What changed in this filing

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Item 1. Business

2024-02-23 compared with 2023-02-27 · 137 added, 138 removed, 300 unchanged (48% of the section changed)

Blue Owl is a global alternative asset manager with $165.7 billion in AUM as of December 31, 2023.

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

Blue Owl’s flexible, consultative approach helps position the firm as a partner of choice for businesses seeking capital solutions to support their sustained growth.

The firm’s management team is comprised of seasoned investment professionals with decades of experience building alternative investment businesses.

Blue Owl employs over 545 people across 10 offices globally.

Blue Owl was formed in May 2021 through the combination of Owl Rock, a leader in direct lending solutions, and Dyal Capital, a leading capital solutions provider to large private capital managers, at which time these businesses merged with and into Altimar Acquisition Corporation, a blank check, special purpose acquisition company (“Altimar”).

Blue Owl employs over 685 people globally.

Blue Owl was formed in May 2021 through the combination of Owl Rock, a leader in credit solutions, and Dyal Capital, a leading capital solutions provider to large private capital managers.

In December 2021, we acquired Oak Street, which expanded our offerings to include real estate-focused products.

In April 2022, we acquired Wellfleet, which expanded our reach in the broadly syndicated leveraged loans market, including CLO product offerings.

Our breadth of offerings and Permanent Capital base enable us to offer a differentiated, holistic platform of capital solutions to middle market companies, large alternative asset managers and corporate real estate owners and tenants.

In August 2023, the Par Four Acquisition expanded our liquid credit strategy team.

In December 2023, the CHI Acquisition expanded our offerings to include mid-to-late-stage equity investments into biopharmaceutical and healthcare companies.

Our breadth of offerings and Permanent Capital base enable us to offer a differentiated, holistic framework of capital solutions to middle market companies, large alternative asset managers and corporate real estate owners and tenants.

We provide these solutions through our Permanent Capital vehicles and long-dated private funds, that we believe provide our business with a high degree of earnings stability and predictability.

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For the year ended December 31, 2023, approximately 92% of our management fees were earned from Permanent Capital vehicles.

Our global, high-caliber, investor base includes a diversified mix of institutional investors, including prominent public and private pension funds, endowments, foundations, family offices, private banks, high net worth individuals, asset managers and insurance companies, as well as retail clients, accessed through many well-known wealth management firms.

We have continued to grow our investor base and presence in the growing private markets and alternative asset management sector by emphasizing our disciplined investment approach, client service, and portfolio performance.

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such information should be read in conjunction with this description of our business.

We have three major product lines:

Direct Lending, GP Capital Solutions and Real Estate.

We believe our products, while distinct, are complementary to each other and together enable us to provide a differentiated platform of varied capital solutions.

All of our products employ a disciplined investment philosophy with a focus on long-term investment horizons and are managed by tenured leadership and investment professionals with significant experience in their respective strategies.

As part of our brand’s evolution, we have transitioned to one Blue Owl.

In connection with this initiative, our legacy brands - Owl Rock, Dyal Capital and Oak Street - have been renamed to Credit, GP Strategic Capital and Real Estate investment platforms, respectively.

In connection with the transition to one Blue Owl, our products were also renamed.

The strategic shift to a unified brand reflects our long-term commitment to delivering the collective power of our investment capabilities to the market.

As one Blue Owl, our mission and the solutions we provide to our investors and users of our capital remain unchanged.

We have three major product platforms:

Credit, GP Strategic Capital and Real Estate.

We believe our products, while distinct, are complementary to each other and together enable us to provide a differentiated offering of varied capital solutions.

Our products are generally structured as BDCs, real estate investment trusts (“REIT”) and private investment funds that aggregate capital from investors.

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therefore, the growth and success of our product offerings is paramount to our success as an alternative asset manager.

Our products create a robust foundation for our holistic platform.

We believe the success and growth in our business since inception has been driven by a singular, dedicated focus on providing capital solutions and the differentiating competitive features of our platform.

Our products create a robust foundation for our holistic business.

$165.7 billion

$102.7 billion

Direct Lending Products

$84.6 billion

$57.1 billion

GP Capital Solutions Products

GP Strategic Capital

$54.2 billion

$31.1 billion

Real Estate Products

$26.9 billion

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$29.6 billion

GP Minority Equity

GP Minority Stakes

Commenced 2010

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Professional Sports

Minority Investments

Minority Stakes

Commenced 2021

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Commenced 2020

Liquid Credit

Commenced 2022

Direct Lending

Our Direct Lending products offer private financing solutions to middle-market companies seeking capital solutions.

We believe our breadth of offerings establishes us as the lending partner of choice for private-equity sponsored companies, as well as non-sponsored borrowers .

All amounts shown as of December 31, 2023, totals may not sum due to rounding.

Our Credit products offer private financing solutions to middle-market companies seeking capital solutions.

We believe our breadth of offerings establishes us as a lending partner of choice for private-equity sponsored companies, as well as non-sponsored borrowers.

We aim to lend capital to sizable, defensive businesses operating in recession-resistant industries or non-cyclical end markets.

Since the launch of our flagship institutional product, ORCC, we have continued to prudently expand our offerings, focusing on adjacent strategies that are both additive and complementary to our existing product base.

Our Direct Lending products are generally offered through a mix of BDCs, long-dated private funds, managed accounts and CLOs across the following investment strategies:

Since the launch of our flagship institutional product, OBDC, we have continued to prudently expand our offerings, focusing on adjacent strategies that are both additive and complementary to our existing product base.

Our Credit products are generally offered through a mix of BDCs, long-dated private funds, managed accounts and CLOs across the following investment strategies:

• Diversified Lending:

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middle market companies.

We provide a wide range of financing solutions with strong focus on the top of the capital structure and operate this strategy through diversification by borrower, sector, sponsor, and position size.

We provide a wide range of financing solutions with a strong focus on the top of the capital structure and operate this strategy through diversification by borrower, sector, sponsor and position size.

Our diversified lending strategy is primarily offered to investors through our BDCs.

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Our technology lending strategy seeks to maximize total return by generating current income from our debt investments and other income producing securities, and capital appreciation from our equity and equity-linked investments primarily through originating and making loans to, and making debt and equity investments in, technology related companies based primarily in the United States.

We originate and invest in senior secured or unsecured loans, subordinated loans or mezzanine loans, and equity and equity-related securities including common equity, warrants, preferred stock and similar forms of senior equity, which may be convertible into a common equity of companies in which our products invest (which we refer to as “portfolio companies”).

We originate and invest in senior secured or unsecured loans, subordinated loans or mezzanine loans, and equity and equity-related securities including common equity, warrants, preferred stock and similar forms of senior equity, which may be convertible into common equity of companies in which our products invest (which we refer to as “portfolio companies”).

Our technology lending strategy invests in a broad range of established and high growth technology companies that are capitalizing on the large and growing demand for technology products and services.

media, consumer electronics, semi-conductor, internet commerce and advertising, environmental, aerospace and defense industries and sectors.

This strategy focuses on companies that operate in technology-related industries or sectors which include, but are not limited to, information technology, application or infrastructure software, financial services, data and analytics, security, cloud computing, communications, life sciences, healthcare, media, consumer electronics, semi-conductor, internet commerce and advertising, environmental, aerospace and defense industries and sectors.

Our technology lending strategy is primarily offered to investors through our technology-focused BDCs.

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Our opportunistic lending strategy is offered to investors through our long-dated private funds and managed accounts.

Our CLO strategy seeks to generate attractive risk-adjusted returns by managing portfolios of broadly syndicated leveraged loans.

GP Capital Solutions

Our GP Capital Solutions products position us as a leading capital solutions provider to large private capital managers.

We primarily focus on acquiring equity stakes in, or providing debt financing to large private capital firms, which we may refer to as “GPs.” Our GP Capital Solutions division also houses our Business Services Platform, which provides strategic support to our Partner Managers.

Our GP Capital Solutions products are offered primarily through Permanent Capital private fund vehicles across the following investment strategies:

• GP Minority Equity Investments:

• Liquid Credit:

Our liquid credit strategy seeks to generate attractive, risk-adjusted returns by managing portfolios of broadly syndicated leveraged loans, including through CLO vehicles.

Our other Credit strategies employ various investment strategies to pursue long-term capital appreciation and risk adjusted returns including (i) direct investments in strategic equity assets, with a focus on single-asset GP-led continuation funds and (ii) mid-to-late-stage biopharmaceutical and healthcare companies.

GP Strategic Capital

Our GP Strategic Capital products position us as a leading capital solutions provider to private capital managers.

We primarily focus on acquiring equity stakes in, or providing debt financing to private capital firms, which we may refer to as “GPs” or “Partner Managers.” Our Business Services Platform is a boutique consulting unit within Blue Owl and was established to provide strategic support to our Partner Managers.

Our GP Strategic Capital products are offered primarily through Permanent Capital private fund vehicles across the following investment strategies:

• GP Minority Stakes:

We build diversified portfolios of minority equity investments in institutionalized alternative asset management firms across multiple strategies, geographies, and asset classes.

Our investment objective is to generate compelling cash yield by collecting a set percentage of contractually fixed management fees, a set percentage of carried interest and return on balance sheet investments from the underlying managers.

We primarily focus on acquiring minority positions in large, multi-product alternative asset managers who continue to gain a disproportionate proportion of the assets flowing into private investment strategies and exhibit high levels of stability.

Our inaugural funds followed a hedge fund manager-focused investment program that has since evolved into a private capital manager-focused investment program in our more recent funds.

Our GP minority equity investments strategy is offered to investors through our closed-end, Permanent Capital funds.

Our investment objective is to generate compelling cash yield by collecting a set percentage of contractually fixed management fees, a set percentage of carried interest and a return on balance sheet investments from the underlying managers.

We primarily focus on acquiring minority positions in multi-product alternative asset managers who continue to gain a disproportionate proportion of the assets flowing into private investment strategies and exhibit high levels of stability.

Our inaugural products followed a hedge fund manager-focused investment program that has since evolved into a private capital manager-focused investment program in our more recent products.

Our GP minority stakes strategy is offered to investors through our closed-end, Permanent Capital funds.

A fundamental component of the fundraising efforts for our investment programs is the ability to identify and execute co-investment opportunities for our investors.

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The GP debt financing strategy focuses on originating and making collateralized, long-term debt investments, preferred equity investments and structured investments in private capital managers.

We originate and invest in secured term loans that are collateralized by substantially all of the assets of a manager and subject to repayment on an accelerated basis pursuant to cash flow sweeps of set percentages of management fees, GP realization, carried interest and other fee streams of the management company in the event that certain minimum coverage ratios are not maintained.

We originate and invest in secured term loans that are collateralized by substantially all of the assets of a manager and become subject to repayment on an accelerated basis pursuant to cash flow sweeps of set percentages of management fees, GP realization, carried interest and other fee streams of the management company in the event that certain minimum coverage ratios are not maintained.

Our investment objective is to generate current income by targeting investment opportunities with attractive risk-adjusted returns.

We expect that the loans will be made to allow borrowers to support business growth, fund GP commitments, and launch new strategies.

We expect that the loans will be made primarily to allow borrowers to support business growth, fund GP commitments, and launch new strategies.

The GP debt financing strategy allows us to offer a comprehensive suite of solutions to private capital managers.

• Professional Sports Minority Investments:

Our professional sports minority investments strategy focuses on building diversified portfolios of minority equity investments in professional sport teams.

Our first fund in this strategy is NBA-focused.

• Professional Sports Minority Stakes:

Our professional sports minority stakes strategy focuses on building diversified portfolios of minority equity investments in professional sport teams.

Our first product in this strategy is NBA-focused.

Our Real Estate products focus on acquiring triple net lease real estate occupied by investment grade or creditworthy tenants.

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Our net lease real estate strategies structure portfolios of single tenant properties across industrial, essential retail and mission critical office sectors, occupied by investment grade or creditworthy tenants.

By combining our proprietary origination platform, enhanced lease structures and a disciplined investment criteria, we seek to provide investors with predictable current income, and potential for appreciation, while focusing on limiting downside risk.

By combining our proprietary origination infrastructure, enhanced lease structures and a disciplined investment criteria, we seek to provide investors with predictable current income, and potential for appreciation, while limiting downside risk.

Blue Owl’s history is predicated on the key milestones of Owl Rock, Dyal Capital and Oak Street.

Owl Rock was founded in 2016 by Doug Ostrover, Marc Lipschultz and Craig Packer to address the evolving need for direct lending solutions by middle-market companies.

Owl Rock was founded in 2016 by Doug Ostrover, Marc Lipschultz and Craig Packer to address the evolving need for credit solutions by middle-market companies.

Dyal Capital was founded in 2010 by Michael Rees to fill the need for flexible capital solutions for private capital managers.

Oak Street was founded in 2009 by Marc Zahr and established itself as a leader in private equity real estate, offering flexible and unique capital solutions to a variety of organizations.

The combination of these businesses creates a platform primed to continue servicing these markets.

Blue Owl’s robust and diversified platform offerings will continue to serve as a response to the following sector dynamics:

The combination of these businesses creates an infrastructure primed to continue servicing these markets.

Blue Owl’s robust and diversified offerings will continue to serve as a response to the following sector dynamics:

• shifting allocations by retail and institutional investors.

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Across our business, our presence in the market combined with our constant dialogue with financial sponsors, companies and our investors, has allowed us to identify attractive opportunities in adjacent subsectors over time.

Since inception, these businesses have launched and acquired multiple new strategies and products, exclusively in areas where we believed we could leverage our competitive advantage and expertise, and where we believe we had identified critical mass of lending, capital and real estate solutions opportunities as well as heightened investor interest.

Since inception, these businesses have launched and acquired new strategies and products, exclusively in areas where we believe we could leverage our competitive advantage and expertise, and where we believe we had identified critical mass of lending, capital and real estate solutions opportunities as well as heightened investor interest.

We have focused on executing on key adjacencies that are natural extensions of existing core strategies in order to capitalize on the growing dislocations in the market and rising investor demand .

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Our BDCs, by nature, are closed-end, permanent (or potentially permanent) funds with no mandatory redemption and potentially unlimited duration once listed.

Substantially all of the AUM in our GP Capital Solutions products and a large portion of the AUM in our Real Estate products are also structured as Permanent Capital vehicles.

Substantially all of the AUM in our GP Strategic Capital products and a large portion of the AUM in our Real Estate products are also structured as Permanent Capital vehicles.

The high proportion of Permanent Capital in our AUM provides a stable base and allows for our AUM to grow more predictably without having reductions in our asset levels due to ordinary redemptions.

Our Permanent Capital base also lends stability and flexibility to our products’ portfolio companies and Partner Managers, providing us the opportunity to grow alongside these companies and positioning us to be a preferred source of capital and the incumbent lender for follow-ons and other capital solutions to high-performing companies.

Our Permanent Capital base also lends stability and flexibility to our products’ portfolio companies, providing us the opportunity to grow alongside these companies and positioning us to be a preferred source of capital and the incumbent lender for follow-ons and other capital solutions to high-performing companies.

As such, we are able to be a compelling partner for these firms as they seek capital to support their long-term vision and business development goals.

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• Significant embedded growth in current AUM with built-in mechanisms for fee revenue increases.

While we expect to continue our successful fundraising track record to supplement our existing capital base, our current AUM, predominately Permanent Capital in nature, already provides for significant embedded growth.

While we expect to continue our successful fun draising track record to supplement our existing capital base, our current AUM, predominately Permanent Capital in nature, already provides for significant embedded growth.

Of our $165.7 billion AUM base, $102.7 billion represents our current FPAUM.

As of December 31, 2022, we have approximately $10.8 billion in AUM not yet paying fees, providing approximately $141 million of annualized management fees once deployed.

In addition, to the extent certain of our BDCs become publicly listed, under the investment advisory and management agreements the advisory fees from the applicable BDC could potentially increase, subject to any fee waivers or deferral arrangements agreed to by us and the applicable BDC.

As of December 31, 2023, we have approximately $14.5 billion in AUM not yet paying fees, providing the potential for approximately $200 million of annualized management fees once fully deployed.

In addition, to the extent certain of our BDCs become p ublicly listed, the advisory fees from such BDCs could potentially increase, subject to any fee waivers or deferral arrangements agreed to by us and the applicable BDC.

• Stable earnings model with attractive margin profile.

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We believe our deep relationships position us to receive “early looks” and “last looks” from alternative asset managers, which in turn, allow us to be highly selective in deciding which investments to pursue.

We believe the depth and breadth of our relationships are predicated on several, differentiating features of our platform and that alternative asset managers value our team’s experience and deep focus both within products and across a broad spectrum of capital solutions.

We believe the depth and breadth of our relationships are predicated on several, differentiating features of our business and that alternative asset managers value our team’s experience and deep focus both within products and across a broad spectrum of capital solutions.

Our expansive set of product offerings allows us to provide flexible and creative solutions, and in tandem with our sizeable Permanent Capital base, enables us to provide access to scaled, sizeable commitments.

Partner Managers in our GP minority equity investments products also value our Business Services Platform, which provides strategic value-added services to our Partner Managers in eight key areas:

capital strategy, private wealth, human capital advisory, operations advisory, corporate strategy and M&A, environmental, social and governance (“ESG”) advisory, diversity, equity and inclusion (“DEI”) and data science.

Partner Managers in our GP minority stakes products also value our Business Services Platform, which provides strategic value-added services to our Partner Managers in eight key areas:

capital strategy, private wealth, human capital, operations, corporate strategy and M&A, environmental, social and governance (“ESG”) advisory, diversity, equity and inclusion (“DEI”) and data science.

We expect our differentiated approach and broad spectrum of capital solution products will continue to strengthen our relationships, and we intend to further expand our network to fortify our position as a preferred partner for alternative asset managers and their products’ portfolio companies.

• Increasing benefits of scale.

We believe our robust, scaled platform presents us with a competitive advantage which enables us to provide attractive solutions as a trusted partner and therefore continue to capture market share.

We believe our robust, scaled infrastructure presents us with a competitive advantage which enables us to provide attractive solutions as a trusted partner and therefore continue to capture market share.

Many institutional investors are concentrating their relationships in an effort to partner with dependable, scaled firms with proven track records that they have a high level of comfort with.

Our scaled platform enables us to remain a partner of choice not only for borrowers, GPs and tenants, but also for investors.

We believe we will not only maintain, but continue to expand our share of the market as a result of the high level of confidence investors have in our scaled capital solutions platform.

Our scaled business enables us to remain a partner of choice not only for borrowers, GPs and tenants, but also for investors.

We believe we will not only maintain, but continue to expand our share of the market as a result of the high level of confidence investors have in our scaled capital solutions business.

Our ability to provide diversification and niche access points will continue to attract investor interest as they seek diversification and continue to value lower-correlation portfolio allocations.

There are many managers in the Direct Lending space.

However, we believe our platform is one of the few managers of scale, which serves as a competitive advantage.

Our differentiated approach and scaled direct lending platform allow us to capitalize on opportunities across the sizing spectrum—from loans below $50 million to loans over $1.0 billion.

Our platform’s scale has demonstrated the ability to originate larger deals, while also providing diversification in our portfolios.

There are many managers who compete with our Credit platform.

However, we believe our focus on direct lending serves as a competitive advantage.

Our differentiated approach and scaled platform allow us to capitalize on opportunities across the sizing spectrum—from bespoke financing solutions to traditional upper-middle-market loans and, increasingly, loans of $1.0 billion or more.

Our Credit platform’s scale has demonstrated the ability to originate larger deals, while also providing diversification in our portfolios.

We believe our scale enables us to broaden our deal funnel and provides us access to more investment opportunities than many other direct lenders.

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We believe being a total solutions provider also grants us a broader view of market opportunities, which allows us to continue operating as a market leader.

Within GP Capital Solutions, we have also established ourselves as a market leader, with a long track record, greatest amount of aggregate capital raised and largest number of publicly-announced deals.

Our most recent fund raised, Dyal Fund V, is materially larger than the funds of our main competitors.

Our large base of stable capital not only enables participation in investments across the sizing spectrum, but also creates a competitive advantage by positioning us as a highly qualified buyer for minority stakes in large, established GPs.

We believe that we also gain access to proprietary deal flow as a result of the market’s confidence in our ability to execute on large investments expeditiously.

Within GP Strategic Capital, we have also established ourselves as a market leader, with a long track record, the greatest amount of aggregate capital raised and the largest number of publicly-announced deals.

Our most recently completed flagship fundraise, Blue Owl GP Stakes V, was more than twice as large as funds raised by our closest peers.

We believe that we also gain access to proprietary deal flow as a result of the market’s confidence in our ability to execute on investments expeditiously.

We believe our strong reputation in the market combined with our scale will continue to provide us with unique access to the most attractive sectors of the alternative asset management universe.

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As we continue to grow, we expect to retain our existing clients through our breadth of offerings.

As of December 31, 2022, approximately 36% of our institutional investors are invested in more than one product, with many increasing their commitment to their initial strategy and additionally committing additional capital across our other strategies.

As of December 31, 2023, approximately 37% of our institutional investors are invested in more than one product, with many increasing their commitment to their initial strategy and committing additional capital across our other strategies.

We believe our diligent management of investors’ capital, combined with our strong performance and increasingly diversified product offerings has helped retain and attract investors which has furthered our growth in FPAUM and facilitated further expansion of our strategies.

We also believe the global nature of our investor base enables significant cross-selling opportunities between our products and strategies.

We also believe the global nature of our investor base enables significant cross-selling opportunities between our products.

We are committed to providing our clients with a superior level of service.

We believe our client-focused nature, rooted in our culture of transparency will help us continue to retain and attract high quality investors to our platform.

We believe our client-focused nature, rooted in our culture of transparency will help us continue to retain and attract high quality investors to our business.

Industry-leading management team with proven track record.

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We consider the alignment of interests of our executive management team and other professionals with those of the investors in our products to be core to our business.

AUM (inclusive of accrued carried interest) attributable to our executives and other employees as of December 31, 2022 totaled approximately $3.1 billion (including $1.1 billion related to accrued carried interest), which aligns their interests with our clients’ interests by motivating the continued high-performance and retention of our dedicated team of professionals.

AUM (inclusive of accrued car ried interest) attributable to our executives and other employees as of December 31, 2023 totaled approximately $3.1 billion (including $1.8 billion related to accrued carried interest), which aligns their interests with our clients’ interests by motivating the continued high-performance and retention of our dedicated team of professionals.

Our Growth Strategy

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• Expand our product offering.

We plan to grow our platform by expanding our product offerings.

We plan to grow our business by expanding our product offerings.

We intend to take a diligent and deliberate approach to expansion, by adding products that are complementary, adjacent or additive to our current strategies.

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We expect that as we continue to grow our existing strategies, there will be additional adjacencies that provide natural expansion opportunities.

We believe through the disciplined expansion of our platform, we can continue to develop our breadth of offerings and further our position as a leading solutions provider.

We believe through the disciplined expansion of our business, we can continue to develop our breadth of offerings and further our position as a leading solutions provider.

As we grow, we expect to attract new investors as well as leverage our existing investor base, as we have done with previous product launches.

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We are well positioned to continue to penetrate the growing global market.

The success of our Direct Lending and Real Estate products to date has been primarily focused within the United States, while our GP Capital Solutions products have a more global investor base.

The success of our Credit and Real Estate products to date has been primarily focused within the United States, while our GP Strategic Capital products have a more global investor base.

We intend to continue fundraising both domestically and internationally.

The favorable industry tailwinds are global in nature and we believe that there is additional market opportunity across the global landscape.

As of December 31, 2022, 77% of capital raised was done so in the United States and Canada.

As of December 31, 2023, we raised 78% of our capital in the United States and Canada.

We believe our strong network and track record of global fundraising has primed us to further extend our fundraising efforts across products and into additional international markets, as institutional investors across the globe are facing the same pressures and seeking the same positive attributes of the sector that have attracted domestic investors thus far.

We also believe we have a significant opportunity to continue to leverage our global fundraising capabilities and investor relationships to cross-sell our Direct Lending, GP Capital Solutions and Real Estate products, as well as utilize our existing domestic retail channel to cross-sell our products while increasing our global capabilities.

We also believe we have a significant opportunity to continue to leverage our global fundraising capabilities and investor relationships to cross-sell our Credit, GP Strategic Capital and Real Estate products, as well as utilize our existing domestic retail channel to cross-sell our products while increasing our global capabilities.

The global market represents a large, and relatively untapped opportunity for many of our products that we believe will facilitate our pursuit of international expansion in the coming years, and position us to enter into less-developed markets where we can be a significant first-mover and play a key role in defining the markets.

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As investors continue to increase their alternatives allocation in the search for yield, we believe we have the opportunity to continue diversifying our client base by attracting new investors across different channels.

We intend to leverage our strong growth within and across our strategies as a means to add new investors to our growing family of funds.

We intend to leverage our strong growth within and across our strategies as a means to add new investors to our growing family of products.

We have already begun executing on this strategy, with a notable influx of wealth management platforms and public and private pension fund investors in recent years.

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In addition, we have continued to grow our relationships in the consultant community.

We intend to be the premier direct lending, GP minority and triple net lease real estate investing platform for investors across the institutional and retail distribution channels.

We intend to be the premier Credit, GP minority stakes and triple net lease real estate investing business for investors across the institutional and retail distribution channels.

• Deepen and expand strong strategic relationships with key institutional investors.

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We pride ourselves on continuing to foster these relationships as they are fundamental to our business and reflect the strong alignment of interests that are highly valued by our partners.

As of December 31, 2022, seven institutional investors have committed at least $1.0 billion across our strategies, 20 have committed at least $500 million, and 45 have committed at least $250 million.

As of December 31, 2023, eight institutional investors have committed at least $1.0 billion across our strategies, 24 have committed at least $500 million, and 52 have committed at least $250 million.

Our strategic partnerships allow us to craft customized solutions tailored to the objectives of our clients, while reflecting the breadth of our capabilities across our strategies.

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• Opportunistically pursue accretive acquisitions.

In addition to our various avenues of organic growth, we intend to diligently evaluate acquisition opportunities that we believe would be value-enhancing to our current platform.

In addition to our various avenues of organic growth, we intend to diligently evaluate acquisition opportunities that we believe would be value-enhancing to our current offerings.

These could include acquisitions that would expand the breadth of our product offerings, further develop our investor base, or facilitate our plans for global expansion.

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We compete for investors based on a variety of factors, including investment performance, investor perception of investment managers’ drive, focus and alignment of interest, quality of service provided to and duration of relationship with investors, breath of our product offering, business reputation and the level of fees and expenses charged for services.

We compete for investment opportunities at our funds based on a variety of factors, including breadth of market coverage and relationships, access to capital, transaction execution skills, the range of products and services offered, innovation and price, and we expect that competition will continue to increase.

We compete for investment opportunities at our products based on a variety of factors, including breadth of market coverage and relationships, access to capital, transaction execution skills, the range of products and services offered, innovation and price, and we expect that competition will continue to increase.

See “Item 1A.

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Risk Factors—Risks Related to Our Business and Operations — Our future growth depends on our ability to attract, retain and develop human capital in a highly competitive talent market.

Direct Lending

Our competition as an asset manager and financing source to middle market companies consists primarily of other asset managers who focus principally on credit funds, including BDCs, and other credit products.

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We expect that this will cause competition in our industry to intensify and could lead to a reduction in the size and duration of pricing inefficiencies that many of our products seek to exploit.

GP Capital Solutions

Our GP Capital Solutions products currently have limited direct competition from organizations dedicated to acquiring stakes in large, institutionalized private capital managers.

GP Strategic Capital

Our GP Strategic Capital products currently have limited direct competition from organizations dedicated to acquiring stakes in private capital managers.

A limited number of asset managers have been acquiring minority stakes in certain private capital managers.

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We believe that this limited competition is likely to persist, as conflicts of interest, regulatory restrictions, capital constraints and other considerations make lending to private capital managers challenging for financial institutions, insurance companies and other private market firms.

Our current GP Capital Solutions strategies compete with among others, a number of private equity funds, specialized funds, hedge funds, corporate buyers, traditional asset managers, real estate companies, commercial banks, investment banks, other investment managers and other financial institutions, including the owners of certain of our stockholders, as well as domestic and international pension funds and sovereign wealth funds, and we expect that competition will continue to increase.

Our current GP Strategic Capital strategies compete with among others, a number of private equity funds, specialized funds, hedge funds, corporate buyers, traditional asset managers, real estate companies, commercial banks, investment banks, other investment managers and other financial institutions, including the owners of certain of our stockholders, as well as domestic and international pension funds and sovereign wealth funds, and we expect that competition will continue to increase.

We compete globally and on a regional, industry and asset basis.

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Despite this increased activity, competition with our Real Estate products on the deal level has remained relatively low, as those strategies concentrate their efforts in the non-investment grade space, prefer to develop properties themselves, and to deploy capital in sectors that are outside of our traditional focus of industrial assets, mission critical office properties and essential retail.

High net worth buyers have been formidable competitors and active acquirers of retail assets under $8 million;

they tend to be less price sensitive and there are usually wide pools of potential buyers for these assets.

As the monetization of real estate through sale-leasebacks continues to gain traction as a capital allocation tool for companies, we expect the net lease sector to grow even larger, and that will continue to attract more competition into the space.

Human Capital

As of December 31, 2022, we had approximately 545 full-time employees, including over 140 investment professionals across ten offices globally.

As of December 31, 2023, we had over 685 full-time employees globally.

As an alternative asset manager, we believe that our people are key to the success of our business.

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• Mutual respect.

We hold ourselves to the highest standards of integrity and professional conduct.

We hold ourselves to the highest standard of professional conduct.

We acknowledge everyone’s unique contributions and in challenging situations, listen to understand.

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We design our compensation programs to motivate and retain employees and align their interests with those of our stockholders.

In particular, annual bonuses for our executives and other senior employees involves a combination of cash and deferred equity awards in the form of Incentive Units and RSUs (as defined in Note 1 to the Financial Statements).

In particular, annual compensation for our executives and other senior employees involves a combination of cash and deferred equity awards in the form of Incentive Units and RSUs (as defined in Note 1 to the Financial Statements).

The proportion of compensation that is deferred and at risk of forfeiture generally increases as an employee’s level of compensation rises.

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Corporate Sustainability

Blue Owl’s corporate sustainability efforts seek to deliver positive outcomes for our most critical stakeholders, including our investors, our public stockholders, our employees and the communities in which we operate.

Almost two years after our listing as a public company, we have made great strides developing a strategic framework to advance our corporate sustainability objectives across three pillars:

and citizenship.

Blue Owl’s governance of corporate sustainability reflects our commitment to strong leadership and oversight at the senior management and Blue Owl’s Board of Directors (“Board”) levels.

Our Board receives annual updates on our strategy and initiatives, including ESG-related matters.

Executive sponsors oversee the newly formalized Corporate Sustainability Council, which is chaired by our Chief Operating Officer and comprised of dedicated subject-matter leaders for each of the pillars.

Our strategic pillars are further enriched by employee-driven initiatives and/or groups.

We also have constituted an ESG Working Group, comprised of senior members of our Investment, Legal, Compliance, Investor Relations and Operations teams, which is chaired by our Chief Operating Officer and meets periodically to review and refine our ESG strategy.

Blue Owl’s corporate sustainability efforts seek to enable positive outcomes for our most critical stakeholders, including our investors, our public stockholders, our employees and the communities in which we operate.

Almost three years after our listing as a public company, we have made meaningful strides developing a strategic approach to advancing our corporate sustainability objectives across three priority areas of focus:

Responsible Investing, DEI and Citizenship.

We believe that Blue Owl’s governance of corporate sustainability reflects strong leadership and oversight at the senior management and Board of Directors (“Board”) levels and our commitment to our priority areas.

Our Board receives at least annual updates on our strategy and initiatives and the Audit Committee receives management presentations on responsible investing and ESG-related matters.

Executive sponsors oversee our Corporate Sustainability Council, which is chaired by our Chief Operating Officer and comprised of dedicated subject-matter leaders for each of the three areas of focus:

ESG/Responsible Investing, DEI and Citizenship.

To integrate responsible investing practices firmwide, we have an ESG Working Group (the “ESG WG”), a cross-functional group across investment platforms, strategies and relevant business units.

The ESG WG members are senior representatives of their respective teams and are responsible for coordinating ESG-related efforts within their business units, as well as providing insights as it relates to their professional roles.

The ESG WG is chaired by our Chief Operating Officer and the Head of ESG.

The ESG WG activities are managed by the ESG team.

Investing Responsibly

We recognize the importance of ESG risks and opportunities and are committed to the consideration of these factors in relation to our business operations and investment activities.

Blue Owl is a signatory to the United Nations Principles for Responsible Investment (“PRI”) and incorporates core principles based on PRI standards into its ESG Policy.

This policy applies to all asset classes, industries and countries in which Blue Owl does business and the funds it manages.

We believe that incorporating ESG factors into our corporate and investment practices has the potential to meaningfully contribute to the long-term financial success of Blue Owl, our products and our products’ investments.

We recognize the importance of business relevant ESG issues and opportunities and are committed to the consideration of these factors in relation to our business operations and investment activities to manage risk and identify opportunities.

The firm adopted an ESG policy, which applies to all asset classes, industries and countries in which Blue Owl does business and the products it manages.

We believe that incorporating business relevant ESG factors into our corporate and investment activities has the potential to meaningfully contribute to the value of Blue Owl and the companies in which we invest.

We strive to continuously strengthen our ability to mitigate, manage and monitor relevant ESG risks and opportunities within our investment portfolios.

When we make investments on behalf of our products, we strive to analyze a wide array of considerations, risks, and potential rewards related to the prospective investment.

This could include, but is not limited to, considering business-relevant ESG risks such as:

regulatory, tax, governance, occupational health and safety, labor standards, geopolitical risk, etc.

Further, we seek to ensure compliance with applicable regulatory disclosure requirements, including ESG-related disclosure obligations.

When considering potential investments on behalf of the products that we manage, we seek to address the relevant ESG considerations, risks and potential rewards related to our prospective investments.

Further, we have processes designed to ensure compliance with applicable regulatory disclosure requirements, including ESG-related disclosure obligations.

Diversity, Equity and Inclusion

Blue Owl is committed to fostering and preserving a culture of diversity, equity and inclusion.

We prize diversity in our team and seek to create an inclusive, merit-based environment that is supportive of people from all backgrounds.

We have formalized our approach by adopting a formal DEI Policy.

We seek to create an inclusive, merit-based environment that is supportive of people from all backgrounds.

We have formalized our approach by adopting a DEI Policy.

Blue Owl’s DEI strategy centers on the following key concepts and core values:

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• Strategic priorities.

Continuing to develop as a more diverse, equitable and inclusive firm is a strategic priority for Blue Owl that we believe will further enhance our work environment and overall business.

Continuing to develop as a diverse, equitable and inclusive firm is a strategic priority for Blue Owl that we believe can further enhance our work environment and overall business.

Our commitment to diversity, equity and inclusion is relevant to interactions with our employees, investors, products’ portfolio companies and third-party service providers.

• Corporate practices.

We focus on diversity, equity and inclusion in our corporate practices and policies, including recruitment and hiring;

compensation and benefits;

professional development and training;

and transfers.

• Leadership.

While our ongoing efforts are championed by the Blue Owl founders and executed upon by senior leaders across all business areas of the firm, we strongly believe that these efforts should also include strong employee engagement to be meaningful and impactful to the communities targeted.

Our aim is to have DEI be part of the very fiber of our entire employee population.

While our ongoing efforts are championed by the Blue Owl founders and executed upon by senior leaders across all business areas of the firm, we aim to support DEI through the firm’s entire employee population.

Continuing to develop a diverse, equitable and inclusive firm is a strategic priority.

To further foster an inclusive culture, we seek to continue to establish relevant and appropriate employee resource groups.

In 2022, we established The Parliament, a network for women with a mission to support, enhance, and advance the experience of women at Blue Owl and to enhance gender equity across the firm.

We have hosted events for The Parliament to highlight women leaders in the financial industry, provide connection and promote mental health.

We also work with select partners on DEI initiatives, including Black Women in Asset Management, 100 Women in Finance and The Opportunity Network.

Our signature partnership with The Opportunity Network launched a summer internship program for college students from backgrounds that are often underrepresented in the finance industry.

For the last two summers, Blue Owl has hosted a cohort of interns and also offered participation to its partner manager firms who work with our GP Capital Solutions division, resulting in 40 internships to date.

We have established (1) The Parliament, a network for women with a mission to support, enhance and advance the experience of women at Blue Owl and to enhance gender equity across the firm, and (2) BOP’N, an LGBTQ+ network committed to growing a welcoming culture and inclusive environment for LGBTQ+ members, allies and advocates .

We also work with select partners such as Black Women in Asset Management, 100 Women in Finance and the Association of Asian American Investment Managers to provide our employees with access to resources, networks and opportunities for professional development, as well as utilizing the organizations’ job boards to recruit diverse candidates.

Additionally, through our standing partnership with The Opportunity Network, we have established a summer internship program for college students from backgrounds that are often underrepresented in the finance industry.

For the last three summers, Blue Owl has hosted a cohort of interns from the Opportunity Network and also offered participation to its partner manager firms who work with our GP Strategic Capital platform.

This program includes training for both supervisors and interns, professional development sessions, networking opportunities and mentorship.

In addition, we have conducted DEI-related training on implicit bias for all of our employees.

In addition, we conduct DEI-related training on implicit bias for all of our employees on an annual basis.

Finally, we added a fertility family planning benefit as an option for our employees.

We seek to engage with our stakeholders to support the causes most important to our communities.

We take our role as a corporate citizen seriously and aim to leverage our resources for social good by contributing to meaningful causes and by partnering with various organizations to support the communities in which we operate and reside.

We encourage and facilitate opportunities for staff to give back to our communities, including through financial support and in-kind donations of our employees’ time.

In 2022, we expanded our tradition of holiday giving to a global campaign across eight offices, partnering with local organizations to help children and families in need.

We take our role as a corporate citizen seriously and aim to contribute to meaningful causes and partner with various organizations to support the communities in which we operate and reside.

We believe there is an opportunity to “make community our culture” by building a robust citizenship program that is integrated, community-centered and employee-enriched, including:

• Blue Owl Leads Together, our employee volunteerism and service program, which allows employees to engage with each other and with the communities in which we live and work;

• Blue Owl Gives, which advances our firm’s philanthropic mission — unlocking opportunity by powering access to college, to careers and to capital — through strategic non-profit partnerships, sponsorships and employee-giving campaigns;

• Blue Owl Celebrates, which honors various heritage and affinity months throughout the year by spotlighting important nonprofit causes, profiling opportunities for learning and action and lifting up voices of relevant leaders and guest speakers.

Organizational Structure

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Ownership percentages are based on shares and units that are fully participating in dividends and distributions as of December 31, 2023.

Economic and voting percentages above do not include the potential dilutive impact of the exercise of the warrants held by Altimar Sponsor LLC (the “Private Placement Warrants”) to purchase Class A Shares, as well as RSUs, unvested Incentive Units, Second Oak Street Earnout Units (as defined in Note 1 to the Financial Statements), and Wellfleet Earnout Shares, as these interests do not participate in dividends and distributions (other than to the extent of certain tax distributions on unvested Incentive Units).

Economic and voting percentages above do not include the potential dilutive impact of the exercise of the warrants held by Altimar Sponsor LLC (the “Private Placement Warrants”) to purchase Class A Shares, as well as RSUs, unvested Incentive Units, Second Oak Street Earnout Units (as defined in Note 1 to the Financial Statements), as these interests do not participate in dividends and distributions (other than to the extent of certain tax distributions on unvested Incentive Units).

See Note 1 to our Financial Statements for additional information on these interests.

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Our business, as well as the financial services industry, generally are subject to extensive regulation, including periodic examinations, by governmental agencies and self-regulatory organizations or exchanges in the U.S.

and foreign jurisdictions in which we operate relating to, among other things, antitrust laws, anti-money laundering laws, anti-bribery laws relating to foreign officials, tax laws and privacy laws with respect to client and other information, and some of our funds invest in businesses that operate in highly regulated industries.

and foreign jurisdictions in which we operate relating to, among other things, antitrust laws, anti-money laundering laws, anti-bribery laws relating to foreign officials, tax laws and data privacy laws with respect to client and other information, and some of our products invest in businesses that operate in highly regulated industries.

Each of the regulatory bodies with jurisdiction over us has regulatory powers dealing with many aspects of financial services, including the authority to grant, and in specific circumstances to cancel, permissions to carry on particular activities.

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See “Item 1A.

Risk Factors—Risks Related to Our Business and Operations— Our business is subject to extensive domestic and foreign regulations that may subject us to significant costs and compliance requirements, and there can be no assurance that we will satisfactorily comply with such regulations.

Risk Factors—Risks Related to Our Business and Operations” and “Risk Factors—Risks Related to Our Legal and Regulatory Environment.”

Rigorous legal and compliance analysis of our business and investments made by our products is important to our culture.

We strive to maintain a culture of compliance through the use of policies and procedures such as oversight compliance, codes of ethics, compliance systems, communication of compliance guidance and employee education and training.

All employees must annually certify their understanding of and compliance with key policies, procedures and code of ethics.

All employees must annually certify that they have received copies of and agree to comply with our compliance manual, including our Code of Ethics.

Our Chief Compliance Officer supervises our compliance group, which group is responsible for monitoring all regulatory and compliance matters that affect our activities and manages our compliance policies and procedures.

Our compliance policies and procedures address a variety of regulatory and compliance risks such as the handling of material non-public information, personal securities trading, valuation of investments, document retention, potential conflicts of interest and the allocation of investment opportunities.

Many jurisdictions in which we operate have laws and regulations relating to data privacy, cybersecurity and protection of personal information, including the General Data Protection Regulation (“GDPR”), a European Union (“EU”) regulation designed to protect privacy rights of individuals residing in the European Economic Area (the “EEA”), the GDPR as it forms part of the laws of England and Wales, Scotland and Northern Ireland by virtue of Section 3 of the European Union Withdrawal Act 2018 (“U.K.

GDPR”) with respect to individuals residing in the United Kingdom (the “U.K.”), and various privacy laws applicable to individuals residing in the United States, including the California Consumer Privacy Act (the “CCPA”), as amended by the California Privacy Rights Act.

Any failure to comply with such laws or regulations could result in fines, penalties and/or sanctions, which could be substantial, litigation as well as reputational harm.

Many jurisdictions in which we operate have laws and regulations relating to data privacy, cybersecurity and protection of personal information.

Any failure to comply with such laws or regulations could result in substantial fines, penalties and/or sanctions, litigation, as well as reputational harm.

As these laws and regulations or the enforcement of the same become more stringent, or if new laws or regulations or enacted, our financial performance or plans for growth may be adversely impacted.

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maintenance of extensive books and records;

restrictions on the types of fees we may charge, including realized performance income or carried interest;

restrictions on the types of fees we may charge, including performance revenues or carried interest;

solicitation arrangements;

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Additionally, we have been granted exemptive relief to permit certain of our BDCs to offer multiple classes of shares of common stock and to impose asset-based distribution fees and early withdrawal fees.

The SEC also has signaled an increased emphasis on investment adviser and private fund regulation and has proposed and enacted significant rules that will impact investment advisers and their management of private investment funds and the SEC is expected to propose additional changes in the future.

Such current and future rule making is expected to materially impact private funds and private fund advisers and their operations, including increasing compliance burdens and regulatory costs, and heightened risk of regulatory enforcement action such as public sanctions, restrictions on activities, fines and reputational damage.

For example, significant time and resources are expected to be required to comply with the private fund adviser rules that the SEC adopted on August 23, 2023, including costs related to reporting and disclosures to investors.

Any of the foregoing could lead to further regulatory uncertainty, particularly regarding those rules that are currently (or in the future may become) subject to legal challenge from private fund industry groups and others, result in changes to our operations and could materially impact our products and/or their investments, including by causing us to incur additional expenses.

Other Regulators;

Self-Regulatory Organizations

In addition to the SEC regulatory oversight we are subject to under the Investment Company Act and the Advisers Act, there are a number of other regulatory bodies that have or could potentially have jurisdiction to regulate our business activities.

Blue Owl Securities is registered as a broker-dealer with the SEC, which maintains registrations in many states, and is a member of Financial Industry Regulatory Authority, Inc.

There are a number of other regulatory bodies that have or could potentially have jurisdiction to regulate our business activities, including non-U.S.

regulators with jurisdiction over our non-U.S.

Blue Owl Securities is registered as a broker-dealer with the SEC, which maintains registrations in many states, and is a member of FINRA.

As a broker-dealer, Blue Owl Securities is subject to regulation and oversight by the SEC and state securities regulators.

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As a registered broker-dealer and member of a self-regulatory organization, Blue Owl Securities is, however, subject to the Rule 15c3-1 of the Exchange Act, which specifies the minimum level of net capital a broker-dealer must maintain and also requires that a significant part of a broker-dealer’s assets be kept in relatively liquid form.

Blue Owl Capital UK Limited (“Blue Owl UK”) is an entity organized and operating in the U.K.

whose employees assist in the marketing and distribution of Blue Owl funds in Europe, the Middle East, and Africa.

Blue Owl Capital HK Limited (“Blue Owl HK”) is an entity organized and operating in Hong Kong whose employees together with the employees of Blue Owl Capital Singapore Pte.

(“Blue Owl Singapore”), an entity organized and operating in Singapore, assist in the marketing and distribution of Blue Owl products in the Asia-Pacific region.

Blue Owl HK is registered with the Hong Kong Securities & Futures Commission.

Blue Owl Capital Canada ULC (“Blue Owl Canada”) is an entity organized and operating in Canada whose employees assist in the marketing and distribution of Blue Owl funds in Canada.

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-K

Item 1. Business