Blue Owl Capital Corporation · NYSE:OBDC
Blue Owl Capital — Blue Owl Capital Corp II — Merger or Acquisition (November 2025)
24 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 Highly Confidential. Trade Secret. Blue Owl Capital Corporation II (“OBDC II”) Overview of Proposed Merger Between Blue Owl Capital Corporation (“OBDC”) and OBDC II
Slide 2: Expected to Deliver Significant Benefits to OBDC II Shareholders
PROPRIETARY AND CONFIDENTIAL 2 As of September 30, 2025 unless otherwise noted. Expected to Deliver Significant Benefits to OBDC II Shareholders The board of directors for each of OBDC and OBDC II have unanimously approved the merger and believe the transaction can create meaningful value for shareh
Slide 3: Strategic Rationale for OBDC II Shareholders
PROPRIETARY AND CONFIDENTIAL 3 Blue Owl believes that combining OBDC and OBDC II will create significant value for shareholders of both companies by realizing the benefits of increased scale As of September 30, 2025 unless otherwise noted. See endnotes for additional information. Strategic Rationale
Slide 4: Key Transaction Terms
PROPRIETARY AND CONFIDENTIAL 4 Key Transaction Terms Merger Structure 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 o Number of shares of OBDC common stock to be received by OBDC II shareholders to b
Slide 5: OBDC: Second Largest Publicly Traded BDC
PROPRIETARY AND CONFIDENTIAL 5 11.5% 8.3% 6.2% 6.0% 5.8% 5.6% 5.1% 4.7% 4.6% 4.4% 37.8% Internet software and services Healthcare providers and services Food and beverage Insurance Asset based lending and fund finance Healthcare technology Manufacturing Business services Healthcare equipment and ser
Slide 6: Merger Enhances Combined Company's Positioning as Second Largest Publicly Traded BDC
PROPRIETARY AND CONFIDENTIAL 6 $30,806 $19,382 $17,605 $14,593 $13,711 $13,406 $9,237 $6,805 $5,288 $4,284 $3,922 $3,462 $3,416 $3,410 $3,160 $2,964 $2,793 $2,774 $2,575 $2,537 $2,522 $1,777 $0 $5,000 $10,000 $15,000 $20,000 $25,000 $30,000 $35,000 ARCC OBDC + OBDC II OBDC FSK BXSL OTF GBDC PSEC MAI
Slide 7: Enhanced Scale with Benefits of Diversification
PROPRIETARY AND CONFIDENTIAL 7 As of September 30, 2025 unless otherwise noted. See endnotes for additional information. Enhanced Scale with Benefits of Diversification 75% 5% 2% 1%3% 4% First Lien 7%2% Second Lien Unsecured Specialty Finance Debt Investments Preferred Equity Common Equity Specialty
Slide 8: Substantial Investment Overlap Will Help Facilitate a Seamless Portfolio Integration
PROPRIETARY AND CONFIDENTIAL 8 As of September 30, 2025 unless otherwise noted. Totals may not sum due to rounding. Substantial Investment Overlap Will Help Facilitate a Seamless Portfolio Integration 98% of OBDC II investments are also held in OBDC OBDC Portfolio Overlap Overlap 90% OBDC Only 10% F
Slide 9: Immediate Access to Liquidity in Publicly Traded Vehicle
PROPRIETARY AND CONFIDENTIAL 9 Source: Bloomberg as of October 31, 2025. See endnotes for additional information. Immediate Access to Liquidity in Publicly Traded Vehicle Represents Blue Owl BDCs OBDC II Shareholders will receive publicly traded OBDC Common Stock providing them with immediate liquid
Slide 10: Generates Immediate Financing Cost Synergies for OBDC II
PROPRIETARY AND CONFIDENTIAL 10 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 of September 30, 2025 unless otherwise noted. Totals may not sum due to rounding. See endnotes for additiona
Slide 11: Immediate Financing and Operating Cost Savings
PROPRIETARY AND CONFIDENTIAL 11 0.90x 0.75x 1.25x OBDC II Target Leverage 0.75x Debt-to-Equity Combined Target Leverage 0.9x to 1.25x Debt-to-Equity As of September 30, 2025 unless otherwise noted. See endnotes for additional information. Immediately Accretive Net Investment Income Lower Cost of Fin
Slide 12: Accretion to OBDC II Shareholder Dividends
PROPRIETARY AND CONFIDENTIAL 12 The proposed merger will result in accretion to OBDC II shareholder dividends As of September 30, 2025 unless otherwise noted. See endnotes for additional information. Combined Company’s Earnings Profile Immediate Access to Scaled, High-Quality Portfolio… …Drives Sign
Slide 13: Combined Company is Well-Positioned to Deliver for Investors
PROPRIETARY AND CONFIDENTIAL 13 As of September 30, 2025 unless otherwise noted. See endnotes for additional information. Combined Company is Well-Positioned to Deliver for Investors We believe the proposed merger creates meaningful value for both sets of shareholders Access to liquidity Increased s
Slide 14: Appendix
Appendix
Slide 15: Illustrative Transaction Timeline
PROPRIETARY AND CONFIDENTIAL 15 Timeline subject to regulatory and shareholder approval. Illustrative Transaction Timeline November 2025 Q4 2025 Q1 2026 Transaction announcement Shareholder meetings Target closing Proxy solicitation begins Combined Company: N-14 registration statement and proxy file
Slide 16: Overview of Proposed Merger Consideration
PROPRIETARY AND CONFIDENTIAL 16 Allows for potential NAV per share accretion at OBDC if shares of OBDC are trading above its NAV per share at close Overview of Proposed Merger Consideration OBDC At Or Below NAV Per Share NAV-for-NAV Transaction will be NAV per share neutral OBDC P/NAV ≤ 100% 1 OBDC
Slide 17: Structure Provides Opportunity for NAV Per Share Accretion
PPROPRIETARY AND CONFIDENTIAL 17 Structure Provides Opportunity for NAV Per Share Accretion OBDC Trading At or Below NAV Per Share1 NAV-for-NAV OBDC Trading Above NAV Per Share1 Exchange Ratio Based on OBDC Trading Level Scenario Scenario OBDC Illustrative P / NAV1 90% 110% OBDC Illustrative Implied
Slide 18: Merger Consideration Structure
PROPRIETARY AND CONFIDENTIAL 18 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% then the exchange ratio is
Slide 19: Endnotes
1 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: Expected to Deliver Significant Benefits to OBDC II Shareholders 1. BDC ranking based on latest publicly available filings as of October
Slide 20: Endnotes (continued)
20 Page 11: Accretive to Net Investment Income 1. OBDC and OBDC II standalone cost of financing is calculated as annual interest expense divided by average daily debt outstanding for the three-month period ended September 30, 2025. Pro forma is defined as OBDC and OBDC II metrics on a combined basis
Slide 21: Forward-Looking Statements
21 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 financial c
Slide 22: Important Notice; No Offer or Solicitation
22 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, affiliates, repr
Slide 23: Important Notice and Definitions
23 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) drawn an
Slide 24: ZB sive OWL
ZB sive OWL
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