What changed in this filing

/stocks — the workspaceLOADING

Item 5. Other Information

2023-08-08 compared with 2023-05-04 · 312 added, 151 removed, 688 unchanged (40% of the section changed)

Other Information.

Rule 10b5-1 Trading Plans

During the fiscal quarter ended June 30, 2023, none of our directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

Amended and Restated Investor Rights Agreement

In connection with the Company’s refinement of the roles and responsibilities within the Company’s product lines, on August 7, 2023 the Company entered into an Amended and Restated Investor Rights Agreement, dated August 7, 2023 (the “A&R IRA”), by and among the Company, the ORC Sellers (as defined therein), the Dyal Sellers (as defined therein), and the other parties from time to time party thereto.

Among other things, the A&R IRA (i) amends the authority of the Executive Committee (as defined therein), (ii) makes conforming changes consistent with, or gives effect to, the A&R Rees Employment Agreement (as defined below), and (iii) provides certain information and other approval rights to the Principals and Key Individuals (each, as defined therein).

The foregoing description of the A&R IRA does not purport to be complete and is qualified in its entirety by reference to the full text of the A&R IRA included as Exhibit 10.2 to this report and incorporated herein by reference.

Amended and Restated Employment Agreement and Restrictive Covenant Agreement

On August 7, 2023, the Company entered into an amended and restated employment and restrictive covenant agreement with Michael Rees, the Company’s Co-President and Co-Founder (the “A&R Rees Employment Agreement”).

In connection with Mr.

Rees’s services as Founder and Head of GP Strategic Capital Business (as defined therein) and Co-President and Co-

Founder of the Company, the A&R Rees Employment Agreement, among other things, clarifies that Mr.

Rees will be responsible for the GP Strategic Capital Business (as defined therein) (including with regards to its investment, strategic and portfolio management, day-to-day operations, and hiring and compensation of employees within the GP Strategic Capital Business).

The A&R Rees Employment Agreement also amends the terms of Mr.

Rees’s Additional Compensation (as defined below).

Commencing with the current 2023 calendar year, in addition to Mr.

Rees’s base salary, Mr.

Rees will be entitled to additional compensation in an amount equal to the Applicable Portion (as defined below) over his base salary (the “Additional Compensation”), which will be paid in Quarterly Payments (as defined therein).

Rees has elected to receive his Additional Compensation in the form of equity for the current calendar year through December 31, 2025.

For each calendar year thereafter, Mr.

Rees will receive his Additional Compensation in cash, unless the Company offers payment in the form of equity, subject to the approvals under the A&R IRA, and Mr.

Rees elects accordingly.

The Quarterly Payment for the third and fourth fiscal quarters of the 2023 calendar year will be $8,500,000 per quarter.

The Applicable Portion amounts to 30% of the GP Strategic Capital Aggregate Compensation Amount (as defined therein) (subject to adjustments), which estimate will be determined in the fourth quarter of each calendar year.

In the event that, following such determination, Mr.

Rees’s Quarterly Payments are lower than the maximum amount of the Applicable Portion so estimated in respect of a calendar year, Mr.

Rees may determine to increase his Quarterly Payment in the fourth quarter up to the maximum amount of the Additional Portion that he may receive in accordance with the terms of the A&R Rees Employment Agreement.

Rees does not make such a determination, he will receive the lesser amount and any remaining excess amount in respect of the maximum Applicable Portion that Mr.

Rees does not elect to be paid will be forfeited for that calendar year.

In the event that the aggregate amount of his base salary and the Quarterly Payments exceeds the maximum Applicable Portion for such calendar year, such payments will be subject to certain reimbursement provisions as set forth in the A&R Rees Employment Agreement.

In the event that the GP Strategic Capital Aggregate Compensation Amount is greater than the estimated amount for a calendar year, Mr.

Rees will receive an amount equal to 30% of such excess or up to the maximum Applicable Portion for such calendar year.

Under the A&R Rees Employment Agreement, upon Mr.

Rees’s termination of employment for any reason, other than a Disqualifying Termination (as defined therein), subject to certain limitations, Mr.

Rees will be paid for each year during the Restricted Period (as defined therein), an amount equal to 30% of the GP Strategic Capital Aggregate Compensation Amount, as well as the Accrued Amounts (as defined therein).

The foregoing description of the A&R Rees Employment Agreement and its terms does not purport to be complete and is qualified in its entirety by the terms and conditions of the A&R Employment Agreement, a copy of which is attached hereto as Exhibit 10.3, and incorporated by reference herein.

Principals Agreement

On August 7, 2023, the Company entered into an agreement (the “Principals Agreement”) with Blue Owl Capital Holdings, LLC (“Blue Owl Capital Holdings”) and each of Douglas Ostrover, Marc Lipschultz, Craig Packer, Alan Kirshenbaum, Marc Zahr, Michael Rees, Sean Ward, and Andrew Laurino (the “Principals”, and together with the Company and Blue Owl Capital Holdings, the “Parties”).

Pursuant to the terms of the Principals Agreement, (i) subject to certain sunset provisions and the terms of the A&R IRA, the Principals will not take any action in opposition to any stockholder proposal that is approved and recommended by the board of directors of the Company in accordance with the A&R IRA and (ii) the Parties are subject to certain mutual non-disparagement and release provisions, as well as provisions regarding administrative leave.

The Principals Agreement also sets forth certain mutual releases among the Parties.

Employment and Restrictive Covenant Agreements

The Company previously entered into employment and restrictive covenant agreements, each dated as of December 23, 2020, with each of Douglas Ostrover, the Company’s chief co-executive officer (as amended, the “Ostrover Employment Agreement”) and Marc Lipschultz, the Company’s co-chief executive officer (as amended, the “Lipschultz Employment Agreement”, and together with the Ostrover Employment Agreement and the A&R Rees Employment Agreement, the “Executive Employment Agreements”).

Blue Owl Capital Holdings also previously entered into an amended and restated employment and restrictive covenant agreement, dated as of December 29, 2021 with Marc Zahr, the Company’s co-president

(as amended, the “Zahr Employment Agreement”, and together with the Executive Employment Agreements, the “Employment Agreements”).

Pursuant to the terms of the Principals Agreement, the Company and Messrs.

Ostrover, Lipschultz, Rees and Zahr have agreed to expand Company’s rights to cease, forfeit and recover the Continued Compensation (as defined in the Employment Agreements), in the event that the applicable executive breaches or takes an action prohibited by Section 1 of Exhibit A of such executive’s Employment Agreement during the Restricted Period (as defined in each Executive Employment Agreement) or Non-Compete Restricted Period or the Restricted Period (each as defined in the Zahr Employment Agreement), as applicable and such breach or prohibited action is not cured within twenty days following written notice by the Company.

Except as specifically modified or amended by the terms of the Principals Agreement, the Employment Agreements and all provisions contained therein remain in full force and effect.

The foregoing description of the Principals Agreement and its terms does not purport to be complete and is qualified in its entirety by the terms and conditions of the Principals Agreement, a copy of which is attached hereto as Exhibit 10.4, and incorporated by reference herein.

See Exhibit Index on the following page.

6 unchanged sentences

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

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)

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

Indenture, dated as of June 10, 2021, by and among Blue Owl Finance LLC, the guarantors named therein and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.1 of Blue Owl Capital Inc.

Current Report on Form 8-K filed on June 10, 2021)

Fourth Supplemental Indenture dated as of May 26, 2023 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 LLC, Owl Rock Capital GP Holdings LP and Dyal GP Holdings LLC, as guarantors, Blue Owl Capital Inc.

Form of 7.397% Senior Note due 2028 (included in Exhibit 4.2 hereto)

First Amendment to the Amended and Restated Credit Agreement, dated as of June 29, 2023, 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 29, 2023)

Amended and Restated Investor Rights Agreement, dated as of August 7, 2023, by and among Blue Owl Capital Inc., the ORC Sellers (as defined therein) party thereto, the Dyal Sellers (as defined therein) party thereto, and the other parties from time to time party thereto

Amended and Restated Employment and Restrictive Covenant Agreement, dated as of August 7, 2023, by and between Blue Owl Capital Inc.

and Michael D.

Principals Agreement, dated as of August 7, 2023, by and among Blue Owl Capital Inc.

and each of Douglas Ostrover, Marc Lipschultz, Craig Packer, Alan Kirshenbaum, Marc Zahr, Michael Rees, Sean Ward, and Andrew Laurino

Certification of the Co-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

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

Certification of the Chief Executive Officer, pursuant to 18 U.S.C.

Certification of the Co-Chief Executive Officer, pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Certification of the Co-Chief Executive Officer, pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Certification of the Chief Financial Officer, pursuant to 18 U.S.C.

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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, 2023 and December 31, 2022, (ii) the Consolidated and Combined Statements of Operations for the three months ended March 31, 2023 and 2022, (iii) the Consolidated and Combined Statements of Changes in Stockholders’ Equity (Deficit) for the three months ended March 31, 2023 and 2022, (iv) the Consolidated and Combined Statements of Cash Flows for the three months ended March 31, 2023 and 2022, and (v) the Notes to the Consolidated and Combined Financial Statements

(i) the Consolidated and Combined Statements of Financial Condition as of June 30, 2023 and December 31, 2022, (ii) the Consolidated and Combined Statements of Operations for the three and six months ended June 30, 2023 and 2022, (iii) the Consolidated and Combined Statements of Changes in Stockholders’ Equity for the three and six months ended June 30, 2023 and 2022, (iv) the Consolidated and Combined Statements of Cash Flows for the six months ended June 30, 2023 and 2022, 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)

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This certification is not deemed filed by the SEC and is not to be incorporated by reference in any filing we make under the Securities Act of 1933 or the Securities Exchange Act of 1934, irrespective of any general incorporation language in any filings

† The Company has redacted provisions or terms of this exhibit pursuant to Item 601(b)(10)(iv) of Regulation S-K.

The Company agrees to furnish an unredacted copy of the exhibit to the SEC upon its request.

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 7, 2023

Blue Owl Capital Inc.

3 unchanged sentences

INDEX TO FINANCIAL STATEMENTS

Consolidated and Combined Statements of Financial Condition as of March 31, 2023 and December 31, 2022

Consolidated and Combined Statements of Operations for the three months ended March 31, 2023 and 2022

Consolidated and Combined Statements of Changes in Stockholders’ Equity (Deficit) for the three months ended March 31, 2023 and 2022

Consolidated and Combined Statements of Cash Flows for the three months ended March 31, 2023 and 2022

Consolidated and Combined Statements of Financial Condition as of June 30, 2023 and December 31, 2022

Consolidated and Combined Statements of Operations for the three and six months ended June 30, 2023 and 2022

Consolidated and Combined Statements of Changes in Stockholders’ Equity for the three and six months ended June 30, 2023 and 2022

Consolidated and Combined Statements of Cash Flows for the six months ended June 30, 2023 and 2022

Notes to Consolidated and Combined Financial Statements F- 7

Blue Owl Capital Inc.

Consolidated and Combined Statements of Financial Condition

Consolidated and Combined Statements of Financial Condition (Unaudited)

(Dollars in Thousands, Except Per Share Data)

35 unchanged sentences

Blue Owl Capital Inc.

Consolidated and Combined Statements of Operations

Consolidated and Combined Statements of Operations (Unaudited)

(Dollars in Thousands, Except Per Share Data)

Three Months Ended March 31,

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

2023 2022 2023 2022

Management fees, net (includes Part I Fees of $ 91,938 , $ 46,346 , $ 177,802 and $ 93,085 respectively)

7 unchanged sentences

Total Expenses 375,680 337,392 700,323 636,104

Net gains on investments 612 5

Other Income (Loss)

Net gains (losses) on investments 3,030 ( 123 ) 3,642 ( 118 )

Interest expense, net ( 13,568 ) ( 15,051 ) ( 27,141 ) ( 27,885 )

2 unchanged sentences

Change in earnout liability ( 1,844 ) ( 208 ) ( 2,838 ) ( 704 )

Total Other Loss ( 17,869 ) ( 5,219 )

Total Other Income (Loss) ( 1,816 ) 6,711 ( 19,685 ) 1,492

Income (Loss) Before Income Taxes 39,441 ( 3,435 ) 87,915 ( 31,389 )

Income tax expense (benefit) 6,440 ( 5,038 )

Income tax expense 5,402 5,631 11,842 593

Consolidated and Combined Net Income (Loss) 34,039 ( 9,066 ) 76,073 ( 31,982 )

12 unchanged sentences

Blue Owl Capital Inc.

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

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

(Dollars in Thousands, Except Per Share Data)

Three Months Ended March 31,

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

2023 2022 2023 2022

Class A Shares Par Value

5 unchanged sentences

Settlement of Oak Street Earnout Units — — 1 —

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

Ending Balance $ 63 $ 66 $ 63 $ 66

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Beginning balance $ 2,328,516 $ 2,166,232 $ 2,293,903 $ 2,160,934

Equity classified contingent consideration in connection with Wellfleet Acquisition ( 969 ) — ( 969 ) —

Deferred taxes on capital transactions 18,213 33,351 10,160 42,990

25 unchanged sentences

Blue Owl Capital Inc.

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

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

(Dollars in Thousands, Except Per Share Data)

Three Months Ended March 31,

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

2023 2022 2023 2022

Number of Class A Shares

15 unchanged sentences

Blue Owl Capital Inc.

Consolidated and Combined Statements of Cash Flows

Consolidated and Combined Statements of Cash Flows (Unaudited)

(Dollars in Thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Cash Flows from Operating Activities

24 unchanged sentences

Proceeds from investment sales and maturities 8,641 2,174

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

Net Cash Used in Investing Activities ( 56,896 ) ( 175,111 )

4 unchanged sentences

Payment of earnout liability up to acquisition-date fair value ( 79,134 ) —

Equity-classified RSUs settled in cash ( 3,186 ) —

Withholding taxes on vested RSUs ( 4,814 ) ( 1,307 )

4 unchanged sentences

Distributions to noncontrolling interests ( 267,158 ) ( 201,604 )

Net Cash (Used in) Provided by Financing Activities ( 116,815 ) 72,788

Net Cash Used in Financing Activities ( 328,956 ) ( 64,220 )

Net Increase (Decrease) in Cash and Cash Equivalents ( 26,758 ) 6,163

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Blue Owl Capital Inc.

Notes to Consolidated and Combined Financial Statements

Notes to Consolidated and Combined Financial Statements (Unaudited)

June 30, 2023

Blue Owl Capital Inc.

(the “Registrant”), a Delaware corporation, together with its consolidated subsidiaries (collectively, the “Company” or “Blue Owl”), is a global alternative asset manager.

Anchored by a strong permanent capital base, the Company deploys private capital across Direct Lending, GP Capital Solutions and Real Estate strategies on behalf of institutional and private wealth clients.

Anchored by a strong Permanent Capital base, the Company deploys private capital across Credit, GP Strategic Capital and Real Estate platforms on behalf of institutional and private wealth clients.

The Company’s primary sources of revenues are management fees, which are generally based on the amount of the Company’s fee-paying assets under management.

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The Registrant was initially incorporated in the Cayman Islands as Altimar Acquisition Corporation (“Altimar”), a special purpose acquisition company.

Pursuant to the Business Combination Agreement dated December 23, 2020, as amended, modified, supplemented or waived from time to time (the “Business Combination Agreement”), on May 19, 2021 (“Business Combination Date”), (i) Altimar was redomiciled as a Delaware corporation and changed its name to Blue Owl Capital Inc., (ii) Altimar merged with Owl Rock (as defined below) (the “Altimar Merger”) and (iii) the Company acquired Dyal Capital Partners (“Dyal Capital”), a former division of Neuberger Berman Group LLC (the “Dyal Acquisition”) (collectively with the Altimar Merger, the “Business Combination”).

Pursuant to the Business Combination Agreement dated December 23, 2020, as amended, modified, supplemented or waived from time to time (the “Business Combination Agreement”), on May 19, 2021 (“Business Combination Date”), (i) Altimar was redomiciled as a Delaware corporation and changed its name to Blue Owl Capital Inc., (ii) Altimar merged with the combined businesses of Owl Rock Capital Group LLC and Blue Owl Securities LLC (“Owl Rock”) (the “Altimar Merger”) and (iii) the Company acquired Dyal Capital Partners (“Dyal Capital”), a former division of Neuberger Berman Group LLC (the “Dyal Acquisition”) (collectively with the Altimar Merger, the “Business Combination”).

As further discussed in Note 2, for both the Altimar Merger and the Dyal Acquisition, Owl Rock was deemed to be the acquirer for accounting purposes.

Therefore, the predecessor to Blue Owl is “Owl Rock,” a combined carve-out of Owl Rock Capital Group LLC and Blue Owl Securities LLC (formerly, Owl Rock Capital Securities LLC) (“Securities”).

Therefore, the predecessor to Blue Owl is “Owl Rock,” a combined carve-out of Owl Rock Capital Group LLC and Blue Owl Securities LLC (“Securities”).

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”).

On December 29, 2021, the Company completed its acquisition of Blue Owl Real Estate Capital, LLC (f/k/a 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”).

On April 1, 2022, the Company completed its acquisition of Blue Owl Liquid Credit Partners (f/k/a 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”).

Blue Owl Capital Inc.

Notes to Consolidated and Combined Financial Statements

Notes to Consolidated and Combined Financial Statements (Unaudited)

June 30, 2023

Registrant’s Capital Structure

The following table presents the number of shares of the Registrant, RSUs and warrants that were outstanding as of March 31, 2023:

March 31, 2023

The following table presents the number of shares of the Registrant, RSUs and warrants that were outstanding as of June 30, 2023:

June 30, 2023

Class A Shares 454,557,594

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Class A Stockholders are entitled to dividends declared on the Class A Shares by the Registrant’s board of directors (the “Board”).

As of March 31, 2023, the Class A Shares and Class C Shares (collectively, the “Low-Vote Shares”) represent a combined 20 % of the total voting power of all shares.

As of June 30, 2023, the Class A Shares and Class C Shares (collectively, the “Low-Vote Shares”) represent a combined 20 % of the total voting power of all shares.

Prior to April 2022, the Low-Vote Shares represented 10 % of the total voting power of all shares.

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Class B Stockholders are entitled to dividends in the same amount per share as declared on Class A Shares.

As of March 31, 2023, the Class B Shares and Class D Shares (collectively, the “High-Vote Shares”) represent a combined 80 % of the total voting power of all shares.

As of June 30, 2023, the Class B Shares and Class D Shares (collectively, the “High-Vote Shares”) represent a combined 80 % of the total voting power of all shares.

Prior to April 2022, the High-Vote Shares represented 90 % of the total voting power of all shares.

No Class B Shares have been issued from inception through March 31, 2023.

No Class B Shares have been issued from inception through June 30, 2023.

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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Blue Owl Capital Inc.

Notes to Consolidated and Combined Financial Statements

Notes to Consolidated and Combined Financial Statements (Unaudited)

June 30, 2023

Blue Owl Operating Partnerships’ Capital Structure

The following table presents the interests outstanding of the Blue Owl Operating Group that were outstanding as of March 31, 2023, which interests are collectively referred to as “Blue Owl Operating Group Units”:

Units March 31, 2023

The following table presents the interests outstanding of the Blue Owl Operating Group that were outstanding as of June 30, 2023, which interests are collectively referred to as “Blue Owl Operating Group Units”:

Units June 30, 2023

GP Units 454,557,594

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The following table presents share repurchase activity and RSUs withheld to satisfy tax withholding obligations during each of the indicated periods:

Three Months Ended March 31,

Three Months Ended

June 30, Six Months Ended

2023 2022 2023 2022

Number of shares purchased pursuant to the Programs — — — 2,000,000

1 unchanged sentence

Blue Owl Capital Inc.

Notes to Consolidated and Combined Financial Statements

Notes to Consolidated and Combined Financial Statements (Unaudited)

June 30, 2023

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

9 unchanged sentences

Acquisitions-Related Earnouts

Units March 31, 2023

Oak Street Earnout Units 13,037,165

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 January 2023, the Oak Street Triggering Event occurred with respect to the First Oak Street Earnout.

The Second Oak Street Earnout (as defined in Note 3 to the financial statements in the Company’s Annual Report), including the delivery of 13,037,165 Common Units, is payable in January 2024.

See Note 3 to the financial statements in the Company’s Annual Report for additional information.

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 anniversary following the closing of the transaction for three years , contingent upon the continued employment of certain Wellfleet employees (“Wellfleet Triggering Events”).

In April 2023, the Wellfleet Triggering Event occurred with respect to the First Wellfleet Earnout.

In April 2023, the Company modified the Wellfleet Earnout Shares arrangement, such that the settlement of the Wellfleet Earnout Shares would be in cash at each payment date, including the settlement of the First Wellfleet Earnouts (as defined in Note 3 to the financial statements in the Company’s Annual Report) during the second quarter of 2023.

See Note 3 to the financial statements in the Company’s Annual Report for additional information.

4 unchanged sentences

Blue Owl Capital Inc.

Notes to Consolidated and Combined Financial Statements

Notes to Consolidated and Combined Financial Statements (Unaudited)

June 30, 2023

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

14 unchanged sentences

For details about Blue Owl’s significant accounting policies and accounting updates adopted in the prior year, see Note 2 to the financial statements in the Company’s Annual Report.

During the three months ended March 31, 2023, there were no material updates to Blue Owl’s significant accounting policies.

During the six months ended June 30, 2023, there were no material updates to Blue Owl’s significant accounting policies.

Use of Estimates

11 unchanged sentences

Blue Owl Capital Inc.

Notes to Consolidated and Combined Financial Statements

Notes to Consolidated and Combined Financial Statements (Unaudited)

June 30, 2023

INTANGIBLE ASSETS, NET

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

(dollars in thousands) March 31,

(dollars in thousands) June 30,

2023 December 31,

2022 Useful Life

(in years) Remaining Weighted-Average Amortization Period as of March 31, 2023

2022 Remaining Weighted-Average Amortization Period as of June 30, 2023

Intangible assets, gross:

10 unchanged sentences

Total Intangible Assets, Net $ 2,218,614 $ 2,405,422

(1) As a result of certain corporate actions taken during the first quarter of 2023, the estimated useful lives of acquired trademarks has been updated.

The remaining unamortized balances are being expensed through June 30, 2023.

The following table presents expected future amortization of finite-lived intangible assets as of March 31, 2023:

(1) 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 June 30, 2023:

(dollars in thousands)

Period Amortization

April 1, 2023 to December 31, 2023 $ 228,830

July 1, 2023 to December 31, 2023 $ 112,913

Thereafter 1,264,382

Total $ 2,218,614

Pro Forma Financial Information

Unaudited pro forma revenues and unaudited pro forma net income (loss) allocated to Class A Stockholders were $ 251.6 million and $( 12.0 ) million, respectively, for the three months ended March 31, 2022.

This proforma financial information was computed by combining the historical financial information of the Company, including 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 (loss) would have been had the businesses actually been combined as of the dates above.

Blue Owl Capital Inc.

Notes to Consolidated and Combined Financial Statements

DEBT OBLIGATIONS, NET

The following tables summarize outstanding debt obligations of the Company:

March 31, 2023

June 30, 2023

(dollars in thousands) Maturity

4 unchanged sentences

2032 Notes 2/15/2032 400,000 400,000 — 392,279

2051 Notes 10/7/2051 350,000 350,000 — 337,692

Revolving Credit Facility 6/29/2028 1,550,000 280,000 1,263,339 280,000

Total $ 3,059,800 $ 1,789,800 $ 1,263,339 $ 1,754,969

Blue Owl Capital Inc.

Notes to Consolidated and Combined Financial Statements (Unaudited)

June 30, 2023

December 31, 2022

7 unchanged sentences

Total $ 2,565,000 $ 1,660,000 $ 899,876 $ 1,624,771

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

For a description of terms for the instruments above as well as related financial covenants, see Note 4 to the financial statements in the Company’s Annual Report.

In May 2023, the Company, through its indirect subsidiary, Blue Owl Finance LLC, issued $ 59.8 million aggregate principal amount of 7.397 % Senior Notes due 2028 (the “2028 Notes”).

The 2028 Notes bear interest at a fixed rate of 7.397 % per annum and mature on May 26, 2028.

Interest on the 2028 Notes is payable semi-annually in arrears on May 26 and November 26 of each year.

The 2028 Notes are fully and unconditionally guaranteed, jointly and severally, by the Blue Owl Operating Partnerships and certain of their respective subsidiaries.

The guarantees are unsecured and unsubordinated obligations of the guarantors.

All or a portion of the 2028 Notes may be redeemed at the Company’s option in whole, at any time, or in part, from time to time, prior to their stated maturity, subject to a make-whole redemption price;

provided, however, that if the Company redeems any amounts on or after April 26, 2028, the redemption price for the 2028 Notes will be equal to 100 % of the principal amount of the amounts redeemed, in each case, plus any accrued and unpaid interest.

If a change of control repurchase event occurs, the 2028 Notes are subject to repurchase by the Company at a repurchase price in cash equal to 101 % of the aggregate principal amount repurchased plus any accrued and unpaid interest.

The 2028 Notes also provide for customary events of default and acceleration.

Revolving Credit Facility

On December 7, 2021, the Company entered into a revolving credit facility (the “Revolving Credit Facility”), which was amended in June 2023 to increase total borrowing capacity to $ 1.6 billion and extend the maturity date to June 29, 2028.

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

The borrowing rates for balances outstanding under the Revolving Credit Facility as of June 30, 2023 and December 31, 2022, were 8.10 % and 6.02 %, respectively.

Of the amount borrowed under the Revolving Credit Facility as of June 30, 2023, $ 225 million was repaid subsequent to quarter end.

For a description of terms of the other debt obligations presented in the tables above as well as related financial covenants, see Note 4 to the financial statements in the Company’s Annual Report.

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

1 unchanged sentence

however, certain of the Company’s other leases contain renewal and early termination options that the Company has determined are not reasonably certain of being exercised.

(dollars in thousands) Three Months Ended March 31,

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

Lease Cost 2023 2022 2023 2022

2 unchanged sentences

Net Lease Cost $ 9,221 $ 4,152 $ 17,454 $ 7,918

(dollars in thousands) Three Months Ended March 31,

Blue Owl Capital Inc.

Notes to Consolidated and Combined Financial Statements (Unaudited)

June 30, 2023

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

Supplemental Lease Cash Flow Information 2023 2022 2023 2022

3 unchanged sentences

Operating leases $ 41,856 $ 1,290 $ 77,789 $ 4,273

Blue Owl Capital Inc.

Notes to Consolidated and Combined Financial Statements

Lease Term and Discount Rate March 31, 2023 December 31, 2022

Lease Term and Discount Rate June 30, 2023 December 31, 2022

Weighted-average remaining lease term:

4 unchanged sentences

Future Maturity of Operating Lease Payments Operating Leases

April 1, 2023 to December 31, 2023 $ 9,846

July 1, 2023 to December 31, 2023 $ 8,427

Thereafter 326,850

3 unchanged sentences

Amounts presented in the table above are presented net of tenant improvement allowances and reflect the impacts of rent holiday periods.

The Company has future operating lease payments of approximately $ 85.4 million related to leases that have not commenced that were entered into as of March 31, 2023.

The Company has future operating lease payments of approximately $ 30.5 million related to leases that have not commenced that were entered into as of June 30, 2023.

Such lease payments are not included in the table above or the Company’s consolidated and combined statements of financial condition as operating lease assets and operating lease liabilities.

1 unchanged sentence

Blue Owl Capital Inc.

Notes to Consolidated and Combined Financial Statements

Notes to Consolidated and Combined Financial Statements (Unaudited)

June 30, 2023

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) 2023 2022 2023 2022

Direct Lending Products

Credit Strategies

Diversified lending $ 155,086 $ 108,909 $ 301,181 $ 214,361

2 unchanged sentences

Opportunistic lending 2,475 2,730 4,875 4,271

Liquid credit 6,136 6,295 13,654 6,295

Management Fees, Net 216,542 145,710 424,730 279,414

Administrative, transaction and other fees 32,833 35,653 52,924 60,875

Total GAAP Revenues - Direct Lending Products 228,279 158,926

GP Capital Solutions Products

GP minority equity investments 130,296 102,100

Total GAAP Revenues - Credit Strategies 249,375 181,363 477,654 340,289

GP Strategic Capital Strategies

GP minority stakes 130,424 124,434 260,720 226,534

GP debt financing 3,626 3,366 7,377 6,458

Professional sports minority investments 402 500

Professional sports minority stakes 565 513 967 1,013

Strategic Revenue-Share Purchase consideration amortization ( 9,770 ) ( 8,922 ) ( 19,539 ) ( 17,844 )

1 unchanged sentence

Administrative, transaction and other fees 9,200 7,268 17,605 10,391

Total GAAP Revenues - GP Capital Solutions Products 133,085 99,893

Real Estate Products

Total GAAP Revenues - GP Strategic Capital Strategies 134,045 126,659 267,130 226,552

Real Estate Strategies

Net lease 30,442 19,224 56,399 36,382

2 unchanged sentences

Realized performance income — — 506 —

Total GAAP Revenues - Real Estate Products 29,622 17,158

Total GAAP Revenues - Real Estate Strategies 33,517 19,224 63,139 36,382

Total GAAP Revenues $ 416,937 $ 327,246 $ 807,923 $ 603,223

Blue Owl Capital Inc.

Notes to Consolidated and Combined Financial Statements

Notes to Consolidated and Combined Financial Statements (Unaudited)

June 30, 2023

The table below presents the beginning and ending balances of the Company’s management fees, realized performance income and administrative, transaction and other fees receivable and unearned management fees.

3 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) 2023 2022

13 unchanged sentences

The consideration paid in 2021, 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 and combined 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) 2023 2022

3 unchanged sentences

Blue Owl Capital Inc.

Notes to Consolidated and Combined Financial Statements

Notes to Consolidated and Combined Financial Statements (Unaudited)

June 30, 2023

OTHER ASSETS, NET

(dollars in thousands) March 31,

(dollars in thousands) June 30,

2023 December 31,

12 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, as amended (“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 34,769,386 remain available as of March 31, 2023.

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 32,412,672 remain available as of June 30, 2023.

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.

The table below presents information regarding equity-based compensation expense.

Three Months Ended March 31,

Three Months Ended

June 30, Six Months Ended

(dollars in thousands) 2023 2022 2023 2022

10 unchanged sentences

Blue Owl Capital Inc.

Notes to Consolidated and Combined Financial Statements

Notes to Consolidated and Combined Financial Statements (Unaudited)

June 30, 2023

Wellfleet Earnout Shares Modification

In April 2023, the Company modified its purchase agreement with the Wellfleet sellers, such that Wellfleet Earnout Shares will be delivered in cash in lieu of Wellfleet Earnout Shares.

As a result of the modification, the Second and Third Wellfleet Earnout Shares were changed from equity-classified to liability-classified on the modification date with the liability recorded at fair value at each reporting period, with the related expense subject to a floor equal to the original grant date fair value.

The First Wellfleet Earnout that vested in April 2023 and that was cash settled was treated as a cash settlement of an equity-classified arrangement.

INVESTMENTS AND FAIR VALUE DISCLOSURES

The following table presents the components of the Company’s investments:

(dollars in thousands) March 31,

(dollars in thousands) June 30,

2023 December 31,

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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.

Notes to Consolidated and Combined Financial Statements (Unaudited)

June 30, 2023

• 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.

Notes to Consolidated and Combined Financial Statements

The tables below summarizes the Company’s assets and liabilities measured at fair value on a recurring basis as of March 31, 2023 and December 31, 2022:

March 31, 2023

The tables below summarizes the Company’s assets and liabilities measured at fair value on a recurring basis as of June 30, 2023 and December 31, 2022:

June 30, 2023

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

13 unchanged sentences

CLOs — — 2,843 2,843

$ — $ 14,079 $ 2,843 $ 16,922

Total Assets, at Fair Value $ — $ 14,079 $ 2,843 $ 16,922

Liabilities, at Fair Value

4 unchanged sentences

Blue Owl Capital Inc.

Notes to Consolidated and Combined Financial Statements

Notes to Consolidated and Combined Financial Statements (Unaudited)

June 30, 2023

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 months ended March 31, 2023 and 2022:

Three Months Ended March 31, 2023 Level III Assets

(dollars in thousands) Investment in CLOs

The following table sets forth a summary of changes in the fair value of the Level III measurements for the three and six months ended June 30, 2023 and 2022:

(dollars in thousands) Level III Assets

Investment in CLOs

Three Months Ended

June 30, Six Months Ended

2023 2022 2023 2022

Beginning balance $ 2,678 $ — $ 2,843 $ —

Net losses ( 165 )

Net gains (losses) ( 248 ) — ( 413 ) —

Ending Balance $ 2,430 $ — $ 2,430 $ —

Change in net unrealized losses on assets still recognized at the reporting date $ ( 165 )

Three Months Ended March 31, 2023 Level III Liabilities

Change in net unrealized gains (losses) on assets still recognized at the reporting date $ ( 248 ) $ — $ ( 413 ) $ —

Three Months Ended June 30, 2023 Level III Liabilities

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

1 unchanged sentence

Settlements — — ( 5,000 ) ( 5,000 )

Net losses 2,364 1,950 994 5,308

Net (gains) losses ( 10,121 ) ( 450 ) 1,938 ( 8,633 )

Ending Balance $ 112,830 $ 10,050 $ 88,752 $ 211,632

Change in net unrealized losses on liabilities still recognized at the reporting date $ 2,364 $ 1,950 $ 994 $ 5,308

Three Months Ended March 31, 2022 Level III Liabilities

Change in net unrealized (gains) losses on liabilities still recognized at the reporting date $ ( 10,121 ) $ ( 450 ) $ 1,935 $ ( 8,636 )

Six Months Ended June 30, 2023 Level III Liabilities

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

Beginning balance $ 120,587 $ 8,550 $ 172,070 $ 301,207

Settlements — — ( 86,250 ) ( 86,250 )

Net (gains) losses ( 7,757 ) 1,500 2,932 ( 3,325 )

Ending Balance $ 112,830 $ 10,050 $ 88,752 $ 211,632

Change in net unrealized (gains) losses on liabilities still recognized at the reporting date $ ( 7,757 ) $ 1,500 $ 2,808 $ ( 3,449 )

Blue Owl Capital Inc.

Notes to Consolidated and Combined Financial Statements (Unaudited)

June 30, 2023

Three Months Ended June 30, 2022 Level III Liabilities

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

Beginning balance $ 120,978 $ 18,800 $ 144,296 $ 284,074

Issuances — — 14,751 14,751

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

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

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

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 (gains) on liabilities still recognized at the reporting date $ 9,653 $ ( 6,950 ) $ 496 $ 3,199

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

Valuation Methodologies for Fair Value Measurements Categorized within Levels II and III

4 unchanged sentences

The remaining balance is generally redeemable on a monthly basis at the Company’s option.

Blue Owl Capital Inc.

Notes to Consolidated and Combined Financial Statements

The fair value of CLOs are determined based on inputs from independent pricing services.

8 unchanged sentences

The remaining TRA liability on the Company’s consolidated and combined statements of financial condition is not measured at fair value.

Blue Owl Capital Inc.

Notes to Consolidated and Combined Financial Statements (Unaudited)

June 30, 2023

Warrant Liability

6 unchanged sentences

Earnout Liability

As of March 31, 2023 and December 31, 2022, 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 Oak Street Acquisition and Wellfleet Acquisition, respectively.

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

The model incorporates management revenue forecast and makes the following adjustments:

As of June 30, 2023 and December 31, 2022, 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 Oak Street Acquisition and Wellfleet Acquisition, respectively.

The fair value of the Oak Street Cash Earnout was determined using a discounted cash flow model as of June 30, 2023 and a Monte Carlo simulation model as of December 31, 2022.

During the three months ended June 30, 2023, the quarterly management fee trigger event associated with the Second Oak Street Earnout was met, as a result, the Company changed the valuation technique to a discounted cash flow model, as historical revenue volatility is no longer relevant to the analysis and only the passage of time remains an input to the fair value.

The Monte Carlo simulation model incorporated management’s revenue forecast and made the following adjustments:

historical revenue volatility, risk free rate based on U.S.

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.

The fair value of the Wellfleet Earnouts, which are primarily comprised of future contingent cash payments, was determined using a discounted cash flow model.

Blue Owl Capital Inc.

Notes to Consolidated and Combined Financial Statements

Notes to Consolidated and Combined Financial Statements (Unaudited)

June 30, 2023

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, 2023:

The following table summarizes the quantitative inputs and assumptions used for the Company’s Level III measurements as of June 30, 2023:

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

3 unchanged sentences

Earnout liability:

Oak Street Earnouts 77,990 Monte Carlo Simulation Revenue Volatility 45 % - 45 % 45 % Increase

Discount Rate 16 % 16 % 16 % Decrease

Wellfleet Earnouts 13,824 Discounted cash flow Credit Valuation Adjustment 6 % - 6 % 6 % Decrease

Oak Street Earnouts 79,822 Discounted cash flow Discount Rate 16 % 16 % 16 % Decrease

Wellfleet Earnouts 8,930 Discounted cash flow Discount Rate 6 % - 6 % 6 % Decrease

Total Liabilities, at Fair Value $ 211,632

Blue Owl Capital Inc.

Notes to Consolidated and Combined Financial Statements

Notes to Consolidated and Combined Financial Statements (Unaudited)

June 30, 2023

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

9 unchanged sentences

Fair Value of Other Financial Instruments

As of March 31, 2023, the fair value of the Company’s debt obligations was approximately $ 1.4 billion compared to a carrying value of $ 1.8 billion, of which $ 1.1 billion of the fair value would have been categorized as Level II within the fair value hierarchy and the remainder as Level III.

Management estimates that the carrying value of the Company’s other financial instruments, which are not carried at fair value, approximated their fair values as of March 31, 2023, and such fair value measurements are categorized as Level III within the fair value hierarchy.

As of December 31, 2022, 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.

As of June 30, 2023, the fair value of the Company’s debt obligations was approximately $ 1.4 billion compared to a carrying value of $ 1.8 billion, of which $ 1.1 billion of the fair value would have been categorized as Level II within the fair value hierarchy and the remainder as Level III.

Management estimates that the carrying value of the Company’s other financial instruments, which are not carried at fair value, approximated their fair values as of June 30, 2023, and such fair value measurements are categorized as Level III within the fair value hierarchy.

As of December 31, 2022, the fair value of the Company’s debt obligations was approximately $ 1.3 billion compared to a carrying value of $ 1.6 billion, of which $ 1.1 billion of the fair value would have been categorized as Level II within the fair value hierarchy and the remainder as Level III.

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

The computation of the effective tax rate and provision at each interim period requires the use of certain estimates and significant judgment including, but not limited to, the expected operating income for the year, projections of the proportion of income that is subject to tax, permanent differences between the Company’s GAAP earnings and taxable income, and the likelihood of recovering deferred tax assets existing as of the balance sheet date.

2 unchanged sentences

Blue Owl Capital Inc.

Notes to Consolidated and Combined Financial Statements

Notes to Consolidated and Combined Financial Statements (Unaudited)

June 30, 2023

The Registrant is a domestic corporation for U.S.

6 unchanged sentences

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 13.3 % for the three months ended March 31, 2023, and 18.0 % for the three months ended March 31, 2022.

The Company had an effective tax rate of 13.7 % and 13.5 % for the three and six months ended June 30, 2023, respectively, and - 163.9 % and - 1.9 % for the three and six months ended June 30, 2022, 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.

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, 2023, the Company has not recorded any valuation allowances.

As of June 30, 2023, the Company has not recorded any valuation allowances.

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

12 unchanged sentences

Blue Owl Capital Inc.

Notes to Consolidated and Combined Financial Statements

The table below presents management’s estimate as of March 31, 2023, 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.

Notes to Consolidated and Combined Financial Statements (Unaudited)

June 30, 2023

The table below presents management’s estimate as of June 30, 2023, 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, 2023 to December 31, 2023 $ —

July 1, 2023 to December 31, 2023 $ —

Thereafter 743,738

3 unchanged sentences

Unfunded Product Commitments

As of March 31, 2023, the Company had unfunded investment commitments to its products of $ 11.8 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.

As of June 30, 2023, the Company had unfunded investment commitments to its products of $ 36.5 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.

In addition, the Company has unfunded commitments under a promissory note with one of its products, as further discussed in Note 12.

2 unchanged sentences

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, 2023, the Company has not had prior claims or losses pursuant to these arrangements.

As of June 30, 2023, 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.

5 unchanged sentences

Blue Owl Capital Inc.

Notes to Consolidated and Combined Financial Statements

(dollars in thousands) March 31, 2023 December 31, 2022

Notes to Consolidated and Combined Financial Statements (Unaudited)

June 30, 2023

(dollars in thousands) June 30, 2023 December 31, 2022

Management fees $ 220,678 $ 262,059

5 unchanged sentences

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 $ 13.8 million and $ 9.1 million during the three months ended March 31, 2023 and 2022, respectively.

These administrative fees are included within administrative, transaction and other fees on the consolidated and combined statements of operations and totaled $ 14.4 million and $ 28.2 million during the three and six months ended June 30, 2023, respectively, and $ 14.2 million and $ 23.3 million during the three and six months ended June 30, 2022, 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 $ 8.8 million and $ 5.9 million during the three months ended March 31, 2023 and 2022, respectively.

These dealer manager revenues are included within administrative, transaction and other fees on the consolidated and combined statements of operations and totaled $ 10.2 million and $ 19.0 million during the three and six months ended June 30, 2023, respectively, and $ 6.6 million and $ 12.5 million during the three and six months ended June 30, 2022, respectively.

Substantially all of these dealer manager revenues are subsequently paid out to third party broker-dealers, and such payments are recorded within general, administrative and other expenses on the consolidated and combined statements of operations.

3 unchanged sentences

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 (recoveries) related to these arrangements of $( 1.9 ) million and $ 7.0 million for the three months ended March 31, 2023 and 2022, respectively.

The Company recorded net expenses (recoveries) related to these arrangements of $( 3.1 ) million and $( 5.0 ) million for the three and six months ended June 30, 2023, respectively, and $ 5.7 million and $ 12.7 million for the three and six months ended June 30, 2022, respectively.

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

2 unchanged sentences

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

The Company recorded expenses for these aircraft reimbursements of $ 0.9 million and $ 0.3 million for the three months ended March 31, 2023, and 2022, respectively.

The Company recorded expenses for these aircraft reimbursements of $ 0.5 million and $ 1.4 million for the three and six months ended June 30, 2023, respectively, and $ 0.8 million and $ 1.1 million for the three and six months ended June 30, 2022, respectively.

Promissory Notes

1 unchanged sentence

The promissory note bears interest at a rate of SOFR plus 2.0 %, subject to change based on credit rating and leverage ratio.

As of March 31, 2023, $ 250.0 million was outstanding under the promissory note and the Company recorded $ 4.1 million of interest income for the three months ended March 31, 2023.

As of June 30, 2023, $ 250.0 million was outstanding under the promissory note and the Company recorded $ 4.4 million and $ 8.5 million of interest income for the three and six months ended June 30, 2023, respectively, and $ 0 for the three and six months ended June 30, 2022.

Interest is payable monthly in arrears and may be settled in cash or equity in the related product.

1 unchanged sentence

Blue Owl Capital Inc.

Notes to Consolidated and Combined Financial Statements

Notes to Consolidated and Combined Financial Statements (Unaudited)

June 30, 2023

On November 15, 2022, the Company entered into a one-year , interest-bearing revolving promissory note with a product it manages, allowing the product to borrow from the Company up to an aggregate of $ 15.0 million.

1 unchanged sentence

Any unpaid principal balance and unpaid accrued interest may be prepaid in full or part any time prior to the maturity date.

As of March 31, 2023, $ 4.5 million was outstanding under the promissory note and the Company recorded $ 0.1 million of interest income for the three months ended March 31, 2023.

As of June 30, 2023, $ 7.5 million was outstanding under the promissory note and the Company recorded $ 0.2 million and $ 0.3 million of interest income for the three and six months ended June 30, 2023, respectively, and $ 0 for the three and six months ended June 30, 2022.

EARNINGS (LOSS) PER SHARE

10 unchanged sentences

Excluded Treasury stock method

Compensation-classified Wellfleet Earnout Shares Excluded Treasury stock method

Compensation-classified Wellfleet Earnout Shares (3)

Excluded Excluded

Contingent consideration-classified Wellfleet Earnout Shares (3)

Contingently issuable shares Contingently issuable shares

Excluded Excluded

Potentially Dilutive Instruments of the Blue Owl Operating Group:

8 unchanged sentences

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

These vested RSUs totaled 10,736,476 for the three months ended March 31, 2023, and 10,928,095 for the three months ended March 31, 2022.

These vested RSUs totaled 10,645,848 and 10,690,912 for the three and six months ended June 30, 2023, and 10,841,191 and 10,884,403 for the three and six months ended June 30, 2022.

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

(3) As of March 31, 2023, 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 months ended March 31, 2023.

However, had March 31, 2023, 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 months ended March 31, 2023, as if such shares were outstanding from the date of the Wellfleet Acquisition.

(3) During the second quarter of 2023, the Company modified the Wellfleet Earnout Shares arrangement such that settlement of the Wellfleet Earnout Shares would be in cash at each payment date.

As a result of the modification, Wellfleet Earnout Shares are excluded from basic and diluted earnings (loss) per share for the three months ended June 30, 2023.

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 June 30, 2022, 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.

(5) As of March 31, 2023 and 2022, the Oak Street Triggering Events with respect to the Second Oak Street Earnout Units, and First and Second Oak Street Earnout Units, respectively, 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 months ended March 31, 2023 and 2022, respectively.

Additionally, had the end of each reporting period also been the end of the contingency period for the Second Oak Street Earnout Units, and First and Second Oak Street Earnout Units, respectively, the Oak Street Triggering Events would not yet have occurred, and therefore the Second Oak Street Earnout Units, and the First and Second Oak Street Earnout Units, respectively, have not been included in the calculation of diluted earnings (loss) per share for the three months ended March 31, 2023 and 2022, respectively.

Blue Owl Capital Inc.

Notes to Consolidated and Combined Financial Statements

Three Months Ended March 31, 2023 Net Income Attributable to Class A Shares Weighted-Average Class A Shares Outstanding Earnings Per Class A Share Weighted-Average Number of Antidilutive Instruments

Notes to Consolidated and Combined Financial Statements (Unaudited)

June 30, 2023

(5) As of June 30, 2023, the Oak Street Triggering Events with respect to the Second 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, 2023.

As of June 30, 2022, the Oak Street Triggering Events with respect the First and Second 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.

However, had June 30, 2023, also been the end of the contingency period for the Second Oak Street Earnout Units, the Oak Street Triggering Event would have occurred, and therefore the Second Oak Street Earnout Units have been included in the calculation of diluted earnings (loss) per share for the three and six months ended June 30, 2023.

Had June 30, 2022, also been been the end of the contingency period for the First and Second Oak Street Earnout Units, the Oak Street Triggering Events would not yet have occurred, and therefore the First and Second 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.

Three Months Ended June 30, 2023 Net Income Attributable to Class A Shares Weighted-Average Class A Shares Outstanding Earnings Per Class A Share Weighted-Average Number of Antidilutive Instruments

(dollars in thousands, except per share amounts)

3 unchanged sentences

Warrants — — 5,000,000

Vested Common Units 12,854 958,419,552 —

Vested Incentive Units — — 8,288,243

Unvested Incentive Units — — 24,913,535

Oak Street Earnout Units — 8,328,615 —

Diluted $ 25,713 1,430,966,523 $ 0.02

Six Months Ended June 30, 2023 Net Loss Attributable to Class A Shares Weighted-Average Class A Shares Outstanding Earnings Per Class A Share Weighted-Average Number of Antidilutive Instruments

(dollars in thousands, except per share amounts)

Basic $ 21,176 457,801,762 $ 0.05

Effect of dilutive securities:

Unvested RSUs — 4,993,091 —

Warrants — — 5,000,000

Vested Common Units 37,135 959,932,856 —

Vested Incentive Units — — 7,352,805

Unvested Incentive Units — — 24,964,715

Oak Street Earnout Units — 7,734,560 —

Diluted $ 58,311 1,430,462,269 $ 0.04

Blue Owl Capital Inc.

Notes to Consolidated and Combined Financial Statements (Unaudited)

June 30, 2023

Three Months Ended June 30, 2022 Net Loss Attributable to Class A Shares 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 securities:

Unvested RSUs — — 10,771,348

Warrants — — 14,159,048

Compensation-classified Wellfleet Earnout Shares — — 862,275

3 unchanged sentences

Unvested Incentive Units — — 24,517,020

Oak Street Earnout Units — — 26,074,330

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

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

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

(dollars in thousands, except per share amounts)

3 unchanged sentences

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

4 unchanged sentences

SUBSEQUENT EVENTS

On May 4, 2023, the Company announced a cash dividend of $ 0.14 per Class A Share.

The dividend is payable on May 31, 2023, to holders of record as of the close of business on May 19, 2023.

On August 1, 2023, the Company announced a cash dividend of $ 0.14 per Class A Share.

The dividend is payable on August 31, 2023, to holders of record as of the close of business on August 21, 2023.

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