DEF: Blue Owl Capital Corp. to Hold Virtual Annual Meeting, Seeks Shareholder Votes on Director Elections and KPMG Ratification

Blue Owl Capital Corporation will hold its annual shareholder meeting virtually on June 26, 2025, seeking votes on the election of two board members and the ratification of KPMG LLP as its independent accounting firm.

Summary

• Blue Owl Capital Corporation will hold its 2025 annual meeting of shareholders virtually on June 26, 2025, at 9:00 a.m. Eastern Time.
• Shareholders will vote to re-elect two board members (Edward DAlelio and Craig Packer) for three-year terms expiring in 2028.
• The meeting will also include a vote to ratify the appointment of KPMG LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2025.
• The board of directors unanimously recommends voting FOR both proposals.
• The record date for determining shareholders eligible to vote is March 28, 2025.
• In 2024, Blue Owl delivered a return on equity of over 12% and distributed record dividends totaling $1.72 per share, a nearly 10% increase year-over-year.
• The company closed the merger with Blue Owl Capital Corporation III (OBDE) in January, establishing OBDC as the second largest publicly traded BDC by total assets.
• As of year-end, the weighted average EBITDA of OBDC's borrowers was over $200 million.
• Blue Owl meaningfully broadened its Credit platform which includes several strategies, including direct lending, liquid credit and other adjacent investment strategies, by expanding into Alternative and Investment Grade credit.

Sentiment

Score: 8

Explanation: The document expresses a positive outlook, highlighting strong financial performance, strategic mergers, and confidence in the company's future. The management's comments are optimistic, and the board's recommendations are unanimous, contributing to a favorable sentiment.

Positives

• The board of directors unanimously recommends voting FOR the election of directors and the ratification of the accounting firm.
• Blue Owl achieved a return on equity exceeding 12% in 2024.
• Dividends increased by nearly 10% year-over-year, reaching $1.72 per share.
• The merger with OBDE has increased the company's scale and diversification.
• The weighted average EBITDA of OBDC's borrowers was over $200 million as of year-end, indicating strong credit quality.
• Blue Owl's Credit platform has expanded into Alternative and Investment Grade credit.

Future Outlook

The company expects the overall portfolio to continue to perform well and believes its size and scale position it as a lender of choice, driving further benefits for shareholders in the years to come.

Management Comments

• We had a strong year in 2024, generating attractive annual net investment income per share while maintaining excellent credit quality.
• We believe our scaled credit platform, disciplined investment approach, conservative balance sheet and deeply experienced team are what has differentiated OBDC throughout the year.
• We have said for a long time that we are built with the goal of performing well in any economic environment, and 2024 was a further demonstration of that point.
• As a lender, we are defensive by nature, and credit quality is always top of mind.
• We remain confident in the durability of our portfolio and based on the visibility we have today, we expect that the overall portfolio should continue to perform well.
• We believe our size and scale position us as a lender of choice and we are confident it will continue to drive further benefits for our shareholders in the years to come.

Industry Context

The document highlights Blue Owl's position as the second-largest publicly traded BDC after its merger, indicating its significant presence and influence in the business development company sector. The expansion of its credit platform into alternative and investment-grade credit reflects a broader industry trend of diversification and adaptation to evolving market conditions.

Comparison to Industry Standards

• The document states that OBDC is now the second largest publicly traded BDC by total assets, putting it in competition with industry leaders such as Ares Capital Corporation (ARCC) and Prospect Capital Corporation (PSEC).
• A return on equity of over 12% is a strong result, and would place Blue Owl in the upper quartile of BDC performance.
• The weighted average EBITDA of OBDC's borrowers being over $200 million suggests a focus on larger, more stable middle-market companies, which is a common strategy among larger BDCs to mitigate risk.

Management Changes

Related Party Transactions

• The Company has entered into both the Investment Advisory Agreement and the Administration Agreement with the Adviser.
• Pursuant to the Investment Advisory Agreement, the Company will pay the Adviser a base management fee and an incentive fee.
• Pursuant to the Administration Agreement, the Company will reimburse the Adviser for expenses necessary to perform services related to the Company's administration and operations.
• In addition, the Adviser or its affiliates may engage in certain origination activities and receive attendant arrangement, structuring or similar fees.

Stakeholder Impact

• Shareholders are being asked to vote on key governance matters, including the election of directors and the ratification of the independent accounting firm.
• The company's performance and strategic decisions directly impact shareholder value.
• The company's investment activities affect the companies in which it invests and their stakeholders.

Next Steps

• Shareholders are requested to vote on the election of directors and the ratification of the independent accounting firm.
• The company will hold its annual meeting on June 26, 2025.
• The Board will consider the outcome of the shareholder vote on KPMG in determining whether to appoint KPMG LLP as the Company's independent registered public accounting firm for the succeeding fiscal year.

Key Dates

Keywords

annual meeting, proxy statement, board of directors, KPMG, shareholders, election, ratification, Blue Owl Capital, OBDC, dividends, EBITDA, credit platform, investment