What changed in this filing

/stocks — the workspaceLOADING

Item 5. Other Information

2024-11-06 compared with 2024-08-01 · 321 added, 210 removed, 864 unchanged (38% of the section changed)

1 unchanged sentence

Rule 10b5-1 Trading Plans

During the fiscal quarter ended June 30, 2024, 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.”

During the fiscal quarter ended September 30, 2024, 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.”

See Exhibit Index on the following page.

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

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)

Fifth Supplemental Indenture dated as of April 18, 2024 among Blue Owl Finance LLC, as issuer, the guarantors named therein and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.5 of Blue Owl Capital Inc.

Current Report on Form 8-K filed on April 18, 2024)

Indenture dated as of April 18, 2024 among Blue Owl Finance LLC, as issuer, 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 April 18, 2024)

First Supplemental Indenture dated as of April 18, 2024 among Blue Owl Finance LLC, as issuer, the guarantors named therein and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.2 of Blue Owl Capital Inc.

Current Report on Form 8-K filed on April 18, 2024)

Form of 6.250% Senior Note due 2034 (incorporated by reference to Exhibit 4.3 of Blue Owl Capital Inc.

Current Report on Form 8-K filed on April 18, 2024)

Registration Rights and Lock-Up Agreement, dated as of July 1, 2024, by and among Blue Owl Capital Inc., Makena Strategic Opportunities Fund — KH, LLC, KIS Holdings Ltd., KIS Participation LP, Kuvare Insurance Services LLC and other sellers party thereto

Amended and Restated Blue Owl Capital Inc.

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

Current Report on Form 8-K/A filed on June 20, 2024)

Registration Rights Agreement, dated as of April 18, 2024 among Blue Owl Finance LLC, as issuer, the guarantors named therein, BofA Securities, Inc.

and Goldman Sachs & Co.

LLC, as representatives of the initial purchasers and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 10.1 of Blue Owl Capital Inc.

Current Report on Form 8-K filed on April 18, 2024)

Registration Rights Agreement, dated as of June 6, 2024 among Blue Owl Finance LLC, as issuer, the guarantors named therein, and Goldman Sachs & Co.

LLC and BofA Securities, Inc., as representatives of the initial purchasers (incorporated by reference to Exhibit 10.1 of Blue Owl Capital Inc.

Registration Rights and Lock-Up Agreement, dated July 1, 2024, by and among Blue Owl Capital Inc., Makena Strategic Opportunities Fund -- KH, LLC, KIS Holdings Ltd., KIS Participation LP, Kuvare Insurance Services LLC and other sellers party thereto (incorporated by reference to Exhibit 4.1 of Blue Owl Capital Inc.

Current Report on Form 8-K filed on July 2, 2024)

Indenture dated as of June 10, 2021 among Blue Owl Finance LLC, as issuer, 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)

First Amendment to Amended and Restated Investor Rights Agreement, dated as of June 13, 2024 among Blue Owl Capital Inc.

and the other parties thereto

Sixth Supplemental Indenture, dated as of September 10, 2024, among Blue Owl Finance LLC, as issuer, the guarantors named therein and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.2 of Blue Owl Capital Inc.

Current Report on Form 8-K filed on September 10, 2024)

Second Amendment to the Amended and Restated Credit Agreement, dated as of July 23, 2024, by and among Blue Owl Finance LLC, the guarantors party thereto, the several banks and other financial institutions or entities party thereto and MUFG Bank, Ltd.

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

Exhibit Number Description

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

(i) the Consolidated Statements of Financial Condition as of June 30, 2024 and December 31, 2023, (ii) the Consolidated Statements of Operations for the three and six months ended June 30, 2024 and 2023, (iii) the Consolidated Statements of Changes in Stockholders’ Equity for the three and six months ended June 30, 2024 and 2023, (iv) the Consolidated Statements of Cash Flows for the six months ended June 30, 2024 and 2023 and (v) the Notes to the Consolidated Financial Statements

(i) the Consolidated Statements of Financial Condition as of September 30, 2024 and December 31, 2023, (ii) the Consolidated Statements of Operations for the three and nine months ended September 30, 2024 and 2023, (iii) the Consolidated Statements of Changes in Stockholders’ Equity for the three and nine months ended September 30, 2024 and 2023, (iv) the Consolidated Statements of Cash Flows for the nine months ended September 30, 2024 and 2023 and (v) the Notes to the Consolidated Financial Statements

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

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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 1, 2024

November 6, 2024

Blue Owl Capital Inc.

3 unchanged sentences

INDEX TO FINANCIAL STATEMENTS

Consolidated Statements of Financial Condition as of June 30, 2024 and December 31, 2023

Consolidated Statements of Operations for the three and six months ended June 30, 2024 and 2023

Consolidated Statements of Changes in Stockholders’ Equity for the three and six months ended June 30, 2024 and 2023

Consolidated Statements of Cash Flows for the six months ended June 30, 2024 and 2023

Consolidated Statements of Financial Condition as of September 30, 2024 and December 31, 2023

Consolidated Statements of Operations for the three and nine months ended September 30, 2024 and 2023

Consolidated Statements of Changes in Stockholders’ Equity for the three and nine months ended September 30, 2024 and 2023

Consolidated Statements of Cash Flows for the nine months ended September 30, 2024 and 2023

Notes to Consolidated Financial Statements F- 7

2 unchanged sentences

(Dollars in Thousands, Except Per Share Data)

September 30,

2024 December 31,

36 unchanged sentences

(Dollars in Thousands, Except Per Share Data)

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

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

8 unchanged sentences

Total Expenses 461,110 336,185 1,196,139 1,036,508

Net gains on investments 2,624 3,030 5,797 3,642

Net gains (losses) on investments 3,748 ( 1,227 ) 9,545 2,415

Interest and dividend income 12,213 5,686 30,755 16,081

22 unchanged sentences

(Dollars in Thousands, Except Per Share Data)

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

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

3 unchanged sentences

Class A Shares issued in connection with Prima Acquisition — — 1 —

Class A Shares issued in connection with Kuvare Acquisition 2 — 2 —

Class C Shares and Common Units exchanged for Class A Shares 1 1 7 1

3 unchanged sentences

Settlement of Oak Street Earnout Securities — — 1 1

Common Units issued in connection with Prima Acquisition 1 — 1 —

Common Units and Class C Shares issued in connection with Prima Acquisition — — 1 —

Common Units and Class C Shares issued in connection with Atalaya Acquisition 2 — 2 —

Class C Shares and Common Units exchanged for Class A Shares ( 1 ) — ( 7 ) ( 1 )

Shares delivered on vested Common Units 1 — 1 —

Class D Shares exchanged for Class C Shares — 1 — 1

Ending Balance $ 61 $ 64 $ 61 $ 64

1 unchanged sentence

Beginning balance $ 32 $ 32 $ 32 $ 32

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

Ending Balance $ 31 $ 32 $ 31 $ 32

1 unchanged sentence

Beginning balance $ 2,729,472 $ 2,359,830 $ 2,410,982 $ 2,293,903

Offering costs related to shares issued in connection with acquisitions ( 245 ) — ( 245 ) —

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

5 unchanged sentences

Class A Shares issued in connection with Prima Acquisition — — 109,827 —

Class A Shares issued in connection with Kuvare Acquisition 417,466 — 417,466 —

Ending Balance $ 3,057,762 $ 2,378,799 $ 3,057,762 $ 2,378,799

6 unchanged sentences

$ 2,003,755 $ 1,541,815 $ 2,003,755 $ 1,541,815

Blue Owl Capital Inc.

Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)

(Dollars in Thousands, Except Per Share Data)

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Stockholders’ Equity Attributable to Noncontrolling Interests

5 unchanged sentences

Reallocation between additional paid-in capital and noncontrolling interests due to changes in Blue Owl Operating Group ownership 67,064 ( 8,477 ) ( 168,801 ) ( 82,727 )

Common Units issued in connection with Prima Acquisition 27,195 — 27,195 —

Common Units and Class C Shares issued in connection with Prima Acquisition — — 27,195 —

Common Units and Class C Shares issued in connection with Atalaya Acquisition 385,108 — 385,108 —

Comprehensive income 69,519 48,402 260,550 103,299

2 unchanged sentences

Cash Dividends Paid per Class A Share $ 0.18 $ 0.14 $ 0.50 $ 0.41

Blue Owl Capital Inc.

Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)

(Dollars in Thousands, Except Per Share Data)

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

2024 2023 2024 2023

Number of Class A Shares

2 unchanged sentences

Class A Shares issued in connection with Prima Acquisition — — 6,352,047 —

Class A Shares issued in connection with Kuvare Acquisition 23,519,636 — 23,519,636 —

Class C Shares and Common Units exchanged for Class A Shares 4,085,924 543,557 68,201,817 9,462,950

3 unchanged sentences

Beginning balance 586,663,972 633,520,277 632,486,822 629,402,505

Common Units issued in connection with Prima Acquisition 1,572,883 — 1,572,883 —

Common Units and Class C Shares issued in connection with Prima Acquisition — — 1,572,883 —

Common Units and Class C Shares issued in connection with Atalaya Acquisition 20,016,013 — 20,016,013 —

Class C Shares and Common Units exchanged for Class A Shares ( 4,085,924 ) ( 543,557 ) ( 68,201,817 ) ( 9,462,950 )

Shares delivered on vested Common Units 8,650,162 1,046,973 12,333,157 1,046,973

Class D Shares exchanged for Class C Shares 1,730,000 1,370,000 1,730,000 1,370,000

Settlement of Oak Street Earnout Units — — 13,037,165 13,037,165

3 unchanged sentences

Class D Shares and Common Units exchanged for Class A Shares ( 1,838,539 ) — ( 3,244,214 ) —

Class D Shares exchanged for Class C Shares ( 1,730,000 ) ( 1,370,000 ) ( 1,730,000 ) ( 1,370,000 )

Ending Balance 312,115,409 317,762,127 312,115,409 317,762,127

3 unchanged sentences

(Dollars in Thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

Cash Flows from Operating Activities

18 unchanged sentences

Accounts payable, accrued expenses and other liabilities 40,649 9,792

Net Cash Provided by Operating Activities 349,541 359,094

Net Cash (Used in) Provided by Operating Activities 675,536 640,796

Cash Flows from Investing Activities

3 unchanged sentences

Cash consideration paid for acquisitions, net of cash acquired ( 435,410 ) ( 26,245 )

Net Cash Used in Investing Activities ( 150,021 ) ( 56,896 )

Net Cash (Used in) Provided by Investing Activities ( 591,865 ) ( 94,110 )

Cash Flows from Financing Activities

Offering costs related to the Acquisitions ( 245 ) —

Proceeds from debt obligations 2,040,000 819,800

18 unchanged sentences

Notes to Consolidated Financial Statements (Unaudited)

June 30, 2024

September 30, 2024

Blue Owl Capital Inc.

18 unchanged sentences

Prima Acquisition

On June 6, 2024, the Company completed its acquisition of Prima Capital Advisors Holdings LLC (“Prima”) (the “Prima Acquisition,” and collectively with the Dyal Acquisition, Oak Street Acquisition, Wellfleet Acquisition, Par Four Acquisition and CHI Acquisition, the “Acquisitions”).

On June 6, 2024, the Company completed its acquisition of Prima Capital Advisors Holdings LLC (“Prima”) (the “Prima Acquisition”).

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements (Unaudited)

June 30, 2024

September 30, 2024

KAM Acquisition

On July 1, 2024, the Company completed its acquisition of Kuvare Insurance Services LP (d/b/a Kuvare Asset Management) (“KAM”), a boutique investment management firm focused on providing asset management services to the insurance industry (the “KAM Acquisition”).

Atalaya Acquisition

On September 30, 2024, the Company acquired the rights to investment management agreements, investor relationships, related assets and personnel from Atalaya Capital Management LP (“Atalaya”) and Atalaya’s other investment advisor affiliates and subsidiaries (the “Atalaya Acquisition,” and collectively with the Dyal Acquisition, Oak Street Acquisition, Wellfleet Acquisition, Par Four Acquisition, CHI Acquisition, Prima Acquisition and KAM Acquisition, the “Acquisitions”).

Registrant’s Capital Structure

The following table presents the number of shares of the Registrant, RSUs and warrants that were outstanding as of June 30, 2024:

June 30, 2024

The following table presents the number of shares of the Registrant, RSUs and warrants that were outstanding as of September 30, 2024:

September 30, 2024

Class A Shares 568,254,126

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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 June 30, 2024, 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 September 30, 2024, 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.

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

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

As of June 30, 2024, 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 September 30, 2024, 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.

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

12 unchanged sentences

See Note 10 and the Company’s Annual Report for additional information.

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements (Unaudited)

September 30, 2024

Warrants —The Company has warrants outstanding that were issued in connection with the Business Combination (“Private Placement Warrants”).

1 unchanged sentence

Blue Owl Operating Partnerships’ Capital Structure

The following table presents the interests outstanding of the Blue Owl Operating Group that were outstanding as of June 30, 2024, which interests are collectively referred to as “Blue Owl Operating Group Units”:

Units June 30, 2024

The following table presents the interests outstanding of the Blue Owl Operating Group that were outstanding as of September 30, 2024, which interests are collectively referred to as “Blue Owl Operating Group Units”:

Units September 30, 2024

GP Units 568,254,126

1 unchanged sentence

Incentive Units 26,235,408

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements (Unaudited)

June 30, 2024

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

16 unchanged sentences

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

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements (Unaudited)

September 30, 2024

Share Repurchases and RSUs Withheld for Tax Withholding

3 unchanged sentences

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

There were no repurchases made under the Program during the six months ended June 30, 2024 and 2023.

There were no repurchases made under the Program during the three and nine months ended September 30, 2024 and 2023.

Pursuant to the terms of the Company’s RSU awards, upon the vesting of RSUs to employees, the Company net settles awards to satisfy employee tax withholding obligations.

2 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Number of RSUs withheld to satisfy tax withholding obligations 950,196 542,167 1,951,014 901,113

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements (Unaudited)

June 30, 2024

Acquisitions-Related Earnouts

7 unchanged sentences

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

In connection with the Prima Acquisition, the Company agreed to deliver earnout consideration of up to $ 35.0 million in the form of up to 488,871 Class A Shares and 1,480,732 Common Units and corresponding Class C Shares (collectively the “Prima Earnouts”) upon achieving a certain level of revenue from real estate finance products (the “Prima Triggering Event”).

In connection with the Prima Acquisition, KAM Acquisition and Atalaya Acquisition, the Company agreed to deliver additional consideration to the sellers upon the occurrence of certain triggering events.

See Note 3 for additional information.

2 unchanged sentences

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

See the consolidated statement of stockholders’ equity for these amounts.

See the consolidated statements of changes in stockholders’ equity for these amounts.

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements (Unaudited)

September 30, 2024

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

7 unchanged sentences

These interim Financial Statements should be read in conjunction with the annual report for the year ended December 31, 2023, filed with the SEC on Form 10-K (“Annual Report”).

During the third quarter of 2024, the Company revised certain Credit platform investment strategies presented in Note 9.

Prior period amounts have been reclassified to conform to the current period presentation.

For details about Blue Owl’s significant accounting policies, see Note 2 to the consolidated financial statements in the Company’s Annual Report.

Preferred Equity Investment

The Company has elected the fair value option for its preferred equity investment in Kuvare UK Holdings in order to simplify the accounting for this instrument, and therefore changes in unrealized gains or losses are included in current-period earnings within net gains on investments in the consolidated statements of operations.

The Company has elected the fair value option for its preferred equity investment in Kuvare UK Holdings in order to simplify the accounting for this instrument, and therefore changes in unrealized gains or losses are included in current-period earnings within net gains (losses) on investments in the consolidated statements of operations.

Dividends compound quarterly, are payable when declared, and are included within interest and dividend income in the consolidated statements of operations.

Additional disclosures related to fair value are included in Note 4.

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements (Unaudited)

June 30, 2024

Use of Estimates

9 unchanged sentences

Notes to Consolidated Financial Statements (Unaudited)

June 30, 2024

September 30, 2024

New Accounting Pronouncements

30 unchanged sentences

Notes to Consolidated Financial Statements (Unaudited)

June 30, 2024

September 30, 2024

ACQUISITIONS AND INTANGIBLE ASSETS, NET

Prima Acquisition

The following table presents the consideration and net identifiable assets acquired and goodwill, subject to post-closing adjustments, related to the Prima Acquisition:

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(1) Represents Class A Shares, Common Units and corresponding Class C Shares issued to Prima selling stockholders.

The value of the Common Units was based on the price of the Company’s Class A Shares, as Common Units are exchangeable on a one-to-one basis for Class A Shares.

(2) Includes cash consideration paid for seller-related transaction expenses and indebtedness.

3 unchanged sentences

The acquired investment management agreements had a weighted-average amortization period of 11.4 years from the date of acquisition.

Prima’s results are included in the Company’s consolidated results starting from the date the acquisition closed, June 6, 2024, and such amounts are not material to the Financial Statements.

Prima’s results are included in the Company’s consolidated results starting from the date the acquisition closed, June 6, 2024.

For the three and nine months ended September 30, 2024, the Company’s consolidated results included $ 4.9 million and $ 6.3 million, respectively, of GAAP revenues related to the acquired business.

Given the Company operates through one operating and reportable segment, the impact of the Prima Acquisition to GAAP consolidated net income is not tracked on a standalone basis.

The Company incurred $ 9.3 million of acquisition-related costs, which costs were included within general, administrative and other expenses in the Company’s consolidated statements of operations.

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements (Unaudited)

June 30, 2024

September 30, 2024

Prima Earnouts

In connection with the Prima Acquisition, the sellers are entitled to receive additional consideration of up to $ 35.0 million (the "Prima Earnouts"), based on the performance of the acquired business during the earnout period, which period extends from the closing date to the fourth anniversary of the closing (the "Prima Earnout Period").

Earnout payments are contingent on the acquired business achieving specified revenue milestones during any rolling 12-month period ("LTM Earnout Period") within the Earnout Period (the achievement of any such milestone, a “Prima Triggering Event”);

provided that the first LTM Earnout Period will not occur until after June 6, 2025.

The Prima Earnouts will be settled in Class A Shares and Common Units with corresponding Class C Shares.

KAM Acquisition

The following table presents the consideration and net identifiable assets acquired and goodwill, subject to post-closing adjustments, related to the KAM Acquisition:

(dollars in thousands)

Consideration

Equity consideration (1)

Cash consideration (2)

Earnout consideration (3)

Total Consideration $ 842,221

Net Identifiable Assets Acquired and Goodwill

Assets acquired:

Cash and cash equivalents $ 10,741

Deferred tax assets 1,749

Intangible assets - Investment management agreements 568,000

Other assets, net 8,307

Total assets acquired 588,797

Liabilities assumed:

Accrued compensation 6,180

Deferred tax liabilities 3,364

Accounts payable, accrued expenses and other liabilities 5,121

Total liabilities assumed 14,665

Net Identifiable Assets Acquired $ 574,132

(1) Represents Class A Shares issued to KAM selling stockholders.

(2) Includes cash consideration paid for seller-related transaction expenses and indebtedness.

(3) Represents the fair value of contingent consideration payable to sellers related to the KAM Earnouts.

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

Approximately $ 531.0 million of the goodwill and intangible assets recognized are expected to be deductible by the Blue Owl Operating Partnerships for tax purposes.

The acquired investment management agreements had a weighted-average amortization period of 15.6 years from the date of acquisition.

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements (Unaudited)

September 30, 2024

KAM’s results are included in the Company’s consolidated results starting from the date the acquisition closed, July 1, 2024.

For the three and nine months ended September 30, 2024, the Company’s consolidated results included $ 17.8 million of GAAP revenues related to the acquired business.

Given the Company operates through one operating and reportable segment, the impact of the KAM Acquisition to GAAP consolidated net income is not tracked on a standalone basis.

The Company incurred $ 35.9 million of acquisition-related costs, which costs were included within general, administrative and other expenses in the Company’s consolidated and combined statements of operations.

In connection with the KAM Acquisition, the sellers are entitled to receive additional consideration of up to $ 250.0 million (the "KAM Earnouts"), based on the acquired business achieving specified revenue growth milestones in each of calendar years 2025, 2026 and 2027 (each, a “KAM Earnout Period,” and the achievement of any such milestone, a “KAM Triggering Event”).

The KAM Earnouts will be paid in cash following the conclusion of each respective KAM Earnout Period.

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements (Unaudited)

September 30, 2024

Atalaya Acquisition

The following table presents the consideration and net identifiable assets acquired and goodwill, subject to post-closing adjustments, related to the Atalaya Acquisition:

(dollars in thousands)

Consideration (1)

Equity consideration (2)

Cash consideration (3)

Earnout liability (4)

Total Consideration $ 505,774

Net Identifiable Assets Acquired and Goodwill

Assets acquired:

Due from related parties $ 4,510

Intangible assets:

Investment management agreements 360,000

Investor relationships 10,000

Total intangible assets 370,000

Other assets, net 472

Total assets acquired 374,982

Liabilities assumed:

Deferred tax liabilities 4,831

Accounts payable, accrued expenses and other liabilities 2,317

Total liabilities assumed 7,148

Net Identifiable Assets Acquired $ 367,834

(1) A product managed by the Company received 20 % of the consideration presented above as a result of a passive, minority stake it held in the business acquired.

(2) Represents Common Units issued to sellers at fair value, which was based on the price of the Company’s Class A Shares, as Common Units are exchangeable on a one-to-one basis for Class A Shares.

(3) Includes $ 9.8 million of cash consideration paid in October 2024.

(4) Represents the fair value of contingent consideration payable to non-employee sellers related to the Atalaya Earnouts.

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

Approximately $ 100.7 million of the goodwill and intangible assets recognized are expected to be deductible by the Blue Owl Operating Partnerships for tax purposes.

The acquired investment management agreements and investor relationships had a weighted-average amortization period of 13.9 years and 7.2 years, respectively, from the date of acquisition.

Atalaya’s results are included in the Company’s consolidated results starting from the date the acquisition closed, September 30, 2024.

For the three and nine months ended September 30, 2024, the Company’s consolidated results included $ 0.7 million of GAAP revenues related to the acquired business.

Given the Company operates through one operating and reportable segment, the impact of the Atalaya Acquisition to GAAP consolidated net income is not tracked on a standalone basis.

The Company incurred $ 12.5 million of acquisition-related costs, which costs were included within general, administrative and other expenses in the Company’s consolidated and combined statements of operations.

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements (Unaudited)

September 30, 2024

Atalaya Earnouts

In connection with the Atalaya Acquisition, the sellers are entitled to receive additional consideration of up to $ 350.0 million (the "Atalaya Earnouts"), based on the acquired business achieving specified revenue milestones in each of calendar years 2026 and 2028 (the achievement of any such milestone, an “Atalaya Triggering Event”).

The Atalaya Earnouts payments are payable in two equal tranches:

up to $ 175.0 million in 2027 based on 2026 revenues, and up to $ 175.0 million in 2029 based on 2028 revenues.

There is also a catch-up mechanism in place if the 2027 payment is less than $ 175.0 million.

If total payments for the Atalaya Earnouts exceed $ 175.0 million, at least $ 50.0 million (or any remaining unpaid amount) will be reallocated from the Atalaya Earnout to non-seller employees in the form of RSUs.

The Atalaya Earnouts will be paid to sellers in the form of Common Units with corresponding Class C Shares.

Approximately 80 % of these payments will be made to sellers that are subject to ongoing employment arrangements with the Company, and as such, these amounts have been classified as compensation and are being expensed over the expected service period.

The remaining 20 % will be payable to a non-employee seller, and these amounts have been classified as contingent consideration, with the fair value of the obligation presented as an earnout liability in the table above.

Intangible Assets, Net

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

(dollars in thousands) June 30,

(dollars in thousands) September 30,

2024 December 31,

2023 Remaining Weighted-Average Amortization Period as of June 30, 2024

2023 Remaining Weighted-Average Amortization Period as of September 30, 2024

Intangible assets, gross:

7 unchanged sentences

Total Intangible Assets, Net $ 2,974,405 $ 2,110,008

The following table presents expected future amortization of finite-lived intangible assets as of June 30, 2024:

The following table presents expected future amortization of finite-lived intangible assets as of September 30, 2024:

(dollars in thousands)

Period Amortization

July 1, 2024 to December 31, 2024 $ 117,763

October 1, 2024 to December 31, 2024 $ 76,490

Thereafter 1,778,850

Total $ 2,974,405

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements (Unaudited)

September 30, 2024

Pro Forma Financial Information

Unaudited pro forma revenues were $ 623.9 million and $ 474.9 million for the three months ended September 30, 2024 and 2023, and $ 1.8 billion and $ 1.4 billion for the nine months ended September 30, 2024 and 2023, respectively.

Unaudited pro forma consolidated net income attributable to Class A stockholders was $ 29.9 million and $ 14.8 million for the three months ended September 30, 2024 and 2023, respectively, and $ 88.8 million and $ 34.9 million for the nine months ended September 30, 2024 and 2023, respectively.

This pro forma financial information was computed by combining the historical financial information of the Company and Prima, KAM and Atalaya as though these acquisitions were consummated on January 1, 2023.

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 pro forma information does not reflect the potential benefits of cost and funding synergies, opportunities to earn additional revenues, or other factors, and therefore does not represent what the actual revenues and net income would have been had the businesses actually been combined as of the dates above.

INVESTMENTS AND FAIR VALUE DISCLOSURES

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

(dollars in thousands) June 30,

(dollars in thousands) September 30,

2024 December 31,

Preferred equity investment, at fair value $ 263,395 $ —

Loans, at amortized cost (includes $ 7,500 and $ 207,500 of investments in the Company’s products, respectively)

Equity investments in the Company’s products, at fair value

111,221 76,258

Equity investments in the Company’s products, equity method 62,491 51,316

Equity investments in the Company’s products, at fair value

Loans, at amortized cost (includes $ 7,500 and $ 207,500 of investments in the Company’s products, respectively)

13,687 214,170

1 unchanged sentence

Total $ 456,222 $ 344,265

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements (Unaudited)

June 30, 2024

Fair Value Measurements Categorized within the Fair Value Hierarchy

11 unchanged sentences

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

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements (Unaudited)

September 30, 2024

• 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 Financial Statements (Unaudited)

June 30, 2024

The tables below summarizes the Company’s assets and liabilities measured at fair value on a recurring basis as of June 30, 2024 and December 31, 2023:

June 30, 2024

The tables below summarizes the Company’s assets and liabilities measured at fair value on a recurring basis as of September 30, 2024 and December 31, 2023:

September 30, 2024

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

22 unchanged sentences

Notes to Consolidated Financial Statements (Unaudited)

June 30, 2024

September 30, 2024

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 and six months ended June 30, 2024 and 2023:

Three Months Ended June 30, 2024 Level III Assets

The following table sets forth a summary of changes in the fair value of the Level III measurements for the three and nine months ended September 30, 2024 and 2023:

Three Months Ended September 30, 2024 Level III Assets

(dollars in thousands) Preferred Equity CLOs Total

Beginning balance $ 253,581 $ 5,915 $ 259,496

Purchases 253,585 3,700 257,285

Net gains (losses) 9,814 ( 487 ) 9,327

1 unchanged sentence

Change in net unrealized gains (losses) on assets still recognized at the reporting date $ 9,814 $ ( 487 ) $ 9,327

Six Months Ended June 30, 2024 Level III Assets

Nine Months Ended September 30, 2024 Level III Assets

(dollars in thousands) Preferred Equity CLOs Total

4 unchanged sentences

Change in net unrealized gains (losses) on assets still recognized at the reporting date $ 9,810 $ ( 793 ) $ 9,017

Three Months Ended June 30, 2023 Level III Assets

Three Months Ended September 30, 2023 Level III Assets

(dollars in thousands) CLOs Total

Beginning balance $ 2,430 $ 2,430

Net gains (losses) ( 248 ) ( 248 )

Net gains 278 278

Ending Balance $ 2,708 $ 2,708

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

Six Months Ended June 30, 2023 Level III Assets

Change in net unrealized gains on assets still recognized at the reporting date $ 278 $ 278

Nine Months Ended September 30, 2023 Level III Assets

(dollars in thousands) CLOs Total

Beginning balance $ 2,843 $ 2,843

Net gains (losses) ( 413 ) ( 413 )

Net losses ( 135 ) ( 135 )

Ending Balance $ 2,708 $ 2,708

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

Change in net unrealized losses on assets still recognized at the reporting date $ ( 135 ) $ ( 135 )

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements (Unaudited)

June 30, 2024

Three Months Ended June 30, 2024 Level III Liabilities

September 30, 2024

Three Months Ended September 30, 2024 Level III Liabilities

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

1 unchanged sentence

Issuances — — 117,000 117,000

Settlements — — ( 5,000 ) ( 5,000 )

Net (gains) losses 2,979 ( 3,050 ) 88 17

Net losses 212 6,300 10,114 16,626

Ending Balance $ 110,502 $ 40,550 $ 150,448 $ 301,500

Change in net unrealized (gains) losses on liabilities still recognized at the reporting date $ 2,979 $ ( 3,050 ) $ 88 $ 17

Six Months Ended June 30, 2024 Level III Liabilities

Change in net unrealized losses on liabilities still recognized at the reporting date $ 212 $ 6,300 $ 10,114 $ 16,626

Nine Months Ended September 30, 2024 Level III Liabilities

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

5 unchanged sentences

Change in net unrealized losses on liabilities still recognized at the reporting date $ 2,851 $ 17,950 $ 10,357 $ 31,158

Three Months Ended June 30, 2023 Level III Liabilities

Three Months Ended September 30, 2023 Level III Liabilities

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

Beginning balance $ 112,830 $ 10,050 $ 88,752 $ 211,632

Settlements — — ( 5,000 ) ( 5,000 )

Net (gains) losses ( 35 ) 2,050 2,007 4,022

1 unchanged sentence

Change in net unrealized (gains) losses on liabilities still recognized at the reporting date $ ( 35 ) $ 2,050 $ 2,007 $ 4,022

Six Months Ended June 30, 2023 Level III Liabilities

Nine Months Ended September 30, 2023 Level III Liabilities

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

1 unchanged sentence

Settlements — — ( 86,250 ) ( 86,250 )

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

Net (gains) losses ( 7,792 ) 3,550 4,939 697

Ending Balance $ 112,795 $ 12,100 $ 90,759 $ 215,654

9 unchanged sentences

Notes to Consolidated Financial Statements (Unaudited)

June 30, 2024

September 30, 2024

Equity Investments in the Company’s Products

15 unchanged sentences

Earnout Liability

As of June 30, 2024, the earnout liability was comprised of the Wellfleet Earnouts and Prima Earnouts.

As of December 31, 2023, the earnout liability was comprised of the Oak Street Cash Earnout and the Wellfleet Earnouts.

The fair value of the Oak Street Cash Earnout was determined using a discounted cash flow model as of December 31, 2023.

The fair value of the Wellfleet Earnouts were determined using a discounted cash flow model.

The fair value of the Prima Earnouts were determined using a Monte Carlo simulation model.

As of September 30, 2024, the earnout liability was comprised of contingent consideration payable for the Wellfleet Earnouts, Prima Earnouts, KAM Earnouts and Atalaya Earnouts.

As of December 31, 2023, the earnout liability was comprised of contingent consideration payable for the Oak Street Cash Earnout and the Wellfleet Earnouts.

The Company uses a Monte Carlo simulation model to value certain earnouts where revenue milestones need to be achieved before a payment is due.

These models consider current progress towards revenue targets, as well as forecasts, to simulate a range of outcomes based on market inputs such as volatility.

For other earnouts, the Company uses a discounted cash flow model, which estimates the present value of future expected cash flows.

The key inputs in this model include the projected cash flows attributable to the respective earnout and the discount rate.

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements (Unaudited)

June 30, 2024

September 30, 2024

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 June 30, 2024:

The following table summarizes the quantitative inputs and assumptions used for the Company’s Level III measurements as of September 30, 2024:

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

5 unchanged sentences

Earnout liability:

Prima Earnouts 18,600 Monte Carlo Simulation Volatility 38 % - 38 % 38 % Increase

Wellfleet Earnouts 4,734 Discounted cash flow Discount Rate 6 % - 6 % 6 % Decrease

145,625 Monte Carlo Simulation Volatility 20 % - 38 % 26 % Increase

4,823 Discounted cash flow Discount Rate 6 % - 6 % 6 % Decrease

Total Liabilities, at Fair Value $ 301,500

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements (Unaudited)

June 30, 2024

The following table summarizes the quantitative inputs and assumptions used for the Company’s Level III measurements as of December 31, 2023:

3 unchanged sentences

Warrant liability 22,600 Monte Carlo Simulation Volatility 31 % - 31 % 31 % Increase

Earnout liability:

Oak Street Earnouts 82,875 Discounted cash flow Discount Rate 16 % - 16 % 16 % Decrease

Wellfleet Earnouts 9,244 Discounted cash flow Discount Rate 6 % - 6 % 6 % Decrease

Earnout liability 92,119 Discounted cash flow Discount Rate 6 % - 16 % 15 % Decrease

Total Liabilities, at Fair Value $ 231,117

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements (Unaudited)

September 30, 2024

Fair Value of Other Financial Instruments

As of June 30, 2024, the fair value of the Company’s debt obligations was approximately $ 2.3 billion compared to a carrying value of $ 2.5 billion, of which $ 2.2 billion of the fair value would have been categorized as Level II within the fair value hierarchy and the remainder as Level III.

As of September 30, 2024, the fair value of the Company’s debt obligations was approximately $ 2.4 billion compared to a carrying value of $ 2.5 billion, of which $ 2.3 billion of the fair value would have been categorized as Level II within the fair value hierarchy and the remainder as Level III.

As of December 31, 2023, the fair value of the Company’s debt obligations was approximately $ 1.4 billion compared to a carrying value of $ 1.7 billion, of which $ 1.2 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, 2024 and December 31, 2023, respectively, and such fair value measurements are categorized as Level III within the fair value hierarchy.

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 September 30, 2024 and December 31, 2023, respectively, and such fair value measurements are categorized as Level III within the fair value hierarchy.

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

2 unchanged sentences

(dollars in thousands) Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

Lease Cost 2024 2023 2024 2023

2 unchanged sentences

Net Lease Cost $ 10,136 $ 10,060 $ 31,196 $ 27,514

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements (Unaudited)

June 30, 2024

(dollars in thousands) Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

Supplemental Lease Cash Flow Information 2024 2023 2024 2023

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

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

Operating cash flows for operating leases (1)

2 unchanged sentences

Operating leases $ 9,938 $ 1,361 $ 33,430 $ 79,150

(1) The amount presented above for the three and six months ended June 30, 2024, includes $ 0.7 million and $ 15.4 million of tenant improvement allowances received from the lessor, respectively.

Lease Term and Discount Rate June 30, 2024 December 31, 2023

(1) The amount presented above for the three and nine months ended September 30, 2024, includes $ 3.1 million and $ 18.6 million of tenant improvement allowances received from the lessor, respectively.

Lease Term and Discount Rate September 30, 2024 December 31, 2023

Weighted-average remaining lease term:

2 unchanged sentences

Operating leases 5.6 % 5.4 %

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements (Unaudited)

September 30, 2024

(dollars in thousands)

Future Maturity of Operating Lease Payments Operating Leases

July 1, 2024 to December 31, 2024 $ 10,535

October 1, 2024 to December 31, 2024 $ 2,009

Thereafter 331,170

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 $ 13.3 million related to leases that have not commenced that were entered into as of June 30, 2024.

The Company has future operating lease payments of approximately $ 0.4 million related to leases that have not commenced that were entered into as of September 30, 2024.

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

These operating lease payments are anticipated to commence in the third quarter of 2024 and continue for approximately 8 years.

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements (Unaudited)

June 30, 2024

These operating lease payments are anticipated to commence in the fourth quarter of 2024 and continue for approximately 2 years.

OTHER ASSETS, NET

(dollars in thousands) June 30,

(dollars in thousands) September 30,

2024 December 31,

10 unchanged sentences

Total $ 256,899 $ 187,455

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements (Unaudited)

September 30, 2024

DEBT OBLIGATIONS, NET

The following tables summarize outstanding debt obligations of the Company.

June 30, 2024

Such descriptions do not give recognition to the impact of the Exchange Offers (as defined below):

September 30, 2024

(dollars in thousands) Maturity

18 unchanged sentences

Total $ 3,059,800 $ 1,714,800 $ 1,338,300 $ 1,681,241

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements (Unaudited)

June 30, 2024

On April 18, 2024 and June 6, 2024, the Company, through its indirect subsidiary, Blue Owl Finance LLC, issued $ 1.0 billion aggregate principal amount of 6.250 % Senior Notes due 2034 (the “2034 Notes”).

On April 18, 2024 and June 6, 2024, the Company, through its indirect subsidiary, Blue Owl Finance LLC (the “Issuer”), issued $ 1.0 billion aggregate principal amount of 6.250 % Senior Notes due 2034 (the “2034 Notes”).

The 2034 Notes bear interest at a rate of 6.250 % per annum and mature on April 18, 2034.

6 unchanged sentences

The 2034 Notes also provide for customary events of default and acceleration.

In connection with the issuance of the 2034 Notes, the Registrant and certain other subsidiaries were added as guarantors to the 2028 Notes, 2031 Notes, 2032 Notes and 2051 Notes.

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements (Unaudited)

September 30, 2024

Revolving Credit Facility

3 unchanged sentences

The Company is subject to an undrawn commitment fee rate of 0.08 % to 0.2 % of the daily amount of available revolving commitment.

There was no balance outstanding under the Revolving Credit Facility as of June 30, 2024.

The borrowing rate for the balance outstanding under the Revolving Credit Facility as of December 31, 2023 was 6.96 % .

The borrowing rates for balances outstanding under the Revolving Credit Facility as of September 30, 2024 and December 31, 2023 were 8.75 % and 6.96 %, respectively.

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.

7 unchanged sentences

Notes to Consolidated Financial Statements (Unaudited)

June 30, 2024

During the six months ended June 30, 2024, the Company made a TRA payment of $ 28.2 million (including $ 2.8 million to related parties).

The table below presents management’s estimate as of June 30, 2024, 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.

September 30, 2024

During the nine months ended September 30, 2024, the Company made a TRA payment of $ 28.2 million (including $ 2.8 million to related parties).

The table below presents management’s estimate as of September 30, 2024, 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

July 1, 2024 to December 31, 2024 $ —

October 1, 2024 to December 31, 2024 $ —

Thereafter 1,004,965

3 unchanged sentences

Unfunded Product Commitments

As of June 30, 2024, the Company had unfunded investment commitments to its products of $ 57.0 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 September 30, 2024, the Company had unfunded investment commitments to its products of $ 54.5 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.

Indemnification and Guarantee Arrangements

1 unchanged sentence

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 June 30, 2024, the Company has not had prior claims or losses pursuant to these arrangements.

As of September 30, 2024, 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.

2 unchanged sentences

Notes to Consolidated Financial Statements (Unaudited)

June 30, 2024

September 30, 2024

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

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(dollars in thousands) 2024 2023 2024 2023

Credit Platform

Diversified lending $ 208,010 $ 155,086 $ 400,388 $ 301,181

Technology lending 61,428 48,097 120,638 95,787

First lien lending 3,410 4,748 7,513 9,233

Opportunistic lending 2,398 2,475 4,783 4,875

Direct lending $ 296,974 $ 219,297 $ 830,296 $ 630,373

Alternative credit 671 — 671 —

Investment grade credit 13,260 — 13,260 —

Liquid credit 7,750 6,590 21,285 20,244

14 unchanged sentences

Net lease 41,246 32,987 123,433 89,386

Real estate finance 1,356 — 1,356 —

Real estate credit 8,459 — 9,815 —

Management Fees, Net 49,705 32,987 133,248 89,386

5 unchanged sentences

Notes to Consolidated Financial Statements (Unaudited)

June 30, 2024

September 30, 2024

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

2 unchanged sentences

The entire change in unearned management fees shown below relates to amounts recognized as revenues in the current year period.

Management fees, performance revenues 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 statements of financial condition.

Six Months Ended June 30,

Management fees are primarily included within due from related parties and a portion is also included within other assets in the Company’s consolidated statements of financial condition.

Performance revenues 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 statements of financial condition.

Nine Months Ended

September 30,

(dollars in thousands) 2024 2023

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 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.

Six Months Ended June 30,

Nine Months Ended

September 30,

(dollars in thousands) 2024 2023

4 unchanged sentences

Notes to Consolidated Financial Statements (Unaudited)

June 30, 2024

September 30, 2024

EQUITY-BASED COMPENSATION

2 unchanged sentences

Equity-based compensation awards are generally subject to a three to five-year requisite service period, although certain grants are immediately vested at grant.

The total number of Class A Shares and Blue Owl Operating Group Units, collectively, that may be issued under the A&R 2021 Equity Incentive Plan is 171,930,614 , of which 86,707,449 remain available as of June 30, 2024.

The total number of Class A Shares and Blue Owl Operating Group Units, collectively, that may be issued under the A&R 2021 Equity Incentive Plan is 171,930,614 , of which 84,303,798 remain available as of September 30, 2024.

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 A&R 2021 Equity Incentive Plan.

1 unchanged sentence

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(dollars in thousands) 2024 2023 2024 2023

14 unchanged sentences

Notes to Consolidated Financial Statements (Unaudited)

June 30, 2024

September 30, 2024

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 UBT.

The Company had an effective tax rate of 11.6 % for the three and six months ended June 30, 2024, respectively, and 13.7 % and 13.5 % for the three and six months ended June 30, 2023, respectively.

The Company had an effective tax rate of 11.4 % and 11.6 % for the three and nine months ended September 30, 2024, respectively, and 14.4 % and 13.9 % for the three and nine months ended September 30, 2023, 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 June 30, 2024, the Company has not recorded any valuation allowances.

As of September 30, 2024, 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.

4 unchanged sentences

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

See the Company’s consolidated statements of stockholders’ equity for these amounts.

See the Company’s consolidated statements of changes in stockholders’ equity for these amounts.

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements (Unaudited)

June 30, 2024

September 30, 2024

EARNINGS PER SHARE

10 unchanged sentences

Excluded Treasury stock method

Compensation-classified Wellfleet Earnout Shares (3)

Excluded Excluded

Contingent consideration-classified Wellfleet Earnout Shares (3)

Wellfleet Earnout Shares (3)

Excluded Excluded

10 unchanged sentences

If-converted method (for earnouts issuable in Common Units)

Atalaya Earnouts (7)

Excluded Contingently issuable shares

If-converted method

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

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

These vested RSUs totaled 12,082,140 and 12,090,379 for the three and six months ended June 30, 2024, and 10,645,848 and 10,690,912 for the three and six months ended June 30, 2023.

These vested RSUs totaled 11,700,172 and 11,959,362 for the three and nine months ended September 30, 2024, and 11,393,389 and 10,927,643 for the three and nine months ended September 30, 2023.

(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 for the period.

(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 per share for three and six months ended June 30, 2024 and 2023.

As a result of the modification, Wellfleet Earnout Shares are excluded from basic and diluted earnings per share for three and nine months ended September 30, 2024 and 2023.

(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) The Second Oak Street Earnouts and the First Oak Street Earnouts were settled as common units during the three months ended March 31, 2024 and 2023, respectively.

As of June 30, 2023, the Oak Street Triggering Events with respect to the Second Oak Street Earnout Units had not occurred nor were 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 per share for the three and six months ended June 30, 2023.

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 per share for the three and six months ended June 30, 2023.

(6) As of June 30, 2024, the Prima Triggering Event with respect to the Prima Earnouts had not occurred nor are these earnouts issuable by the Registrant, and therefore such earnouts have not been included in the calculation of basic earnings per share for the three and six months ended June 30, 2024.

Had June 30, 2024 also been the end of the contingency period for the Prima Earnouts, the Prima Triggering Event would have not occurred and therefore the Prima Earnouts have not been included in the calculation of diluted earnings per share for the three and six months ended June 30, 2024.

As of September 30, 2023, the Oak Street Triggering Events with respect to the Second Oak Street Earnout Units had not occurred nor were 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 per share for the three and nine months ended September 30, 2023.

However, had September 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 per share for the three and nine months ended September 30, 2023.

(6) As of September 30, 2024, the Prima Triggering Event with respect to the Prima Earnouts had not occurred nor are these earnouts issuable by the Registrant, and therefore such earnouts have not been included in the calculation of basic earnings per share for the three and nine months ended September 30, 2024.

Had September 30, 2024 also been the end of the contingency period for the Prima Earnouts, the Prima Triggering Event would have not occurred and therefore the Prima Earnouts have not been included in the calculation of diluted earnings per share for the three and nine months ended September 30, 2024.

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements (Unaudited)

June 30, 2024

Three Months Ended June 30, 2024 Net Income

September 30, 2024

(7) As of September 30, 2024, the Atalaya Triggering Event with respect to the Atalaya Earnouts had not occurred nor are these earnouts issuable by the Registrant, and therefore such earnouts have not been included in the calculation of basic earnings per share for the three and nine months ended September 30, 2024.

Had September 30, 2024 also been the end of the contingency period for the Atalaya Earnouts, the Atalaya Triggering Event would have not occurred and therefore the Atalaya Earnouts have not been included in the calculation of diluted earnings per share for the three and nine months ended September 30, 2024.

Three Months Ended September 30, 2024 Net Income

Attributable to

10 unchanged sentences

Diluted $ 66,413 1,491,724,950 $ 0.04

Six Months Ended June 30, 2024 Net Income

Nine Months Ended September 30, 2024 Net Income

Attributable to

12 unchanged sentences

Notes to Consolidated Financial Statements (Unaudited)

June 30, 2024

Three Months Ended June 30, 2023 Net Income Attributable to

September 30, 2024

Three Months Ended September 30, 2023 Net Income Attributable to

Class A Shares Weighted-Average Class A Shares Outstanding Earnings Per

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Diluted $ 14,446 482,573,913 $ 0.03

Six Months Ended June 30, 2023 Net Income Attributable to

Nine Months Ended September 30, 2023 Net Income Attributable to

Class A Shares Weighted-Average Class A Shares Outstanding Earnings Per

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

(dollars in thousands) June 30,

(dollars in thousands) September 30,

2024 December 31,

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Notes to Consolidated Financial Statements (Unaudited)

June 30, 2024

September 30, 2024

Administrative Fees

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

These administrative fees are included within administrative, transaction and other fees on the consolidated statements of operations and totaled $ 23.9 million and $ 47.9 million for the three and six months ended June 30, 2024, respectively, and $ 14.4 million and $ 28.2 million for the three and six months ended June 30, 2023, respectively.

These administrative fees are included within administrative, transaction and other fees on the consolidated statements of operations and totaled $ 26.5 million and $ 74.4 million for the three and nine months ended September 30, 2024, respectively, and $ 15.8 million and $ 44.0 million for the three and nine months ended September 30, 2023, 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 statements of operations and totaled $ 20.2 million and $ 36.9 million for the three and six months ended June 30, 2024, respectively, and $ 10.2 million and $ 19.0 million for the three and six months ended June 30, 2023, respectively.

These dealer manager revenues are included within administrative, transaction and other fees on the consolidated statements of operations and totaled $ 21.6 million and $ 58.5 million for the three and nine months ended September 30, 2024, respectively, and $ 12.2 million and $ 31.2 million for the three and nine months ended September 30, 2023, 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 statements of operations.

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

The Company recorded net expenses (recoveries) related to these arrangements of $( 6.0 ) million and $( 7.8 ) million for the three and six months ended June 30, 2024 respectively, and $( 3.1 ) million and $( 5.0 ) million for the three and six months ended June 30, 2023, respectively.

The Company recorded net expenses (recoveries) related to these arrangements of $( 3.8 ) million and $( 11.6 ) million for the three and nine months ended September 30, 2024 respectively, and $( 0.8 ) million and $( 5.8 ) million for the three and nine months ended September 30, 2023, respectively.

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

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

The Company recorded expenses for these aircraft reimbursements of $ 0.8 million and $ 1.7 million for the three and six months ended June 30, 2024, respectively, and $ 0.5 million and $ 1.4 million for the three and six months ended June 30, 2023, respectively.

The Company recorded expenses for these aircraft reimbursements of $ 0.6 million and $ 2.3 million for the three and nine months ended September 30, 2024, respectively, and $ 0.9 million and $ 2.3 million for the three and nine months ended September 30, 2023, respectively.

Promissory Notes

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On November 9, 2023, the promissory note was amended to maintain the total borrowing capacity of $ 250.0 million upon repayment of borrowings and established a maturity date of June 30, 2024.

The promissory note bears interest at a rate of SOFR plus 1.55 %, subject to change based on credit rating and leverage ratio.

As of June 30, 2024, this promissory note was fully repaid, and the Company recorded $ 1.9 million and $ 5.4 million of interest income for the three and six months ended June 30, 2024, respectively.

As of June 30, 2023, $ 250.0 million was outstanding under this 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.

As of June 30, 2024, this promissory note was fully repaid.

The promissory note bore interest at a rate of SOFR plus 1.55 %, subject to change based on credit rating and leverage ratio.

The Company recorded $ 5.4 million of interest income for the nine months ended September 30, 2024.

As of September 30, 2023, $ 225.0 million was outstanding under this promissory note and the Company recorded $ 4.4 million and $ 12.8 million of interest income for the three and nine months ended September 30, 2023, respectively.

Interest was payable monthly in arrears and settled in cash or equity in the related product.

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements (Unaudited)

September 30, 2024

On November 15, 2022, the Company entered into an 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.

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Any unpaid principal balance and unpaid accrued interest may be prepaid in full or in part any time prior to maturity in January 2026.

As of June 30, 2024, $ 7.5 million was outstanding under this promissory note and the Company recorded $ 0.2 million and $ 0.4 million of interest income for the three and six months ended June 30, 2024, respectively.

As of June 30, 2023, $ 7.5 million was outstanding under this 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.

Blue Owl Capital Inc.

Notes to Consolidated Financial Statements (Unaudited)

June 30, 2024

As of September 30, 2024, $ 7.5 million was outstanding under this promissory note and the Company recorded $ 0.2 million and $ 0.6 million of interest income for the three and nine months ended September 30, 2024, respectively.

As of September 30, 2023, $ 7.5 million was outstanding under this promissory note and the Company recorded $ 0.2 million and $ 0.5 million of interest income for the three and nine months ended September 30, 2023, respectively.

SUBSEQUENT EVENTS

On August 1, 2024, the Company announced a cash dividend of $ 0.18 per Class A Share.

The dividend is payable on August 30, 2024, to holders of record as of the close of business on August 21, 2024.

On July 1, 2024, the Company acquired Kuvare Insurance Services LP (dba Kuvare Asset Management), a boutique investment management firm focused on providing asset management services to the insurance industry, including Kuvare UK Holdings (“Kuvare”), for $ 750 million (the “KAM Acquisition”).

The Company funded the KAM Acquisition through a combination of $ 325 million in cash and $ 425 million in Blue Owl Class A common stock.

In addition, there is potential for up to a $ 250 million earnout subject to certain adjustments and achievements of future revenue targets.

On July 16, 2024, the Company announced its entry into an agreement to acquire substantially all of the assets of Atalaya Capital Management LP (“Atalaya”), Atalaya Capital Leasing LLC and Atalaya’s other investment advisor affiliates and subsidiaries (the “Atalaya Acquisition”) for $ 450 million.

The Company will fund the Atalaya Acquisition through a combination of $ 350 million in Class A Shares, Common Units and corresponding Class C Shares and $ 100 million in cash, subject to certain closing consideration adjustments.

Additionally, subject to achievement of certain revenue targets, the Company will deliver earnout consideration in the form of Common Units and Class C Shares representing an aggregate value of up to approximately $ 350 million.

The Atalaya Acquisition is expected to close in the second half of 2024 and remains subject to customary regulatory approvals and other closing conditions.

On October 31, 2024, the Company announced a cash dividend of $ 0.18 per Class A Share.

The dividend is payable on November 22, 2024, to holders of record as of the close of business on November 11, 2024.

On October 7, 2024, the Company announced its entry into a definitive agreement to acquire substantially all of the assets of IPI Partners, LLC (the “IPI Acquisition”), a joint venture between an affiliate of ICONIQ Capital, LLC (“ICONIQ”) and an affiliate of Iron Point Partners.

The aggregate consideration for the IPI Acquisition will be approximately $ 1.0 billion.

The Company will fund the IPI Acquisition through a combination of approximately $ 788.6 million in Common Units and corresponding Class C Shares and approximately $ 203.8 million in cash, subject to certain closing consideration adjustments.

In addition, in connection with the IPI A cquisition, the Company will enter into a services agreement with ICONIQ (the “Services Agreement”), pursuant to which ICONIQ will provide certain services, including investment analysis and investor relations services to the Company or its subsidiaries.

Under the terms of the Services Agreement , in 2026 the Company expects to issue 14,175,000 Incentive Units, subject to future targets.

The Company also expects to issue in 2027 or 2028 a meaningful amount of additional Incentive Units pursuant to the Services Agreement, subject to the achievement of certain future targets.

The Incentive Units will be fully vested upon issuance.

The IPI Acquisition is expected to close in the fourth quarter of 2024 or first quarter of 2025, subject to certain closing conditions including third party consents.

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