What changed in this filing

/stocks — the workspaceLOADING

Item 5. Other Information

2022-08-04 compared with 2022-05-05 · 412 added, 187 removed, 829 unchanged (42% of the section changed)

1 unchanged sentence

Exhibit Number Description

Certificate of Incorporation of Blue Owl Capital Inc., as amended

Description of Securities

Third Supplemental Indenture dated as of February 15, 2022 among Blue Owl Finance LLC, as issuer, Blue Owl Capital Holdings LP, Blue Owl Capital Carry LP, Owl Rock Capital Group LLC, Dyal Capital Holdings (incorporated by reference to Exhibit 4.2 of Blue Owl Capital Inc.

Current Report on Form 8-K filed on February 15, 2022)

Form of 4.375% Senior Note due 2032 (included in Exhibit 4.2 hereto) (incorporated by reference to Exhibit 4.3 of Blue Owl Capital Inc.

Current Report on Form 8-K filed on February 15, 2022)

Second Amended and Restated Limited Partnership Agreement of Blue Owl Capital Carry LP (incorporated by reference to Exhibit 10.2 of Blue Owl Capital Inc.

Current Report on Form 8-K filed on October 25, 2021)

Second Amended and Restated Limited Partnership Agreement of Blue Owl Capital Holdings LP (incorporated by reference to Exhibit 10.3 of Blue Owl Capital Inc.

Current Report on Form 8-K filed on October 25, 2021)

Amendment No.

1 to Blue Owl Capital Inc.

2021 Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 10.1 of Blue Owl Capital Inc.

Current Report on Form 8-K filed on October 25, 2021)

Form of Incentive Unit Grant Agreement (incorporated by reference to Exhibit 10.4 of Blue Owl Capital Inc.

Current Report on Form 8-K filed on October 25, 2021)

Form of RSU Award Agreement for Directors (incorporated by reference to Exhibit 10.5 of Blue Owl Capital Inc.

Current Report on Form 8-K filed on October 25, 2021)

Form of RSU Award Agreement for Employees (incorporated by reference to Exhibit 10.6 of Blue Owl Capital Inc.

Current Report on Form 8-K filed on October 25, 2021)

Certificate of Incorporation of Blue Owl Capital Inc., as amended (incorporated by reference to Exhibit 3.1 of Blue Owl Capital Inc.

Quarter Report on Form 10-Q filed on May 5, 2022)

Amended and Restated Bylaws of Blue Owl Capital Inc.

(incorporated by reference to Exhibit 3.2 of Blue Owl Capital Inc.

Quarterly Report on Form 10-Q filed on November 9, 2021)

Amended and Restated Credit Agreement, dated as of June 15, 2022, by and among Blue Owl Finance LLC, Blue Owl Capital Holdings LP, Blue Owl Capital Carry LP, the subsidiary guarantors party thereto, the several banks and other financial institutions or entities party thereto and MUFG Bank, Ltd.(incorporated by reference to Exhibit 1.1 of Blue Owl Capital Inc.

Current Report on Form 8-K filed on June 15, 2022)

Certification of the Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

5 unchanged sentences

101* Interactive data files pursuant to Rule 405 of Regulation S-T, formatted in Inline XBRL (eXtensible Business Reporting Language):

(i) the Consolidated and Combined Statements of Financial Condition as of March 31, 2022 and December 31, 2021, (ii) the Consolidated and Combined Statements of Operations for the three months ended March 31, 2022 and 2021, (iii) the Consolidated and Combined Statements of Changes in Shareholders’ Equity (Deficit) for the three months ended March 31, 2022 and 2021, (iv) the Consolidated and Combined Statements of Cash Flows for the three months ended March 31, 2022 and 2021, and (v) the Notes to the Consolidated and Combined Financial Statements

(i) the Consolidated and Combined Statements of Financial Condition as of June 30, 2022 and December 31, 2021, (ii) the Consolidated and Combined Statements of Operations for the three and six months ended June 30, 2022 and 2021, (iii) the Consolidated and Combined Statements of Changes in Shareholders’ Equity (Deficit) for the three and six months ended June 30, 2022 and 2021, (iv) the Consolidated and Combined Statements of Cash Flows for the six months ended June 30, 2022 and 2021, and (v) the Notes to the Consolidated and Combined Financial Statements

104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

1 unchanged sentence

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

August 4, 2022

Blue Owl Capital Inc.

3 unchanged sentences

INDEX TO FINANCIAL STATEMENTS (UNAUDITED)

Consolidated and Combined Statements of Financial Condition as of March 31, 2022 and December 31, 2021

Consolidated and Combined Statements of Operations for the three months ended March 31, 2022 and 2021

Consolidated and Combined Statements of Changes in Shareholder’s Equity (Deficit) for the three months ended March 31, 2022 and 2021

Consolidated and Combined Statements of Cash Flows for the three months ended March 31, 2022 and 2021

Consolidated and Combined Statements of Financial Condition as of June 30, 2022 and December 31, 2021

Consolidated and Combined Statements of Operations for the three and six months ended ended June 30, 2022 and 2021

Consolidated and Combined Statements of Changes in Shareholders’ Equity (Deficit) for the three and six months ended ended June 30, 2022 and 2021

Consolidated and Combined Statements of Cash Flows for the six months ended June 30, 2022 and 2021

Notes to Consolidated and Combined Financial Statements F- 8

41 unchanged sentences

(Dollars in Thousands, Except Per Share Data)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2022 2021 2022 2021

Management fees, net (includes Part I Fees of $ 46,346 , $ 36,073 , $ 93,085 and $ 64,987 , respectively)

6 unchanged sentences

Total Expenses 337,392 1,294,421 636,104 1,357,265

Other (Loss) Income

Net gains on investments 5 —

Other Income (Loss)

Net losses on investments ( 123 ) — ( 118 ) —

Net losses on retirement of debt — ( 16,145 ) — ( 16,145 )

Interest expense ( 15,051 ) ( 5,817 ) ( 27,885 ) ( 11,675 )

2 unchanged sentences

Change in earnout liability ( 208 ) ( 462,970 ) ( 704 ) ( 462,970 )

Total Other (Loss) Income ( 5,219 ) ( 5,858 )

(Loss) Income Before Income Taxes ( 27,954 ) 39,522

Income tax (benefit) expense ( 5,038 ) 188

Consolidated and Combined Net (Loss) Income ( 22,916 ) 39,334

Total Other Income (Loss) 6,711 ( 501,378 ) 1,492 ( 507,236 )

Loss Before Income Taxes ( 3,435 ) ( 1,616,539 ) ( 31,389 ) ( 1,577,017 )

Income tax expense (benefit) 5,631 ( 29,199 ) 593 ( 29,011 )

Consolidated and Combined Net Loss ( 9,066 ) ( 1,587,340 ) ( 31,982 ) ( 1,548,006 )

Net loss attributable to noncontrolling interests 7,940 1,224,996 19,041 1,225,076

Net (Loss) Income Attributable to Blue Owl Capital Inc.

Net Loss Attributable to Blue Owl Capital Inc.

(After May 19, 2021) / Owl Rock (Prior to May 19, 2021) $ ( 1,126 ) $ ( 362,344 ) $ ( 12,941 ) $ ( 322,930 )

May 19, 2021 through

June 30, 2021 May 19, 2021 through

June 30, 2021

Net Loss Attributable to Class A Shares $ ( 1,126 ) $ ( 397,189 ) $ ( 12,941 ) $ ( 397,189 )

3 unchanged sentences

Weighted-Average Class A Shares

422,631,967 329,055,258 419,896,221 329,055,258

Diluted 1,407,843,503 1,252,092,338 419,896,221 1,252,092,338

6 unchanged sentences

(Dollars in Thousands, Except Per Share Data)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2022 2021 2022 2021

Members’ Deficit Prior to the Business Combination

2 unchanged sentences

Comprehensive income prior to the Business Combination Date — 34,845 — 74,259

Transfer of predecessor members’ deficit to additional paid-in capital and noncontrolling interests — 536,571 — 536,571

Ending Balance $ — $ — $ — $ —

1 unchanged sentence

Beginning balance $ 41 $ — $ 40 $ —

Impact of the Business Combination — 32 — 32

Class C Shares and Common Units exchanged for Class A Shares 1 — 2 —

2 unchanged sentences

Beginning balance $ 67 $ — $ 67 $ —

Impact of the Business Combination — 63 — 63

Class C Shares and Common Units exchanged for Class A Shares ( 1 ) — ( 1 ) —

Ending Balance $ 66 $ 63 $ 66 $ 63

1 unchanged sentence

Beginning balance $ 32 $ — $ 32 $ —

Impact of the Business Combination — 29 — 29

Ending Balance $ 32 $ 29 $ 32 $ 29

Class E Shares Par Value

Beginning balance $ — $ — $ — $ —

Impact of the Business Combination — 1 — 1

Ending Balance $ — $ 1 $ — $ 1

Blue Owl Capital Inc.

2 unchanged sentences

(Dollars in Thousands, Except Per Share Data)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2022 2021 2022 2021

Additional Paid-in Capital

Beginning balance $ 2,166,232 $ — $ 2,160,934 $ —

Transfer of predecessor Owl Rock members’ deficit to additional paid-in capital and noncontrolling interests — ( 138,133 ) — ( 138,133 )

Cash proceeds from the Business Combination — 1,738,478 — 1,738,478

Offering costs related to the Business Combination — ( 126,309 ) — ( 126,309 )

Allocation of cash proceeds to warrant liability — ( 25,128 ) — ( 25,128 )

Allocation to earnout liability for Class E Shares issued in connection with the Business Combination — ( 83,949 ) — ( 83,949 )

Deferred taxes recognized in the Business Combination — 145,163 — 145,163

Deferred taxes on capital transactions 33,351 — 42,990 —

TRA liability on capital transactions ( 40,897 ) — ( 55,765 ) —

Reallocation between additional paid-in capital and noncontrolling interests related to the Business Combination — ( 325,222 ) — ( 325,222 )

Exercise of warrants — — 2 —

7 unchanged sentences

Cash dividends declared on Class A Shares ( 40,775 ) — ( 81,280 ) —

Comprehensive loss ( 11,815 ) —

Comprehensive loss following the Business Combination ( 1,126 ) ( 397,189 ) ( 12,941 ) ( 397,189 )

Ending Balance $ ( 591,727 ) $ ( 397,189 ) $ ( 591,727 ) $ ( 397,189 )

3 unchanged sentences

Beginning balance $ 4,128,298 $ 9,100 $ 4,184,003 $ 6,526

Transfer of predecessor Owl Rock members’ deficit to additional paid-in capital and noncontrolling interests — ( 398,438 ) — ( 398,438 )

Common Units issued as consideration related to the Dyal Acquisition — 4,285,359 — 4,285,359

Acquisition of noncontrolling interests in the Blue Owl Operating Group in connection with the Business Combination — ( 491,956 ) — ( 491,956 )

Allocation to earnout liability for Seller Earnout Units issued in the Business Combination — ( 160,540 ) — ( 160,540 )

Reallocation between additional paid-in capital and noncontrolling interests related to the Business Combination — 325,222 — 325,222

Equity-based compensation 90,132 937,196 174,150 937,196

Settlement of Earnout Securities — — — —

Acquisition of noncontrolling interests — — — —

Contributions 5,630 4,517 10,761 7,171

6 unchanged sentences

Cash Dividends Paid per Class A Share $ 0.10 $ — $ 0.20 $ —

Blue Owl Capital Inc.

Consolidated and Combined Statements of Changes in Shareholders’ Equity (Deficit) (Unaudited)

(Prior to May 19, 2021, Owl Rock)

(Dollars in Thousands, Except Per Share Data)

Three Months Ended June 30, Six Months Ended June 30,

2022 2021 2022 2021

Number of Class A Shares

Beginning balance 407,639,908 — 404,919,411 —

Impact of the Business Combination — 320,005,258 — 320,005,258

Class A Share repurchases — — ( 2,000,000 ) —

5 unchanged sentences

Beginning balance 670,147,025 — 674,766,200 —

Impact of the Business Combination — 628,380,707 — 628,380,707

Class C Shares and Common Units exchanged for Class A Shares ( 12,338,436 ) — ( 16,957,611 ) —

2 unchanged sentences

Beginning balance 319,132,127 — 319,132,127 —

Impact of the Business Combination — 294,656,373 — 294,656,373

Ending Balance 319,132,127 294,656,373 319,132,127 294,656,373

Number of Class E Shares

Beginning balance — — — —

Impact of the Business Combination — 14,990,864 — 14,990,864

Ending Balance — 14,990,864 — 14,990,864

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

3 unchanged sentences

(Dollars in Thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Cash Flows from Operating Activities

Consolidated and combined net (loss) income $ ( 22,916 ) $ 39,334

Adjustments to reconcile consolidated and combined net (loss) income to net cash from operating activities:

Consolidated and combined net loss $ ( 31,982 ) $ ( 1,548,006 )

Adjustments to reconcile consolidated and combined net loss to net cash from operating activities:

Amortization of intangible assets 126,411 21,336

4 unchanged sentences

Non-cash lease expense 2,884 ( 117 )

Net losses on retirement of debt — 16,145

Net gains on investments, net of dividends 118 —

14 unchanged sentences

Proceeds from investment sales and maturities 2,174 —

Cash consideration paid for acquisitions, net of cash consideration received ( 114,454 ) ( 973,457 )

Net Cash Used in Investing Activities ( 175,111 ) ( 977,440 )

Cash Flows from Financing Activities

Cash proceeds from the Business Combination — 1,738,603

Offering costs related to the Business Combination — ( 126,309 )

Acquisition of noncontrolling interests in the Blue Owl Operating Group in connection with the Business Combination — ( 491,956 )

Proceeds from debt obligations 395,060 896,008

5 unchanged sentences

Class A Share repurchases ( 24,238 ) —

Distributions to members prior to the Business Combination — ( 51,140 )

Contributions from noncontrolling interests 10,678 7,171

Distributions to noncontrolling interests ( 201,604 ) ( 1,478 )

Net Cash Provided by (Used in) Financing Activities 72,788 ( 3,358 )

Net Increase (Decrease) in Cash and Cash Equivalents 143,385 ( 3,066 )

Net Cash (Used in) Provided by Financing Activities ( 64,220 ) 1,383,523

Net Increase in Cash and Cash Equivalents 6,163 424,403

Cash and cash equivalents, beginning of period 42,567 11,630

22 unchanged sentences

Oak Street Acquisition

On December 29, 2021, the Company completed its acquisition of Oak Street Real Estate Capital, LLC (“Oak Street”) and its advisory business (the “Oak Street Acquisition,” and together with the Dyal Acquisition, the “Acquisitions”).

On December 29, 2021, the Company completed its acquisition of Oak Street Real Estate Capital, LLC (“Oak Street”) and its advisory business (the “Oak Street Acquisition”).

Wellfleet Acquisition

On April 1, 2022, the Company completed its acquisition of Wellfleet Credit Partners, LLC (“Wellfleet”), a manager of collateralized loan obligations (“CLOs”) (the “Wellfleet Acquisition,” and collectively with the Oak Street Acquisition and the Dyal Acquisition, the “Acquisitions”).

See Note 3 for additional information.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements (Unaudited)

Registrant’s Capital Structure

As of March 31, 2022, the Registrant had the following instruments outstanding:

As of June 30, 2022, the Registrant had the following instruments outstanding:

• Class A Shares —Shares of Class A common stock that are publicly traded.

1 unchanged sentence

As of March 31, 2022, the Class A Shares and Class C Shares (collectively, the “Low-Vote Shares”) represented a combined 10 % of the total voting power of all shares.

Subsequent to March 31, 2022, the Company’s organization documents were amended to increase from 10 % to 20 % the total voting power of the Low-Vote Shares.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements (Unaudited)

Subsequent to March 31, 2022, the Company’s organization documents were amended to increase the total voting power of the Low-Vote Shares from 10 % to 20 % .

• Class B Shares —Shares of Class B common stock that are not publicly traded.

1 unchanged sentence

As of March 31, 2022, the Class B Shares and Class D Shares (collectively, the “High-Vote Shares”) represented a combined 90 % of the total voting power of all shares.

Subsequent to March 31, 2022, the Company’s organization documents were amended to lower from 90 % to 80 % the total voting power of the High-Vote Shares.

No Class B Shares have been issued from inception through March 31, 2022.

Subsequent to March 31, 2022, the Company’s organization documents were amended to lower the total voting power of the High-Vote Shares from 90 % to 80 %.

No Class B Shares have been issued from inception through June 30, 2022.

Common Units (as defined below) held by certain senior members of management (“Principals”) are exchangeable on a one -for-one basis for Class B Shares.

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The Class D Shares are High-Vote Shares as described above.

• Class E Shares —Shares of Class E common stock that were not publicly traded.

Class E Shareholders were no t entitled to a vote.

Class E Shares accrued distributions equal to amounts declared per Class A Share;

however, such distributions were not paid until the Company’s Class A Shares reached certain price levels (“Class E Triggering Events”).

Class E Shares and Seller Earnout Units (defined below) are collectively referred to as “Earnout Securities.”

In connection with the Business Combination, the Company issued two series of Class E Shares:

Series E-1 and Series E-2.

Series E-1 and E-2 vested upon a Class E Triggering Event, which occurred when the volume weighted-average price of a Class A Share exceeded $ 12.50 and $ 15.00 , respectively, for 20 consecutive trading days.

The Series E-1 Class E Shares had a Class E Triggering Event on July 21, 2021, at which time 7,495,432 Class E Shares were converted into an equal number of Class A Shares.

The Series E-2 Class E Shares had a Class E Triggering Event on November 3, 2021, at which time 7,495,432 Class E Shares were converted into an equal number of Class A Shares.

As a result, there are no longer any Class E Shares issued or outstanding.

• RSUs —The Company grants Class A restricted share units (“RSUs”) to its employees and independent Board members.

4 unchanged sentences

See Note 8 for additional information.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements (Unaudited)

• Warrants —In connection with the Business Combination, the Company issued warrants to purchase Class A Shares at a price of $ 11.50 per share.

5 unchanged sentences

Holders may elect to exercise their warrants on a cashless basis.

The following table presents the number of shares of the Registrant, RSUs and warrants that were outstanding as of March 31, 2022:

March 31, 2022

The following table presents the number of shares of the Registrant, RSUs and warrants that were outstanding as of June 30, 2022:

June 30, 2022

Class A Shares 420,102,492

3 unchanged sentences

Warrants 14,159,048

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements (Unaudited)

Share Repurchase Program

On May 4, 2022, Blue Owl’s Board authorized the repurchase of up to $ 150.0 million of Class A Shares.

Under the repurchase program, repurchases may be made from time to time in open market transactions, in privately negotiated transactions or otherwise.

The timing and the actual numbers repurchased will depend on a variety of factors, including legal requirements, price and economic and market conditions.

The share repurchase program may be changed, suspended or discontinued at any time and will terminate upon the earlier of (i) the purchase of all shares available under the repurchase program or (ii) December 31, 2024.

As of June 30, 2022, no share repurchases had been made under the program.

This program replaced the previously authorized program under which the Company repurchased 2,000,000 shares during the first quarter of 2022.

Blue Owl Operating Partnerships’ Capital Structure

As of March 31, 2022, the Blue Owl Operating Partnerships had outstanding the following instruments, which are collectively referred to as “Blue Owl Operating Group Units”:

As of June 30, 2022, the Blue Owl Operating Partnerships had outstanding the following instruments, which are collectively referred to as “Blue Owl Operating Group Units”:

• GP Units —The Registrant indirectly holds a general partner interest and all of the GP Units in each of the Blue Owl Operating Partnerships.

3 unchanged sentences

References to GP Units also include Common Units (as defined below) acquired and held directly or indirectly by the Registrant as a result of Common Units exchanged for Class A Shares.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements (Unaudited)

• Common Units —Common Units are limited partner interests held by certain members of management, employees and other third parties in the Blue Owl Operating Partnerships.

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As a result, Incentive Unitholders (consistent with other Blue Owl Operating Group Units other than Oak Street Earnout Units) may receive tax distributions on unvested units to cover a portion or all of such tax liabilities.

• Oak Street Earnout Units —In connection with the Oak Street Acquisition, the Company agreed to make additional payments of cash (“Oak Street Cash Earnout”) and Common Units (“Oak Street Earnout Units” and collectively with the Oak Street Cash Earnout, the “Oak Street Earnouts”) in two tranches upon the occurrence of certain “Oak Street Triggering Events.” The Oak Street Triggering Events are based on achieving a certain level of quarterly management fee revenues from existing and future Oak Street products.

See Note 3 to the consolidated and combined audited financial statements included in the Company’s Annual Report for the year ended December 31, 2021 (the “2021 Audited Financial Statements”), for additional information.

• Seller Earnout Units —Seller Earnout Units were limited partner interests held in the Blue Owl Operating Partnerships that had the same Class E Triggering Events, forfeiture provisions and distribution restrictions as the Class E Shares.

In connection with the Business Combination, recipients of Earnout Securities had the option of selecting either Class E Shares or Seller Earnout Units.

For recipients that elected to receive Class E Shares, a corresponding number of Seller Earnout Units were indirectly held by the Registrant.

Upon meeting the respective Class E Triggering Events, Seller Earnout Units not held directly or indirectly by the Registrant automatically became Common Units, whereas the Seller Earnout Units held directly or indirectly by the Registrant automatically became GP Units.

The Series E-1 Seller Earnout Units had a Class E Triggering Event on July 21, 2021.

As a result, (i) 7,495,432 Seller Earnout Units underlying an equal number of Series E-1 Class E Shares were converted into an equal number of GP Units, (ii) 42,504,530 Seller Earnout Units were converted into an equal number of Common Units, and (iii) 42,504,530 non-economic, voting shares of the Registrant were issued to the holders of the converted Common Units ( 30,266,653 Class C Shares and 12,237,877 Class D Shares).

The Series E-2 Seller Earnout Units had a Class E Triggering Event on November 3, 2021.

As a result, (i) 7,495,432 Seller Earnout Units underlying an equal number of Series E-2 Class E Shares were converted into an equal number of GP Units, (ii) 42,504,530 Seller Earnout Units were converted into an equal number of Common Units, and (iii) 42,504,530 non-economic, voting shares of the Registrant were issued to the holders of the converted Common Units ( 30,266,653 Class C Shares and 12,237,877 Class D Shares).

As a result, there are no longer any Class E Shares issued or outstanding.

Blue Owl Capital Inc.

1 unchanged sentence

Notes to Consolidated and Combined Financial Statements (Unaudited)

The following table presents the number of Blue Owl Operating Group Units that were outstanding as of March 31, 2022:

Units March 31, 2022

The following table presents the number of Blue Owl Operating Group Units that were outstanding as of June 30, 2022:

Units June 30, 2022

GP Units 420,102,492

1 unchanged sentence

Incentive Units 26,042,169

Acquisitions-Related Earnouts

Units June 30, 2022

Oak Street Earnout Units 26,074,330

Share Repurchase Program

On May 19, 2021, Blue Owl’s Board authorized the repurchase of up to $ 100.0 million of Class A Shares.

Under the repurchase program, repurchases may be made from time to time in open market transactions, in privately negotiated transactions or otherwise.

The timing and the actual numbers repurchased will depend on a variety of factors, including legal requirements, price and economic and market conditions.

The repurchase program was set to expire on May 19, 2022.

On May 4, 2022, Blue Owl’s Board authorized renewing the repurchase program, and increased the amount to up to $ 150.0 million of Class A Shares.

The repurchase program may be changed, suspended or discontinued at any time and will terminate upon the earlier of (i) the purchase of all shares available under the repurchase program or (ii) December 31, 2024.

Wellfleet Earnout Shares 940,668

In connection with the Oak Street Acquisition, the Company agreed to make additional payments of cash (“Oak Street Cash Earnout”) and Common Units (“Oak Street Earnout Units” and collectively with the Oak Street Cash Earnout, the “Oak Street Earnouts”) in two tranches upon the occurrence of certain “Oak Street Triggering Events.” The Oak Street Triggering Events are based on achieving a certain level of quarterly management fee revenues from existing and future Oak Street products.

In connection with the Wellfleet Acquisition, the Company agreed to make additional payments of cash (“Wellfleet Earnout Cash”) and Class A Shares (“Wellfleet Earnout Shares” and collectively with the Wellfleet Earnout Cash, the “Wellfleet Earnouts”) to the sellers in three tranches at each of the three anniversaries following the closing of the transaction, contingent upon the continued employment of certain Wellfleet employees (“Wellfleet Triggering Events”).

See Note 3 for additional information.

Common Unit Exchanges

During the first quarter of 2022, the Company exchanged 4,619,175 Common Units and Class C Shares for an equal number of Class A Shares.

From time to time, the Company exchanges Common Units and Class C Shares for an equal number of Class A Shares.

As a result of the exchange, the Company reallocated equity from noncontrolling interests to the Company’s additional paid-in capital and recorded additional deferred tax assets and TRA liability in connection with the exchanges.

12 unchanged sentences

Following the Business Combination, the financial statements are prepared on a consolidated basis.

The merger between Owl Rock and Altimar was accounted for as a reverse asset acquisition, with no step-up to fair value on any assets or liabilities, and therefore no goodwill or other intangible assets were recorded.

The Acquisitions were accounted for using the acquisition method of accounting.

As a result, the Company recorded the fair value of the net assets acquired as of the closing date of each respective acquisition, and operating results for each acquired business are included starting as of such each respective date.

Blue Owl Capital Inc.

1 unchanged sentence

Notes to Consolidated and Combined Financial Statements (Unaudited)

The Acquisitions were accounted for using the acquisition method of accounting.

Use of Estimates

2 unchanged sentences

(ii) the fair value of equity-based compensation grants;

(iii) the fair values of liabilities with respect to the TRA (the portion considered contingent consideration), warrants and earnout liability;

(iii) the fair values of liabilities with respect to the TRA (the portion considered contingent consideration), warrants and earnout liabilities;

(iv) the estimate of future taxable income, which impacts the realizability and carrying amount of the Company’s deferred income tax assets;

29 unchanged sentences

The Company considers highly-rated liquid investments that have an original maturity of three months or less from the date of purchase to be cash equivalents.

As of March 31, 2022 and December 31, 2021, the Company holds the majority of its cash balances with a single financial institution and such balances are in excess of Federal Deposit Insurance Corporation insured limits, which exposes the Company to a certain degree of credit risk concentration.

Investments are primarily comprised of investments for which the Company has elected the fair value option in order to simplify the accounting for these instruments, and therefore changes in unrealized gains or losses are included in current-period earnings.

As of June 30, 2022 and December 31, 2021, the Company holds the majority of its cash balances with a single financial institution and such balances are in excess of Federal Deposit Insurance Corporation insured limits, which exposes the Company to a certain degree of credit risk concentration.

Investments in the Company’s products are accounted for using the equity-method of accounting, whereby the Company recognizes its share of income in current-period earnings.

Distributions, when received on these investments, generally reduce the carrying value of such investments.

For other investments, the Company has elected the fair value option in order to simplify the accounting for these instruments, and therefore changes in unrealized gains or losses are included in current-period earnings.

Such elections are irrevocable and are applied on an investment-by-investment basis at initial recognition.

1 unchanged sentence

Realized and changes in unrealized gains (losses) on these investments are included within net gains (losses) on investments in the consolidated and combined statements of operations.

Investments for which the Company has not elected the fair value option are primarily comprised of equity-method investments in its products.

See Note 9 for additional information.

71 unchanged sentences

Earnout Liability, at Fair Value

Earnout liability is comprised of the Oak Street Cash Earnout.

The Oak Street Cash Earnout represents contingent consideration on the Oak Street Acquisition and is recorded at fair value until the contingency has been resolved, with changes in fair value included within change in earnout liability in the Company’s consolidated and combined statements of operations.

Earnout liability is comprised of the Oak Street Cash Earnout and the Wellfleet Earnouts (collectively, the “Earnouts”).

The Earnouts represent contingent consideration on the Oak Street and Wellfleet Acquisitions and are recorded at fair value until the contingencies have been resolved, with changes in fair value included within change in earnout liability in the Company’s consolidated and combined statements of operations.

Once recognized, earnout liabilities are not derecognized until the contingencies are resolved and the consideration is paid or becomes payable.

3 unchanged sentences

Allocations to noncontrolling interests in the consolidated and combined statements of operations are based on the substantive profit-sharing arrangements in the operating agreements of the Blue Owl Operating Partnerships.

The Company does not record income or loss allocations to noncontrolling interests to the extent that such allocations would be provisional in nature, such as for unvested Incentive Units (other than certain minimum tax distributions).

Provisional allocations to these interests would be subject to reversal in the event the unvested Incentive Units are forfeited or if the Seller Earnout Units would not have achieved their Class E Triggering Events.

12 unchanged sentences

Payment terms and fee rates of management fees vary by product but are generally collected on a quarterly basis and are not subject to clawback.

Management fees for the Company’s business development company (“BDC”) products are typically based on a percentage of average fair value of gross assets excluding cash.

Management fees for the Company’s business development company (“BDC”) products are typically based on a percentage of average fair value of gross assets excluding cash or net asset value.

For certain BDCs, the management fee base may also include uncalled capital commitments.

5 unchanged sentences

Such Part I Fees are classified as management fees in the consolidated and combined statements of operations as they are predictable and recurring in nature, not subject to repayment and cash-settled each quarter.

Management fees for the Company’s collateralized loan obligations (“CLOs”) are generally based on the outstanding par value of the underlying collateral and recognized over time as the services are rendered.

Management fees for the Company’s GP minority equity investments strategy are generally based on a percentage of capital committed during the investment period, and thereafter generally based on the cost of unrealized investments.

1 unchanged sentence

Management fees for the Company’s net lease strategy are generally based on either a percentage of capital committed and/or called during the investment period, and thereafter generally based on the total cost of unrealized investments, or net asset value.

Because management fees, including Part I Fees, are generally cash settled every quarter, the uncertainty underlying these fees are resolved each quarter.

Management fees, including Part I Fees, are generally cash settled every quarter and not subject to repayment, and therefore uncertainty underlying these fees are resolved each quarter.

As such, on a quarterly basis, a subsequent significant reversal in relation to the cumulative revenue recognized is not probable for the quarter in arrears.

17 unchanged sentences

Notes to Consolidated and Combined Financial Statements (Unaudited)

For certain non-BDC Direct Lending products and substantially all of the GP Capital Solutions products, realized performance income is in the form of carried interest that is allocated to the Company based on cumulative fund performance over time, subject to the achievement of minimum return levels in certain products.

For certain non-BDC Direct Lending products and substantially all of the GP Capital Solutions and Real Estate products, realized performance income is in the form of carried interest that is allocated to the Company based on cumulative fund performance over time, subject to the achievement of minimum return levels in certain products.

The Company recognizes carried interest only to the extent that it is not probable that a significant reversal will occur for amounts recognized.

43 unchanged sentences

None of the ASUs that have been issued but not yet adopted are expected to have a material impact on the Company’s consolidated and combined financial statements.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements (Unaudited)

ACQUISITIONS AND INTANGIBLE ASSETS, NET

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)

Earnout consideration (2)

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

(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 this liability.

(3) Goodwill represents the amount of total consideration in excess of net identifiable assets acquired.

Approximately $ 108.0 million of 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, investor relationships and trademarks had a weighted-average amortization period 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 three and six months ended June 30, 2022, the Company’s consolidated results included $ 6.3 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 $ 3.6 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.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements (Unaudited)

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

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

Intangible Assets, Net

The following table summarizes the Company’s intangible assets, net:

(dollars in thousands) June 30,

2022 December 31,

2021 Useful Life

(in years) Remaining Weighted-Average Amortization Period as of June 30, 2022

Investment management agreements $ 2,222,320 $ 2,183,200 0.1 - 20.0 12.9 years

Investor relationships 459,500 448,800 7.8 - 13.0 10.2 years

Trademarks 94,400 93,300 7.0 - 7.0 6.1 years

Total Intangible Assets 2,776,220 2,725,300

accumulated amortization ( 240,300 ) ( 113,889 )

Total Intangible Assets, Net $ 2,535,920 $ 2,611,411

The following table presents expected future amortization of finite-lived intangible assets as of June 30, 2022:

(dollars in thousands)

Period Amortization

July 1, 2022 to December 31, 2022 $ 130,227

Thereafter 1,479,356

Total $ 2,535,920

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements (Unaudited)

Pro Forma Financial Information

Unaudited pro forma revenues were $ 284.3 million and $ 237.7 million for the three months ended June 30, 2022 and 2021, respectively, and $ 536.5 million and $ 444.9 million for the six months ended June 30, 2022 and 2021, respectively.

Unaudited pro forma net loss allocated to Class A Shareholders was $( 1.1 ) million and $( 368.3 ) million for the three months ended June 30, 2022 and 2021, respectively, and $( 13.1 ) million and $( 375.0 ) million for the six months ended June 30, 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 the 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.

DEBT OBLIGATIONS, NET

The table below summarizes outstanding debt obligations of the Company:

March 31, 2022

June 30, 2022

(dollars in thousands) Maturity

1 unchanged sentence

Net Carrying Value

Average Interest

2031 Notes 6/10/2031 $ 700,000 $ 700,000 $ — $ 684,617

3 unchanged sentences

Total $ 2,565,000 $ 1,450,000 $ 1,114,842 $ 1,413,211

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements (Unaudited)

December 31, 2021

2 unchanged sentences

Net Carrying Value

Average Interest

2031 Notes 6/10/2031 $ 700,000 $ 700,000 $ — $ 684,154

3 unchanged sentences

Amounts available for the Company’s Revolving Credit Facility as presented in the tables above are reduced by outstanding letters of credit related to certain leases.

Average interest rates exclude the impact of deferred financing costs and undrawn commitment fees.

On June 10, 2021, the Company, through its indirect subsidiary, Blue Owl Finance LLC, issued $ 700.0 million aggregate principal amount of 3.125 % Senior Notes due 2031 (the “2031 Notes”).

1 unchanged sentence

Interest on the 2031 Notes is payable semi-annually in arrears on June 10 and December 10 of each year.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements (Unaudited)

The 2031 Notes are fully and unconditionally guaranteed, jointly and severally, by the Blue Owl Operating Partnerships and certain of their respective subsidiaries.

16 unchanged sentences

Interest on the 2051 Notes is payable semi-annually in arrears on April 7 and October 7 of each year, commencing April 7, 2022.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements (Unaudited)

The 2051 Notes are fully and unconditionally guaranteed, jointly and severally, by the Blue Owl Operating Partnerships and certain of their subsidiaries.

6 unchanged sentences

Revolving Credit Facility

On December 7, 2021, the Company entered into a credit facility (the “Revolving Credit Facility”), which was subsequently supplemented in December 2021 and February 2022 to increase the capacity of the facility to $ 715.0 million.

On December 7, 2021, the Company entered into a revolving credit facility (the “Revolving Credit Facility”), which was amended on June 15, 2022, to increase the borrowing capacity to $ 1.1 billion.

Borrowings under the Revolving Credit Facility may be used to finance working capital needs and general corporate purposes.

Borrowings under the Revolving Credit Facility bear interest at a rate per annum of (a) adjusted-term secured overnight financing rate (“SOFR”) plus a margin of 1.25 % to 1.875 %, or (b) the greater of (i) prime rate, (ii) New York Fed Bank Rate plus 0.50 % and (iii) adjusted-term SOFR plus 1 %, plus a margin of 0.25 % to 0.875 %.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements (Unaudited)

Borrowings under the Revolving Credit Facility bear interest at the Company’s discretion at a rate per annum of adjusted-term secured overnight financing rate (“SOFR”) plus a margin of 1.25 % to 1.875 %, or (b) the greater of (i) prime rate, (ii) New York Fed Bank Rate plus 0.50 % and (iii) adjusted-term SOFR plus 1 %, plus a margin of 0.25 % to 0.875 %.

The Company is subject to an undrawn commitment fee rate of 0.13 % to 0.38 % of the daily amount of available revolving commitment.

The average borrowing rate for borrowings made under the prior revolving credit facility was 1.77 % for the six months ended June 30, 2022.

No borrowings have been made under the new Revolving Credit Facility.

The Revolving Credit Facility contains customary events of defaults, as well as a financial covenant generally providing for a maximum net leverage ratio of 4.0 to 1.

The net leverage ratio is generally calculated as the ratio of total consolidated debt less unrestricted cash and cash equivalents (up to $ 500.0 million) to the trailing 12-month consolidated EBITDA (each as defined in the agreement).

The Revolving Credit Facility also requires the Company to maintain a minimum level of fee-paying assets under management of at least $ 50.5 billion as of June 30, 2022, plus 70 % of any new fee-paying assets under management as a result of any future acquisitions.

The Company primarily has non-cancelable operating leases for its headquarters in New York and various other offices.

The operating lease for the Company’s headquarters does not include any renewal options.

(dollars in thousands) Three Months Ended March 31,

(dollars in thousands) Three Months Ended June 30, Six Months Ended June 30,

Lease Cost 2022 2021 2022 2021

2 unchanged sentences

Net Lease Cost $ 4,152 $ 1,361 $ 7,918 $ 2,677

(dollars in thousands) Three Months Ended March 31,

Supplement Lease Cash Flow Information 2022 2021

(dollars in thousands) Three Months Ended June 30, Six Months Ended June 30,

Supplemental Lease Cash Flow Information 2022 2021 2022 2021

Cash paid for amounts included in the measurement of lease liabilities:

2 unchanged sentences

Operating leases $ 1,290 $ 46,068 $ 4,273 $ 46,068

Lease Term and Discount Rate March 31, 2022 December 31, 2021

Lease Term and Discount Rate June 30, 2022 December 31, 2021

Weighted-average remaining lease term:

7 unchanged sentences

Future Maturity of Operating Lease Payments Operating Leases

April 1, 2022 to December 31, 2022 $ 609

July 1, 2022 to December 31, 2022 $ ( 1,691 )

Thereafter 63,078

2 unchanged sentences

Total Lease Liabilities $ 89,872

Amounts presented in the table above for the period from April 1, 2022 to December 31, 2022, are presented net of $ 8.0 million of tenant improvement allowance and reflects the impact of a $ 3.1 million rent holiday period.

Amounts presented in the table above for the period from July 1, 2022 to December 31, 2022, are presented net of $ 8.2 million of tenant improvement allowance and reflect the impact of a $ 1.7 million rent holiday period.

Subsequent to June 30, 2022, the Company entered into additional lease arrangements that increased total future expected operating lease payments by $ 12.2 million.

The following table presents a disaggregated view of the Company’s revenues:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(dollars in thousands) 2022 2021 2022 2021

4 unchanged sentences

Opportunistic lending 2,730 741 4,271 1,304

CLOs 6,295 — 6,295 —

Management Fees, Net 145,710 105,058 279,414 199,771

22 unchanged sentences

Management fees, realized performance income and administrative, transaction and other fees receivable are included within due from related parties and unearned management fees are included within accounts payable, accrued expenses and other liabilities in the Company’s consolidated and combined statements of financial condition.

Three Months Ended March 31,

Six Months Ended June 30,

(dollars in thousands) 2022 2021

13 unchanged sentences

The consideration paid, which includes $ 455.0 million paid in Class A Shares and $ 50.2 million in cash, is being amortized as a reduction of management fees, net in the Company’s consolidated statements of operations over a weighted-average period of 12 years, which represents the average period over which the related customer revenues are expected to be recognized.

Three Months Ended March 31,

Six Months Ended June 30,

(dollars in thousands) 2022 2021

Beginning Balance $ 495,322 $ —

Consideration paid — —

Amortization ( 17,844 ) —

4 unchanged sentences

OTHER ASSETS, NET

(dollars in thousands) March 31,

(dollars in thousands) June 30,

2022 December 31, 2021

8 unchanged sentences

Prepaid expenses 7,068 8,496

Deferred transaction costs 347 347

Other assets 14,454 10,030

2 unchanged sentences

The Company grants equity-based compensation awards in the form of RSUs and Incentive Units to its management, employees, consultants and independent members of the Board under the 2021 Omnibus Equity Incentive Plan (“2021 Equity Incentive Plan”).

The total number of Class A Shares and Blue Owl Operating Group Units, collectively, that may be issued under the 2021 Equity Incentive Plan is 101,230,522 , of which 48,177,821 remain available as of March 31, 2022.

The total number of Class A Shares and Blue Owl Operating Group Units, collectively, that may be issued under the 2021 Equity Incentive Plan is 101,230,522 , of which 46,864,239 remain available as of June 30, 2022.

To the extent that an award expires or is canceled, forfeited, terminated, surrendered, exchanged or withheld to cover tax withholding obligations, the unissued awards will again be available for grant under the 2021 Equity Incentive Plan.

In addition, the Company granted Common Units and Seller Earnout Units in connection with the Business Combination, which grants were not made under the 2021 Equity Incentive Plan.

A portion of these Common Units and Seller Earnout Units were considered equity-based compensation grants and a portion were considered consideration related to the Dyal Acquisition.

The portion considered equity-based compensation is included in the disclosures below.

On July 21, 2021, a Triggering Event occurred with respect to one-half of the Earnout Securities, as the volume weighted average Class A Share price equaled or exceeded $ 12.50 per share for 20 consecutive trading days ending July 21, 2021.

In connection with the Triggering Event, the Company recognized $ 15.0 million of non-cash equity-based compensation expense in the third quarter of 2021.

Blue Owl Capital Inc.

2 unchanged sentences

The table below presents information regarding equity-based compensation expense included within compensation and benefits in the Company’s consolidated and combined statements of operations.

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(dollars in thousands) 2022 2021 2022 2021

Included within compensation and benefits:

Acquisition related

Common Units issued in connection with the Business Combination $ — $ 1,121,139 $ — $ 1,121,139

Seller Earnout Units issued in connection with the Business Combination — 37,458 — 37,458

Oak Street Earnout Units 61,328 — 121,982 —

Wellfleet Earnout Shares 811 — 811 —

Total acquisition related 62,139 1,158,597 122,793 1,158,597

Incentive Units 33,982 — 60,965 —

RSUs 8,255 — 16,806 —

Included within general, administrative and other expenses

Incentive Units 182 — 361 —

RSUs 127 — 361 —

Equity-Based Compensation Expense $ 104,685 $ 1,158,597 $ 201,286 $ 1,158,597

3 unchanged sentences

Number of RSUs withheld to satisfy tax withholding obligations 50,189 — 107,170 —

The table below presents activity related to the Company’s unvested equity-based compensation awards for the three months ended March 31, 2022.

Incentive Units RSUs Oak Street Earnout Units

Number of Units Weighted-Average Grant Date Fair Value Per Unit Number of Units Weighted-Average Grant Date Fair Value Per Unit Number of Units Weighted-Average Grant Date Fair Value Per Unit

The table below presents activity related to the Company’s unvested equity-based compensation awards for the six months ended June 30, 2022.

Incentive Units RSUs Oak Street Earnout Units Wellfleet Earnout Shares

Number of Units Weighted-Average Grant Date Fair Value Per Unit Number of Units Weighted-Average Grant Date Fair Value Per Unit Number of Units Weighted-Average Grant Date Fair Value Per Unit Number of Units Weighted Average Grant Date Fair Value Per Unit

December 31, 2021 23,080,845 $ 13.87 10,118,104 $ 13.84 26,074,330 $ 12.53 — $ —

2 unchanged sentences

Forfeited ( 63,529 ) 11.51 ( 353,453 ) 14.02 — — — —

March 31, 2022 24,660,662 $ 13.89 10,757,116 $ 13.80 26,074,330 $ 12.53

June 30, 2022 24,856,359 $ 13.56 10,791,033 $ 13.45 26,074,330 $ 12.53 862,275 $ 11.44

Incentive Units

During the first quarter of 2022, the Company granted Incentive Units in connection with ordinary compensation-related grants.

The grant date fair value of Incentive Units was determined using the Company’s Class A Share price on the grant date, adjusted for the lack of dividend participation during the vesting period, and the application of a 14 % discount for lack of marketability on certain Incentive Units that are subject to a one-year post-vesting transfer restriction.

As of March 31, 2022, unamortized expense related to Incentive Units was $ 310.1 million, with a weighted-average amortization period of 4.4 years.

During the first quarter of 2022, the Company granted RSUs in connection with ordinary compensation-related grants.

The fair value of RSUs was determined using the Company’s Class A Share price on the grant date, adjusted for the lack of dividend participation during the vesting period, and the application of a 14 % to discount for lack of marketability on RSUs that are subject to a one-year post-vesting transfer restriction.

As of March 31, 2022, unamortized expense related to RSUs was $ 103.9 million, with a weighted-average amortization period of 3.6 years.

The grant date fair value of Incentive Units was determined using the Company’s Class A Share price on the grant date, adjusted for the lack of dividend participation during the vesting period, and the application of a 14 % - 18 % d iscount for lack of marketability on certain Incentive Units that are subject to a one-year post-vesting transfer restriction.

As of June 30, 2022, unamortized expense related to Incentive Units was $ 287.5 million, with a weighted-average amortization period of 4.1 years.

Blue Owl Capital Inc.

1 unchanged sentence

Notes to Consolidated and Combined Financial Statements (Unaudited)

The grant date fair value of RSUs was determined using the Company’s Class A Share price on the grant date, adjusted for the lack of dividend participation during the vesting period, and as applicable a 14 % discount for lack of marketability on RSUs that are subject to a one-year post-vesting transfer restriction.

As of June 30, 2022, unamortized expense related to RSUs was $ 94.2 million, with a weighted-average amortization period of 3.3 years.

Oak Street Earnout Units

The fair value of the Oak Street Earnout Units was determined using a Monte Carlo simulation valuation model, with the following weighted average assumptions:

The grant date fair value of the Oak Street Earnout Units was determined using a Monte Carlo simulation valuation model, with the following weighted average assumptions:

annualized revenue volatility of 38 %, revenue discount rate of 15 %, discount for lack of marketability of 13 % and expected holding period of approximately 2.0 years.

As of March 31, 2022, unamortized expense related to the Oak Street Earnout Units was $ 265.9 million, with a weighted average amortization period of 1.3 years.

As of June 30, 2022, unamortized expense related to the Oak Street Earnout Units was $ 204.6 million, with a weighted average amortization period of 1.1 years.

Wellfleet Earnout Shares

The grant date fair value of the Wellfleet Earnout Shares treated as compensation was determined using the Company’s Class A Share price on the grant date, adjusted for the lack of dividend participation during the vesting period.

As of June 30, 2022, unamortized expense related to the Wellfleet Ea rnout Shares was $ 9.1 million, with a weighted-average amortization period of 2.8 years .

FAIR VALUE DISCLOSURES

11 unchanged sentences

These financial assets and liabilities exhibit higher levels of liquid market observability as compared to Level III financial assets and liabilities.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements (Unaudited)

• Level III – Pricing inputs that are unobservable in the market and includes situations where there is little, if any, market activity for the financial asset or liability.

4 unchanged sentences

The assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the financial asset or liability when the fair value is based on unobservable inputs.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements (Unaudited)

Fair Value Measurements Categorized within the Fair Value Hierarchy

The table below summarizes the Company’s liabilities measured at fair value on a recurring basis as of March 31, 2022.

There were no assets measured at fair value on a recurring basis as of March 31, 2022.

March 31, 2022

The table below summarizes the Company’s liabilities measured at fair value on a recurring basis as of June 30, 2022:

June 30, 2022

(dollars in thousands) Level I Level II Level III Total

15 unchanged sentences

Total Liabilities, at Fair Value $ 43,048 $ — $ 280,875 $ 323,923

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements (Unaudited)

Reconciliation of Fair Value Measurements Categorized within Level III

1 unchanged sentence

There were no transfers in or out of Level III.

The following table sets forth a summary of changes in the fair value of the Level III measurements for the three ended March 31, 2022:

The following table sets forth a summary of changes in the fair value of the Level III measurements for the three months ended June 30, 2022:

Level III Liabilities

2 unchanged sentences

Issuances — — 14,751 14,751

Settlements — — — —

Net (gain) loss 9,653 ( 6,950 ) 496 3,199

Net (gains) losses ( 1,370 ) ( 7,706 ) 208 ( 8,868 )

Ending Balance $ 119,608 $ 11,094 $ 159,255 $ 289,957

Change in net unrealized losses on liabilities still recognized at the reporting date $ ( 1,370 ) $ ( 7,706 ) $ 208 $ ( 8,868 )

The following table sets forth a summary of changes in the fair value of the Level III measurements for the six months ended June 30, 2022:

Level III Liabilities

(dollars in thousands) TRA Liability Warrant Liability Earnout Liability Total

Beginning balance $ 111,325 $ 25,750 $ 143,800 $ 280,875

Issuances — — 14,751 14,751

Net losses (gains) 8,283 ( 14,656 ) 704 ( 5,669 )

Ending Balance $ 119,608 $ 11,094 $ 159,255 $ 289,957

Change in net unrealized losses on liabilities still recognized at the reporting date $ 8,283 $ ( 14,656 ) $ 704 $ ( 5,669 )

The following table sets forth a summary of changes in the fair value of the Level III measurements for the three months ended June 30, 2021:

Level III Liabilities

(dollars in thousands) TRA Liability Warrant Liability Earnout Liability Total

Beginning balance $ — $ — $ — $ —

Impact of the Business Combination 101,645 9,131 491,277 602,053

Net losses 1,146 5,469 462,970 469,585

Ending Balance $ 102,791 $ 14,600 $ 954,247 $ 1,071,638

Net change in unrealized losses held as of the reporting date $ 1,146 $ 5,469 $ 462,970 $ 469,585

The following table sets forth a summary of changes in the fair value of the Level III measurements for the six months ended June 30, 2021:

Level III Liabilities

(dollars in thousands) TRA Liability Warrant Liability Earnout Liability Total

Beginning balance $ — $ — $ — $ —

Impact of the Business Combination 101,645 9,131 491,277 602,053

Net losses 1,146 5,469 462,970 469,585

Ending Balance $ 102,791 $ 14,600 $ 954,247 $ 1,071,638

Net change in unrealized (gains) losses held as of the reporting date $ 1,146 $ 5,469 $ 462,970 $ 469,585

Blue Owl Capital Inc.

17 unchanged sentences

Earnout Liability

The fair value of the earnout liability was comprised of the Oak Street Cash Earnout that was deemed to be contingent consideration on the Oak Street Acquisition.

The fair value of the earnout liability was comprised of the Oak Street Cash Earnout and the Wellfleet Earnouts, each of which were deemed to be contingent consideration on the respective Acquisitions.

The fair value of the Oak Street Cash Earnout was determined using a Monte Carlo simulation model.

2 unchanged sentences

Treasuries for a maturity similar to the expected remaining life and a discount rate to adjust management’s revenue forecast from a risk-based forecast to a risk-neutral forecast.

The fair value of the Wellfleet Earnouts, which are primarily comprised of future contingent cash payments, was determined using a discounted cash flow model, which incorporates a discount rate based on the Company’s credit rating.

Blue Owl Capital Inc.

2 unchanged sentences

Quantitative Inputs and Assumptions for Fair Value Measurements Categorized within Level III

The following table summarizes the quantitative inputs and assumptions used for the Company’s Level III measurements as of March 31, 2022:

(dollars in thousands) Fair Value Valuation Technique Significant Unobservable Inputs Input Impact to Valuation from an Increase in Input

The following table summarizes the quantitative inputs and assumptions used for the Company’s Level III measurements as of June 30, 2022:

(dollars in thousands) Fair Value Valuation Technique Significant Unobservable Inputs Range Weighted Average Impact to Valuation from an Increase in Input

TRA liability $ 119,608 Discounted cash flow Discount Rate 10 % - 10 % 10 % Decrease

Warrant liability 11,094 Monte Carlo Simulation Volatility 44 % - 44 % 44 % Increase

Earnout liability 144,296 Monte Carlo simulation Revenue volatility 45 % Increase

Earnout liability:

Oak Street Earnouts 144,834 Monte Carlo Simulation Revenue Volatility 58 % - 58 % 58 % Increase

Risk-free rate 3 % 3 % 3 % Increase

Discount Rate 16 % 16 % 16 % Decrease

Wellfleet Earnouts 14,421 Discounted cash flow Discount Rate 2 % - 5 % 3 % Decrease

Total Liabilities, at Fair Value $ 289,957

The following table summarizes the quantitative inputs and assumptions used for the Company’s Level III measurements as of December 31, 2021:

(dollars in thousands) Fair Value Valuation Technique Significant Unobservable Inputs Input Impact to Valuation from an Increase in Input

(dollars in thousands) Fair Value Valuation Technique Significant Unobservable Inputs Range Weighted Average Impact to Valuation from an Increase in Input

TRA liability $ 111,325 Discounted cash flow Discount rate 10 % - 10 % 10 % Decrease

4 unchanged sentences

Fair Value of Other Financial Instruments

As of March 31, 2022, the fair value of the Company’s debt obligations was approximately $ 1.3 billion compared to a carrying value of $ 1.4 billion, and such fair value measurements are categorized as Level I within the fair value hierarchy.

Management estimates that the carrying value of the Company’s other investments, which are not carried at fair value, approximated their fair values as of March 31, 2022, and such fair value measurements are categorized as Level III within the fair value hierarchy.

As of December 31, 2021, management estimates that the carrying value of the Company’s other investments and debt obligations, which are not carried at fair value, approximated their fair values, and such fair value measurements are categorized as Level I within the fair value hierarchy.

As of June 30, 2022, the fair value of the Company’s debt obligations was approximately $ 1.1 billion compared to a carrying value of $ 1.4 billion, and such fair value measurements are categorized as Level I within the fair value hierarchy.

Management estimates that the carrying value of the Company’s other investments, which are not carried at fair value, approximated their fair values as of June 30, 2022, and such fair value measurements are categorized as Level III within the fair value hierarchy.

As of December 31, 2021, management estimates that the carrying value of the Company’s other investments and debt obligations, which are not carried at fair value, approximated their fair values, and such fair value measurements for the other investments are categorized as Level III and its debt obligations are categorized as Level I within the fair value hierarchy.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements (Unaudited)

The Registrant is a domestic corporation for U.S.

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federal income tax purposes and taxable entities for certain state and local taxes, such as New York City and Connecticut UBT.

The Company had an effective tax rate of 18.0 % and 0.5 % for the three months ended March 31, 2022 and 2021, respectively.

The three months ended March 31, 2022 effective tax rates differed from the statutory rate primarily due to the portion of income allocated to noncontrolling interests, nondeductible compensation and state and local taxes.

The Company had an effective tax rate of - 163.9 % and - 1.9 % for the three and six months ended June 30, 2022, respectively, and 1.8 % and 1.8 % for the three and six months ended June 30, 2021, respectively.

The effective tax rates differed from the statutory rate primarily due to the portion of income allocated to noncontrolling interests, nondeductible compensation and state and local taxes.

Prior to the Business Combination, the Company was not generally subject to U.S.

federal and state and local corporate-level income taxes.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements (Unaudited)

The Company regularly evaluates the realizability of its deferred tax asset and may recognize or adjust any valuation allowance when it is more-likely-than-not that all or a portion of the deferred tax asset may not be realized.

As of March 31, 2022, the Company has not recorded any valuation allowances.

As of and prior to March 31, 2022, the Company has not recognized any liability for uncertain tax positions.

As of June 30, 2022, the Company has not recorded any valuation allowances.

As of and prior to June 30, 2022, the Company has not recognized any liability for uncertain tax positions.

The Company files its tax returns as prescribed by the tax laws of the jurisdictions in which it operates.

In the normal course of business, the tax years that remain open under the statute of limitations will be subject to examinations by the appropriate tax authorities.

In the normal course of business, the tax years that remain open under the statute of limitations may be subject to examinations by the appropriate tax authorities.

The Company is generally no longer subject to state or local examinations by tax authorities for tax years prior to 2017.

In connection with and subsequent to the Business Combination, the Company recorded to additional paid-in capital various adjustments to deferred tax assets and liabilities, as well as related impacts to the TRA liability, related to capital transactions.

These adjustments primarily resulted from differences between the Company’s GAAP and tax basis in its investment in the Blue Owl Operating Partnerships, as well as portions related to the TRA liability that will eventually lead to additional tax basis in the Blue Owl Operating Partnerships upon future TRA payments.

These adjustments primarily resulted from differences between the Company’s GAAP and tax basis in its investment in the Blue Owl Operating Partnerships, as well as portions related to the TRA liability that may eventually lead to additional tax basis in the Blue Owl Operating Partnerships upon future TRA payments.

The deferred tax assets will be recovered as the basis is amortized.

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In each case, if payments are accelerated, such payments will be based on certain assumptions, including that the Company will have sufficient taxable income to fully utilize the deductions arising from the increased tax deductions.

The estimate of the timing and the amount of future payments under the TRA involves several assumptions that do not account for the significant uncertainties associated with these potential payments, including an assumption that the Company will have sufficient taxable income in the relevant tax years to utilize the tax benefits that would give rise to an obligation to make payments.

Blue Owl Capital Inc.

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Notes to Consolidated and Combined Financial Statements (Unaudited)

The table below presents management’s estimate as of March 31, 2022, of the maximum amounts that would be payable under the TRA assuming that the Company will have sufficient taxable income each year to fully realize the expected tax savings.

The table below presents management’s estimate as of June 30, 2022, of the maximum amounts that would be payable under the TRA assuming that the Company will have sufficient taxable income each year to fully realize the expected tax savings.

In light of the numerous factors affecting the Company’s obligation to make such payments, the timing and amounts of any such actual payments may differ materially from those presented in the table.

(dollars in thousands) Potential Payments Under the Tax Receivable Agreement

April 1, 2022 to December 31, 2022 $ —

July 1, 2022 to December 31, 2022 $ —

Thereafter 640,554

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Unfunded Product Commitments

As of March 31, 2022, the Company had unfunded investment commitments to its products of $ 41.6 million, which is exclusive of commitments that employees and other related parties have directly to the Company’s products.

As of June 30, 2022, the Company had unfunded investment commitments to its products of $ 13.1 million, which is exclusive of commitments that employees and other related parties have directly to the Company’s products, and which the Company expects to fund over the next several years.

Indemnification and Guarantee Arrangements

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The terms of the indemnities and guarantees vary from contract to contract and the Company’s maximum exposure under these arrangements cannot be determined or the risk of material loss is remote, and therefore no amounts have been recorded in the consolidated statements of financial condition.

As of March 31, 2022, the Company has not had prior claims or losses pursuant to these arrangements.

As of June 30, 2022, the Company has not had prior claims or losses pursuant to these arrangements.

From time to time, the Company is involved in legal actions in the ordinary course of business.

Although there can be no assurance of the outcome of such legal actions, in the opinion of management, the Company does not have a potential liability related to any current legal proceeding or claim that would individually or in the aggregate materially affect its results of operations, financial condition or cash flows.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements (Unaudited)

RELATED PARTY TRANSACTIONS

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These amounts are included within due from related parties in the Company’s consolidated and combined statements of financial condition.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements (Unaudited)

(dollars in thousands) March 31, 2022 December 31, 2021

(dollars in thousands) June 30, 2022 December 31, 2021

Management fees $ 209,944 $ 168,057

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Administrative fees represent allocable compensation and other expenses incurred by the Company, pursuant to administrative and other agreements, that are reimbursed by products it manages.

These administrative fees are included within administrative, transaction and other fees on the consolidated and combined statements of operations and totaled $ 9.1 million and $ 3.4 million during the three months ended March 31, 2022 and 2021, respectively.

These administrative fees are included within administrative, transaction and other fees on the consolidated and combined statements of operations and totaled $ 14.2 million and $ 23.3 million during the three and six months ended June 30, 2022, respectively, and $ 6.8 million and $ 10.3 million for the three and six months ended June 30, 2021, respectively.

Dealer Manager Revenues

Dealer manager revenues represent commissions earned from certain of the Company’s products for distribution services provided.

These dealer manager revenues are included within administrative, transaction and other fees on the consolidated and combined statements of operations and totaled $ 5.9 million and $ 1.1 million during the three months ended March 31, 2022 and 2021, respectively.

These dealer manager revenues are included within administrative, transaction and other fees on the consolidated and combined statements of operations and totaled $ 6.6 million and $ 12.5 million during the three and six months ended June 30, 2022, respectively, and $ 0.9 million and $ 2.0 million for the three and six months ended June 30, 2021, respectively.

Expense Support and Caps Arrangements

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In certain cases, the Company is able to recover these expenses once certain profitability, cash flow or fundraising thresholds are met.

The Company recorded net expenses related to these arrangements of $ 7.0 million and $ 2.3 million for the three months ended March 31, 2022 and 2021, respectively.

The Company recorded net expenses related to these arrangements of $ 5.7 million and $ 12.7 million for the three and six months ended June 30, 2022, respectively, and $ 0.8 million and $ 3.0 million for the three and six months ended June 30, 2021, respectively.

These net expenses are included in general, administrative and other expenses within the consolidated and combined statements of operations.

Aircraft and Other Services

Aircraft Reimbursements

In the normal course of business, the Company reimburses certain related parties for business use of their aircraft based on current market rates.

Personal use of the aircraft is not charged to the Company.

The Company recorded expenses for these aircraft reimbursements of $ 0.3 million and $ 0 for the three months ended March 31, 2022 and 2021, respectively.

The Company recorded expenses for these aircraft reimbursements of $ 0.8 million and $ 1.1 million for the three and six months ended June 30, 2022, respectively, and $ 0.2 million for the three and six months ended June 30, 2021.

Blue Owl Capital Inc.

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EARNINGS (LOSS) PER SHARE

The table below presents the Company’s treatment for basic and diluted earnings (loss) per share for instruments outstanding at the Registrant and the Blue Owl Operating Group.

The table below presents the Company’s treatment for basic and diluted earnings (loss) per share for instruments outstanding of the Registrant and the Blue Owl Operating Group.

Potentially dilutive instruments are only considered in the calculation to the extent they would be dilutive.

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Included Included

Class B Shares N/A - None outstanding N/A - None outstanding

Class C Shares and Class D Shares Excluded

Non-economic voting shares of the Registrant Excluded

Non-economic voting shares of the Registrant

Class B Shares None outstanding None outstanding

Class C Shares and Class D Shares Non-economic voting shares of the Registrant Non-economic voting shares of the Registrant

Vested RSUs (1)

Contingently issuable shares Included

Contingently issuable shares

Unvested RSUs Excluded Included

Treasury stock method

Warrants Excluded Included

Treasury stock method (2)

Potentially Dilutive Instruments of the Blue Owl Operating Group:

Vested Common and Incentive Units Excluded Included

Contingently issuable shares Contingently issuable shares

Unvested RSUs Excluded Treasury stock method

Excluded Treasury stock method

Compensation-classified Wellfleet Earnout Shares Excluded Treasury stock method

Contingent consideration-classified Wellfleet Earnout Shares (3)

Contingently issuable shares Contingently issuable shares

If-converted method

Unvested Incentive Units Excluded Included

The Company first applies the treasury stock method to determine the number of units that would have been issued, then applies the if-converted method to the resulting number of units (3)

Potentially Dilutive Instruments of the Blue Owl Operating Group:

Vested Common Units and Incentive Units (4)

Excluded If-converted method

Unvested Incentive Units (4)

Excluded The Company first applies the treasury stock method to determine the number of units that would have been issued, then applies the if-converted method to the resulting number of units

Oak Street Earnout Units (5)

Excluded Excluded

Performance condition not satisfied as of period-end

(1) Included in the weighted-average Class A Shares outstanding for the three months ended March 31, 2022, were 10,928,095 RSUs that have vested but have not been settled in Class A Shares.

Excluded Contingently issuable shares

If-converted method

Earnout Securities (6)

Contingently issuable shares Contingently issuable shares

If-converted method

(1) Included in the weighted-average Class A Shares outstanding are RSUs that have vested but have not been settled in Class A Shares.

These RSUs do not participate in dividends until settled in Class A Shares.

These vested RSUs totaled 10,841,191 and 10,884,403 for the three and six months ended June 30, 2022, respectively, and 9,050,000 for the period from May 19, 2021 to June 30, 2021.

(2) The treasury stock method for warrants carried at fair value includes adjusting the numerator for changes in fair value impacting net income (loss) for the period.

(3) The if-converted method includes adding back to the numerator any related income or loss allocations to noncontrolling interest, as well as any incremental tax expense had the instruments converted into Class A Shares as of the beginning of the period.

In the case of Earnout Securities carried at fair value, the numerator is also adjusted for changes in fair value impacting net income (loss) for the period.

(4) As of March 31, 2022, the Oak Street Triggering Events with respect to the Oak Street Earnout Units had not been met, and therefore such units have not been included in the calculation of diluted earnings (loss) per share.

Three Months Ended March 31, 2022 Net Loss Attributable to Class A Shareholders Weighted-Average Class A Shares Outstanding Loss Per Class A Share Weighted-Average Number of Antidilutive Instruments

(3) As of June 30, 2022, the Wellfleet Triggering Events with respect to the Wellfleet Earnout Shares had not occurred, and therefore such shares have not been included in the calculation of basic earnings (loss) per share for the three and six months ended June 30, 2022.

However, had the end of the reporting period also been the end of the contingency period for the Wellfleet Earnout Shares, the Wellfleet Triggering Events would have occurred, and therefore the Wellfleet Earnout Shares have been included in the calculation of diluted earnings (loss) per share for the three and six months ended June 30, 2022, as if such shares were outstanding from the date of the Wellfleet Acquisition.

(4) The if-converted method for these instruments includes adding back to the numerator any related income or loss allocations to noncontrolling interest, as well as any incremental tax expense had the instruments converted into Class A Shares as of the beginning of the period.

For Earnout Securities carried at fair value, the numerator is also adjusted for changes in fair value impacting net income (loss) for the period.

(5) As of June 30, 2022, the Oak Street Triggering Events with respect to the Oak Street Earnout Units had not occurred nor are these units issuable by the Registrant (they would be issued as Common Units of the Blue Owl Operating Group), and therefore such units have not been included in the calculation of basic earnings (loss) per share for the three and six months ended June 30, 2022.

Additionally, had the end of the reporting period also been the end of the contingency period for the Oak Street Earnout Units, the Oak Street Triggering Events would not yet have occurred, and therefore the Oak Street Earnout Units have not been included in the calculation of diluted earnings (loss) per share for the three and six months ended June 30, 2022.

(6) As of June 30, 2021, the Class E Triggering Events with respect to the Series E-1 and Series E-2 Earnout Securities had not occurred, and therefore such securities have not been included in the calculation of basic earnings (loss) per share for the period from May 19, 2021 to June 30, 2021.

Additionally, had the end of the reporting period also been the end of the contingency period for the Earnout Securities, the Class E Triggering Events would not yet have occurred, and therefore the Earnout Securities have not been included in the calculation of diluted earnings (loss) per share for the period from May 19, 2021 to June 30, 2021.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements (Unaudited)

Three Months Ended June 30, 2022 Net Loss Attributable to Class A Shareholders Weighted-Average Class A Shares Outstanding Loss Per Class A Share Weighted-Average Number of Antidilutive Instruments

(dollars in thousands, except per share amounts)

Basic $ ( 1,126 ) 422,631,967 $ 0.00

Effect of dilutive instruments:

Effect of dilutive securities:

Unvested RSUs — — 10,771,348

Warrants — — 14,159,048

Compensation-classified Wellfleet Earnout Shares — — 862,275

Contingent consideration-classified Wellfleet Earnout Shares — — 78,393

Vested Common Units ( 5,304 ) 985,211,536 —

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Diluted $ ( 6,430 ) 1,407,843,503 $ 0.00

Six Months Ended June 30, 2022 Net Loss Attributable to Class A Shareholders Weighted-Average Class A Shares Outstanding Loss Per Class A Share Weighted-Average Number of Antidilutive Instruments

(dollars in thousands, except per share amounts)

Basic $ ( 12,941 ) 419,896,221 $ ( 0.03 )

Effect of dilutive securities:

Unvested RSUs — — 10,760,867

Warrants — — 14,159,109

Compensation-classified Wellfleet Earnout Shares — — 433,519

Contingent consideration-classified Wellfleet Earnout Shares — — 39,413

Vested Common Units — — 988,739,805

Vested Incentive Units — — 529,222

Unvested Incentive Units — — 24,646,105

Oak Street Earnout Units — — 26,074,330

Diluted $ ( 12,941 ) 419,896,221 $ ( 0.03 )

For periods prior to the Business Combination, earnings per share results in values that would not be meaningful to the users of the consolidated and combined financial statements, as the Company’s capital structure completely changed as a result of the Business Combination.

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Notes to Consolidated and Combined Financial Statements (Unaudited)

For the Period from May 19, 2021 to June 30, 2021 Net Loss Attributable to Class A Shareholders Weighted-Average Class A Shares Outstanding Loss Per Class A Share Number of Units Excluded from Diluted Calculation

(dollars in thousands, except per share amounts)

Basic $ ( 397,189 ) 329,055,258 $ ( 1.21 )

Effect of dilutive securities:

Common Units ( 1,143,082 ) 923,037,080 —

Warrants — — 14,159,381

Earnout Securities — — 99,999,924

Diluted $ ( 1,540,271 ) 1,252,092,338 $ ( 1.23 )

SUBSEQUENT EVENTS

On May 5, 2022, the Company announced a cash dividend of $ 0.10 per Class A Share.

The dividend is payable on May 27, 2022, to holders of record as of the close of business on May 20, 2022.

Wellfleet Acquisition

On April 1, 2022, the Company closed its acquisition of Wellfleet Credit Partners LLC (“Wellfleet”) from affiliates of Littlejohn & Co., LLC.

The purchase price consisted of $ 108.0 million cash consideration on closing and earnout payments of up to an additional $ 15.0 million of cash and 940,668 Class A Shares payable in equal installments on each of the first three anniversaries from the closing date.

The Company is in the process of completing its accounting for the transaction.

Public Warrants Redemption

On July 18, 2022, the Company announced that it will redeem all of the outstanding Public Warrants on August 18, 2022 (the “Redemption Date”).

Holders may exercise Public Warrants and receive Class A Shares in exchange for payment in cash for the warrant exercise price.

Alternatively, a holder may surrender Public Warrants for 0.239 Class A Shares for each Public Warrant.

Any Public Warrants outstanding on the Redemption Date will be redeemed in cash at a price of $ 0.10 per Public Warrant.

The Private Placement Warrants are not redeemable at the Company’s option and will continue to remain outstanding following the Redemption Date.

On August 4, 2022, the Company announced a cash dividend of $ 0.11 per Class A Share.

The dividend is payable on August 29, 2022, to holders of record as of the close of business on August 22, 2022.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information