ACQUISITIONS AND INTANGIBLE ASSETS, NET | 3. ACQUISITIONS AND INTANGIBLE ASSETS, NET Dyal Acquisition The following table presents the consideration and net identifiable assets acquired and goodwill related to the Dyal Acquisition: (dollars in thousands) Consideration Equity consideration (1) $ 4,285,359 Cash consideration (2) 973,457 Tax receivable agreement (3) 101,645 Earnout Securities (3) 246,788 Total Consideration $ 5,607,249 Net Identifiable Assets Acquired and Goodwill Assets acquired: Due from related parties $ 13,442 Intangible assets: Investment management agreements 1,859,900 Investor relationships 291,400 Trademarks 66,700 Total intangible assets 2,218,000 Deferred tax asset 29,770 Other assets, net 2,096 Total assets acquired 2,263,308 Liabilities assumed: Accrued compensation 7,376 Deferred tax liability 170,753 Accounts payable, accrued expenses and other liabilities 41,352 Total liabilities assumed 219,481 Net Identifiable Assets Acquired $ 2,043,827 Goodwill (4) $ 3,563,422 (1) Represents share consideration issued to the Dyal Capital selling stockholders based on the fair value of the acquired business, reflecting a discount for lack of control. (2) Includes cash consideration paid to reimburse seller for certain pre-acquisition expenses. (3) The TRA and Earnout Securities represent contingent consideration. See Note 9 for additional information on the valuation of these instruments. (4) Goodwill represents the amount of total consideration in excess of net identifiable assets acquired. None of the goodwill recognized is expected to be deductible by the Blue Owl Operating Partnerships for tax purposes. The acquired investment management agreements, investor relationships and trademarks had weighted-average amortization periods from the date of acquisition of 14.3 years, 10.0 years and 7.0 years, respectively. In addition, the Company granted Common Units and Earnout Securities that were treated as equity-based compensation in connection with the Business Combination, rather than additional consideration on the acquisition. See Note 8 for additional information on these grants. Dyal Capital’s results are included in the Company’s consolidated results starting from the Closing Date. For the year ended December 31, 2021, the Company’s consolidated results included $252.9 million of GAAP revenues related to the acquired business. Given the Company operates through one operating and reportable segment, the impact of the Dyal Acquisition to GAAP consolidated net income is not tracked on a standalone basis. During the year ended December 31, 2021, the Company incurred $166.7 million of acquisition-related costs, of which $40.4 million was expensed and included in general, administrative and other expenses in the Company’s consolidated and combined statements of operations and the remaining $126.3 million was netted against consideration. Oak Street Acquisition The following table presents the consideration and net identifiable assets acquired and goodwill related to the Oak Street Acquisition: (dollars in thousands) Consideration Equity consideration (1) $ 329,767 Cash consideration (2) 610,999 Earnout consideration (3) 143,800 Total Consideration $ 1,084,566 Net Identifiable Assets Acquired and Goodwill Assets acquired: Cash and cash equivalents $ 4,411 Due from related parties 13,098 Operating lease assets 1,001 Intangible assets: Investment management agreements 323,300 Investor relationships 157,400 Trademarks 26,600 Total intangible assets 507,300 Other assets, net 470 Total assets acquired 526,280 Liabilities assumed: Operating lease liabilities 1,001 Deferred tax liabilities 8,587 Accounts payable, accrued expenses and other liabilities 2,032 Total liabilities assumed 11,620 Net Identifiable Assets Acquired $ 514,660 Goodwill (4) $ 569,906 (1) Represents Common Units issued to Oak Street selling stockholders, reflecting a discount for lack of marketability. (2) Includes cash consideration paid to reimburse seller for certain pre-acquisition expenses. (3) Represent the fair value of contingent cash consideration payable to certain sellers upon the occurrence of certain Oak Street Triggering Events as defined below. The amount presented does not include contingent cash and equity payments subject to the same Oak Street Triggering Events that were deemed to be compensation, rather than consideration, as further discussed below. See Note 9 for additional information on the valuation of this liability. (4) Goodwill represents the amount of total consideration in excess of net identifiable assets acquired. Approximately $540.0 million of the goodwill and intangible assets recognized were expected to be deductible by the Blue Owl Operating Partnerships for tax purposes. During the year ended December 31, 2022, the provisional amount for working capital was adjusted during the measurement period resulting in a $1.1 million increase to the carrying amount of goodwill. Subsequent to the measurement period during the fourth quarter of 2023, as a result of classification of assets held for sale the associated goodwill balance was reduced by $0.8 million. The acquired investment management agreements, investor relationships and trademarks had weighted-average amortization periods from the date of acquisition of 11.6 years, 13.0 years and 7.0 years, respectively. For the year ended December 31, 2021, Oak Street’s results were not material to the Company’s consolidated results, as the transaction closed on December 29, 2021. For the year ended December 31, 2021, the Company incurred $5.8 million of acquisition-related costs, which amount was included in general, administrative and other expenses in the Company’s consolidated and combined statements of operations. Oak Street Earnouts The table below summarizes the Oak Street Earnouts and their respective Oak Street Triggering Events. The Oak Street Triggering Events are subject to meeting a minimum level of quarterly management fees from the Company’s Real Estate products and the triggering event for the second tranche may not occur in the same quarter as the first tranche. In January 2023, the Oak Street Triggering Event occurred with respect to the First Oak Street Earnout. In January 2024, the Oak Street Triggering Event occurred with respect to the Second Oak Street Earnout. Oak Street Cash Earnout payable to a non-employee seller has been classified as contingent consideration on the Oak Street Acquisition, whereas Oak Street Earnouts payable to sellers that are subject to ongoing employment arrangements with the Company have been classified as compensation and are being amortized over the service period. See Note 8 for additional information on the compensation-classified Oak Street Earnout Units. (dollars in thousands) Oak Street Earnouts Quarterly Management Fee Trigger Earliest Date Trigger May Occur Cash Units Contingent consideration: First Oak Street Earnout $22 million January 1, 2023 $ 81,250 — Second Oak Street Earnout $28 million January 1, 2024 82,875 — Compensation: First Oak Street Earnout $22 million January 1, 2023 43,484 13,037,165 Second Oak Street Earnout $28 million January 1, 2024 48,358 13,037,165 Total $ 255,967 26,074,330 Wellfleet Acquisition The following table presents the consideration and net identifiable assets acquired and goodwill related to the Wellfleet Acquisition: (dollars in thousands) Consideration Cash consideration (1) $ 113,272 Earnout consideration (2) 14,751 Total Consideration $ 128,023 Net Identifiable Assets Acquired and Goodwill Assets acquired: Intangible assets: Investment management agreements $ 39,120 Investor relationships 10,700 Trademarks 1,100 Total intangible assets 50,920 Due from related parties 5,272 Net Identifiable Assets Acquired $ 56,192 Goodwill (3) $ 71,831 (1) Includes cash consideration paid to reimburse seller for certain pre-acquisition expenses. (2) Represents the fair value of the portion of the Wellfleet Earnouts determined to be contingent consideration, as further discussed below. See Note 9 for additional information on the valuation of the portion of the contingent consideration that is liability classified. (3) Goodwill represents the amount of total consideration in excess of net identifiable assets acquired. Approximately $111.5 million of the goodwill and intangible assets recognized were expected to be deductible by the Blue Owl Operating Partnerships for tax purposes. The acquired investment management agreements, investor relationships and trademarks had weighted-average amortization periods from the date of acquisition of 4.7 years, 8.5 years and 7.0 years, respectively. Wellfleet’s results are included in the Company’s consolidated results starting from the date the acquisition closed, April 1, 2022. For the year ended December 31, 2022, the Company’s consolidated results included $19.4 million of GAAP revenues related to the acquired business. Given the Company operates through one operating and reportable segment, the impact of the Wellfleet Acquisition to GAAP consolidated net income is not tracked on a standalone basis. The Company incurred $3.7 million of acquisition-related costs, which costs were included within general, administrative and other expenses in the Company’s consolidated and combined statements of operations. Wellfleet Earnouts The table below summarizes the Wellfleet Earnouts and their respective Wellfleet Triggering Events. The Wellfleet Earnouts payable to non-employee sellers have been classified as contingent consideration on the Wellfleet Acquisition; whereas, the Wellfleet Earnouts payable to individuals that are subject to ongoing employment arrangements with the Company have been classified as compensation and are being amortized over the service period. See Note 8 for additional information on the compensation-classified Wellfleet Earnout Shares. (dollars in thousands) Wellfleet Earnouts Trigger Date Cash # of Shares to be Cash Settled Contingent consideration: First Wellfleet Earnout 4/1/2023 $ 5,000 26,131 Second Wellfleet Earnout 4/1/2024 5,000 26,131 Third Wellfleet Earnout 4/1/2025 5,000 26,131 Compensation: First Wellfleet Earnout 4/1/2023 287,425 Second Wellfleet Earnout 4/1/2024 287,425 Third Wellfleet Earnout 4/1/2025 287,425 Total $ 15,000 940,668 Par Four Acquisition The following table presents the consideration, net identifiable assets acquired and goodwill related to the Par Four Acquisition: (dollars in thousands) Consideration Cash Consideration $ 26,245 Net Identifiable Assets Acquired and Goodwill Assets acquired: Intangible assets - Investment management agreements $ 6,000 Due from related parties 468 Net Identifiable Assets Acquired $ 6,468 Goodwill (1) $ 19,777 (1) Goodwill represents the amount of total consideration in excess of net identifiable assets acquired. The goodwill and intangible assets recognized are expected to be deductible by the Blue Owl Operating Partnerships for tax purposes. The acquired investment management agreements had a weighted-average amortization period of 4.9 years from the date of acquisition. Par Four’s results included in the Company’s consolidated results starting from the date the acquisition closed, August 15, 2023, and such amounts are not material to the Financial Statements. CHI Acquisition The following table presents the consideration, net identifiable assets acquired and bargain purchase gain related to the CHI Acquisition: (dollars in thousands) Consideration Cash Consideration $ 20 Net Identifiable Assets Acquired Assets acquired: Investments $ 20 Intangible assets: Investment management agreements 5,200 Investor relationships 800 Other assets, net 1,791 Total assets acquired 7,811 Liabilities assumed: Accrued expenses 300 Deferred revenue 1,491 Total liabilities assumed 1,791 Net Identifiable Assets Acquired $ 6,020 Bargain Purchase Gain $ (6,000) The acquired investment management agreements and investor relationships had weighted amortization periods from the date of acquisition of 3.2 years and 0.7 years, respectively. The bargain purchase gain, which resulted primarily from the fair value of the identifiable intangible assets that we acquired exceeding the purchase consideration, is included within net gains (losses) on investments on the Company’s consolidated and combined statements of operations. CHI’s results are included in the Company’s consolidated results starting from the date the acquisition closed, December 1, 2023, and such amounts are not material to the Financial Statements. Intangible Assets, Net The following table summarizes the Company’s intangible assets, net: (dollars in thousands) December 31, December 31, Remaining Weighted-Average Amortization Period as of December 31, 2023 Intangible assets, gross: Investment management agreements (1) $ 2,224,420 $ 2,222,320 11.7 years Investor relationships 460,300 459,500 8.7 years Trademarks (2) 94,400 94,400 0.0 years Total intangible assets, gross 2,779,120 2,776,220 Accumulated amortization: Investment management agreements (1) (471,104) (290,816) Investor relationships (103,608) (60,630) Trademarks (94,400) (19,352) Total accumulated amortization (669,112) (370,798) Total Intangible Assets, Net $ 2,110,008 $ 2,405,422 (1) As a result of classification of certain assets held for sale during the fourth quarter of 2023, the associated intangible assets balance and accumulated amortization related to the investment management agreements were reduced by $7.1 million and $2.0 million, respectively, and the Company recognized a $4.9 million loss (net of estimated selling costs), which is included within net gains (losses) on investments on the Company’s consolidated and combined statements of operations. The transaction closed in January 2024. (2) As a result of certain corporate actions taken during the first quarter of 2023, the estimated useful lives of acquired trademarks were updated. The remaining unamortized balances were expensed as of June 30, 2023. The following table presents expected future amortization of finite-lived intangible assets as of December 31, 2023: (dollars in thousands) Period Amortization 2024 $ 226,013 2025 221,252 2026 207,408 2027 193,109 2028 189,458 Thereafter 1,072,768 Total $ 2,110,008 Pro Forma Financial Information Unaudited pro forma revenues were $1.4 billion and $1.0 billion for the years ended December 31, 2022 and 2021, respectively. Unaudited pro forma net loss allocated to Class A Stockholders was $(9.5) million and $(198.2) million for the years ended December 31, 2022 and 2021, respectively. This proforma financial information was computed by combining the historical financial information of the Company, including Owl Rock and Altimar for periods prior to the Business Combination, and Dyal Capital and Oak Street as though these acquisitions were consummated on January 1, 2020, and as if the Wellfleet Acquisition was consummated on January 1, 2021. These pro forma amounts assume a consistent ownership structure, annual effective tax rates and amortization of the fair value of acquired assets as of each respective acquisition date. The proforma information does not reflect the potential benefits of cost and funding synergies, opportunities to earn additional revenues, or other factors, and therefore does not represent what the actual revenues and net income would have been had the businesses actually been combined as of the dates above. |