Form 424B3 Owl Rock Core Income

Form 424B3 Owl Rock Core Income

Sign up for StreetInsider Free!

Sign up for StreetInsider Free!

Create E-mail Alert Related Categories

You May Also Be Interested In

Create E-mail Alert Related Categories

Free News Feed

Article

August 15, 2022 5:32 PM EDT

E-mail

Filed pursuant to Rule 424(b)(3)

File No. 333-260122

LOGO

Owl Rock Core Income Corp.

Supplement No. 4 dated August 15, 2022

Prospectus dated January 7, 2022

This supplement contains information that amends, supplements or modifies certain information contained in the accompanying prospectus of Owl Rock Core Income Corp. dated January 7, 2022, as amended and supplemented (the “Prospectus”), and is part of, and should be read in conjunction with, the Prospectus. The Prospectus has been filed with the U.S. Securities and Exchange Commission, and is available free of charge at www.sec.gov or by calling (212) 419-3000. Capitalized terms used in this supplement have the same meanings as in the Prospectus, unless otherwise stated herein.

Before investing in shares of our common stock, you should read carefully the Prospectus and this supplement and consider carefully our investment objective, risks, charges and expenses. You should also carefully consider the “Risk Factors” beginning on page 36 of the Prospectus before you decide to invest in our common stock.

RECENT DEVELOPMENTS

Quarterly Report on Form 10-Q

On August 12, 2022, we filed our Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 (the “Form 10-Q”) with the U.S. Securities and Exchange Commission. The Form 10-Q, excluding the exhibits thereto, is attached to this supplement as Annex A, and incorporated herein by reference.

Annex A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2022

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 814-01369

OWL ROCK CORE INCOME CORP.

(Exact Name of Registrant as Specified in its Charter)


Maryland		85-1187564
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

399 Park Avenue, 38^th Floor New York, New York		10022
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 419-3000

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES ☒ NO ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☐ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☐ NO ☒

As of August 11, 2022, the registrant had 164,401,670 shares of Class S common stock, 41,804,501 shares of Class D common stock, and 263,738,006 shares of Class I common stock, each with a par value per share of $0.01, outstanding.

Table of Contents


		Page
PART I.	CONSOLIDATED FINANCIAL INFORMATION
Item 1.	Consolidated Financial Statements		5
	Consolidated Statements of Assets and Liabilities as of June 30, 2022 (Unaudited) and December 31, 2021		5
	Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2022 and 2021 (Unaudited)		6
	Consolidated Schedules of Investments as of June 30, 2022 (Unaudited) and December 31, 2021		7
	Consolidated Statements of Changes in Net Assets for the Three and Six Months Ended June, 2022 and 2021 (Unaudited)		31
	Consolidated Statement of Cash Flows for the Six Months Ended June 30, 2022 and 2021 (Unaudited)		32
	Notes to Consolidated Financial Statements (Unaudited)		33
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		74
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		118
Item 4.	Controls and Procedures		119
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings		120
Item 1A.	Risk Factors		120
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		120
Item 3.	Defaults Upon Senior Securities		120
Item 4.	Mine Safety Disclosures		120
Item 5.	Other Information		120
Item 6.	Exhibits		121
Signatures			122

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements that involve substantial risks and uncertainties. Such statements involve known and unknown risks, uncertainties and other factors and undue reliance should not be placed thereon. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about Owl Rock Core Income Corp. (the “Company,” “we” or “our”), our current and prospective portfolio investments, our industry, our beliefs and opinions, and our assumptions. Words such as “anticipates,” “expects,” “intends,” “plans,” “will,” “may,” “continue,” “believes,” “seeks,” “estimates,” “would,” “could,” “should,” “targets,” “projects,” “outlook,” “potential,” “predicts” and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including without limitation:

•

an economic downturn could impair our portfolio companies’ ability to continue to operate, which could lead to the loss of some or all of our investments in such portfolio companies;

•

an economic downturn could disproportionately impact the companies that we intend to target for investment, potentially causing us to experience a decrease in investment opportunities and diminished demand for capital from these companies;

•

an economic downturn could also impact availability and pricing of our financing and our ability to access the debt and equity capital markets;

•

a contraction of available credit and/or an inability to access the equity markets could impair our lending and investment activities;

•

the impact of the “COVID-19” pandemic, changes in base interest rates and significant market volatility on our business, our portfolio companies (including our business prospects and the prospects of our portfolio companies including the ability to achieve our and their business objectives), our industry and the global economy including as a result of ongoing supply chain disruptions;

•

interest rate volatility, including the decommissioning of LIBOR, could adversely affect our results, particularly because we use leverage as part of our investment strategy;

•

currency fluctuations could adversely affect the results of our investments in foreign companies, particularly to the extent that we receive payments denominated in foreign currency rather than U.S. dollars;

•

our future operating results;

•

the impact of interest and inflation rates on our business prospects and the prospects of our portfolio companies;

•

our contractual arrangements and relationships with third parties;

•

the ability of our portfolio companies to achieve their objectives;

•

competition with other entities and our affiliates for investment opportunities;

•

the speculative and illiquid nature of our investments;

•

the use of borrowed money to finance a portion of our investments as well as any estimates regarding potential use of leverage;

•

the adequacy of our financing sources and working capital;

•

the loss of key personnel;

•

the timing of cash flows, if any, from the operations of our portfolio companies;

•

the ability of Owl Rock Capital Advisors LLC (“the Adviser” or “our Adviser”) to locate suitable investments for us and to monitor and administer our investments;

•

the ability of the Adviser to attract and retain highly talented professionals;

•

our ability to maintain our tax treatment as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), and as a business development company (“BDC”);

•

the effect of legal, tax and regulatory changes;

•

the impact of geo-political conditions, including revolution, insurgency, terrorism or war, including those arising out of the ongoing conflict between Russia and Ukraine; and

•

other risks, uncertainties and other factors previously identified in the reports and other documents we have filed with the Securities and Exchange Commission (“SEC”).

Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this report should not be regarded as a representation by us that our plans and objectives will be achieved. These forward-looking statements apply only as of the date of this report. Moreover, we assume no duty and do not undertake to update the forward-looking statements. Because we are an investment company, the forward-looking statements and projections contained in this report are excluded from the safe harbor protection provided by Section 21E of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”).

PART I. CONSOLIDATED FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

Owl Rock Core Income Corp.

Consolidated Statements of Assets and Liabilities

(Amounts in thousands, except share and per share amounts)


	June 30, 2022 (Unaudited)			December 31, 2021
Assets
Investments at fair value
Non-controlled, non-affiliated investments (amortized cost of $8,646,873 and $3,116,897, respectively)	$	8,451,228		$	3,120,372
Cash		99,894			21,459
Interest receivable		38,075			19,034
Due from Adviser		6,775			—
Receivable for investments sold		423			—
Prepaid expenses and other assets		103,930			2,883

Total Assets	$	8,700,325		$	3,163,748

Liabilities
Debt (net of unamortized debt issuance costs of $49,436 and $22,641, respectively)	$	4,653,744			1,525,811
Distribution payable		23,265			9,005
Payable for investments purchased		75,574			27,363
Payables to affiliates		18,330			9,121
Tender offer payable		27,889			1,413
Accrued expenses and other liabilities		40,127			10,307

Total Liabilities	$	4,838,929		$	1,583,020

Commitments and contingencies (Note 7)
Net Assets
Class S Common shares $0.01 par value, 1,000,000,000 shares authorized; 153,925,431 and 60,700,920 shares issued and outstanding, respectively		1,539			607
Class D Common shares $0.01 par value, 1,000,000,000 shares authorized; 39,130,477 and 18,552,331 shares issued and outstanding, respectively		391			186
Class I Common shares $0.01 par value, 1,000,000,000 shares authorized; 242,671,428 and 90,103,200 shares issued and outstanding, respectively		2,427			901
Additional paid-in-capital		4,036,182			1,574,366
Accumulated undistributed (overdistributed) earnings		(179,143	)		4,668

Total Net Assets	$	3,861,396		$	1,580,728

Total Liabilities and Net Assets	$	8,700,325		$	3,163,748

Net Asset Value Per Class S Share	$	8.84		$	9.33

Net Asset Value Per Class D Share	$	8.86		$	9.33

Net Asset Value Per Class I Share	$	8.88		$	9.34

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

Owl Rock Core Income Corp.

Consolidated Statements of Operations

(Amounts in thousands, except share and per share amounts)

(Unaudited)


	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2022			2021			2022			2021
Investment Income
Investment income from non-controlled, non-affiliated investments:
Interest income	$	110,034		$	3,497		$	170,448		$	3,734
PIK interest income		7,195			1			12,171			94
Dividend income		5,777			163			8,663			140
Other income		5,915			6			7,784			45

Total investment income from non-controlled, non-affiliated investments		128,921			3,667			199,066			4,013

Total Investment Income		128,921			3,667			199,066			4,013

Operating Expenses
Initial organization		—			—			—			273
Offering costs		1,179			—			2,350			—
Interest expense		36,110			1,432			51,481			1,503
Management fees		9,348			214			14,898			266
Performance based incentive fees		9,483			198			14,347			198
Professional fees		2,053			377			3,334			663
Directors’ fees		267			286			549			531
Shareholder servicing fees		2,924			49			4,886			50
Other general and administrative		1,197			561			2,332			928

Total Operating Expenses		62,561			3,117			94,177			4,412
Management fees waived (Note 3)		—			—			—			(52	)
Expense Support (Note 3)		(2,713	)		(1,756	)		(6,775	)		(2,578	)

Net Operating Expenses		59,848			1,361			87,402			1,782

Net Investment Income (Loss)		69,073			2,306			111,664			2,231
Excise tax		—			—			—			—

Net Investment Income (Loss) After Taxes		69,073			2,306			111,664			2,231
Net Realized and Change in Unrealized Gain (Loss)
Net change in unrealized gain (loss):
Non-controlled, non-affiliated investments	$	(168,229	)	$	770		$	(191,514	)	$	812
Translation of assets and liabilities in foreign currencies		(701	)		33			(873	)		22

Total Net Change in Unrealized Gain (Loss)		(168,930	)		803			(192,387	)		834

Net realized gain (loss):
Non-controlled, non-affiliated investments		109			—			359			7
Foreign currency transactions		22			(12	)		209			—

Total Net Realized Gain (Loss)		131			(12	)		568			7

Total Net Realized and Change in Unrealized Gain (Loss)		(168,799	)		791			(191,819	)		841

Total Net Increase (Decrease) in Net Assets Resulting from Operations	$	(99,726	)	$	3,097		$	(80,155	)	$	3,072

Net Increase (Decrease) in Net Assets Resulting from Operations- Class S Common Stock	$	(36,762	)	$	344		$	(30,601	)	$	344

Net Increase (Decrease) in Net Assets Resulting from Operations- Class D Common Stock	$	(8,956	)	$	424		$	(6,998	)	$	433

Net Increase (Decrease) in Net Assets Resulting from Operations- Class I Common Stock	$	(54,008	)	$	2,329		$	(42,556	)	$	2,295

Earnings Per Share - Basic and Diluted of Class S Common Stock	$	(0.26	)	$	0.19		$	(0.26	)	$	0.37

Weighted Average Shares of Class S Common Stock Outstanding - Basic and Diluted		139,449,179			1,855,501			116,093,069			927,751
Earnings Per Share - Basic and Diluted of Class D Common Stock	$	(0.25	)	$	0.20		$	(0.23	)	$	0.38

Weighted Average Shares of Class D Common Stock Outstanding - Basic and Diluted		36,329,375			2,146,434			30,964,275			1,130,104
Earnings Per Share - Basic and Diluted of Class I Common Stock	$	(0.25	)	$	0.20		$	(0.24	)	$	0.33

Weighted Average Shares of Class I Common Stock Outstanding - Basic and Diluted		219,206,555			11,690,142			176,900,067			6,929,568

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

Owl Rock Core Income Corp.

Consolidated Schedule of Investments

As of June 30, 2022

(Amounts in thousands, except share amounts)

(Unaudited)


Company(1)(2)(3)(21)(30)	Investment	Interest	Maturity Date		Par / Units		Amortized Cost(4)(26)			Fair Value			Percentage of Net Assets
Non-controlled/non-affiliated portfolio company investments
Debt Investments(5)
Advertising and media
Global Music Rights, LLC(7)	First lien senior secured loan	L + 5.50%		8/28/2028	$	83,953	$	82,437		$	82,273			2.1	%
Global Music Rights, LLC(18)(19)	First lien senior secured revolving loan	L + 5.75%		8/27/2027		—		(129	)		(150	)		0.0	%
IRI Holdings, Inc.(6)	First lien senior secured loan	L + 4.25%		12/1/2025		4,949		4,954			4,949			0.1	%

						88,902		87,262			87,072			2.2	%
Aerospace and Defense
Bleriot US Bidco Inc.(7)(23)	First lien senior secured loan	L + 4.00%		10/30/2026		10,422		10,421			10,091			0.3	%
Peraton Corp.(6)(23)	First lien senior secured loan	L + 3.75%		2/1/2028		22,433		22,348			21,019			0.5	%
Peraton Corp.(6)(23)	Second lien senior secured loan	L + 7.75%		2/1/2029		4,854		4,791			4,502			0.1	%

						37,709		37,560			35,612			0.9	%
Automotive
Holley Inc.(7)(23)	First lien senior secured loan	L + 3.75%		11/17/2028		2,154		2,141			2,028			0.1	%
Mavis Tire Express Services Topco Corp.(9)(23)	First lien senior secured loan	SR + 4.00%		5/4/2028		9,904		9,861			9,136			0.2	%
OAC Holdings I Corp. (dba Omega Holdings)(11)	First lien senior secured loan	SR + 5.00%		3/30/2029		9,188		9,009			8,820			0.2	%
OAC Holdings I Corp. (dba Omega Holdings)(9)(18)	First lien senior secured revolving loan	SR + 5.00%		3/31/2028		2,021		1,972			1,918			0.0	%
PAI Holdco, Inc.(7)	First lien senior secured loan	L + 3.50%		10/28/2027		4,975		4,856			4,726			0.1	%
Power Stop, LLC(7)(22)	First lien senior secured loan	L + 4.75%		1/26/2029		29,925		29,640			29,101			0.8	%

						58,167		57,479			55,729			1.4	%
Buildings and real estate
Associations, Inc.(8)	First lien senior secured loan	L + 6.50% (incl. 2.50% PIK)		7/2/2027		103,356		102,259			102,321			2.6	%
Associations, Inc.(18)(19)	First lien senior secured revolving loan	L + 6.50%		7/2/2027		—		(40	)		(48	)		0.0	%
Associations, Inc.(18)(19)(20)	First lien senior secured delayed draw term loan	L + 6.50% (incl. 2.50% PIK)		6/10/2024		—		(652	)		(652	)		0.0	%
CoreLogic Inc.(6)(23)	First lien senior secured loan	L + 3.50%		6/2/2028		42,270		41,394			35,040			0.9	%
Dodge Construction Network(10)	First lien senior secured loan	SR + 4.75%		2/23/2029		22,500		22,176			21,938			0.6	%
RealPage, Inc.(6)(22)(23)	First lien senior secured loan	L + 3.00%		4/24/2028		24,875		24,844			22,936			0.6	%
RealPage, Inc.(6)	Second lien senior secured loan	L + 6.50%		4/23/2029		27,500		27,126			26,056			0.7	%
Wrench Group LLC(7)	First lien senior secured loan	L + 4.00%		4/30/2026		20,412		20,066			20,156			0.5	%

						240,913		237,173			227,747			5.9	%
Business services
Access CIG, LLC(7)	Second lien senior secured loan	L + 7.75%		2/27/2026		2,385		2,378			2,343			0.1	%
BrightView Landscapes, LLC(9)(22)(23)	First lien senior secured loan	SR + 3.25%		4/20/2029		20,000		19,542			19,000			0.5	%
ConnectWise, LLC(7)(23)	First lien senior secured loan	L + 3.50%		9/29/2028		45,754		45,837			41,788			1.1	%

Owl Rock Core Income Corp.

Consolidated Schedule of Investments

As of June 30, 2022

(Amounts in thousands, except share amounts)

(Unaudited)


Company(1)(2)(3)(21)(30)	Investment	Interest	Maturity Date		Par / Units		Amortized Cost(4)(26)			Fair Value			Percentage of Net Assets
Denali BuyerCo, LLC (dba Summit Companies)(8)	First lien senior secured loan	L + 6.00%		9/15/2028		132,163		130,263			129,189			3.3	%
Denali BuyerCo, LLC (dba Summit Companies)(7)	First lien senior secured loan	L + 6.00%		9/15/2028		35,382		34,601			34,586			0.9	%
Denali BuyerCo, LLC (dba Summit Companies)(7)(18)(20)	First lien senior secured delayed draw term loan	L + 6.00%		9/15/2023		8,897		8,637			8,393			0.2	%
Denali BuyerCo, LLC (dba Summit Companies)(7)(18)	First lien senior secured revolving loan	L + 6.00%		9/15/2027		2,657		2,545			2,433			0.1	%
Diamondback Acquisition, Inc. (dba Sphera)(6)	First lien senior secured loan	L + 5.50%		9/13/2028		47,588		46,724			46,717			1.2	%
Diamondback Acquisition, Inc. (dba Sphera)(18)(19)(20)	First lien senior secured delayed draw term loan	L + 5.50%		9/13/2023		—		(85	)		(79	)		0.0	%
Entertainment Benefits Group, LLC(9)	First lien senior secured loan	SR + 4.75%		5/1/2028		75,400		74,664			74,646			1.9	%
Entertainment Benefits Group, LLC(18)(19)	First lien senior secured revolving loan	SR + 4.75%		4/29/2027		—		(112	)		(116	)		0.0	%
Fullsteam Operations, LLC(7)(18)(20)	First lien senior secured delayed draw term loan	L + 7.50% (incl. 4.50% PIK)		5/13/2024		13,770		12,590			12,598			0.3	%
Hercules Borrower, LLC (dba The Vincit Group)(7)	First lien senior secured loan	L + 6.50%		12/15/2026		812		802			804			0.0	%
Hercules Borrower, LLC (dba The Vincit Group)(7)	First lien senior secured loan	L + 5.50%		12/15/2026		2,204		2,185			2,143			0.1	%
Hercules Borrower, LLC (dba The Vincit Group)(7)(18)(20)	First lien senior secured delayed draw term loan	L + 5.50%		9/10/2023		8,243		8,166			7,807			0.2	%
Hercules Borrower, LLC (dba The Vincit Group)(7)(18)	First lien senior secured revolving loan	L + 6.50%		12/15/2026		10		9			9			0.0	%
Hercules Buyer, LLC (dba The Vincit Group)(17)(29)	Unsecured notes	0.48% PIK		12/14/2029		23		23			23			0.0	%
Kaseya Inc.(10)	First lien senior secured loan	SR + 5.75%		6/25/2029		71,717		70,285			70,282			1.8	%
Kaseya Inc.(18)(19)(20)	First lien senior secured delayed draw term loan	SR + 5.75%		6/24/2024		—		(43	)		(43	)		0.0	%
Kaseya Inc.(18)(19)	First lien senior secured revolving loan	SR + 5.75%		6/25/2029		—		(87	)		(87	)		0.0	%
KPSKY Acquisition, Inc. (dba BluSky)(6)	First lien senior secured loan	L + 5.50%		10/19/2028		75,933		74,536			73,275			1.9	%
KPSKY Acquisition, Inc. (dba BluSky)(16)(18)(20)	First lien senior secured delayed draw term loan	P + 4.50%		10/19/2023		8,186		8,031			7,887			0.2	%
KPSKY Acquisition, Inc. (dba BluSky)(18)(19)(20)	First lien senior secured delayed draw term loan	L + 5.50%		6/17/2024		—		(189	)		(475	)		0.0	%
Packers Holdings, LLC(6)(23)	First lien senior secured loan	L + 3.25%		3/9/2028		40,394		40,057			36,884			1.0	%

						591,518		581,359			570,007			14.8	%
Chemicals
Aruba Investments Holdings LLC (dba Angus Chemical Company)(6)	First lien senior secured loan	L + 4.00%		11/24/2027		12,967		12,744			12,060			0.3	%
Aruba Investments Holdings, LLC (dba Angus Chemical Company)(7)	Second lien senior secured loan	L + 7.75%		11/24/2028		40,137		40,125			39,234			1.0	%
Gaylord Chemical Company, L.L.C.(7)	First lien senior secured loan	L + 6.50%		3/30/2027		103,833		102,900			102,535			2.6	%
Gaylord Chemical Company, L.L.C.(18)(19)	First lien senior secured revolving loan	L + 6.50%		3/30/2026		—		(33	)		(50	)		0.0	%
Velocity HoldCo III Inc. (dba VelocityEHS)(8)	First lien senior secured loan	L + 5.75%		4/22/2027		2,335		2,291			2,335			0.1	%
Velocity HoldCo III Inc. (dba VelocityEHS)(18)(19)	First lien senior secured revolving loan	L + 5.75%		4/22/2026		—		(2	)		—			0.0	%

						159,272		158,025			156,114			4.0	%
Consumer products
ConAir Holdings LLC(7)	Second lien senior secured loan	L + 7.50%		5/17/2029		32,500		32,027			29,575			0.8	%
Foundation Consumer Brands, LLC(8)	First lien senior secured loan	L + 5.50%		2/12/2027		54,718		54,730			54,034			1.4	%
Lignetics Investment Corp.(7)	First lien senior secured loan	L + 6.00%		11/1/2027		76,088		75,225			73,235			1.9	%
Lignetics Investment Corp.(18)(19)(20)	First lien senior secured delayed draw term loan	L + 6.00%		11/1/2023		—		(106	)		(358	)		0.0	%
Lignetics Investment Corp.(16)(18)	First lien senior secured revolving loan	P + 5.00%		11/2/2026		10,515		10,390			10,085			0.3	%
Olaplex, Inc.(9)(24)	First lien senior secured loan	SR + 3.75%		2/23/2029		49,875		49,683			48,878			1.3	%
SWK BUYER, Inc. (dba Stonewall Kitchen)(11)	First lien senior secured loan	SR + 5.25%		3/12/2029		59,974		58,841			58,174			1.5	%
SWK BUYER, Inc. (dba Stonewall Kitchen)(16)(18)	First lien senior secured revolving loan	P + 4.25%		3/12/2029		3,626		3,520			3,459			0.1	%

Owl Rock Core Income Corp.

Consolidated Schedule of Investments

As of June 30, 2022

(Amounts in thousands, except share amounts)

(Unaudited)


Company(1)(2)(3)(21)(30)	Investment	Interest	Maturity Date		Par / Units		Amortized Cost(4)(26)			Fair Value			Percentage of Net Assets
SWK BUYER, Inc. (dba Stonewall Kitchen)(18)(19)(20)	First lien senior secured delayed draw term loan	SR + 5.25%		3/11/2024		—		(133	)		(279	)		0.0	%

						287,296		284,177			276,803			7.3	%
Containers and packaging
Ascend Buyer, LLC (dba PPC Flexible Packaging)(7)	First lien senior secured loan	L + 5.75%		10/2/2028		49,955		49,499			48,956			1.3	%
Ascend Buyer, LLC (dba PPC Flexible Packaging)(6)(18)	First lien senior secured revolving loan	L + 5.75%		9/30/2027		681		636			579			0.0	%
Berlin Packaging L.L.C.(7)(22)(23)	First lien senior secured loan	L + 6.75%		3/11/2028		25,685		24,978			23,844			0.6	%
BW Holding, Inc.(10)	First lien senior secured loan	SR + 4.00%		12/14/2028		21,954		21,700			21,350			0.6	%
Charter NEX US, Inc.(6)(22)(23)	First lien senior secured loan	L + 3.75%		12/1/2027		28,364		27,988			26,640			0.7	%
Five Star Lower Holding LLC(9)	First lien senior secured loan	SR + 4.25%		5/5/2029		21,875		21,575			21,547			0.6	%
Fortis Solutions Group, LLC(7)	First lien senior secured loan	L + 5.50%		10/13/2028		61,568		60,435			59,413			1.5	%
Fortis Solutions Group, LLC(18)(19)(20)	First lien senior secured delayed draw term loan	L + 5.50%		10/13/2023		—		(56	)		(160	)		0.0	%
Fortis Solutions Group, LLC(7)(18)	First lien senior secured revolving loan	L + 5.50%		10/15/2027		450		331			214			0.0	%
Indigo Buyer, Inc. (dba Inovar Packaging Group)(10)	First lien senior secured loan	SR + 5.75%		5/23/2028		82,550		81,740			81,725			2.1	%
Indigo Buyer, Inc. (dba Inovar Packaging Group)(18)(20)	First lien senior secured delayed draw term loan	SR + 5.75%		5/23/2024		—		—			—			0.0	%
Indigo Buyer, Inc. (dba Inovar Packaging Group)(10)(18)	First lien senior secured revolving loan	SR + 5.75%		5/23/2028		2,117		1,992			1,990			0.1	%
Pregis Topco LLC(6)	Second lien senior secured loan	L + 6.75%		8/1/2029		30,000		30,000			29,400			0.8	%
Pregis Topco LLC(6)	Second lien senior secured loan	L + 8.00%		8/1/2029		2,500		2,500			2,481			0.1	%
Ring Container Technologies Group, LLC(7)(23)	First lien senior secured loan	L + 3.75%		8/12/2028		31,144		31,037			29,509			0.8	%
Tricorbraun Holdings, Inc.(6)(22)(23)	First lien senior secured loan	L + 3.25%		3/3/2028		26,566		25,597			24,646			0.6	%
Valcour Packaging, LLC(8)	First lien senior secured loan	L + 3.75%		10/4/2028		9,975		9,936			9,935			0.3	%

						395,384		389,888			382,069			10.1	%
Distribution
ABB/Con-cise Optical Group LLC(8)	First lien senior secured loan	L + 7.50%		2/23/2028		35,383		34,877			35,028			0.9	%
ABB/Con-cise Optical Group LLC(16)(18)	First lien senior secured revolving loan	P + 6.50%		2/23/2028		3,215		3,162			3,178			0.1	%
BCPE Empire Holdings, Inc. (dba Imperial-Dade)(9)	First lien senior secured loan	SR + 4.63%		6/11/2026		81,795		78,944			78,932			2.0	%
Dealer Tire, LLC(6)(23)	First lien senior secured loan	L + 4.25%		12/12/2025		9,031		9,001			8,621			0.2	%
Dealer Tire, LLC(17)(22)(23)	Unsecured notes	8.00%		2/1/2028		56,120		54,838			48,476			1.3	%
Individual Foodservice Holdings, LLC(8)	First lien senior secured loan	L + 6.25%		11/21/2025		16,183		16,044			15,981			0.4	%
Individual Foodservice Holdings, LLC(8)	First lien senior secured loan	L + 6.25%		11/21/2025		18,298		18,142			18,070			0.5	%
Individual Foodservice Holdings, LLC(8)(18)(20)	First lien senior secured delayed draw term loan	L + 6.25%		7/6/2023		20,116		19,853			19,742			0.5	%
Individual Foodservice Holdings, LLC(8)(18)(20)	First lien senior secured delayed draw term loan	L + 6.25%		11/30/2023		3,476		3,118			3,018			0.1	%
Individual Foodservice Holdings, LLC(18)(19)	First lien senior secured revolving loan	L + 6.25%		11/22/2024		—		(1	)		(1	)		0.0	%
SRS Distribution, Inc.(7)(23)	First lien senior secured loan	L + 3.50%		6/2/2028		34,888		34,517			32,106			0.8	%
White Cap Supply Holdings, LLC(9)(22)(23)	First lien senior secured loan	SR + 3.75%		10/19/2027		22,299		21,645			20,488			0.5	%

						300,804		294,140			283,639			7.3	%
Education
CIG Emerald Holding LLC(10)(24)	First lien senior secured loan	SR + 5.50%		6/8/2027		80,000		79,018			79,000			2.0	%
Community Brands ParentCo, LLC(9)	First lien senior secured loan	SR + 5.75%		2/24/2028		31,795		31,197			30,762			0.8	%
Community Brands ParentCo, LLC(18)(19)(20)	First lien senior secured delayed draw term loan	SR + 5.75%		2/24/2024		—		(35	)		(84	)		0.0	%
Community Brands ParentCo, LLC(18)(19)	First lien senior secured revolving loan	SR + 5.75%		2/24/2028		—		(35	)		(61	)		0.0	%
Severin Acquisition, LLC (dba Powerschool)(6)(23)	First lien senior secured loan	L + 3.00%		8/1/2025		29,858		29,807			28,533			0.7	%

Owl Rock Core Income Corp.

Consolidated Schedule of Investments

As of June 30, 2022

(Amounts in thousands, except share amounts)

(Unaudited)


Company(1)(2)(3)(21)(30)	Investment	Interest	Maturity Date		Par / Units		Amortized Cost(4)(26)			Fair Value			Percentage of Net Assets
Sophia, L.P.(9)	First lien senior secured loan	SR + 4.00%		10/7/2027		25,000		24,757			24,750			0.6	%
Pluralsight, LLC(8)	First lien senior secured loan	L + 8.00%		4/6/2027		6,255		6,200			6,145			0.2	%
Pluralsight, LLC(18)(19)	First lien senior secured revolving loan	L + 8.00%		4/6/2027		—		(3	)		(7	)		0.0	%

						172,908		170,906			169,038			4.3	%
Energy equipment and services
AZZ Inc.(9)(22)(24)	First lien senior secured loan	SR + 4.25%		5/13/2029		10,000		9,654			9,650			0.2	%
Brookfield WEC Holdings Inc.(9)(22)(23)	First lien senior secured loan	SR + 3.75%		8/1/2025		3,500		3,363			3,358			0.1	%
Pike Corp.(6)(22)(23)	First lien senior secured loan	L + 3.00%		1/21/2028		15,791		15,476			14,978			0.4	%

						29,291		28,493			27,986			0.7	%
Financial services
Acuris Finance US, Inc. (ION Analytics) (10)(22)(23)	First lien senior secured loan	SR + 4.00%		2/16/2028		15,000		14,888			14,100			0.4	%
AllSpring Buyer(10)(22)	First lien senior secured loan	SR + 4.00%		11/1/2028		5,000		4,802			4,800			0.1	%
AxiomSL Group, Inc.(6)	First lien senior secured loan	L + 6.00%		12/3/2027		35,008		34,695			34,133			0.9	%
AxiomSL Group, Inc.(18)(19)(20)	First lien senior secured delayed draw term loan	L + 6.00%		7/21/2023		—		(9	)		(32	)		0.0	%
AxiomSL Group, Inc.(18)(19)	First lien senior secured revolving loan	L + 6.00%		12/3/2025		—		(21	)		(65	)		0.0	%
Deerfield Dakota Holding, LLC(9)(22)(23)	First lien senior secured loan	SR + 3.75%		4/9/2027		5,940		5,936			5,547			0.1	%
Hg Genesis 9 Sumoco Limited(14)(24)	Unsecured facility	E + 7.00% PIK		3/10/2027		117,057		122,892			116,214			3.0	%
Hg Saturn LuchaCo Limited(15)(24)	Unsecured facility	SA + 7.50% PIK		3/30/2026		1,971		2,223			1,936			0.1	%
Muine Gall, LLC(8)(24)(28)	First lien senior secured loan	L + 7.00% PIK		9/20/2024		90,061		90,391			88,710			2.3	%
NMI Acquisitionco, Inc. (dba Network Merchants)(6)	First lien senior secured loan	L + 5.75%		9/8/2025		8,516		8,445			8,325			0.2	%
NMI Acquisitionco, Inc. (dba Network Merchants)(6)(18)(20)	First lien senior secured delayed draw term loan	L + 5.75%		10/2/2023		1,672		1,643			1,614			0.0	%
NMI Acquisitionco, Inc. (dba Network Merchants)(18)(19)(20)	First lien senior secured revolving loan	L + 5.75%		9/6/2025		—		(7	)		(13	)		0.0	%
Smarsh Inc.(11)	First lien senior secured loan	SR + 6.50%		2/16/2029		83,048		82,250			81,179			2.1	%
Smarsh Inc.(18)(19)(20)	First lien senior secured delayed draw term loan	SR + 6.50%		2/19/2024		—		(98	)		(260	)		0.0	%
Smarsh Inc.(18)(19)	First lien senior secured revolving loan	SR + 6.50%		2/16/2029		—		(49	)		(117	)		0.0	%

						363,273		367,981			356,071			9.2	%
Food and beverage
Balrog Acquisition, Inc. (dba Bakemark)(7)	First lien senior secured loan	L + 4.00%		9/5/2028		13,930		13,799			13,199			0.3	%
Balrog Acquisition, Inc. (dba BakeMark)(8)	Second lien senior secured loan	L + 7.00%		9/3/2029		6,000		5,954			5,835			0.2	%
CFS Brands, LLC(6)	First lien senior secured loan	L + 3.00%		3/20/2025		38,560		37,345			36,439			0.9	%
CFS Brands, LLC(18)(19)(20)	First lien senior secured delayed draw term loan	L + 3.00%		12/2/2022		—		—			(227	)		0.0	%
Dessert Holdings(7)	First lien senior secured loan	L + 4.00%		6/9/2028		19,900		19,805			18,258			0.5	%
Eagle Parent Corp.(10)(23)	First lien senior secured loan	SR + 4.25%		4/2/2029		7,481		7,299			7,157			0.2	%
Hissho Sushi Merger Sub LLC(10)	First lien senior secured loan	SR + 6.00%		5/18/2028		113,686		112,569			112,549			2.9	%
Hissho Sushi Merger Sub LLC(10)(18)	First lien senior secured revolving loan	SR + 6.00%		5/18/2028		2,041		1,955			1,953			0.1	%
Innovation Ventures HoldCo, LLC (9)	First lien senior secured loan	SR + 6.25%		3/11/2027		275,000		269,997			267,439			7.0	%
KBP Brands, LLC(8)	First lien senior secured loan	L + 5.00%		5/26/2027		14,727		14,551			14,322			0.4	%
KBP Brands, LLC(8)(18)(20)	First lien senior secured delayed draw term loan	L + 5.00%		12/22/2023		33,280		32,844			32,271			0.8	%
Naked Juice LLC (dba Tropicana)(10)(23)	First lien senior secured loan	SR + 3.25%		1/24/2029		25,000		24,961			23,220			0.6	%
Ole Smoky Distillery, LLC(10)	First lien senior secured loan	SR + 5.25%		3/31/2028		25,035		24,552			24,159			0.6	%
Ole Smoky Distillery, LLC(18)(19)	First lien senior secured revolving loan	SR + 5.25%		3/31/2028		—		(63	)		(116	)		0.0	%

Owl Rock Core Income Corp.

Consolidated Schedule of Investments

As of June 30, 2022

(Amounts in thousands, except share amounts)

(Unaudited)


Company(1)(2)(3)(21)(30)	Investment	Interest	Maturity Date		Par / Units		Amortized Cost(4)(26)			Fair Value			Percentage of Net Assets
Shearer’s Foods, LLC(6)(23)	First lien senior secured loan	L + 3.50%		9/23/2027		48,621		48,609			43,968			1.1	%
Sovos Brands Intermediate, Inc.(8)(23)	First lien senior secured loan	L + 3.50%		6/8/2028		10,145		10,136			9,555			0.2	%
Ultimate Baked Goods Midco, LLC(6)	First lien senior secured loan	L + 6.50%		8/13/2027		16,418		16,057			15,597			0.4	%
Ultimate Baked Goods Midco, LLC(6)(18)	First lien senior secured revolving loan	L + 6.50%		8/13/2027		1,200		1,157			1,100			0.0	%

						651,024		641,527			626,678			16.2	%
Healthcare equipment and services
Canadian Hospital Specialties Ltd.(13)(24)	First lien senior secured loan	C + 4.50%		4/14/2028		3,439		3,495			3,336			0.1	%
Canadian Hospital Specialties Ltd.(13)(18)(20)(24)	First lien senior secured delayed draw term loan	C + 4.50%		4/15/2023		250		251			208			0.0	%
Canadian Hospital Specialties Ltd.(12)(18)(24)	First lien senior secured revolving loan	C + 4.50%		4/15/2027		306		311			286			0.0	%
Confluent Medical Technologies, Inc.(10)	First lien senior secured loan	SR + 3.75%		2/16/2029		34,913		34,745			33,952			0.9	%
Confluent Medical Technologies, Inc.(10)	Second lien senior secured loan	SR + 6.50%		2/18/2030		46,000		45,113			43,815			1.1	%
Dermatology Intermediate Holdings III, Inc(9)(22)	First lien senior secured loan	SR + 4.25%		4/2/2029		23,169		22,718			22,706			0.6	%
Dermatology Intermediate Holdings III, Inc(9)(18)(20)(22)	First lien senior secured delayed draw term loan	SR + 4.25%		4/1/2024		684		671			671			0.0	%
CSC MKG Topco LLC. (dba Medical Knowledge Group)(7)	First lien senior secured loan	L + 5.75%		2/1/2029		98,202		96,331			95,011			2.5	%
CSC MKG Topco LLC. (dba Medical Knowledge Group)(18)(19)	First lien senior secured revolving loan	L + 5.75%		2/1/2029		—		(243	)		(420	)		0.0	%
Medline Borrower, LP(6)(23)	First lien senior secured loan	L + 3.25%		10/23/2028		31,297		30,866			28,974			0.8	%
Medline Borrower, LP(18)(19)	First lien senior secured revolving loan	L + 3.25%		10/21/2026		—		(39	)		(187	)		0.0	%
MJH Healthcare Holdings, LLC(9)(22)	First lien senior secured loan	SR + 3.50%		1/28/2029		23,800		23,715			23,205			0.6	%
Packaging Coordinators Midco, Inc.(7)	Second lien senior secured loan	L + 7.00%		12/13/2029		53,918		52,322			51,492			1.3	%
Patriot Acquisition TopCo S.A.R.L (dba Corza Health, Inc.)(7)(24)	First lien senior secured loan	L + 6.75%		1/31/2028		50,553		49,844			49,542			1.3	%
Patriot Acquisition TopCo S.A.R.L (dba Corza Health, Inc.)(7)(24)	First lien senior secured delayed draw term loan	L + 6.75%		1/31/2028		605		596			593			0.0	%
Patriot Acquisition TopCo S.A.R.L (dba Corza Health, Inc.)(18)(19)(24)	First lien senior secured revolving loan	L + 6.75%		1/29/2026		—		(1	)		(2	)		0.0	%
Rhea Parent, Inc.(10)	First lien senior secured loan	SR + 5.75%		2/19/2029		77,768		76,278			75,240			1.9	%

						444,904		436,973			428,422			11.1	%
Healthcare providers and services
Ex Vivo Parent Inc. (dba OB Hospitalist)(6)	First lien senior secured loan	L + 9.50%		9/27/2028		30,503		29,901			29,740			0.8	%
Natural Partners, LLC(6)(24)	First lien senior secured loan	L + 6.00%		11/29/2027		69,025		67,719			66,782			1.7	%
Natural Partners, LLC(18)(19)(24)	First lien senior secured revolving loan	L + 6.00%		11/29/2027		—		(96	)		(165	)		0.0	%
OB Hospitalist Group, Inc.(7)	First lien senior secured loan	L + 5.50%		9/27/2027		61,348		60,252			60,238			1.6	%
OB Hospitalist Group, Inc.(6)(18)	First lien senior secured revolving loan	L + 5.50%		9/27/2027		853		713			708			0.0	%
Phoenix Newco, Inc. (dba Parexel)(6)(23)	First lien senior secured loan	L + 3.25%		11/15/2028		27,431		27,305			25,703			0.7	%
Parexel International, Inc. (dba Parexel)(6)	Second lien senior secured loan	L + 6.50%		11/15/2029		140,000		138,632			135,100			3.5	%
Plasma Buyer LLC (dba Pathgroup)(10)	First lien senior secured loan	SR + 5.75%		5/14/2029		110,132		107,964			107,929			2.8	%
Plasma Buyer LLC (dba Pathgroup)(18)(19)(20)	First lien senior secured delayed draw term loan	SR + 5.75%		5/13/2024		—		(280	)		(286	)		0.0	%
Plasma Buyer LLC (dba Pathgroup)(18)(19)	First lien senior secured revolving loan	SR + 5.75%		5/12/2028		—		(239	)		(245	)		0.0	%
Pediatric Associates Holding Company, LLC(22)	First lien senior secured loan	L + 3.25%		12/29/2028		23,389		23,303			22,746			0.6	%
Pediatric Associates Holding Company, LLC(18)(20)(22)	First lien senior secured delayed draw term loan	L + 3.25%		2/11/2024		1,772		1,767			1,683			0.0	%
Physician Partners, LLC(9)	First lien senior secured loan	SR + 4.00%		12/26/2028		22,943		22,680			21,681			0.6	%
Premise Health Holding(10)(22)	First lien senior secured loan	SR + 4.75%		7/10/2025		3,250		3,186			3,185			0.1	%
TC Holdings, LLC (dba TrialCard)(10)	First lien senior secured loan	SR + 5.00%		4/14/2027		64,732		64,109			64,085			1.7	%
TC Holdings, LLC (dba TrialCard)(18)(19)	First lien senior secured revolving loan	SR + 5.00%		4/14/2027		—		(74	)		(78	)		0.0	%

Owl Rock Core Income Corp.

Consolidated Schedule of Investments

As of June 30, 2022

(Amounts in thousands, except share amounts)

(Unaudited)


Company(1)(2)(3)(21)(30)	Investment	Interest	Maturity Date		Par / Units		Amortized Cost(4)(26)			Fair Value			Percentage of Net Assets
Tivity Health, Inc(10)	First lien senior secured loan	SR + 6.00%		6/28/2029		152,000		148,222			148,218			3.8	%
Unified Women’s Healthcare, LP(9)	First lien senior secured loan	SR + 5.50%		6/18/2029		78,836		78,248			78,245			2.0	%
Unified Women’s Healthcare, LP(18)(19)(20)	First lien senior secured delayed draw term loan	SR + 5.50%		6/17/2024		—		(38	)		(38	)		0.0	%
Unified Women’s Healthcare, LP(18)(19)	First lien senior secured revolving loan	SR + 5.50%		6/18/2029		—		(61	)		(61	)		0.0	%
Quva Pharma, Inc. (7)	First lien senior secured loan	L + 5.50%		4/12/2028		4,511		4,395			4,399			0.1	%
Quva Pharma, Inc. (8)(18)	First lien senior secured revolving loan	L + 5.50%		4/10/2026		236		226			225			0.0	%
Diagnostic Services Holdings, Inc. (dba Rayus Radiology)(7)	First lien senior secured loan	L + 5.50%		3/17/2025		120,290		120,290			118,786			3.1	%
Vermont Aus Pty Ltd.(10)(24)	First lien senior secured loan	SR + 5.50%		3/22/2028		54,364		53,060			52,325			1.4	%

						965,615		951,184			940,905			24.5	%
Healthcare technology
Athenahealth Group Inc.(9)(23)	First lien senior secured loan	SR + 3.50%		2/15/2029		38,478		38,294			35,327			0.9	%
Athenahealth Group Inc.(18)(19)(20)(23)	First lien senior secured delayed draw term loan	SR + 3.50%		8/15/2023		—		—			(502	)		0.0	%
BCPE Osprey Buyer, Inc. (dba PartsSource)(8)	First lien senior secured loan	L + 5.75%		8/23/2028		54,039		53,263			52,418			1.4	%
BCPE Osprey Buyer, Inc. (dba PartsSource)(18)(19)(20)	First lien senior secured delayed draw term loan	L + 5.75%		8/23/2023		—		(206	)		(582	)		0.0	%
BCPE Osprey Buyer, Inc. (dba PartsSource)(18)(19)	First lien senior secured revolving loan	L + 5.75%		8/21/2026		—		(62	)		(140	)		0.0	%
IMO Investor Holdings, Inc.(11)	First lien senior secured loan	SR + 6.00%		5/11/2029		20,846		20,436			20,429			0.5	%
IMO Investor Holdings, Inc.(18)(19)(20)	First lien senior secured delayed draw term loan	SR + 6.00%		5/13/2024		—		(49	)		(50	)		0.0	%
IMO Investor Holdings, Inc.(9)(18)	First lien senior secured revolving loan	SR + 6.00%		5/11/2028		248		200			199			0.0	%
Interoperability Bidco, Inc. (dba Lyniate)(10)	First lien senior secured loan	SR + 7.00%		12/24/2026		76,331		75,865			74,995			1.9	%
Interoperability Bidco, Inc. (dba Lyniate)(18)(19)	First lien senior secured revolving loan	L + 7.00%		12/26/2024		—		(19	)		(61	)		0.0	%
GI Ranger Intermediate, LLC (dba Rectangle Health)(10)	First lien senior secured loan	SR + 6.00%		10/30/2028		20,922		20,535			20,242			0.6	%
GI Ranger Intermediate, LLC (dba Rectangle Health)(18)(19)(20)	First lien senior secured delayed draw term loan	SR + 6.00%		10/29/2023		—		(95	)		(225	)		0.0	%
GI Ranger Intermediate, LLC (dba Rectangle Health)(10)(18)	First lien senior secured revolving loan	SR + 6.00%		10/29/2027		167		138			113			0.0	%
Imprivata, Inc.(9)	First lien senior secured loan	SR + 4.25%		12/1/2027		25,420		24,683			24,683			0.6	%
Imprivata, Inc.(9)	Second lien senior secured loan	SR + 6.25%		12/1/2028		50,294		49,791			49,791			1.3	%
Inovalon Holdings, Inc.(7)	First lien senior secured loan	L + 6.25% (incl. 2.75% PIK)		11/24/2028		80,560		78,720			77,338			2.0	%
Inovalon Holdings, Inc.(18)(19)(20)	First lien senior secured delayed draw term loan	L + 5.75%		5/24/2024		—		(97	)		(233	)		0.0	%
Inovalon Holdings, Inc.(6)	Second lien senior secured loan	L + 10.50% PIK		11/24/2033		40,321		39,585			39,212			1.0	%
Intelerad Medical Systems Inc.(7)(24)	First lien senior secured loan	L + 6.25%		8/21/2026		28,711		28,396			28,280			0.7	%
Intelerad Medical Systems Inc.(7)(18)(24)	First lien senior secured revolving loan	L + 6.25%		8/21/2026		744		744			727			0.0	%
PointClickCare Technologies Inc.(10)(24)	First lien senior secured loan	SR + 4.00%		12/29/2027		19,950		19,663			19,352			0.5	%
Verscend Holding Corp.(6)(22)(23)	First lien senior secured loan	L + 4.00%		8/27/2025		9,995		9,727			9,545			0.2	%
Project Ruby Ultimate Parent Corp. (dba Wellsky)(6)(23)	First lien senior secured loan	L + 3.25%		3/10/2028		4,444		4,425			4,156			0.1	%

						471,470		463,937			455,014			11.7	%
Household products
Aptive Environmental, LLC(17)	First lien senior secured loan	12.00% (incl. 6.00% PIK)		1/23/2026		7,184		5,984			5,999			0.2	%
Mario Purchaser, LLC (dba Len the Plumber)(9)	First lien senior secured loan	SR + 5.75%		4/25/2029		76,093		74,602			74,571			1.9	%
Mario Purchaser, LLC (dba Len the Plumber)(18)(19)(20)	First lien senior secured delayed draw term loan	SR + 5.75%		4/25/2024		—		(392	)		(402	)		0.0	%
Mario Purchaser, LLC (dba Len the Plumber)(18)(19)	First lien senior secured revolving loan	SR + 5.75%		4/25/2028		—		(156	)		(161	)		0.0	%
LTP Holdco, LLC (dba Len the Plumber)(9)	Unsecured facility	SR + 10.75% PIK		4/25/2032		22,162		21,518			21,498			0.6	%
Simplisafe Holding Corporation(9)	First lien senior secured loan	SR + 6.25%		4/30/2027		128,395		125,893			125,827			3.3	%

Owl Rock Core Income Corp.

Consolidated Schedule of Investments

As of June 30, 2022

(Amounts in thousands, except share amounts)

(Unaudited)


Company(1)(2)(3)(21)(30)	Investment	Interest	Maturity Date		Par / Units		Amortized Cost(4)(26)			Fair Value			Percentage of Net Assets
Simplisafe Holding Corporation(18)(19)(20)	First lien senior secured delayed draw term loan	SR + 6.25%		5/2/2024		—		(155	)		(160	)		0.0	%
Southern Air & Heat Holdings, LLC(7)	First lien senior secured loan	L + 4.50%		10/1/2027		1,085		1,070			1,052			0.0	%
Southern Air & Heat Holdings, LLC(7)(18)(20)	First lien senior secured delayed draw term loan	L + 4.50%		10/1/2023		276		262			242			0.0	%
Southern Air & Heat Holdings, LLC(7)(18)	First lien senior secured revolving loan	L + 4.50%		10/1/2027		79		75			70			0.0	%
Walker Edison Furniture Company LLC(7)	First lien senior secured loan	L + 8.75% (incl. 3.00% PIK)		3/31/2027		10,047		10,047			8,440			0.2	%

						245,321		238,748			236,976			6.2	%
Human resource support services
Cornerstone OnDemand, Inc.(6)(22)	First lien senior secured loan	L + 3.75%		10/16/2028		19,950		19,859			17,805			0.5	%
Cornerstone OnDemand, Inc.(6)	Second lien senior secured loan	L + 6.50%		10/15/2029		44,583		43,959			40,348			1.0	%
IG Investments Holdings, LLC (dba Insight Global)(7)	First lien senior secured loan	L + 6.00%		9/22/2028		48,274		47,416			47,067			1.3	%
IG Investments Holdings, LLC (dba Insight Global)(16)(18)	First lien senior secured revolving loan	P + 5.00%		9/22/2027		993		931			903			0.0	%

						113,800		112,165			106,123			2.8	%
Infrastructure and environmental services
Aegion Corp.(6)(22)	First lien senior secured loan	L + 4.75%		5/17/2028		4,962		4,942			4,528			0.1	%
The Goldfield Corp.(9)	First lien senior secured loan	SR + 6.25%		12/30/2026		1,000		980			980			0.0	%
Osmose Utilities Services, Inc.(6)(22)(23)	First lien senior secured loan	L + 3.25%		6/23/2028		24,685		24,626			21,923			0.6	%
USIC Holdings, Inc.(6)(22)(23)	First lien senior secured loan	L + 3.50%		5/12/2028		7,955		7,919			7,382			0.2	%
USIC Holdings, Inc.(6)(22)	Second lien senior secured loan	L + 6.50%		5/14/2029		39,691		39,469			37,111			1.0	%
Tamarack Intermediate, L.L.C. (dba Verisk 3E)(10)	First lien senior secured loan	SR + 5.50%		3/13/2028		32,610		31,985			31,550			0.8	%
Tamarack Intermediate, L.L.C. (dba Verisk 3E)(18)(19)	First lien senior secured revolving loan	SR + 5.50%		3/13/2028		—		(101	)		(173	)		0.0	%

						110,903		109,820			103,301			2.7	%
Insurance
Alera Group, Inc.(6)	First lien senior secured loan	L + 5.50%		10/2/2028		81,158		79,493			79,478			2.1	%
Alera Group, Inc.(6)(18)(20)	First lien senior secured delayed draw term loan	L + 5.50%		10/2/2023		22,272		21,809			21,803			0.6	%
Alera Group, Inc.(6)(18)(20)	First lien senior secured delayed draw term loan	L + 5.50%		10/2/2023		12,827		12,271			12,202			0.3	%
AmeriLife Holdings LLC(6)(23)	First lien senior secured loan	L + 4.00%		3/18/2027		3,980		3,942			3,799			0.1	%
AssuredPartners, Inc.(6)(22)(23)	First lien senior secured loan	L + 3.50%		2/12/2027		7,920		7,920			7,408			0.2	%
AssuredPartners, Inc.(9)(22)(23)	First lien senior secured loan	SR + 3.50%		2/12/2027		24,938		24,880			23,192			0.6	%
Asurion, LLC(6)(23)	Second lien senior secured loan	L + 5.25%		1/22/2029		154,017		150,163			130,145			3.4	%
Brightway Holdings, LLC(6)	First lien senior secured loan	L + 6.50%		12/16/2027		17,850		17,643			17,359			0.4	%
Brightway Holdings, LLC(18)(19)	First lien senior secured revolving loan	L + 6.50%		12/16/2027		—		(24	)		(58	)		0.0	%
Evolution BuyerCo, Inc. (dba SIAA)(7)	First lien senior secured loan	L + 6.25%		4/28/2028		8,986		8,875			8,762			0.2	%
Evolution BuyerCo, Inc. (dba SIAA)(18)(20)	First lien senior secured delayed draw term loan	L + 6.25%		6/16/2023		6,861		6,797			6,532			0.2	%
Evolution BuyerCo, Inc. (dba SIAA)(18)(19)	First lien senior secured revolving loan	L + 6.25%		4/30/2027		—		(8	)		(17	)		0.0	%
Hub International Limited(7)(22)(23)	First lien senior secured loan	L + 3.25%		4/25/2025		9,975		9,968			9,441			0.2	%
KUSRP Intermediate, Inc. (dba U.S. Retirement and Benefits Partners)(8)	First lien senior secured loan	L + 9.50% PIK		7/24/2028		12,887		12,664			12,565			0.3	%
KWOR Acquisition, Inc. (dba Alacrity Solutions)(18)(19)(20)	First lien senior secured delayed draw term loan	L + 5.25%		6/22/2024		—		(87	)		(87	)		0.0	%
Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services)(8)	First lien senior secured loan	L + 6.00%		11/1/2028		84,421		83,620			83,578			2.2	%
Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services)(9)(18)(20)	First lien senior secured delayed draw term loan	SR + 6.00%		8/16/2023		42,000		41,591			41,580			1.1	%
Peter C. Foy & Associated Insurance Services, LLC(18)(20)	First lien senior secured delayed draw term loan	SR + 0.00%		12/15/2023		—		—			—			0.0	%
Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services)(18)(19)	First lien senior secured revolving loan	L + 6.00%		11/1/2027		—		(23	)		(26	)		0.0	%

Owl Rock Core Income Corp.

Consolidated Schedule of Investments

As of June 30, 2022

(Amounts in thousands, except share amounts)

(Unaudited)


Company(1)(2)(3)(21)(30)	Investment	Interest	Maturity Date		Par / Units		Amortized Cost(4)(26)			Fair Value			Percentage of Net Assets
PCF Midco II, LLC (dba PCF Insurance Services)(17)	First lien senior secured loan	9.00% PIK		10/31/2031		47,065		43,019			41,064			1.1	%
Tempo Buyer Corp. (dba Global Claims Services)(7)	First lien senior secured loan	L + 5.50%		8/28/2028		36,341		35,686			35,069			0.9	%
Tempo Buyer Corp. (dba Global Claims Services)(18)(19)(20)	First lien senior secured delayed draw term loan	L + 5.50%		8/26/2023		—		(91	)		(258	)		0.0	%
Tempo Buyer Corp. (dba Global Claims Services)(16)(18)	First lien senior secured revolving loan	P + 4.50%		8/26/2027		206		118			26			0.0	%
USRP Holdings, Inc. (dba U.S. Retirement and Benefits Partners)(7)	First lien senior secured loan	L + 5.50%		7/23/2027		14,980		14,719			14,455			0.4	%
USRP Holdings, Inc. (dba U.S. Retirement and Benefits Partners)(18)(19)	First lien senior secured revolving loan	L + 5.50%		7/23/2027		—		(19	)		(38	)		0.0	%
KWOR Acquisition, Inc. (dba Alacrity Solutions)(6)	First lien senior secured loan	L + 5.25%		12/22/2028		32,867		32,356			32,210			0.8	%
KWOR Acquisition, Inc. (dba Alacrity Solutions)(16)(18)	First lien senior secured revolving loan	P + 4.25%		12/22/2027		461		414			393			0.0	%

						622,012		607,696			580,577			15.1	%
Internet software and services
Anaplan, Inc.(9)	First lien senior secured loan	SR + 6.50%		6/21/2029		229,639		227,355			227,343			5.9	%
Anaplan, Inc.(18)(19)	First lien senior secured revolving loan	SR + 6.50%		6/21/2028		—		(164	)		(165	)		0.0	%
Appfire Technologies, LLC(18)(19)(20)	First lien senior secured delayed draw term loan	SR + 5.50%		6/14/2024		—		(135	)		(138	)		0.0	%
Appfire Technologies, LLC(6)(18)	First lien senior secured revolving loan	L + 5.50%		3/9/2027		93		69			69			0.0	%
Armstrong Bidco Ltd. (dba The Access Group)(15)(24)	First lien senior secured loan	SA+5.75%		6/28/2029		32,268		31,874			31,462			0.8	%
Armstrong Bidco Ltd. (dba The Access Group)(18)(20)(24)	First lien senior secured delayed draw term loan	SA+5.75%		6/30/2025		—		—			—			0.0	%
Bayshore Intermediate #2, L.P. (dba Boomi)(7)	First lien senior secured loan	L + 7.75% PIK		10/2/2028		20,264		19,868			19,656			0.5	%
Bayshore Intermediate #2, L.P. (dba Boomi)(18)(19)	First lien senior secured revolving loan	L + 6.75%		10/1/2027		—		(31	)		(48	)		0.0	%
BCPE Nucleon (DE) SPV, LP(8)	First lien senior secured loan	L + 7.00%		9/24/2026		24,012		23,776			23,712			0.6	%
BCTO BSI Buyer, Inc. (dba Buildertrend)(7)	First lien senior secured loan	L + 8.00% PIK		12/23/2026		911		904			904			0.0	%
BCTO BSI Buyer, Inc. (dba Buildertrend)(6)(18)	First lien senior secured revolving loan	L + 7.00%		12/23/2026		71		70			70			0.0	%
CivicPlus, LLC(7)	First lien senior secured loan	L + 6.00%		8/24/2027		23,023		22,805			22,793			0.5	%
CivicPlus, LLC(7)	First lien senior secured delayed draw term loan	L + 6.00%		8/24/2027		4,400		4,357			4,356			0.1	%
CivicPlus, LLC(18)(19)	First lien senior secured revolving loan	L + 6.00%		8/24/2027		—		(21	)		(22	)		0.0	%
CP PIK Debt Issuer, LLC (dba CivicPlus, LLC)(9)	Unsecured notes	SR + 11.75% PIK		6/9/2034		13,429		13,028			13,027			0.3	%
Delta TopCo, Inc. (dba Infoblox, Inc.)(7)(23)	First lien senior secured loan	L + 3.75%		12/1/2027		14,962		14,884			13,512			0.3	%
Delta TopCo, Inc. (dba Infoblox, Inc.)(8)	Second lien senior secured loan	L + 7.25%		12/1/2028		49,222		48,948			45,776			1.2	%
E2open, LLC(7)(22)(23)(24)	First lien senior secured loan	L + 3.50%		2/4/2028		3,888		3,869			3,663			0.1	%
EET Buyer, Inc. (dba e-Emphasys)(8)	First lien senior secured loan	L + 5.75%		11/8/2027		19,497		19,320			19,107			0.5	%
EET Buyer, Inc. (dba e-Emphasys)(18)(19)	First lien senior secured revolving loan	L + 5.75%		11/8/2027		—		(17	)		(39	)		0.0	%
GovBrands Intermediate, Inc.(7)	First lien senior secured loan	L + 5.50%		8/4/2027		8,304		8,123			7,910			0.2	%
GovBrands Intermediate, Inc.(7)(18)(20)	First lien senior secured delayed draw term loan	L + 5.50%		8/4/2023		1,868		1,818			1,749			0.0	%
GovBrands Intermediate, Inc.(18)(19)	First lien senior secured revolving loan	L + 5.50%		8/4/2027		—		(19	)		(42	)		0.0	%
Granicus, Inc.(7)	First lien senior secured loan	L + 6.50%		1/29/2027		1,821		1,786			1,762			0.0	%
Granicus, Inc.(18)(19)	First lien senior secured revolving loan	L + 6.50%		1/29/2027		—		(3	)		(5	)		0.0	%
Granicus, Inc.(7)(18)(20)	First lien senior secured delayed draw term loan	L + 6.00%		4/23/2023		207		203			197			0.0	%
GS Acquisitionco, Inc. (dba insightsoftware)(8)	First lien senior secured loan	L + 5.75%		5/25/2026		8,042		8,006			7,921			0.2	%
GS Acquisitionco, Inc. (dba insightsoftware)(18)(19)(20)	First lien senior secured delayed draw term loan	L + 5.75%		11/2/2022		—		(6	)		(35	)		0.0	%
Help/Systems Holdings, Inc.(9)(23)	First lien senior secured loan	SR + 4.00%		11/19/2026		64,866		64,576			60,617			1.6	%
Help/Systems Holdings, Inc.(9)	Second lien senior secured loan	SR + 6.75%		11/19/2027		25,000		24,763			23,813			0.6	%
Hyland Software, Inc.(6)(23)	First lien senior secured loan	L + 3.50%		7/1/2024		19,897		19,864			19,156			0.5	%

Owl Rock Core Income Corp.

Consolidated Schedule of Investments

As of June 30, 2022

(Amounts in thousands, except share amounts)

(Unaudited)


Company(1)(2)(3)(21)(30)	Investment	Interest	Maturity Date		Par / Units		Amortized Cost(4)(26)			Fair Value			Percentage of Net Assets
Hyland Software, Inc.(6)	Second lien senior secured loan	L + 6.25%		7/7/2025		60,517		60,232			59,155			1.5	%
Ivanti Software, Inc.(7)	Second lien senior secured loan	L + 7.25%		12/1/2028		19,000		18,911			17,385			0.5	%
MessageBird BidCo B.V.(7)(24)	First lien senior secured loan	L + 6.75%		5/5/2027		5,000		4,907			4,850			0.1	%
Ministry Brands Holdings, LLC.(7)	First lien senior secured loan	L + 5.50%		12/29/2028		49,311		48,383			47,462			1.2	%
Ministry Brands Holdings, LLC.(18)(19)(20)	First lien senior secured delayed draw term loan	L + 5.50%		12/29/2023		—		(147	)		(435	)		0.0	%
Ministry Brands Holdings, LLC.(18)(19)	First lien senior secured revolving loan	L + 5.50%		12/30/2027		—		(87	)		(178	)		0.0	%
Mitnick Corporate Purchaser, Inc.(18)(22)	First lien senior secured revolving loan	L + 3.50%		5/3/2027		—		8			—			0.0	%
QAD Inc.(6)	First lien senior secured loan	L + 6.00%		11/5/2027		46,384		45,540			44,644			1.2	%
QAD Inc.(18)(19)	First lien senior secured revolving loan	L + 6.00%		11/5/2027		—		(107	)		(225	)		0.0	%
Perforce Software, Inc.(9)	First lien senior secured loan	SR + 4.50%		7/1/2026		14,963		14,599			14,588			0.4	%
Proofpoint, Inc.(8)(23)	Second lien senior secured loan	L + 6.25%		8/31/2029		7,500		7,465			7,163			0.2	%
Securonix, Inc.(10)	First lien senior secured loan	SR + 6.50%		4/5/2028		29,661		29,374			29,364			0.8	%
Securonix, Inc.(18)(19)	First lien senior secured revolving loan	SR + 6.50%		4/5/2028		—		(51	)		(53	)		0.0	%
Sophos Holdings, LLC(7)(22)(23)(24)	First lien senior secured loan	L + 3.50%		3/5/2027		31,838		31,746			29,832			0.8	%
Tahoe Finco, LLC(7)(24)	First lien senior secured loan	L + 6.00%		9/29/2028		83,721		82,955			81,628			2.1	%
Tahoe Finco, LLC(18)(19)(24)	First lien senior secured revolving loan	L + 6.00%		10/1/2027		—		(55	)		(157	)		0.0	%
Thunder Purchaser, Inc. (dba Vector Solutions)(7)	First lien senior secured loan	L + 5.75%		6/30/2028		12,002		11,897			11,702			0.4	%
Thunder Purchaser, Inc. (dba Vector Solutions)(8)(18)	First lien senior secured revolving loan	L + 5.75%		6/30/2027		245		239			227			0.0	%
Thunder Purchaser, Inc. (dba Vector Solutions)(18)(19)(20)	First lien senior secured delayed draw term loan	L + 5.75%		8/17/2023		—		—			(31	)		0.0	%
Trader Interactive, LLC (fka Dominion Web Solutions, LLC)(6)	First lien senior secured loan	L + 3.75%		7/28/2028		11,765		11,729			11,706			0.3	%
When I Work, Inc.(8)	First lien senior secured loan	L + 7.00% PIK		11/2/2027		22,650		22,448			22,027			0.6	%
When I Work, Inc.(18)(19)	First lien senior secured revolving loan	L + 6.00%		11/2/2027		—		(37	)		(114	)		0.0	%

						960,241		949,819			928,621			24.0	%
Leisure and entertainment
Troon Golf, L.L.C.(8)	First lien senior secured loan	L + 5.75%		8/5/2027		93,885		93,475			93,416			2.4	%
Troon Golf, L.L.C.(18)(19)	First lien senior secured revolving loan	L + 6.00%		8/5/2026		—		(30	)		(36	)		0.0	%
Troon Golf, L.L.C.(18)(20)	First lien senior secured delayed draw term loan	L + 5.75%		5/2/2024		20,000		19,562			19,900			0.5	%

						113,885		113,007			113,280			2.9	%
Manufacturing
ACR Group Borrower, LLC(7)	First lien senior secured loan	L + 4.50%		3/31/2028		4,084		4,033			3,971			0.1	%
ACR Group Borrower, LLC(16)(18)	First lien senior secured revolving loan	P + 3.25%		3/31/2026		850		840			826			0.0	%
Engineered Machinery Holdings, Inc. (dba Duravant)(7)(23)	First lien senior secured loan	L + 3.75%		5/19/2028		4,975		4,953			4,661			0.1	%
Engineered Machinery Holdings, Inc. (dba Duravant)(7)(22)	Second lien senior secured loan	L + 6.50%		5/21/2029		37,181		37,017			36,437			0.9	%
Engineered Machinery Holdings, Inc. (dba Duravant)(7)(22)	Second lien senior secured loan	L + 6.00%		5/21/2029		19,160		19,113			18,729			0.5	%
Gloves Buyer, Inc. (dba Protective Industrial Products)(6)	First lien senior secured loan	L + 4.00%		12/29/2027		18,775		18,404			18,446			0.5	%
Gloves Buyer, Inc. (dba Protective Industrial Products)(6)	Second lien senior secured loan	L + 8.25%		12/29/2028		11,728		11,441			11,464			0.3	%
MHE Intermediate Holdings, LLC (dba OnPoint Group)(8)	First lien senior secured loan	L + 6.00%		7/21/2027		46,091		45,689			45,054			1.1	%
MHE Intermediate Holdings, LLC (dba OnPoint Group)(7)(18)(20)	First lien senior secured delayed draw term loan	L + 6.00%		4/5/2024		12,838		12,710			12,192			0.3	%
MHE Intermediate Holdings, LLC (dba OnPoint Group)(18)(19)	First lien senior secured revolving loan	L + 5.75%		7/21/2027		—		(30	)		(80	)		0.0	%
Pro Mach Group, Inc.(6)(23)	First lien senior secured loan	L + 4.00%		8/31/2028		47,979		47,716			45,158			1.2	%
Pro Mach Group, Inc.(18)(19)(20)(23)	First lien senior secured delayed draw term loan	L + 4.00%		8/31/2023		—		(16	)		(129	)		0.0	%

Owl Rock Core Income Corp.

Consolidated Schedule of Investments

As of June 30, 2022

(Amounts in thousands, except share amounts)

(Unaudited)


Company(1)(2)(3)(21)(30)	Investment	Interest	Maturity Date		Par / Units		Amortized Cost(4)(26)			Fair Value			Percentage of Net Assets
						203,661		201,870			196,729			5.0	%
Professional Services
Apex Group Treasury, LLC(7)(24)	Second lien senior secured loan	L + 6.75%		7/27/2029		5,000		4,954			4,800			0.1	%
Apex Group Treasury, LLC(18)(19)(24)	Second lien senior secured delayed draw term loan	L + 6.75%		7/27/2029		—		—			(132	)		0.0	%
Apex Group Treasury, LLC(7)(24)	First lien senior secured loan	L + 3.75%		7/27/2028		4,963		4,952			4,714			0.1	%
Apex Service Partners, LLC(9)(18)(20)	First lien senior secured delayed draw term loan	SR + 5.50%		10/23/2023		42,510		41,557			41,502			1.1	%
Apex Service Partners, LLC(8)(18)	First lien senior secured revolving loan	L + 5.25%		7/31/2025		920		855			851			0.0	%
EM Midco2 Ltd. (dba Element Materials Technology)(22)(23)(24)	First lien senior secured loan	L + 4.25%		4/12/2029		30,000		29,960			29,128			0.7	%
Guidehouse Inc.(6)	First lien senior secured loan	L + 5.50%		10/16/2028		92,518		91,671			90,205			2.3	%
Relativity ODA LLC(7)	First lien senior secured loan	L + 7.50% PIK		5/12/2027		4,723		4,668			4,652			0.1	%
Relativity ODA LLC(18)(19)	First lien senior secured revolving loan	L + 6.50%		5/12/2027		—		(5	)		(7	)		0.0	%
Sovos Compliance, LLC(6)(23)	First lien senior secured loan	L + 4.50%		8/11/2028		25,027		24,715			23,511			0.6	%

						205,661		203,327			199,224			5.0	%
Specialty retail
Notorious Topco, LLC (dba Beauty Industry Group)(8)	First lien senior secured loan	L + 6.50%		11/23/2027		60,611		59,776			59,702			1.5	%
Notorious Topco, LLC (dba Beauty Industry Group)(7)	First lien senior secured loan	L + 6.50%		11/23/2027		165,086		162,662			162,610			4.2	%
Notorious Topco, LLC (dba Beauty Industry Group)(18)(19)(20)	First lien senior secured delayed draw term loan	L + 6.50%		11/23/2023		—		(49	)		(22	)		0.0	%
Notorious Topco, LLC (dba Beauty Industry Group)(8)(18)	First lien senior secured revolving loan	L + 6.50%		5/24/2027		2,289		2,218			2,210			0.1	%
Milan Laser Holdings LLC(6)	First lien senior secured loan	L + 5.00%		4/27/2027		20,528		20,357			20,271			0.5	%
Milan Laser Holdings LLC(18)(19)	First lien senior secured revolving loan	L + 5.00%		4/27/2026		—		(13	)		(22	)		0.0	%
The Shade Store, LLC(6)	First lien senior secured loan	L + 6.00%		10/13/2027		67,841		67,077			65,806			1.7	%
The Shade Store, LLC(8)(18)	First lien senior secured revolving loan	L + 6.00%		10/13/2026		3,409		3,336			3,205			0.1	%

						319,764		315,364			313,760			8.1	%
Telecommunications
Park Place Technologies, LLC(9)(23)	First lien senior secured loan	SR + 5.00%		11/10/2027		10,962		10,608			10,505			0.3	%
Zayo Group Holdings, Inc.(9)(22)(23)	First lien senior secured loan	SR + 4.25%		3/9/2027		9,975		9,728			9,285			0.2	%

						20,937		20,336			19,790			0.5	%
Transportation
Motus Group, LLC(6)	Second lien senior secured loan	L + 6.50%		12/10/2029		10,000		9,905			9,700			0.3	%
Safe Fleet Holdings, LLC(22)(23)	First lien senior secured loan	SR + 3.75%		2/23/2029		26,183		25,544			24,340			0.6	%

						36,183		35,449			34,040			0.9	%

Total non-controlled/non-affiliated portfolio company debt investments					$	8,210,818	$	8,095,665		$	7,911,327			204.8	%

Equity Investments
Automotive
CD&R Value Building Partners I, L.P. (dba Belron)(24)(25)(27)	LP Interest	N/A		N/A		330		33,108			30,171			0.8	%
Metis HoldCo, Inc. (dba Mavis Tire Express Services)(17)(25)	Series A Convertible Preferred Stock	7.00% PIK		N/A		11,669		11,345			10,823			0.3	%

								44,453			40,994			1.1	%
Buildings and real estate
Associations Finance, Inc.(17)(25)	Preferred Stock	12.00% PIK		N/A		215,000		209,114			209,088			5.4	%
Dodge Contruction Network Holdings, LP(25)(27)	Series A Preferred Units	N/A		N/A		—		3			3			0.0	%
Dodge Contruction Network Holdings, LP(25)(27)	Class A-2 Common Units	N/A		N/A		144		123			123			0.0	%

Owl Rock Core Income Corp.

Consolidated Schedule of Investments

As of June 30, 2022

(Amounts in thousands, except share amounts)

(Unaudited)


Company(1)(2)(3)(21)(30)	Investment	Interest	Maturity Date		Par / Units		Amortized Cost(4)(26)		Fair Value		Percentage of Net Assets
								209,240		209,214		5.4	%
Business services
Denali Holding, LP(25)(27)	Class A Units	N/A		N/A		687		7,076		8,259		0.2	%
Hercules Buyer LLC (dba The Vincit Group)(25)(27)(29)	Common Units	N/A		N/A		10		10		10		0.0	%
Knockout Intermediate Holdings I Inc. (dba Kaseya)(17)(25)	Perpetual Preferred Stock	11.75% PIK		N/A		53,600		52,263		52,260		1.4	%

								59,349		60,529		1.6	%
Consumer products
ASP Conair Holdings LP(25)(27)	Class A Units	N/A		N/A		9		929		580		0.0	%

								929		580		0.0	%
Food and beverage
Hissho Sushi Holdings, LLC(25)(27)	Class A Units	N/A		N/A		942		9,418		9,418		0.2	%

								9,418		9,418		0.2	%
Healthcare equipment and services
Maia Aggregator, LP (dba Medical Knowledge Group)(25)(27)	Class A-2 Units	N/A		N/A		12,921		12,921		12,921		0.3	%
KPCI Holdings, L.P.(25)(27)	Class A Units	N/A		N/A		2,313		2,313		2,301		0.1	%
Patriot Holdings SCSp(17)(24)(25)	Class A Units	8.00% PIK		N/A		1,031		1,031		1,031		0.0	%
Patriot Holdings SCSp(24)(25)(27)	Class B Units	N/A		N/A		129		146		146		0.0	%
Rhea Acquistion Holdings, LP(25)(27)	Series A-2 Units	N/A		N/A		11,964		11,964		11,964		0.3	%

								28,375		28,363		0.7	%
Healthcare providers and services
KOBHG Holdings, L.P. (dba OB Hospitalist)(25)(27)	Class A Interests	N/A		N/A		4		3,520		2,968		0.1	%

								3,520		2,968		0.1	%
Healthcare technology
Minerva Holdco, Inc.(17)(25)	Series A Preferred Stock	10.75% PIK		N/A		104,067		102,138		95,741		2.5	%
BEHP Co-Investor II, L.P.(24)(25)(27)	Common Units	N/A		N/A		1,270		1,272		1,270		0.0	%
WP Irving Co-Invest, L.P.(24)(25)(27)	Common Units	N/A		N/A		1,250		1,251		1,250		0.0	%

								104,661		98,261		2.5	%
Household products
Evology LLC(25)(27)	Class B Units	N/A		N/A		—		1,176		1,176		0.0	%

								1,176		1,176		0.0	%
Human resource support services
Sunshine Software Holdings, Inc. (dba Cornerstone OnDemand)(17)(25)	Series A Preferred Stock	10.50% PIK		N/A		13,036		12,736		11,211		0.3	%

								12,736		11,211		0.3	%
Insurance
Evolution Parent, LP(25)(27)	LP Interest	N/A		N/A		3		270		270		0.0	%
GrowthCurve Capital Sunrise Co-Invest LP (dba Brightway)(25)(27)	LP Interest	N/A		N/A		4		422		421		0.0	%
PCF Holdco, LLC (dba PCF Insurance Services)(25)(27)	Class A Units	N/A		N/A		4,649		11,789		14,716		0.4	%
PCF Holdco, LLC (dba PCF Insurance Services)(25)(27)	Class A Warrants	N/A		N/A		1,399		3,547		4,432		0.1	%

								16,028		19,839		0.5	%
Internet software and services
Brooklyn Lender Co-Invest 2, L.P. (dba Boomi)(25)(27)	Common Units	N/A		N/A		1,729		1,729		1,462		0.0	%
Insight CP (Blocker) Holdings, L.P. (dba CivicPlus, LLC)(24)(25)(27)	LP Interest	N/A		N/A		—		987		987		0.0	%
MessageBird Holding B.V.(24)(25)(27)	Extended Series C Warrants	N/A		N/A		8		49		17		0.0	%
Project Alpine Co-Invest Fund, L.P.(24)(25)(27)	LP Interest	N/A		N/A		17,000		17,010		17,000		0.4	%
Thunder Topco L.P.(25)(27)	Common Units	N/A		N/A		713		713		652		0.0	%

Owl Rock Core Income Corp.

Consolidated Schedule of Investments

As of June 30, 2022

(Amounts in thousands, except share amounts)

(Unaudited)


Company(1)(2)(3)(21)(30)	Investment	Interest	Maturity Date		Par / Units		Amortized Cost(4)(26)		Fair Value		Percentage of Net Assets
WMC Bidco, Inc. (dba West Monroe)(17)(25)	Senior Preferred Stock	11.25% PIK		N/A		35,858		35,035		32,810		0.8	%
BCTO WIW Holdings, Inc. (dba When I Work)(25)(27)	Class A Common Stock	N/A		N/A		57		5,700		4,313		0.1	%

								61,223		57,241		1.3	%
Manufacturing
Gloves Holding, LP (dba Protective Industrial Products)(25)(27)	LP Interest	N/A		N/A		100		100		107		0.0	%

								100		107		0.0	%

Total non-controlled/non-affiliated portfolio company equity investments							$	551,208	$	539,901		13.7	%

Total Investments							$	8,646,873	$	8,451,228		218.5	%

(1)	Certain portfolio company investments are subject to contractual restrictions on sales.

(2)

Unless otherwise indicated, all investments are non-controlled, non-affiliated investments. Non-controlled, non-affiliated investments are defined as investments in which the Company owns less than 5% of the portfolio company’s outstanding voting securities and does not have the power to exercise control over the management or policies of such portfolio company.

(3)	Unless otherwise indicated, all investments are considered Level 3 investments.

(4)	The amortized cost represents the original cost adjusted for the amortization and accretion of premiums and discounts, as applicable, on debt investments using the effective interest method.

(5)

Unless otherwise indicated, loan contains a variable rate structure, and may be subject to an interest rate floor. Variable rate loans bear interest at a rate that may be determined by reference to either the London Interbank Offered Rate (“LIBOR” or “L”) (which can include one-, two-, three-, six-, or twelve-month LIBOR), Secured Overnight Financing Rate (“SOFR” or “SR”) (which can include one-, three-, six- or twelve-month SOFR), Euro Interbank Offered Rate (“EURIBOR” or “E”), Canadian Dollar Offered Rate (“CDOR” or “C”) (which can include one-, the-, six- or twelve-month CDOR), Serling Overnight Interbank Average Rate (“SONIA” or “SA”) or an alternate base rate (which can include the Federal Funds Effective Rate or the Prime Rate (“Prime” or “P”)), at the borrower’s option, and which reset periodically based on the terms of the loan agreement.

(6)	The interest rate on these loans is subject to 1 month LIBOR, which as of June 30, 2022 was 1.79%.

(7)	The interest rate on these loans is subject to 3 month LIBOR, which as of June 30, 2022 was 2.29%.

(8)	The interest rate on these loans is subject to 6 month LIBOR, which as of June 30, 2022 was 2.94%.

(9)	The interest rate on these loans is subject to 1 month SOFR, which as of June 30, 2022 was 1.69%.

(10)	The interest rate on these loans is subject to 3 month SOFR, which as of June 30, 2022 was 2.12%.

(11)	The interest rate on these loans is subject to 6 month SOFR, which as of June 30, 2022 was 2.63%.

(12)	The interest rate on these loans is subject to 1 month CDOR, which as of June 30, 2022 was 2.14%.

(13)	The interest rate on these loans is subject to 3 month CDOR, which as of June 30, 2022 was 2.17%.

(14)	The interest rate on these loans is subject to 3 month EURIBOR, which as of June 30, 2022 was (0.20)%.

(15)	The interest rate on these loans is subject to SONIA, which as of June 30, 2022 was 1.19%.

(16)	The interest rate on these loans is subject to the Prime rate, which as of June 30, 2022 was 4.75%

(17)	Investment does not contain a variable rate structure.

(18)	Position or portion thereof is an unfunded loan commitment. See Note 7 “Commitments and Contingencies”.

(19)	The negative cost is the result of the capitalized discount being greater than the principal amount outstanding on the loan. The negative fair value is the result of the capitalized discount on the loan.

(20)	The date disclosed represents the commitment period of the unfunded term loan. Upon expiration of the commitment period, the funded portion of the term loan may be subject to a longer maturity date.

(21)	Unless otherwise indicated, loan represents a co-investment made with the Company’s affiliates in accordance with the terms of exemptive relief that the Company received from the U.S. Securities and Exchange Commission. See Note 3 “Agreements and Related Party Transactions”.

(22)	This portfolio company was not a co-investment made with the Company’s affiliates in accordance with the terms of exemptive relief that the Company received from the U.S. Securities and Exchange Commission.

(23)	Level 2 Investment.

(24)

This portfolio company is not a qualifying asset under Section 55(a) of the 1940 Act. Under the 1940 Act, the Company may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of total assets. As of June 30, 2022, non-qualifying assets represented 9.2% of total assets as calculated in accordance with the regulatory requirements.

Owl Rock Core Income Corp.

Consolidated Schedule of Investments

As of June 30, 2022

(Amounts in thousands, except share amounts)

(Unaudited)

(25)

Security acquired in transaction exempt from registration under the Securities Act of 1933, and may be deemed to be “restricted security” under the Securities Act. As of June 30, 2022, the aggregate fair value of these securities is $539.9 million, or 14.0% of the Company’s net assets. The acquisition dates of the restricted securities are as follows:


Portfolio Company	Investment	Acquisition Date
ASP Conair Holdings LP	Class A Units	May 17, 2021
Associations Finance, Inc.	Preferred Stock	June 10, 2022
BCTO WIW Holdings, Inc. (dba When I Work)	Class A Common Stock	November 2, 2021
BEHP Co-Investor II, L.P.	Common Equity	May 11, 2022
Brooklyn Lender Co-Invest 2, L.P. (dba Boomi)	Common Units	October 1, 2021
CD&R Value Building Partners I, L.P. (dba Belron)	LP Interest	December 2, 2021
Denali Holding LP (dba Summit Companies)	Class A Units	September 15, 2021
Dodge Construction Network Holdings, L.P.	Class A-2 Common Units	February 23, 2022
Dodge Construction Network Holdings, L.P.	Series A Preferred Units	February 23, 2022
Evology LLC	Class B Units	January 24, 2022
Evolution Parent, LP (dba SIAA)	Class A Interests	April 30, 2021
Gloves Holding, LP (dba Protective Industrial Products)	LP Interest	December 29, 2020
GrowthCurve Capital Sunrise Co-Invest LP (dba Brightway)	LP Interest	December 16, 2021
Hercules Buyer, LLC (dba The Vincit Group)	Common Units	December 15, 2020
Hissho Sushi Holdings, LLC	Class A Units	May 17, 2022
Insight CP (Blocker) Holdings, L.P.	LP Interest	June 8, 2022
Knockout Intermediate Holdings I Inc.	Perpetual Preferred Stock	June 23, 2022
KOBHG Holdings, L.P. (dba OB Hospitalist)	Class A Interests	September 27, 2021
KPCI Holdings, L.P.	LP Interest	November 30, 2020
Maia Aggregator, LP	Class A-2 Units	February 1, 2022
MessageBird Holding B.V.	Extended Series C Warrants	April 29, 2021
Metis HoldCo, Inc. (dba Mavis Tire Express Services)	Series A Convertible Preferred Stock	May 4, 2021
Minerva Holdco, Inc.	Series A Preferred Stock	February 15, 2022
Patriot Holdings SCSp (dba Corza Health, Inc.)	Class A Units	January 29, 2021
Patriot Holdings SCSp (dba Corza Health, Inc.)	Class B Units	January 29, 2021
PCF Holdco, LLC (dba PCF Insurance Services)	Class A Units	November 1, 2021
PCF Holdco, LLC (dba PCF Insurance Services)	Class A Warrants	November 1, 2021
Project Alpine Co-Invest Fund, L.P.	LP Interest	June 10, 2022
Rhea Acquistion Holdings, LP	Series A-2 Units	February 18, 2022
Sunshine Software Holdings, Inc. (dba Cornerstone OnDemand)	Series A Preferred Stock	October 15, 2021
Thunder Topco L.P. (dba Vector Solutions)	Common Units	June 30, 2021
WMC Bidco, Inc. (dba West Monroe)	Senior Preferred Stock	November 9, 2021
WP Irving Co-Invest, L.P.	Common Equity	May 18, 2022

(26)

As of June 30, 2022, the net estimated unrealized loss on investments for U.S. federal income tax purposes was $186.0 million based on a tax cost basis of $8.6 billion. As of June 30, 2022, the estimated aggregate gross unrealized loss for U.S. federal income tax purposes was $191.9 million. As of June 30, 2022, the estimated aggregate gross unrealized gain for U.S. federal income tax purposes was $5.9 million.

(27)	Investment is non-income producing.

(28)	Investment is not pledged as collateral for the credit facilities.

(29)	We invest in this portfolio company through underlying blocker entities Hercules Blocker 1 LLC, Hercules Blocker 2 LLC, Hercules Blocker 3 LLC, Hercules Blocker 4 LLC, and Hercules Blocker 5 LLC.

(30)	Unless otherwise indicated, the Company’s portfolio companies are pledged as collateral supporting the amounts outstanding under the Revolving Credit Facility and SPV Asset Facilities. See Note 6 “Debt”.

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

Owl Rock Core Income Corp.

Consolidated Schedule of Investments

As of December 31, 2021

(Amounts in thousands, except share amounts)


Company(1)(2)(3)(25)	Investment	Interest	Maturity Date	Par / Units		Amortized Cost(4)(20)			Fair Value			Percentage of Net Assets
Non-controlled/non-affiliated portfolio company investments
Debt Investments(5)
Advertising and media
Global Music Rights, LLC(8)(16)	First lien senior secured loan	L + 5.75%	8/28/2028	$	84,375	$	82,754		$	82,688			5.2	%
Global Music Rights, LLC(13)(14)(16)	First lien senior secured revolving loan	L + 5.75%	8/27/2027		—		(141	)		(150	)		—	%
IRI Holdings, Inc.(6)(16)(17)	First lien senior secured loan	L + 4.25%	12/1/2025		4,974		4,980			4,968			0.3	%

					89,349		87,593			87,506			5.5	%
Aerospace and Defense
Bleriot US Bidco Inc.(8)(16)(17)	First lien senior secured loan	L + 4.00%	10/30/2026		4,975		4,975			4,966			0.3	%
Peraton Corp.(6)(17)	First lien senior secured loan	L + 3.75%	2/1/2028		4,963		4,974			4,961			0.3	%
Peraton Corp.(6)(16)	Second lien senior secured loan	L + 7.75%	2/1/2029		5,000		4,932			4,975			0.3	%

					14,938		14,881			14,902			0.9	%
Automotive
Mavis Tire Express Services Topco Corp.(6)(17)	First lien senior secured loan	L + 4.00%	5/4/2028		9,950		9,904			9,950			0.6	%

					9,950		9,904			9,950			0.6	%
Buildings and real estate
Associations, Inc.(8)(16)	First lien senior secured loan	L + 6.50% (incl. 2.50% PIK)	7/2/2027		121,391		120,001			120,175			7.5	%
Associations, Inc.(13)(14)(16)	First lien senior secured revolving loan	L + 6.50%	7/2/2027		—		(44	)		(48	)		—	%
Dodge Data & Analytics LLC(9)(16)	First lien senior secured loan	L + 7.50%	4/14/2026		2,149		2,111			2,213			0.1	%
Dodge Data & Analytics LLC(13)(14)(16)	First lien senior secured revolving loan	L + 7.50%	4/14/2026		—		(2	)		—			—	%
REALPAGE, INC.(6)(16)	Second lien senior secured loan	L + 6.50%	4/23/2029		2,500		2,465			2,529			0.2	%

					126,040		124,531			124,869			7.8	%
Business services
Denali BuyerCo, LLC (dba Summit Companies)(8)(16)	First lien senior secured loan	L + 6.00%	9/15/2028		97,901		96,587			96,922			6.1	%
Denali BuyerCo, LLC (dba Summit Companies)(8)(13)(15)(16)	First lien senior secured delayed draw term loan	L + 6.00%	9/15/2023		4,173		4,014			4,131			0.3	%
Denali BuyerCo, LLC (dba Summit Companies)(13)(14)(16)	First lien senior secured revolving loan	L + 6.00%	9/15/2027		—		(70	)		(74	)		—	%
Diamondback Acquisition, Inc. (dba Sphera)(6)(16)	First lien senior secured loan	L + 5.50%	9/13/2028		47,827		46,904			46,871			3.0	%
Diamondback Acquisition, Inc. (dba Sphera)(13)(14)(15)(16)	First lien senior secured delayed draw term loan	L + 5.50%	9/13/2023		—		(91	)		(96	)		—	%
Hercules Borrower, LLC (dba The Vincit Group)(8)(16)	First lien senior secured loan	L + 6.50%	12/15/2026		816		805			816			0.1	%
Hercules Borrower, LLC (dba The Vincit Group)(8)(16)	First lien senior secured loan	L + 5.50%	12/15/2026		2,215		2,194			2,193			0.1	%
Hercules Borrower, LLC (dba The Vincit Group)(13)(15)(16)	First lien senior secured delayed draw term loan	L + 5.50%	9/10/2023		—		—			—			—	%
Hercules Borrower, LLC (dba The Vincit Group)(13)(14)(16)	First lien senior secured revolving loan	L + 6.50%	12/15/2026		—		(1	)		—			—	%

Owl Rock Core Income Corp.

Consolidated Schedule of Investments (Continued)

As of December 31, 2021

(Amounts in thousands, except share amounts)


Company(1)(2)(3)(25)	Investment	Interest	Maturity Date	Par / Units		Amortized Cost(4)(20)			Fair Value			Percentage of Net Assets
Hercules Buyer, LLC (dba The Vincit Group)(16)(23)(24)	Unsecured notes	0.48% PIK	12/14/2029		24		24			24			—	%
KPSKY Acquisition, Inc. (dba BluSky)(6)(16)	First lien senior secured loan	L + 5.50%	10/19/2028		76,315		74,824			74,789			4.7	%
KPSKY Acquisition, Inc. (dba BluSky)(12)(13)(15)(16)	First lien senior secured delayed draw term loan	P + 4.50%	10/19/2023		4,361		4,233			4,230			0.3	%
Packers Holdings, LLC(9)(17)	First lien senior secured loan	L + 3.25%	3/9/2028		4,269		4,250			4,239			0.3	%

					237,901		233,673			234,045			14.9	%
Chemicals
Aruba Investments Holdings LLC (dba Angus Chemical Company)(9)(16)	Second lien senior secured loan	L + 7.75%	11/24/2028		1,000		987			1,000			0.1	%
Gaylord Chemical Company, L.L.C.(8)(16)	First lien senior secured loan	L + 6.50%	3/30/2027		104,356		103,339			103,835			6.6	%
Gaylord Chemical Company, L.L.C.(13)(14)(16)	First lien senior secured revolving loan	L + 6.50%	3/30/2026		—		(7	)		(4	)		—	%
Gaylord Chemical Company, L.L.C.(13)(14)(16)	First lien senior secured revolving loan	L + 6.50%	3/30/2026		—		(31	)		(16	)		—	%
Velocity HoldCo III Inc. (dba VelocityEHS)(8)(16)	First lien senior secured loan	L + 5.75%	4/22/2027		2,347		2,299			2,300			0.1	%
Velocity HoldCo III Inc. (dba VelocityEHS)(13)(14)(16)	First lien senior secured revolving loan	L + 5.75%	4/22/2026		—		(3	)		(3	)		—	%

					107,703		106,584			107,112			6.8	%
Consumer products
ConAir Holdings LLC(8)(16)	Second lien senior secured loan	L + 7.50%	5/17/2029		32,500		32,003			32,500			2.1	%
Lignetics Investment Corp.(8)(16)	First lien senior secured loan	L + 6.00%	11/1/2027		76,471		75,537			75,515			4.8	%
Lignetics Investment Corp.(13)(14)(15)(16)	First lien senior secured delayed draw term loan	L + 6.00%	11/1/2023		—		(116	)		(119	)		—	%
Lignetics Investment Corp.(8)(13)(16)	First lien senior secured revolving loan	L + 6.00%	11/1/2026		1,912		1,773			1,768			0.1	%
Olaplex, Inc.(6)(16)	First lien senior secured loan	L + 6.25%	1/8/2026		968		960			968			0.1	%

					111,851		110,157			110,632			7.1	%
Containers and packaging
Ascend Buyer, LLC (dba PPC Flexible Packaging)(8)(16)	First lien senior secured loan	L + 5.75%	10/2/2028		50,206		49,718			49,704			3.1	%
Ascend Buyer, LLC (dba PPC Flexible Packaging)(8)(13)(16)	First lien senior secured revolving loan	L + 5.75%	9/30/2027		851		802			800			0.1	%
BW Holding, Inc. (dba Brook & Whittle)(8)(16)	First lien senior secured loan	L + 4.00%	12/14/2028		15,816		15,658			15,658			1.0	%
BW Holding, Inc. (dba Brook & Whittle)(13)(14)(15)(16)	First lien senior secured delayed draw term loan	L + 4.00%	12/17/2023		—		(21	)		(21	)		—	%
Fortis Solutions Group, LLC(8)(16)	First lien senior secured loan	L + 5.50%	10/13/2028		48,576		47,631			47,604			3.0	%
Fortis Solutions Group, LLC(13)(14)(15)(16)	First lien senior secured delayed draw term loan	L + 5.50%	10/13/2023		—		(191	)		(197	)		0.0	%
Fortis Solutions Group, LLC(13)(14)(16)	First lien senior secured revolving loan	L + 5.50%	10/15/2027		—		(130	)		(135	)		0.0	%
Pregis Topco LLC(6)(16)	Second lien senior secured loan	L + 6.75%	8/1/2029		30,000		30,000			30,000			1.9	%
Pregis Topco LLC(6)(16)	Second lien senior secured loan	L + 8.00%	8/1/2029		2,500		2,500			2,500			0.2	%

Owl Rock Core Income Corp.

Consolidated Schedule of Investments (Continued)

As of December 31, 2021

(Amounts in thousands, except share amounts)


Company(1)(2)(3)(25)	Investment	Interest	Maturity Date	Par / Units		Amortized Cost(4)(20)			Fair Value			Percentage of Net Assets
Ring Container Technologies Group, LLC(6)(16)(17)	First lien senior secured loan	L + 3.75%	8/12/2028		5,000		4,988			5,005			0.3	%

					152,949		150,955			150,918			9.6	%
Distribution
Dealer Tire, LLC(6)(16)(17)	First lien senior secured loan	L + 4.25%	12/12/2025		5,077		5,086			5,069			0.3	%
Individual Foodservice Holdings, LLC(9)(16)	First lien senior secured loan	L + 6.25%	11/21/2025		44,758		44,324			44,534			2.8	%
Individual Foodservice Holdings, LLC(9)(13)(14)(15)(16)	First lien senior secured delayed draw term loan	L + 6.25%	6/30/2022		70		(73	)		(5	)		0.0	%
Individual Foodservice Holdings, LLC(6)(13)(16)	First lien senior secured revolving loan	L + 6.25%	11/22/2024		4		3			3			0.0	%
SRS Distribution, Inc.(9)(16)(17)	First lien senior secured loan	L + 3.75%	6/2/2028		4,988		4,953			4,972			0.3	%

					54,897		54,293			54,573			3.4	%
Education
Pluralsight, LLC(9)(16)	First lien senior secured loan	L + 8.00%	4/6/2027		6,255		6,196			6,191			0.4	%
Pluralsight, LLC(13)(14)(16)	First lien senior secured revolving loan	L + 8.00%	4/6/2027		—		(3	)		(4	)		0.0	%

					6,255		6,193			6,187			0.4	%
Financial services
AxiomSL Group, Inc.(8)(16)	First lien senior secured loan	L + 6.00%	12/3/2027		35,185		34,846			34,921			2.2	%
AxiomSL Group, Inc.(13)(14)(15)(16)	First lien senior secured delayed draw term loan	L + 6.00%	7/21/2023		—		(10	)		—			0.0	%
AxiomSL Group, Inc.(13)(14)(16)	First lien senior secured revolving loan	L + 6.00%	12/3/2025		—		(24	)		(19	)		0.0	%
Hg Saturn Luchaco Limited(11)(16)(18)	Unsecured facility	S + 7.50% PIK	3/30/2026		2,114		2,140			2,092			0.1	%
Muine Gall, LLC(9)(16)(18)(22)	First lien senior secured loan	L + 7.00% PIK	9/21/2024		86,771		86,891			86,771			5.5
NMI Acquisitionco, Inc. (dba Network Merchants)(6)(16)	First lien senior secured loan	L + 5.75%	9/6/2025		8,559		8,478			8,504			0.5	%
NMI Acquisitionco, Inc. (dba Network Merchants)(6)(13)(15)(16)	First lien senior secured delayed draw term loan	L + 5.75%	10/2/2023		1,680		1,646			1,669			0.1	%
NMI Acquisitionco, Inc. (dba Network Merchants)(13)(14)(16)	First lien senior secured revolving loan	L + 5.75%	9/6/2025		—		(8	)		(4	)		0.0	%

					134,309		133,959			133,934			8.4	%
Food and beverage
Balrog Acquisition, Inc. (dba Bakemark)(9)(16)	First lien senior secured loan	L + 4.00%	9/5/2028		14,000		13,860			13,965			0.9	%
Balrog Acquisition, Inc. (dba Bakemark)(9)(16)	Second lien senior secured loan	L + 7.00%	9/3/2029		6,000		5,951			5,950			0.4	%
Shearer’s Foods, LLC(6)(16)(17)	First lien senior secured loan	L + 3.50%	9/23/2027		4,920		4,920			4,900			0.3	%
Sovos Brands Intermediate, Inc.(8)(16)(17)	First lien senior secured loan	L + 3.75%	6/8/2028		4,145		4,135			4,139			0.3	%
Ultimate Baked Goods Midco, LLC(6)(16)	First lien senior secured loan	L + 6.25%	8/13/2027		16,500		16,109			16,087			1.0	%
Ultimate Baked Goods Midco, LLC(12)(13)(16)	First lien senior secured revolving loan	P + 6.25%	8/13/2027		1,050		1,003			1,000			0.1	%

					46,615		45,978			46,041			3.0	%
Healthcare equipment and services
Canadian Hospital Specialties Ltd.(10)(16)	First lien senior secured loan	C + 4.25%	4/14/2028		3,530		3,509			3,486			0.2	%

Owl Rock Core Income Corp.

Consolidated Schedule of Investments (Continued)

As of December 31, 2021

(Amounts in thousands, except share amounts)


Company(1)(2)(3)(25)	Investment	Interest	Maturity Date	Par / Units		Amortized Cost(4)(20)			Fair Value			Percentage of Net Assets
Canadian Hospital Specialties Ltd.(13)(14)(15)(16)	First lien senior secured delayed draw term loan	C + 4.50%	4/15/2023		—		(6	)		(12	)		0.0	%
Canadian Hospital Specialties Ltd.(10)(13)(16)	First lien senior secured revolving loan	C + 4.25%	4/15/2027		82		75			69			0.0	%
Medline Borrower, LP(6)(16)(17)	First lien senior secured loan	L + 3.25%	10/23/2028		25,000		24,880			24,990			1.6	%
Medline Borrower, LP(13)(14)(16)	First lien senior secured revolving loan	L + 3.25%	10/21/2026		—		(44	)		(45	)		0.0	%
Packaging Coordinators Midco, Inc.(8)(16)	Second lien senior secured loan	L + 7.00%	12/13/2029		53,918		52,247			52,840			3.3	%
Patriot Acquisition TopCo S.A.R.L (dba Corza Health, Inc.)(7)(16)	First lien senior secured loan	L + 6.75%	1/31/2028		42,462		41,832			41,932			2.6	%
Patriot Acquisition TopCo S.A.R.L (dba Corza Health, Inc.)(13)(14)(16)	First lien senior secured revolving loan	L + 6.75%	1/29/2026		—		(1	)		(1	)		0.0	%

					124,992		122,492			123,259			7.7	%
Healthcare providers and services
Ex Vivo Parent Inc. (dba OB Hospitalist)(8)(16)	First lien senior secured loan	L + 9.50%PIK	9/27/2028		30,503		29,909			29,893			1.9	%
OB Hospitalist Group, Inc.(8)(16)	First lien senior secured loan	L + 5.50%	9/27/2027		61,657		60,469			60,424			3.8	%
OB Hospitalist Group, Inc.(6)(13)(16)	First lien senior secured revolving loan	L + 5.50%	9/27/2027		853		700			693			0.0	%
Phoenix Newco, Inc. (dba Parexel)(6)(16)(17)	First lien senior secured loan	L + 3.50%	11/15/2028		27,500		27,363			27,489			1.7	%
Phoenix Newco, Inc. (dba Parexel)(6)(16)	Second lien senior secured loan	L + 6.50%	11/15/2029		135,000		133,666			133,650			8.5	%
Quva Pharma, Inc.(9)(16)	First lien senior secured loan	L + 5.50%	4/12/2028		4,534		4,409			4,409			0.3	%
Quva Pharma, Inc.(13)(14)(16)	First lien senior secured revolving loan	L + 5.50%	4/10/2026		—		(12	)		(13	)		0.0	%
Refresh Parent Holdings, Inc.(8)(16)	First lien senior secured loan	L + 6.50%	12/9/2026		7,836		7,756			7,778			0.5	%
Refresh Parent Holdings, Inc.(8)(13)(15)(16)	First lien senior secured delayed draw term loan	L + 6.50%	6/9/2022		380		375			377			0.0	%
Refresh Parent Holdings, Inc.(13)(14)(15)(16)	First lien senior secured delayed draw term loan	L + 6.50%	5/17/2023		—		(104	)		(80	)		0.0	%
Refresh Parent Holdings, Inc.(8)(13)(16)	First lien senior secured revolving loan	P + 6.50%	12/9/2026		52		50			51			0.0	%

					268,315		264,581			264,671			16.7	%
Healthcare technology
BCPE Osprey Buyer, Inc. (dba PartsSource)(9)(16)	First lien senior secured loan	L + 5.75%	8/23/2028		54,310		53,480			53,441			3.4	%
BCPE Osprey Buyer, Inc. (dba PartsSource)(13)(14)(15)(16)	First lien senior secured delayed draw term loan	L + 5.75%	8/23/2023		—		(223	)		(147	)		0.0	%
BCPE Osprey Buyer, Inc. (dba PartsSource)(13)(14)(16)	First lien senior secured revolving loan	L + 5.75%	8/21/2026		—		(69	)		(74	)		0.0	%
GI Ranger Intermediate, LLC (dba Rectangle Health)(8)(16)	First lien senior secured loan	L + 6.00%	10/30/2028		18,238		17,881			17,873			1.1	%
GI Ranger Intermediate, LLC (dba Rectangle Health)(13)(14)(15)(16)	First lien senior secured delayed draw term loan	L + 6.00%	10/29/2023		—		(27	)		(28	)		0.0	%
GI Ranger Intermediate, LLC (dba Rectangle Health)(13)(14)(16)	First lien senior secured revolving loan	L + 6.00%	10/29/2027		—		(32	)		(33	)		0.0	%

Owl Rock Core Income Corp.

Consolidated Schedule of Investments (Continued)

As of December 31, 2021

(Amounts in thousands, except share amounts)


Company(1)(2)(3)(25)	Investment	Interest	Maturity Date	Par / Units		Amortized Cost(4)(20)			Fair Value			Percentage of Net Assets
Inovalon Holdings, Inc.(8)(16)	First lien senior secured loan	L + 5.75%	11/24/2028		79,270		77,313			77,289			4.9	%
Inovalon Holdings, Inc.(13)(14)(15)(16)	First lien senior secured delayed draw term loan	L + 5.75%	5/24/2024		—		(104	)		(106	)		0.0	%
Inovalon Holdings, Inc.(8)(16)	Second lien senior secured loan	L + 10.50% PIK	11/24/2033		37,761		37,009			37,005			2.3	%
Intelerad Medical Systems Incorporated (fka 11849573 Canada Inc.)(8)(16)(18)	First lien senior secured loan	L + 6.25%	8/21/2026		28,855		28,506			28,783			1.8	%
Intelerad Medical Systems Incorporated (fka 11849573 Canada Inc.)(8)(13)(16)(18)	First lien senior secured revolving loan	L + 6.25%	8/21/2026		744		744			741			0.0	%
Project Ruby Ultimate Parent Corp. (dba Wellsky)(6)(16)(17)	First lien senior secured loan	L + 3.25%	3/10/2028		4,466		4,446			4,459			0.3	%

					223,644		218,924			219,203			13.8	%
Household products
Southern Air & Heat Holdings, LLC(8)(16)	First lien senior secured loan	L + 4.50%	10/1/2027		1,090		1,074			1,074			0.1	%
Southern Air & Heat Holdings, LLC(8)(13)(15)(16)	First lien senior secured delayed draw term loan	L + 4.50%	10/1/2023		76		60			59			0.0	%
Southern Air & Heat Holdings, LLC(13)(14)(16)	First lien senior secured revolving loan	L + 4.50%	10/1/2027		—		(4	)		(4	)		0.0	%
Walker Edison Furniture Company LLC(8)(16)	First lien senior secured loan	L + 8.75% (incl. 3.00% PIK)	3/31/2027		9,994		9,994			9,494			0.6	%

					11,160		11,124			10,623			0.7	%
Human resource support services
Cornerstone OnDemand, Inc.(8)(17)	First lien senior secured loan	L + 3.75%	10/16/2028		20,000		19,902			19,922			1.3	%
Cornerstone OnDemand, Inc.(9)(16)	Second lien senior secured loan	L + 6.50%	10/15/2029		44,583		43,927			43,915			2.8	%
IG Investments Holdings, LLC (dba Insight Global)(8)(16)	First lien senior secured loan	L + 6.00%	9/22/2028		46,271		45,377			45,462			2.9	%
IG Investments Holdings, LLC (dba Insight Global)(6)(13)(16)	First lien senior secured revolving loan	L + 6.00%	9/22/2027		1,806		1,737			1,743			0.1	%

					112,660		110,943			111,042			7.1	%
Infrastructure and environmental services
Aegion Corporation(8)	First lien senior secured loan	L + 4.75%	5/17/2028		4,988		4,965			5,003			0.3	%
USIC Holdings, Inc.(6)(17)	First lien senior secured loan	L + 3.50%	5/12/2028		4,988		4,965			4,976			0.3	%
USIC Holdings, Inc.(6)(16)	Second lien senior secured loan	L + 6.50%	5/14/2029		18,000		17,831			17,865			1.1	%

					27,976		27,761			27,844			1.7	%
Insurance
Alera Group, Inc.(6)(16)	First lien senior secured loan	L + 5.50%	10/2/2028		81,567		79,786			79,731			5.0	%
Alera Group, Inc.(6)(13)(15)(16)	First lien senior secured delayed draw term loan	L + 5.50%	10/2/2023		22,412		21,449			21,316			1.3	%
AssuredPartners, Inc.(6)(17)	First lien senior secured loan	L + 3.50%	2/12/2027		7,960		7,960			7,940			0.5	%
Asurion, LLC(6)(16)(17)	Second lien senior secured loan	L + 5.25%	1/22/2029		48,000		47,543			47,770			3.0	%
Brightway Holdings, LLC(8)(16)	First lien senior secured loan	L + 6.50%	12/15/2027		17,895		17,672			17,671			1.1	%
Brightway Holdings, LLC(13)(14)	First lien senior secured revolving loan	L + 6.50%	12/15/2027		—		(26	)		(26	)		0.0	%
Evolution BuyerCo, Inc. (dba SIAA)(8)(16)	First lien senior secured loan	L + 6.25%	4/28/2028		9,031		8,911			8,918			0.6	%

Owl Rock Core Income Corp.

Consolidated Schedule of Investments (Continued)

As of December 31, 2021

(Amounts in thousands, except share amounts)


Company(1)(2)(3)(25)	Investment	Interest	Maturity Date		Par / Units		Amortized Cost(4)(20)			Fair Value			Percentage of Net Assets
Evolution BuyerCo, Inc. (dba SIAA)(8)(13)(15)(16)	First lien senior secured delayed draw term loan	L + 6.25%		4/28/2023		6,895		6,652			6,784			0.4	%
Evolution BuyerCo, Inc. (dba SIAA)(13)(14)(16)	First lien senior secured revolving loan	L + 6.25%		4/30/2027		—		(9	)		(8	)		0.0	%
KUSRP Intermediate, Inc. (dba U.S. Retirement and Benefits Partners)(8)(16)	First lien senior secured loan	L + 9.50% PIK		7/24/2028		12,348		12,113			12,101		$	0.8	%
Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services)(9)(16)	First lien senior secured loan	L + 6.00%		11/1/2028		45,235		44,791			44,782			2.8	%
Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services)(9)(13)(15)(16)	First lien senior secured delayed draw term loan D	L + 6.00%		5/1/2023		7,986		7,907			7,906			0.5	%
Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services)(13)(14)(16)	First lien senior secured revolving loan	L + 6.00%		11/1/2027		—		(25	)		(26	)		0.0	%
PCF Midco II, LLC (dba PCF Insurance Services)(16)(24)	First lien senior secured loan	9.00% PIK		10/31/2031		44,340		40,169			40,128			2.5	%
TEMPO BUYER CORP. (dba Global Claims Services)(8)(16)	First lien senior secured loan	L + 5.50%		8/26/2028		36,524		35,823			35,793			2.3	%
TEMPO BUYER CORP. (dba Global Claims Services)(13)(14)(15)(16)	First lien senior secured delayed draw term loan	L + 5.50%		8/26/2023		—		(98	)		(103	)		0.0	%
TEMPO BUYER CORP. (dba Global Claims Services)(13)(14)(16)	First lien senior secured revolving loan	L + 5.50%		8/26/2027		—		(97	)		(103	)		0.0	%
USRP Holdings, Inc. (dba U.S. Retirement and Benefits Partners)(8)(16)	First lien senior secured loan	L + 5.50%		7/23/2027		15,055		14,771			14,754			0.9	%
USRP Holdings, Inc. (dba U.S. Retirement and Benefits Partners)(8)(13)(14)(16)	First lien senior secured revolving loan	L + 5.50%		7/23/2027		18		(2	)		(4	)		0.0	%
KWOR Acquisition, Inc. (dba Alacrity Solutions)(6)(16)	First lien senior secured loan	L + 5.25%		12/22/2028		24,585		24,218			24,218			1.5	%
KWOR Acquisition, Inc. (dba Alacrity Solutions)(12)(13)(16)	First lien senior secured revolving loan	P + 4.25%		12/22/2027		341		290			290			0.0	%

						380,192		369,798			369,832			23.2	%
Internet software and services
Bayshore Intermediate #2, L.P. (dba Boomi)(8)(16)	First lien senior secured loan	L + 7.75%PIK		10/2/2028		19,121		18,702			18,690			1.2	%
Bayshore Intermediate #2, L.P. (dba Boomi)(13)(14)(16)	First lien senior secured revolving loan	L + 6.75%		10/1/2027		—		(34	)		(36	)		0.0	%
BCPE Nucleon (DE) SPV, LP(9)(16)	First lien senior secured loan	L + 7.00%		9/24/2026		1,333		1,316			1,327			0.1	%
BCTO BSI Buyer, Inc. (dba Buildertrend)(8)(16)	First lien senior secured loan	L + 7.00%		12/23/2026		893		885			888			0.1	%
BCTO BSI Buyer, Inc. (dba Buildertrend)(8)(13)(16)	First lien senior secured revolving loan	L + 7.00%		12/23/2026		60		59			60			0.0	%
CivicPlus, LLC(8)(16)	First lien senior secured loan	L + 6.00%		8/24/2027		9,387		9,297			9,293			0.6	%
CivicPlus, LLC(13)(15)(16)	First lien senior secured delayed draw term loan	L + 6.00%		8/24/2023		—		—			—			0.0	%
CivicPlus, LLC(13)(14)(16)	First lien senior secured revolving loan	L + 6.00%		8/24/2027		—		(8	)		(9	)		0.0	%
EET Buyer, Inc. (dba e-Emphasys)(8)(16)	First lien senior secured loan	L + 5.75%		11/8/2027		19,545		19,355			19,350			1.2	%
EET Buyer, Inc. (dba e-Emphasys)(13)(14)(16)	First lien senior secured revolving loan	L + 5.75%		11/8/2027		—		(19	)		(20	)		0.0	%
GovBrands Intermediate, Inc.(8)(16)	First lien senior secured loan	L + 5.50%		8/4/2027		8,346		8,149			8,137			0.5	%

Owl Rock Core Income Corp.

Consolidated Schedule of Investments (Continued)

As of December 31, 2021

(Amounts in thousands, except share amounts)


Company(1)(2)(3)(25)	Investment	Interest	Maturity Date		Par / Units		Amortized Cost(4)(20)			Fair Value			Percentage of Net Assets
GovBrands Intermediate, Inc.(6)(13)(15)(16)	First lien senior secured delayed draw term loan	L + 5.50%		8/4/2023		1,883		1,827			1,825			0.1	%
GovBrands Intermediate, Inc.(13)(14)(16)	First lien senior secured revolving loan	L + 5.50%		8/4/2027		—		(21	)		(22	)		0.0	%
Granicus, Inc.(8)(16)	First lien senior secured loan	L + 6.50%		1/29/2027		1,830		1,792			1,798			0.1	%
Granicus, Inc.(13)(14)(16)	First lien senior secured revolving loan	L + 6.50%		1/29/2027		—		(3	)		(3	)		0.0	%
Granicus, Inc.(8)(13)(15)(16)	First lien senior secured delayed draw term loan	L + 6.00%		1/30/2023		208		203			203			0.0	%
GS Acquisitionco, Inc. (dba insightsoftware)(8)	First lien senior secured loan	L + 5.75%		5/22/2026		5,805		5,777			5,776			0.4	%
GS Acquisitionco, Inc. (dba insightsoftware)(8)(13)(14)(15)	First lien senior secured delayed draw term loan	L + 5.75%		11/2/2022		—		(12	)		(13	)		0.0	%
Help/Systems Holdings, Inc.(7)(16)(17)	First lien senior secured loan	L + 4.75%		11/19/2026		7,698		7,695			7,665			0.5	%
Hyland Software, Inc.(6)	Second lien senior secured loan	L + 6.25%		7/7/2025		22,500		22,491			22,642			1.4	%
Ivanti Software, Inc.(8)	Second lien senior secured loan	L + 7.25%		12/1/2028		19,000		18,906			18,905			1.2	%
MessageBird BidCo B.V.(8)(16)(18)	First lien senior secured loan	L + 6.75%		4/29/2027		5,000		4,899			4,900			0.3	%
Ministry Brands Holdings, LLC(8)(16)	First lien senior secured loan	L + 5.50%		12/29/2028		49,435		48,447			48,446			3.1	%
Ministry Brands Holdings, LLC(13)(14)(15)(16)	First lien senior secured delayed draw term loan	L + 5.50%		12/29/2023		—		(158	)		(158	)		0.0	%
Ministry Brands Holdings, LLC(13)(14)(16)	First lien senior secured revolving loan	L + 5.50%		12/27/2027		—		(95	)		(95	)		0.0	%
QAD, Inc.(8)(16)	First lien senior secured loan	L + 6.00%		11/5/2027		46,500		45,589			45,570			2.9	%
QAD, Inc.(13)(14)(16)	First lien senior secured revolving loan	L + 6.00%		11/5/2027		—		(117	)		(120	)		0.0	%
Proofpoint, Inc.(8)(16)	Second lien senior secured loan	L + 6.25%		9/1/2029		7,500		7,464			7,463			0.5	%
Tahoe Finco, LLC(8)(16)(18)	First lien senior secured loan	L + 6.00%		9/29/2028		83,721		82,906			82,716			5.2	%
Tahoe Finco, LLC(13)(14)(16)(18)	First lien senior secured revolving loan	L + 6.00%		10/1/2027		—		(60	)		(75	)		0.0	%
Thunder Purchaser, Inc. (dba Vector Solutions)(9)(16)	First lien senior secured loan	L + 5.75%		6/30/2028		12,063		11,949			11,972			0.7	%
Thunder Purchaser, Inc. (dba Vector Solutions)(13)(14)(16)	First lien senior secured revolving loan	L + 5.75%		6/30/2027		—		(7	)		(5	)		0.0	%
Thunder Purchaser, Inc. (dba Vector Solutions)(13)(15)(16)	First lien senior secured delayed draw term loan	L + 5.75%		8/17/2023		—		—			—			0.0	%
Trader Interactive, LLC (fka Dominion Web Solutions, LLC)(9)(16)	First lien senior secured loan	L + 4.00%		7/28/2028		5,000		4,979			4,975			0.3	%
When I Work, Inc.(8)	First lien senior secured loan	L + 6.00%		11/2/2027		22,206		21,988			21,983			1.4	%
When I Work, Inc.(13)(14)	First lien senior secured revolving loan	L + 6.00%		11/2/2027		—		(40	)		(42	)		0.0	%

						349,034		344,101			343,986			21.8	%
Leisure and entertainment

Owl Rock Core Income Corp.

Consolidated Schedule of Investments (Continued)

As of December 31, 2021

(Amounts in thousands, except share amounts)


Company(1)(2)(3)(25)	Investment	Interest	Maturity Date		Par / Units		Amortized Cost(4)(20)			Fair Value			Percentage of Net Assets
Troon Golf, L.L.C.(8)(16)	First lien senior secured loan	L + 6.00%		8/5/2027		94,358		93,913			93,886			5.9	%
Troon Golf, L.L.C.(13)(14)(16)	First lien senior secured revolving loan	L + 6.00%		8/5/2026		—		(33	)		(36	)		0.0	%

						94,358		93,880			93,850			5.9	%
Manufacturing
ACR Group Borrower, LLC(8)(16)	First lien senior secured loan	L + 4.25%		3/31/2028		4,104		4,050			4,063			0.3	%
ACR Group Borrower, LLC(13)(14)(16)	First lien senior secured revolving loan	L + 4.50%		3/31/2026		—		(11	)		(9	)		0.0	%
Engineered Machinery Holdings, Inc. (dba Duravant)(8)(16)(17)	First lien senior secured loan	L + 3.75%		5/19/2028		5,000		4,976			4,981			0.3	%
Engineered Machinery Holdings, Inc. (dba Duravant)(8)	Second lien senior secured loan	L + 6.50%		5/21/2029		21,000		20,905			21,000			1.3	%
Gloves Buyer, Inc. (dba Protective Industrial Products)(6)(16)	Second lien senior secured loan	L + 8.25%		12/29/2028		900		879			888			0.1	%
MHE Intermediate Holdings, LLC (dba OnPoint Group)(8)(16)	First lien senior secured loan	L + 5.75%		7/21/2027		40,969		40,584			40,559			2.6	%
MHE Intermediate Holdings, LLC (dba OnPoint Group)(8)(13)(15)(16)	First lien senior secured delayed draw term loan	L + 5.75%		7/21/2023		3,085		3,055			3,054			0.2	%
MHE Intermediate Holdings, LLC (dba OnPoint Group)(13)(14)(16)	First lien senior secured revolving loan	L + 5.75%		7/21/2027		—		(33	)		(36	)		0.0	%

						75,058		74,405			74,500			4.8	%
Professional Services
Apex Group Treasury, LLC(8)(16)(18)	Second lien senior secured loan	L + 6.75%		7/27/2029		5,000		4,952			4,950			0.3	%
Apex Group Treasury, LLC(13)(15)(16)(18)	Second lien senior secured delayed draw term loan	L + 6.75%		6/30/2022		—		—			—			0.0	%
Apex Group Treasury, LLC(8)(16)(18)	First lien senior secured loan	L + 3.75%		7/27/2028		4,988		4,976			4,975			0.3	%
Guidehouse Inc.(6)(16)	First lien senior secured loan	L + 5.50%		10/16/2028		92,982		92,077			92,053			5.8	%
Guidehouse Inc.(13)(16)	First lien senior secured revolving loan	L + 5.50%		10/15/2027		—		—			(70	)		0.0	%
Relativity ODA LLC(6)(16)	First lien senior secured loan	L + 7.50% PIK		5/12/2027		4,585		4,526			4,528			0.3	%
Relativity ODA LLC(13)(14)(16)	First lien senior secured revolving loan	L + 6.50%		5/12/2027		—		(6	)		(5	)		0.0	%
Sovos Compliance, LLC(6)(16)(17)	First lien senior secured loan	L + 4.50%		8/11/2028		6,396		6,380			6,408			0.4	%
Sovos Compliance, LLC(13)(16)(17)	First lien senior secured delayed draw term loan	L + 4.50%		8/12/2023		—		—			—			0.0	%

						113,951		112,905			112,839			7.1	%
Specialty retail
Notorious Topco, LLC (dba Beauty Industry Group)(8)(16)	First lien senior secured loan	L + 6.50%		11/23/2027		60,915		60,015			60,002			3.8	%
Notorious Topco, LLC (dba Beauty Industry Group)(13)(14)(15)(16)	First lien senior secured delayed draw term loan	L + 6.50%		11/23/2023		—		(54	)		(22	)		0.0	%
Notorious Topco, LLC (dba Beauty Industry Group)(13)(16)	First lien senior secured revolving loan	L + 6.50%		5/24/2027		880		803			801			0.1	%
Milan Laser Holdings LLC(8)(16)	First lien senior secured loan	L + 5.00%		4/27/2027		20,632		20,445			20,477			1.3	%

Owl Rock Core Income Corp.

Consolidated Schedule of Investments (Continued)

As of December 31, 2021

(Amounts in thousands, except share amounts)


Company(1)(2)(3)(25)	Investment	Interest	Maturity Date		Par / Units		Amortized Cost(4)(20)			Fair Value			Percentage of Net Assets
Milan Laser Holdings LLC(13)(14)(16)	First lien senior secured revolving loan	L + 5.00%		4/27/2026		—		(15	)		(13	)		0.0	%
The Shade Store, LLC(8)(16)	First lien senior secured loan	L + 6.00%		10/13/2027		68,182		67,355			67,330			4.3	%
The Shade Store, LLC(13)(14)(16)	First lien senior secured revolving loan	L + 6.00%		10/13/2027		—		(81	)		(85	)		0.0	%

						150,609		148,468			148,490			9.5	%
Telecommunications
Park Place Technologies, LLC(6)(16)(17)	First lien senior secured loan	L + 5.00%		11/10/2027		993		958			989			0.1	%

						993		958			989			0.1	%
Transportation
Motus Group, LLC(8)(16)	Second lien senior secured loan	L + 6.50%		12/10/2029		10,000		9,901			9,900			0.6	%
						10,000		9,901			9,900			0.6

Total non-controlled/non-affiliated portfolio company debt investments					$	3,035,699	$	2,988,942		$	2,991,697			189.1	%

Equity Investments
Automotive
CD&R Value Building Partners I, L.P. (dba Belron)(16)(18)(19)(21)	LP Interest	N/A		N/A	$	33,000	$	33,064		$	33,000			2.1	%
Metis HoldCo, Inc. (dba Mavis Tire Express Services)(16)(19)	Series A Convertible Preferred Stock	7.00% PIK		N/A		10,769		10,928			11,215			0.7	%

								43,992			44,215			2.8	%
Buildings and real estate
Skyline Holdco B, Inc. (dba Dodge Data & Analytics)(16)(19)(21)	Series A Preferred Stock	N/A		N/A		143,963		216			238			0.0	%

								216			238			0.0	%
Business services
Denali Holding LP (dba Summit Companies)(16)(19)(21)	Class A Units	N/A		N/A		596,708		5,967			5,967			0.4	%
Hercules Buyer LLC (dba The Vincit Group)(16)(19)(21)(23)	Common Units	N/A		N/A		10,000		11			12			0.0	%

								5,978			5,979			0.4	%
Consumer products
ASP Conair Holdings LP(16)(19)(21)	Class A Units	N/A		N/A		9,286		929			929			0.1	%

								929			929			0.1	%
Healthcare equipment and services
KPCI Holdings, L.P.(16)(19)(21)	Class A Units	N/A		N/A		30,425		2,313			2,675			0.1	%
Patriot Holdings SCSp (dba Corza Health, Inc.)(16)(19)	Class A Units	8.00% PIK		N/A		982		991			991			0.1	%
Patriot Holdings SCSp (dba Corza Health, Inc.)(16)(19)(21)	Class B Units	N/A		N/A		13,517		146			153			0.0	%

								3,450			3,819			0.2	%
Healthcare providers and services
KOBHG Holdings, L.P. (dba OB Hospitalist)(16)(19)(21)	Class A Interests	N/A		N/A		3,520		3,520			3,520			0.2	%
Restore OMH Intermediate Holdings, Inc.(16)(19)	Senior Preferred Stock	13.00% (PIK)		N/A		349		341			340			0.0	%

								3,861			3,860			0.2	%
Human resource support services
Sunshine Software Holdings, Inc. (dba Cornerstone OnDemand)(16)(19)	Series A Preferred Stock	10.50% PIK		N/A		12,750		12,717			12,710			0.8	%

								12,717			12,710			0.8	%
Insurance

Owl Rock Core Income Corp.

Consolidated Schedule of Investments (Continued)

As of December 31, 2021

(Amounts in thousands, except share amounts)


Company(1)(2)(3)(25)	Investment	Interest	Maturity Date		Par / Units		Amortized Cost(4)(20)		Fair Value		Percentage of Net Assets
Evolution Parent, LP (dba SIAA)(16)(19)(21)	LP Interest	N/A		N/A		270		270		270		0.0	%
GrowthCurve Capital Sunrise Co-Invest LP (dba Brightway)(16)(19)(21)	LP Interest	N/A		N/A		421		422		421		0.0	%
PCF Holdco, LLC (dba PCF Insurance Services)(16)(19)(21)	Class A Units	N/A		N/A		4,639,506		11,788		11,789		0.7	%
PCF Holdco, LLC (dba PCF Insurance Services)(16)(19)(21)	Class A Warrants	N/A		N/A		1,398,737		3,547		3,547		0.2	%

								16,027		16,027		0.9	%
Internet software and services
Brooklyn Lender Co-Invest 2, L.P. (dba Boomi)(16)(19)(21)	Common Units	N/A		N/A		1,729,438		1,729		1,729		0.1	%
MessageBird Holding B.V.(16)(18)(19)(21)	Extended Series C Warrants	N/A		N/A		7,980		49		49		0.0	%
Thunder Topco L.P. (dba Vector Solutions)(16)(19)(21)	Common Units	N/A		N/A		712,884		713		841		0.1	%
WMC Bidco, Inc. (dba West Monroe)(16)(19)	Senior Preferred Stock	11.25% PIK		N/A		33,385		32,494		32,467		2.1	%
BCTO WIW Holdings, Inc. (dba When I Work)(16)(19)(21)	Class A Common Stock	N/A		N/A		57,000		5,700		5,700		0.4	%

								40,685		40,786		2.7	%
Manufacturing
Gloves Holding, LP (dba Protective Industrial Products)(16)(19)(21)	LP Interest	N/A		N/A		100		100		112		0.0	%

								100		112		0.0	%

Total non-controlled/non-affiliated portfolio company equity investments							$	127,955	$	128,675		8.1	%

Total Investments							$	3,116,897	$	3,120,372		197.2	%

(1)	Certain portfolio company investments are subject to contractual restrictions on sales.

(2)

(3)	Unless otherwise indicated, all investments are considered Level 3 investments.

(4)	The amortized cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method.

(5)

(6)	The interest rate on these loans is subject to 1 month LIBOR, which as of December 31, 2021 was 0.10%.

(7)	The interest rate on these loans is subject to 2 month LIBOR, which as of December 31, 2021 was 0.15%.

(8)	The interest rate on these loans is subject to 3 month LIBOR, which as of December 31, 2021 was 0.21%.

(9)	The interest rate on these loans is subject to 6 month LIBOR, which as of December 31, 2021 was 0.34%.

(10)	The interest rate on these loans is subject to 3 month CDOR, which as of December 31, 2021 was 0.52%.

(11)	The interest rate on these loans is subject to SONIA, which as of December 31, 2021 was 0.19%.

(12)	The interest rate on these loans is subject to the Prime rate, which as of December 31, 2021 was 3.25%.

(13)	Position or portion thereof is an unfunded loan commitment. See Note 7 “Commitments and Contingencies”.

(14)	The negative cost is the result of the capitalized discount being greater than the principal amount outstanding on the loan. The negative fair value is the result of the capitalized discount on the loan.

(15)	The date disclosed represents the commitment period of the unfunded term loan. Upon expiration of the commitment period, the funded portion of the term loan may be subject to a longer maturity date.

(16)	Represents co-investment made with the Company’s affiliates in accordance with the terms of exemptive relief that the Company received from the U.S. Securities and Exchange Commission. See Note 3 “Agreements and Related Party Transactions”.

(17)	Level 2 Investment.

Owl Rock Core Income Corp.

Consolidated Schedule of Investments (Continued)

As of December 31, 2021

(Amounts in thousands, except share amounts)

(18)

This portfolio company is not a qualifying asset under Section 55(a) of the 1940 Act. Under the 1940 Act, the Company may not acquire any non-qualifying assets unless, at the time such acquisition is made, qualifying assets represent at least 70% of total assets. As of December 31, 2021, non-qualifying assets represented 7.9% of total assets as calculated in accordance with the regulatory requirements.

(19)

Security acquired in transaction exempt from registration under the Securities Act of 1933, and may be deemed to be “restricted security” under the Securities Act. As of December 31, 2021, the aggregate fair value of these securities is $128.7 million, or 8.1% of the Company’s net assets. The acquisition dates of the restricted securities are as follows:


Portfolio Company	Investment	Acquisition Date
ASP Conair Holdings LP	Class A Units	May 17, 2021
BCTO WIW Holdings, Inc. (dba When I Work)	Class A Common Stock	November 2, 2021
Brooklyn Lender Co-Invest 2, L.P. (dba Boomi)	Common Units	October 1, 2021
CD&R Value Building Partners I, L.P. (dba Belron)	LP Interest	December 12, 2021
Denali Holding LP (dba Summit Companies)	Class A Units	September 15, 2021
Evolution Parent, LP (dba SIAA)	Class A Interests	April 30, 2021
Gloves Holding, LP (dba Protective Industrial Products)	LP Interest	December 29, 2020
GrowthCurve Capital Sunrise Co-Invest LP (dba Brightway)	LP Interest	December 16, 2021
Hercules Buyer, LLC (dba The Vincit Group)	Common Units	December 15, 2020
KOBHG Holdings, L.P. (dba OB Hospitalist)	Class A Interests	September 27, 2021
KPCI Holdings, L.P.	LP Interest	November 30, 2020
MessageBird Holding B.V.	Extended Series C Warrants	April 29, 2021
Metis HoldCo, Inc. (dba Mavis Tire Express Services)	Series A Convertible Preferred Stock	May 4, 2021
Patriot Holdings SCSp (dba Corza Health, Inc.)	Class A Units	January 29, 2021
Patriot Holdings SCSp (dba Corza Health, Inc.)	Class B Units	January 29, 2021
PCF Holdco, LLC (dba PCF Insurance Services)	Class A Units	November 1, 2021
PCF Holdco, LLC (dba PCF Insurance Services)	Class A Warrants	November 1, 2021
Restore OMH Intermediate Holdings, Inc.	Senior Preferred Stock	December 9, 2020
Skyline Holdco B, Inc. (dba Dodge Data & Analytics)	Series A Preferred Stock	April 14, 2021
Sunshine Software Holdings, Inc. (dba Cornerstone OnDemand)	Series A Preferred Stock	October 15, 2021
Thunder Topco L.P. (dba Vector Solutions)	Common Units	June 30, 2021
WMC Bidco, Inc. (dba West Monroe)	Senior Preferred Stock	November 9, 2021

(20)

As of December 31, 2021, the net estimated unrealized gain on investments for U.S. federal income tax purposes was $4.2 million based on a tax cost basis of $3.1 billion. As of December 31, 2021, the estimated aggregate gross unrealized loss for U.S. federal income tax purposes was $1.5 million. As of December 31, 2021, the estimated aggregate gross unrealized gain for U.S. federal income tax purposes was $5.7 million.

(20)	Investment is non-income producing.

(21)	Investment is not pledged as collateral for the credit facilities.

(22)	We invest in this portfolio company through underlying blocker entities Hercules Blocker 1 LLC, Hercules Blocker 2 LLC, Hercules Blocker 3 LLC, Hercules Blocker 4 LLC, and Hercules Blocker 5 LLC.

(23)	Investment does not contain a variable rate structure.

(24)	Unless otherwise indicated, the Company’s portfolio companies are pledged as collateral supporting the amounts outstanding under the Revolving Credit Facility and SPV Asset Facilities. See Note 6 “Debt”.

Owl Rock Core Income Corp.

Consolidated Statements of Changes in Net Assets

(Amounts in thousands)

(Unaudited)


	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2022			2021			2022			2021
Increase (Decrease) in Net Assets Resulting from Operations
Net investment income (loss)	$	69,073		$	2,306		$	111,664		$	2,231
Net change in unrealized gain (loss)		(168,930	)		803			(192,387	)		834
Net realized gain (loss) on investments		131			(12	)		568			7

Net Increase (Decrease) in Net Assets Resulting from Operations		(99,726	)		3,097			(80,155	)		3,072

Distributions
Class S		(20,656	)		(253	)		(34,381	)		(253	)
Class D		(5,880	)		(323	)		(10,014	)		(339	)
Class I		(36,741	)		(1,815	)		(59,261	)		(2,009	)

Net Decrease in Net Assets Resulting from Shareholders’ Distributions		(63,277	)		(2,391	)		(103,656	)		(2,601	)

Capital Share Transactions
Class S:
Issuance of shares of common stock		416,884			26,580			866,252			26,580
Repurchase of common shares		(8,365	)		—			(14,366	)		—
Reinvestment of shareholders’ distributions		6,264			70			9,894			70

Net Increase (Decrease) in Net Assets Resulting from Capital Share Transactions - Class S		414,783			26,650			861,780			26,650

Class D:
Issuance of shares of common stock		72,746			28,196			188,148			31,192
Repurchase of common shares		(1,110	)		—			(1,414	)		—
Reinvestment of shareholders’ distributions		2,400			114			3,861			114

Net Increase (Decrease) in Net Assets Resulting from Capital Share Transactions - Class D		74,036			28,310			190,595			31,306

Class I:
Issuance of shares of common stock		779,907			115,968			1,430,903			138,848
Repurchase of common shares		(18,414	)		—			(35,392	)		—
Reinvestment of shareholders’ distributions		10,708			239			16,593			239

Net Increase (Decrease) in Net Assets Resulting from Capital Share Transactions - Class I		772,201			116,207			1,412,104			139,087

Total Increase (Decrease) in Net Assets		1,098,017			171,873			2,280,668			197,514

Net Assets, at beginning of period		2,763,379			37,914			1,580,728			12,273

Net Assets, at end of period	$	3,861,396		$	209,787		$	3,861,396		$	209,787

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

Owl Rock Core Income Corp.

Consolidated Statements of Cash Flows

(Amounts in thousands)

(Unaudited)


	For the Six Months Ended June 30,
	2022			2021
Cash Flows from Operating Activities
Net Increase (Decrease) in Net Assets Resulting from Operations	$	(80,155	)	$	3,072
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash used in operating activities:
Purchases of investments, net		(5,777,986	)		(412,050	)
Proceeds from investments and investment repayments, net		277,973			6,851
Net change in unrealized (gain) loss on investments		191,514			(812	)
Net change in unrealized (gain) loss on translation of assets and liabilities in foreign currencies		873			(22	)
Net realized (gain) loss on investments		(359	)		(7	)
Net realized (gain) loss on foreign currency transactions relating to investments		—			(3	)
Paid-in-kind interest and dividends		(23,514	)		(176	)
Net amortization/accretion of premium/discount on investments		(6,090	)		(113	)
Amortization of debt issuance costs		4,069			267
Amortization of offering costs		2,350			—
Changes in operating assets and liabilities:
(Increase) decrease in interest receivable		(19,041	)		(1,199	)
(Increase) decrease in receivable for investments sold		(423	)		—
(Increase) decrease in due from adviser		(6,775	)		(659	)
(Increase) decrease in prepaid expenses and other assets		(103,397	)		(15	)
Increase (decrease) in payable for investments purchased		48,211			64,597
Increase (decrease) in payables to affiliates		9,209			(191	)
Increase (decrease) in tender payable		26,476			—
Increase (decrease) in accrued expenses and other liabilities		29,820			999

Net cash used in operating activities		(5,427,245	)		(339,461	)

Cash Flows from Financing Activities
Borrowings on debt		6,000,061			496,358
Repayments of debt		(2,838,600	)		(338,600	)
Debt issuance costs		(30,864	)		(6,265	)
Repurchase of common stock		(51,172	)		—
Proceeds from issuance of common shares		2,485,303			196,619
Distributions paid to shareholders		(59,048	)		(1,042	)

Net cash provided by financing activities		5,505,680			347,070

Net increase (decrease) in cash		78,435			7,609
Cash, beginning of period		21,459			8,153

Cash, end of period	$	99,894		$	15,762

Supplemental and Non-Cash Information
Interest paid during the period	$	20,029		$	766
Distributions declared during the period	$	103,656		$	2,601
Reinvestment of distributions during the period	$	30,348		$	423
Distributions payable	$	23,265		$	1,136

Owl Rock Core Income Corp.

Notes to Consolidated Financial Statements (Unaudited)

Note 1. Organization and Principal Business

Owl Rock Core Income Corp., (“Owl Rock” or the “Company”) is a Maryland corporation formed on April 22, 2020. The Company was formed primarily to originate and make loans to, and make debt and equity investments in, U.S. middle market companies. The Company’s investment objective is to generate current income and to a lesser extent, capital appreciation by targeting investment opportunities with favorable risk-adjusted returns. The Company invests in senior secured or unsecured loans, subordinated loans or mezzanine loans and, to a lesser extent, equity and equity-related securities which include common and preferred stock, securities convertible into common stock, and warrants. The Company may on occasion invest in smaller or larger companies if an attractive opportunity presents itself, especially when there are dislocations in the capital markets, including the high yield and large syndicated loan markets, which are often referred to as “junk” investments. Once the Company raises sufficient capital, the target credit investments will typically have maturities between three and ten years and generally range in size between $10 million and $125 million, although the investment size will vary with the size of the Company’s capital base. Prior to raising sufficient capital, the Company may make a greater number of investments in syndicated loan opportunities than it otherwise would expect to make in the future.

The Company is an externally managed closed-end management investment company that has elected to be regulated as a business development company, or BDC, under the Investment Company Act of 1940, as amended (the “1940 Act”). The Company has elected to be treated for federal income tax purposes, and intends to qualify annually, as a regulated investment company (a “RIC”) under the Internal Revenue Code of 1986, as amended (the “Code”). Because the Company has elected to be regulated as a BDC and as a RIC under the Code, the Company’s portfolio is subject to diversification and other requirements.

In November 2020, the Company commenced operations and made its first portfolio company investment. On October 23, 2020, the Company formed a wholly-owned subsidiary, OR Lending IC LLC, a Delaware limited liability company, which holds a California finance lenders license. OR Lending IC LLC makes loans to borrowers headquartered in California. From time to time the Company may form wholly-owned subsidiaries to facilitate the normal course of business.

The Company is managed by Owl Rock Capital Advisors LLC (the “Adviser”). The Adviser is an indirect subsidiary of Blue Owl Capital Inc. (“Blue Owl) (NYSE: OWL) and part of Owl Rock, a division of Blue Owl focused on direct lending. The Adviser is registered with the Securities and Exchange Commission (“SEC”) as an investment adviser under the Investment Advisers Act of 1940 (the “Advisers Act”). Blue Owl consists of three divisions: (1) Owl Rock, which focuses on direct lending, (2) Dyal, which focuses on providing capital to institutional alternative asset managers and (3) Oak Street, which focuses on real estate strategies. Subject to the overall supervision of the Company’s Board, the Adviser manages the day-to-day operations of, and provides investment advisory and management services to, the Company.

The Company received an exemptive order that permits it to offer multiple classes of shares of common stock and to impose asset-based servicing and distribution fees and early withdrawal fees. On November 12, 2020, the Company commenced it’s initial public offering pursuant to which it offered, on a continuous basis, $2,500,000,000 in any combination of amount of shares of Class S, Class D and Class I common stock. On February 14, 2022, the Company commenced it’s follow-on offering, on a continuous basis, of up to $7,500,000,000 in any combination of amount of shares of Class S, Class D and Class I common stock. The share classes have different upfront selling commissions and ongoing servicing fees. Each class of common stock will be offered through Blue Owl Securities LLC (d/b/a Blue Owl Securities) (the “Dealer Manager”). The Dealer Manager is entitled to receive upfront selling commissions of up to 3.50% of the offering price of each Class S share sold in the offering and 1.50% of the offering price of each Class D share sold. Class I shares are not subject to upfront selling commissions. Any upfront selling commissions for the Class S shares and Class D shares sold in the offering will be deducted from the purchase price. Class S, Class D and Class I shares were offered at initial purchase prices per shares of $10.35, $10.15 and $10.00, respectively. Currently, the purchase price per share for each class of common stock varies, but will not be sold at a price below the Company’s net asset value per share of such class, as determined in accordance with the Company’s share pricing policy, plus applicable upfront selling commissions. The Company also engages in private placement offerings of its common stock.

On September 30, 2020, the Adviser purchased 100 shares of the Company’s Class I common stock at $10.00 per share, which represented the initial public offering price of such shares. The Adviser will not tender these shares for repurchase as long as Owl Rock Capital Advisors LLC remains the investment adviser of Owl Rock Core Income Corp. There is no current intention for Owl Rock Capital Advisors LLC to discontinue its role.

Since meeting the minimum offering requirement and commencing its continuous public offering through June 30, 2022, the Company has issued 154,260,988 shares of Class S common stock, 38,744,127 shares of Class D common stock and 244,521,750 shares of Class I common stock for gross proceeds of $1,441.8 million, $360.0 million and $2,267.7 million, respectively, including $1,000 of seed capital contributed by its Adviser in September of 2020, $25.0 million in gross proceeds raised in a private placement from Owl Rock Feeder FIC ORCIC Equity LLC and 8,578,458 shares of Class I common stock issued in a private placement to feeder vehicles primarily created to hold the Company’s Class I shares for gross proceeds of approximately $79.3 million.

Owl Rock Core Income Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued

Note 2. Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Company is an investment company and, therefore, applies the specialized accounting and reporting guidance in Accounting Standards Codification (“ASC”) Topic 946, Financial Services – Investment Companies. In the opinion of management, all adjustments considered necessary for the fair presentation of the consolidated financial statements, have been included. The Company’s fiscal year ends on December 31.

Use of Estimates

The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Actual amounts could differ from those estimates and such differences could be material.

Cash

Cash consists of deposits held at a custodian bank. Cash is carried at cost, which approximates fair value. The Company deposits its cash with highly-rated banking corporations and, at times, may exceed the insured limits under applicable law.

Investments at Fair Value

Investment transactions are recorded on the trade date. Realized gains or losses are measured by the difference between the net proceeds received and the amortized cost basis of the investment using the specific identification method without regard to unrealized gains or losses previously recognized, and include investments charged off during the period, net of recoveries. The net change in unrealized gains or losses primarily reflects the change in investment values, including the reversal of previously recorded unrealized gains or losses with respect to investments realized during the period.

Investments for which market quotations are readily available are typically valued at the bid price of those market quotations. To validate market quotations, the Company utilizes a number of factors to determine if the quotations are representative of fair value, including the source and number of the quotations. Debt and equity securities that are not publicly traded or whose market prices are not readily available, as is the case for substantially all of the Company’s investments, are valued at fair value as determined in good faith by the Board, based on, among other things, the input of the Adviser, the Company’s audit committee, and independent third- party valuation firm(s) engaged at the direction of the Board.

As part of the valuation process, the Board takes into account relevant factors in determining the fair value of the Company’s investments, including: the estimated enterprise value of a portfolio company (i.e., the total fair value of the portfolio company’s debt and equity), the nature and realizable value of any collateral, the portfolio company’s ability to make payments based on its earnings and cash flow, the markets in which the portfolio company does business, a comparison of the portfolio company’s securities to any similar publicly traded securities, and overall changes in the interest rate environment and the credit markets that may affect the price at which similar investments may be made in the future. When an external event such as a purchase or sale transaction, public offering or subsequent equity sale occurs, the Board considers whether the pricing indicated by the external event corroborates its valuation.

The Board undertakes a multi-step valuation process, which includes, among other procedures, the following:

•

With respect to investments for which market quotations are readily available, those investments will typically be valued at the bid price of those market quotations;

•

With respect to investments for which market quotations are not readily available, the valuation process begins with the independent valuation firm(s) providing a preliminary valuation of each investment to the Adviser’s valuation committee;

•

Preliminary valuation conclusions are documented and discussed with the Adviser’s valuation committee. Agreed upon valuation recommendations are presented to the Audit Committee;

•

The Audit Committee reviews the valuation recommendations and recommends values for each investment to the Board; and

•

The Board reviews the recommended valuations and determines the fair value of each investment.

Owl Rock Core Income Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued

The Company conducts this valuation process on a quarterly basis.

The Company applies Financial Accounting Standards Board Accounting Standards Codification (“FASB”) 820, Fair Value Measurements (“ASC 820”), as amended, which establishes a framework for measuring fair value in accordance with U.S. GAAP and required disclosures of fair value measurements. ASC 820 determines fair value to be the price that would be received for an investment in a current sale, which assumes an orderly transaction between market participants on the measurement date. Market participants are defined as buyers and sellers in the principal or most advantageous market (which may be a hypothetical market) that are independent, knowledgeable, and willing and able to transact. In accordance with ASC 820, the Company considers its principal market to be the market that has the greatest volume and level of activity. ASC 820 specifies a fair value hierarchy that prioritizes and ranks the level of observability of inputs used in determination of fair value. In accordance with ASC 820, these levels are summarized below:

•

Level 1 – Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.

•

Level 2 – Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

•

Level 3 – Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

Transfers between levels, if any, are recognized at the beginning of the period in which the transfer occurs. In addition to using the above inputs in investment valuations, the Company applies the valuation policy approved by its Board that is consistent with ASC 820. Consistent with the valuation policy, the Company evaluates the source of the inputs, including any markets in which its investments are trading (or any markets in which securities with similar attributes are trading), in determining fair value. When an investment is valued based on prices provided by reputable dealers or pricing services (such as broker quotes), the Company subjects those prices to various criteria in making the determination as to whether a particular investment would qualify for treatment as a Level 2 or Level 3 investment. For example, the Company, or the independent valuation firm(s), reviews pricing support provided by dealers or pricing services in order to determine if observable market information is being used, versus unobservable inputs.

Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Company’s investments may fluctuate from period to period. Additionally, the fair value of such investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values that may ultimately be realized. Further, such investments are generally less liquid than publicly traded securities and may be subject to contractual and other restrictions on resale. If the Company were required to liquidate a portfolio investment in a forced or liquidation sale, it could realize amounts that are different from the amounts presented and such differences could be material.

In addition, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the unrealized gains or losses reflected herein.

Rule 2a-5 under the 1940 Act was recently adopted by the SEC and establishes requirements for determining fair value in good faith for purposes of the 1940 Act. We intend to comply with the new rule`s requirements on or before the compliance date in September 2022.

Interest and Dividend Income Recognition

Owl Rock Core Income Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued

Discounts to par value on securities purchased are accreted into interest income over the contractual life of the respective security using the effective yield method. Premiums to par value on securities purchased are amortized to first call date. The amortized cost of investments represents the original cost adjusted for the accretion and amortization of discounts or premiums, if any. Upon prepayment of a loan or debt security, any prepayment premiums, unamortized upfront loan origination fees and unamortized discounts are recorded as interest income in the current period.

Loans are generally placed on non-accrual status when there is reasonable doubt that principal or interest will be collected in full. Accrued interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability. If at any point we believe PIK interest is not expected to be realized, the investment generating PIK interest will be placed on non-accrual status. When a PIK investment is placed on non-accrual status, the accrued, uncapitalized interest or dividends are generally reversed through interest income. Non-accrual loans are restored to accrual status when past due principal and interest is paid current and, in management’s judgment, are likely to remain current. Management may make exceptions to this treatment and determine to not place a loan on non-accrual status if the loan has sufficient collateral value and is in the process of collection. As of June 30, 2022, no investments are on non-accrual status.

Dividend income on preferred equity securities is recorded on the accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity securities is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly-traded portfolio companies.

Other Income

From time to time, the Company may receive fees for services provided to portfolio companies. These fees are generally only available to the Company as a result of closing investments, are normally paid at the closing of the investments, are generally non- recurring, and are recognized as revenue when earned upon closing of the investment. The services that the Adviser provides vary by investment, but can include closing, work, diligence or other similar fees and fees for providing managerial assistance to our portfolio companies.

Organization Expenses

Costs associated with the organization of the Company are expensed as incurred. These expenses consist primarily of legal fees and other costs of organizing the Company.

Offering Expenses

Costs associated with the offering of common shares of the Company are capitalized as deferred offering expenses and are included in prepaid expenses and other assets in the Consolidated Statements of Assets and Liabilities and are amortized over a twelve-month period from incurrence. These expenses consist primarily of legal fees and other costs incurred in connection with the Company’s continuous public offering of its common shares, the preparation of the Company’s registration statement, and registration fees.

Debt Issuance Costs

The Company records origination and other expenses related to its debt obligations as deferred financing costs. These expenses are deferred and amortized over the life of the related debt instrument. Debt issuance costs are presented on the Consolidated Statements of Assets and Liabilities as a direct deduction from the debt liability. In circumstances in which there is not an associated debt liability amount recorded in the consolidated financial statements when the debt issuance costs are incurred, such debt issuance costs will be reported on the Consolidated Statements of Assets and Liabilities as an asset until the debt liability is recorded.

Reimbursement of Transaction-Related Expenses

The Company may receive reimbursement for certain transaction-related expenses in pursuing investments. Transaction-related expenses, which are generally expected to be reimbursed by the Company’s portfolio companies, are typically deferred until the transaction is consummated and are recorded in prepaid expenses and other assets on the date incurred. The costs of successfully completed investments not otherwise reimbursed are borne by the Company and are included as a component of the investment’s cost basis.

Cash advances received in respect of transaction-related expenses are recorded as cash with an offset to accrued expenses and other liabilities. Accrued expenses and other liabilities are relieved as reimbursable expenses are incurred.

Owl Rock Core Income Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued

Income Taxes

The Company has elected to be treated as a RIC under the Code beginning with the taxable year ended December 31, 2020 and intends to qualify as a RIC thereafter. So long as the Company obtains and maintains its tax treatment as a RIC, it generally will not pay corporate-level U.S. federal income taxes on any ordinary income or capital gains that it distributes at least annually to its shareholders as dividends. Instead, any tax liability related to income earned and distributed by the Company represents obligations of the Company’s investors and will not be reflected in the consolidated financial statements of the Company.

To qualify as a RIC, the Company must, among other things, meet certain source-of-income and asset diversification requirements. In addition, to qualify for RIC tax treatment, the Company must distribute to its shareholders, for each taxable year, at least 90% of its “investment company taxable income” for that year, which is generally its ordinary income plus the excess of its realized net short-term capital gains over its realized net long-term capital losses. In order for the Company not to be subject to U.S. federal excise taxes, it must distribute annually an amount at least equal to the sum of (i) 98% of its net ordinary income (taking into account certain deferrals and elections) for the calendar year, (ii) 98.2% of its capital gains in excess of capital losses for the one-year period ending on October 31 of the calendar year and (iii) any net ordinary income and capital gains in excess of capital losses for preceding years that were not distributed during such years. The Company, at its discretion, may carry forward taxable income in excess of calendar year dividends and pay a 4% nondeductible U.S. federal excise tax on this income.

The Company evaluates tax positions taken or expected to be taken in the course of preparing its consolidated financial statements to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions not deemed to meet the “more-likely-than-not” threshold are reserved and recorded as a tax benefit or expense in the current year. All penalties and interest associated with income taxes are included in income tax expense. Conclusions regarding tax positions are subject to review and may be adjusted at a later date based on factors including, but not limited to, on-going analyses of tax laws, regulations and interpretations thereof. There were no material uncertain income tax positions through December 31, 2021. The 2020 tax year remains subject to examination by U.S. federal, state and local tax authorities.

Income and Expense Allocations

Income and realized and unrealized capital gains and losses are allocated to each class of shares of the Company on the basis of the aggregate net asset value of that class in relation to the aggregate net asset value of the Company.

Expenses that are common to all share classes are borne by each class of shares based on the net assets of the Company attributable to each class. Expenses that are specific to a class of shares are allocated to such class either directly or through the servicing fees paid pursuant to the Company’s distribution plan. See Note 3. “Agreements and Related Party Transactions – Shareholder Servicing Plan.”

Distributions to Common Shareholders

Distributions to common shareholders are recorded on the record date. The amount to be distributed is determined by the Board and is generally based upon the earnings estimated by the Adviser. Net realized long-term capital gains, if any, would be generally distributed at least annually although the Company may decide to retain such capital gains for investment.

Subject to the Company’s board of directors’ discretion and applicable legal restrictions, the Company intends to authorize and declare cash distributions to the Company’s shareholders on a monthly or quarterly basis and pay such distributions on a monthly basis. The per share amount of distributions for Class S, Class D, and Class I shares will differ because of different allocations of class-specific expenses. Specifically, because the ongoing servicing fees are calculated based on the Company’s net asset value for the Company’s Class S and Class D shares, the ongoing service fees will reduce the net asset value or, alternatively, the distributions payable, with respect to the shares of each such class, including shares issued under the Company’s distribution reinvestment plan. As a result, the distributions on Class S shares and Class D shares may be lower than the distributions on Class I shares.

Owl Rock Core Income Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued

Consolidation

As provided under Regulation S-X and ASC Topic 946 - Financial Services - Investment Companies, the Company will generally not consolidate its investment in a company other than a wholly-owned investment company or controlled operating company whose business consists of providing services to the Company. Accordingly, the Company consolidated the accounts of the Company’s wholly-owned subsidiaries in its consolidated financial statements. All significant intercompany balances and transactions have been eliminated in consolidation.

New Accounting Pronouncements

In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848),” which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts, hedging relationships, and other transactions that reference London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. In January 2021, the FASB issued ASU No. 2021-01, “Reference Rate Reform (Topic 848),” which expanded the scope of Topic 848 to include derivative instruments impacted by discounting transition. ASU 2020-04 and ASU 2021-01 are effective for all entities through December 31, 2022. ASU No. 2021-01 provides increased clarity as the Company continues to evaluate the transition of reference rates and is currently evaluating the impact of adopting ASU No. 2020-04 and 2021-01 on the consolidated financial statements.

Other than the aforementioned guidance, the Company’s management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying consolidated financial statements.

Note 3. Agreements and Related Party Transactions

As of June 30, 2022, the Company had payables to affiliates of $18.3 million, primarily comprised of $9.5 million of accrued performance based incentive fees, $6.7 million of management fees, and $2.0 million of costs and expenses reimbursable to the Adviser pursuant to the Administration Agreement. As of December 31, 2021, the Company had payables to affiliates of $9.1 million, primarily comprised of $4.2 million of accrued performance based incentive fees, $1.1 million of management fees, $2.1 million in obligations to repay expense support from the Adviser pursuant to the Investment Advisory Agreement, and $1.7 million of costs and expenses reimbursable to the Adviser pursuant to the Administration Agreement.

Administration Agreement

The Company has entered into an amended and restated Administration Agreement (the “Administration Agreement”) with the Adviser. The Administration Agreement became effective on May 18, 2021 upon consummation of the transaction pursuant to which Owl Rock Capital Group, the parent of the Adviser (and a subsidiary of Owl Rock Capital Partners LP), and Dyal Capital Partners merged to form Blue Owl (the “Transaction”). The terms of the Administration Agreement are identical to the terms of the prior administration agreement. Under the terms of the Administration Agreement, the Adviser performs, or oversees the performance of, required administrative services, which include providing office space, equipment and office services, maintaining financial records, preparing reports to shareholders and reports filed with the SEC, and managing the payment of expenses, and the performance of administrative and professional services rendered by others. On May 3, 2022, the Board approved the continuation of the Administration Agreement.

The Administration Agreement also provides that the Company reimburses the Adviser for certain organization costs incurred prior to the commencement of the Company’s operations, and for certain offering costs.

The Company reimburses the Adviser for services performed for it pursuant to the terms of the Administration Agreement. In addition, pursuant to the terms of the Administration Agreement, the Adviser may delegate its obligations under the Administration Agreement to an affiliate or to a third party and the Company will reimburse the Adviser for any services performed for it by such affiliate or third party.

Unless earlier terminated as described below, the Administration Agreement will remain in effect for two years from the date it first became effective, and will remain in effect and from year to year thereafter if approved annually by a majority of the Board or by the holders of a majority of the Company’s outstanding voting securities and, in each case, a majority of the independent directors.

The Administration Agreement may be terminated at any time, without the payment of any penalty, upon 60 days’ written notice, by the vote of a majority of the outstanding voting securities of the Company (as defined in the 1940 Act), or by the vote of a majority of the Board or by the Adviser.

Owl Rock Core Income Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued

No person who is an officer, director, or employee of the Adviser or its affiliates and who serves as a director of the Company receives any compensation from the Company for his or her services as a director. However, the Company reimburses the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser or its affiliates to the Company’s Chief Compliance Officer, Chief Financial Officer and their respective staffs (based on the percentage of time those individuals devote, on an estimated basis, to the business and affairs of the Company). Directors who are not affiliated with the Adviser receive compensation for their services and reimbursement of expenses incurred to attend meetings.

For the three and six months ended June 30, 2022, the Company incurred expenses of approximately $1.0 million and $2.0 million, respectively, for costs and expenses reimbursable to the Adviser under the terms of the Administration Agreement. For the three and six months ended June 30, 2021, the Company incurred expenses of approximately $0.6 million and $0.9 million, respectively, for costs and expenses reimbursable to the Adviser under the terms of the Administration Agreement.

Investment Advisory Agreement

The Company has entered into an amended and restated Investment Advisory Agreement (the “Investment Advisory Agreement”) with the Adviser. The Investment Advisory Agreement became effective on May 18, 2021 upon consummation of the Transaction. The terms of the Investment Advisory Agreement are identical to the terms of the prior investment advisory agreement. Under the terms of the Investment Advisory Agreement, the Adviser is responsible for managing the Company’s business and activities, including sourcing investment opportunities, conducting research, performing diligence on potential investments, structuring its investments, and monitoring its portfolio companies on an ongoing basis through a team of investment professionals. On May 3, 2022, the Board approved the continuation of the Investment Advisory Agreement.

The Adviser’s services under the Investment Advisory Agreement are not exclusive, and it is free to furnish similar services to other entities so long as its services to the Company are not impaired.

Under the terms of the Investment Advisory Agreement, the Company pays the Adviser a base management fee and may also pay a performance based incentive fee. The cost of both the management fee and the incentive fee will ultimately be borne by the Company’s shareholders.

Unless earlier terminated as described below, the Investment Advisory Agreement will remain in effect for two years from the date it first became effective, and will remain in effect and from year-to-year thereafter if approved annually by a majority of the Board or by the holders of a majority of the Company’s outstanding voting securities and, in each case, by a majority of independent directors.

The Investment Advisory Agreement will automatically terminate within the meaning of the 1940 Act and related SEC guidance and interpretations in the event of its assignment. In accordance with the 1940 Act, without payment of penalty, the Company may terminate the Investment Advisory Agreement with the Adviser upon 60 days’ written notice. The decision to terminate the agreement may be made by a majority of the Board of Directors or the shareholders holding a majority (as defined under the 1940 Act) of the outstanding shares of the Company’s common stock or the Adviser. In addition, without payment of any penalty, the Adviser may generally terminate the Investment Advisory Agreement upon 120 days’ written notice.

From time to time, the Adviser may pay amounts owed by the Company to third-party providers of goods or services, including the Board, and the Company will subsequently reimburse the Adviser for such amounts paid on its behalf. Amounts payable to the Adviser are settled in the normal course of business without formal payment terms.

The base management fee is payable monthly in arrears. The base management fee is calculated at an annual rate of 1.25% based on the average value of the Company’s net assets at the end of the two most recently completed calendar months. All or part of the base management fee not taken as to any month will be deferred without interest and may be taken in any such month prior to the occurrence of a liquidity event. Base management fees for any partial month are prorated based on the number of days in the month. On September 30,2020 and February 23, 2021, the Adviser agreed to waive 100% of the base management fee for the quarters ended December 31, 2020 and March 31, 2021, respectively. Any portion of management fees waived shall not be subject to recoupment.

For the three and six months ended June 30, 2022, management fees were $9.3 million and $14.9 million, respectively. For the three and six months ended June 30, 2021, management fees (gross of waivers) were $214 thousand and $266 thousand, respectively. For the six months ended June 30, 2021, $52 thousand of management fees were waived.

Owl Rock Core Income Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued

Pursuant to the Investment Advisory Agreement, the Adviser is entitled to an incentive fee. The incentive fee consists of two parts: (i) an incentive fee on income and (ii) an incentive fee on capital gains. Each part of the incentive fee is outlined below.

The incentive fee on income will be calculated and payable quarterly in arrears and will be based upon the Company’s pre- incentive fee net investment income for the immediately preceding calendar quarter. In the case of a liquidation of the Company or if the Investment Advisory Agreement is terminated, the fee will also become payable as of the effective date of the event.

The incentive fee on income for each calendar quarter will be calculated as follows:

•

No incentive fee on income will be payable in any calendar quarter in which the pre-incentive fee net investment income does not exceed a quarterly return to investors of 1.25% of the Company’s net asset value for that immediately preceding calendar quarter. The Company refers to this as the quarterly preferred return.

•

All of the Company’s pre-incentive fee net investment income, if any, that exceeds the quarterly preferred return, but is less than or equal to 1.43%, which the Company refers to as the upper level breakpoint, of the Company’s net asset value for that immediately preceding calendar quarter, will be payable to the Company’s Adviser. The Company refers to this portion of the incentive fee on income as the “catch-up.” It is intended to provide an incentive fee of 12.50% on all of the Company’s pre-incentive fee net investment income when the pre-incentive fee net investment income reaches 1.43% of the Company’s net asset value for that calendar quarter, measured as of the end of the immediately preceding calendar quarter. The quarterly preferred return of 1.25% and upper level breakpoint of 1.43% are also adjusted for the actual number of days each calendar quarter.

•

For any quarter in which the Company’s pre-incentive fee net investment income exceeds the upper level break point of 1.43% of the Company’s net asset value for that immediately preceding calendar quarter, the incentive fee on income will equal 12.50% of the amount of the Company’s pre-incentive fee net investment income, because the quarterly preferred return and catch up will have been achieved.

•

Pre-incentive fee net investment income is defined as investment income and any other income, accrued during the calendar quarter, minus operating expenses for the quarter, including the base management fee, expenses payable under the Investment Advisory Agreement and the Administration Agreement, any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the incentive fee. Pre-incentive fee net investment income does not include any expense support payments or any reimbursement by the Company of expense support payments, or any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.

The second component of the incentive fee, the “Capital Gains Incentive Fee”, will be determined and payable in arrears as of the end of each calendar year during which the Investment Advisory Agreement is in effect. In the case of a liquidation, or if the Investment Advisory Agreement is terminated, the fee will also become payable as of the effective date of such event. The annual fee will equal (i) 12.50% of the Company’s realized capital gains on a cumulative basis from inception through the end of such calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less (ii) the aggregate amount of any previously paid incentive fees on capital gains as calculated in accordance with U.S. GAAP. The Company will accrue but will not pay a Capital Gains Incentive Fee with respect to unrealized appreciation because a Capital Gains Incentive Fee would be owed to the Adviser if the Company was to sell the relevant investment and realize a capital gain. In no event will the incentive fee on capital gains payable pursuant hereto be in excess of the amount permitted by the Advisers Act, including Section 205 thereof.

For the three and six months ended June 30, 2022, the Company incurred performance based incentive fees on net investment income of $9.5 million and $14.9 million, respectively. For the three and six months ended June 30, 2021, the Company incurred performance based incentive fees on net investment income of $94 thousand.

For the three and six months ended June 30, 2022, the Company did not incur performance based incentive fees based on capital gains. For the six months ended June 30, 2022, the Company recorded a reversal of previously recorded performance based incentive fees based on capital gains of $0.6 million. For the three and six months ended June 30, 2021, the Company incurred performance based incentive fees on capital gains of $105 thousand.

Under the terms of the Investment Advisory Agreement, the Adviser is entitled to receive up to 1.5% of gross offering proceeds raised in the continuous public offering until all organization and offering costs paid by the Adviser or its affiliates have been recovered. The Company bears all other expenses of its operations and transactions including, without limitation, those relating to: expenses deemed to be “organization and offering expenses” for purposes of Conduct Rule 2310(a)(12) of Financial Industry Regulatory Authority (exclusive of commissions, the dealer manager fee, any discounts and other similar expenses paid by investors at the time of sale of the Company’s stock); the cost of corporate and organizational expenses relating to offerings of shares of common

Owl Rock Core Income Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued

stock, subject to limitations included in the Investment Advisory Agreement; the cost of calculating the Company’s net asset value, including the cost of any third-party valuation services; the cost of effecting any sales and repurchases of the common stock and other securities; fees and expenses payable under any dealer manager agreements, if any; debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred by the Adviser, or members of the Investment Team, or payable to third parties, performing due diligence on prospective portfolio companies and, if necessary, enforcing the Company’s rights; escrow agent, transfer agent and custodial fees and expenses; fees and expenses associated with marketing efforts; federal and state registration fees, any stock exchange listing fees and fees payable to rating agencies; federal, state and local taxes; independent directors’ fees and expenses, including certain travel expenses; costs of preparing financial statements and maintaining books and records and filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, including registration fees, listing fees and licenses, and the compensation of professionals responsible for the preparation of the foregoing; the costs of any reports, proxy statements or other notices to shareholders (including printing and mailing costs); the costs of any shareholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and market data; fidelity bond, directors and officers errors and omissions liability insurance and other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone and staff; fees and expenses associated with independent audits, outside legal and consulting costs; costs of winding up; costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Company’s assets for tax or other purposes; extraordinary expenses (such as litigation or indemnification); and costs associated with reporting and compliance obligations under the Advisers Act and applicable federal and state securities laws. Notwithstanding anything to the contrary contained herein, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to the Company’s Chief Compliance Officer and Chief Financial Officer and their respective staffs (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs of the Company). Any such reimbursements will not exceed actual expenses incurred by the Adviser and its affiliates. The Adviser is responsible for the payment of the Company’s organization and offering expenses to the extent that these expenses exceed 1.5% of the aggregate gross offering proceeds, without recourse against or reimbursement by the Company.

For the three and six months ended June 30, 2022, subject to the 1.5% organization and offering cost cap, the Company did not accrue any initial organization and offering expenses that are reimbursable to the Adviser.

For the six months ended June 30, 2021, subject to the 1.5% organization and offering cost cap, the Company accrued initial organization expenses of $0.3 million that are reimbursable to the Adviser. The Company did not accrue initial organization and offering expenses that are reimbursable to the Adviser for the three months ended June 30, 2021.

Affiliated Transactions

The Company may be prohibited under the 1940 Act from participating in certain transactions with its affiliates without prior approval of the directors who are not interested persons, and in some cases, the prior approval of the SEC. The Company relies on an order for exemptive relief (the “Order”) that has been granted by the SEC to the Adviser to co-invest with other funds managed by the Adviser or its affiliates, in a manner consistent with the Company’s investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors. Pursuant to such Order, the Company generally is permitted to co-invest with certain of its affiliates if a “required majority” (as defined in Section 57(o) of the 1940 Act) of the Board make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the transaction, including the consideration to be paid, are reasonable and fair to the Company and its shareholders and do not involve overreaching of the Company or its shareholders on the part of any person concerned, (2) the transaction is consistent with the interests of the Company’s shareholders and is consistent with its investment objective and strategies, (3) the investment by its affiliates would not disadvantage the Company, and the Company’s participation would not be on a basis different from or less advantageous than that on which its affiliates are investing, and (4) the proposed investment by the Company would not benefit the Adviser or its affiliates or any affiliated person of any of them (other than the parties to the transaction), except to the extent permitted by the exemptive relief and applicable law, including the limitations set forth in Section 57(k) of the 1940 Act.

The Adviser is affiliated with Owl Rock Technology Advisors LLC (“ORTA”), Owl Rock Capital Private Fund Advisors LLC (“ORPFA”), and Owl Rock Diversified Advisors LLC (“ORDA”), Owl Rock Technology Advisors II LLC, (“ORTA II”), and the Adviser, the “Owl Rock Advisers”, are also investment advisers. The Owl Rock Advisers are indirect affiliates of Blue Owl and comprise part of “Owl Rock,” a division of Blue Owl focused on direct lending. The Adviser’s or its affiliates’ investment allocation policy seeks to ensure equitable allocation of investment opportunities over time between the Company, and other funds managed by the Adviser or its affiliates. As a result of the Order, there could be significant overlap in the Company’s investment portfolio and the investment portfolio of other funds managed by the Adviser or its affiliates that could avail themselves of the Order and that have an investment objective similar to the Company’s.

Owl Rock Core Income Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued

Dealer Manager Agreement

The Company has entered into a dealer manager agreement (the “Dealer Manager Agreement”) with Blue Owl Securities, an affiliate of the Adviser, and participating broker-dealer agreements with certain broker-dealers. Under the terms of the Dealer Manager Agreement and the participating broker-dealer agreements, Blue Owl Securities serves as the dealer manager, and certain participating broker-dealers solicit capital, for the Company’s public offering of shares of Class S, Class D, and Class I common stock. Blue Owl Securities will be entitled to receive upfront selling commissions of up to 3.50% of the offering price of each Class S share sold in this offering. Blue Owl Securities will be entitled to receive upfront selling commissions of up to 1.50% of the offering price of each Class D share sold in this offering. Blue Owl Securities anticipates that all or a portion of the upfront selling commissions will be retained by, or reallowed (paid) to, participating broker-dealers. Blue Owl Securities will not receive upfront selling commissions with respect to any class of shares issued pursuant to the Company’s distribution reinvestment plan or with respect to purchases of Class I shares.

Upfront selling commissions for sales of Class S and Class D shares may be reduced or waived in connection with volume or other discounts, other fee arrangements or for sales to certain categories of purchasers.

Blue Owl Securities, an affiliate of Blue Owl, is registered as a broker-dealer with the SEC and is a member of the Financial Industry Regulatory Authority.

Shareholder Servicing Plan

Subject to FINRA limitations on underwriting compensation and pursuant to a distribution plan adopted by the Company in compliance with Rules 12b-1 and 17d-3 under the 1940 Act, as if those rules applied to the Company, the Company will pay Blue Owl Securities servicing fees for ongoing services as follows:

•

with respect to the Company’s outstanding Class S shares equal to 0.85% per annum of the aggregate net asset value of the Company’s outstanding Class S shares; and

•

with respect to the Company’s outstanding Class D shares equal to 0.25% per annum of the aggregate net asset value of the Company’s outstanding Class D shares.

The Company will not pay an ongoing servicing fee with respect to the Company’s outstanding Class I shares.

For the three and six months ended June 30, 2022, the Company paid servicing fees with respect to Class D shares of $0.2 million and $0.4 million, respectively. For the three and six months ended June 30, 2022, the Company paid servicing fees with respect to Class S shares of $2.7 million and $4.5 million, respectively.

For the three and six months ended June 30, 2021, the Company paid servicing fees with respect to Class D shares of $13 thousand. For the three and six months ended June 30, 2021, the Company paid servicing fees with respect to Class S shares of $37 thousand.

The servicing fees are paid monthly in arrears. Blue Owl Securities will reallow (pay) all or a portion of the ongoing servicing fees to participating broker-dealers and servicing broker-dealers for ongoing services performed by such broker-dealers, and will waive ongoing servicing fees to the extent a broker-dealer is not eligible to receive it for failure to provide such services. Because the ongoing servicing fees are calculated based on the Company’s net asset values for the Company’s Class S and Class D shares, they will reduce the net asset values or, alternatively, the distributions payable, with respect to the shares of each such class, including shares issued under it`s distribution reinvestment plan. The Company will cease paying ongoing servicing fees at the date at which total underwriting compensation from any source in connection with this offering equals 10% of the gross proceeds from it`s offering (excluding proceeds from issuances pursuant to it`s distribution reinvestment plan). This limitation is intended to ensure that the Company satisfies the requirements of FINRA Rule 2310, which provides that the maximum aggregate underwriting compensation from any source, including compensation paid from offering proceeds and in the form of “trail commissions,” payable to underwriters, broker-dealers, or affiliates thereof participating in an offering may not exceed 10% of gross offering proceeds, excluding proceeds received in connection with the issuance of shares through a distribution reinvestment plan.

Owl Rock Core Income Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued

Expense Support and Conditional Reimbursement Agreement

The Company has entered into the Expense Support and Conditional Reimbursement Agreement (the “Expense Support Agreement”) with the Adviser, the purpose of which is to ensure that no portion of the Company’s distributions to shareholders will represent a return of capital for U.S. federal income tax purposes. The Expense Support Agreement became effective as of the date that the Company met the minimum offering requirement.

On a quarterly basis, the Adviser reimburses the Company for “Operating Expenses” (as defined below) in an amount equal to the excess of the Company’s cumulative distributions paid to the Company’s shareholders in each quarter over “Available Operating Funds” (as defined below) received by the Company on account of its investment portfolio during such quarter. Any payments required to be made by the Adviser pursuant to the preceding sentence are referred to herein as an “Expense Payment”.

Pursuant to the Expense Support Agreement, “Operating Expenses” means all of the Company’s operating costs and expenses incurred, as determined in accordance with generally accepted accounting principles for investment companies. “Available Operating Funds” means the sum of (i) the Company’s estimated investment company taxable income (including realized net short-term capital gains reduced by realized net long-term capital losses), (ii) the Company’s realized net capital gains (including the excess of realized net long-term capital gains over realized net short-term capital losses) and (iii) dividends and other distributions paid to the Company on account of preferred and common equity investments in portfolio companies, if any (to the extent such amounts listed in clause (iii) are not included under clauses (i) and (ii) above).

The Adviser’s obligation to make an Expense Payment will automatically become a liability of the Adviser and the right to such Expense Payment will be an asset of the Company’s on the last business day of the applicable quarter. The Expense Payment for any quarter will be paid by the Adviser to the Company in any combination of cash or other immediately available funds, and/or offset against amounts due from the Company to the Adviser no later than the earlier of (i) the date on which the Company closes it’s books for such quarter, or (ii) forty-five days after the end of such quarter.

Following any quarter in which Available Operating Funds exceed the cumulative distributions paid by the Company in respect of such quarter (the amount of such excess being hereinafter referred to as “Excess Operating Funds”), the Company will pay such Excess Operating Funds, or a portion thereof, in accordance with the stipulations below, as applicable, to the Adviser, until such time as all Expense Payments made by the Adviser to the Company within three years prior to the last business day of such quarter have been reimbursed. Any payments required to be made by the Company are referred to as a “Reimbursement Payment”.

The amount of the Reimbursement Payment for any quarter shall equal the lesser of (i) the Excess Operating Funds in respect of such quarter and (ii) the aggregate amount of all Expense Payments made by the Adviser to the Company within three years prior to the last business day of such quarter that have not been previously reimbursed by the Company to the Adviser. The payment will be reduced to the extent that such Reimbursement Payments, together with all other Reimbursement Payments paid during the fiscal year, would cause Other Operating Expenses defined as the Company’s total Operating Expenses, excluding base management fees, incentive fees, organization and offering expenses, distribution and shareholder servicing fees, financing fees and costs, interest expense, brokerage commissions and extraordinary expenses on an annualized basis and net of any Expense Payments received by the Company during the fiscal year to exceed the lesser of: (i) 1.75% of the Company’s average net assets attributable to the shares of the Company’s common stock for the fiscal year-to-date period after taking such Expense Payments into account; and (ii) the percentage of the Company’s average net assets attributable to shares of the Company’s common stock represented by Other Operating Expenses during the fiscal year in which such Expense Payment was made (provided, however, that this clause (ii) shall not apply to any Reimbursement Payment which relates to an Expense Payment made during the same fiscal year).

No Reimbursement Payment for any quarter will be made if: (1) the “Effective Rate of Distributions Per Share” (as defined below) declared by the Company at the time of such Reimbursement Payment is less than the Effective Rate of Distributions Per Share at the time the Expense Payment was made to which such Reimbursement Payment relates, or (2) the Company’s “Operating Expense Ratio” (as defined below) at the time of such Reimbursement Payment is greater than the Operating Expense Ratio at the time the Expense Payment was made to which such Reimbursement Payment relates. Pursuant to the Expense Support Agreement, “Effective Rate of Distributions Per Share” means the annualized rate (based on a 365 day year) of regular cash distributions per share exclusive of returns of capital, distribution rate reductions due to distribution and shareholder fees, and declared special dividends or special distributions, if any. The “Operating Expense Ratio” is calculated by dividing Operating Expenses, less organizational and offering expenses, base management and incentive fees owed to Adviser, and interest expense, by the Company’s net assets.

The specific amount of expenses reimbursed by the Adviser, if any, will be determined at the end of each quarter. The Company or the Adviser may terminate the Expense Support Agreement at any time, with or without notice. The Expense Support Agreement will automatically terminate in the event of (a) the termination of the Investment Advisory Agreement, or (b) a determination by the Company’s Board to dissolve or liquidate the Company. Upon termination of the Expense Support Agreement, the Company will be required to fund any Expense Payments that have not been reimbursed by the Company to the Adviser.

Owl Rock Core Income Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued

As of June 30, 2022, the amount of Expense Support Payments provided by the Adviser since inception is $9.4 million. During the three and six months ended June 30, 2022, the Company did not repay expense support to the Adviser. The Company may or may not reimburse remaining expense support in the future. As of June 30, 2021, the amount of Expense Support Payments provided by the Adviser since inception is $2.6 million. During the three and six months ended June 30, 2021, the Company did not repay expense support to the Adviser. The Company may or may not reimburse remaining expense support in the future.

The following table presents a summary of all expenses supported, and recouped, by the Adviser for each of the following three month periods in which the Company received Expense Support from the Adviser and the associated dates through which such expenses may be subject to reimbursement from the Company pursuant to the Expense Support Agreement:


For the Quarter Ended	Amount of Expense Support		Recoupment of Expense Support		Unreimbursed Expense Support		Effective Rate of Distribution per Share(1)			Reimbursement Eligibility Expiration		Operating Expense Ratio(2)
($ in thousands)
March 31, 2021	$	822	$	822	$	—		6.7	%		March 31, 2024		9.47	%
June 30, 2021		1,756		1,756		—		6.6	%		June 30, 2024		2.43	%
March 31, 2022		4,062		—		4,062		7.2	%		March 31, 2025		0.67	%
June 30, 2022		2,713		—		2,713		7.4	%		June 30, 2025		0.67	%

Total	$	9,353	$	2,578	$	6,775

(1)

The effective rate of distribution per share is expressed as a percentage equal to the projected annualized distribution amount as of the end of the applicable period (which is calculated by annualizing the regular monthly cash distributions per share as of such date without compounding), divided by the Company’s net asset value per share as of such date.

(2)	The operating expense ratio is calculated by dividing operating expenses, less organizational and offering expenses, base management and incentive fees owed to the Adviser, and interest expense, by the Company’s net assets.

License Agreement

On September 30, 2020, the Company entered into a license agreement (the “License Agreement”), pursuant to which an affiliate of Blue Owl has granted the Company a non-exclusive license to use the name “Owl Rock.” Under the License Agreement, the Company has a right to use the Owl Rock name for so long as the Adviser or one of its affiliates remains the Company’s investment adviser. Other than with respect to this limited license, the Company will have no legal right to the “Owl Rock” name or logo.

Promissory Note

The Company as borrower, entered into a Loan Agreement as amended and restated through the date herof (the “Loan Agreement”) with Owl Rock Feeder FIC ORCIC Debt LLC (“Feeder FIC Debt”), an affiliate of the Adviser, as lender, to enter into revolving promissory notes (the “Promissory Notes”) to borrow up to an aggregate of $250 million from Feeder FIC Debt. See Note 6 “Debt”.

On June 22, 2022, the Company and Feeder FIC Debt, entered into a Termination Agreement (the “Termination Agreement”) pursuant to which the Loan Agreement was terminated. Upon execution of the Termination Agreement there were no amounts outstanding pursuant to the Loan Agreement or the Promissory Notes.

Note 4. Investments

Under the 1940 Act, the Company is required to separately identify non-controlled investments where it owns 5% or more of a portfolio company’s outstanding voting securities and/or has the power to exercise control over the management or policies of such portfolio company as investments in “affiliated” companies. In addition, under the 1940 Act, the Company is required to separately identify investments where it owns more than 25% of a portfolio company’s outstanding voting securities and/or has the power to exercise control over the management or policies of such portfolio company as investments in “controlled” companies. Under the

Owl Rock Core Income Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued

1940 Act, “non-affiliated investments” are defined as investments that are neither controlled investments nor affiliated investments. Detailed information with respect to the Company’s non-controlled, non-affiliated; non-controlled, affiliated; and controlled affiliated investments is contained in the accompanying consolidated financial statements, including the consolidated schedule of investments. The information in the tables below is presented on an aggregate portfolio basis, without regard to whether they are non-controlled non-affiliated, non-controlled affiliated or controlled affiliated investments.

Investments at fair value and amortized cost consisted of the following as of June 30, 2022 and December 31, 2021:


	June 30, 2022				December 31, 2021
($ in thousands)	Amortized Cost		Fair Value		Amortized Cost		Fair Value
First-lien senior secured debt investments	$	6,934,459	$	6,809,423	$	2,490,219	$	2,491,334
Second-lien senior secured debt investments		946,684		900,730		496,559		498,247
Unsecured debt investments		214,522		201,174		2,164		2,116
Preferred equity investments		422,634		411,936		56,696		56,970
Common equity investments		128,574		127,965		71,259		71,705

Total Investments	$	8,646,873	$	8,451,228	$	3,116,897	$	3,120,372

The industry composition of investments based on fair value as of June 30, 2022 and December 31, 2021 was as follows:


	June 30, 2022			December 31, 2021
Advertising and media		1.0	%		2.8	%
Aerospace and defense		0.4			0.5
Automotive		1.1			1.7
Buildings and real estate		5.2			4.0
Business services		7.5			7.7
Chemicals		1.8			3.4
Consumer products		3.4			3.6
Containers and packaging		4.5			4.8
Distribution		3.4			1.7
Education		2.0			0.2
Energy equipment and services		0.3			—
Financial services		4.3			4.3
Food and beverage		7.5			1.5
Healthcare equipment and services		5.4			4.1
Healthcare providers and services		11.2			8.6
Healthcare technology		6.5			7.0
Household products		2.8			0.3
Human resource support services		1.4			4.0
Infrastructure and environmental services		1.2			0.9
Insurance		7.1			12.4
Internet software and services		11.7			12.3
Leisure and entertainment		1.3			3.0
Manufacturing		2.3			2.4
Professional services		2.4			3.6
Specialty retail		3.7			4.8
Telecommunications		0.2			0.1
Transportation		0.4			0.3

Total		100.0	%		100.0	%

Owl Rock Core Income Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued

The geographic composition of investments based on fair value as of June 30, 2022 and December 31, 2021 was as follows:


	June 30, 2022			December 31, 2021
United States:
Midwest		22.9	%		22.8	%
Northeast		17.5			17.1
South		33.3			28.0
West		19.4			26.8
International		6.9			5.3

Total		100.0	%		100.0	%

Note 5. Fair Value of Investments

Investments

The following tables present the fair value hierarchy of investments as of June 30, 2022 and December 31, 2021:


	June 30, 2022
($ in thousands)	Level 1		Level 2		Level 3		Total
First-lien senior secured debt investments	$	—	$	963,781	$	5,845,642	$	6,809,423
Second-lien senior secured debt investments		—		141,809		758,921		900,730
Unsecured debt investments		—		48,476		152,698		201,174
Preferred equity investments		—		—		411,936		411,936
Common equity investments		—		—		127,965		127,965

Total Investments	$	—	$	1,154,066	$	7,297,162	$	8,451,228


	December 31, 2021
($ in thousands)	Level 1		Level 2		Level 3		Total
First-lien senior secured debt investments	$	—	$	162,988	$	2,328,346	$	2,491,334
Second-lien senior secured debt investments		—		47,770		450,477		498,247
Unsecured debt investments		—		—		2,116		2,116
Preferred equity investments		—		—		56,970		56,970
Common equity investments		—		—		71,705		71,705

Total Investments	$	—	$	210,758	$	2,909,614	$	3,120,372

Owl Rock Core Income Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued

The following tables present changes in the fair value of investments for which Level 3 inputs were used to determine the fair value as of and for the three and six months ended June 30, 2022 and 2021:


	As of and for the Three Months Ended June 30, 2022
($ in thousands)	First-lien senior secured debt investments		Second-lien senior secured debt investments		Unsecured debt investments		Preferred equity investments		Common equity investments		Total
Fair value, beginning of period	$	3,735,077	$	602,817	$	123,608	$	156,555	$	101,090	$	4,719,147
Purchases of investments, net		2,292,454		215,592		34,078		261,348		31,046		2,834,518
Payment-in-kind		7,701		1,475		2,532		3,915		14		15,637
Proceeds from investments, net		(152,174)		(39,832)		—		—		—		(192,006)
Net change in unrealized gain (loss)		(45,346)		(23,870)		(7,565)		(9,976)		(4,183)		(90,940)
Net realized gains (losses)		108		—		—		—		—		108
Net amortization/accretion of premium/discount on investments		2,887		236		45		94		(2)		3,260
Transfers into (out of) Level 3(1)		4,935		2,503		—		—		—		7,438

Fair value, end of period	$	5,845,642	$	758,921	$	152,698	$	411,936	$	127,965	$	7,297,162

(1)	Transfers between levels, if any, are recognized at the beginning of the period in which the transfers occur. For the three months ended June 30, 2022, transfers out of Level 2 into Level 3 were as a result of changes in the observability of significant inputs for certain portfolio companies.


	As of and for the Six Months Ended June 30, 2022
($ in thousands)	First-lien senior secured debt investments		Second-lien senior secured debt investments		Unsecured debt investments		Preferred equity investments		Common equity investments		Total
Fair value, beginning of period	$	2,328,346	$	450,477	$	2,116	$	56,970	$	71,705	$	2,909,614
Purchases of investments, net		3,731,936		384,585		154,853		359,358		57,151		4,687,883
Payment-in-kind		11,360		2,561		2,614		6,938		40		23,513
Proceeds from investments, net		(196,052)		(39,832)		—		(642)		—		(236,526)
Net change in unrealized gain (loss)		(59,849)		(26,799)		(6,940)		(10,958)		(1,054)		(105,600)
Net realized gains (losses)		156		—		—		202		—		358
Net amortization/accretion of premium/discount on investments		4,855		367		55		191		—		5,468
Transfers between investment types		—		—		—		(123)		123		—
Transfers into (out of) Level 3(1)		24,890		(12,438)		—		—		—		12,452

Fair value, end of period	$	5,845,642	$	758,921	$	152,698	$	411,936	$	127,965	$	7,297,162

(1)

Transfers between levels, if any, are recognized at the beginning of the period in which the transfers occur. For the six months ended June 30, 2022, transfers out of Level 2 into Level 3 and transfers into Level 2 from Level 3 were as a result of changes in the observability of significant inputs for certain portfolio companies.

Owl Rock Core Income Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued


	As of and for the Three Months Ended June 30, 2021
($ in thousands)	First-lien senior secured debt investments		Second-lien senior secured debt investments		Unsecured debt investments		Preferred equity investments		Common equity investments		Total
Fair value, beginning of period	$	46,724	$	4,254	$	2,068	$	307	$	471	$	53,824
Purchases of investments, net⁽¹⁾		191,087		100,571		—		10,747		1,929		304,334
Proceeds from investments, net		(235)		—		—		—		—		(235)
Net change in unrealized gain (loss) on investments		60		366		43		(5)		61		525
Net realized gain (loss) on investments		2		—		—		—		—		2
Net amortization/accretion of premium/discount on investments		78		12		1		—		—		91
Transfers into (out of) Level 3⁽²⁾		(11,939)		—		—		—		—		(11,939)

Fair value, end of period	$	225,777	$	105,203	$	2,112	$	11,049	$	2,461	$	346,602

(1)	Purchases may include payment-in-kind (“PIK”).

(2)	Transfers between levels, if any, are recognized at the beginning of the period in which the transfers occur. For the three months ended June 30, 2021, transfers into Level 2 from Level 3 were as a result of changes in the observability of significant inputs for certain portfolio companies.


	As of and for the Six Months Ended June 30, 2021
($ in thousands)	First-lien senior secured debt investments		Second-lien senior secured debt investments		Unsecured debt investments		Preferred equity investments		Common equity investments		Total
Fair value, beginning of period	$	9,404	$	4,232	$	22	$	295	$	423	$	14,376
Purchases of investments, net ⁽¹⁾		234,107		100,571		2,056		10,761		1,973		349,468
Proceeds from investments, net		(6,024)		—		—		—		—		(6,024)
Net change in unrealized gain (loss) on investments		133		386		33		(7)		65		610
Net realized gain (loss) on investments		10		—		—		—		—		10
Net amortization/accretion of premium/discount on investments		86		14		1		—		—		101
Transfers into (out of) Level 3⁽²⁾		(11,939)		—		—		—		—		(11,939)

Fair value, end of period	$	225,777	$	105,203	$	2,112	$	11,049	$	2,461	$	346,602

(1)	Purchases may include payment-in-kind (“PIK”).

(2)	Transfers between levels, if any, are recognized at the beginning of the period in which the transfers occur. For the six months ended June 30, 2021, transfers into Level 2 from Level 3 were as a result of changes in the observability of significant inputs for certain portfolio companies.

Owl Rock Core Income Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued

The following tables present information with respect to the net change in unrealized gains (losses) on investments for which Level 3 inputs were used in determining the fair value that are still held by the Company for the three and six months ended June 30, 2022 and 2021:


($ in thousands)	Net change in unrealized gain (loss) for the Three Months Ended June 30, 2022 on Investments Held at June 30, 2022		Net change in unrealized gain (loss) for the Three Months Ended June 30, 2021 on Investments Held at June 30, 2021
First-lien senior secured debt investments	$	(45,471)	$	60
Second-lien senior secured debt investments		(23,860)		366
Unsecured debt investments		(7,565)		43
Preferred equity investments		(9,991)		(5)
Common equity investments		(4,182)		61

Total Investments	$	(91,069)	$	525


($ in thousands)	Net change in unrealized gain (loss) for the Six Months Ended June 30, 2022 on Investments Held at June 30, 2022		Net change in unrealized gain (loss) for the Six Months Ended June 30, 2021 on Investments Held at June 30, 2021
First-lien senior secured debt investments	$	(59,851)	$	133
Second-lien senior secured debt investments		(26,165)		386
Unsecured debt investments		(6,940)		33
Preferred equity investments		(10,958)		(5)
Common equity investments		(740)		63

Total Investments	$	(104,654)	$	610

Owl Rock Core Income Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued

The following tables present quantitative information about the significant unobservable inputs of the Company’s Level 3 investments as of June 30, 2022 and December 31, 2021. The weighted average range of unobservable inputs is based on fair value of investments. The tables are not intended to be all-inclusive, but instead capture the significant unobservable inputs relevant to the Company’s determination of fair value.

As of June 30, 2022

($ in thousands)

Fair Value

Valuation
Technique

Unobservable
Input

Range (Weighted Average)

Impact to
Valuation from an
Increase in Input

First-lien senior secured debt investments

3,877,574

Yield Analysis

Market Yield

7.0% - 21.6% (10.9%)

Decrease

1,968,068

Recent Transaction

Transaction Price

94.0% - 99.6% (98.4%)

Increase

Second-lien senior secured debt investments

709,130

Yield Analysis

Market Yield

10.8% - 17.8% (13.9%)

Decrease

49,791

Recent Transaction

Transaction Price

99.0%

Increase

Unsecured debt investments

1,936

Yield Analysis

Market Yield

11.6%

Decrease

150,738

Recent Transaction

Transaction Price

97.0% - 99.3% (98.7%)

Increase

Market Approach

EBITDA Multiple

14.8x

Increase

Preferred equity investments

150,585

Yield Analysis

Market Yield

14.1% - 16.1% (14.8%)

Decrease

261,348

Recent Transaction

Transaction Price

97.3% - 97.5% (97.3%)

Increase

Market Approach

EBITDA Multiple

11.5x

Increase

Common equity investments

38,183

Recent Transaction

Transaction Price

100.0% - 123.5% (104.4%)

Increase

82,814

Market Approach

EBITDA Multiple

9.8x - 23.3x (15.8x)

Increase

6,951

Market Approach

Revenue Multiple

1.8x - 11.0x (6.7x)

Increase

Market Approach

Gross Profit
Multiple

16.5x

Increase

As of December 31, 2021

($ in thousands)

Fair Value

Valuation
Technique

Unobservable
Input

Range (Weighted Average)

Impact to
Valuation from an
Increase in Input

First-lien senior secured debt investments

1,401,867

Yield Analysis

Market Yield

5.1% - 12.4% (8.2%)

Decrease

921,476

Recent Transaction

Transaction Price

90.5% - 100.0% (98.1%)

Increase

5,003

Indicative Bid

Broker Quotes

N/A

Increase

Second-lien senior secured debt investments

164,066

Yield Analysis

Market Yield

6.1% - 10.7% (8.7%)

Decrease

261,240

Recent Transaction

Transaction Price

98.0% - 99.5% (98.8%)

Increase

25,171

Indicative Bid

Broker Quotes

N/A

Increase

Unsecured debt investments

2,092

Yield Analysis

Market Yield

9.4%

Decrease

Market Approach

EBITDA Multiple

14.8x

Increase

Preferred equity investments

11,555

Yield Analysis

Market Yield

11.4% - 14.6% (11.5%)

Decrease

238

Market Approach

EBITDA Multiple

9.3x

Increase

45,177

Recent Transaction

Transaction Price

97.3% - 97.5% (97.3%)

Increase

Common equity investments

56,186

Recent Transaction

Transaction Price

100.0%

Increase

15,470

Market Approach

EBITDA Multiple

7.6x - 24.0x (16.9x)

Increase

Market Approach

Gross Profit
Multiple

27.0x

Increase

Owl Rock Core Income Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued

The Company typically determines the fair value of its performing Level 3 debt investments utilizing a yield analysis. In a yield analysis, a price is ascribed for each investment based upon an assessment of current and expected market yields for similar investments and risk profiles. Additional consideration is given to the expected life, portfolio company performance since close, and other terms and risks associated with an investment. Among other factors, a determinant of risk is the amount of leverage used by the portfolio company relative to its total enterprise value, and the rights and remedies of the Company’s investment within the portfolio company’s capital structure.

Significant unobservable quantitative inputs typically used in the fair value measurement of the Company’s Level 3 debt investments primarily include current market yields, including relevant market indices, but may also include quotes from brokers, dealers, and pricing services as indicated by comparable investments. For the Company’s Level 3 equity investments, a market approach, based on comparable publicly-traded company and comparable market transaction multiples of revenues, EBITDA, or some combination thereof and comparable market transactions typically would be used.

Debt Not Carried at Fair Value

Fair value is estimated by discounting remaining payments using applicable current market rates, which take into account changes in the Company’s marketplace credit ratings, or market quotes, if available. The following tables present the carrying and fair values of the Company’s debt obligations as of June 30, 2022 and December 31, 2021.


	June 30, 2022				December 31, 2021
($ in thousands)	Net Carrying Value⁽¹⁾		Fair Value		Net Carrying Value⁽²⁾		Fair Value
Revolving Credit Facility⁽³⁾	$	928,140	$	928,140	$	445,188	$	445,188
SPV Asset Facility I		546,496		546,496		298,015		298,015
SPV Asset Facility II		1,187,691		1,187,691		438,637		438,637
SPV Asset Facility III		199,286		199,286		—		—
SPV Asset Facility IV		460,701		460,701		—		—
March 2025 Notes		494,310		480,000		—		—
September 2026 Notes		344,087		301,875		343,971		337,750
February 2027 Notes		493,033		457,500		—		—

Total Debt	$	4,653,744	$	4,561,689	$	1,525,811	$	1,519,590

(1)

The carrying values of the Company’s Revolving Credit Facility, SPV Asset Facility I, SPV Asset Facility II, SPV Asset Facility III, SPV Asset Facility IV, March 2025 Notes, September 2026 Notes and February 2027 Notes are presented net of unamortized debt issuance costs of $7.3 million, $3.3 million, $10.3 million, $5.7 million, $4.3 million, $5.7 million, $5.9 million and $7.0 million, respectively.

(2)	The carrying values of the Company’s Revolving Credit Facility, SPV Asset Facility I, SPV Asset Facility II, and September 2026 Notes are presented net of unamortized debt issuance costs of $6.0 million, $3.3 million, $7.4 million, and $6.0 million, respectively.

(3)	Includes unrealized gain (loss) on translation of borrowings denominated in foreign currencies.

The following table presents fair value measurements of the Company’s debt obligations as of June 30, 2022 and December 31, 2021:


($ in thousands)	June 30, 2022		December 31, 2021
Level 1	$	—	$	—
Level 2		1,239,375		337,750
Level 3		3,322,314		1,181,840

Total Debt	$	4,561,689	$	1,519,590

Owl Rock Core Income Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued

Financial Instruments Not Carried at Fair Value

As of June 30, 2022 and December 31, 2021, the carrying amounts of the Company’s assets and liabilities, other than investments at fair value and debt, approximate fair value due to their short maturities.

Note 6. Debt

In accordance with the 1940 Act, with certain limitations, the Company is allowed to borrow amounts such that its asset coverage, as defined in the 1940 Act, is at least 150% after such borrowing. The Company’s asset coverage was 180% and 200% as of June 30, 2022 and December 31, 2021, respectively.

Debt obligations consisted of the following as of June 30, 2022 and December 31, 2021:


	June 30, 2022
($ in thousands)	Aggregate Principal Committed		Outstanding Principal		Amount Available⁽¹⁾		Net Carrying Value⁽²⁾
Revolving Credit Facility⁽³⁾	$	1,175,000	$	935,398	$	239,602	$	928,140
SPV Asset Facility I		550,000		549,782		218		546,496
SPV Asset Facility II		1,650,000		1,198,000		119,352		1,187,691
SPV Asset Facility III		750,000		205,000		43,351		199,286
SPV Asset Facility IV		500,000		465,000		14,595		460,701
March 2025 Notes		500,000		500,000		—		494,310
September 2026 Notes		350,000		350,000		—		344,087
February 2027 Notes		500,000		500,000		—		493,033

Total Debt	$	5,975,000	$	4,703,180	$	417,118	$	4,653,744

(1)	The amount available reflects any limitations related to each credit facility’s borrowing base.

(2)

(3)	Includes unrealized gain (loss) on translation of borrowings denominated in foreign currencies.


	December 31, 2021
($ in thousands)	Aggregate Principal Committed		Outstanding Principal		Amount Available⁽¹⁾		Net Carrying Value⁽²⁾
Promissory Note	$	250,000	$	—	$	250,000	$	—
Revolving Credit Facility		750,000		451,170		298,830		445,188
SPV Asset Facility I		550,000		301,282		33,740		298,015
SPV Asset Facility II		1,000,000		446,000		83,678		438,637
September 2026 Notes		350,000		350,000		—		343,971

Total Debt	$	2,900,000	$	1,548,452	$	666,248	$	1,525,811

(1)	The amount available reflects any limitations related to each credit facility’s borrowing base.

(2)	The carrying values of the Company’s Revolving Credit Facility, SPV Asset Facility I, SPV Asset Facility II, and September 2026 Notes are presented net of unamortized debt issuance costs of $6.0 million, $3.3 million, $7.4 million, and $6.0 million, respectively.

Owl Rock Core Income Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued

For the three and six months ended June 30, 2022 and 2021, the components of interest expense were as follows:


	For the Three Months Ended June 30,						For the Six Months Ended June 30,
($ in thousands)	2022			2021			2022			2021
Interest expense	$	32,308		$	1,165		$	47,412		$	1,236
Amortization of debt issuance costs		3,802			267			4,069			267

Total Interest Expense	$	36,110		$	1,432		$	51,481		$	1,503

Average interest rate		3.9	%		4.0	%		3.6	%		4.0	%
Average daily borrowings	$	3,310,387		$	115,223		$	2,598,780		$	61,267

Promissory Note

On October 15, 2020, the Company as borrower, entered into a Loan Agreement (the “Loan Agreement”) with Owl Rock Feeder FIC ORCIC Debt LLC (“Feeder FIC Debt”), an affiliate of the Adviser, as lender, to enter into revolving promissory notes (the “Promissory Notes”) to borrow up to an aggregate of $50 million from Feeder FIC Debt. The Loan Agreement was subsequently amended on March 31, 2021, August 26, 2021, September 13, 2021, and March 8, 2022, and amended and restated on May 12, 2021. Prior to June 22, 2022, the aggregate amount that could be borrowed under the Loan Agreement was $250 million and the stated maturity date was February 28, 2023.

The interest rate on amounts borrowed pursuant to the Promissory Notes after March 8, 2022 was based on the lesser of the rate of interest for a SOFR Loan or an ABR Loan under the Credit Agreement dated as of December 7, 2021, as amended or supplemented from time to time, by and among Blue Owl Finance LLC, as Borrower, Blue Owl Capital Holdings LP and Blue Owl Capital Carry LP as Parent Guarantors, the Subsidiary Guarantors party thereto, Bank of America, N.A., as Syndication Agent, JPMorgan Chase Bank, N.A., Wells Fargo Bank, National Association and Sumitomo Mitsui Banking Corporation, as Co-Documentation Agents and MUFG Bank, Ltd., as Administrative Agent.

The interest rate on amounts borrowed pursuant to the Promissory Notes between March 8, 2022 and May 12, 2021 was based on the lesser of the rate of interest for an ABR Loan or a Eurodollar Loan under the Credit Agreement dated as of April 15, 2021, as amended or supplemented from time to time, by and among the Adviser, as borrower, the several lenders from time to time party thereto, MUFG Union Bank, N.A., as Collateral Agent and MUFG Bank, Ltd., as Administrative Agent.

The interest rate on amounts borrowed pursuant to Promissory Notes, prior to May 12, 2021, was based on either the rate of interest for a LIBOR-Based Advance or the rate of interest for a Prime-Based Advance as defined in the Loan and Security Agreement, dated as of February 20, 2020, as amended from time to time, by and among the Owl Rock Capital Advisors LLC, as borrower, East West Bank, as Administrative Agent, Issuing Lender, Swingline Lender and a Lender and Investec Bank PLC as a Lender.

The unpaid principal balance of the Revolving Promissory Note and accrued interest thereon was payable by the Company from time to time at the discretion of the Company but immediately due and payable upon 120 days written notice by Owl Rock Feeder FIC ORCIC Debt LLC, and in any event due and payable in full no later than February 28, 2023.

On June 22, 2022, the Company and Feeder FIC Debt entered into a Termination Agreement (the “Termination Agreement”) pursuant to which the Loan Agreement was terminated. At the time the Termination Agreement was executed, there were no amounts outstanding pursuant to the Loan Agreement or the Promissory Notes.

Revolving Credit Facility

On April 14, 2021, the Company entered into a Senior Secured Revolving Credit Agreement (as amended through the date hereof, the “Revolver”). The parties to the Facility include the Company, as Borrower, the lenders from time to time parties thereto (each a “Lender” and collectively, the “Lenders”), the issuing banks from time to time party thereto (each an “Issuing Bank” and collectively, the “Issuing Banks”), Sumitomo Mitsui Banking Corporation as Administrative Agent, Sumitomo Mitsui Banking Corporation and MUFG Union Bank, N.A. as Joint Lead Arrangers, Joint Book Runners and Syndication Agents, and JPMorgan Chase Bank, N.A. and Bank of America, N.A., as Documentation Agents.

Owl Rock Core Income Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued

On September 29, 2021, the Company entered into an amendment to the Revolver to among other things, (i) change the rate under the Revolver for borrowings denominated in Sterling from a LIBOR-based rate to daily simple SONIA (Sterling Overnight Index Average) subject to certain adjustments specified in the Revolver and (ii) change the rate under the Revolver for borrowings denominated in Swiss Francs from a LIBOR-based rate to SARON (Swiss Average Rate Overnight) subject to certain adjustments specified in the Revolver. The other material terms of the Revolver were unchanged.

On February 28, 2022, the Company entered into a second amendment to the Revolver to, among other things, (i) increase the aggregate commitments under the Revolver to $1.175 billion, (ii) increase the accordion feature, which allows the Company, under certain circumstances, to increase the size of the Revolver, to a maximum of $1.3 billion, (iii) change the rate under the Revovler for borrowings denominated in U.S. Dollar from a LIBOR-based rate to SOFR (Secured Overnight Financing Rate) subject to certain adjustments specified in the Revolver. The other material terms of the Revolver were unchanged.

The Revolver is guaranteed by OR Lending IC LLC, a subsidiary of the Company, and will be guaranteed by certain domestic subsidiaries of the Company that are formed or acquired by the Company in the future (collectively, the “Guarantors”). Proceeds of the Revolver may be used for general corporate purposes, including the funding of portfolio investments.

The maximum principal amount of the Revolver is $1.175 billion, subject to availability under the borrowing base, which is based on the Company’s portfolio investments and other outstanding indebtedness. Maximum capacity under the Revolver may be increased to $1.3 billion through the exercise by the Borrower of an uncommitted accordion feature through which existing and new lenders may, at their option, agree to provide additional financing. The Revolver is secured by a perfected first-priority interest in substantially all of the portfolio investments held by the Company and each Guarantor, subject to certain exceptions, and includes a $50,000,000 limit for swingline loans.

The availability period under the Revolver will terminate on April 14, 2025 (“Commitment Termination Date”) and the Revolver will mature on April 14, 2026 (“Maturity Date”). During the period from the Commitment Termination Date to the Maturity Date, the Company will be obligated to make mandatory prepayments under the Revolver out of the proceeds of certain asset sales and other recovery events and equity and debt issuances.

The Company may borrow amounts in U.S. dollars or certain other permitted currencies. Amounts drawn under the Revolver, will bear interest at either SOFR plus a margin of 2.00%, or the prime rate plus a margin of 1.00%. The Company may elect either the SOFR or prime rate at the time of drawdown, and loans may be converted from one rate to another at any time at the Company’s option, subject to certain conditions. Further, the Revolver builds in a hardwired approach for the replacement of SOFR loans in U.S. dollars. For SOFR loans in other permitted currencies, the Revolver includes customary fallback mechanics for the Company and the Administrative Agent to select an alternative benchmark, subject to the negative consent of required Lenders. The Company will also pay a fee of 0.375% on undrawn amounts under the Revolver.

The Revolver includes customary covenants, including certain limitations on the incurrence by the Company of additional indebtedness and on the Company’s ability to make distributions to its shareholders, or redeem, repurchase or retire shares of stock, upon the occurrence of certain events and certain financial covenants related to asset coverage and liquidity and other maintenance covenants, as well as customary events of default.

SPV Asset Facility I

On September 16, 2021 (the “SPV Asset I Facility Closing Date”), Core Income Funding I LLC (“Core Income Funding I”), a Delaware limited liability company and newly formed wholly-owned subsidiary of the Company entered into a Credit Agreement ( as amended through the date hereof, “the SPV Asset Facility I”), with Core Income Funding I, as borrower, the lenders from time to time parties thereto (the “Lenders”), Natixis, New York Branch, as Administrative Agent, State Street Bank and Trust Company as Collateral Agent and Alter Domus (US) LLC as Document Custodian.

On December 27, 2021, the parties to the SPV Asset Facility I amended certain terms of the facility, including increasing the total revolving commitment under the SPV Asset Facility I from $300 million to $350 million and the total term commitment under the SPV Asset Facility I from $0 to $200 million and adding additional parties as lenders. The following describes the terms of SPV Asset Facility I as amended through December 27, 2021.

From time to time, the Company expects to sell and contribute certain investments to Core Income Funding I pursuant to a Sale and Contribution Agreement by and between the Company and Core Income Funding I. No gain or loss will be recognized as a result of the contribution. Proceeds from the SPV Asset Facility I will be used to finance the origination and acquisition of eligible assets by Core Income Funding I, including the purchase of such assets from the Company. The Company retains a residual interest in assets contributed to or acquired by Core Income Funding I through its ownership of Core Income Funding I. The maximum principal amount of the Credit Facility is $550 million; the availability of this amount is subject to an overcollateralization ratio test, which is based on the value of Core Income Funding I’s assets from time to time, and satisfaction of certain conditions, including an interest coverage ratio test, certain concentration limits and collateral quality tests.

Owl Rock Core Income Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued

The SPV Asset Facility I provides for the ability to (1) draw term loans and (2) draw and redraw revolving loans under the SPV Asset Facility I for a period of up to two years after the Closing Date unless the revolving commitments are terminated or converted to term loans sooner as provided in the SPV Asset Facility I (the “Commitment Termination Date”). Unless otherwise terminated, the SPV Asset Facility I will mature on September 16, 2031 (the “Stated Maturity”). Prior to the Stated Maturity, proceeds received by Core Income Funding I from principal and interest, dividends, or fees on assets must be used to pay fees, expenses and interest on outstanding borrowings, and the excess may be returned to the Company, subject to certain conditions. On the Stated Maturity, Core Income Funding I must pay in full all outstanding fees and expenses and all principal and interest on outstanding borrowings, and the excess may be returned to the Company.

Amounts drawn bear interest at LIBOR (or, in the case of certain lenders that are commercial paper conduits, the lower of their cost of funds and LIBOR plus 0.25%) plus an applicable margin that ranges from 1.55% to 2.15% depending on a ratio of broadly syndicated loans to middle market loans in the collateral. From the Closing Date to the Commitment Termination Date, there is a commitment fee that steps up during the year after the Closing Date from 0.00% to 0.625% per annum on the undrawn amount, if any, of the revolving commitments in the SPV Asset Facility I. The SPV Asset Facility I contains customary covenants, including certain financial maintenance covenants, limitations on the activities of Core Income Funding I, including limitations on incurrence of incremental indebtedness, and customary events of default. The SPV Asset Facility I is secured by a perfected first priority security interest in the assets of Core Income Funding I and on any payments received by Core Income Funding I in respect of those assets. Assets pledged to the Lenders will not be available to pay the debts of the Company.

Borrowings of Core Income Funding I are considered our borrowings for purposes of complying with the asset coverage requirements under the Investment Company Act of 1940, as amended.

SPV Asset Facility II

On October 5, 2021, Core Income Funding II LLC (“Core Income Funding II”), a Delaware limited liability company and our newly formed subsidiary entered into a loan and financing and servicing agreement (as amended through the date hereof, the “SPV Asset Facility II”), with Core Income Funding II, as borrower, us, as equityholder and service provider, the lenders from time to time parties thereto, Deutsche Bank AG, New York Branch, as Facility Agent, State Street Bank and Trust Company, as collateral agent, and Alter Domus (US) LLC as collateral custodian.

On October 27, 2021, the parties to the SPV Asset Facility II amended certain terms of the facility, including increasing the aggregate commitment of the Lenders under the Facility from $500 million to $1 billion.

On December 20, 2021, the parties to the SPV Asset Facility II amended certain terms of the facility, including changes related to the elevation of Assigned Participation Interests.

On February 18, 2022, the parties to the SPV Asset Facility II amended certain terms of the facility including, among other changes, reallocating commitments of the lenders under SPV Asset Facility II and converting the benchmark rate of the facility from LIBOR to term SOFR.

On April 11, 2022, the parties to the SPV Asset Facility II amended certain terms of the facility including, among other changes, increasing the Facility Amount from $1 billion to $1.275 billion, extending the Ramp-up Period through December 31, 2022 and adding two additional lenders.

On May 3, 2022, the parties to the SPV Asset Facility II amended certain terms of the facility including, among other changes, increasing the Facility Amount from $1.275 billion to $1.650 billion and adding two additional lenders.

From time to time, we expect to sell and contribute certain loan assets to Core Income Funding II pursuant to a Sale and Contribution Agreement by and between us and Core Income Funding II. No gain or loss will be recognized as a result of the contribution. Proceeds from the SPV Asset Facility II will be used to finance the origination and acquisition of eligible assets by Core Income Funding II, including the purchase of such assets from us. We retain a residual interest in assets contributed to or acquired by Core Income Funding II through our ownership of Core Income Funding II. The maximum principal amount of the SPV Asset Facility II is $1.65 billion; the availability of this amount is subject to the borrowing base, which is determined on the basis of the value and types of Core Income Funding II’s assets from time to time, and satisfaction of certain conditions, including interest spread and weighted average coupon tests, certain concentration limits and collateral quality tests.

Owl Rock Core Income Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued

The SPV Asset Facility II provides for the ability to borrow, reborrow, repay and prepay advances under the SPV Asset Facility II for a period of up to three years after the Closing Date unless such period is extended or accelerated under the terms of the SPV Asset Facility II (the “Revolving Period”). Unless otherwise extended, accelerated or terminated under the terms of the SPV Asset Facility II, the SPV Asset Facility II will mature on the date that is two years after the last day of the Revolving Period (the “Facility Termination Date”). Prior to the Facility Termination Date, proceeds received by Core Income Funding II from principal and interest, dividends, or fees on assets must be used to pay fees, expenses and interest on outstanding advances, and the excess may be returned to the Company, subject to certain conditions. On the Facility Termination Date, Core Income Funding II must pay in full all outstanding fees and expenses and all principal and interest on outstanding advances, and the excess may be returned to us.

Amounts drawn under the SPV Asset Facility II bear interest at Term SOFR (or, in the case of certain Lenders that are commercial paper conduits, the lower of (a) their cost of funds and (b) Term SOFR, such Term SOFR not to be lower than zero) plus a spread equal to 2.00% per annum, which spread will increase (a) on and after the end of the Revolving Period by 0.15% per annum if no event of default has occurred and (b) by 2.00% per annum upon the occurrence of an event of default (such spread, the “Applicable Margin”). Term SOFR may be replaced as a base rate under certain circumstances. During the Revolving Period, Core Income Funding II will pay an undrawn fee ranging from 0.00% to 0.25% per annum on the undrawn amount, if any, of the revolving commitments in the SPV Asset Facility II. During the Revolving Period, if the undrawn commitments are in excess of a certain portion (initially 12.5% and increasing in stages to 25%, 50% and 75%) of the total commitments under the SPV Asset Facility II, Core Income Funding II will also pay a make-whole fee equal to the Applicable Margin multiplied by such excess undrawn commitment amount, reduced by the undrawn fee payable on such excess. Core Income Funding II will also pay Deutsche Bank AG, New York Branch, certain fees (and reimburse certain expenses) in connection with its role as facility agent. The SPV Asset Facility II contains customary covenants, including certain financial maintenance covenants, limitations on the activities of Core Income Funding II, including limitations on incurrence of incremental indebtedness, and customary events of default. The SPV Asset Facility II is secured by a perfected first priority security interest in the assets of Core Income Funding II and on any payments received by Core Income Funding II in respect of those assets. Assets pledged to the Lenders will not be available to pay our debts.

Borrowings of Core Income Funding II are considered our borrowings for purposes of complying with the asset coverage requirements under the Investment Company Act of 1940, as amended.

SPV Asset Facility III

On March 24, 2022 (the “SPV Asset Facility III Closing Date”), Core Income Funding III LLC (“ORCIC III Financing”), a Delaware limited liability company and newly formed subsidiary of the Company entered into a Credit Agreement (the “SPV Asset Facility III”), with ORCIC III Financing, as borrower, the Adviser, as servicer, the lenders from time to time parties thereto, Bank of America, N.A., as administrative agent, State Street Bank and Trust Company, as collateral agent, Alter Domus (US) LLC as collateral custodian and Bank of America, N.A., as sole lead arranger and sole book manager.

From time to time, the Company expects to sell and contribute certain investments to ORCIC III Financing pursuant to a Sale and Contribution Agreement, dated as of the SPV Asset Facility III Closing Date, by and between the Company and ORCIC III Financing. No gain or loss will be recognized as a result of the contribution. Proceeds from the SPV Asset Facility III will be used to finance the origination and acquisition of eligible assets by ORCIC III Financing, including the purchase of such assets from the Company. The Company retains a residual interest in assets contributed to or acquired by ORCIC III Financing through the Company’s ownership of ORCIC III Financing. The maximum principal amount of the SPV Asset Facility III is $750 million, which can be drawn in multiple currencies subject to certain conditions; the availability of this amount is subject to the borrowing base, which is determined on the basis of the value and types of ORCIC III Financing’s assets from time to time, and satisfaction of certain conditions, including certain portfolio criteria.

The SPV Asset Facility III provides for the ability to draw and redraw revolving loans under the SPV Asset Facility III for a period of up to three years after the SPV Asset Facility III Closing Date unless the commitments are terminated sooner as provided in the SPV Asset Facility III (the “SPV Asset Facility III Commitment Termination Date”). Unless otherwise terminated, the SPV Asset Facility III will mature on March 24, 2027 (the “SPV Asset Facility III Stated Maturity”). To the extent the commitments are terminated or permanently reduced during the first two years following the SPV Asset Facility III Closing Date, ORCC III Financing may owe a prepayment penalty. Prior to the SPV Asset Facility III Stated Maturity, proceeds received by ORCIC III Financing from principal and interest, dividends, or fees on assets must be used to pay fees, expenses and interest on outstanding borrowings, and the excess may be returned to the Company, subject to certain conditions. On the SPV Asset Facility III Stated Maturity, ORCIC III Financing must pay in full all outstanding fees and expenses and all principal and interest on outstanding borrowings, and the excess may be returned to the Company.

Owl Rock Core Income Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued

Amounts drawn in U.S. dollars are benchmarked to Daily SOFR, amounts drawn in British pounds are benchmarked to SONIA plus an adjustment of 0.11930%, amounts drawn in Canadian dollars are benchmarked to CDOR, and amounts drawn in Euros are benchmarked to EURIBOR, and in each case plus a spread equal to the Applicable Margin. The “SPV Asset Facility III Applicable Margin” ranges from 1.60% to 2.10% depending on the composition of the collateral. The SPV Asset Facility III also allows for amounts drawn in U.S. dollars to bear interest at an alternate base rate without a spread.

From the SPV Asset Facility III Closing Date to the SPV Asset Facility III Commitment Termination Date, there is a commitment fee, calculated on a daily basis, ranging from 0.25% to 1.25% on the undrawn amount under the SPV Asset Facility III. The SPV Asset Facility III contains customary covenants, including certain limitations on the activities of ORCIC III Financing, including limitations on incurrence of incremental indebtedness, and customary events of default. The SPV Asset Facility III is secured by a perfected first priority security interest in the assets of ORCIC III Financing and on any payments received by ORCIC III Financing in respect of those assets. Assets pledged to the lenders under the SPV Asset Facility III will not be available to pay the debts of the Company.

Borrowings of ORCIC III Financing are considered the Company’s borrowings for purposes of complying with the asset coverage requirements under the 1940 Act.

SPV Asset Facility IV

On March 16, 2022 (the “SPV Facility IV Closing Date”), Core Income Funding IV LLC (“Core Income Funding IV”), a Delaware limited liability company and newly formed subsidiary of the Company, entered into a Credit Agreement (the “SPV Asset Facility IV”), with Core Income Funding IV, as Borrower, the lenders from time to time parties thereto (the “Lenders”), Sumitomo Mitsui Banking Corporation, as Administrative Agent, State Street Bank and Trust Company, as Collateral Agent, Collateral Administrator and Custodian and Alter Domus (US) LLC as Document Custodian.

From time to time, the Company expects to sell and contribute certain investments to Core Income Funding IV pursuant to a Sale and Contribution Agreement, dated as of the Closing Date, by and between the Company and Core Income Funding IV. No gain or loss will be recognized as a result of the contribution. Proceeds from the SPV Facility IV will be used to finance the origination and acquisition of eligible assets by Core Income Funding IV, including the purchase of such assets from the Company. The Company retains a residual interest in assets contributed to or acquired by Core Income Funding IV through its ownership of Core Income Funding IV. The maximum principal amount of the SPV Facility IV is $500 million; the availability of this amount is subject to an overcollateralization ratio test, which is based on the value of Core Income Funding IV’s assets from time to time, and satisfaction of certain conditions, including an interest coverage ratio test, certain concentration limits and collateral quality tests.

The SPV Facility IV provides for the ability to (1) draw term loans and (2) draw and redraw revolving loans under the SPV Facility IV for a period of up to three years after the Closing Date unless the revolving commitments are terminated or converted to term loans sooner as provided in the SPV Facility IV (the “Commitment Termination Date”). Unless otherwise terminated, the SPV Facility IV will mature on March 16, 2033 (the “Stated Maturity”). Prior to the Stated Maturity, proceeds received by Core Income Funding IV from principal and interest, dividends, or fees on assets must be used to pay fees, expenses and interest on outstanding borrowings, and the excess may be returned to the Company, subject to certain conditions. On the Stated Maturity, Core Income Funding IV must pay in full all outstanding fees and expenses and all principal and interest on outstanding borrowings, and the excess may be returned to the Company.

Amounts drawn bear interest at Term SOFR (or, in the case of certain lenders that are commercial paper conduits, the lower of their cost of funds and Term SOFR plus 0.15%) plus an applicable margin that ranges from 1.70% to 2.30% depending on a ratio of broadly syndicated loans to middle market loans in the collateral. From the Closing Date to the Commitment Termination Date, there is a commitment fee that steps up during the year after the Closing Date from 0.00% to 0.50% per annum on the undrawn amount, if any, of the revolving commitments in the SPV Facility IV. The SPV Facility IV contains customary covenants, including certain financial maintenance covenants, limitations on the activities of Core Income Funding IV, including limitations on incurrence of incremental indebtedness, and customary events of default. The SPV Facility IV is secured by a perfected first priority security interest in the assets of Core Income Funding IV and on any payments received by Core Income Funding IV in respect of those assets. Assets pledged to the Lenders will not be available to pay the debts of the Company.

Owl Rock Core Income Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued

Borrowings of Core Income Funding IV are considered the Company’s borrowings for purposes of complying with the asset coverage requirements under the 1940 Act.

Unsecured Notes

September 2026 Notes

On September 23, 2021, the Company issued $350 million aggregate principal amount of 3.125% notes due 2026 (the “September 2026 Notes”) in a private placement in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and for initial resale to qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A promulgated under the Securities Act. The September 2026 Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration.

The September 2026 Notes were issued pursuant to an Indenture dated as of September 23, 2021 (the “Base Indenture”), between the Company and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as trustee (the “Trustee”), and a First Supplemental Indenture, dated as of September 23, 2021 (the “First Supplemental Indenture” and together with the Base Indenture, the “September 2026 Indenture”), between the Company and the Trustee. The September 2026 Notes will mature on September 23, 2026 and may be redeemed in whole or in part at our option at any time or from time to time at the redemption prices set forth in the September 2026 Indenture. The September 2026 Notes initially bear interest at a rate of 3.125% per year payable semi-annually on March 23 and September 23 of each year, commencing on March 23, 2022. Concurrent with the issuance of the September 2026 Notes, the Company entered into a Registration Rights Agreement (the “September 2026 Registration Rights Agreement”) for the benefit of the purchasers of the September 2026 Notes. Pursuant to the September 2026 Registration Rights Agreement, the Company is obligated to file a registration statement with the SEC with respect to an offer to exchange the September 2026 Notes for a new issue of debt securities registered under the Securities Act with terms substantially identical to those of the September 2026 Notes (except for provisions relating to transfer restrictions and payment of additional interest) and to use its commercially reasonable efforts to consummate such exchange offer on the earliest practicable date after the registration statement has been declared effective but in no event later than 365 days after the initial issuance of the September 2026 Notes. If the Company fails to satisfy its registration obligations under the September 2026 Registration Rights Agreement, it will be required to pay additional interest to the holders of the September 2026 Notes. The Company filed a registration statement with the SEC and, on July 25, 2022, commenced an offer to exchange the September 2026 Notes for newly issuer registered notes with substantially similar terms. See Note 12. “Subsequent Events.”

The September 2026 Notes are the direct, general unsecured obligations and will rank senior in right of payment to all of the future indebtedness or other obligations that are expressly subordinated, or junior, in right of payment to the September 2026 Notes. The September 2026 Notes rank pari passu, or equal, in right of payment with all of the Company’s existing and future indebtedness or other obligations that are not so subordinated, or junior. The September 2026 Notes rank effectively subordinated, or junior, to any of the Company’s future secured indebtedness or other obligations (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness. The September 2026 Notes rank structurally subordinated, or junior, to all existing and future indebtedness and other obligations (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.

The September 2026 Indenture contains certain covenants, including covenants requiring the Company to (i) comply with the asset coverage requirements of the 1940 Act, whether or not it is subject to those requirements, and (ii) provide financial information to the holders of the September 2026 Notes and the Trustee if the Company is no longer subject to the reporting requirements under the Exchange Act. These covenants are subject to important limitations and exceptions that are described in the September 2026 Indenture.

In addition, if a change of control repurchase event, as defined in the September 2026 Indenture, occurs prior to maturity, holders of the September 2026 Notes will have the right, at their option, to require the Company to repurchase for cash some or all of the September 2026 Notes at a repurchase price equal to 100% of the aggregate principal amount of the September 2026 Notes being repurchased, plus accrued and unpaid interest to, but excluding, the repurchase date.

February 2027 Notes

On February 8, 2022, the Company issued $500 million aggregate principal amount of 4.70% notes due 2027 (the “February 2027 Notes”) in a private placement in reliance on Section 4(a)(2) of the Securities Act, and for initial resale to qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A promulgated under the Securities Act. The February 2027 Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration.

Owl Rock Core Income Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued

The February 2027 Notes were issued pursuant to the Base Indenture and a Second Supplemental Indenture, dated as of February 8, 2022 (the “Second Supplemental Indenture” and together with the Base Indenture, the “February 2027 Indenture”), between the Company and the Trustee. The February 2027 Notes will mature on February 8, 2027 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the February 2027 Indenture. The February 2027 Notes initially bear interest at a rate of 4.70% per year payable semi-annually on February 8 and August 8 of each year, commencing on August 8, 2022. Concurrent with the issuance of the February 2027 Notes the Company entered into a Registration Rights Agreement (the “February 2027 Registration Rights Agreement”) for the benefit of the purchasers of the February 2027 Notes. Pursuant to the February 2027 Registration Rights Agreement the Company is obligated to file a registration statement with the SEC with respect to an offer to exchange the February 2027 Notes for a new issue of debt securities registered under the Securities Act with terms substantially identical to those of the February 2027 Notes (except for provisions relating to transfer restrictions and payment of additional interest) and to use its commercially reasonable efforts to consummate such exchange offer on the earliest practicable date after the registration statement has been declared effective but in no event later than 365 days after the initial issuance of the February 2027 Notes. If the Company fails to satisfy its registration obligations under the February 2027 Registration Rights Agreement, the Company will be required to pay additional interest to the holders of the February 2027 Notes. The Company filed a registration statement with the SEC and, on July 25, 2022, commenced an offer to exchange the February 2027 Notes for newly issuer registered notes with substantially similar terms. See Note 12 “Subsequent Events.”

The February 2027 Notes are the Company’s direct, general unsecured obligations and rank senior in right of payment to all of its future indebtedness or other obligations that are expressly subordinated, or junior, in right of payment to the February 2027 Notes. The February 2027 Notes rank pari passu, or equal, in right of payment with all of the Company’s existing and future indebtedness or other obligations that are not so subordinated, or junior to the February 2027 Notes. The February 2027 Notes rank effectively subordinated, or junior, to any of the Company’s future secured indebtedness or other obligations (including unsecured indebtedness that we later secure) to the extent of the value of the assets securing such indebtedness. The February 2027 Notes rank structurally subordinated, or junior, to all existing and future indebtedness and other obligations (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.

The February 2027 Indenture contains certain covenants, including covenants requiring the Company to (i) comply with asset coverage requirements of the 1940 Act, whether or not it is subject to those requirements, and (ii) provide financial information to the holders of the February 2027 Notes and the Trustee if the Company is no longer subject to the reporting requirements under the Exchange Act. These covenants are subject to important limitations and exceptions that are described in the Indenture. In addition, if a change of control repurchase event, as defined in the February 2027 Indenture, occurs prior to maturity, holders of the February 2027 Notes have the right, at their option, to require us to repurchase for cash some or all of the February 2027 Notes at a repurchase price equal to 100% of the aggregate principal amount of the February 2027 Notes being repurchased, plus accrued and unpaid interest to, but excluding, the repurchase date.

March 2025 Notes

On March 29, 2022, the Company issued $500 million aggregate principal amount of its 5.500% notes due 2025 (the “March 2025 Notes”) in a private placement in reliance on Section 4(a)(2) of the Securities Act, and for initial resale by the Initial Purchasers to persons they reasonably believe to be qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A promulgated under the Securities Act. The March 2025 Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration.

The March 2025 Notes were issued pursuant to the Base Indenture and a Third Supplemental Indenture, dated as of March 29, 2022 (the “Third Supplemental Indenture” and together with the Base Indenture, the “March 2025 Indenture”), between the Company and the Trustee. The March 2025 Notes will mature on March 21, 2025 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the March 2025 Indenture. The March 2025 Notes bear interest at a rate of 5.500% per year payable semi-annually on March 21 and September 21 of each year, commencing on September 21, 2022. Concurrent with the issuance of the March 2025 Notes, the Company In connection with the offering, the Company entered into a Registration Rights Agreement, dated as of March 29, 2022 (the “March 2025 Registration Rights Agreement”), for the benefit of the purchasers of the March 2025 Notes. Pursuant to the March 2025 Registration Rights Agreement, the Company is obligated to file with the SEC a registration statement with respect to an offer to exchange the March 2025 Notes for a new issue of debt securities registered under the Securities Act with terms substantially identical to those of the March 2025 Notes (except for provisions relating to transfer restrictions and payment of additional interest) and to use its commercially reasonable efforts to consummate such exchange offer on the earliest practicable date after the registration statement has been declared effective but in no event later than 365 days after the initial issuance of the March 2025 Notes. If the Company fails to satisfy its registration obligations under the March 2025 Registration Rights Agreement, it will be required to pay additional interest to the holders of the March 2025 Notes. The Company filed a registration statement with the SEC and, on July 25, 2022, commenced an offer to exchange the March 2025 Notes for newly issuer registered notes with substantially similar terms. See Note 12. “Subsequent Events.”

Owl Rock Core Income Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued

The March 2025 Notes are the Company’s direct, general unsecured obligations and rank senior in right of payment to all of the Company’s future indebtedness or other obligations that are expressly subordinated, or junior, in right of payment to the March 2025 Notes. The March 2025 Notes rank pari passu, or equal, in right of payment with all of the Company’s existing and future indebtedness or other obligations that are not so subordinated, or junior to the March 2025 Notes. The March 2025 Notes rank effectively subordinated, or junior, to any of the Company’s future secured indebtedness or other obligations (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness. The March 2025 Notes rank structurally subordinated, or junior, to all existing and future indebtedness and other obligations (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.

The March 2025 Indenture contains certain covenants, including covenants requiring the Company to (i) comply with Section 18(a)(1)(A) of the 1940 Act, as modified by Section 61(a) of the 1940 Act, for the period of time during which the March 2025 Notes are outstanding, whether or not it is subject to those requirements, and (ii) provide financial information to the holders of the March 2025 Notes and the Trustee if the Company is no longer subject to the reporting requirements under the Exchange Act. These covenants are subject to important limitations and exceptions that are described in the March 2025 Indenture. In addition, if a change of control repurchase event, as defined in the March 2025 Indenture, occurs prior to maturity, holders of the March 2025 Notes will have the right, at their option, to require the Company to repurchase for cash some or all of the March 2025 Notes at a repurchase price equal to 100% of the aggregate principal amount of the March 2025 Notes being repurchased, plus accrued and unpaid interest to, but excluding, the repurchase date.

Note 7. Commitments and Contingencies

Portfolio Company Commitments

From time to time, the Company may enter into commitments to fund investments. As of June 30, 2022 and December 31, 2021, the Company had the following outstanding commitments to fund investments in current portfolio companies:


Portfolio Company	Investment	June 30, 2022		December 31, 2021
($ in thousands)
ABB/Con-cise Optical Group LLC	First lien senior secured revolving loan	$	480	$	—
ACR Group Borrower, LLC	First lien senior secured revolving loan		25		875
Alera Group, Inc.	First lien senior secured delayed draw term loan		790		47,273
Alera Group, Inc.	First lien senior secured delayed draw term loan		33,654		—
Anaplan, Inc.	First lien senior secured revolving loan		16,528		—
Apex Group Treasury, LLC	Second lien senior secured delayed draw term loan		6,618		6,618
Apex Service Partners, LLC	First lien senior secured delayed draw term loan		49,383		—
Apex Service Partners, LLC	First lien senior secured revolving loan		3,680		—
Appfire Technologies, LLC	First lien senior secured delayed draw term loan		18,367		—
Appfire Technologies, LLC	First lien senior secured revolving loan		1,539		—
Armstrong Bidco Ltd. (dba The Access Group)	First lien senior secured delayed draw term loan		16,836		—
Ascend Buyer, LLC (dba PPC Flexible Packaging)	First lien senior secured revolving loan		4,425		4,255
Associations, Inc.	First lien senior secured revolving loan		4,829		4,829
Associations, Inc.	First lien senior secured delayed draw term loan		65,207		—

Owl Rock Core Income Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued


Portfolio Company	Investment	June 30, 2022		December 31, 2021
Athenahealth Group Inc.	First lien senior secured delayed draw term loan		6,522		—
AxiomSL Group, Inc.	First lien senior secured revolving loan		2,591		2,591
AxiomSL Group, Inc.	First lien senior secured delayed draw term loan		2,145		2,145
Bayshore Intermediate #2, L.P. (dba Boomi)	First lien senior secured revolving loan		1,593		1,593
BCPE Osprey Buyer, Inc. (dba PartsSource)	First lien senior secured delayed draw term loan		31,034		31,034
BCPE Osprey Buyer, Inc. (dba PartsSource)	First lien senior secured revolving loan		4,655		4,655
BCTO BSI Buyer, Inc. (dba Buildertrend)	First lien senior secured revolving loan		36		47
Brightway Holdings, LLC	First lien senior secured revolving loan		2,105		2,105
BW Holding, Inc.	First lien senior secured delayed draw term loan		—		4,184
Canadian Hospital Specialties Ltd	First lien senior secured delayed draw term loan		669		939
Canadian Hospital Specialties Ltd	First lien senior secured revolving loan		154		388
CFS Brands, LLC	First lien senior secured delayed draw term loan		11,344		—
CivicPlus, LLC	First lien senior secured delayed draw term loan		—		4,400
CivicPlus, LLC	First lien senior secured revolving loan		2,244		880
Community Brands ParentCo, LLC	First lien senior secured delayed draw term loan		3,750		—
Community Brands ParentCo, LLC	First lien senior secured revolving loan		1,875		—
CSC MKG Topco LLC. (dba Medical Knowledge Group)	First lien senior secured revolving loan		12,921		—
Denali BuyerCo, LLC (dba Summit Companies)	First lien senior secured delayed draw term loan		24,276		20,519
Denali BuyerCo, LLC (dba Summit Companies)	First lien senior secured revolving loan		7,306		7,407
Dermatology Intermediate Holdings III, Inc	First lien senior secured delayed draw term loan		3,646		—
Diamondback Acquisition, Inc. (dba Sphera)	First lien senior secured delayed draw term loan		9,553		9,553
Dodge Data & Analytics LLC	First lien senior secured revolving loan		—		125
EET Buyer, Inc. (dba e-Emphasys)	First lien senior secured revolving loan		1,955		1,955
Entertainment Benefits Group, LLC	First lien senior secured revolving loan		11,600		—
Evolution BuyerCo, Inc. (dba SIAA)	First lien senior secured delayed draw term loan		10,605		10,605
Evolution BuyerCo, Inc. (dba SIAA)	First lien senior secured revolving loan		676		676
Fortis Solutions Group, LLC	First lien senior secured delayed draw term loan		6,409		19,678
Fortis Solutions Group, LLC	First lien senior secured revolving loan		6,297		6,747
Fullsteam Operations, LLC	First lien senior secured delayed draw term loan		66,257		—
Gaylord Chemical Company, L.L.C.	First lien senior secured revolving loan		791		791
Gaylord Chemical Company, L.L.C.	First lien senior secured revolving loan		3,182		3,182
GI Ranger Intermediate, LLC (dba Rectangle Health)	First lien senior secured delayed draw term loan		—		2,789
GI Ranger Intermediate, LLC (dba Rectangle Health)	First lien senior secured delayed draw term loan		10,000		—
GI Ranger Intermediate, LLC (dba Rectangle Health)	First lien senior secured revolving loan		1,506		1,673
Global Music Rights, LLC	First lien senior secured revolving loan		7,500		7,500
GovBrands Intermediate, Inc.	First lien senior secured delayed draw term loan		870		870
GovBrands Intermediate, Inc.	First lien senior secured revolving loan		881		881
Granicus, Inc.	First lien senior secured revolving loan		161		161
Granicus, Inc.	First lien senior secured delayed draw term loan		136		136
GS Acquisitionco, Inc. (dba insightsoftware)	First lien senior secured delayed draw term loan		2,808		5,081
Guidehouse Inc.	First lien senior secured revolving loan		—		7,018
Hercules Borrower, LLC (dba The Vincit Group)	First lien senior secured revolving loan		85		96

Owl Rock Core Income Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued


Portfolio Company	Investment	June 30, 2022		December 31, 2021
Hercules Borrower, LLC (dba The Vincit Group)	First lien senior secured delayed draw term loan		11,964		20,239
Hissho Sushi Merger Sub LLC	First lien senior secured revolving loan		6,705		—
IMO Investor Holdings, Inc.	First lien senior secured delayed draw term loan		4,963		—
IMO Investor Holdings, Inc.	First lien senior secured revolving loan		2,234		—
IG Investments Holdings, LLC (dba Insight Global)	First lien senior secured revolving loan		2,619		1,806
Indigo Buyer, Inc. (dba Inovar Packaging Group)	First lien senior secured delayed draw term loan		31,750		—
Indigo Buyer, Inc. (dba Inovar Packaging Group)	First lien senior secured revolving loan		10,583		—
Individual Foodservice Holdings, LLC	First lien senior secured delayed draw term loan		33,169		—
Individual Foodservice Holdings, LLC	First lien senior secured delayed draw term loan		—		14,861
Individual Foodservice Holdings, LLC	First lien senior secured delayed draw term loan		—		29
Individual Foodservice Holdings, LLC	First lien senior secured delayed draw term loan		9,822		—
Individual Foodservice Holdings, LLC	First lien senior secured revolving loan		83		80
Inovalon Holdings, Inc.	First lien senior secured delayed draw term loan		8,469		8,469
Intelerad Medical Systems Inc.	First lien senior secured revolving loan		401		401
Interoperability Bidco, Inc. (dba Lyniate)	First lien senior secured revolving loan		3,478		—
Kaseya Inc.	First lien senior secured delayed draw term loan		4,342		—
Kaseya Inc.	First lien senior secured revolving loan		4,342		—
KBP Brands, LLC	First lien senior secured delayed draw term loan		3,416		—
KPSKY Acquisition, Inc. (dba BluSky)	First lien senior secured delayed draw term loan		19,000		—
KPSKY Acquisition, Inc. (dba BluSky)	First lien senior secured delayed draw term loan		525		4,372
KWOR Acquisition, Inc. (dba Alacrity Solutions)	First lien senior secured delayed draw term loan		8,748		—
KWOR Acquisition, Inc. (dba Alacrity Solutions)	First lien senior secured revolving loan		2,954		3,073
Lignetics Investment Corp.	First lien senior secured delayed draw term loan		9,559		9,559
Lignetics Investment Corp.	First lien senior secured revolving loan		956		9,559
Mario Purchaser, LLC (dba Len the Plumber)	First lien senior secured delayed draw term loan		40,190		—
Mario Purchaser, LLC (dba Len the Plumber)	First lien senior secured revolving loan		8,038		—
Medline Borrower, LP	First lien senior secured revolving loan		2,020		2,020
MHE Intermediate Holdings, LLC (dba OnPoint Group)	First lien senior secured delayed draw term loan		28,558		—
MHE Intermediate Holdings, LLC (dba OnPoint Group)	First lien senior secured delayed draw term loan		—		2,264
MHE Intermediate Holdings, LLC (dba OnPoint Group)	First lien senior secured revolving loan		3,571		3,571
Milan Laser Holdings LLC	First lien senior secured revolving loan		1,765		1,765
Ministry Brands Holdings, LLC.	First lien senior secured delayed draw term loan		15,819		15,819
Ministry Brands Holdings, LLC.	First lien senior secured revolving loan		4,746		4,746
Mitnick Corporate Purchaser, Inc.,	First lien senior secured revolving loan		9,375		—
Natural Partners, LLC	First lien senior secured revolving loan		5,063		—
NMI Acquisitionco, Inc. (dba Network Merchants)	First lien senior secured revolving loan		558		558
NMI Acquisitionco, Inc. (dba Network Merchants)	First lien senior secured delayed draw term loan		1,375		1,375
Notorious Topco, LLC (dba Beauty Industry Group)	First lien senior secured delayed draw term loan		8,803		8,803
Notorious Topco, LLC (dba Beauty Industry Group)	First lien senior secured revolving loan		2,993		4,401

Owl Rock Core Income Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued


Portfolio Company	Investment	June 30, 2022		December 31, 2021
OAC Holdings I Corp. (dba Omega Holdings)	First lien senior secured revolving loan		551		—
OB Hospitalist Group, Inc.	First lien senior secured revolving loan		7,140		7,140
Ole Smoky Distillery, LLC	First lien senior secured revolving loan		3,302		—
Patriot Acquisition TopCo S.A.R.L (dba Corza Health, Inc.)	First lien senior secured revolving loan		88		88
Pediatric Associates Holding Company, LLC	First lien senior secured delayed draw term loan		1,776		—
Peter C. Foy & Associated Insurance Services, LLC	First lien senior secured delayed draw term loan		69,643		—
Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services)	First lien senior secured delayed draw term loan		—		3,627
Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services)	First lien senior secured delayed draw term loan		8,000		—
Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services)	First lien senior secured revolving loan		2,570		2,570
Plasma Buyer LLC (dba Pathgroup)	First lien senior secured delayed draw term loan		28,553		—
Plasma Buyer LLC (dba Pathgroup)	First lien senior secured revolving loan		12,237		—
Pluralsight, LLC	First lien senior secured revolving loan		392		392
Pro Mach Group, Inc.	First lien senior secured delayed draw term loan		2,404		—
QAD Inc.	First lien senior secured revolving loan		6,000		6,000
Quva Pharma, Inc.	First lien senior secured revolving loan		218		455
Refresh Parent Holdings, Inc.	First lien senior secured delayed draw term loan		—		11
Refresh Parent Holdings, Inc.	First lien senior secured delayed draw term loan		—		10,667
Refresh Parent Holdings, Inc.	First lien senior secured revolving loan		—		92
Relativity ODA LLC	First lien senior secured revolving loan		435		435
Securonix, Inc.	First lien senior secured revolving loan		5,339		—
Simplisafe Holding Corporation	First lien senior secured delayed draw term loan		16,049		—
Smarsh Inc.	First lien senior secured delayed draw term loan		20,762		—
Smarsh Inc.	First lien senior secured revolving loan		5,190		—
Southern Air & Heat Holdings, LLC	First lien senior secured delayed draw term loan		850		1,052
Southern Air & Heat Holdings, LLC	First lien senior secured revolving loan		203		282
Sovos Compliance, LLC	First lien senior secured delayed draw term loan		—		1,104
SWK BUYER, Inc. (dba Stonewall Kitchen)	First lien senior secured revolving loan		1,953		—
SWK BUYER, Inc. (dba Stonewall Kitchen)	First lien senior secured delayed draw term loan		13,947		—
Tahoe Finco, LLC	First lien senior secured revolving loan		6,279		6,279
Tamarack Intermediate, L.L.C. (dba Verisk 3E)	First lien senior secured revolving loan		5,336		—
TC Holdings, LLC (dba TrialCard)	First lien senior secured revolving loan		7,768		—
Tempo Buyer Corp. (dba Global Claims Services)	First lien senior secured delayed draw term loan		10,317		10,317
Tempo Buyer Corp. (dba Global Claims Services)	First lien senior secured revolving loan		4,952		5,159
The Shade Store, LLC	First lien senior secured revolving loan		3,409		6,818
Thunder Purchaser, Inc. (dba Vector Solutions)	First lien senior secured revolving loan		470		714
Thunder Purchaser, Inc. (dba Vector Solutions)	First lien senior secured delayed draw term loan		2,041		2,041

Owl Rock Core Income Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued


Portfolio Company	Investment	June 30, 2022		December 31, 2021
Troon Golf, L.L.C.	First lien senior secured delayed draw term loan		30,000		—
Troon Golf, L.L.C.	First lien senior secured revolving loan		7,207		7,207
Ultimate Baked Goods Midco, LLC	First lien senior secured revolving loan		800		950
Unified Women’s Healthcare, LP	First lien senior secured delayed draw term loan		5,075		—
Unified Women’s Healthcare, LP	First lien senior secured revolving loan		8,120		—
USRP Holdings, Inc. (dba U.S. Retirement and Benefits Partners)	First lien senior secured revolving loan		1,096		1,078
Velocity HoldCo III Inc. (dba VelocityEHS)	First lien senior secured revolving loan		142		142
When I Work, Inc.	First lien senior secured revolving loan		4,164		4,164
Total Unfunded Portfolio Company Commitments		$	1,100,236	$	422,808

As of June 30, 2022, the Company believed it had adequate financial resources to satisfy the unfunded portfolio company commitments.

Organizational and Offering Costs

The Adviser has incurred organization and offering costs on behalf of the Company in the amount of $2.7 million for the period from April 22, 2020 (Inception) to June 30, 2022, of which $2.7 million has been charged to the Company pursuant to the Investment Advisory Agreement. Under the Investment Advisory Agreement and Administration Agreement, the Adviser is entitled to receive up to 1.5% of gross offering proceeds raised in the Company’s continuous public offering until all organization and offering costs paid by the Adviser have been recovered. The Adviser is responsible for the payment of the Company’s organization and offering expenses to the extent that these expenses exceed 1.5% of the aggregate gross offering proceeds, without recourse against or reimbursement by the Company.

The Adviser has incurred organization and offering costs on behalf of the Company in the amount of $2.7 million for the period from April 22, 2020 (Inception) to December 31, 2021, of which $2.7 million has been charged to the Company pursuant to the Investment Advisory Agreement. See Note 3 “Agreements and Related Party Transactions – Investment Advisory Agreement.”

Other Commitments and Contingencies

From time to time, the Company may become a party to certain legal proceedings incidental to the normal course of its business. As of June 30, 2022, management was not aware of any pending or threatened litigation.

Note 8. Net Assets

Authorized Capital and Share Class Description

In connection with its formation, the Company has the authority to issue the following shares:


Classification	Number of Shares (in thousands)		Par Value
Class S Shares		1,000,000	$	0.01
Class D Shares		1,000,000	$	0.01
Class I Shares		1,000,000	$	0.01

Total		3,000,000

The Company’s Class S shares are subject to upfront selling commissions of up to 3.50% of the offering price. Pursuant to a distribution plan adopted by the Company in compliance with Rules 12b-1 and 17d-3 under the 1940 Act, as if those rules applied to the Company, the Company’s Class S shares are subject to annual ongoing services fees of 0.85% of the current net asset value of such shares, as determined in accordance with FINRA rules.

Owl Rock Core Income Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued

The Company’s Class D shares are subject to upfront selling commissions of up to 1.50% of the offering price. Pursuant to a distribution plan adopted by the Company in compliance with Rules 12b-1 and 17d-3 under the 1940 act, as if those rules applied to the Company, the Company’s Class D shares are subject to annual ongoing services fees of 0.25% of the current net asset value of such shares, as determined in accordance with FINRA rules.

The Company’s Class I shares are not subject to upfront selling commissions. The Company’s Class I shares are not subject to annual ongoing servicing fees.

Share Issuances

On September 30, 2020, the Company issued 100 Class I common shares for $1,000 to the Adviser.

On November 12, 2020, the Company issued 700,000 Class I common shares for $7.0 million to Feeder FIC Equity, an entity affiliated with the Adviser, and met the minimum offering requirement for the Company’s continuous public offering of $2.5 million.

The following table summarizes transactions with respect to shares of the Company’s common stock during the three months ended June 30, 2022 and 2021:


	For the Three Months Ended June 30, 2022
	Class S						Class D						Class I						Total
($ in thousands, except share amounts)	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Shares/gross proceeds from the continuous public offering		45,473,732		$	420,307			7,913,719		$	72,860			80,385,794		$	739,398			133,773,245		$	1,232,565
Shares/gross proceeds from the private placements		—			—			—			—			4,402,193			40,509			4,402,193			40,509
Reinvestment of distributions		684,558			6,264			261,628			2,400			1,167,560			10,708			2,113,746			19,372
Repurchased shares		(946,284	)		(8,365	)		(125,276	)		(1,110	)		(2,073,617	)		(18,414	)		(3,145,177	)		(27,889	)

Total shares/gross proceeds		45,212,006			418,206			8,050,071			74,150			83,881,930			772,201			137,144,007			1,264,557
Sales load		—			(3,423	)		—			(114	)		—			—			—			(3,537	)
Total shares/net proceeds		45,212,006		$	414,783			8,050,071		$	74,036			83,881,930		$	772,201			137,144,007		$	1,261,020


	For the Three Months Ended June 30, 2021
	Class S						Class D						Class I						Total
($ in thousands, except share amounts)	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Shares/gross proceeds from the continuous public offering		2,868,538		$	27,047			3,044,525		$	28,196			12,511,653		$	115,968			18,424,716		$	171,211
Shares/gross proceeds from the private placements		—			—			—			—			—			—			—			—
Reinvestment of distributions		7,543			70			12,344			114			25,832			239			45,719			423
Repurchased shares		—			—			—			—			—			—			—			—

Total shares/gross proceeds		2,876,081			27,117			3,056,869			28,310			12,537,485			116,207			18,470,435			171,634
Sales load		—			(467	)		—			—			—			—			—			(467	)
Total shares/net proceeds		2,876,081		$	26,650			3,056,869		$	28,310			12,537,485		$	116,207			18,470,435		$	171,167

Owl Rock Core Income Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued

The following table summarizes transactions with respect to shares of the Company’s common stock during the six months ended June 30, 2022 and 2021:


	For the Six Months Ended June 30, 2022
	Class S						Class D						Class I						Total
($ in thousands, except share amounts)	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Shares/gross proceeds from the continuous public offering		93,745,587		$	873,325			20,317,574		$	188,594			146,097,662		$	1,351,638			260,160,823		$	2,413,557
Shares/gross proceeds from the private placements		—			—			—			—			8,578,458			79,265			8,578,458			79,265
Reinvestment of distributions		1,074,628			9,894			418,701			3,861			1,799,245			16,593			3,292,574			30,348
Repurchased shares		(1,595,704	)		(14,366	)		(158,129	)		(1,414	)		(3,907,137	)		(35,392	)		(5,660,970	)		(51,172	)

Total shares/gross proceeds		93,224,511			868,853			20,578,146			191,041			152,568,228			1,412,104			266,370,885			2,471,998
Sales load		—			(7,073	)		—			(446	)		—			—			—			(7,519	)
Total shares/net proceeds		93,224,511		$	861,780			20,578,146		$	190,595			152,568,228		$	1,412,104			266,370,885		$	2,464,479


	For the Six Months Ended June 30, 2021
	Class S						Class D						Class I						Total
($ in thousands, except share amounts)	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Shares/gross proceeds from the continuous public offering		2,868,538		$	27,047			3,368,067		$	31,192			14,982,573		$	138,848			21,219,178		$	197,087
Shares/gross proceeds from the private placements		—			—			—			—			—			—			—			—
Reinvestment of distributions		7,543			70			12,344			114			25,832			239			45,719			423
Repurchased shares		—			—			—			—			—			—			—			—

Total shares/gross proceeds		2,876,081			27,117			3,380,411			31,306			15,008,405			139,087			21,264,897			197,510
Sales load		—			(467	)		—			—			—			—			—			(467	)
Total shares/net proceeds		2,876,081		$	26,650			3,380,411		$	31,306			15,008,405		$	139,087			21,264,897		$	197,043

In accordance with the Company’s share pricing policy, the Company will modify its public offering prices to the extent necessary to comply with the requirements of the 1940 Act, including the requirement that it not sell shares at a net offering price below the net asset value per share unless the Company obtains the requisite approval from its shareholders.

Owl Rock Core Income Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued

The changes to the Company’s offering price per share since the commencement of the Company’s initial continuous public offering and associated effective dates of such changes were as follows:


Class S
Effective Date	Net Offering Price (per share)		Maximum Upfront Sales Load (per share)		Maximum Offering Price (per share)
March 1, 2021	$	9.26	$	0.32	$	9.58
April 1, 2021	$	9.26	$	0.32	$	9.58
May 1, 2021	$	9.26	$	0.32	$	9.58
June 1, 2021	$	9.28	$	0.32	$	9.60
July 1, 2021	$	9.30	$	0.33	$	9.63
August 1, 2021	$	9.30	$	0.33	$	9.63
September 1, 2021	$	9.30	$	0.33	$	9.63
October 1, 2021	$	9.31	$	0.33	$	9.64
November 1, 2021	$	9.32	$	0.33	$	9.65
December 1, 2021	$	9.31	$	0.33	$	9.64
January 1, 2022	$	9.33	$	0.33	$	9.66
February 1, 2022	$	9.33	$	0.33	$	9.66
March 1, 2022	$	9.27	$	0.32	$	9.59
April 1, 2022	$	9.24	$	0.32	$	9.56
May 1, 2022	$	9.23	$	0.32	$	9.55
June 1, 2022	$	9.02	$	0.32	$	9.34


Class D
Effective Date	Net Offering Price (per share)		Maximum Upfront Sales Load (per share)		Maximum Offering Price (per share)
March 1, 2021	$	9.26	$	0.14	$	9.40
April 1, 2021	$	9.26	$	0.14	$	9.40
May 1, 2021	$	9.25	$	0.14	$	9.39
June 1, 2021	$	9.27	$	0.14	$	9.41
July 1, 2021	$	9.29	$	0.14	$	9.43
August 1, 2021	$	9.29	$	0.14	$	9.43
September 1, 2021	$	9.29	$	0.14	$	9.43
October 1, 2021	$	9.31	$	0.14	$	9.45
November 1, 2021	$	9.32	$	0.14	$	9.46
December 1, 2021	$	9.31	$	0.14	$	9.45
January 1, 2022	$	9.34	$	0.14	$	9.48
February 1, 2022	$	9.33	$	0.14	$	9.47
March 1, 2022	$	9.27	$	0.14	$	9.41
April 1, 2022	$	9.25	$	0.14	$	9.39
May 1, 2022	$	9.24	$	0.14	$	9.38
June 1, 2022	$	9.04	$	0.14	$	9.18

Owl Rock Core Income Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued


Class I
Effective Date	Net Offering Price (per share)		Maximum Upfront Sales Load (per share)		Maximum Offering Price (per share)
March 1, 2021	$	9.26	$	—	$	9.26
April 1, 2021	$	9.26	$	—	$	9.26
May 1, 2021	$	9.25	$	—	$	9.25
June 1, 2021	$	9.27	$	—	$	9.27
July 1, 2021	$	9.29	$	—	$	9.29
August 1, 2021	$	9.29	$	—	$	9.29
September 1, 2021	$	9.29	$	—	$	9.29
October 1, 2021	$	9.31	$	—	$	9.31
November 1, 2021	$	9.32	$	—	$	9.32
December 1, 2021	$	9.31	$	—	$	9.31
January 1, 2022	$	9.34	$	—	$	9.34
February 1, 2022	$	9.33	$	—	$	9.33
March 1, 2022	$	9.27	$	—	$	9.27
April 1, 2022	$	9.26	$	—	$	9.26
May 1, 2022	$	9.25	$	—	$	9.25
June 1, 2022	$	9.05	$	—	$	9.05

Distributions

The Board authorizes and declares monthly distribution amounts per share of common stock, payable monthly in arrears. The following table presents cash distributions per share that were declared during the six months ended June 30, 2022:


	Class S common stock distributions				Class D common stock distributions				Class I common stock distributions
($ in thousands)	Per Share⁽¹⁾⁽²⁾		Amount		Per Share⁽¹⁾⁽²⁾		Amount		Per Share⁽²⁾		Amount
2022
January 31, 2022	$	0.06	$	3,798	$	0.06	$	1,094	$	0.06	$	6,348
February 28, 2022		0.06		4,593		0.06		1,367		0.06		7,312
March 31, 2022		0.06		5,334		0.06		1,673		0.06		8,860
April 30, 2022		0.06		6,147		0.06		1,767		0.06		10,893
May 31, 2022		0.06		6,896		0.06		2,003		0.06		12,307
June 30, 2022		0.06		7,613		0.06		2,110		0.06		13,541

Total	$	0.36	$	34,381	$	0.36	$	10,014	$	0.36	$	59,261

(1)	Distributions per share are gross of shareholder servicing fees.

(2)	Amounts presented differ slightly to actuals due to rounding.

Owl Rock Core Income Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued

The following table presents cash distributions per share that were declared during the six months ended June 30, 2021:


	Class S common stock distributions				Class D common stock distributions				Class I common stock distributions
($ in thousands)	Per Share⁽¹⁾		Amount		Per Share⁽¹⁾		Amount		Per Share⁽¹⁾		Amount
2021
March 31, 2021	$	—	$	—	$	0.05	$	16	$	0.05	$	194
April 30, 2021		0.05		33		0.05		54		0.05		418
May 31, 2021		0.05		91		0.05		101		0.05		558
June 30, 2021		0.05		129		0.05		168		0.05		839

Total	$	0.15	$	253	$	0.20	$	339	$	0.20	$	2,009

(1)	Distributions per share are gross of shareholder servicing fees.

On February 23, 2021 the Company’s Board declared regular monthly distributions for March 2021 through June 2021. The regular monthly cash distributions, each in the gross amount of $0.05145833 per share, are payable on April 28, 2021, May 28, 2021, June 28, 2021 and July 29, 2021 to shareholders of records as of March 31, 2021, April 30, 2021, May 31, 2021 and June 30, 2021, respectively.

On May 5, 2021, the Company’s Board declared regular monthly distributions for July 2021 through September 2021. The regular monthly cash distributions, each in the gross amount of $0.05145833 per share, are payable on August 27, 2021, September 28, 2021, and October 28, 2021 to shareholders of records as of July 31, 2021, August 31, 2021, and September 30, 2021, respectively.

On February 23, 2022, the Company’s Board declared regular monthly distributions for April 2022 through June 2022. The regular monthly cash distributions, each in the gross amount of $0.05580000, $0.05580000, and $0.05580000 per share, are payable on May 31, 2022, June 30, 2022, and July 29, 2022 to shareholders of records of April 30, 2022, May 31, 2022, and June 30, 2022, respectively.

On May 3, 2022, the Company’s Board declared regular monthly distributions for July 2022 through September 2022. The regular monthly cash distributions, each in the gross amount of $0.05580000, $0.05580000, and $0.05580000 per share, are payable on August 26, 2022, September 29, 2022, and October 31, 2022 to shareholders of records of July 31, 2022, August 31, 2022, and September 30, 2022, respectively.

On May 9, 2022, the Company’s Board declared special monthly distributions for July 2022 through September 2022. The special monthly cash distributions, each in the gross amount of $0.0020750, $0.0020750, and $0.0020750 per share, are payable on August 26, 2022, September 29, 2022, and October 31, 2022 to shareholders of records of July 31, 2022, August 31, 2022, and September 30, 2022, respectively.

The Company has adopted a distribution reinvestment plan pursuant to which shareholders (except for residents of Alabama, Arkansas, Idaho, Kansas, Kentucky, Maine, Maryland, Massachusetts, Nebraska, New Jersey, North Carolina, Oklahoma, Oregon, Vermont and Washington and clients of participating broker-dealers that do not permit automatic enrollment in the distribution reinvestment plan) will have their cash distributions automatically reinvested in additional shares of the Company’s same class of common stock to which the distribution relates unless they elect to receive their distributions in cash. The Company expects to use newly issued shares to implement the distribution reinvestment plan. The Company may fund its cash distributions to shareholders from any source of funds available to the Company, including but not limited to offering proceeds, net investment income from operations, capital gains proceeds from the sale of assets, dividends or other distributions paid to it on account of preferred and common equity investments in portfolio companies and expense support from the Adviser, which is subject to recoupment. In no event, however, will funds be advanced or borrowed for the purpose of distributions, if the amount of such distributions would exceed the Company’s accrued and received revenues for the previous four quarters, less paid and accrued operating expenses with respect to such revenues and costs. Through June 30, 2022, a portion of the Company’s distributions resulted from expense support from the Adviser, and future distributions may result from expense support from the Adviser, each of which is subject to repayment by the Company within three years from the date of payment. The purpose of this arrangement is to avoid distributions being characterized as a return of capital for U.S. federal income tax purposes. Shareholders should understand that any such distribution is not based on the Company’s investment performance, and can only be sustained if the Company achieves positive investment performance in future periods and/or the Adviser continues to provide expense support. Shareholders should also understand that the Company’s future repayments of expense support will reduce the distributions that they would otherwise receive. There can be no assurance that the

Owl Rock Core Income Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued

Company will achieve the performance necessary to sustain these distributions, or be able to pay distributions at all. Sources of distributions, other than net investment income and realized gains on a U.S. GAAP basis, include required adjustments to U.S. GAAP net investment income in the current period to determine taxable income available for distributions. The following tables reflect the sources of cash distributions on a U.S. GAAP basis that the Company has declared on its shares of common stock during the six months ended June 30, 2022 and 2021:


	For the Six Months Ended June 30, 2022
Source of Distribution⁽²⁾	Per Share⁽¹⁾		Amount		Percentage
($ in thousands, except per share amounts)
Net investment income	$	0.36	$	103,656		100.0	%

Total	$	0.36	$	103,656		100.0	%

(1)	Distributions per share are gross of shareholder servicing fees.

(2)	Data in this table is presented on a consolidated basis. Refer to Note 11 “Financial Highlights” for amounts by share class.


	For the Six Months Ended June 30, 2021
Source of Distribution⁽³⁾	Per Share⁽¹⁾		Amount		Percentage
($ in thousands, except per share amounts)
Distributions in excess of net investment income	$	0.19	$	2,595		99.8	%
Net realized gain (loss) on investments⁽²⁾	$	—	$	6		0.2	%

Total	$	0.19	$	2,601		100.0	%

(1)	Distributions per share are gross of shareholder servicing fees.

(2)	The net realized gain (loss) on investments per share for the six months ended June 30, 2021, rounds to less than $0.01 per share.

(3)	Data in this table is presented on a consolidated basis. Refer to Note 11 “Financial Highlights” for amounts by share class.

Share Repurchases

The Board has complete discretion to determine whether the Company will engage in any share repurchase, and if so, the terms of such repurchase. At the discretion of the Board, the Company may use cash on hand, cash available from borrowings, and cash from the sale of its investments as of the end of the applicable period to repurchase shares. The Company has commenced a share repurchase program pursuant to which the Company intends to conduct quarterly repurchase offers to allow its shareholders to tender their shares at a price equal to the net offering price per share for the applicable class of shares on each date of repurchase. All shares purchased by the Company pursuant to the terms of each offer to repurchase will be retired and thereafter will be authorized and unissued shares. The Company intends to limit the number of shares to be repurchased in each quarter to no more than 5.00% of its’ outstanding shares of common stock. Any periodic repurchase offers are subject in part to the Company’s available cash and compliance with the BDC and RIC qualification and diversification rules promulgated under the 1940 Act and the Code, respectively. While the Company intends to continue to conduct quarterly tender offers as described above, the Company is not required to do so and may suspend or terminate the share repurchase program at any time.

Owl Rock Core Income Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued


Offer Date	Class	Tender Offer Expiration	Tender Offer		Purchase Price per Share		Shares Repurchased
August 25, 2021	D	September 30, 2021	$	55	$	9.31		5,933
August 25, 2021	I	September 30, 2021	$	291	$	9.32		31,255
November 26, 2021	S	December 30, 2021	$	150	$	9.33		16,129
November 26, 2021	D	December 30, 2021	$	51	$	9.34		5,394
November 26, 2021	I	December 30, 2021	$	1,213	$	9.34		129,828
February 25, 2022	S	March 31, 2022	$	6,001	$	9.24		649,420
February 25, 2022	D	March 31, 2022	$	304	$	9.25		32,853
February 25, 2022	I	March 31, 2022	$	16,978	$	9.26		1,833,520
May 25, 2022	S	June 30, 2022	$	8,365	$	8.84		946,284
May 25, 2022	D	June 30, 2022	$	1,110	$	8.86		125,276
May 25, 2022	I	June 30, 2022	$	18,414	$	8.88		2,073,617

Note 9. Earnings Per Share

The following tables set forth the computation of basic and diluted earnings per common share for the three and six months ended June 30, 2022 and 2021:


	Three Months Ended June 30,
	2022									2021
($ in thousands, except per share amounts)	Class S common stock			Class D common stock			Class I common stock			Class S common stock		Class D common stock		Class I common stock
Increase (decrease) in net assets resulting from operations	$	(36,762	)	$	(8,956	)	$	(54,008	)	$	344	$	424	$	2,329
Weighted average shares of common stock outstanding—basic and diluted		139,449,179			36,329,375			219,206,555			1,855,501		2,146,434		11,690,142
Earnings (loss) per common share— basic and diluted	$	(0.26	)	$	(0.25	)	$	(0.25	)	$	0.19	$	0.20	$	0.20


	Six Months Ended June 30,
	2022									2021
($ in thousands, except per share amounts)	Class S common stock			Class D common stock			Class I common stock			Class S common stock		Class D common stock		Class I common stock
Increase (decrease) in net assets resulting from operations	$	(30,601	)	$	(6,998	)	$	(42,556	)	$	344	$	433	$	2,295
Weighted average shares of common stock outstanding—basic and diluted		116,093,069			30,964,275			176,900,067			927,751		1,130,104		6,929,568
Earnings (loss) per common share— basic and diluted	$	(0.26	)	$	(0.23	)	$	(0.24	)	$	0.37	$	0.38	$	0.33

Note 10. Income Taxes

The Company has elected to be treated as a RIC under Subchapter M of the Code, and intends to operate in a manner so as to qualify for the tax treatment applicable to RICs. To qualify for tax treatment as a RIC thereafter, the Company must, among other things, distribute to its shareholders in each taxable year generally at least 90% of the Company’s investment company taxable income, as defined by the Code, and net tax-exempt income for that taxable year. To maintain tax treatment as a RIC, the Company, among other things, intends to make the requisite distributions to its shareholders, which generally relieves the Company from corporate-level U.S. federal income taxes.

Owl Rock Core Income Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued

Depending on the level of taxable income earned in a tax year, the Company can be expected to carry forward taxable income (including net capital gains, if any) in excess of current year dividend distributions from the current tax year into the next tax year and pay a nondeductible 4% U.S. federal excise tax on such taxable income, as required. To the extent that the Company determines that its estimated current year annual taxable income will be in excess of estimated current year dividend distributions from such income, the Company will accrue excise tax on estimated excess taxable income.

For the three and six months ended June 30, 2022, the Company did not record an expense for U.S. federal excise tax. For the three and six months ended June 30, 2021, the Company did not record an expense for U.S. federal excise tax.

Note 11. Financial Highlights

The following are the financial highlights for a common share outstanding during the six months ended June 30, 2022 and 2021:


	For the Six Months Ended June 30,
	2022									2021
($ in thousands, except share and per share amounts)	Class S common stock			Class D common stock			Class I common stock			Class S common stock⁽⁷⁾			Class D common stock⁽⁷⁾			Class I common stock
Per share data:
Net asset value, at beginning of period	$	9.33		$	9.33		$	9.34		$	9.26		$	9.26		$	9.44
Results of operations:
Net investment income (loss)⁽¹⁾		0.32			0.35			0.36			0.26			0.29			0.24
Net realized and unrealized gain (loss)⁽²⁾		(0.45	)		(0.46	)		(0.46	)		(0.07	)		(0.06	)		(0.18	)

Net increase (decrease) in net assets resulting from operations	$	(0.13	)	$	(0.11	)	$	(0.10	)	$	0.19		$	0.23		$	0.06

Shareholder distributions:
Distributions from net investment income⁽³⁾		(0.36	)		(0.36	)		(0.36	)		(0.15	)		(0.20	)		(0.20	)
Distributions from realized gains⁽³⁾⁽⁸⁾											—			—			—

Net decrease in net assets from shareholders’ distributions	$	(0.36	)	$	(0.36	)	$	(0.36	)	$	(0.15	)	$	(0.20	)	$	(0.20	)

Total increase (decrease) in net assets		(0.49	)		(0.47	)		(0.46	)		0.04			0.03			(0.14	)
Net asset value, at end of period	$	8.84		$	8.86		$	8.88		$	9.30		$	9.29		$	9.30

Total return⁽⁴⁾		(2.2	)%		(1.6	)%		(1.4	)%		3.9	%		8.4	%		6.8	%
Ratios
Ratio of net expenses to average net assets⁽⁵⁾⁽⁶⁾		6.9	%		6.0	%		6.1	%		4.8	%		3.3	%		3.9	%
Ratio of net investments income to average net assets⁽⁶⁾		7.8	%		8.1	%		8.7	%		5.8	%		5.6	%		5.4	%
Portfolio turnover rate		3.9	%		3.9	%		3.9	%		3.8	%		3.8	%		3.8	%
Supplemental Data
Weighted-average shares outstanding		116,093,069			30,964,275			176,900,067			927,751			1,130,104			6,929,568
Shares outstanding, end of period		153,925,431			39,130,477			242,671,428			2,876,081			3,380,411			16,308,505
Net assets, end of period	$	1,360,549		$	346,803		$	2,154,044		$	26,739		$	31,401		$	151,647

(1)	The per share data was derived using the weighted average shares outstanding during the period.

(2)

The amount shown at this caption is the balancing amount derived from the other figures in the schedule. The amount shown at this caption for a share outstanding throughout the period may not agree with the change in the aggregate gains and losses in portfolio securities for the period because of the timing of sales of the Company’s shares in relation to fluctuating market values for the portfolio.

(3)	The per share data was derived using actual shares outstanding at the date of the relevant transaction.

Owl Rock Core Income Corp.

Notes to Consolidated Financial Statements (Unaudited) - Continued

(4)

Total return is not annualized. An investment in the Company is subject to maximum upfront sales load of 3.5% and 1.5% for Class S and Class D common stock, respectively, of the offering price, which will reduce the amount of capital available for investment. Class I common stock is not subject to upfront sales load. Total return displayed is net of all fees, including all operating expenses such as management fees, incentive fees, general and administrative expenses, organization and amortized offering expenses, and interest expenses. Total return is calculated as the change in net asset value (“NAV”) per share (assuming dividends and distributions, if any, are reinvested in accordance with the Company’s dividend reinvestment plan), if any, divided by the beginning NAV per share (which for the purposes of this calculation is equal to the net offering price in effect at that time).

(5)

Operating expenses may vary in the future based on the amount of capital raised, the Adviser’s election to continue expense support, and other unpredictable variables. For the six months ended June 30, 2022, the total operating expenses to average net assets were 7.6%, 6.7% and 6.7%, for Class S, Class D, and Class I common stock, respectively, prior to management fee waivers, expense support provided by the Adviser, and expense recoupment paid to the Adviser, if any. For the six months ended June 30, 2021, the total operating expenses to average net assets were 9.8%, 8.2% and 10.3%, for Class S, Class D, and Class I common stock, respectively, prior to management fee waivers, expense support provided by the Adviser, and expense recoupment paid to the Adviser, if any. Past performance is not a guarantee of future results.

(6)	The ratio reflects an annualized amount, except in the case of non-recurring expenses (e.g., initial organization expenses) and offering expenses.

(7)	Class S common stock shares were first issued on April 1, 2021. Class D common stock shares were first issued on March 1, 2021.

(8)	The distributions from net realized gain (loss) on investments per share for the six months ended June 30, 2021, rounds to less than $0.01 per share.

Note 12. Subsequent Events

In preparing these financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through the date of issuance. There are no subsequent events to disclose except for the following:

Amendment to SPV Asset Facility II

On July 11, 2022, the parties to SPV Asset Facility II amended certain terms of the facility, including increasing the aggregate commitment of the Lenders under the facility from $1.650 billion to $1.690 billion and added a lender. On August 1, 2022, the parties to the SPV Asset Facility II further amended certain terms of the facility, including increasing the aggregate commitment of the Lenders under the facility from $1.690 billion to $1.800 billion, making various other changes and adding additional lenders.

Declaration of Special Distributions

On July 14, 2022, the Company’s Board of Directors declared special distributions to the Company’s stockholders. These distributions are in addition to those previously declared and announced. These additional distributions, each in the amount of $0.0025000 per share, are payable on August 31, 2022 and September 30, 2022 to shareholders of records of July 31, 2022 and August 31, 2022.

Equity Raise

As of August 11 2022, the Company has issued 164,428,845 shares of its Class S common stock, 41,316,339 shares of its Class D common stock, and 265,035,483 shares of its Class I common stock and has raised total gross proceeds of $1,532.6 million, $382.8 million, and $2,449.8 million, respectively, including seed capital of $1,000 contributed by its Adviser in September 2020 and approximately $25.0 million in gross proceeds raised from Feeder FIC Equity.

Commencement of Exchange Offer

On July 25, 2022, the Company commenced an offer to exchange each of the September 2026 Notes, the February 2027 Notes, and the March 2025 Notes for newly issued registered notes with substantially similar terms.

Amended and Restated Revolving Credit Facility

On August 11, 2022, the Company entered into an Amended and Restated Senior Secured Revolving Credit Agreement (the “A&R Revolver”), which amends and restates the Revolver in its entirety. The parties to the A&R Revolver include the Company, as Borrower, the lenders from time to time parties thereto and Sumitomo Mitsui Banking Corporation as Administrative Agent. The A&R Revolver provides for among other things, (a) an upsize of the aggregate principal amount of the revolving credit commitments under the A&R Revolver from $1.175 billion to $1.550 billion, (b) an upsize of the accordion feature, subject to the satisfaction of various conditions, which could bring total commitments under the A&R Revolver from up to $1.300 billion to up to $2.325 billion, (c) an upsize of the swingline subfacility from $50 million to $200 million, (d) an extension of the revolver availability period from April 2025 to August 2026, (e) an extension of the scheduled maturity date from April 2026 to August 2027, (f) the removal of all maintenance financial covenants other than the minimum shareholders’ equity test and the asset coverage ratio test and (g) a reset of the minimum shareholders’ equity test.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The information contained in this section should be read in conjunction with “ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS”. This discussion contains forward-looking statements, which relate to future events or the future performance or financial condition of Owl Rock Core Income Corp. and involves numerous risks and uncertainties, including, but not limited to, those described in our Form 10-K for the fiscal year ended December 31, 2021 and in “ITEM 1A. RISK FACTORS”. This discussion also should be read in conjunction with the “Cautionary Statement Regarding Forward Looking Statements” set forth on page 3 of this Quarterly Report on Form 10-Q. Actual results could differ materially from those implied or expressed in any forward-looking statements.

Overview

Owl Rock Core Income Corp. (the “Company”, “we”, “us”, or “our”) is an externally managed, non-diversified closed-end management investment company that has elected to be treated as a business development company (“BDC”) under the 1940 Act. Formed as a Maryland corporation on April 22, 2020, we are externally managed by Owl Rock Capital Advisors LLC (the “Adviser”) which is responsible for sourcing potential investments, conducting due diligence on prospective investments, analyzing investment opportunities, structuring investments and monitoring our portfolio on an ongoing basis. The Adviser is registered as an investment adviser with the Securities and Exchange Commission (“SEC”). We have elected to be treated as a RIC under Subchapter M of the Code, and we intend to operate in a manner so as to qualify for the tax treatment applicable to RICs. On October 23, 2020, we formed a wholly-owned subsidiary, OR Lending IC LLC, a Delaware limited liability company, which holds a California finance lenders license. OR Lending IC LLC makes loans to borrowers headquartered in California. From time to time we may form wholly-owned subsidiaries to facilitate the normal course of business.

We are managed by our Adviser. Our Adviser is an indirect subsidiary of Blue Owl Capital Inc. (“Blue Owl”) (NYSE: OWL) and part of Owl Rock, a division of Blue Owl focused on direct lending. Our Adviser is registered with the U.S. Securities and Exchange Commission (the “SEC”) as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). Subject to the overall supervision of our Board, our Adviser manages the day-to-day operations of, and provides investment advisory and management services, to us. The Adviser or its affiliates may engage in certain organizational activities and receive attendant arrangement, structuring or similar fees. Our Adviser is responsible for managing our business and activities, including sourcing investment opportunities, conducting research, performing diligence on potential investments, structuring our investments, and monitoring our portfolio companies on an ongoing basis through a team of management professionals.

We have received an exemptive order that permits us to offer multiple classes of shares of common stock and to impose asset-based servicing and distribution fees and early withdrawal fees. On September 30, 2020, the Advisor purchased 100 shares of our Class I common stock at $10.00 per share, which represents the initial public offering price. The Adviser will not tender these shares for repurchase as long as the Adviser remains the investment adviser of the Company. There is no current intention for the Adviser to discontinue its role. On October 15, 2020, we received a subscription agreement, totaling $25.0 million for the purchase of Class I common shares of our common stock from Owl Rock Feeder FIC ORCIC Equity LLC (“Feeder FIC Equity”), an entity affiliated with the Adviser. On November 12, 2020, we commenced our initial public offering pursuant to which we offered, on a continuous basis, $2,500,000,000 in any combination of amount of shares of Class S, Class D and Class I common stock. On November 12, 2020, we sold 700,000 shares pursuant to the subscription agreement with Feeder FIC Equity and met the minimum offering requirement for our continuous public offering of $2.5 million. The purchase price of these shares sold in the private placement was $10.00 per share. As of March 31, 2021, we had called all of the $25.0 million commitment from Feeder FIC Equity. On February 14, 2022, we commenced our follow-on offering, on a continuous basis, of up to $7,500,000,000 in any combination of amount of shares of Class S, Class D and Class I common stock. The share classes have different upfront selling commissions and ongoing servicing fees. Each class of common stock will be offered through Blue Owl Securities LLC (d/b/a Blue Owl Securities) (the “Dealer Manager”). The Dealer Manager is entitled to receive upfront selling commissions of up to 3.50% of the offering price of each Class S share sold in the offering and 1.50% of the offering price of each Class D share sold. Class I shares are not subject to upfront selling commissions. Any upfront selling commissions for the Class S shares and Class D shares sold in the offering will be deducted from the purchase price. Class S, Class D and Class I shares were offered at initial purchase prices per shares of $10.35, $10.15 and $10.00, respectively. Currently, the purchase price per share for each class of common stock varies, but will not be sold at a price below our net asset value per share of such class, as determined in accordance with our share pricing policy, plus applicable upfront selling commissions. We also engage in private placements of our common stock.

Since meeting the minimum offering requirement and commencing our continuous public offering through June 30, 2022, we have issued 154,260,988 shares of Class S common stock, 38,744,127 shares of Class D common stock, and 244,521,750 shares of Class I common stock for gross proceeds of $1,441.8 million, $360.0 million, and $2,267.7 million, respectively, including $1,000 of seed capital contributed by our Adviser in September 2020, approximately $25.0 million in gross proceeds raised in the private placement from Feeder FIC Equity, and 8,578,458 shares of our Class I common stock issued in a private placement issued to feeder vehicles primarily created to hold our Class I shares for gross proceeds of approximately $79.3 million. The shares purchased by the Adviser and Feeder FIC Equity are subject to a lock-up pursuant to FINRA Rule 5110(e)(1) for a period of 180 days from the date of commencement of sales in the offering, and the Adviser, Feeder FIC Equity, and their permitted assignees may not engage in any transaction that would result in the effective economic disposition of the Class I shares.

Our Adviser also serves as investment adviser to Owl Rock Capital Corporation and Owl Rock Capital Corporation II.

Blue Owl consists of three divisions: (1) Owl Rock, which focuses on direct lending, (2) Dyal, which focuses on providing capital to institutional alternative asset managers and (3) Oak Street, which focuses on real estate strategies. Owl Rock is comprised of the Adviser, Owl Rock Technology Advisors LLC (“ORTA”), Owl Rock Capital Private Fund Advisors LLC (“ORPFA”), Owl Rock Technology Advisors II LLC (“ORTA II”), and Owl Rock Diversified Advisors LLC (“ORDA”) and includes Wellfleet. As of June 30, 2022, the Adviser and its affiliates had $56.8 billion of assets under management across the Owl Rock division of Blue Owl. The Adviser, ORTA, ORPFA, ORTA II, and ORDA, the “Owl Rock Advisers” are investment advisers.

The management of our investment portfolio is the responsibility of the Adviser and the Investment Committee. We consider these individuals to be our portfolio managers. The Investment Team, is led by Douglas I. Ostrover, Marc S. Lipschultz and Craig W. Packer and is supported by certain members of the Adviser’s senior executive team and the Investment Committee. The Investment Team, under the Investment Committee’s supervision, sources investment opportunities, conducts research, performs due diligence on potential investments, structures our investments and will monitor our portfolio companies on an ongoing basis. The Investment Committee is comprised of Douglas I. Ostrover, Marc S. Lipschultz, Craig W. Packer, Alexis Maged, and Jeff Walwyn. The Investment Committee meets regularly to consider our investments, direct our strategic initiatives and supervise the actions taken by the Adviser on our behalf. In addition, the Investment Committee reviews and determines whether to make prospective investments (including approving parameters or guidelines pursuant to which investments in broadly syndicated loans may be bought and sold), structures financings and monitors the performance of the investment portfolio. Each investment opportunity requires the approval of a majority of the Investment Committee. Follow-on investments in existing portfolio companies may require the Investment Committee’s approval beyond that obtained when the initial investment in the portfolio company was made. In addition, temporary investments, such as those in cash equivalents, U.S. government securities and other high quality debt investments that mature in one year or less, may require approval by the Investment Committee. The compensation packages of certain Investment Committee members from the Adviser include various combinations of discretionary bonuses and variable incentive compensation based primarily on performance for services provided and may include shares of Blue Owl.

In addition, we and the Adviser have entered into a dealer manager agreement with Blue Owl Securities and certain participating broker dealers to solicit capital.

We may be prohibited under the 1940 Act from participating in certain transactions with our affiliates without the prior approval of our directors who are not interested persons and, in some cases, the prior approval of the SEC. We rely on an order for exemptive relief (the “Order”) that has been granted to our Adviser and its affiliates by the SEC to permit us to co-invest with other funds managed by our Adviser or certain affiliate in a manner consistent with our investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors. Pursuant to the Order, we generally are permitted to co-invest with certain of our affiliates if a “required majority” (as defined in Section 57(o) of the 1940 Act) of our independent directors make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the transactions, including the consideration to be paid, are reasonable and fair to us and our shareholders and do not involve overreaching by us or our shareholders on the part of any person concerned, (2) the transaction is consistent with the interests of our shareholders and is consistent with our investment objective and strategies, (3) the investment by our affiliates would not disadvantage us, and our participation would not be on a basis different from or less advantageous than that on which our affiliates are investing, and (4) the proposed investment by us would not benefit our Adviser or its affiliates or any affiliated person of any of them (other than the parties to the transaction), except to the extent permitted by the exemptive relief and applicable law, including the limitations set forth in Section 57(k) of the 1940 Act. In addition, pursuant to an exemptive order issued by the SEC on April 8, 2020 and applicable to all BDCs through December 31, 2020 (the “Temporary Relief), we were permitted, subject to the satisfaction of certain conditions, to co-invest in reliance on the Order

in our existing portfolio companies with certain affiliates that are private funds if such private funds did not have an investment in such existing portfolio company. Without the Temporary Relief, such private funds would not be able to participate in such co-investments with us unless the private funds had previously acquired securities of the portfolio company in a co-investment transaction with us completed in reliance on the Order. Although the Temporary Relief expired on December 31, 2020, the SEC’s Division of Investment Management had indicated that until March 31, 2022, it would not recommend enforcement action, to the extent that any BDC with an existing co-investment order continues to engage in certain transactions described in the Temporary Relief, pursuant to the same terms and conditions described therein. The Temporary Relief is no longer effective; however, we have filed an application to amend our existing Order to permit us to continue to co-invest in our existing portfolio companies with certain affiliates that are private funds if such private funds did not have an investment in such existing portfolio company. We have received a notice with respect to our amended exemptive order; however, there can be no assurance if and when we will receive the amended exemptive order. The Owl Rock Advisers` investment allocation policy seeks to ensure equitable allocation of investment opportunities between us and/or other funds managed by our Adviser or its affiliates. As a result of the Order, there could be significant overlap in our investment portfolio and the investment portfolio of other funds managed by the Adviser or its affiliates that could avail themselves of exemptive relief and that have an investment objective similar to ours.

We have elected to be regulated as a BDC under the 1940 Act and intend to elect to be taxed as a regulated investment company (“RIC”) for tax purposes under the Code. As a result, we are required to comply with various statutory and regulatory requirements, such as:

•

the requirement to invest at least 70% of our assets in “qualifying assets”, as such term is defined in the 1940 Act;

•

source of income limitations;

•

asset diversification requirements; and

•

the requirement to distribute (or be treated as distributing) in each taxable year at least 90% of our investment company taxable income and tax-exempt interest for that taxable year.

COVID-19 and Economic Developments

In March 2020, the outbreak of COVID -19 was recognized as a pandemic by the World Health Organization. We have and continue to assess the impact of COVID-19 on our portfolio companies and our operations . We cannot predict the full impact of the COVID-19 pandemic, including its duration in the United States and worldwide, the effectiveness of governmental responses designed to mitigate strain to businesses and the economy and the magnitude of the economic impact of the outbreak. The COVID-19 pandemic and preventative measures taken to contain or mitigate its spread have caused, and may in the future cause, business shutdowns and cancellations of events and travel. In addition, while economic activity has improved from the beginning of the COVID-19 pandemic, we continue to observe supply chain interruptions, labor difficulties, commodity inflation , rising interest rates, economic sanctions as a result of the ongoing conflict between Russia and Ukraine and elements of geopolitical, economic and financial market instability both globally and in the United States. In the event that the U.S. economy enters into a protracted recession, it is possible that the results of some of the middle-market companies similar to those in which we invest could experience deterioration. While we are not seeing signs of an overall, broad deterioration in our portfolio company results at this time, there can be no assurance that the performance of certain of our portfolio companies will not be negatively impacted by economic conditions, which could have a negative impact on our future results.

The Adviser has implemented a policy that encourages a return to in-office work but allows for flexibility to work from home based on current conditions and we have built out our portfolio management team to include workout experts and continue to closely monitor our portfolio companies; however, we are unable to predict the duration of any business and supply-chain disruptions or labor difficulties, whether COVID-19 or economic conditions will negatively affect our portfolio companies’ operating results or the impact that such disruptions may have on our results of operations and financial condition.

Our Investment Framework

We are a Maryland corporation organized primarily to originate and make loans to, and make debt and equity investments in, U.S. middle market companies. Our investment objective is to generate current income, and to a lesser extent, capital appreciation by targeting investment opportunities with favorable risk-adjusted returns. Since our Adviser and its affiliates began investment activities in April 2016 through June 30, 2022, our Adviser and its affiliates have originated $63.7 billion aggregate principal amount of investments, of which $60.1 billion aggregate principal amount of investments prior to any subsequent exits or repayments, was retained by either us or a corporation or fund advised by our Adviser or its affiliates. We seek to generate current income primarily in

U.S. upper middle market companies through direct originations of senior secured loans or originations of unsecured loans, subordinated loans or mezzanine loans, broadly syndicated loans and, to a lesser extent, investments in equity-related securities including warrants, preferred stock and similar forms of senior equity. Our equity investments are typically not control-oriented investments and we may structure such equity investments to include provisions protecting our rights as a minority-interest holder.

We define “middle market companies” generally to mean companies with earnings before interest expense, income tax expense, depreciation and amortization, or “EBITDA,” between $10 million and $250 million annually and/or annual revenue of $50 million to $2.5 billion at the time of investment, although we may on occasion invest in smaller or larger companies if an opportunity presents itself.

We expect that generally our portfolio composition will be majority debt or income producing securities, which may include “covenant-lite” loans (as defined below), with a lesser allocation to equity or equity-linked opportunities, including publicly traded debt instruments, which we may hold directly or through special purposes vehicles. These investments may include high-yield bonds, which are often referred to as “junk bonds”, and broadly syndicated loans. In addition, we may invest a portion of our portfolio in opportunistic investments and broadly syndicated loans, which will not be our primary focus, but will be intended to enhance returns to our shareholders and from time to time, we may evaluate and enter into strategic portfolio transactions which may result in additional portfolio companies which we are considered to control. These investments may include high-yield bonds and broadly-syndicated loans, including publicly traded debt instruments, which are typically originated and structured by banks on behalf of large corporate borrowers with employee counts, revenues, EBITDAs and enterprise values larger than the middle-market characteristics described above. Our portfolio composition may fluctuate from time to time based on market conditions and interest rates. We generally intend to investment in companies with low loan to value ratios, which we consider to be 50% or lower.

Covenants are contractual restrictions that lenders place on companies to limit the corporate actions a company may pursue. Generally, the loans in which we expect to invest will have financial maintenance covenants, which are used to proactively address materially adverse changes in a portfolio company’s financial performance. However, to a lesser extent, we may invest in “covenant- lite” loans. We use the term “covenant-lite” to refer generally to loans that do not have a complete set of financial maintenance covenants. Generally, “covenant-lite” loans provide borrower companies more freedom to negatively impact lenders because their covenants are incurrence-based, which means they are only tested and can only be breached following an affirmative action of the borrower, rather than by a deterioration in the borrower’s financial condition. Accordingly, to the extent we invest in “covenant-lite” loans, we may have fewer rights against a borrower and may have a greater risk of loss on such investments as compared to investments in or exposure to loans with financial maintenance covenants.

We target portfolio companies where we can structure larger transactions that comprise 1-2% of our portfolio (with no individual portfolio company generally expected to comprise greater than 5% of our portfolio). As of June 30, 2022, our average investment size in each of our portfolio companies was approximately $45.7 million based on fair value. As of June 30, 2022, excluding certain investments that fall outside our typical borrower profile, our portfolio companies representing 85.3% of our total debt portfolio based on fair value, had weighted average annual revenue of $798.4 million, weighted average annual EBITDA of $196.2 million and an average interest coverage of 3.3x.

The companies in which we invest use our capital primarily to support their growth, acquisitions, market or product expansion, refinancings and/or recapitalizations. The debt in which we invest typically is not rated by any rating agency, but if these instruments were rated, they would likely receive a rating of below investment grade (that is, below BBB- or Baa3), which is often referred to as “junk”.

A majority of our new investments are indexed to SOFR; however, we have material contracts that are indexed to USD-LIBOR and are monitoring this activity, evaluating the related risks and our exposure, and adding alternative language to contracts, where necessary. Certain contracts have an orderly market transition already in process. However, it is not possible to predict the effect of any of these developments, and any future initiatives to regulate, reform or change the manner of administration of LIBOR could result in adverse consequences to the rate of interest payable and receivable on, market value of and market liquidity for LIBOR-based financial instruments.

Key Components of Our Results of Operations

Investments

We focus primarily on the direct origination of loans to middle market companies domiciled in the United States.

Our level of investment activity (both the number of investments and the size of each investment) can and will vary substantially from period to period depending on many factors, including the amount of debt and equity capital available to middle market companies, the level of merger and acquisition activity for such companies, the general economic environment and the competitive environment for the types of investments we make.

In addition, as part of our risk strategy on investments, we may reduce the levels of certain investments through partial sales or syndication to additional lenders.

Revenues

Our investment portfolio consists of floating rate loans, and our credit facility bears interest at a floating rate. Macro trends in base interest rates like London Interbank Offered Rate (“LIBOR”) the Secured Overnight Financing Rate (“SOFR”) and any other alternative reference rates may affect our net investment income over the long term. However, because we generally originate loans to a small number of portfolio companies each quarter, and those investments vary in size, our results in any given period, including the interest rate on investments that were sold or repaid in a period compared to the interest rate of new investments made during that period, often are idiosyncratic, and reflect the characteristics of the particular portfolio companies that we invested in or exited during the period and not necessarily any trends in our business or macro trends.

Loan origination fees, original issue discount and market discount or premium are capitalized, and we accrete or amortize such amounts under U.S. generally accepted accounting principles (“U.S. GAAP”) as interest income using the effective yield method for term instruments and the straight-line method for revolving or delayed draw instruments. Repayments of our debt investments can reduce interest income from period to period. The frequency or volume of these repayments may fluctuate significantly. We record prepayment premiums on loans as interest income. We may also generate revenue in the form of commitment, loan origination, structuring, or due diligence fees, fees for providing managerial assistance to our portfolio companies and possibly consulting fees.

Dividend income on equity investments is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly traded companies.

Our portfolio activity also reflects the proceeds from sales of investments. We recognize realized gains or losses on investments based on the difference between the net proceeds from the disposition and the amortized cost basis of the investment without regard to unrealized gains or losses previously recognized. We record current period changes in fair value of investments that are measured at fair value as a component of the net change in unrealized gains (losses) on investments in the Consolidated Statements of Operations.

Expenses

Our primary operating expenses include the payment of the management fee, performance based incentive fee, expenses reimbursable under the Administration Agreement and Investment Advisory Agreement, legal and professional fees, interest and other debt expenses and other operating expenses. The management fee and performance based incentive fee compensate our Adviser for work in identifying, evaluating, negotiating, closing, monitoring and realizing our investments.

Except as specifically provided below, all investment professionals and staff of the Adviser, when and to the extent engaged in providing investment advisory and management services to us, and the base compensation, bonus and benefits, and the routine overhead expenses, of such personnel allocable to such services, are provided and paid for by the Adviser. We bear our allocable portion of the compensation paid by the Adviser (or its affiliates) to our Chief Compliance Officer and Chief Financial Officer and their respective staffs (based on a percentage of time such individuals devote, on an estimated basis, to our business affairs). We bear all other costs and expenses of our operations, administration and transactions, including, but not limited to (i) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Investment Advisory Agreement; (ii) our allocable portion of overhead and other expenses incurred by the Adviser in performing its administrative obligations under the Administration Agreement; and (iii) all other expenses of our operations and transactions including, without limitation, those relating to:

•

expenses deemed to be “organization and offering expenses” for purposes of Conduct Rule 2310(a)(12) of Financial Industry Regulatory Authority (exclusive of commissions, the dealer manager fee, any discounts and other similar expenses paid by investors at the time of sale of our stock);

•

the cost of corporate and organizational expenses relating to offerings of shares of our common stock;

•

the cost of calculating our net asset value, including the cost of any third-party valuation services;

•

the cost of effecting any sales and repurchases of our common stock and other securities;

•

fees and expenses payable under any dealer manager agreements, if any;

•

debt service and other costs of borrowings or other financing arrangements;

•

costs of hedging;

•

expenses, including travel expense, incurred by the Adviser, or members of the investment team, or payable to third parties, performing due diligence on prospective portfolio companies and, if necessary, enforcing our rights;

•

escrow agent, transfer agent and custodial fees and expenses;

•

fees and expenses associated with marketing efforts;

•

federal and state registration fees, any stock exchange listing fees and fees payable to rating agencies;

•

federal, state and local taxes;

•

independent directors’ fees and expenses, including certain travel expenses;

•

costs of preparing financial statements and maintaining books and records and filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, including registration fees, listing fees and licenses, and the compensation of professionals responsible for the preparation of the foregoing;

•

the costs of any reports, proxy statements or other notices to our shareholders (including printing and mailing costs);

•

the costs of any shareholder or director meetings and the compensation of personnel responsible for the preparation of the foregoing and related matters;

•

commissions and other compensation payable to brokers or dealers;

•

research and market data;

•

fidelity bond, directors’ and officers’ errors and omissions liability insurance and other insurance premiums;

•

direct costs and expenses of administration, including printing, mailing, long distance telephone and staff;

•

fees and expenses associated with independent audits, outside legal and consulting costs;

•

costs of winding up;

•

costs incurred in connection with the formation or maintenance of entities or vehicles to hold our assets for tax or other purposes;

•

extraordinary expenses (such as litigation or indemnification); and

•

costs associated with reporting and compliance obligations under the 1940 Act and applicable federal and state securities laws.

We expect, but cannot assure, that our general and administrative expenses will increase in dollar terms during periods of asset growth, but will decline as a percentage of total assets during such periods.

Expense Support and Conditional Reimbursement Agreement

We have entered into an Expense Support and Conditional Reimbursement Agreement (the “Expense Support Agreement”) with the Adviser, the purpose of which is to ensure that no portion of our distributions to shareholders will represent a return of capital for tax purposes. The Expense Support Agreement became effective as of November 12, 2020, the date that the Company met the minimum offering requirement.

On a quarterly basis, the Adviser shall reimburse us for “Operating Expenses” (as defined below) in an amount equal to the excess of our cumulative distributions paid to our shareholders in each quarter over “Available Operating Funds” (as defined below) received by us on account of our investment portfolio during such quarter. Any payments required to be made by the Adviser pursuant to the preceding sentence are referred to herein as an “Expense Payment”.

Pursuant to the Expense Support Agreement, “Operating Expenses” means all of our operating costs and expenses incurred, as determined in accordance with generally accepted accounting principles for investment companies. “Available Operating Funds” means the sum of (i) our estimated investment company taxable income (including realized net short-term capital gains reduced by realized net long-term capital losses), (ii) our realized net capital gains (including the excess of realized net long-term capital gains over realized net short-term capital losses) and (iii) dividends and other distributions paid to us on account of preferred and common equity investments in portfolio companies, if any (to the extent such amounts listed in clause (iii) are not included under clauses (i) and (ii) above).

The Adviser’s obligation to make an Expense Payment shall automatically become a liability of the Adviser and the right to such Expense Payment will be an asset of ours on the last business day of the applicable quarter. The Expense Payment for any quarter will be paid by the Adviser to us in any combination of cash or other immediately available funds, and/or offset against amounts due from us to the Adviser no later than the earlier of (i) the date on which we close our books for such quarter, or (ii) forty-five days after the end of such quarter.

Following any quarter in which Available Operating Funds exceed the cumulative distributions paid by us in respect of such quarter (the amount of such excess being hereinafter referred to as “Excess Operating Funds”), we will pay such Excess Operating Funds, or a portion thereof, in accordance with the stipulations below, as applicable, to the Adviser, until such time as all Expense Payments made by the Adviser to us within three years prior to the last business day of such quarter have been reimbursed. Any payments required to be made by us are referred to as a “Reimbursement Payment”.

The amount of the Reimbursement Payment for any quarter shall equal the lesser of (i) the Excess Operating Funds in respect of such quarter and (ii) the aggregate amount of all Expense Payments made by the Adviser to us within three years prior to the last business day of such quarter that have not been previously reimbursed by us to the Adviser. The payment will be reduced to the extent that such Reimbursement Payments, together with all other Reimbursement Payments paid during the fiscal year, would cause Other Operating Expenses defined as our total Operating Expenses, excluding base management fees, incentive fees, organization and offering expenses, distribution and shareholder servicing fees, financing fees and costs, interest expense, brokerage commissions and extraordinary expenses on an annualized basis and net of any Expense Payments received by us during the fiscal year to exceed the lesser of: (i) 1.75% of our average net assets attributable to the shares of our common stock for the fiscal year-to-date period after taking such Expense Payments into account; and (ii) the percentage of our average net assets attributable to shares of our common stock represented by Other Operating Expenses during the fiscal year in which such Expense Payment was made (provided, however, that this clause (ii) shall not apply to any Reimbursement Payment which relates to an Expense Payment made during the same fiscal year).

No Reimbursement Payment for any quarter will be made if: (1) the “Effective Rate of Distributions Per Share” (as defined below) declared by us at the time of such Reimbursement Payment is less than the Effective Rate of Distributions Per Share at the time the Expense Payment was made to which such Reimbursement Payment relates, or (2) our “Operating Expense Ratio” (as defined below) at the time of such Reimbursement Payment is greater than the Operating Expense Ratio at the time the Expense Payment was made to which such Reimbursement Payment relates. Pursuant to the Expense Support Agreement, “Effective Rate of Distributions Per Share” means the annualized rate (based on a 365 day year) of regular cash distributions per share exclusive of returns of capital, distribution rate reductions due to distribution and shareholder fees, and declared special dividends or special distributions, if any. The “Operating Expense Ratio” is calculated by dividing Operating Expenses, less organizational and offering expenses, base management and incentive fees owed to Adviser, and interest expense, by our net assets.

The specific amount of expenses reimbursed by the Adviser, if any, will be determined at the end of each quarter. We or the Adviser will be able to terminate the Expense Support Agreement at any time, with or without notice. The Expense Support Agreement will automatically terminate in the event of (a) the termination of the Investment Advisory Agreement, or (b) a determination by our Board to dissolve or liquidate the Company. Upon termination of the Expense Support Agreement, we will be required to fund any Expense Payments that have not been reimbursed by us to the Adviser. As of June 30, 2022, the amount of Expense Support payments provided by our Adviser since inception is $9.4 million.

Fee Waivers

On February 23, 2021, the Adviser agreed to waive 100% of the base management fee for the quarter ended March 31, 2021. Any portion of the base management fee waived will not be subject to recoupment.

Reimbursement of Administrative Services

We will reimburse our Adviser for the administrative expenses necessary for its performance of services to us. However, such reimbursement will be made at an amount equal to the lower of our Adviser’s actual costs or the amount that we would be required to pay for comparable administrative services in the same geographic location. Also, such costs will be reasonably allocated to us on the basis of assets, revenues, time records or other reasonable methods. We will not reimburse our Adviser for any services for which it receives a separate fee, for example rent, depreciation, utilities, capital equipment or other administrative items allocated to a controlling person of our Adviser.

Leverage

The amount of leverage we use in any period depends on a variety of factors, including cash available for investing, the cost of financing and general economic and market conditions. On September 30, 2020, we received shareholder approval that allowed us to reduce our asset coverage ratio to 150% effective October 1, 2020. and in connection with their subscription agreements, our investors are required to acknowledge our ability to operate with an asset coverage ratio that may be as low as 150%. As a result, we generally will be permitted, under specified conditions, to issue multiple classes of indebtedness and one class of stock senior to the common stock if our asset coverage, as defined in the 1940 Act, would at least be equal to 150% immediately after each such issuance. This reduced asset coverage ratio permits us to double the amount of leverage we can incur. For example, under a 150% asset coverage ratio we may borrow $2 for investment purposes of every $1 of investor equity whereas under a 200% asset coverage ratio we may only borrow $1 for investment purposes for every $1 of investor equity.

In any period, our interest expense will depend largely on the extent of our borrowing and we expect interest expense will increase as we increase our leverage over time subject to the limits of the 1940 Act. In addition, we may dedicate assets to financing facilities.

Market Trends

We believe the middle-market lending environment provides opportunities for us to meet our goal of making investments that generate attractive risk-adjusted returns based on a combination of the following factors,

Limited Availability of Capital for Middle-Market Companies. We believe that regulatory and structural changes in the market have reduced the amount of capital available to U.S. middle-market companies. In particular, we believe there are currently fewer providers of capital to middle market companies. We believe that many commercial and investment banks have, in recent years, de- emphasized their service and product offerings to middle-market businesses in favor of lending to large corporate clients and managing capital markets transactions. In addition, these lenders may be constrained in their ability to underwrite and hold bank loans and high yield securities for middle-market issuers as they seek to meet existing and future regulatory capital requirements. We also believe that there are a lack of market participants that are willing to hold meaningful amounts of certain middle-market loans. As a result, we believe our ability to minimize syndication risk for a company seeking financing by being able to hold its loans without having to syndicate them, coupled with reduced capacity of traditional lenders to serve the middle-market, present an attractive opportunity to invest in middle-market companies.

Capital Markets Have Been Unable to Fill the Void in U.S. Middle Market Finance Left by Banks. While underwritten bond and syndicated loan markets have been robust in recent years, middle market companies are less able to access these markets for reasons including the following:

High Yield Market – Middle market companies generally do not issue debt in amounts large enough to be attractively sized bonds. High yield bonds are generally purchased by institutional investors who, among other things, are focused on the liquidity characteristics of the bond being issued. For example, mutual funds and exchange traded funds (“ETFs”) are significant buyers of underwritten bonds. However, mutual funds and ETFs generally require the ability to liquidate their investments quickly in order to fund investor redemptions and/or comply with regulatory requirements. Accordingly, the existence of an active secondary market for bonds is an important consideration in these entities’ initial investment decision. Because there typically is little or no active secondary market for the debt of U.S. middle market companies, mutual funds and ETFs generally do not provide debt capital to U.S. middle market companies. We believe this is likely to be a persistent problem and creates an advantage for those like us who have a more stable capital base and have the ability to invest in illiquid assets.

Syndicated Loan Market – While the syndicated loan market demand is modestly more accommodating to middle market issuers, as with bonds, loan issue size and liquidity are key drivers of institutional and, correspondingly, underwriters’ willingness to underwrite the loans. Loans arranged through a bank are done either on a “best efforts” basis or are underwritten with terms plus provisions that permit the underwriters to change certain terms, including pricing, structure, yield and tenor, otherwise known as “flex”, to successfully syndicate the loan, in the event the terms initially marketed are insufficiently attractive to investors. Furthermore, banks are generally reluctant to underwrite middle market loans because the arrangement fees they may earn on the placement of the debt generally are not sufficient to meet the banks’ return hurdles. Loans provided by companies such as ours provide certainty to issuers in that we can commit to a given amount of debt on specific terms, at stated coupons and with agreed upon fees. As we are the ultimate holder of the loans, we do not require market “flex” or other arrangements that banks may require when acting on an agency basis.

Robust Demand for Debt Capital. We believe U.S. middle market companies will continue to require access to debt capital to refinance existing debt, support growth and finance acquisitions. In addition, we believe the large amount of uninvested capital held by funds of private equity firms broadly, estimated by Preqin Ltd., an alternative assets industry data and research company, to be $1.7 trillion as of January 2022, will continue to drive deal activity. We expect that private equity sponsors will continue to pursue acquisitions and leverage their equity investments with secured loans provided by companies such as us.

The Middle Market is a Large Addressable Market. According to GE Capital’s National Center for the Middle Market 4th quarter 2021 Middle Market Indicator, there are approximately 200,000 U.S. middle market companies, which have approximately 48 million aggregate employees. Moreover, the U.S. middle market accounts for one-third of private sector gross domestic product (“GDP”). GE defines U.S. middle market companies as those between $10 million and $1 billion in annual revenue, which we believe has significant overlap with our definition of U.S. middle market companies.

Attractive Investment Dynamics. An imbalance between the supply of, and demand for, middle market debt capital creates attractive pricing dynamics. We believe the directly negotiated nature of middle market financings also generally provides more favorable terms to the lender, including stronger covenant and reporting packages, better call protection, and lender-protective change of control provisions. Additionally, we believe BDC managers’ expertise in credit selection and ability to manage through credit cycles has generally resulted in BDCs experiencing lower loss rates than U.S. commercial banks through credit cycles. Further, we believe that historical middle market default rates have been lower, and recovery rates have been higher, as compared to the larger market capitalization, broadly distributed market, leading to lower cumulative losses.

Conservative Capital Structures. Following the credit crisis, which we define broadly as occurring between mid-2007 and mid- 2009, lenders have generally required borrowers to maintain more equity as a percentage of their total capitalization, specifically to protect lenders during economic downturns. With more conservative capital structures, U.S. middle market companies have exhibited higher levels of cash flows available to service their debt. In addition, U.S. middle market companies often are characterized by simpler capital structures than larger borrowers, which facilitates a streamlined underwriting process and, when necessary, restructuring process.

Attractive Opportunities in Investments in Loans. We invest in senior secured or unsecured loans, subordinated loans or mezzanine loans and, to a lesser extent, equity and equity-related securities. We believe that opportunities in senior secured loans are significant because of the floating rate structure of most senior secured debt issuances and because of the strong defensive characteristics of these types of investments. Given the current low interest rate environment, we believe that debt issues with floating interest rates offer a superior return profile as compared with fixed-rate investments, since floating rate structures are generally less susceptible to declines in value experienced by fixed-rate securities in a rising interest rate environment. Senior secured debt also provides strong defensive characteristics. Senior secured debt has priority in payment among an issuer’s security holders whereby holders are due to receive payment before junior creditors and equity holders. Further, these investments are secured by the issuer’s assets, which may provide protection in the event of a default.

Portfolio and Investment Activity

As of June 30, 2022, based on fair value, our portfolio consisted of 80.6% first lien senior secured debt investments (of which we consider 47.0% to be unitranche debt investments (including “last-out” portions of such loans)), 10.7% second-lien senior secured debt investments, 2.4% unsecured debt investments, 4.9% preferred equity investments, and 1.4% common equity investments.

As of June 30, 2022, our weighted average total yield of the portfolio at fair value and amortized cost was 7.9% and 7.8%, respectively, and our weighted average yield of debt and income producing securities at fair value and amortized cost was 8.0% and 7.9%, respectively.

As of June 30, 2022 we had investments in 185 portfolio companies with an aggregate fair value of $8.5 billion. As of June 30, 2022, we had net leverage of 1.19x debt-to-equity and we target net leverage of 0.90x-1.25x debt-to-equity.

We expect the pace of our originations to vary with the pace of repayments and the pace at which we raise funds in our public and private offerings. Currently, rapidly rising interest rates, reduced refinancing activity and market uncertainty has led to a decline in mergers and acquisitions and other public market activity which in turn has led to decreased repayments over the quarter; however, because we have continued to raise funds in our public and private offerings, the pace of our originations is strong. We continue to focus on investing in industries we view as recession resistant and that we are familiar with, including service oriented sectors such as software, insurance and healthcare, and the credit quality of our portfolio remains consistent. In addition, Owl Rock continues to have the opportunity to invest in large unitranche transactions in excess of $1 billion in size which gives us the ability to structure the terms and spreads of such deals. Subsequent to quarter end we invested in an aircraft and rail car leasing platform. We may continue to invest in specialty financing portfolio companies. These companies may use our capital to support acquisitions which could lead to increased dividend income.

We are continuing to monitor the effect that market volatility, including as a result of a rising interest rate environment may have on our portfolio companies and our investment activities. We believe that the rapid rise in interest rates will meaningfully benefit our net investment income in the third quarter as we begin to see the impact of interest rates exceeding our interest rate floors.

Our investment activity for the three months ended June 30, 2022 and 2021 is presented below (information presented herein is at par value unless otherwise indicated).


	For the Three Months Ended June 30,
($ in thousands)	2022			2021
New investment commitments
Gross originations	$	3,851,121		$	362,600
Less: Sell downs		(227,924	)		(1,250	)

Total new investment commitments	$	3,623,197		$	361,350

Principal amount of investments funded:
First-lien senior secured debt investments	$	2,290,127		$	237,153
Second-lien senior secured debt investments		218,526			101,500
Unsecured debt investments		63,865			—
Preferred equity investments		166,062			10,985
Common equity investments		31,034			1,928

Total principal amount of investments funded	$	2,769,614		$	351,566

Principal amount of investments sold or repaid:
First-lien senior secured debt investments	$	(76,030	)	$	—
Second-lien senior secured debt investments		—			—
Unsecured debt investments		—			—
Preferred equity investments		—			—
Common equity investments		—			—

Total principal amount of investments sold or repaid	$	(76,030	)	$	—

Number of new investment commitments in new portfolio companies⁽¹⁾		51			27
Average new investment commitment amount	$	42,146		$	13,067
Weighted average term for new investment commitments (in years)		5.2			6.5
Percentage of new debt investment commitments at floating rates		99.1	%		100.0	%
Percentage of new debt investment commitments at fixed rates		0.9	%		—	%
Weighted average interest rate of new debt investment commitments⁽²⁾⁽³⁾		7.8	%		5.9	%
Weighted average spread over applicable base rate of new floating rate debt investment commitments		5.7	%		5.2	%

(1)	Number of new investment commitments represents commitments to a particular portfolio company.

(2)	For the three months ended June 2021, assumes each floating rate commitment is subject to the greater of the interest rate floor (if applicable) or 3-month LIBOR which was 0.15% as of June 30, 2021.

(3)	For the three months ended June 30, 2022, assumes each floating rate commitment is subject to the greater of the interest rate floor (if applicable) or 3-month SOFR, which was 2.12% as of June 30, 2022.

Investments at fair value and amortized cost consisted of the following as of June 30, 2022 and December 31, 2021:


	June 30, 2022					December 31, 2021
($ in thousands)	Amortized Cost		Fair Value			Amortized Cost		Fair Value
First-lien senior secured debt investments	$	6,934,459	$	6,809,423	⁽¹⁾	$	2,490,219	$	2,491,334	⁽²⁾
Second-lien senior secured debt investments		946,684		900,730			496,559		498,247
Unsecured debt investments		214,522		201,174			2,164		2,116
Preferred equity investments		422,634		411,936			56,696		56,970
Common equity investments		128,574		127,965			71,259		71,705

Total Investments	$	8,646,873	$	8,451,228		$	3,116,897	$	3,120,372

(1)	47.0% of which we consider unitranche loans.

(2)	66.7% of which we consider unitranche loans.

The table below describes investments by industry composition based on fair value as of June 30, 2022 and December 31, 2021:


	June 30, 2022			December 31, 2021
Advertising and media		1.0	%		2.8	%
Aerospace and defense		0.4			0.5
Automotive		1.1			1.7
Buildings and real estate		5.2			4.0
Business services		7.5			7.7
Chemicals		1.8			3.4
Consumer products		3.4			3.6
Containers and packaging		4.5			4.8
Distribution		3.4			1.7
Education		2.0			0.2
Energy equipment and services		0.3			—
Financial services		4.3			4.3
Food and beverage		7.5			1.5
Healthcare equipment and services		5.4			4.1
Healthcare providers and services		11.2			8.6
Healthcare technology		6.5			7.0
Household products		2.8			0.3
Human resource support services		1.4			4.0
Infrastructure and environmental services		1.2			0.9
Insurance		7.1			12.4
Internet software and services		11.7			12.3
Leisure and entertainment		1.3			3.0
Manufacturing		2.3			2.4
Professional services		2.4			3.6
Specialty retail		3.7			4.8
Telecommunications		0.2			0.1
Transportation		0.4			0.3

Total		100.0	%		100.0	%

The table below describes investments by geographic composition based on fair value as of June 30, 2022 and December 31, 2021:


	June 30, 2022			December 31, 2021
United States:
Midwest		22.9	%		22.8	%
Northeast		17.5			17.1
South		33.3			28.0
West		19.4			26.8
International		6.9			5.3

Total		100.0	%		100.0	%

The weighted average yields and interest rates of our investments at fair value as of June 30, 2022 and December 31, 2021 were as follows:


	June 30, 2022			December 31, 2021
Weighted average total yield of portfolio		7.9	%		7.1	%
Weighted average total yield of debt and income producing securities		8.0	%		7.3	%
Weighted average interest rate of debt securities		7.3	%		6.8	%
Weighted average spread over base rate of all floating rate investments		5.6	%		6.0	%

The weighted average yield of our debt and income producing securities is not the same as a return on investment for our shareholders but, rather, relates to a portion of our investment portfolio and is calculated before the payment of all of our and our subsidiaries’ fees and expenses. The weighted average yield was computed using the effective interest rates as of each respective date, including accretion of original issue discount and loan origination fees, but excluding investments on non-accrual status, if any. There can be no assurance that the weighted average yield will remain at its current level.

Our Adviser monitors our portfolio companies on an ongoing basis. It monitors the financial trends of each portfolio company to determine if they are meeting their respective business plans and to assess the appropriate course of action with respect to each portfolio company. Our Adviser has several methods of evaluating and monitoring the performance and fair value of our investments, which may include the following:

•

assessment of success of the portfolio company in adhering to its business plan and compliance with covenants;

•

periodic and regular contact with portfolio company management and, if appropriate, the financial or strategic sponsor, to discuss financial position, requirements and accomplishments;

•

comparisons to other companies in the portfolio company’s industry; and

•

review of monthly or quarterly financial statements and financial projections for portfolio companies.

As part of the monitoring process, our Adviser employs an investment rating system to categorize our investments. In addition to various risk management and monitoring tools, our Adviser rates the credit risk of all investments on a scale of 1 to 5. This system is intended primarily to reflect the underlying risk of a portfolio investment relative to our initial cost basis in respect of such portfolio investment (i.e., at the time of origination or acquisition), although it may also take into account the performance of the portfolio company’s business, the collateral coverage of the investment and other relevant factors. The rating system is as follows:


Investment Rating		Description

1		Investments rated 1 involve the least amount of risk to our initial cost basis. The borrower is performing above expectations, and the trends and risk factors for this investment since origination or acquisition are generally favorable;

2		Investments rated 2 involve an acceptable level of risk that is similar to the risk at the time of origination or acquisition. The borrower is generally performing as expected and the risk factors are neutral to favorable. All investments or acquired investments in new portfolio companies are initially assessed a rating of 2;

3		Investments rated 3 involve a borrower performing below expectations and indicates that the loan’s risk has increased somewhat since origination or acquisition;

4		Investments rated 4 involve a borrower performing materially below expectations and indicates that the loan’s risk has increased materially since origination or acquisition. In addition to the borrower being generally out of compliance with debt covenants, loan payments may be past due (but generally not more than 120 days past due); and

5		Investments rated 5 involve a borrower performing substantially below expectations and indicates that the loan’s risk has increased substantially since origination or acquisition. Most or all of the debt covenants are out of compliance and payments are substantially delinquent. Loans rated 5 are not anticipated to be repaid in full and we will reduce the fair market value of the loan to the amount we anticipate will be recovered.

Our Adviser rates the investments in our portfolio at least quarterly and it is possible that the rating of a portfolio investment may be reduced or increased over time. For investments rated 3, 4 or 5, our Adviser enhances its level of scrutiny over the monitoring of such portfolio company.

The following table shows the composition of our portfolio on the 1 to 5 rating scale as of June 30, 2022 and December 31, 2021:


	June 30, 2022					December 31, 2021
Investment Rating	Fair Value		Percentage			Fair Value		Percentage
($ in thousands)
1	$	123,709		1.5	%	$	22,380		0.7	%
2		8,302,382		98.2	%		3,088,498		99.0	%
3		16,697		0.2	%		9,494		0.3	%
4		8,440		0.1	%		—		—	%
5		—		—			—		—	%

Total	$	8,451,228		100.0	%	$	3,120,372		100.0	%

The following table shows the amortized cost of our performing and non-accrual debt investments as of June 30, 2022 and December 31, 2021:


	June 30, 2022					December 31, 2021
($ in thousands)	Amortized Cost		Percentage			Amortized Cost		Percentage
Performing	$	8,095,665		100.0	%	$	2,988,942		100.0	%
Non-accrual		—		—	%		—		—	%

Total	$	8,095,665		100	%	$	2,988,942		100	%

Results of Operations

The following table represents the operating results for the three and six months ended June 30, 2022 and June 30, 2021:


	For the Three Months Ended June 30,						For the Six Months Ended June 30,
($ in thousands)	2022			2021			2022			2021
Total Investment Income	$	128,921		$	3,667		$	199,066		$	4,013
Less: Net Operating Expenses		59,848			1,361			87,402			1,782

Net Investment Income (Loss) Before Taxes		69,073			2,306			111,664			2,231
Less: Income taxes, including excise taxes		—			—			—			—

Net Investment Income (Loss) After Taxes		69,073			2,306			111,664			2,231
Net realized gain (loss)		131			(12	)		568			7
Net change in unrealized gain (loss)		(168,930	)		803			(192,387	)		834

Net Increase (Decrease) in Net Assets Resulting from Operations	$	(99,726	)	$	3,097		$	(80,155	)	$	3,072

Net increase (decrease) in net assets resulting from operations can vary from period to period as a result of various factors, including the level of new investment commitments, expenses, the recognition of realized gains and losses and changes in unrealized appreciation and deprecation on the investment portfolio.

Investment Income

Investment income for the three and six months ended June 30, 2022 and June 30, 2021 was as follows:


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
($ in thousands)	2022		2021		2022		2021
Interest income	$	110,034	$	3,497	$	170,448	$	3,734
PIK interest income		7,195		1		12,171		94
Dividend income		5,777		163		8,663		140
Other income		5,915		6		7,784		45

Total investment income	$	128,921	$	3,667	$	199,066	$	4,013

For the Three Months Ended June 30, 2022 and 2021

We generate revenues primarily in the form of interest income from the investments we hold. In addition, we may generate income from dividends on either direct equity investments or equity interest obtained in connection with originated loans, such as options, warrants or conversion rights. Investment income increased to $128.9 million for the three months ended June 30, 2022 from $3.7 million for the same period in prior year primarily due to an increase in interest income as a result of an increase in our debt investment portfolio which, at par, increased from $0.4 billion as of June 30, 2021 to $8.2 billion as of June 30, 2022. Included in interest income are other fees such as prepayment fees and accelerated amortization of upfront fees from unscheduled paydowns. Income generated from these fees was $0.2 million for the three months ended June 30, 2022 and no income was generated from these fees for the three months ended June 30, 2021. PIK interest income increased period-over-period primarily as a result of adding new investments with contractual PIK interest to our portfolio. For the three months ended June 30, 2022, PIK interest earned was $7.2 million, representing approximately 5.6% of investment income. For the three months ended June 30, 2021, PIK interest earned was $1 thousand, representing less than 0.1% of total investment income. Other income increased period-over-period due to an increase in our portfolio of dividend income-producing investments and an increase in incremental fee income, which are fees that are generally available to us as a result of closing investments and generally paid at the time of closing. We expect that investment income will vary based on a variety of factors including the pace of our originations and repayments.

For the Six Months Ended June 30, 2022 and 2021

Investment income increased to $199.1 million for the six months ended June 30, 2022 from $4.0 million for the same period in prior year primarily due to an increase in interest income as a result of an increase in our debt investment portfolio which, at par, increased from $0.4 billion as of June 30, 2021 to $8.2 billion as of June 30, 2022. Included in interest income are other fees such as prepayment fees and accelerated amortization of upfront fees from unscheduled paydowns. Income generated from these fees was $0.6 million for the six months ended June 30, 2022 and no income was generated from these fees for the six months ended June 30, 2021. PIK interest income increased period-over-period primarily as a result of adding new investments with contractual PIK interest to our portfolio. For the six months ended June 30, 2022, PIK interest earned was $12.2 million, representing approximately 6.1% of investment income. For the six months ended June 30, 2021, PIK interest earned was $94 thousand, representing 2.3% of total investment income. Other income increased period-over-period due to an increase in our portfolio of dividend income-producing investments and an increase in incremental fee income, which are fees that are generally available to us as a result of closing investments and generally paid at the time of closing. We expect that investment income will vary based on a variety of factors including the pace of our originations and repayments.

Expenses

Expenses for the three and six months ended June 30, 2022 and June 30, 2021 were as follows:


	For the Three Months Ended June 30,						For the Six Months Ended June 30,
($ in thousands)	2022			2021			2022			2021
Initial organization	$	—		$	—		$	—		$	273
Offering costs		1,179			—			2,350			—
Interest expense		36,110			1,432			51,481			1,503
Management fees		9,348			214			14,898			266
Performance based incentive fees		9,483			198			14,347			198
Professional fees		2,053			377			3,334			663
Directors’ fees		267			286			549			531
Shareholder servicing fees		2,924			49			4,886			50
Other general and administrative		1,197			561			2,332			928

Total operating expenses	$	62,561		$	3,117		$	94,177		$	4,412
Management fees waived		—			—			—			(52	)
Expense Support		(2,713	)		(1,756	)		(6,775	)		(2,578	)

Net operating expenses	$	59,848		$	1,361		$	87,402		$	1,782

For the Three Months Ended June 30, 2022 and 2021

Total net operating expenses increased to $59.8 million for the three months ended June 30, 2022 from $1.4 million for the same period prior year primarily due to increases in management fees, incentive fees and interest expense. The increase in management fees was driven by growth in the net asset value of the fund. The increase in incentive fees was due to higher pre- incentive fee net investment income. The increase in interest expense was driven by an increase in average daily borrowings to $3.3 billion from $115.2 million period over period, partially offset by a decrease in the average interest rate to 3.9% from 4.0% period over period.

For the Six Months Ended June 30, 2022 and 2021

Total net operating expenses increased to $87.4 million for the six months ended June 30, 2022 from $1.8 million for the same period prior year primarily due to increases in management fees, incentive fees and interest expense. The increase in management fees was driven by growth in the net asset value of the fund. The increase in incentive fees was due to higher pre- incentive fee net investment income. The increase in interest expense was driven by an increase in average daily borrowings to $2.6 billion from $61.3 million period over period, partially offset by a decrease in the average interest rate to 3.6% from 4.0% period over period.

Income Taxes, Including Excise Taxes

We have elected to be treated as a RIC under Subchapter M of the Code, and we intend to operate in a manner so as to continue to qualify for the tax treatment applicable to RICs. To qualify for tax treatment as a RIC, we must, among other things, distribute to our shareholders in each taxable year generally at least 90% of our investment company taxable income, as defined by the Code, and net tax-exempt income for that taxable year. To maintain our tax treatment as a RIC, we, among other things, intend to make the requisite distributions to our shareholders, which generally relieves us from corporate-level U.S. federal income taxes.

Depending on the level of taxable income earned in a tax year, we can be expected to carry forward taxable income (including net capital gains, if any) in excess of current year dividend distributions from the current tax year into the next tax year and pay a nondeductible 4% U.S. federal excise tax on such taxable income, as required. To the extent that we determine that our estimated current year annual taxable income will be in excess of estimated current year dividend distributions from such income, we will accrue excise tax on estimated excess taxable income.

For the three and six months ended June 30, 2022 we did not accrue any U.S. federal excise tax. For the three and six months ended June 30, 2021 we did not accrue any U.S. federal excise tax.

Under the terms of the Administration Agreement, we reimburse the Adviser for services performed for us. In addition, pursuant to the terms of the Administration Agreement, the Adviser may delegate its obligations under the Administration Agreement to an affiliate or to a third party and we reimburse the Adviser for any services performed for us by such affiliate or third party.

Net Unrealized Gain (Loss) on Investments

We fair value our portfolio investments quarterly and any changes in fair value are recorded as unrealized gains or losses. During the three and six months ended June 30, 2022 and 2021, net unrealized gains (losses) on our investment portfolio were comprised of the following:


	For the Three Months Ended June 30,					For the Six Months Ended June 30,
($ in thousands)	2022			2021		2022			2021
Net change in unrealized gain (loss) on investments	$	(168,229	)	$	770	$	(191,514	)	$	812
Net change in translation of assets and liabilities in foreign currencies		(701	)		33		(873	)		22

Net change in unrealized gain (loss)		(168,930	)		803		(192,387	)		834

For the Three Months Ended June 30, 2022 and 2021

For the three months ended June 30, 2022, the net unrealized loss was primarily driven by a decrease in the fair value of our investments as compared to March 31, 2022. The primary drivers of our portfolio’s unrealized losses were current market conditions, including public market volatility, and credit spreads widening across the broader markets as compared to March 31, 2022.

The ten largest contributors to the change in net unrealized gain (loss) on investments during the three months ended June 30, 2022 consisted of the following:


Portfolio Company ($ in millions)	Net Change in Unrealized Gain (Loss) For the Three Months Ended June 30, 2022
Asurion, LLC	$	(18.9	)
Athenahealth Group Inc.		(9.5	)
Dealer Tire, LLC		(6.8	)
Cornerstone OnDemand, Inc.		(6.6	)
CoreLogic Inc.		(6.0	)
Delta TopCo, Inc. (dba Infoblox, Inc.)		(4.5	)
Phoenix Newco, Inc. (dba Parexel)		(4.3	)
Help/Systems Holdings, Inc.		(4.3	)
ConnectWise, LLC		(3.6	)
Shearer’s Foods, LLC		(3.1	)
Remaining portfolio companies		(100.6	)

Total	$	(168.2	)

For the three months ended June 30, 2021, the net unrealized gain was primarily driven by an increase in the fair value of our debt investments as compared to March 31, 2021.

The ten largest contributors to the change in net unrealized gain (loss) on investments during the three months ended June 30, 2021 consisted of the following:


Portfolio Company ($ in millions)	Net Change in Unrealized Gain (Loss) For the Three Months Ended June 30, 2021
ConAir Holdings LLC	$	0.3
Hyland Software, Inc.		0.1
KPCI Holdings, L.P.		0.1
Mavis Tire Express Services Topco Corp.		0.1
Canadian Hospital Specialties Limited		0.1
Cambium Learning Group, Inc.		0.1
Walker Edison Furniture Company LLC⁽¹⁾		—
Peraton Corp.⁽¹⁾		—
Hg Saturn LuchaCo Limited⁽¹⁾		—
SRS Distribution, Inc.⁽¹⁾		—
Remaining portfolio companies⁽¹⁾		—

Total	$	0.8

(1)	Unrealized gain (loss) for the period rounds to less than $0.1 million.

For the Six Months Ended June 30, 2022 and 2021

For the six months ended June 30, 2022, the net unrealized loss was primarily driven by a decrease in the fair value of our investments as compared to December 31, 2021. The primary drivers of our portfolio’s unrealized losses were current market conditions, including public market volatility, and credit spreads widening across the broader markets as compared to December 31, 2021.

The ten largest contributors to the change in net unrealized gain (loss) on investments during the six months ended June 30, 2022 consisted of the following:


Portfolio Company ($ in millions)	Net Change in Unrealized Gain (Loss) For the Six Months Ended June 30, 2022
Asurion, LLC	$	(20.3	)
Athenahealth Group Inc.		(9.9	)
Cornerstone OnDemand, Inc.		(7.2	)
Dealer Tire, LLC		(6.7	)
CoreLogic Inc.		(6.4	)
Phoenix Newco, Inc. (dba Parexel)		(5.2	)
Help/Systems Holdings, Inc.		(4.9	)
Shearer’s Foods, LLC		(4.6	)
Delta TopCo, Inc. (dba Infoblox, Inc.)		(4.5	)
ConnectWise, LLC		(4.0	)
Remaining portfolio companies		(117.8	)

Total	$	(191.5	)

For the six months ended June 30, 2021, the net unrealized gain was primarily driven by an increase in the fair value of our debt investments as compared to December 31, 2020.

The ten largest contributors to the change in net unrealized gain (loss) on investments during the six months ended June 30, 2021 consisted of the following:


Portfolio Company ($ in millions)	Net Change in Unrealized Gain (Loss) For the Six Months Ended June 30, 2021
ConAir Holdings LLC	$	0.3
Hyland Software, Inc.		0.1
KPCI Holdings, L.P.		0.1
Mavis Tire Express Services Topco Corp.		0.1
Canadian Hospital Specialties Limited		0.1
Cambium Learning Group, Inc.		0.1
Walker Edison Furniture Company LLC⁽¹⁾		—
Peraton Corp.⁽¹⁾		—
Hg Saturn LuchaCo Limited⁽¹⁾		—
SRS Distribution, Inc.⁽¹⁾		—
Remaining portfolio companies		0.1

Total	$	0.8

(1)	Unrealized gain (loss) for the period rounds to less than $0.1 million.

Net Realized Gains (Losses) on Investments

The realized gains and losses on fully exited and partially exited portfolio companies during the three and six months ended June 30, 2022 and 2021 were comprised of the following:


	For the Three Months Ended June 30,					For the Six Months Ended June 30,
($ in thousands)	2022		2021			2022		2021
Net realized gain (loss) on investments	$	109	$	—		$	359	$	7
Net realized gain (loss) on foreign currency transactions		22		(12	)		209		—

Net realized gain (loss)	$	131	$	(12	)	$	568	$	7

Financial Condition, Liquidity and Capital Resources

Our liquidity and capital resources are generated primarily from the net proceeds of any offering of our common stock and from cash flows from interest, dividends and fees earned from our investments and principal repayments and proceeds from sales of our investments. The primary uses of our cash are for (i) investments in portfolio companies and other investments and to comply with certain portfolio diversification requirements, (ii) the cost of operations (including paying or reimbursing our Adviser), (iii) debt service, repayment and other financing costs of any borrowings and (iv) cash distributions to the holders of our shares.

We may from time to time enter into additional credit facilities, increase the size of our existing credit facilities or issue debt securities. Any such incurrence or issuance would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions and other factors. In accordance with the 1940 Act, with certain limited exceptions, we are only allowed to incur borrowings, issue debt securities or issue preferred stock, if immediately after the borrowing or issuance, the ratio of total assets (less total liabilities other than indebtedness) to total indebtedness plus preferred stock, is at least 150%. Our current target leverage ratio is 0.90x-1.25x.

As of June 30, 2022 and December 31, 2021, our asset coverage ratios were 180% and 200%, respectively. We seek to carefully consider our unfunded commitments for the purpose of planning our ongoing financial leverage. Further, we maintain sufficient borrowing capacity within the 150% asset coverage limitation to cover any outstanding unfunded commitments we are required to fund.

Cash as of June 30, 2022, taken together with our available debt, is expected to be sufficient for our investing activities and to conduct our operations in the near term. As of June 30, 2022 we had $0.4 billion available under our credit facilities.

Our long-term cash needs will include principal payments on outstanding indebtedness and funding of additional portfolio investments. Funding for long-term cash needs will come from unused net proceeds from financing activities. We believe that our liquidity and sources of capital are adequate to satisfy our short and long-term cash requirements. We cannot, however, be certain that these sources of funds will be available at a time and upon terms acceptable to us in sufficient amounts in the future.

As of June 30, 2022, we had $99.9 million in cash. During the six months ended June 30, 2022, we used $5.4 billion in cash for operating activities, primarily as a result of funding portfolio investments of $5.8 billion, partially offset by sales and repayments of portfolio investments of $278.0 million, and other operating activities of $152.9 million. Lastly, cash provided by financing activities was $5.5 billion during the period, which was the result of proceeds from net borrowings on our credit facilities, net of debt issuance costs, of $3.1 billion, and proceeds from the issuance of shares of $2.5 billion, partially offset by $59.0 million of distributions paid and share repurchases of $51.2 million.

Net Assets

Share Issuances

In connection with our formation, we had the authority to issue 3,000,000,000 common shares at $0.01 per share par value, 1,000,000,000 of which are classified as Class S common shares, 1,000,000,000 of which are classified as Class D common shares, and 1,000,000,000 of which are classified as Class I common shares. Pursuant to our Registration Statement on Form N-2 (File No. 333-249525), we registered $2,500,000,000 in any combination of shares of Class S, Class D, and Class I common stock, at initial public offering prices of $10.35 per share, $10.15 per share, and $10.00 per share, respectively. Currently, the purchase price per share for each class of common stock varies, but will not be sold at a price below our net asset value per share of such class, as determined in accordance with our share pricing policy, plus applicable upfront selling commissions.

On September 30, 2020, we issued 100 common shares for $1,000 to the Adviser. We received $1,000 in cash from the Adviser on October 15, 2020.

On October 15, 2020, we received a subscription agreement totaling $25 million for the purchase of shares of Class I common stock from Owl Rock Feeder FIC ORCIC Equity LLC (“Feeder FIC Equity”), an entity affiliated with the Adviser. Pursuant to the terms of that subscription agreement, Feeder FIC Equity agreed to pay for such Class I shares upon demand by one of our executive officers. Such purchase or purchases of our Class I shares were included for purposes of determining when we satisfied the minimum offering requirement. On September 30, 2020, we sold 100 shares of Class I common stock to our Adviser. On November 12, 2020, we sold 700,000 shares of Class I common stock pursuant to the subscription agreement with Feeder FIC Equity and met the minimum offering requirement for our continuous public offering of $2.5 million. The purchase price of these shares sold in the private placements was $10.00 per share, which represented the initial public offering price.

On October 7, 2021, we filed a registration statement with respect to our proposed follow-on offering of up to $7,500,000,000 in any combination of Class S, Class D and Class I common shares.

The following table summarizes transactions with respect to shares of our common stock during the three months ended June 30, 2022 and 2021:


	For the Three Months Ended June 30, 2022
	Class S						Class D						Class I						Total
($ in thousands, except share amounts)	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Shares/gross proceeds from the continuous public offering		45,473,732		$	420,307			7,913,719		$	72,860			80,385,794		$	739,398			133,773,245		$	1,232,565
Shares/gross proceeds from the private placements		—			—			—			—			4,402,193			40,509			4,402,193			40,509
Reinvestment of distributions		684,558			6,264			261,628			2,400			1,167,560			10,708			2,113,746			19,372
Repurchased shares		(946,284	)		(8,365	)		(125,276	)		(1,110	)		(2,073,617	)		(18,414	)		(3,145,177	)		(27,889	)

Total shares/gross proceeds		45,212,006			418,206			8,050,071			74,150			83,881,930			772,201			137,144,007			1,264,557
Sales load		—			(3,423	)		—			(114	)		—			—			—			(3,537	)
Total shares/net proceeds		45,212,006		$	414,783			8,050,071		$	74,036			83,881,930		$	772,201			137,144,007		$	1,261,020


	For the Three Months Ended June 30, 2021
	Class S					Class D				Class I				Total
($ in thousands, except share amounts)	Shares		Amount			Shares		Amount		Shares		Amount		Shares		Amount
Shares/gross proceeds from the continuous public offering		2,868,538	$	27,047			3,044,525	$	28,196		12,511,653	$	115,968		18,424,716	$	171,211
Shares/gross proceeds from the private placements		—		—			—		—		—		—		—		—
Reinvestment of distributions		7,543		70			12,344		114		25,832		239		45,719		423
Repurchased shares		—		—			—		—		—		—		—		—

Total shares/gross proceeds		2,876,081		27,117			3,056,869		28,310		12,537,485		116,207		18,470,435		171,634
Sales load		—		(467	)		—		—		—		—		—		(467	)
Total shares/net proceeds		2,876,081	$	26,650			3,056,869	$	28,310		12,537,485	$	116,207		18,470,435	$	171,167

The following table summarizes transactions with respect to shares of our common stock during the six months ended June 30, 2022 and 2021:


	For the Six Months Ended June 30, 2022
	Class S						Class D						Class I						Total
($ in thousands, except share amounts)	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Shares/gross proceeds from the continuous public offering		93,745,587		$	873,325			20,317,574		$	188,594			146,097,662		$	1,351,638			260,160,823		$	2,413,557
Shares/gross proceeds from the private placements		—			—			—			—			8,578,458			79,265			8,578,458			79,265
Reinvestment of distributions		1,074,628			9,894			418,701			3,861			1,799,245			16,593			3,292,574			30,348
Repurchased shares		(1,595,704	)		(14,366	)		(158,129	)		(1,414	)		(3,907,137	)		(35,392	)		(5,660,970	)		(51,172	)

Total shares/gross proceeds		93,224,511			868,853			20,578,146			191,041			152,568,228			1,412,104			266,370,885			2,471,998
Sales load		—			(7,073	)		—			(446	)		—			—			—			(7,519	)
Total shares/net proceeds		93,224,511		$	861,780			20,578,146		$	190,595			152,568,228		$	1,412,104			266,370,885		$	2,464,479


	For the Six Months Ended June 30, 2021
	Class S					Class D				Class I				Total
($ in thousands, except share amounts)	Shares		Amount			Shares		Amount		Shares		Amount		Shares		Amount
Shares/gross proceeds from the continuous public offering		2,868,538	$	27,047			3,368,067	$	31,192		14,982,573	$	138,848		21,219,178	$	197,087
Shares/gross proceeds from the private placements		—		—			—		—		—		—		—		—
Reinvestment of distributions		7,543		70			12,344		114		25,832		239		45,719		423
Repurchased shares		—		—			—		—		—		—		—		—

Total shares/gross proceeds		2,876,081		27,117			3,380,411		31,306		15,008,405		139,087		21,264,897		197,510
Sales load		—		(467	)		—		—		—		—		—		(467	)
Total shares/net proceeds		2,876,081	$	26,650			3,380,411	$	31,306		15,008,405	$	139,087		21,264,897	$	197,043

In accordance with the our share pricing policy, we will modify our public offering prices to the extent necessary to comply with the requirements of the 1940 Act, including the requirement that we will not sell shares at a net offering price below the net asset value per share unless we obtain the requisite approval from our shareholders.

The changes to our offering price per share since the commencement of our initial continuous public offering and associated effective dates of such changes were as follows:


Class S
Effective Date	Net Offering Price (per share)		Maximum Upfront Sales Load (per share)		Maximum Offering Price (per share)
March 1, 2021	$	9.26	$	0.32	$	9.58
April 1, 2021	$	9.26	$	0.32	$	9.58
May 1, 2021	$	9.26	$	0.32	$	9.58
June 1, 2021	$	9.28	$	0.32	$	9.60
July 1, 2021	$	9.30	$	0.33	$	9.63
August 1, 2021	$	9.30	$	0.33	$	9.63
September 1, 2021	$	9.30	$	0.33	$	9.63
October 1, 2021	$	9.31	$	0.33	$	9.64
November 1, 2021	$	9.32	$	0.33	$	9.65
December 1, 2021	$	9.31	$	0.33	$	9.64
January 1, 2022	$	9.33	$	0.33	$	9.66
February 1, 2022	$	9.33	$	0.33	$	9.66
March 1, 2022	$	9.27	$	0.32	$	9.59
April 1, 2022	$	9.24	$	0.32	$	9.56
May 1, 2022	$	9.23	$	0.32	$	9.55
June 1, 2022	$	9.02	$	0.32	$	9.34


Class D
Effective Date	Net Offering Price (per share)		Maximum Upfront Sales Load (per share)		Maximum Offering Price (per share)
March 1, 2021	$	9.26	$	0.14	$	9.40
April 1, 2021	$	9.26	$	0.14	$	9.40
May 1, 2021	$	9.25	$	0.14	$	9.39
June 1, 2021	$	9.27	$	0.14	$	9.41
July 1, 2021	$	9.29	$	0.14	$	9.43
August 1, 2021	$	9.29	$	0.14	$	9.43
September 1, 2021	$	9.29	$	0.14	$	9.43
October 1, 2021	$	9.31	$	0.14	$	9.45
November 1, 2021	$	9.32	$	0.14	$	9.46
December 1, 2021	$	9.31	$	0.14	$	9.45
January 1, 2022	$	9.34	$	0.14	$	9.48
February 1, 2022	$	9.33	$	0.14	$	9.47
March 1, 2022	$	9.27	$	0.14	$	9.41
April 1, 2022	$	9.25	$	0.14	$	9.39
May 1, 2022	$	9.24	$	0.14	$	9.38
June 1, 2022	$	9.04	$	0.14	$	9.18


Class I
Effective Date	Net Offering Price (per share)		Maximum Upfront Sales Load (per share)		Maximum Offering Price (per share)
March 1, 2021	$	9.26	$	—	$	9.26
April 1, 2021	$	9.26	$	—	$	9.26
May 1, 2021	$	9.25	$	—	$	9.25
June 1, 2021	$	9.27	$	—	$	9.27
July 1, 2021	$	9.29	$	—	$	9.29
August 1, 2021	$	9.29	$	—	$	9.29
September 1, 2021	$	9.29	$	—	$	9.29
October 1, 2021	$	9.31	$	—	$	9.31
November 1, 2021	$	9.32	$	—	$	9.32
December 1, 2021	$	9.31	$	—	$	9.31
January 1, 2022	$	9.34	$	—	$	9.34
February 1, 2022	$	9.33	$	—	$	9.33
March 1, 2022	$	9.27	$	—	$	9.27
April 1, 2022	$	9.26	$	—	$	9.26
May 1, 2022	$	9.25	$	—	$	9.25
June 1, 2022	$	9.05	$	—	$	9.05

Distributions


	Class S common stock distributions				Class D common stock distributions				Class I common stock distributions
($ in thousands)	Per Share⁽¹⁾⁽²⁾		Amount		Per Share⁽¹⁾⁽²⁾		Amount		Per Share⁽²⁾		Amount
2022
January 31, 2022	$	0.06	$	3,798	$	0.06	$	1,094	$	0.06	$	6,348
February 28, 2022		0.06		4,593		0.06		1,367		0.06		7,312
March 31, 2022		0.06		5,334		0.06		1,673		0.06		8,860
April 30, 2022		0.06		6,147		0.06		1,767		0.06		10,893
May 31, 2022		0.06		6,896		0.06		2,003		0.06		12,307
June 30, 2022		0.06		7,613		0.06		2,110		0.06		13,541

Total	$	0.36	$	34,381	$	0.36	$	10,014	$	0.36	$	59,261

(1)	Distributions per share are gross of shareholder servicing fees.

(2)	Amounts presented differ slightly to actuals due to rounding.

On February 23, 2021 our Board declared regular monthly distributions for March 2021 through June 2021. The regular monthly cash distributions, each in the gross amount of $0.05145833 per share, are payable on April 28, 2021, May 28, 2021, June 28, 2021 and July 29, 2021 to shareholders of records as of March 31, 2021, April 30, 2021, May 31, 2021 and June 30, 2021, respectively.

On May 5, 2021, our Board declared regular monthly distributions for July 2021 through September 2021. The regular monthly cash distributions, each in the gross amount of $0.05145833 per share, are payable on August 27, 2021, September 28, 2021, and October 28, 2021 to shareholders of records as of July 31, 2021, August 31, 2021, and September 30, 2021, respectively.

On February 23, 2022, our Board declared regular monthly distributions for April 2022 through June 2022. The regular monthly cash distributions, each in the gross amount of $0.05580000, $0.05580000, and $0.05580000 per share, are payable on May 31, 2022, June 30, 2022, and July 29, 2022 to shareholders of records of April 30, 2022, May 31, 2022, and June 30, 2022, respectively.

On May 3, 2022, our Board declared regular monthly distributions for July 2022 through September 2022. The regular monthly cash distributions, each in the gross amount of $0.05580000, $0.05580000, and $0.05580000 per share, are payable on August 26, 2022, September 29, 2022, and October 31, 2022 to shareholders of records of July 31, 2022, August 31, 2022, and September 30, 2022, respectively.

On May 9, 2022, our Board declared special monthly distributions for July 2022 through September 2022. The special monthly cash distributions, each in the gross amount of $0.0020750, $0.0020750, and $0.0020750 per share, are payable on August 26, 2022, September 29, 2022, and October 31, 2022 to shareholders of records of July 31, 2022, August 31, 2022, and September 30, 2022, respectively.

We have adopted a distribution reinvestment plan pursuant to which shareholders (except for residents of Alabama, Arkansas, Idaho, Kansas, Kentucky, Maine, Maryland, Massachusetts, Nebraska, New Jersey, North Carolina, Oklahoma, Oregon, Vermont and Washington and clients of participating broker-dealers that do not permit automatic enrollment in the distribution reinvestment plan) will have their cash distributions automatically reinvested in additional shares of our same class of common stock to which the distribution relates unless they elect to receive their distributions in cash. We expect to use newly issued shares to implement the distribution reinvestment plan.

We may fund our cash distributions to shareholders from any source of funds available to us, including but not limited to offering proceeds, net investment income from operations, capital gains proceeds from the sale of assets, dividends or other distributions paid to us on account of preferred and common equity investments in portfolio companies and expense support from the Adviser, which is subject to recoupment. In no event, however, will funds be advanced or borrowed for the purpose of distributions, if the amount of such distributions would exceed our accrued and received revenues for the previous four quarters, less paid and accrued operating expenses with respect to such revenues and costs.

Through June 30, 2022, a portion of our distributions resulted from expense support from the Adviser, and future distributions may result from expense support from the Adviser, each of which is subject to repayment by us within three years from the date of payment. The purpose of this arrangement is to avoid distributions being characterized as a return of capital for U.S. federal income tax purposes. Shareholders should understand that any such distribution is not based on our investment performance, and can only be sustained if we achieve positive investment performance in future periods and/or the Adviser continues to provide expense support. Shareholders should also understand that our future repayments of expense support will reduce the distributions that they would otherwise receive. There can be no assurance that we will achieve the performance necessary to sustain these distributions, or be able to pay distributions at all.

Sources of distributions, other than net investment income and realized gains on a U.S. GAAP basis, include required adjustments to U.S. GAAP net investment income in the current period to determine taxable income available for distributions. The following table reflect the sources of cash distributions on a U.S. GAAP basis that we have declared on our shares of common stock during the six months ended June 30, 2022 and 2021.


	For the Six Months Ended June 30, 2022
Source of Distribution⁽²⁾	Per Share⁽¹⁾		Amount		Percentage
($ in thousands, except per share amounts)
Net investment income	$	0.36	$	103,656		100.0	%

Total	$	0.36	$	103,656		100.0	%

(1)	Distributions per share are gross of shareholder servicing fees.

(2)	Data in this table is presented on a consolidated basis. Refer to ‘ITEM 1. - Notes to Consolidated Financial Statements - Note 11. Financial Highlights” for amounts by share class.


	For the Six Months Ended June 30, 2021
Source of Distribution⁽³⁾	Per Share⁽¹⁾		Amount		Percentage
($ in thousands, except per share amounts)
Net investment income	$	0.19	$	2,595		99.8	%
Net realized gain (loss) on investments⁽²⁾		—		6		0.2	%

Total	$	0.19	$	2,601		100.0	%

(1)	Distributions per share are gross of shareholder servicing fees.

(2)	The net realized gain (loss) on investments per share for the six months ended June 30, 2021, rounds to less than $0.01 per share.

(3)	Data in this table is presented on a consolidated basis. Refer to Note 11 “Financial Highlights” for amounts by share class.

Share Repurchases

Our Board has complete discretion to determine whether we will engage in any share repurchase, and if so, the terms of such repurchase. At the discretion of our Board, we may use cash on hand, cash available from borrowings, and cash from the sale of our investments as of the end of the applicable period to repurchase shares.

We have commenced a share repurchase program pursuant to which we intend to conduct quarterly repurchase offers to allow our shareholders to tender their shares at a price equal to the net offering price per share for the applicable class of shares on each date of repurchase.

All shares purchased by us pursuant to the terms of each offer to repurchase will be retired and thereafter will be authorized and unissued shares.

We intend to limit the number of shares to be repurchased in each quarter to no more than 5.00% of our outstanding shares of our common stock.

Any periodic repurchase offers are subject in part to our available cash and compliance with the BDC and RIC qualification and diversification rules promulgated under the 1940 Act and the Code, respectively. While we intend to continue to conduct quarterly tender offers as described above, we are not required to do so and may suspend or terminate the share repurchase program at any time.


Offer Date	Class	Tender Offer Expiration	Tender Offer		Purchase Price per Share		Shares Repurchased
August 25, 2021	D	September 30, 2021	$	55	$	9.31		5,933
August 25, 2021	I	September 30, 2021	$	291	$	9.32		31,255
November 26, 2021	S	December 30, 2021	$	150	$	9.33		16,129
November 26, 2021	D	December 30, 2021	$	51	$	9.34		5,394
November 26, 2021	I	December 30, 2021	$	1,213	$	9.34		129,828
February 25, 2022	S	March 31, 2022	$	6,001	$	9.24		649,420
February 25, 2022	D	March 31, 2022	$	304	$	9.25		32,853
February 25, 2022	I	March 31, 2022	$	16,978	$	9.26		1,833,520
May 25, 2022	S	June 30, 2022	$	8,365	$	8.84		946,284
May 25, 2022	D	June 30, 2022	$	1,110	$	8.86		125,276
May 25, 2022	I	June 30, 2022	$	18,414	$	8.88		2,073,617

Debt

Aggregate Borrowings

Our debt obligations consisted of the following as of June 30, 2022 and 2021:


	June 30, 2022
($ in thousands)	Aggregate Principal Committed		Outstanding Principal		Amount Available⁽¹⁾		Net Carrying Value⁽²⁾
Revolving Credit Facility	$	1,175,000	$	935,398	$	239,602	$	928,140
SPV Asset Facility I		550,000		549,782		218		546,496
SPV Asset Facility II		1,650,000		1,198,000		119,352		1,187,691
SPV Asset Facility III		750,000		205,000		43,351		199,286
SPV Asset Facility IV		500,000		465,000		14,595		460,701
March 2025 Notes		500,000		500,000		—		494,310
September 2026 Notes		350,000		350,000		—		344,087
February 2027 Notes		500,000		500,000		—		493,033

Total Debt	$	5,975,000	$	4,703,180	$	417,118	$	4,653,744

(1)	The amount available reflects any limitations related to each credit facility’s borrowing base.

(2)

(3)	Includes unrealized gain (loss) on translation of borrowings denominated in foreign currencies.


	December 31, 2021
($ in thousands)	Aggregate Principal Committed		Outstanding Principal		Amount Available⁽¹⁾		Net Carrying Value⁽²⁾
Promissory Note	$	250,000	$	—	$	250,000	$	—
Revolving Credit Facility		750,000		451,170		298,830		445,188
SPV Asset Facility I		550,000		301,282		33,740		298,015
SPV Asset Facility II		1,000,000		446,000		83,678		438,637
September 2026 Notes		350,000		350,000		—		343,971

Total Debt	$	2,900,000	$	1,548,452	$	666,248	$	1,525,811

(1)	The amount available reflects any limitations related to each credit facility’s borrowing base.

(2)	The carrying values of the Company’s Revolving Credit Facility, SPV Asset Facility I, SPV Asset Facility II, and September 2026 Notes are presented net of unamortized debt issuance costs of $6.0 million, $3.3 million, $7.4 million, and $6.0 million, respectively.

For the three and six months ended June 30, 2022 and 2021, the components of interest expense were as follows:


	For the Three Months Ended June 30,						For the Six Months Ended June 30,
($ in thousands)	2022			2021			2022			2021
Interest expense	$	32,308		$	1,165		$	47,412		$	1,236
Amortization of debt issuance costs		3,802			267			4,069			267

Total Interest Expense	$	36,110		$	1,432		$	51,481		$	1,503

Average interest rate		3.9	%		4.0	%		3.6	%		4.0	%
Average daily borrowings	$	3,310,387		$	115,223		$	2,598,780		$	61,267

Senior Securities

Information about our senior securities is shown in the following table as of June 30, 2022 and the fiscal years ended December 31, 2021, and 2020.


Class and Period	Total Amount Outstanding Exclusive of Treasury Securities(1) ($ in millions)		Asset Coverage per Unit(2)		Involuntary Liquidating Preference per Unit(3)		Average Market Value per Unit(4)
Promissory Note⁽⁵⁾
June 30, 2022 (unaudited)	$	—		—		—		N/A
December 31, 2021	$	—		—		—		N/A
December 31, 2020	$	10.0		2,226.8		—		N/A
SPV Asset Facility I
June 30, 2022 (unaudited)	$	549.8		1,802.2		—		N/A
December 31, 2021	$	301.3		1,998.5		—		N/A
December 31, 2020	$	—		—		—		N/A
SPV Asset Facility II
June 30, 2022 (unaudited)	$	1,198.0		1,802.2		—		N/A
December 31, 2021	$	446.0		1,998.5		—		N/A
December 31, 2020	$	—		—		—		N/A

100


Class and Period	Total Amount Outstanding Exclusive of Treasury Securities(1) ($ in millions)		Asset Coverage per Unit(2)		Involuntary Liquidating Preference per Unit(3)		Average Market Value per Unit(4)
SPV Asset Facility III
June 30, 2022 (unaudited)	$	205.0		1,802.2		—		N/A
December 31, 2021	$	—		—		—		N/A
December 31, 2020	$	—		—		—		N/A
SPV Asset Facility IV
June 30, 2022 (unaudited)	$	465.0		1,802.2		—		N/A
December 31, 2021	$	—		—		—		N/A
December 31, 2020	$	—		—		—		N/A
Revolving Credit Facility
June 30, 2022 (unaudited)	$	935.4		1,802.2		—		N/A
December 31, 2021	$	451.2		1,998.5		—		N/A
December 31, 2020	$	—		—		—		N/A
September 2026 Notes
June 30, 2022 (unaudited)	$	350.0		1,802.2		—		N/A
December 31, 2021	$	350.0		1,998.5		—		N/A
December 31, 2020	$	—		—		—		N/A
February 2027 Notes
June 30, 2022 (unaudited)	$	500.0		1,802.2		—		N/A
December 31, 2021	$	—		—		—		N/A
December 31, 2020	$	—		—		—		N/A
March 2025 Notes
June 30, 2022 (unaudited)	$	500.0		1,802.2		—		N/A
December 31, 2021	$	—		—		—		N/A
December 31, 2020	$	—		—		—		N/A

(1)	Total amount of each class of senior securities outstanding at the end of the period presented.

(2)

Asset coverage per unit is the ratio of the carrying value of our total assets, less all liabilities excluding indebtedness represented by senior securities in this table, to the aggregate amount of senior securities representing indebtedness. Asset coverage per unit is expressed in terms of dollar amounts per $1,000 of indebtedness and is calculated on a consolidated basis.

(3)	The amount to which such class of senior security would be entitled upon our involuntary liquidation in preference to any security junior to it. The “—” in this column indicates information that the SEC expressly does not require to be disclosed for certain types of senior securities.

(4)	Not applicable because the senior securities are not registered for public trading.

(5)	Facility was terminated in June 2022.

Promissory Note

On October 15, 2020, we as borrower, entered into a Loan Agreement (the “Loan Agreement”) with Owl Rock Feeder FIC ORCIC Debt LLC (“Feeder FIC Debt”), an affiliate of the Adviser, as lender, to enter into revolving promissory notes (the “Promissory Notes”) to borrow up to an aggregate of $50 million from Feeder FIC Debt. The Loan Agreement was subsequently amended on March 31, 2021, August 26, 2021, September 13, 2021, and March 8, 2022, and amended and restated on May 12, 2021. Prior to June 22, 2022, the aggregate amount that could be borrowed under the Loan Agreement was $250 million and the stated maturity date was February 28, 2023.

101

The interest rate on amounts borrowed pursuant to the Promissory Notes after March 8, 2022 is based on the lesser of the rate of interest for a SOFR Loan or an ABR Loan under the Credit Agreement dated as of December 7, 2021, as amended or supplemented from time to time, by and among Blue Owl Finance LLC, as Borrower, Blue Owl Capital Holdings LP and Blue Owl Capital Carry LP as Parent Guarantors, the Subsidiary Guarantors party thereto, Bank of America, N.A., as Syndication Agent, JPMorgan Chase Bank, N.A., Wells Fargo Bank, National Association and Sumitomo Mitsui Banking Corporation, as Co-Documentation Agents and MUFG Bank, Ltd., as Administrative Agent.

The unpaid principal balance of the Revolving Promissory Note and accrued interest thereon was payable by us from time to time at the discretion of us but immediately due and payable upon 120 days written notice by Owl Rock Feeder FIC ORCIC Debt LLC, and in any event due and payable in full no later than February 28, 2023. We intend to use the borrowed funds to, among other things, make investments in portfolio companies consistent with its investment strategies. On June 22, 2022, the Company and Feeder FIC Debt entered into a Termination Agreement (the “Termination Agreement”) pursuant to which the Loan Agreement was terminated. At the time the Termination Agreement was executed, there were no amounts outstanding pursuant to the Loan Agreement or the Promissory Notes.

Revolving Credit Facility

On April 14, 2021, we entered into a Senior Secured Revolving Credit Agreement (as amended through the date hereof, the “Revolver”). The parties to the Facility include us, as Borrower, the lenders from time to time parties thereto (each a “Lender” and collectively, the “Lenders”), the issuing banks from time to time party thereto (each an “Issuing Bank” and collectively, the “Issuing Banks”), Sumitomo Mitsui Banking Corporation as Administrative Agent, Sumitomo Mitsui Banking Corporation and MUFG Union Bank, N.A. as Joint Lead Arrangers, Joint Book Runners and Syndication Agents, and JPMorgan Chase Bank, N.A. and Bank of America, N.A., as Documentation Agents.

On September 29, 2021, we entered into an amendment to the Revolver to among other things, (i) change the rate under the Revolver for borrowings denominated in Sterling from a LIBOR-based rate to daily simple SONIA (Sterling Overnight Index Average) subject to certain adjustments specified in the Revolver and (ii) change the rate under the Revolver for borrowings denominated in Swiss Francs from a LIBOR-based rate to SARON (Swiss Average Rate Overnight) subject to certain adjustments specified in the Revolver. The other material terms of the Revolver were unchanged

On February 28, 2022, we entered into a second amendment to the Revolver to, among other things, (i) increase the aggregate commitments under the Facility to $1.175 billion, (ii) increase the accordion feature, which allows the Company, under certain circumstances, to increase the size of the Facility, to a maximum of $1.3 billion, (iii) change the rate under the Facility for borrowings denominated in U.S. Dollar from a LIBOR-based rate to SOFR (Secured Overnight Financing Rate) subject to certain adjustments specified in the Facility. The other material terms of the Revolver were unchanged.

The Revolver is guaranteed by OR Lending IC LLC, our subsidiary, and will be guaranteed by certain domestic subsidiaries of ours that are formed or acquired by us in the future (collectively, the “Guarantors”). Proceeds of the Revolver may be used for general corporate purposes, including the funding of portfolio investments.

The maximum principal amount of the Revolver is $1.175 billion, subject to availability under the borrowing base, which is based on our portfolio investments and other outstanding indebtedness. Maximum capacity under the Revolver may be increased to $1.3 billion through the exercise by the Borrower of an uncommitted accordion feature through which existing and new lenders may, at their option, agree to provide additional financing. The Revolver is secured by a perfected first-priority interest in substantially all of the portfolio investments held by us and each Guarantor, subject to certain exceptions, and includes a $50,000,000 limit for swingline loans.

102

The availability period under the Revolver will terminate on April 14, 2025 (“Commitment Termination Date”) and the Revolver will mature on April 14, 2026 (“Maturity Date”). During the period from the Commitment Termination Date to the Maturity Date, we will be obligated to make mandatory prepayments under the Revolver out of the proceeds of certain asset sales and other recovery events and equity and debt issuances.

We may borrow amounts in U.S. dollars or certain other permitted currencies. Amounts drawn under the Revolver, will bear interest at either LIBOR plus a margin of 2.00%, or the prime rate plus a margin of 1.00%. We may elect either the LIBOR or prime rate at the time of drawdown, and loans may be converted from one rate to another at any time at our option, subject to certain conditions. Further, the Revolver builds in a hardwired approach for the replacement of LIBOR loans in U.S. dollars. For LIBOR loans in other permitted currencies, the Revolver includes customary fallback mechanics for us and the Administrative Agent to select an alternative benchmark, subject to the negative consent of required Lenders. We will also pay a fee of 0.375% on undrawn amounts under the Revolver.

The Revolver includes customary covenants, including certain limitations on the incurrence by us of additional indebtedness and on our ability to make distributions to its shareholders, or redeem, repurchase or retire shares of stock, upon the occurrence of certain events and certain financial covenants related to asset coverage and liquidity and other maintenance covenants, as well as customary events of default.

SPV Asset Facilities

Certain of our wholly owned subsidiaries are parties to credit facilities (the “SPV Asset Facilities”). Pursuant to the SPV Asset Facilities, we sell and contribute certain investments to these wholly owned subsidiaries pursuant to sale and contribution agreements by and between us and the wholly owned subsidiaries. No gain or loss is recognized as a result of these contributions. Proceeds from the SPV Asset Facilities are used to finance the origination and acquisition of eligible assets by the wholly owned subsidiary, including the purchase of such assets from us. We retain a residual interest in assets contributed to or acquired to the wholly owned subsidiary through our ownership of the wholly owned subsidiary. The SPV Asset Facilities are secured by a perfected first priority security interest in the assets of these wholly owned subsidiaries and on any payments received by such wholly owned subsidiaries in respect of those assets. Assets pledged to lenders under the SPV Asset Facilities will not be available to pay our debts. The SPV Asset Facilities contain customary covenants, including certain limitations on the incurrence by us of additional indebtedness and on our ability to make distributions to our shareholders, or redeem, repurchase or retire shares of stock, upon the occurrence of certain events, and customary events of default (with customary cure and notice provisions).

SPV Asset Facility I

On September 16, 2021 (the “SPV Asset Facility I Closing Date”), Core Income Funding I LLC (“Core Income Funding I”), a Delaware limited liability company and newly formed wholly-owned subsidiary of ours entered into a Credit Agreement (as amended through the date hereof, the “SPV Asset Facility I”), with Core Income Funding I, as borrower, the lenders from time to time parties thereto (the “Lenders”), Natixis, New York Branch, as Administrative Agent, State Street Bank and Trust Company as Collateral Agent and Alter Domus (US) LLC as Document Custodian.

On December 27, 2021, the parties to the SPV Asset Facility I amended certain terms of the facility, including increasing the Total Revolving Commitment under the SPV Asset Facility I from $300 million to $350 million and the Total Term Commitment under the SPV Asset Facility I from $0 to $200 million and adding additional parties as lenders. The following describes the terms of SPV Asset Facility I as amended through December 27, 2021.

From time to time, we expect to sell and contribute certain investments to Core Income Funding I pursuant to a Sale and Contribution Agreement by and between us and Core Income Funding I. No gain or loss will be recognized as a result of the contribution. Proceeds from the SPV Asset Facility I will be used to finance the origination and acquisition of eligible assets by Core Income Funding I, including the purchase of such assets from us. We retain a residual interest in assets contributed to or acquired by Core Income Funding I through its ownership of Core Income Funding I. The maximum principal amount of the Credit Facility is $550 million; the availability of this amount is subject to an overcollateralization ratio test, which is based on the value of Core Income Funding I’s assets from time to time, and satisfaction of certain conditions, including an interest coverage ratio test, certain concentration limits and collateral quality tests.

103

The SPV Asset Facility I provides for the ability to (1) draw term loans and (2) draw and redraw revolving loans under the SPV Asset Facility I for a period of up to two years after the Closing Date unless the revolving commitments are terminated or converted to term loans sooner as provided in the SPV Asset Facility I (the “Commitment Termination Date”). Unless otherwise terminated, the SPV Asset Facility I will mature on September 16, 2031 (the “Stated Maturity”). Prior to the Stated Maturity, proceeds received by Core Income Funding I from principal and interest, dividends, or fees on assets must be used to pay fees, expenses and interest on outstanding borrowings, and the excess may be returned to us, subject to certain conditions. On the Stated Maturity, Core Income Funding I must pay in full all outstanding fees and expenses and all principal and interest on outstanding borrowings, and the excess may be returned to us.

Amounts drawn bear interest at LIBOR (or, in the case of certain lenders that are commercial paper conduits, the lower of their cost of funds and LIBOR plus 0.25%) plus an applicable margin that ranges from 1.55% to 2.15% depending on a ratio of broadly syndicated loans to middle market loans in the collateral. From the Closing Date to the Commitment Termination Date, there is a commitment fee that steps up during the year after the Closing Date from 0.00% to 0.625% per annum on the undrawn amount, if any, of the revolving commitments in the SPV Asset Facility I . The SPV Asset Facility I contains customary covenants, including certain financial maintenance covenants, limitations on the activities of Core Income Funding I, including limitations on incurrence of incremental indebtedness, and customary events of default. The SPV Asset Facility I is secured by a perfected first priority security interest in the assets of Core Income Funding I and on any payments received by Core Income Funding I in respect of those assets. Assets pledged to the Lenders will not be available to pay our debts.

Borrowings of Core Income Funding I are considered our borrowings for purposes of complying with the asset coverage requirements under the Investment Company Act of 1940, as amended.

SPV Asset Facility II

On October 5, 2021, Core Income Funding II LLC (“Core Income Funding II”), a Delaware limited liability company and our newly formed subsidiary entered into a loan and financing and servicing agreement (as amended through the date here of, the “SPV Asset Facility II”), with Core Income Funding II, as borrower, us, as equityholder and service provider, the lenders from time to time parties thereto, Deutsche Bank AG, New York Branch, as Facility Agent, State Street Bank and Trust Company, as collateral agent, and Alter Domus (US) LLC as collateral custodian.

On December 20, 2021, the parties to the SPV Asset Facility II amended certain terms of the facility, including changes related to the elevation of Assigned Participation Interests.

On February 18, 2022, the parties to the SPV Asset Facility II amended certain terms of the facility, including among other changes, reallocating commitments of the lenders under SPV Asset Facility II and converting the benchmark rate of the facility from LIBOR to term SOFR.

From time to time, we expect to sell and contribute certain loan assets to Core Income Funding II pursuant to a Sale and Contribution Agreement by and between us and Core Income Funding II. No gain or loss will be recognized as a result of the contribution. Proceeds from the SPV Asset Facility II will be used to finance the origination and acquisition of eligible assets by Core Income Funding II, including the purchase of such assets from us. We retain a residual interest in assets contributed to or acquired by Core Income Funding II through our ownership of Core Income Funding II. The maximum principal amount of the SPV Asset Facility II is $1 billion; the availability of this amount is subject to the borrowing base, which is determined on the basis of the value and types of Core Income Funding II’s assets from time to time, and satisfaction of certain conditions, including interest spread and weighted average coupon tests, certain concentration limits and collateral quality tests.

The SPV Asset Facility II provides for the ability to borrow, reborrow, repay and prepay advances under the SPV Asset Facility II for a period of up to three years after the Closing Date unless such period is extended or accelerated under the terms of the SPV Asset Facility II (the “Revolving Period”). Unless otherwise extended, accelerated or terminated under the terms of the SPV Asset Facility II, the SPV Asset Facility II will mature on the date that is two years after the last day of the Revolving Period (the “Facility Termination Date”). Prior to the Facility Termination Date, proceeds received by Core Income Funding II from principal and interest, dividends, or fees on assets must be used to pay fees, expenses and interest on outstanding advances, and the excess may be returned to us, subject to certain conditions. On the Facility Termination Date, Core Income Funding II must pay in full all outstanding fees and expenses and all principal and interest on outstanding advances, and the excess may be returned to us.

104

Amounts drawn under the SPV Asset Facility II bear interest at Term SOFR (or, in the case of certain Lenders that are commercial paper conduits, the lower of (a) their cost of funds and (b) Term SOFR, such Term SOFR not to be lower than zero) plus a spread equal to 2.00% per annum, which spread will increase (a) on and after the end of the Revolving Period by 0.15% per annum if no event of default has occurred and (b) by 2.00% per annum upon the occurrence of an event of default (such spread, the “Applicable Margin”). Term SOFR may be replaced as a base rate under certain circumstances. During the Revolving Period, Core Income Funding II will pay an undrawn fee ranging from 0.00% to 0.25% per annum on the undrawn amount, if any, of the revolving commitments in the SPV Asset Facility. During the Revolving Period, if the undrawn commitments are in excess of a certain portion (initially 12.5% and increasing in stages to 25%, 50% and 75%) of the total commitments under the SPV Asset Facility II, Core Income Funding II will also pay a make-whole fee equal to the Applicable Margin multiplied by such excess undrawn commitment amount, reduced by the undrawn fee payable on such excess. Core Income Funding II will also pay Deutsche Bank AG, New York Branch, certain fees (and reimburse certain expenses) in connection with its role as facility agent. The SPV Asset Facility II contains customary covenants, including certain financial maintenance covenants, limitations on the activities of Core Income Funding II, including limitations on incurrence of incremental indebtedness, and customary events of default. The SPV Asset Facility II is secured by a perfected first priority security interest in the assets of Core Income Funding II and on any payments received by Core Income Funding II in respect of those assets. Assets pledged to the Lenders will not be available to pay our debts.

Borrowings of Core Income Funding II are considered our borrowings for purposes of complying with the asset coverage requirements under the Investment Company Act of 1940, as amended.

SPV Asset Facility III

On March 24, 2022 (the “SPV Asset Facility III Closing Date”), Core Income Funding III LLC (“ORCIC III Financing”), a Delaware limited liability company and our newly formed subsidiary entered into a Credit Agreement (the “SPV Asset Facility III”), with ORCIC III Financing, as borrower, the Adviser, as servicer, the lenders from time to time parties thereto, Bank of America, N.A., as administrative agent, State Street Bank and Trust Company, as collateral agent, Alter Domus (US) LLC as collateral custodian and Bank of America, N.A., as sole lead arranger and sole book manager.

From time to time, we expect to sell and contribute certain investments to ORCIC III Financing pursuant to a Sale and Contribution Agreement, dated as of the Closing Date, by and between the Company and ORCIC III Financing. No gain or loss will be recognized as a result of the contribution. Proceeds from the SPV Asset Facility III will be used to finance the origination and acquisition of eligible assets by ORCIC III Financing, including the purchase of such assets from the Company. We retain a residual interest in assets contributed to or acquired by ORCIC III Financing through the Company’s ownership of ORCIC III Financing. The maximum principal amount of the SPV Asset Facility III is $750 million, which can be drawn in multiple currencies subject to certain conditions; the availability of this amount is subject to the borrowing base, which is determined on the basis of the value and types of ORCIC III Financing’s assets from time to time, and satisfaction of certain conditions, including certain portfolio criteria.

The SPV Asset Facility III provides for the ability to draw and redraw revolving loans under the SPV Asset Facility III for a period of up to three years after the Closing Date unless the commitments are terminated sooner as provided in the SPV Asset Facility III (the “SPV Asset Facility III Commitment Termination Date”). Unless otherwise terminated, the SPV Asset Facility III will mature on March 24, 2027 (the “SPV Asset Facility III Stated Maturity”). To the extent the commitments are terminated or permanently reduced during the first two years following the Closing Date, ORCC III Financing may owe a prepayment penalty. Prior to the SPV Asset Facility III Stated Maturity, proceeds received by ORCIC III Financing from principal and interest, dividends, or fees on assets must be used to pay fees, expenses and interest on outstanding borrowings, and the excess may be returned to us, subject to certain conditions. On the SPV Asset Facility III Stated Maturity, ORCIC III Financing must pay in full all outstanding fees and expenses and all principal and interest on outstanding borrowings, and the excess may be returned to us.

Amounts drawn in U.S. dollars are benchmarked to Daily SOFR, amounts drawn in British pounds are benchmarked to SONIA plus an adjustment of 0.11930%, amounts drawn in Canadian dollars are benchmarked to CDOR, and amounts drawn in Euros are benchmarked to EURIBOR, and in each case plus a spread equal to the Applicable Margin. The “Applicable Margin” ranges from 1.60% to 2.10% depending on the composition of the collateral. The SPV Asset Facility III also allows for amounts drawn in U.S. dollars to bear interest at an alternate base rate without a spread.

105

Borrowings of ORCIC III Financing are considered our borrowings for purposes of complying with the asset coverage requirements under the 1940 Act.

SPV Asset Facility IV

On March 16, 2022 (the “SPV Facility IV Closing Date”), Core Income Funding IV LLC (“Core Income Funding IV”), a Delaware limited liability company and our newly formed subsidiary entered into a Credit Agreement (the “SPV Asset Facility IV”), with Core Income Funding IV, as Borrower, the lenders from time to time parties thereto (the “Lenders”), Sumitomo Mitsui Banking Corporation, as Administrative Agent, State Street Bank and Trust Company, as Collateral Agent, Collateral Administrator and Custodian and Alter Domus (US) LLC as Document Custodian.

From time to time, we expect to sell and contribute certain investments to Core Income Funding IV pursuant to a Sale and Contribution Agreement, dated as of the Closing Date, by and between us and Core Income Funding IV. No gain or loss will be recognized as a result of the contribution. Proceeds from the SPV Facility IV will be used to finance the origination and acquisition of eligible assets by Core Income Funding IV, including the purchase of such assets from us. We retain a residual interest in assets contributed to or acquired by Core Income Funding IV through its ownership of Core Income Funding IV. The maximum principal amount of the SPV Facility IV is $500 million; the availability of this amount is subject to an overcollateralization ratio test, which is based on the value of Core Income Funding IV’s assets from time to time, and satisfaction of certain conditions, including an interest coverage ratio test, certain concentration limits and collateral quality tests.

The SPV Facility IV provides for the ability to (1) draw term loans and (2) draw and redraw revolving loans under the SPV Facility IV for a period of up to three years after the Closing Date unless the revolving commitments are terminated or converted to term loans sooner as provided in the SPV Facility IV (the “Commitment Termination Date”). Unless otherwise terminated, the SPV Facility IV will mature on March 16, 2033 (the “Stated Maturity”). Prior to the Stated Maturity, proceeds received by Core Income Funding IV from principal and interest, dividends, or fees on assets must be used to pay fees, expenses and interest on outstanding borrowings, and the excess may be returned to us, subject to certain conditions. On the Stated Maturity, Core Income Funding IV must pay in full all outstanding fees and expenses and all principal and interest on outstanding borrowings, and the excess may be returned to us.

Borrowings of Core Income Funding IV are considered our borrowings for purposes of complying with the asset coverage requirements under the 1940 Act.

Unsecured Notes

September 2026 Notes

On September 21, 2021, we issued $350 million aggregate principal amount of 3.125% notes due 2026 (the “September 2026 Notes”) in a private placement in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and for initial resale to qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A promulgated under the Securities Act. The September 2026 Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration.

106

The September 2026 Notes were issued pursuant to an Indenture dated as of September 23, 2021 (the “Base Indenture”), between us and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as trustee (the “Trustee”), and a First Supplemental Indenture, dated as of September 23, 2021 (the “First Supplemental Indenture” and together with the Base Indenture, the “September 2026 Indenture”), between us and the Trustee. The September 2026 Notes will mature on September 23, 2026 and may be redeemed in whole or in part at our option at any time or from time to time at the redemption prices set forth in the September 2026 Indenture. The September 2026 Notes initially bear interest at a rate of 3.125% per year payable semi-annually on March 23 and September 23 of each year, commencing on March 23, 2022. Concurrent with the issuance of the September 2026 Notes, we entered into a Registration Rights (the “September 2026 Registration Rights Agreement”) Agreement for the benefit of the purchasers of the September 2026 Notes. Pursuant to the September 2026 Registration Rights Agreement, we are obligated to file a registration statement with the SEC with respect to an offer to exchange the September 2026 Notes for a new issue of debt securities registered under the Securities Act with terms substantially identical to those of the September 2026 Notes (except for provisions relating to transfer restrictions and payment of additional interest) and to use our commercially reasonable efforts to consummate such exchange offer on the earliest practicable date after the registration statement has been declared effective but in no event later than 365 days after the initial issuance of the September 2026 Notes. If we fail to satisfy our registration obligations under the September 2026 Registration Rights Agreement, we will be required to pay additional interest to the holders of the September 2026 Notes. The Company filed a registration statement with the SEC and, on July 25, 2022, commenced an offer to exchange the September 2026 Notes for newly issuer registered notes with substantially similar terms. See “ITEM 1. - Notes to Consolidated Financial Statements - Note 12. Subsequent Events.”

The September 2026 Notes are our direct, general unsecured obligations and rank senior in right of payment to all of our future indebtedness or other obligations that are expressly subordinated, or junior, in right of payment to the September 2026 Notes. The September 2026 Notes rank pari passu, or equal, in right of payment with all of our existing and future indebtedness or other obligations that are not so subordinated, or junior. The September 2026 Notes rank effectively subordinated, or junior, to any of the our future secured indebtedness or other obligations (including unsecured indebtedness that we later secure) to the extent of the value of the assets securing such indebtedness. The September 2026 Notes rank structurally subordinated, or junior, to all existing and future indebtedness and other obligations (including trade payables) incurred by our subsidiaries, financing vehicles or similar facilities.

The September 2026 Indenture contains certain covenants, including covenants requiring us to (i) comply with the asset coverage requirements of the 1940 Act, whether or not it is subject to those requirements, and (ii) provide financial information to the holders of the September 2026 Notes and the Trustee if we are no longer subject to the reporting requirements under the Exchange Act. These covenants are subject to important limitations and exceptions that are described in the September 2026 Indenture.

In addition, if a change of control repurchase event, as defined in the September 2026 Indenture, occurs prior to maturity, holders of the September 2026 Notes will have the right, at their option, to require us to repurchase for cash some or all of the September 2026 Notes at a repurchase price equal to 100% of the aggregate principal amount of the September 2026 Notes being repurchased, plus accrued and unpaid interest to, but excluding, the repurchase date.

February 2027 Notes

On February 8, 2022, we issued $500 million aggregate principal amount of 4.70% notes due 2027 (the “February 2027 Notes”) in a private placement in reliance on Section 4(a)(2) of the Securities Act, and for initial resale to qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A promulgated under the Securities Act. The February 2027 Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration.

107

the February 2027 Notes (except for provisions relating to transfer restrictions and payment of additional interest) and to use its commercially reasonable efforts to consummate such exchange offer on the earliest practicable date after the registration statement has been declared effective but in no event later than 365 days after the initial issuance of the February 2027 Notes. If we fail to satisfy its registration obligations under the February 2027 Registration Rights Agreement, we will be required to pay additional interest to the holders of the February 2027 Notes. The Company filed a registration statement with the SEC and, on July 25, 2022, commenced an offer to exchange the February 2027 Notes for newly issuer registered notes with substantially similar terms.

The February 2027 Notes are our direct, general unsecured obligations and will rank senior in right of payment to all of its future indebtedness or other obligations that are expressly subordinated, or junior, in right of payment to the February 2027 Notes. The February 2027 Notes rank pari passu, or equal, in right of payment with all of our existing and future indebtedness or other obligations that are not so subordinated, or junior to the 2027 Notes. The February 2027 Notes rank effectively subordinated, or junior, to any of our future secured indebtedness or other obligations (including unsecured indebtedness that we later secure) to the extent of the value of the assets securing such indebtedness. The February 2027 Notes rank structurally subordinated, or junior, to all existing and future indebtedness and other obligations (including trade payables) incurred by our subsidiaries, financing vehicles or similar facilities.

The February 2027 Indenture contains certain covenants, including covenants requiring us to (i) comply with asset coverage requirements of the 1940 Act, whether or not it is subject to those requirements, and (ii) provide financial information to the holders of the February 2027 Notes and the Trustee if we are no longer subject to the reporting requirements under the Exchange Act. These covenants are subject to important limitations and exceptions that are described in the Indenture. In addition, if a change of control repurchase event, as defined in the February 2027 Indenture, occurs prior to maturity, holders of the February 2027 Notes will have the right, at their option, to require us to repurchase for cash some or all of the February 2027 Notes at a repurchase price equal to 100% of the aggregate principal amount of the Notes being repurchased, plus accrued and unpaid interest to, but excluding, the repurchase date.

March 2025 Notes

On March 29, 2022, we issued $500 million aggregate principal amount of its 5.500% notes due 2025 (the “March 2025 Notes”) in a private placement in reliance on Section 4(a)(2) of the Securities Act, and for initial resale by the Initial Purchasers to persons they reasonably believe to be qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A promulgated under the Securities Act. The March 2025 Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration.

The March 2025 Notes were issued pursuant to the Base Indenture and a Third Supplemental Indenture, dated as of March 29, 2022 (the “Third Supplemental Indenture” and together with the Base Indenture, the “March 2025 Indenture”), between us and the Trustee. The March 2025 Notes will mature on March 21, 2025 and may be redeemed in whole or in part at our option at any time or from time to time at the redemption prices set forth in the March 2025 Indenture. The March 2025 Notes bear interest at a rate of 5.500% per year payable semi-annually on March 21 and September 21 of each year, commencing on September 21, 2022. Concurrent with the issuance of the March 2025 Notes,we in connection with the offering, we entered into a Registration Rights Agreement, dated as of March 29, 2022 (the “March 2025 Registration Rights Agreement”), for the benefit of the purchasers of the March 2025 Notes. Pursuant to the March 2025 Registration Rights Agreement, we are obligated to file with the SEC a registration statement with respect to an offer to exchange the March 2025 Notes for a new issue of debt securities registered under the Securities Act with terms substantially identical to those of the March 2025 Notes (except for provisions relating to transfer restrictions and payment of additional interest) and to use its commercially reasonable efforts to consummate such exchange offer on the earliest practicable date after the registration statement has been declared effective but in no event later than 365 days after the initial issuance of the March 2025 Notes. If we fail to satisfy its registration obligations under the March 2025 Registration Rights Agreement, we will be required to pay additional interest to the holders of the March 2025 Notes. The Company filed a registration statement with the SEC and, on July 25, 2022, commenced an offer to exchange the March 2025 Notes for newly issuer registered notes with substantially similar terms.

The March 2025 Notes are our direct, general unsecured obligations and rank senior in right of payment to all of our future indebtedness or other obligations that are expressly subordinated, or junior, in right of payment to the March 2025 Notes. The March 2025 Notes rank pari passu, or equal, in right of payment with all of our existing and future indebtedness or other obligations that are not so subordinated, or junior to the March 2025 Notes. The March 2025 Notes rank effectively subordinated, or junior, to any of the Company’s future secured indebtedness or other obligations (including unsecured indebtedness that we secures) to the extent of the value of the assets securing such indebtedness. The March 2025 Notes rank structurally subordinated, or junior, to all existing and future indebtedness and other obligations (including trade payables) incurred by our subsidiaries, financing vehicles or similar facilities.

108

The March 2025 Indenture contains certain covenants, including covenants requiring us to (i) comply with Section 18(a)(1)(A) of the 1940 Act, as modified by Section 61(a) of the 1940 Act, for the period of time during which the March 2025 Notes are outstanding, whether or not it is subject to those requirements, and (ii) provide financial information to the holders of the March 2025 Notes and the Trustee if the we are no longer subject to the reporting requirements under the Exchange Act. These covenants are subject to important limitations and exceptions that are described in the March 2025 Indenture. In addition, if a change of control repurchase event, as defined in the March 2025 Indenture, occurs prior to maturity, holders of the March 2025 Notes will have the right, at their option, to require us to repurchase for cash some or all of the March 2025 Notes at a repurchase price equal to 100% of the aggregate principal amount of the March 2025 Notes being repurchased, plus accrued and unpaid interest to, but excluding, the repurchase date.

Off-Balance Sheet Arrangements

Portfolio Company Commitments

From time to time, we may enter into commitments to fund investments. As of June 30, 2022 and December 31, 2021, we had the following outstanding commitments to fund investments in current portfolio companies:


Portfolio Company	Investment	June 30, 2022		December 31, 2021
($ in thousands)
ABB/Con-cise Optical Group LLC	First lien senior secured revolving loan	$	480	$	—
ACR Group Borrower, LLC	First lien senior secured revolving loan		25		875
Alera Group, Inc.	First lien senior secured delayed draw term loan		790		47,273
Alera Group, Inc.	First lien senior secured delayed draw term loan		33,654		—
Anaplan, Inc.	First lien senior secured revolving loan		16,528		—
Apex Group Treasury, LLC	Second lien senior secured delayed draw term loan		6,618		6,618
Apex Service Partners, LLC	First lien senior secured delayed draw term loan		49,383		—
Apex Service Partners, LLC	First lien senior secured revolving loan		3,680		—
Appfire Technologies, LLC	First lien senior secured delayed draw term loan		18,367		—
Appfire Technologies, LLC	First lien senior secured revolving loan		1,539		—
Armstrong Bidco Ltd. (dba The Access Group)	First lien senior secured delayed draw term loan		16,836		—
Ascend Buyer, LLC (dba PPC Flexible Packaging)	First lien senior secured revolving loan		4,425		4,255
Associations, Inc.	First lien senior secured revolving loan		4,829		4,829
Associations, Inc.	First lien senior secured delayed draw term loan		65,207		—
Athenahealth Group Inc.	First lien senior secured delayed draw term loan		6,522		—
AxiomSL Group, Inc.	First lien senior secured revolving loan		2,591		2,591
AxiomSL Group, Inc.	First lien senior secured delayed draw term loan		2,145		2,145
Bayshore Intermediate #2, L.P. (dba Boomi)	First lien senior secured revolving loan		1,593		1,593
BCPE Osprey Buyer, Inc. (dba PartsSource)	First lien senior secured delayed draw term loan		31,034		31,034
BCPE Osprey Buyer, Inc. (dba PartsSource)	First lien senior secured revolving loan		4,655		4,655
BCTO BSI Buyer, Inc. (dba Buildertrend)	First lien senior secured revolving loan		36		47
Brightway Holdings, LLC	First lien senior secured revolving loan		2,105		2,105

109


Portfolio Company	Investment	June 30, 2022		December 31, 2021
BW Holding, Inc.	First lien senior secured delayed draw term loan		—		4,184
Canadian Hospital Specialties Ltd	First lien senior secured delayed draw term loan		669		939
Canadian Hospital Specialties Ltd	First lien senior secured revolving loan		154		388
CFS Brands, LLC	First lien senior secured delayed draw term loan		11,344		—
CivicPlus, LLC	First lien senior secured delayed draw term loan		—		4,400
CivicPlus, LLC	First lien senior secured revolving loan		2,244		880
Community Brands ParentCo, LLC	First lien senior secured delayed draw term loan		3,750		—
Community Brands ParentCo, LLC	First lien senior secured revolving loan		1,875		—
CSC MKG Topco LLC. (dba Medical Knowledge Group)	First lien senior secured revolving loan		12,921		—
Denali BuyerCo, LLC (dba Summit Companies)	First lien senior secured delayed draw term loan		24,276		20,519
Denali BuyerCo, LLC (dba Summit Companies)	First lien senior secured revolving loan		7,306		7,407
Dermatology Intermediate Holdings III, Inc	First lien senior secured delayed draw term loan		3,646		—
Diamondback Acquisition, Inc. (dba Sphera)	First lien senior secured delayed draw term loan		9,553		9,553
Dodge Data & Analytics LLC	First lien senior secured revolving loan		—		125
EET Buyer, Inc. (dba e-Emphasys)	First lien senior secured revolving loan		1,955		1,955
Entertainment Benefits Group, LLC	First lien senior secured revolving loan		11,600		—
Evolution BuyerCo, Inc. (dba SIAA)	First lien senior secured delayed draw term loan		10,605		10,605
Evolution BuyerCo, Inc. (dba SIAA)	First lien senior secured revolving loan		676		676
Fortis Solutions Group, LLC	First lien senior secured delayed draw term loan		6,409		19,678
Fortis Solutions Group, LLC	First lien senior secured revolving loan		6,297		6,747
Fullsteam Operations, LLC	First lien senior secured delayed draw term loan		66,257		—
Gaylord Chemical Company, L.L.C.	First lien senior secured revolving loan		791		791
Gaylord Chemical Company, L.L.C.	First lien senior secured revolving loan		3,182		3,182
GI Ranger Intermediate, LLC (dba Rectangle Health)	First lien senior secured delayed draw term loan		—		2,789
GI Ranger Intermediate, LLC (dba Rectangle Health)	First lien senior secured delayed draw term loan		10,000		—
GI Ranger Intermediate, LLC (dba Rectangle Health)	First lien senior secured revolving loan		1,506		1,673
Global Music Rights, LLC	First lien senior secured revolving loan		7,500		7,500
GovBrands Intermediate, Inc.	First lien senior secured delayed draw term loan		870		870
GovBrands Intermediate, Inc.	First lien senior secured revolving loan		881		881
Granicus, Inc.	First lien senior secured revolving loan		161		161
Granicus, Inc.	First lien senior secured delayed draw term loan		136		136
GS Acquisitionco, Inc. (dba insightsoftware)	First lien senior secured delayed draw term loan		2,808		5,081
Guidehouse Inc.	First lien senior secured revolving loan		—		7,018
Hercules Borrower, LLC (dba The Vincit Group)	First lien senior secured revolving loan		85		96
Hercules Borrower, LLC (dba The Vincit Group)	First lien senior secured delayed draw term loan		11,964		20,239

110


Portfolio Company	Investment	June 30, 2022		December 31, 2021
Hissho Sushi Merger Sub LLC	First lien senior secured revolving loan		6,705		—
IMO Investor Holdings, Inc.	First lien senior secured delayed draw term loan		4,963		—
IMO Investor Holdings, Inc.	First lien senior secured revolving loan		2,234		—
IG Investments Holdings, LLC (dba Insight Global)	First lien senior secured revolving loan		2,619		1,806
Indigo Buyer, Inc. (dba Inovar Packaging Group)	First lien senior secured delayed draw term loan		31,750		—
Indigo Buyer, Inc. (dba Inovar Packaging Group)	First lien senior secured revolving loan		10,583		—
Individual Foodservice Holdings, LLC	First lien senior secured delayed draw term loan		33,169		—
Individual Foodservice Holdings, LLC	First lien senior secured delayed draw term loan		—		14,861
Individual Foodservice Holdings, LLC	First lien senior secured delayed draw term loan		—		29
Individual Foodservice Holdings, LLC	First lien senior secured delayed draw term loan		9,822		—
Individual Foodservice Holdings, LLC	First lien senior secured revolving loan		83		80
Inovalon Holdings, Inc.	First lien senior secured delayed draw term loan		8,469		8,469
Intelerad Medical Systems Inc.	First lien senior secured revolving loan		401		401
Interoperability Bidco, Inc. (dba Lyniate)	First lien senior secured revolving loan		3,478		—
Kaseya Inc.	First lien senior secured delayed draw term loan		4,342		—
Kaseya Inc.	First lien senior secured revolving loan		4,342		—
KBP Brands, LLC	First lien senior secured delayed draw term loan		3,416		—
KPSKY Acquisition, Inc. (dba BluSky)	First lien senior secured delayed draw term loan		19,000		—
KPSKY Acquisition, Inc. (dba BluSky)	First lien senior secured delayed draw term loan		525		4,372
KWOR Acquisition, Inc. (dba Alacrity Solutions)	First lien senior secured delayed draw term loan		8,748		—
KWOR Acquisition, Inc. (dba Alacrity Solutions)	First lien senior secured revolving loan		2,954		3,073
Lignetics Investment Corp.	First lien senior secured delayed draw term loan		9,559		9,559
Lignetics Investment Corp.	First lien senior secured revolving loan		956		9,559
Mario Purchaser, LLC (dba Len the Plumber)	First lien senior secured delayed draw term loan		40,190		—
Mario Purchaser, LLC (dba Len the Plumber)	First lien senior secured revolving loan		8,038		—
Medline Borrower, LP	First lien senior secured revolving loan		2,020		2,020
MHE Intermediate Holdings, LLC (dba OnPoint Group)	First lien senior secured delayed draw term loan		28,558		—
MHE Intermediate Holdings, LLC (dba OnPoint Group)	First lien senior secured delayed draw term loan		—		2,264
MHE Intermediate Holdings, LLC (dba OnPoint Group)	First lien senior secured revolving loan		3,571		3,571
Milan Laser Holdings LLC	First lien senior secured revolving loan		1,765		1,765
Ministry Brands Holdings, LLC.	First lien senior secured delayed draw term loan		15,819		15,819
Ministry Brands Holdings, LLC.	First lien senior secured revolving loan		4,746		4,746
Mitnick Corporate Purchaser, Inc.,	First lien senior secured revolving loan		9,375		—
Natural Partners, LLC	First lien senior secured revolving loan		5,063		—
NMI Acquisitionco, Inc. (dba Network Merchants)	First lien senior secured revolving loan		558		558

111


Portfolio Company	Investment	June 30, 2022		December 31, 2021
NMI Acquisitionco, Inc. (dba Network Merchants)	First lien senior secured delayed draw term loan		1,375		1,375
Notorious Topco, LLC (dba Beauty Industry Group)	First lien senior secured delayed draw term loan		8,803		8,803
Notorious Topco, LLC (dba Beauty Industry Group)	First lien senior secured revolving loan		2,993		4,401
OAC Holdings I Corp. (dba Omega Holdings)	First lien senior secured revolving loan		551		—
OB Hospitalist Group, Inc.	First lien senior secured revolving loan		7,140		7,140
Ole Smoky Distillery, LLC	First lien senior secured revolving loan		3,302		—
Patriot Acquisition TopCo S.A.R.L (dba Corza Health, Inc.)	First lien senior secured revolving loan		88		88
Pediatric Associates Holding Company, LLC	First lien senior secured delayed draw term loan		1,776		—
Peter C. Foy & Associated Insurance Services, LLC	First lien senior secured delayed draw term loan		69,643		—
Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services)	First lien senior secured delayed draw term loan		—		3,627
Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services)	First lien senior secured delayed draw term loan		8,000		—
Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services)	First lien senior secured revolving loan		2,570		2,570
Plasma Buyer LLC (dba Pathgroup)	First lien senior secured delayed draw term loan		28,553		—
Plasma Buyer LLC (dba Pathgroup)	First lien senior secured revolving loan		12,237		—
Pluralsight, LLC	First lien senior secured revolving loan		392		392
Pro Mach Group, Inc.	First lien senior secured delayed draw term loan		2,404		—
QAD Inc.	First lien senior secured revolving loan		6,000		6,000
Quva Pharma, Inc.	First lien senior secured revolving loan		218		455
Refresh Parent Holdings, Inc.	First lien senior secured delayed draw term loan		—		11
Refresh Parent Holdings, Inc.	First lien senior secured delayed draw term loan		—		10,667
Refresh Parent Holdings, Inc.	First lien senior secured revolving loan		—		92
Relativity ODA LLC	First lien senior secured revolving loan		435		435
Securonix, Inc.	First lien senior secured revolving loan		5,339		—
Simplisafe Holding Corporation	First lien senior secured delayed draw term loan		16,049		—
Smarsh Inc.	First lien senior secured delayed draw term loan		20,762		—
Smarsh Inc.	First lien senior secured revolving loan		5,190		—
Southern Air & Heat Holdings, LLC	First lien senior secured delayed draw term loan		850		1,052
Southern Air & Heat Holdings, LLC	First lien senior secured revolving loan		203		282
Sovos Compliance, LLC	First lien senior secured delayed draw term loan		—		1,104
SWK BUYER, Inc. (dba Stonewall Kitchen)	First lien senior secured revolving loan		1,953		—
SWK BUYER, Inc. (dba Stonewall Kitchen)	First lien senior secured delayed draw term loan		13,947		—
Tahoe Finco, LLC	First lien senior secured revolving loan		6,279		6,279
Tamarack Intermediate, L.L.C. (dba Verisk 3E)	First lien senior secured revolving loan		5,336		—
TC Holdings, LLC (dba TrialCard)	First lien senior secured revolving loan		7,768		—
Tempo Buyer Corp. (dba Global Claims Services)	First lien senior secured delayed draw term loan		10,317		10,317

112


Portfolio Company	Investment	June 30, 2022		December 31, 2021
Tempo Buyer Corp. (dba Global Claims Services)	First lien senior secured revolving loan		4,952		5,159
The Shade Store, LLC	First lien senior secured revolving loan		3,409		6,818
Thunder Purchaser, Inc. (dba Vector Solutions)	First lien senior secured revolving loan		470		714
Thunder Purchaser, Inc. (dba Vector Solutions)	First lien senior secured delayed draw term loan		2,041		2,041
Troon Golf, L.L.C.	First lien senior secured delayed draw term loan		30,000		—
Troon Golf, L.L.C.	First lien senior secured revolving loan		7,207		7,207
Ultimate Baked Goods Midco, LLC	First lien senior secured revolving loan		800		950
Unified Women’s Healthcare, LP	First lien senior secured delayed draw term loan		5,075		—
Unified Women’s Healthcare, LP	First lien senior secured revolving loan		8,120		—
USRP Holdings, Inc. (dba U.S. Retirement and Benefits Partners)	First lien senior secured revolving loan		1,096		1,078
Velocity HoldCo III Inc. (dba VelocityEHS)	First lien senior secured revolving loan		142		142
When I Work, Inc.	First lien senior secured revolving loan		4,164		4,164
Total Unfunded Portfolio Company Commitments		$	1,100,236	$	422,808

We maintain sufficient borrowing capacity to cover outstanding unfunded portfolio company commitments that we may be required to fund. We seek to carefully consider our unfunded portfolio company commitments for the purpose of planning our ongoing financial leverage. Further, we maintain sufficient borrowing capacity within the 150% asset coverage limitation to cover any outstanding portfolio company unfunded commitments we are required to fund.

Organizational and Offering Costs

The Adviser has incurred organization and offering costs on behalf of us in the amount of $2.7 million for the period from April 22, 2020 (Inception) to June 30, 2022, of which $2.7 million has been charged to us pursuant to the Investment Advisory Agreement. Under the Investment Advisory Agreement and Administration Agreement, the Adviser is entitled to receive up to 1.5% of gross offering proceeds raised in our continuous public offering until all organization and offering costs paid by the Adviser have been recovered.

The Adviser has incurred organization and offering costs on behalf of us in the amount of $2.7 million for the period from April 22, 2020 (Inception) to December 31, 2021, of which $2.7 million has been charged to us pursuant to the Investment Advisory Agreement. See Note 3. Agreements and Related Party Transactions - Investment Advisory Agreement.

Other Commitments and Contingencies

From time to time, we may become a party to certain legal proceedings incidental to the normal course of our business. As of June 30, 2022, management was not aware of any pending or threatened litigation.

113

Contractual Obligations

A summary of our contractual payment obligations under our credit facilities and notes as of June 30, 2022, is as follows:


($ in thousands)	Total		Less than 1 year		1-3 Years		3-5 Years		After 5 years
Revolving Credit Facility	$	935,398	$	—	$	—	$	935,398	$	—
SPV Asset Facility I		549,782		—		—		—		549,782
SPV Asset Facility II		1,198,000		—		—		1,198,000		—
SPV Asset Facility III		205,000		—		—		205,000		—
SPV Asset Facility IV		465,000		—		—		—		465,000
September 2026 Notes		500,000		—		—		500,000		—
February 2027 Notes		350,000		—		—		350,000		—
March 2025 Notes		500,000		—		500,000		—		—

Total Contractual Obligations	$	4,703,180	$	—	$	500,000	$	3,188,398	$	1,014,782

Related Party Transactions

We have entered into a number of business relationships with affiliated or related parties, including the following:

•

the Investment Advisory Agreement;

•

the Administration Agreement;

•

the Expense Support Agreement;

•

the Dealer Manager Agreement; and

•

the License Agreement.

In addition to the aforementioned agreements, we rely on exemptive relief that has been granted to our Adviser and certain affiliates to co-invest with other funds managed by the Adviser or its Affiliates, in a manner consistent with our investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors. See “ITEM 1. – Notes to Consolidated Financial Statements – Note 3. Agreements and Related Party Transactions” for further details.

Our Board has authorized us to enter into a series of Promissory Notes with an affiliate of our Adviser to borrow up to $250 million. See “ITEM 1. – Notes to Consolidated Financial Statements – Note. 6 Debt” for further details.

Critical Accounting Policies

The preparation of the consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets, and any other parameters used in determining such estimates could cause actual results to differ. Our critical accounting policies should be read in connection with our risk factors as disclosed in our Form 10-K for the fiscal year ended December 31, 2021 and described in “ITEM 1A. – RISK FACTORS.”

Investments at Fair Value

Investment transactions are recorded on the trade date. Realized gains or losses are measured by the difference between the net proceeds received (excluding prepayment fees, if any) and the amortized cost basis of the investment using the specific identification method without regard to unrealized gains or losses previously recognized, and include investments charged off during the period, net of recoveries. The net change in unrealized gains or losses primarily reflects the change in investment values, including the reversal of previously recorded unrealized gains or losses with respect to investments realized during the period.

Investments for which market quotations are readily available are typically valued at the bid price of those market quotations. To validate market quotations, we utilize a number of factors to determine if the quotations are representative of fair value, including the source and number of the quotations. Debt and equity securities that are not publicly traded or whose market prices are not readily available, as is the case for substantially all of our investments, are valued at fair value as determined in good faith by our Board, based on, among other things, the input of the Adviser, our audit committee and independent third-party valuation firm(s) engaged at the direction of the Board.

114

As part of the valuation process, the Board takes into account relevant factors in determining the fair value of our investments, including: the estimated enterprise value of a portfolio company (i.e., the total fair value of the portfolio company’s debt and equity), the nature and realizable value of any collateral, the portfolio company’s ability to make payments based on its earnings and cash flow, the markets in which the portfolio company does business, a comparison of the portfolio company’s securities to any similar publicly traded securities, and overall changes in the interest rate environment and the credit markets that may affect the price at which similar investments may be made in the future. When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, the Board considers whether the pricing indicated by the external event corroborates its valuation.

The Board undertakes a multi-step valuation process, which includes, among other procedures, the following:

•

With respect to investments for which market quotations are readily available, those investments will typically be valued at the bid price of those market quotations;

•

Preliminary valuation conclusions are documented and discussed with the Adviser’s valuation committee. Agreed upon valuation recommendations are presented to the Audit Committee;

•

The Audit Committee reviews the valuations recommendations and recommends values for each investment to the Board; and

•

The Board reviews the recommended valuations and determines the fair value of each investment.

We conduct this valuation process on a quarterly basis.

We apply Financial Accounting Standards Board Accounting Standards Codification 820, Fair Value Measurements (“ASC 820”), as amended, which establishes a framework for measuring fair value in accordance with U.S. GAAP and required disclosures of fair value measurements. ASC 820 determines fair value to be the price that would be received for an investment in a current sale, which assumes an orderly transaction between market participants on the measurement date. Market participants are defined as buyers and sellers in the principal or most advantageous market (which may be a hypothetical market) that are independent, knowledgeable, and willing and able to transact. In accordance with ASC 820, we consider its principal market to be the market that has the greatest volume and level of activity. ASC 820 specifies a fair value hierarchy that prioritizes and ranks the level of observability of inputs used in determination of fair value. In accordance with ASC 820, these levels are summarized below:

•

Level 1 – Valuations based on quoted prices in active markets for identical assets or liabilities that we have the ability to access.

•

Level 2 – Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

•

Level 3 – Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

Transfers between levels, if any, are recognized at the beginning of the period in which the transfer occurred. In addition to using the above inputs in investment valuations, we apply the valuation policy approved by our Board that is consistent with ASC 820. Consistent with the valuation policy, we evaluate the source of the inputs, including any markets in which our investments are trading (or any markets in which securities with similar attributes are trading), in determining fair value. When an investment is valued based on prices provided by reputable dealers or pricing services (that is, broker quotes), we subject those prices to various criteria in making the determination as to whether a particular investment would qualify for treatment as a Level 2 or Level 3 investment. For example, we, or the independent valuation firm(s), review pricing support provided by dealers or pricing services in order to determine if observable market information is being used, versus unobservable inputs.

Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may fluctuate from period to period. Additionally, the fair value of such investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values that may ultimately be realized. Further, such investments are generally less liquid than publicly traded securities and may be subject to contractual and other restrictions on resale. If we were required to liquidate a portfolio investment in a forced or liquidation sale, we could realize amounts that are different from the amounts presented and such differences could be material.

115

Interest and Dividend Income Recognition

Interest income is recorded on the accrual basis and includes accretion and amortization of discounts or premiums. Certain investments may have contractual payment-in-kind (“PIK”) interest or dividends. PIK interest represents accrued interest that is added to the principal amount of the investment on the respective interest payment dates rather than being paid in cash and generally becomes due at maturity. PIK dividends represent accrued dividends that are added to the shares held of the equity investment on the respective interest payment dates rather than being paid in cash and generally becomes due at a certain trigger date. For the three months ended June 30, 2022, PIK interest income earned was $7.2 million, representing 5.6% of total investment income. For the six months ended June 30, 2022, PIK interest earned was $12.2 million, representing 6.1% of total investment income. For the three and six months ended June 30, 2021, PIK interest income earned was less than 5% of total investment income. Discounts and premiums to par value on securities purchased are accreted or amortized into interest income over the contractual life of the respective security using the effective yield method. The amortized cost of investments represents the original cost adjusted for the amortization or accretion of premiums or discounts, if any. Upon prepayment of a loan or debt security, any prepayment premiums, unamortized upfront loan origination fees and unamortized discounts are recorded as interest income in the current period.

Distributions

We have elected to be treated for U.S. federal income tax purposes, and intend to continue to qualify annually as a RIC under Subchapter M of the Code. To obtain and maintain our tax treatment as a RIC, we must distribute (or be deemed to distribute) in each taxable year distributions for tax purposes equal to at least 90 percent of the sum of our:

•

investment company taxable income (which is generally our ordinary income plus the excess of realized short-term capital gains over realized net long-term capital losses), determined without regard to the deduction for dividends paid, for such taxable year; and

•

net tax-exempt interest income (which is the excess of our gross tax exempt interest income over certain disallowed deductions) for such taxable year.

As a RIC, we (but not our shareholders) generally will not be subject to U.S. federal tax on investment company taxable income and net capital gains that we distribute to our shareholders.

We intend to distribute annually all or substantially all of such income. To the extent that we retain our net capital gains or any investment company taxable income, we generally will be subject to corporate-level U.S. federal income tax. We can be expected to carry forward our net capital gains or any investment company taxable income in excess of current year dividend distributions, and pay the U.S. federal excise tax as described below.

116

Amounts not distributed on a timely basis in accordance with a calendar year distribution requirement are subject to a nondeductible 4% U.S. federal excise tax payable by us. We may be subject to a nondeductible 4% U.S. federal excise tax if we do not distribute (or are treated as distributing) during each calendar year an amount at least equal to the sum of:

•

98% of our net ordinary income excluding certain ordinary gains or losses for that calendar year;

•

98.2% of our capital gain net income, adjusted for certain ordinary gains and losses, recognized for the twelve-month period ending on October 31 of that calendar year; and

•

100% of any income or gains recognized, but not distributed, in preceding years.

While we intend to distribute any income and capital gains in the manner necessary to minimize imposition of the 4% U.S. federal excise tax, sufficient amounts of our taxable income and capital gains may not be distributed and as a result, in such cases, the excise tax will be imposed. In such an event, we will be liable for this tax only on the amount by which we do not meet the foregoing distribution requirement.

We intend to pay monthly distributions to our shareholders out of assets legally available for distribution. All distributions will be paid at the discretion of our Board and will depend on our earnings, financial condition, maintenance of our tax treatment as a RIC, compliance with applicable BDC regulations and such other factors as our Board may deem relevant from time to time.

To the extent our current taxable earnings for a year fall below the total amount of our distributions for that year, a portion of those distributions may be deemed a return of capital to our shareholders for U.S. federal income tax purposes. Thus, the source of a distribution to our shareholders may be the original capital invested by the shareholder rather than our income or gains. Shareholders should read written disclosure carefully and should not assume that the source of any distribution is our ordinary income or gains.

With respect to distributions we have adopted a distribution reinvestment plan pursuant to which shareholders (except for residents of Alabama, Arkansas, Idaho, Kansas, Kentucky, Maine, Maryland, Massachusetts, Nebraska, New Jersey, Oklahoma, Oregon, Vermont and Washington and clients of participating broker-dealers that do not permit automatic enrollment in the distribution reinvestment plan) will have their cash distributions automatically reinvested in additional shares of the Company’s same class of common stock to which the distribution relates unless they elect to receive their distributions in cash. We expect to use newly issued shares to implement the distribution reinvestment plan. Shareholders who receive distributions in the form of shares of common stock will be subject to the same U.S. federal, state and local tax consequences as if they received cash distributions.

Income Taxes

We have elected to be treated as a BDC under the 1940 Act. We also have elected to be treated as a RIC under the Code beginning with our taxable year ended December 31, 2020, and intend to qualify for tax treatment as a RIC. As a RIC, we generally will not pay corporate-level U.S. federal income taxes on any ordinary income or capital gains that we distribute at least annually to our shareholders as distributions. Rather, any tax liability related to income earned and distributed by us represents obligations of our investors and will not be reflected in our consolidated financial statements.

To qualify as a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements. In addition, to qualify for RIC tax treatment, we must distribute to our shareholders, for each taxable year, at least 90% of our “investment company taxable income” for that year, which is generally our ordinary income plus the excess of our realized net short- term capital gains over our realized net long-term capital losses. In order for us to not be subject to U.S. federal excise taxes, we must distribute annually an amount at least equal to the sum of (i) 98% of our net ordinary income (taking into account certain deferrals and elections) for the calendar year, (ii) 98.2% of our capital gains in excess of capital losses for the one-year period ending on October 31 of the calendar year and (iii) any net ordinary income and capital gains in excess of capital losses for preceding years that were not distributed during such years. We, at our discretion, may carry forward taxable income in excess of calendar year dividends and pay a 4% nondeductible U.S. excise tax on this income.

We evaluate tax positions taken or expected to be taken in the course of preparing our consolidated financial statements to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions not deemed to meet the “more-likely-than-not” threshold are reserved and recorded as a tax benefit or expense in the current year. All penalties and interest associated with income taxes are included in income tax expense. Conclusions regarding tax positions are subject to review and may be adjusted at a later date based on factors including, but not limited to, on-going analyses of tax laws, regulations and interpretations thereof. There were no material uncertain tax positions through December 31, 2021. The 2020 tax year remains subject to examination by U.S. federal, state and local tax authorities.

117

Recent Developments

Amendment to SPV Asset Facility II

Declaration of Special Distributions

On July 14, 2022, our Board of Directors declared special distributions to our stockholders. These distributions are in addition to those previously declared and announced. These additional distributions, each in the amount of $0.0025000 per share, are payable on August 31, 2022 and September 30, 2022 to shareholders of records of July 31, 2022 and August 31, 2022.

Commencement of Exchange Offer

On July 25, 2022, we commenced an offer to exchange each of the September 2026 Notes, the February 2027 Notes, and the March 2025 Notes for newly issued registered notes with substantially similar terms.

Amended and Restated Revolving Credit Facility

On August 11, 2022, we entered into an Amended and Restated Senior Secured Revolving Credit Agreement (the “A&R Revolver”), which amends and restates the Revolver in its entirety. The parties to the A&R Revolver include the us, as Borrower, the lenders from time to time parties thereto and Sumitomo Mitsui Banking Corporation as Administrative Agent. The A&R Revolver provides for among other things, (a) an upsize of the aggregate principal amount of the revolving credit commitments under the A&R Revolver from $1.175 billion to $1.550 billion, (b) an upsize of the accordion feature, subject to the satisfaction of various conditions, which could bring total commitments under the A&R Revolver from up to $1.300 billion to up to $2.325 billion, (c) an upsize of the swingline subfacility from $50 million to $200 million, (d) an extension of the revolver availability period from April 2025 to August 2026, (e) an extension of the scheduled maturity date from April 2026 to August 2027, (f) the removal of all maintenance financial covenants other than the minimum shareholders’ equity test and the asset coverage ratio test and (g) a reset of the minimum shareholders’ equity test.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are subject to financial market risks, including valuation risk and interest rate risk.

Valuation Risk

We have invested, and plan to continue to invest, primarily in illiquid debt and equity securities of private companies. Most of our investments will not have a readily available market price, and we value these investments at fair value as determined in good faith by our Board, based on, among other things, the input of the Adviser, our Audit Committee and independent third-party valuation firm(s) engaged at the direction of the Board, and in accordance with our valuation policy. There is no single standard for determining fair value. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each portfolio investment while employing a consistently applied valuation process for the types of investments we make. If we were required to liquidate a portfolio investment in a forced or liquidation sale, we may realize amounts that are different from the amounts presented and such differences could be material.

Interest Rate Risk

Interest rate sensitivity refers to the change in earnings that may result from changes in the level of interest rates. We intend to fund portions of our investments with borrowings, and at such time, our net investment income will be affected by the difference between the rate at which we invest and the rate at which we borrow. Accordingly, we cannot assure you that a significant change in market interest rates will not have a material adverse effect on our net investment income.

In a prolonged low interest rate environment, the difference between the total interest income earned on interest earning assets and the total interest expense incurred on interest bearing liabilities may be compressed, reducing our net income and potentially adversely affecting our operating results. Conversely, in a rising interest rate environment, such difference could potentially increase thereby increasing our net income as indicated per the table below.

As of June 30, 2022, 98.8% of our debt investments based on fair value were at floating rates. Additionally, the weighted average LIBOR floor, based on fair value, of our debt investments was 0.7%.

118

Based on our Consolidated Statements of Assets and Liabilities as of June 30, 2022, the following table shows the annualized impact on net income of hypothetical base rate changes in interest rates on our debt investments (considering interest rate floors for floating rate instruments) assuming each floating rate investment is subject to 3-month reference rate election and there are no changes in our investment and borrowing structure.


($ in millions)	Interest Income			Interest Expense			Net Income⁽¹⁾
Up 300 basis points	$	244.6		$	(100.6	)	$	144.0
Up 200 basis points	$	163.1		$	(67.1	)	$	96.0
Up 100 basis points	$	81.5		$	(33.5	)	$	48.0
Up 50 basis points	$	40.8		$	(16.8	)	$	24.0
Down 50 basis points	$	(40.5	)	$	16.8		$	(23.7	)
Down 100 basis points	$	(81.0	)	$	33.5		$	(47.4	)

(1)	Excludes the impact of income based fees. See Note 3 of our consolidated financial statements for more information on the income based fees.

We may in the future hedge against interest rate fluctuations by using hedging instruments such as additional interest rate swaps, futures, options, and forward contracts. While hedging activities may mitigate our exposure to adverse fluctuations in interest rates, certain hedging transactions that we may enter into in the future, such as interest rate swap agreements, may also limit our ability to participate in the benefits of lower interest rates with respect to our portfolio investments.

Currency Risk

From time to time, we may make investments that are denominated in a foreign currency. These investments are translated into U.S. dollars at each balance sheet date, exposing us to movements in foreign exchange rates. We may employ hedging techniques to minimize these risks, but we cannot assure you that such strategies will be effective or without risk to us. We may seek to utilize instruments such as, but not limited to, forward contracts to seek to hedge against fluctuations in the relative values of our portfolio positions from changes in currency exchange rates.

Inflation and Supply Chain Risk

Economic activity has continued to accelerate across sectors and regions. Nevertheless, due to global supply chain issues, geopolitical events, a rise in energy prices and strong consumer demand as economies continue to reopen, inflation has increased in the U.S. and globally. Inflation is likely to continue in the near to medium-term, particularly in the U.S., and monetary policy has tightened in response. Persistent inflationary pressures could affect our portfolio companies profit margins.

Item 4. Controls and Procedures

(a)

Evaluation of Disclosure Controls and Procedures

In accordance with Rules 13a-15(b) and 15d-15(b) of the Exchange Act, as amended, we, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q and determined that our disclosure controls and procedures are effective as of the end of the period covered by the Quarterly Report on Form 10-Q.

(b)

Changes in Internal Controls Over Financial Reporting

There have been no changes in our internal controls over financial reporting that occurred during the quarter ended June 30, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

119

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

We are not currently subject to any material legal proceedings, nor, to our knowledge, are any material legal proceeding threatened against us. From time to time, we may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies. Our business is also subject to extensive regulation, which may result in regulatory proceedings against us. While the outcome of any such future legal or regulatory proceedings cannot be predicted with certainty, we do not expect that any such future proceedings will have a material effect upon our financial condition or results of operations.

Item 1A. Risk Factors.

In addition to the other information set forth in this report, you should carefully consider the risk factors discussed in Part I, “ITEM 1A. RISK FACTORS” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, and in our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2022, which could materially affect our business, financial condition and/or operating results. The risks described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and in our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2022 are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition and/or operating results.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Other than the shares issued pursuant to our dividend reinvestment plan, we did not sell any unregistered equity securities, except as previously disclosed in certain 8-Ks filed with the SEC. In order to satisfy the reinvestment portion of our dividends for the six months ended June 30, 2022, we issued the following shares of common stock to stockholders of record on the dates noted below who did not opt out of our dividend reinvestment plan. These issuances were not subject to the registration requirements of the Securities Act.


Date of Issuance	Record Date	Number of Shares		Purchase Price		Share Class
January 27, 2022	December 31, 2021		101,113	$	9.33	Class S
January 27, 2022	December 31, 2021		39,372	$	9.34	Class D
January 27, 2022	December 31, 2021		158,463	$	9.34	Class I
February 23, 2022	January 31, 2022		129,805	$	9.33	Class S
February 23, 2022	January 31, 2022		44,790	$	9.33	Class D
February 23, 2022	January 31, 2022		217,387	$	9.34	Class I
March 24, 2022	February 28, 2022		159,152	$	9.27	Class S
March 24, 2022	February 28, 2022		72,910	$	9.27	Class D
March 24, 2022	February 28, 2022		251,493	$	9.28	Class I
April 25, 2022	March 31, 2022		187,121	$	9.24	Class S
April 25, 2022	March 31, 2022		80,760	$	9.25	Class D
April 25, 2022	March 31, 2022		314,683	$	9.26	Class I
May 24, 2022	April 30, 2022		228,068	$	9.23	Class S
May 24, 2022	April 30, 2022		87,493	$	9.24	Class D
May 24, 2022	April 30, 2022		380,845	$	9.25	Class I
June 23, 2022	May 31, 2022		269,369	$	9.02	Class S
June 23, 2022	May 31, 2022		93,375	$	9.04	Class D
June 23, 2022	May 31, 2022		472,034	$	9.05	Class I

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

120

Item 6. Exhibits, Financial Statement Schedules.


Exhibit Number		Description of Exhibits

3.1		Second Articles of Amendment and Restatement (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K, filed on February 23, 2021).

3.2		Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K, filed on February 23, 2021).

10.1		Amendment No. 4 to the Loan Financing and Servicing Agreement, dated as of April 11, 2022, among Core Income Funding II LLC, as Borrower, Owl Rock Core Income Corp., as Equityholder and Services Provider, the Lenders from time to time parties thereto, Deutsche Bank AG, New York Branch, as Facility Agent, the other Agents parties thereto, State Street Bank and Trust Company, as Collateral Agent, and Alter Domus (US) LLC, as Collateral Custodian (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed on April 13, 2022).

10.2		Amendment No. 5 to the Loan Financing and Servicing Agreement, dated as of May 3, 2022, among Core Income Funding II LLC, as Borrower, Owl Rock Core Income Corp., as Equityholder and Services Provider, the Lenders from time to time parties thereto, Deutsche Bank AG, New York Branch, as Facility Agent, the other Agents parties thereto, State Street Bank and Trust Company, as Collateral Agent, and Alter Domus (US) LLC, as Collateral Custodian (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed on May 5, 2022).

10.3		Termination Agreement, dated June 22, 2022, between Owl Rock Core Income Corp. and Owl Rock Feeder FIC ORCIC Debt LLC (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed on June 23, 2022).

10.4*		Third Amendment to the Senior Secured Revolving Credit Agreement, dated as of August 11, 2022, among Owl Rock Core Income Corp. as Borrower, the Lenders and Issuing Banks party thereto, and Sumitomo Mitsui Banking Corporation as Administrative Agent.

31.1*		Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities and Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*		Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities and Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*	Filed herewith.

**	Furnished herewith.

121

SIGNATURES

Pursuant to the requirements of section 13 or 15(d) the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.


	Owl Rock Core Income Corp.

Date: August 11, 2022	By:	/s/ Craig W. Packer
		Craig W. Packer
		Chief Executive Officer

Date: August 11, 2022	By:	/s/ Bryan Cole
		Bryan Cole
		Chief Operating Officer and Chief Financial Officer

122

FREE Breaking News Alerts from StreetInsider.com!

StreetInsider.com Top Tickers, 4/25/2024

1. META
2. CMG
3. LRCX
4. IBM
5. SPY

6. BA
7. HCP
8. SNAP
9. TMUS
10. MSFT

SEC Filings

Receive full access to all new and archived articles, unlimited portfolio tracking, e-mail alerts, custom newswires and RSS feeds - and more!

Large accelerated filer

Accelerated filer

Non-accelerated filer

Small reporting company

Emerging growth company