Blue Owl Capital Corporation · NYSE:OBDC
Blue Owl Capital — Merger or Acquisition (November 2025)
23 slides from Blue Owl Capital's merger presentation, Nov 5, 2025
Slide 1: Overview of Proposed Merger Between OBDC and OBDC II
November 5, 2025 Blue Owl Capital Corporation (“OBDC”) Overview of Proposed Merger Between OBDC and Blue Owl Capital Corporation II (“OBDC II”)
Slide 2: Anticipated Benefits of Proposed Merger to Shareholders
Anticipated Reinforces position as the second largest publicly Benefits of traded BDC1 with strong combined portfolio metrics Proposed Merger between known, high-quality diversified portfolios with significant investment overlap that Merger to have been under Blue Owl management since inception Shar
Slide 3: Key Transaction Terms
Key Transaction Terms o OBDC to acquire 100% of OBDC II in a stock-for-stock merger, with shares of OBDC II common stock to be exchanged for shares of OBDC common stock Merger Structure o Number of shares of OBDC common stock to be received by OBDC II shareholders to be determined at merger close ba
Slide 4: Transaction Rationale
Transaction Rationale Reinforces Market • Combined portfolio of $18.9 billion at fair value across 239 portfolio companies Positioning with • Maintains strong credit quality with approximately 1% of the portfolio on non-accrual and 91% 1- and 2-rated Strong Combined investments at fair value1 as of
Slide 5: OBDC at a Glance
OBDC at a Glance Blue Owl Capital Corporation (NYSE: OBDC) is the second largest publicly traded business development company focused on providing direct lending solutions to U.S. upper middle-market companies Portfolio Characteristics Borrower Characteristics $17.1B 238 10.3% $1,024mm $229mm 42% Po
Slide 6: OBDC II at a Glance
OBDC II at a Glance Blue Owl Capital Corporation II (“OBDC II”) was formed in 2017 as our successor fund to OBDC, providing our high-net- worth and private investors access to substantially the same investments, strategy and platform as OBDC Portfolio Characteristics Borrower Characteristics $1.7B 1
Slide 7: Substantial Investment Overlap Will Help Facilitate a Seamless Portfolio Integration
Substantial Investment Overlap Will Help Facilitate a Seamless Portfolio Integration OBDC Portfolio Overlap OBDC II Portfolio Overlap OBDC Only OBDC II Only 10% 2% Overlap 90% Overlap 98% 90% of OBDC investments are also held in OBDC II 98% of OBDC II investments are also held in OBDC Number of Numb
Slide 8: Enhanced Scale with Benefits of Diversification and Yield
Enhanced Scale with Benefits of Diversification and Yield At Fair Value Illustrative Combined Company1 OBDC OBDC II Investments ($mm) $18,854 $17,136 $1,717 Top 10 Investments 21% 22% 25% Top 25 Investments 40% 40% 48% Number of Portfolio Companies 239 238 190 Senior Secured Investments 80% 80% 87%
Slide 9: Larger Publicly Traded BDCs are Generally More Liquid
Larger Publicly Traded BDCs are Generally More Liquid Represents Blue Owl BDCs $18 $160 $16 $140 $14.6 1M Average Daily Trading Volume (ADTV) ($mm) $14 $120 Market Capitalization ($mm) $12 $100 $10 $80 $8 $7.6 $6.7 $6.7 $6.1 $60 $6 $5.1 $4.2 $3.8 $40 $4 $3.3 $2.1 $2 $1.5 $20 $1.2 $1.2 $1.1 $1.1 $1.1
Slide 10: Combined Capital Structure Maintains Funding Flexibility
Combined Capital Structure Maintains Funding Flexibility The increased scale of the combined company may enable better access to a wider array of debt funding solutions and a potential reduction to borrowing costs As a combined portfolio, OBDC may benefit from… ✓ Opportunity to optimize bank lending
Slide 11: Accretive to Net Investment Income Over Time
Accretive to Net Investment Income Over Time Capacity for Operational Potential for Lower Deployment into Synergies Costs of Financing New Opportunities Estimated Operating Expense Savings In Year One1 Additional Capacity for Deployment of Capital Approximately $5 Million in Year One Incremental cap
Slide 12: Overview of Proposed Merger Consideration
Overview of Proposed Merger Consideration OBDC to acquire 100% of OBDC II in a stock-for-stock merger, with shares to be exchanged based upon an exchange ratio determined prior to closing OBDC At Or Below NAV Per Share OBDC Above NAV Per Share NAV-for-NAV Exchange Ratio Based on OBDC Trading Level 1
Slide 13: Structure Provides Opportunity for NAV Per Share Accretion
Structure Provides Opportunity for NAV Per Share Accretion OBDC Trading At or Below NAV Per Share1 OBDC Trading Above NAV Per Share1 NAV-for-NAV Exchange Ratio Based on OBDC Trading Level Scenario 1 Scenario 2 OBDC Illustrative 90% 110% P / NAV1 OBDC Illustrative Implied Market $13.40 $16.38 Price1
Slide 14: Combined Company is Well-Positioned to Deliver for Investors
Combined Company is Well-Positioned to Deliver for Investors Reinforces market Acquisition of a Enhanced Immediate Potentially Opportunity positioning and known, high- shareholder cost synergies accretive to for NAV per strong combined quality portfolio liquidity net investment share portfolio metri
Slide 15: Appendix
Appendix
Slide 16: Illustrative Transaction Timeline
Illustrative Transaction Timeline N-14 registration Transaction statement and proxy Shareholder announcement filed with the SEC meetings Combined Company: November Q4 Q1 2025 2025 2026 Proxy Target solicitation closing begins Timeline subject to regulatory and shareholder approval. 16
Slide 17: Merger Consideration Structure
Merger Consideration Structure OBDC to acquire 100% of OBDC II in a stock-for-stock transaction, with shares to be exchanged based on the following: i. If the ratio of OBDC’s market price to OBDC’s NAV per share is less than or equal to 100% Merger Consideration then the exchange ratio is determined
Slide 18: Endnotes
Endnotes Note: Figures are as of the quarter-ended September 30, 2025 at fair value unless otherwise noted. Past performance is not a guarantee of future results. Page 2: Anticipated Benefits of Proposed Merger to Shareholders 1. BDC ranking based on latest publicly available filings as of October 3
Slide 19: Endnotes
Endnotes Note: Figures are as of the quarter-ended September 30, 2025 at fair value unless otherwise noted. Past performance is not a guarantee of future results. Page 11: Accretive to Net Investment Income Over Time 1. OBDC and OBDC II standalone operating expenses include professional fees, genera
Slide 20: Disclosures
Disclosures Forward-Looking Statements Certain statements made in this presentation are “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995 because they relate to future events, future performance or fi
Slide 21: Disclosures
Disclosures Important Notice; No Offer or Solicitation No representations or warranties, express or implied are given in, or in respect of, this presentation. To the fullest extent permitted by law, in no circumstances will OBDC, OBDC II or any of their respective subsidiaries, shareholders, affilia
Slide 22: Disclaimer
Disclaimer Past performance is not indicative of future results. As of September 30, 2025. Pro forma is defined as OBDC and OBDC II metrics on a combined basis. Assets Under Management (“AUM”) refers to the assets that we manage and is generally equal to the sum of (i) net asset value (“NAV”); (ii)
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