduct this valuation process on a quarterly basis.

We apply Financial Accounting Standards Board Accounting Standards Codification 820, Fair Value Measurements (“ASC 820”), as amended, which establishes a framework for measuring fair value in accordance with U.S. GAAP and required disclosures of fair value measurements. ASC 820 determines fair value to be the price that would be received for an investment in a current sale, which assumes an orderly transaction between market participants on the measurement date. Market participants are defined as buyers and sellers in the principal or most advantageous market (which may be a hypothetical market) that are independent, knowledgeable, and willing and able to transact. In accordance with ASC 820, we consider its principal market to be the market that has the greatest volume and level of activity. ASC 820 specifies a fair value hierarchy that prioritizes and ranks the level of observability of inputs used in determination of fair value. In accordance with ASC 820, these levels are summarized below:
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Level 1 – Valuations based on quoted prices in active markets for identical assets or liabilities that we have the ability to access.
Level 2 – Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.
Level 3 – Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

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

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

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

Financial and Derivative Instruments

Rule 18f-4 was adopted by the SEC in December 2020 and became effective in August 2022. Rule 18f-4 requires BDCs that use derivatives to, among other things, comply with a value-at-risk leverage limit, adopt a derivatives risk management program, and implement certain testing and board reporting procedures. Rule 18f-4 exempts BDCs that qualify as “limited derivatives users” from the aforementioned requirements, provided that these BDCs adopt written policies and procedures that are reasonably designed to manage the BDC’s derivatives risks and comply with certain recordkeeping requirements. The Company currently qualifies as a “limited derivatives user” and expects to continue to do so. Rule 18f-4 provides that a BDC may enter into an unfunded commitment agreement that is not a derivatives transaction, such as an agreement to provide financing to a portfolio company, if the BDC has, among other things, a reasonable belief, at the time it enters into such an agreement, that it will have sufficient cash and cash equivalents to meet its obligations with respect to all of its unfunded commitment agreements, in each case as it becomes due. Pursuant to Rule 18f-4, when we trade reverse repurchase agreements or similar financing transactions, including certain tender option
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bonds, we need to aggregate the amount of any other senior securities representing indebtedness (e.g., bank borrowings, if applicable) when calculating our asset coverage ratio. The Company adopted a derivatives policy by Rule 18f-4’s August 2022 compliance date, and complies with the recordkeeping requirements.

Interest and Dividend Income Recognition

Interest income is recorded on the accrual basis and includes accretion and amortization of discounts or premiums. Certain investments may have contractual payment-in-kind (“PIK”) interest or dividends. PIK interest 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 JuneSeptember 30, 2023, PIK interest income and PIK dividend income earned was $34.3$35.7 million, representing 9.4%8.7% of total investment income. For the sixnine months ended JuneSeptember 30, 2023, PIK interest income and PIK dividend income earned was $67.4$103.0 million, representing 10.1%9.6% of total investment income. For the three months ended JuneSeptember 30, 2022, PIK interest income and PIK dividend income earned was $7.2$25.4 million, representing 5.6%12.4% of total investment income. For the sixnine months ended JuneSeptember 30, 2022, PIK interest income and PIK dividend income earned was $12.2$46.2 million, representing 6.1%11.4% 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 premiums or discounts, if any. Upon prepayment of a loan or debt security, any prepayment premiums, unamortized upfront loan origination fees and unamortized discounts are recorded as interest income in the current period.

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

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

Distributions

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

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

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

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

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

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

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

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

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


Recent Developments

Articles ofRevolving Credit Facility Amendment

Blue Owl Credit Income Corp. was formerly known as “Owl Rock Core Income Corp.”
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On June 22,November 2, 2023, we filed Articlesentered into the First Amendment to the Revolving Credit Facility (the “First Amendment”), which amends the Revolving Credit Facility. The parties to the First Amendment include us, as Borrower, the subsidiary guarantors party thereto solely with respect to Section 6.9 therein, the lenders party thereto and Sumitomo Mitsui Banking Corporation, as Administrative Agent. The First Amendment, among other things, (i) solely with respect to the commitments of Amendment inextending lenders, extends the staterevolver availability period from August 2026 to November 2027, (ii) solely with respect to the commitments of Marylandextending lenders, extends the scheduled maturity date from August 2027 to formally change our nameNovember 2028, (iii) converts a portion of the existing revolver availability into term loan availability, (iv) increases the total facility amount from $1.845 billion to “Blue Owl Credit Income Corp.” Our new name took effect on July 6, 2023.$1.895 billion, (v) increases the accordion provision to permit increases to a total facility amount of up to $2.843 billion, and (vi) reduces the credit adjustment spread for Term Benchmark Loans from 0.10% for one-month tenor Loans, 0.15% for three-month tenor Loans and 0.25% for six-month tenor Loans to 0.10% for all Loan tenors.

June 2028 NotesAmended and Restated Bylaws

On July 14,November 6, 2023, we issued an additional $150 million aggregate principal amountthe Board approved Amended and Restated Bylaws (the “Third Amended and Restated Bylaws”), to be effective as of November 6, 2023. The Third Amended and Restated Bylaws clarify that the exclusive forum provisions do not apply to claims arising under state law. All of the other provisions of our June 2028 Notesbylaws shall remain in a private placement in reliance on Section 4(a)(2) of the Securities Act,full force and for initial resale to qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A promulgated under the Securities Act. The June 2028 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.

CLO XII

On July 18, 2023, we completed a $396.5 million term debt securitization transaction (the “CLO XII Transaction”), also known as a collateralized loan obligation transaction, which is a form of secured financing incurred by us. The secured notes and preferred shares issued in the CLO XII Transaction and the secured loan borrowed in the CLO XII Transaction were issued and incurred, as applicable, by our consolidated subsidiary Owl Rock CLO XII, LLC, a limited liability organized under the laws of the State of Delaware (the “CLO XII Issuer”) and are backed by a portfolio of collateral obligations consisting of middle market loans and participation interests in middle market loans as well as by other assets of the CLO XII Issuer.

Commencement of Exchange Offer

On July 24th, 2023, we commenced an offering to exchange the September 2027 Notes for newly issued registered notes with substantially similar terms.effect.

Equity Raise

As of August 10,November 9, 2023, we have issued 256,463,360293,846,783 shares of Class S common stock, 61,343,20467,125,461 shares of Class D common stock, and 449,648,397511,358,549 shares of Class I common stock and have raised total gross proceeds of $2.4$2.7 billion, $0.6 billion, and $4.1$4.7 billion, respectively, including seed capital of $1,000 contributed by our Adviser in September 2020 and approximately $25.0 million
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in gross proceeds raised from Feeder FIC Equity. In addition, we received $275.6$427.0 million in subscription payments which we accepted on August 3,November 1, 2023 and which is pending our determination of the net asset value per share applicable to such purchase.


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Item 3. Quantitative and Qualitative Disclosures About Market Risk.

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

Valuation Risk

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

Interest Rate Risk

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

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

As of JuneSeptember 30, 2023, 99.1%98.8% of our debt investments based on fair value were at floating rates. Additionally, the weighted average floor, based on fair value, of our debt investments was 0.8%0.7%.

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

($ in millions)($ in millions)Interest Income
Interest Expense(1)
Net Income(2)
($ in millions)Interest Income
Interest Expense(1)
Net Income(2)
Up 300 basis pointsUp 300 basis points$361.9 $(142.5)$219.4 Up 300 basis points$395.8 $(148.9)$246.9 
Up 200 basis pointsUp 200 basis points$241.3 $(95.0)$146.3 Up 200 basis points$263.9 $(99.3)$164.6 
Up 100 basis pointsUp 100 basis points$120.6 $(47.5)$73.1 Up 100 basis points$131.9 $(49.6)$82.3 
Down 100 basis pointsDown 100 basis points$(120.6)$47.5 $(73.1)Down 100 basis points$(131.6)$49.6 $(82.0)
Down 200 basis pointsDown 200 basis points$(241.3)$95.0 $(146.3)Down 200 basis points$(263.1)$99.3 $(163.8)
Down 300 basis pointsDown 300 basis points$(361.9)$142.5 $(219.4)Down 300 basis points$(394.7)$148.9 $(245.8)
(1)Includes the impact of our interest rate swaps as a result of interest rate changes.
(2)Excludes the impact of income based fees. See ITEM“ITEM 1. — Notes to Consolidated Financial Statements - Note 3. Agreements and Related Party Transactions"Transactions" 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

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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.

Credit Risk

We generally endeavor to minimize our risk of exposure by limiting to reputable financial institutions the counterparties with which we enter into financial transactions. As of JuneSeptember 30, 2023 and December 31, 2022, we held the majority of our cash balances with a single highly rated money center bank and such balances are in excess of Federal Deposit Insurance Corporation insured limits. We seek to mitigate this exposure by monitoring the credit standing of these financial institutions.

Inflation Risk

Inflation is likely to continue in the near to medium-term, particularly in the United States, and monetary policy has tightened in response. Persistent inflationary pressures could affect the profitability of investments held by our products, which could impact the level of management fees and other revenues we may earn in the future.



Item 4. Controls and Procedures
(a)Evaluation of Disclosure Controls and Procedures
In accordance with Rules 13a-15(b) and 15d-15(b) of the Exchange Act, as amended, we, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q and determined that our disclosure controls and procedures are effective as of the end of the period covered by the Quarterly Report on Form 10-Q.

(b)Changes in Internal Controls Over Financial Reporting

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

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PART II. OTHER INFORMATION
Item 1. Legal Proceedings.

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

Item 1A. Risk Factors.

In addition to the other information set forth in this report, you should carefully consider the risk factors discussed in Part I, “ITEM 1A. RISK FACTORS” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, and our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2023 which could materially affect our business, financial condition and/or operating results. The risks described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2023 are not the only risks 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.
Item 2. Unregistered Sales of Equity Securities, and Use of Proceeds.Proceeds, and Issuer Purchases of Equity Securities.
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 sixnine months ended JuneSeptember 30, 2023, we issued the following shares of common stock to stockholders of record on the dates noted below who did not opt out of our dividend reinvestment plan. These issuances were not subject to the registration requirements of the Securities Act.
Date of IssuanceDate of IssuanceRecord DateNumber of SharesPurchase PriceShare ClassDate of IssuanceRecord DateNumber of SharesPurchase PriceShare Class
February 24, 2023February 24, 2023January 31, 2023687,028 $9.24 Class SFebruary 24, 2023January 31, 2023687,028 $9.24 Class S
February 24, 2023February 24, 2023January 31, 2023204,137 $9.25 Class DFebruary 24, 2023January 31, 2023204,137 $9.25 Class D
February 24, 2023February 24, 2023January 31, 20231,232,682 $9.26 Class IFebruary 24, 2023January 31, 20231,232,682 $9.26 Class I
March 23, 2023March 23, 2023February 28, 2023541,897 $9.23 Class SMarch 23, 2023February 28, 2023541,897 $9.23 Class S
March 23, 2023March 23, 2023February 28, 2023161,442 $9.24 Class DMarch 23, 2023February 28, 2023161,442 $9.24 Class D
March 23, 2023March 23, 2023February 28, 2023982,289 $9.26 Class IMarch 23, 2023February 28, 2023982,289 $9.26 Class I
April 26, 2023April 26, 2023March 31, 2023550,369 $9.21 Class SApril 26, 2023March 31, 2023550,369 $9.21 Class S
April 26, 2023April 26, 2023March 31, 2023171,791 $9.22 Class DApril 26, 2023March 31, 2023171,791 $9.22 Class D
April 26, 2023April 26, 2023March 31, 20231,033,295 $9.24 Class IApril 26, 2023March 31, 20231,033,295 $9.24 Class I
May 22, 2023May 22, 2023April 30, 2023783,932 $9.21 Class SMay 22, 2023April 30, 2023783,932 $9.21 Class S
May 22, 2023May 22, 2023April 30, 2023249,352 $9.22 Class DMay 22, 2023April 30, 2023249,352 $9.22 Class D
May 22, 2023May 22, 2023April 30, 20231,403,674 $9.24 Class IMay 22, 2023April 30, 20231,403,674 $9.24 Class I
June 26, 2023June 26, 2023May 31, 2023615,928 $9.18 Class SJune 26, 2023May 31, 2023615,928 $9.18 Class S
June 26, 2023June 26, 2023May 31, 2023198,660 $9.19 Class DJune 26, 2023May 31, 2023198,660 $9.19 Class D
June 26, 2023June 26, 2023May 31, 20231,184,501 $9.21 Class IJune 26, 2023May 31, 20231,184,501 $9.21 Class I
July 26, 2023July 26, 2023June 30, 2023645,540 $9.28 Class SJuly 26, 2023June 30, 2023645,540 $9.28 Class S
July 26, 2023July 26, 2023June 30, 2023196,893 $9.29 Class DJuly 26, 2023June 30, 2023196,893 $9.29 Class D
July 26, 2023July 26, 2023June 30, 20231,224,110 $9.31 Class IJuly 26, 2023June 30, 20231,224,110 $9.31 Class I
August 22, 2023August 22, 2023July 31, 2023905,796 $9.33 Class S
August 22, 2023August 22, 2023July 31, 2023261,746 $9.34 Class D
August 22, 2023August 22, 2023July 31, 20231,667,038 $9.36 Class I
September 26, 2023September 26, 2023August 31, 2023740,881 $9.37 Class S
September 26, 2023September 26, 2023August 31, 2023205,559 $9.38 Class D
September 26, 2023September 26, 2023August 31, 20231,377,359 $9.39 Class I
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Date of IssuanceRecord DateNumber of SharesPurchase PriceShare Class
October 26, 2023September 30, 20231,573,405 $9.40 Class S
October 26, 2023September 30, 20231,379,185 $9.41 Class D
October 26, 2023September 30, 20238,074,185 $9.43 Class I

We 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.

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
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investments as of the end of the applicable period to repurchase shares.Allshares. All shares purchased by us pursuant to the terms of each offer to repurchase will be retired and thereafter will be authorized and unissued shares. The purpose of the offers to repurchase is to provide shareholders with the potential for a measure of liquidity since there is otherwise no public market for shares of our common stock.

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 common stock.

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 DateOffer DateClassTender Offer ExpirationTender OfferPurchase Price per ShareShares RepurchasedOffer DateClassTender Offer ExpirationTender OfferPurchase Price per ShareShares Repurchased
February 28, 2023February 28, 2023SMarch 31, 2023$21,643 $9.21 2,349,994 February 28, 2023SMarch 31, 2023$21,643 $9.21 2,349,994 
February 28, 2023February 28, 2023DMarch 31, 2023$3,453 $9.22 374,566 February 28, 2023DMarch 31, 2023$3,453 $9.22 374,566 
February 28, 2023February 28, 2023IMarch 31, 2023$68,024 $9.24 7,361,842 February 28, 2023IMarch 31, 2023$68,023 $9.24 7,361,842 
May 31, 2023May 31, 2023SJune 30, 2023$16,367 $9.28 1,763,641 May 31, 2023SJune 30, 2023$16,367 $9.28 1,763,641 
May 31, 2023May 31, 2023DJune 30, 2023$13,809 $9.29 1,486,423 May 31, 2023DJune 30, 2023$13,809 $9.29 1,486,423 
May 31, 2023May 31, 2023IJune 30, 2023$46,071 $9.31 4,948,651 May 31, 2023IJune 30, 2023$46,072 $9.31 4,948,651 
August 24, 2023August 24, 2023SSeptember 30, 2023$14,790 $9.40 1,573,405 
August 24, 2023August 24, 2023DSeptember 30, 2023$12,978 $9.41 1,379,185 
August 24, 2023August 24, 2023ISeptember 30, 2023$76,140 $9.43 8,074,185 

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

ArticlesDiversified Lending 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 Amendmentthe Adviser's senior executive team and the Diversified Lending Investment Committee. The Adviser's Diversified Lending Investment Committee is comprised of Douglas I. Ostrover, Marc S. Lipschultz, Craig W. Packer, Alexis Maged, Jeff Walwyn and, effective December 1, 2023, Patrick Linnemann, Meenal Mehta and Logan Nicholson.
Patrick Linnemann is a Managing Director at Blue Owl, a member of the Adviser’s Investment Team and, effective December 1, 2023, a member of the Adviser’s Diversified Lending Investment Committee. Mr. Linnemann is also a Portfolio Manager for certain funds in Blue Owl’s Diversified Lending strategy, including Blue Owl Diversified Lending Fund. Before joining Blue Owl, Mr. Linnemann was a Vice President at Angel Island Capital, the credit investment platform of Golden Gate Capital, from
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2015 to 2016, where he focused on sourcing and evaluating credit investments. Before that, Mr. Linnemann was Vice President of the Leveraged Finance Capital Markets Group at Goldman Sachs & Co. in New York from 2006 to 2015. Mr. Linnemann received a BA in Economics from the University of Pennsylvania.

Effective as of July 6, 2023, the Company amended its charter to change the Company's name from Owl Rock Core Income Corp. toMeenal Mehta is a Managing Director at Blue Owl, Credit Income Corp. The Company effecteda member of the name change by filing ArticlesAdviser’s Investment Team and, effective December 1, 2023, a member of Amendment (the "Amendment")the Adviser’s Diversified Lending Investment Committee. Ms. Mehta is also a Co-Head of Underwriting for the Adviser’s Investment Team. Before joining Blue Owl, Ms. Mehta was a Managing Director at Antares Capital, a direct lender to middle market firms based in New York. Prior to that, Ms. Mehta was a Vice President at GE Capital. Ms. Mehta began her career as a Manager at L&T Finance Limited, Mumbai India in the Treasury Group. Ms. Mehta received a BS in Commerce and Economics from Sydenham College, Mumbai University, a MS in Management Studies with the State Department of Assessmentsa specialization in Finance from NMIMS, Mumbai University and Taxation of Maryland. A copy of our Articles of Amendment and Restatement, as further amended by the Amendment, is filed as Exhibit 3.1 to this report.an MBA from Goizueta Business School, Emory University.

Logan Nicholson is a Managing Director at Blue Owl, a member of the Adviser’s Investment Team and, effective December 1, 2023, a member of the Adviser’s Diversified Lending Investment Committee. Mr. Nicholson is also a Portfolio Manager for certain funds in Blue Owl’s Diversified Lending strategy, including the Company, Blue Owl Capital Corporation, Blue Owl Capital Corporation II and Blue Owl Capital Corporation III. Before joining Blue Owl, Mr. Nicholson was a Co-Founder and Partner at Brinley Partners, a startup private credit asset manager. Previously, Mr. Nicholson spent 18 years at Goldman Sachs & Co., where he was most recently a Managing Director and Head of U.S Leveraged Finance Capital Markets. During his time at Goldman Sachs, he was responsible for structuring, risk management and distribution of capital commitments for both Leveraged Loans and High Yield bonds, and he was also appointed as a member of the LSTA Board of Directors. Additionally, Mr. Nicholson spent a year in a leadership role at healthcare firm Humana Inc., where he was Senior Vice President of Corporate Development and responsible for all M&A activity. Mr. Nicholson earned a B.S. in Systems Engineering with a double major in Economics from the University of Virginia.

Rule 10b5-1 Trading Plans

During the fiscal quarter ended JuneSeptember 30, 2023, none of the Company’s directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”
Amended and Restated Bylaws

On November 6, 2023, the Board approved Amended and Restated Bylaws (the “Third Amended and Restated Bylaws”), to be effective as of November 6, 2023. The Third Amended and Restated Bylaws clarify that the exclusive forum provisions do not apply to claims arising under state law. All of the other provisions of our bylaws shall remain in full force and effect.













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Item 6. Exhibits, Financial Statement Schedules.
Exhibit
Number
Description of Exhibits
3.1*3.1
3.23.2*
4.1
4.2
4.3
4.4
10.1
10.2
10.2
10.3
10.4
10.5
10.6
10.610.7
10.710.8
31.1*
31.2*
32.1**
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32.2**
101.INSInline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document
101.SCHInline XBRL Taxonomy Extension Schema Document
187


101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document
101.LABInline XBRL Taxonomy Extension Label Linkbase Document
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
______________________
*    Filed herewith.
**    Furnished herewith.


































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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.
Blue Owl Credit Income Corp.
Date: August 10,November 9, 2023By:/s/ Craig W. Packer
Craig W. Packer
Chief Executive Officer
Date:August 10, November 9, 2023By:/s/ Bryan Cole
Bryan Cole
Chief Operating Officer and Chief Financial Officer
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