UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________________________

FORM 10-Q

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

For the quarter ended March 31, 2024

OR

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

Commission File Number 000-56173

______________________________________________

BLUE OWL CAPITAL CORPORATION III

(Exact name of Registrant as specified in its Charter)

Maryland	84-4493477
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
399 Park Avenue, 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
Common Stock $0.01 par value per share	OBDE	The New York Stock Exchange

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 x No o

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 x No o

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 definition of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	x	Small reporting company	o
Emerging growth company	x

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. o

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

As of May 8, 2024 the registrant had 123,356,823 shares of common stock, $0.01 par value per share, outstanding.

i

Table of Contents

		Page
PART I	FINANCIAL INFORMATION
Item 1.	Consolidated Financial Statements	3
	Consolidated Statements of Assets and Liabilities as of March 31, 2024 (Unaudited) and December 31, 2023	3
	Consolidated Statements of Operations for the Three Months Ended March 31, 2024 and 2023 (Unaudited)	4
	Consolidated Schedules of Investments as of March 31, 2024 (Unaudited) and December 31, 2023	5
	Consolidated Statements of Changes in Net Assets for the Three Months Ended March 31, 2024 and 2023 (Unaudited)	68
	Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2024 and 2023 (Unaudited)	69
	Notes to Consolidated Financial Statements (Unaudited)	70
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	108
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	151
Item 4.	Controls and Procedures	154
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	156
Item 1A.	Risk Factors	156
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	156
Item 3.	Defaults Upon Senior Securities	156
Item 4.	Mine Safety Disclosures	156
Item 5.	Other Information	156
Item 6.	Exhibits	157
Signatures

ii

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 Blue Owl Capital Corporation III (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;

•the impact of elevated interest and inflation rates, ongoing supply chain and labor market disruptions, including those as a result of strikes, work stoppages or accidents, instability in the U.S. and international banking systems, and the risk of recession or a shutdown of government services could impact our business prospects and the prospects of our portfolio 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;

•changes in base interest rates and significant market volatility on our business and 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 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;

•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;

•risks related to the uncertainty of the value of our portfolio investments, particularly those having no liquid trading market;

•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 Blue Owl Diversified Credit 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 qualify for and 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”) under the Investment Company Act of 1940, as amended (the “1940 Act”);

•the impact that environmental, social and governance matters could have on our brand and reputation and our portfolio companies;

•the effect of legal, tax and regulatory changes;

•the impact of information technology system failures, data security breaches, data privacy compliance, network disruptions, and cybersecurity attacks, and the increasing use of artificial intelligence and machine learning technology:

•the impact of geo-political conditions, including revolution, insurgency, terrorism or war, including those arising out of the ongoing war between Russia and Ukraine and the escalated conflict in the Middle-East,

including the Israel-Hamas conflict, and general uncertainty surrounding the financial and political stability of the United States, the United Kingdom, the European Union and China, on financial market volatility, global economic markets, and various markets for commodities globally such as oil and natural gas; 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”).

1

PART I. FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

Blue Owl Capital Corporation III

Consolidated Statements of Assets and Liabilities

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

	March 31, 2024 (Unaudited)		December 31, 2023
Assets
Investments at fair value
Non-controlled, non-affiliated investments (amortized cost of $3,848,925 and $3,479,371, respectively)	$	3,874,424	$	3,498,800
Non-controlled, affiliated investments (amortized cost of $117,618 and $97,482, respectively)	113,573		91,901
Total investments at fair value (amortized cost of $3,966,543 and $3,576,853, respectively)	3,987,997		3,590,701
Cash	140,229		141,448
Interest receivable	32,307		25,147
Receivable for investments sold	14,999		—
Prepaid expenses and other assets	5,006		3,801
Total Assets	$	4,180,538	$	3,761,097
Liabilities
Debt (net of unamortized debt issuance costs of $26,782 and $25,623, respectively)	$	2,124,005	$	1,754,496
Distribution payable	43,096		60,779
Management fee payable	11,851		4,517
Incentive fee payable	7,140		—
Payables to affiliates	3,724		896
Payable for investments purchased	32,731		—
Accrued expenses and other liabilities	31,291		29,297
Total Liabilities	2,253,838		1,849,985
Commitments and contingencies (Note 7)
Net Assets
Common shares $0.01 par value, 500,000,000 shares authorized; 123,131,820 and 122,817,625 shares issued and outstanding, respectively	1,231		1,228
Additional paid-in-capital	1,833,649		1,829,029
Accumulated undistributed (overdistributed) earnings	91,820		80,855
Total Net Assets	1,926,700		1,911,112
Total Liabilities and Net Assets	$	4,180,538	$	3,761,097
Net Asset Value Per Share	$	15.65	$	15.56

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

2

Blue Owl Capital Corporation III

Consolidated Statements of Operations

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

(Unaudited)

	For the Three Months Ended March 31,
	2024		2023
Investment Income
Investment income from non-controlled, non-affiliated investments:
Interest income (excluding payment-in-kind (“PIK”) interest income)	$	95,714	$	79,360
PIK interest income	9,478		12,483
Dividend income	5,325		4,979
Other income	1,693		1,059
Total investment income from non-controlled, non-affiliated investments	112,210		97,881
Investment income from non-controlled, affiliated investments:
Interest income (excluding PIK interest income)	408		—
PIK interest income	29		—
Dividend income	795		—
Other income	3		—
Total investment income from non-controlled, affiliated investments	1,235		—
Total Investment Income	113,445		97,881
Expenses
Interest expense	35,778		28,539
Management fee	11,851		4,393
Performance based incentive fees	7,140		—
Professional fees	1,584		1,259
Directors' fees	228		196
Listing advisory fee	6,040		—
Other general and administrative	2,151		731
Total Expenses	64,772		35,118
Net Investment Income (Loss) Before Taxes	48,673		62,763
Income tax expense (benefit), including excise tax expense (benefit)	398		1,184
Net Investment Income (Loss) After Taxes	$	48,275	$	61,579
Net Realized and Change in Unrealized Gain (Loss)
Net change in unrealized gain (loss):
Non-controlled, non-affiliated investments	$	7,709	$	23,799
Non-controlled, affiliated investments	1,535		26
Translation of assets and liabilities in foreign currencies	(277)		52
Income tax (provision) benefit	1		(1)
Total Net Change in Unrealized Gain (Loss)	8,968		23,876
Net realized gain (loss):
Non-controlled, non-affiliated investments	$	(3,389)	$	(11,498)
Foreign currency transactions	207		19
Total Net Realized Gain (Loss)	(3,182)		(11,479)
Total Net Realized and Change in Unrealized Gain (Loss)	5,786		12,397
Net Increase (Decrease) in Net Assets Resulting from Operations	$	54,061	$	73,976
Earnings (Loss) Per Share - Basic and Diluted	$	0.44	$	0.61
Weighted Average Shares Outstanding - Basic and Diluted	123,028,290		121,201,415

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

4

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of March 31, 2024

(Amounts in thousands, except share amounts)

(Unaudited)

Company(1)(2)(18)(23)	Investment	Interest		Maturity Date	Par / Units		Amortized Cost(3)(4)		Fair Value		Percentage of Net Assets
Non-controlled/non-affiliated portfolio company investments
Debt Investments
Advertising and media
Broadcast Music, Inc.(5)(7)	First lien senior secured loan	SR +	5.75%	02/2030	$	19,038	$	18,570	$	18,562	1.0	%
Broadcast Music, Inc.(5)(13)(14)	First lien senior secured revolving loan	SR +	5.75%	02/2030	—		(84)		(87)		—	%
Circana Group, L.P. (fka The NPD Group, L.P.)(5)(7)	First lien senior secured loan	SR +	6.25% (2.75% PIK)	12/2028	19,235		18,933		19,139		1.0	%
Circana Group, L.P. (fka The NPD Group, L.P.)(5)(6)(13)	First lien senior secured revolving loan	SR +	5.75%	12/2027	846		825		838		—	%
Global Music Rights, LLC(5)(7)	First lien senior secured loan	SR +	5.50%	08/2030	82,464		81,313		82,464		4.2	%
Global Music Rights, LLC(5)(13)(14)	First lien senior secured revolving loan	SR +	5.50%	08/2029	—		(91)		—		—	%
Global Music Rights, LLC(5)(7)	First lien senior secured loan	SR +	5.50%	08/2030	4,712		4,618		4,712		0.2	%
Monotype Imaging Holdings Inc.(5)(7)	First lien senior secured loan	SR +	5.50%	02/2031	36,311		36,040		36,028		1.8	%
Monotype Imaging Holdings Inc.(5)(13)(14)(15)	First lien senior secured delayed draw term loan	SR +	5.50%	02/2026	—		(11)		(1)		—	%
Monotype Imaging Holdings Inc.(5)(13)(14)	First lien senior secured revolving loan	SR +	5.50%	02/2030	—		(34)		(35)		—	%
							160,079		161,620		8.2	%
Aerospace and defense
Peraton Corp.(5)(7)(17)	Second lien senior secured loan	SR +	7.75%	02/2029	14,494		14,341		14,515		0.8	%
							14,341		14,515		0.8	%
Asset based lending and fund finance
Hg Genesis 8 Sumoco Limited(5)(11)(16)	Unsecured facility	SA +	6.00% PIK	08/2025	£	17,800	23,431		22,486		1.2	%
Hg Genesis 9 Sumoco Limited(5)(12)(16)	Unsecured facility	E +	7.00% PIK	03/2027	€	1,082	1,185		1,168		0.1	%

5

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of March 31, 2024

(Amounts in thousands, except share amounts)

(Unaudited)

Company(1)(2)(18)(23)	Investment	Interest		Maturity Date	Par / Units		Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
Hg Saturn LuchaCo Limited(5)(11)(16)	Unsecured facility	SA +	7.50% PIK	03/2026	£	19,680	26,327	24,860	1.3	%
							50,943	48,514	2.6	%
Automotive services
Spotless Brands, LLC(5)(6)	First lien senior secured loan	SR +	6.50%	07/2028	47,998		47,253	47,877	2.4	%
Spotless Brands, LLC(5)(13)(14)	First lien senior secured revolving loan	SR +	6.50%	07/2028	—		(19)	(3)	—	%
Wand Newco 3, Inc. (dba Caliber)(5)(6)(17)	First lien senior secured loan	SR +	3.75%	01/2031	7,500		7,482	7,517	0.4	%
							54,716	55,391	2.8	%
Buildings and real estate
Associations, Inc.(5)(7)	First lien senior secured loan	SR +	6.50% (2.50% PIK)	07/2027	84,822		84,149	84,822	4.3	%
Associations, Inc.(5)(7)(13)(15)	First lien senior secured delayed draw term loan	SR +	6.50% (2.50% PIK)	06/2024	326		324	326	—	%
Associations, Inc.(5)(7)(13)	First lien senior secured revolving loan	SR +	6.50%	07/2027	2,728		2,690	2,728	0.1	%
RealPage, Inc.(5)(6)(17)	Second lien senior secured loan	SR +	6.50%	04/2029	6,500		6,431	6,429	0.2	%
							93,594	94,305	4.6	%
Business services
POLARIS PURCHASER, INC. (dba Plusgrade)(5)(7)(16)	First lien senior secured loan	SR +	4.50%	01/2031	7,000		6,931	6,930	0.4	%
Boxer Parent Company Inc. (f/k/a BMC)(5)(6)(17)	First lien senior secured loan	SR +	4.25%	12/2028	9,975		9,975	10,031	0.5	%
Denali Buyerco, LLC (dba Summit Companies)(5)(7)	First lien senior secured loan	SR +	5.50%	09/2028	71,007		70,502	71,006	3.6	%
Denali Buyerco, LLC (dba Summit Companies)(5)(13)(14)	First lien senior secured revolving loan	SR +	5.50%	09/2027	—		(35)	—	—	%

6

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of March 31, 2024

(Amounts in thousands, except share amounts)

(Unaudited)

Company(1)(2)(18)(23)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
Diamondback Acquisition, Inc. (dba Sphera)(5)(6)	First lien senior secured loan	SR +	5.50%	09/2028	46,749	46,092	46,280	2.3	%
Entertainment Benefits Group, LLC(5)(6)	First lien senior secured loan	SR +	5.25%	09/2025	843	840	847	—	%
Entertainment Benefits Group, LLC(5)(6)(13)	First lien senior secured revolving loan	SR +	5.25%	09/2025	53	53	54	—	%
Fullsteam Operations, LLC(5)(7)	First lien senior secured loan	SR +	8.25%	11/2029	3,310	3,214	3,310	0.2	%
Fullsteam Operations, LLC(5)(7)(13)(15)	First lien senior secured delayed draw term loan	SR +	8.25%	05/2025	654	629	654	—	%
Fullsteam Operations, LLC(5)(7)(13)(15)	First lien senior secured delayed draw term loan	SR +	8.25%	11/2025	128	120	128	—	%
Fullsteam Operations, LLC(5)(13)(14)(15)	First lien senior secured delayed draw term loan	SR +	7.00%	08/2025	—	(14)	(14)	—	%
Fullsteam Operations, LLC(5)(13)(14)(15)	First lien senior secured delayed draw term loan	SR +	7.00%	02/2026	—	(3)	(3)	—	%
Fullsteam Operations, LLC(5)(13)(14)	First lien senior secured revolving loan	SR +	8.25%	11/2029	—	(5)	—	—	%
Gainsight, Inc.(5)(7)	First lien senior secured loan	SR +	6.75% PIK	07/2027	6,387	6,332	6,355	0.3	%
Gainsight, Inc.(5)(7)(13)	First lien senior secured revolving loan	SR +	6.75% PIK	07/2027	458	450	454	—	%
Hercules Borrower, LLC (dba The Vincit Group)(5)(7)	First lien senior secured loan	SR +	6.25%	12/2026	35,885	35,607	35,884	1.8	%
Hercules Borrower, LLC (dba The Vincit Group)(5)(7)	First lien senior secured loan	SR +	5.50%	12/2026	395	385	395	—	%
Hercules Borrower, LLC (dba The Vincit Group)(5)(7)	First lien senior secured delayed draw term loan	SR +	5.50%	12/2026	2,360	2,354	2,360	0.1	%
Hercules Borrower, LLC (dba The Vincit Group)(5)(13)(14)	First lien senior secured revolving loan	SR +	6.25%	12/2026	—	(29)	—	—	%
Hercules Buyer, LLC (dba The Vincit Group)(19)(22)	Unsecured notes		0.48% PIK	12/2029	1,065	1,065	1,192	—	%
Kaseya Inc.(5)(7)	First lien senior secured loan	SR +	6.00% (2.50% PIK)	06/2029	8,148	8,020	8,148	0.4	%

7

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of March 31, 2024

(Amounts in thousands, except share amounts)

(Unaudited)

Company(1)(2)(18)(23)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
Kaseya Inc.(5)(13)(14)(15)	First lien senior secured delayed draw term loan	SR +	5.50%	06/2025	—	(4)	—	—	%
Kaseya Inc.(5)(7)	First lien senior secured delayed draw term loan	SR +	5.50%	06/2029	30	30	30	—	%
Kaseya Inc.(5)(6)(13)	First lien senior secured revolving loan	SR +	5.50%	06/2029	123	116	123	—	%
KPSKY Acquisition, Inc. (dba BluSky)(5)(7)	First lien senior secured loan	SR +	5.25%	10/2028	39,011	38,456	38,718	2.0	%
KPSKY Acquisition, Inc. (dba BluSky)(5)(7)(13)(15)	First lien senior secured delayed draw term loan	SR +	5.75%	11/2025	28	6	28	—	%
UKG Inc.(5)(7)(17)	First lien senior secured loan	SR +	3.50%	02/2031	8,125	8,116	8,164	0.4	%
						239,203	241,074	12.0	%
Chemicals
Advancion Holdings, LLC (dba Angus Chemical Company)(5)(6)	Second lien senior secured loan	SR +	7.75%	11/2028	6,500	6,435	6,435	0.3	%
Gaylord Chemical Company, L.L.C.(5)(7)	First lien senior secured loan	SR +	6.00%	03/2027	66,757	66,357	66,589	3.4	%
Gaylord Chemical Company, L.L.C.(5)(13)(14)	First lien senior secured revolving loan	SR +	6.00%	03/2026	—	(17)	(10)	—	%
Velocity HoldCo III Inc. (dba VelocityEHS)(5)(7)	First lien senior secured loan	SR +	5.75%	04/2027	5,963	5,886	5,963	0.3	%
Velocity HoldCo III Inc. (dba VelocityEHS)(5)(7)(13)	First lien senior secured revolving loan	SR +	5.75%	04/2026	46	43	46	—	%
						78,704	79,023	4.0	%
Consumer products
ConAir Holdings LLC(5)(6)	Second lien senior secured loan	SR +	7.50%	05/2029	42,256	41,755	42,046	2.1	%
Foundation Consumer Brands, LLC(5)(7)	First lien senior secured loan	SR +	6.25%	02/2027	7,950	7,834	7,950	0.4	%
Lignetics Investment Corp.(5)(7)	First lien senior secured loan	SR +	6.00%	11/2027	56,142	55,683	56,001	2.8	%
Lignetics Investment Corp.(5)(7)	First lien senior secured loan	SR +	6.00%	11/2027	8,500	8,396	8,479	0.4	%
Lignetics Investment Corp.(5)(7)(13)	First lien senior secured revolving loan	SR +	6.00%	10/2026	1,020	970	1,000	0.1	%

8

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of March 31, 2024

(Amounts in thousands, except share amounts)

(Unaudited)

Company(1)(2)(18)(23)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
SWK BUYER, Inc. (dba Stonewall Kitchen)(5)(7)	First lien senior secured loan	SR +	5.25%	03/2029	741	730	717	—	%
SWK BUYER, Inc. (dba Stonewall Kitchen)(5)(13)(14)	First lien senior secured revolving loan	SR +	5.25%	03/2029	—	(1)	(2)	—	%
						115,367	116,191	5.8	%
Containers and packaging
Arctic Holdco, LLC (dba Novvia Group)(5)(7)	First lien senior secured loan	SR +	6.00%	12/2026	3,192	3,134	3,144	0.2	%
Arctic Holdco, LLC (dba Novvia Group)(5)(13)(14)(15)	First lien senior secured delayed draw term loan	SR +	6.00%	12/2024	—	(41)	(34)	—	%
Ascend Buyer, LLC (dba PPC Flexible Packaging)(5)(7)	First lien senior secured loan	SR +	6.40%	10/2028	63,851	63,261	63,691	3.2	%
Ascend Buyer, LLC (dba PPC Flexible Packaging)(5)(6)(13)	First lien senior secured revolving loan	SR +	6.25%	09/2027	1,702	1,672	1,689	0.1	%
Fortis Solutions Group, LLC(5)(7)	First lien senior secured loan	SR +	5.50%	10/2028	31,168	30,724	30,623	1.6	%
Fortis Solutions Group, LLC(5)(7)(13)	First lien senior secured revolving loan	SR +	5.50%	10/2027	157	120	102	—	%
Indigo Buyer, Inc. (dba Inovar Packaging Group)(5)(7)	First lien senior secured loan	SR +	6.25%	05/2028	886	879	883	—	%
Indigo Buyer, Inc. (dba Inovar Packaging Group)(5)(7)(13)	First lien senior secured revolving loan	SR +	6.25%	05/2028	60	59	60	—	%
Pregis Topco LLC(5)(6)(17)	First lien senior secured loan	SR +	3.75%	07/2026	4,987	4,964	4,991	0.3	%
Pregis Topco LLC(5)(6)	Second lien senior secured loan	SR +	6.75%	08/2029	30,000	30,000	30,000	1.6	%
Pregis Topco LLC(5)(6)	Second lien senior secured loan	SR +	7.75%	08/2029	2,500	2,500	2,500	0.1	%
SupplyOne, Inc.(5)(7)	First lien senior secured loan	SR +	4.25%	04/2031	5,000	4,950	4,975	0.3	%
						142,222	142,624	7.4	%
Distribution
ABB/Con-cise Optical Group LLC(5)(7)	First lien senior secured loan	SR +	7.50%	02/2028	850	841	829	—	%
BCPE Empire Holdings, Inc. (dba Imperial-Dade)(5)(6)(17)	First lien senior secured loan	SR +	4.00%	01/2027	5,000	4,988	5,002	0.3	%

9

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of March 31, 2024

(Amounts in thousands, except share amounts)

(Unaudited)

Company(1)(2)(18)(23)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
BradyPLUS Holdings, LLC (f/k/a BradyIFS Holdings, LLC)(5)(7)	First lien senior secured loan	SR +	6.00%	10/2029	49,983	49,508	49,733	2.6	%
BradyPLUS Holdings, LLC (f/k/a BradyIFS Holdings, LLC)(5)(7)(13)(15)	First lien senior secured delayed draw term loan	SR +	6.00%	10/2025	1,350	1,311	1,343	0.1	%
BradyPLUS Holdings, LLC (f/k/a BradyIFS Holdings, LLC)(5)(13)(14)	First lien senior secured revolving loan	SR +	6.00%	10/2029	—	(39)	(21)	—	%
Endries Acquisition, Inc.(5)(7)	First lien senior secured loan	SR +	5.25%	12/2028	18,565	18,432	18,425	1.0	%
Endries Acquisition, Inc.(5)(7)(13)(15)	First lien senior secured delayed draw term loan	SR +	5.25%	06/2024	3,899	3,866	3,864	0.2	%
Endries Acquisition, Inc.(5)(13)(14)(15)	First lien senior secured delayed draw term loan	SR +	5.25%	12/2025	—	(13)	(13)	—	%
						78,894	79,162	4.2	%
Education
Ellucian Holdings Inc. (f/k/a Sophia, L.P.)(5)(6)(17)	First lien senior secured loan	SR +	3.50%	10/2029	10,000	9,988	10,038	0.5	%
Pluralsight, LLC(5)(7)	First lien senior secured loan	SR +	8.00%	04/2027	20,640	20,515	17,235	0.9	%
Pluralsight, LLC(5)(7)	First lien senior secured revolving loan	SR +	8.00%	04/2027	1,294	1,288	1,081	0.1	%
Renaissance Holding Corp.(5)(6)(17)	First lien senior secured loan	SR +	4.25%	04/2030	9,975	9,951	9,988	0.5	%
						41,742	38,342	2.0	%
Energy equipment and services
Dresser Utility Solutions, LLC(5)(6)	First lien senior secured loan	SR +	5.50%	03/2029	18,060	17,881	17,879	0.9	%
Dresser Utility Solutions, LLC(5)(13)(15)	First lien senior secured delayed draw term loan	SR +	5.50%	09/2025	—	—	—	—	%
Dresser Utility Solutions, LLC(5)(13)(14)	First lien senior secured revolving loan	SR +	5.50%	03/2029	—	(23)	(23)	—	%
						17,858	17,856	0.9	%
Financial services
Ascensus Holdings, Inc.(5)(6)(17)	First lien senior secured loan	SR +	3.50%	08/2028	4,987	4,951	4,962	0.3	%
Blackhawk Network Holdings, Inc.(5)(6)(17)	First lien senior secured loan	SR +	5.00%	03/2029	15,000	14,700	15,009	0.8	%

10

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of March 31, 2024

(Amounts in thousands, except share amounts)

(Unaudited)

Company(1)(2)(18)(23)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
Finastra USA, Inc.(5)(8)(16)	First lien senior secured loan	SR +	7.25%	09/2029	12,014	11,894	11,954	0.6	%
Finastra USA, Inc.(5)(6)(13)(16)	First lien senior secured revolving loan	SR +	7.25%	09/2029	231	218	225	—	%
KRIV Acquisition Inc. (dba Riveron)(5)(7)	First lien senior secured loan	SR +	6.50%	07/2029	1,755	1,707	1,720	0.1	%
KRIV Acquisition Inc. (dba Riveron)(5)(13)(14)(15)	First lien senior secured delayed draw term loan	SR +	6.50%	07/2025	—	(3)	(1)	—	%
KRIV Acquisition Inc. (dba Riveron)(5)(13)(14)	First lien senior secured revolving loan	SR +	6.50%	07/2029	—	(6)	(5)	—	%
NMI Acquisitionco, Inc. (dba Network Merchants)(5)(6)	First lien senior secured loan	SR +	5.75%	09/2028	9,265	9,211	9,242	0.5	%
NMI Acquisitionco, Inc. (dba Network Merchants)(5)(6)	First lien senior secured delayed draw term loan	SR +	5.75%	09/2028	3,008	2,988	3,000	0.2	%
NMI Acquisitionco, Inc. (dba Network Merchants)(5)(13)(14)	First lien senior secured revolving loan	SR +	5.75%	09/2028	—	(3)	(1)	—	%
Smarsh Inc.(5)(7)	First lien senior secured loan	SR +	5.75%	02/2029	762	756	762	—	%
Smarsh Inc.(5)(7)(13)(15)	First lien senior secured delayed draw term loan	SR +	5.75%	02/2025	95	94	95	—	%
Smarsh Inc.(5)(6)(13)	First lien senior secured revolving loan	SR +	5.75%	02/2029	3	3	3	—	%
						46,510	46,965	2.5	%
Food and beverage
Balrog Acquisition, Inc. (dba BakeMark)(5)(6)	Second lien senior secured loan	SR +	7.00%	09/2029	6,000	5,962	6,000	0.3	%
Blast Bidco Inc. (dba Bazooka Candy Brands)(5)(7)	First lien senior secured loan	SR +	6.00%	10/2030	8,507	8,305	8,359	0.4	%
Blast Bidco Inc. (dba Bazooka Candy Brands)(5)(13)(14)	First lien senior secured revolving loan	SR +	6.00%	10/2029	—	(23)	(17)	—	%
BP Veraison Buyer, LLC (dba Sun World)(5)(7)	First lien senior secured loan	SR +	5.50%	05/2027	34,695	34,446	34,695	1.8	%
BP Veraison Buyer, LLC (dba Sun World)(5)(13)(14)	First lien senior secured revolving loan	SR +	5.50%	05/2027	—	(29)	—	—	%

11

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of March 31, 2024

(Amounts in thousands, except share amounts)

(Unaudited)

Company(1)(2)(18)(23)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
Fiesta Purchaser, Inc. (dba Shearer's Foods)(5)(6)(17)	First lien senior secured loan	SR +	4.00%	02/2031	25,000	24,055	25,028	1.3	%
Fiesta Purchaser, Inc. (dba Shearer's Foods)(5)(7)(13)	First lien senior secured revolving loan	SR +	4.50%	02/2029	572	451	572	—	%
Hissho Sushi Merger Sub LLC(5)(7)	First lien senior secured loan	SR +	5.50%	05/2028	890	883	890	—	%
Hissho Sushi Merger Sub LLC(5)(13)	First lien senior secured revolving loan	SR +	5.50%	05/2028	—	—	—	—	%
Innovation Ventures HoldCo, LLC (dba 5 Hour Energy)(5)(6)	First lien senior secured loan	SR +	6.25%	03/2027	37,000	36,562	36,723	1.9	%
KBP Brands, LLC(5)(7)	First lien senior secured loan	SR +	5.50%	05/2027	285	283	281	—	%
KBP Brands, LLC(5)(7)	First lien senior secured delayed draw term loan	SR +	5.50%	05/2027	654	649	644	—	%
Rushmore Investment III LLC (dba Winland Foods)(5)(7)	First lien senior secured loan	SR +	6.00%	10/2030	41,968	41,335	41,548	2.2	%
Tacala, LLC(5)(6)(17)	First lien senior secured loan	SR +	4.00%	01/2031	15,000	14,963	14,996	0.8	%
The Better Being Co., LLC (fka Nutraceutical International Corporation)(5)(6)	First lien senior secured loan	SR +	7.50% (3.75% PIK)	09/2026	10,728	10,657	9,923	0.5	%
The Better Being Co., LLC (fka Nutraceutical International Corporation)(5)(6)(13)	First lien senior secured revolving loan	SR +	7.50%	09/2026	221	217	165	—	%
The Better Being Co., LLC (fka Nutraceutical International Corporation)(5)(6)	First lien senior secured revolving loan	SR +	7.50% (3.75% PIK)	09/2026	41	41	38	—	%
Ultimate Baked Goods Midco, LLC(5)(6)	First lien senior secured loan	SR +	6.25%	08/2027	16,129	15,875	16,129	0.8	%
Ultimate Baked Goods Midco, LLC(5)(13)(14)	First lien senior secured revolving loan	SR +	6.25%	08/2027	—	(28)	—	—	%
						194,604	195,974	10.0	%
Healthcare equipment and services
Bamboo US BidCo LLC(5)(7)	First lien senior secured loan	SR +	6.75% (3.38% PIK)	09/2030	2,483	2,413	2,427	0.1	%

12

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of March 31, 2024

(Amounts in thousands, except share amounts)

(Unaudited)

Company(1)(2)(18)(23)	Investment	Interest		Maturity Date	Par / Units		Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
Bamboo US BidCo LLC(5)(12)	First lien senior secured EUR term loan	E +	6.75% (3.38% PIK)	09/2030	€	1,545	1,590	1,631	0.1	%
Bamboo US BidCo LLC(5)(7)(13)(15)	First lien senior secured delayed draw term loan	SR +	6.75% (3.38% PIK)	03/2025	41		35	38	—	%
Bamboo US BidCo LLC(5)(13)(14)	First lien senior secured revolving loan	SR +	6.00%	10/2029	—		(14)	(12)	—	%
Confluent Medical Technologies, Inc.(5)(7)	First lien senior secured loan	SR +	3.75%	02/2029	15,000		14,866	15,000	0.8	%
CSC MKG Topco LLC. (dba Medical Knowledge Group)(5)(6)	First lien senior secured loan	SR +	5.75%	02/2029	839		826	831	—	%
CSC MKG Topco LLC. (dba Medical Knowledge Group)(5)(6)	First lien senior secured loan	SR +	5.75%	02/2029	2,948		2,870	2,918	0.2	%
Medline Borrower, LP(5)(13)	First lien senior secured revolving loan	SR +	3.00%	10/2026	—		—	—	—	%
Nelipak Holding Company(5)(7)	First lien senior secured loan	SR +	5.50%	03/2031	6,310		6,216	6,216	0.3	%
Nelipak Holding Company(5)(13)(14)(15)	First lien senior secured delayed draw term loan	SR +	5.50%	03/2027	—		(18)	(18)	—	%
Nelipak Holding Company(5)(7)(13)	First lien senior secured revolving loan	SR +	5.50%	03/2031	544		517	517	—	%
NELIPAK EUROPEAN HOLDINGS COÖPERATIEF U.A.(5)(12)	First lien senior secured EUR term loan	E +	5.50%	03/2031	€	11,555	12,325	12,292	0.6	%
NELIPAK EUROPEAN HOLDINGS COÖPERATIEF U.A.(5)(13)(14)(15)	First lien senior secured EUR delayed draw term loan	E +	5.50%	03/2027	€	—	(36)	(36)	—	%
NELIPAK EUROPEAN HOLDINGS COÖPERATIEF U.A.(5)(13)(14)	First lien senior secured EUR revolving loan	E +	5.50%	03/2031	€	—	(13)	(13)	—	%
Packaging Coordinators Midco, Inc.(5)(7)(17)	First lien senior secured loan	SR +	3.50%	11/2027	19,949		19,853	19,975	1.0	%
Patriot Acquisition TopCo S.A.R.L (dba Corza Health, Inc.)(5)(7)(16)	First lien senior secured loan	SR +	5.50%	01/2028	33,849		33,506	33,849	1.8	%

13

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of March 31, 2024

(Amounts in thousands, except share amounts)

(Unaudited)

Company(1)(2)(18)(23)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
Patriot Acquisition TopCo S.A.R.L (dba Corza Health, Inc.)(5)(13)(14)(16)	First lien senior secured revolving loan	SR +	5.50%	01/2028	—	(20)	—	—	%
Rhea Parent, Inc.(5)(7)	First lien senior secured loan	SR +	5.50%	02/2029	760	749	760	—	%
						95,665	96,375	4.9	%
Healthcare providers and services
Allied Benefit Systems Intermediate LLC(5)(6)	First lien senior secured loan	SR +	5.25%	10/2030	5,072	4,999	5,021	0.3	%
Allied Benefit Systems Intermediate LLC(5)(13)(14)(15)	First lien senior secured delayed draw term loan	SR +	5.25%	10/2025	—	(7)	(2)	—	%
Belmont Buyer, Inc. (dba Valenz)(5)(8)	First lien senior secured loan	SR +	6.50%	06/2029	3,664	3,598	3,646	0.2	%
Belmont Buyer, Inc. (dba Valenz)(5)(8)(13)(15)	First lien senior secured delayed draw term loan	SR +	6.50%	12/2024	346	336	344	—	%
Belmont Buyer, Inc. (dba Valenz)(5)(13)(14)	First lien senior secured revolving loan	SR +	6.50%	06/2029	—	(8)	(2)	—	%
Confluent Health, LLC(5)(6)	First lien senior secured loan	SR +	5.00%	11/2028	5,000	4,853	5,000	0.3	%
Covetrus, Inc.(5)(7)	Second lien senior secured loan	SR +	9.25%	10/2030	25,000	24,547	25,000	1.3	%
Diagnostic Services Holdings, Inc. (dba Rayus Radiology)(5)(6)	First lien senior secured loan	SR +	5.50%	03/2025	2,487	2,487	2,487	0.1	%
Engage Debtco Limited(5)(7)(16)	First lien senior secured loan	SR +	5.75% (2.25% PIK)	07/2029	1,013	993	995	0.1	%
Ex Vivo Parent Inc. (dba OB Hospitalist)(5)(7)	First lien senior secured loan	SR +	9.75% PIK	09/2028	32,229	31,844	31,826	1.7	%
National Dentex Labs LLC (fka Barracuda Dental LLC)(5)(7)	First lien senior secured loan	SR +	8.00% (3.00% PIK)	04/2026	18,124	17,997	17,716	0.9	%
National Dentex Labs LLC (fka Barracuda Dental LLC)(5)(7)(13)	First lien senior secured revolving loan	SR +	7.00%	04/2026	1,530	1,517	1,495	0.1	%
KWOL Acquisition Inc. (dba Worldwide Clinical Trials)(5)(8)	First lien senior secured loan	SR +	6.25%	12/2029	12,332	12,097	12,147	0.6	%

14

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of March 31, 2024

(Amounts in thousands, except share amounts)

(Unaudited)

Company(1)(2)(18)(23)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
KWOL Acquisition Inc. (dba Worldwide Clinical Trials)(5)(13)(14)	First lien senior secured revolving loan	SR +	6.25%	12/2029	—	(31)	(25)	—	%
Natural Partners, LLC(5)(7)(16)	First lien senior secured loan	SR +	4.50%	11/2027	2,282	2,250	2,282	0.1	%
Natural Partners, LLC(5)(13)(14)(16)	First lien senior secured revolving loan	SR +	4.50%	11/2027	—	(2)	—	—	%
OB Hospitalist Group, Inc.(5)(7)	First lien senior secured loan	SR +	5.50%	09/2027	51,657	50,992	51,140	2.7	%
OB Hospitalist Group, Inc.(5)(6)(13)	First lien senior secured revolving loan	SR +	5.50%	09/2027	2,649	2,570	2,581	0.1	%
Pacific BidCo Inc.(5)(8)(16)	First lien senior secured loan	SR +	5.75% (3.20% PIK)	08/2029	10,488	10,276	10,409	0.5	%
Pacific BidCo Inc.(5)(13)(14)(15)(16)	First lien senior secured delayed draw term loan	SR +	5.75%	08/2025	—	(11)	—	—	%
PetVet Care Centers, LLC(5)(6)	First lien senior secured loan	SR +	6.00%	11/2030	25,407	25,162	25,280	1.3	%
PetVet Care Centers, LLC(5)(13)(14)(15)	First lien senior secured delayed draw term loan	SR +	6.00%	11/2025	—	(16)	—	—	%
PetVet Care Centers, LLC(5)(13)(14)	First lien senior secured revolving loan	SR +	6.00%	11/2029	—	(35)	(17)	—	%
Phoenix Newco, Inc. (dba Parexel)(5)(6)(17)	First lien senior secured loan	SR +	3.25%	11/2028	14,962	14,925	14,990	0.8	%
Plasma Buyer LLC (dba Pathgroup)(5)(7)	First lien senior secured loan	SR +	5.75%	05/2029	670	660	659	—	%
Plasma Buyer LLC (dba Pathgroup)(5)(7)(13)(15)	First lien senior secured delayed draw term loan	SR +	5.75%	09/2025	5	5	5	—	%
Plasma Buyer LLC (dba Pathgroup)(5)(7)(13)	First lien senior secured revolving loan	SR +	5.75%	05/2028	45	44	44	—	%
PPV Intermediate Holdings, LLC(5)(7)	First lien senior secured loan	SR +	5.75%	08/2029	27,986	27,521	27,636	1.4	%
PPV Intermediate Holdings, LLC(5)(13)(14)(15)	First lien senior secured delayed draw term loan	SR +	6.00%	09/2025	—	(8)	(4)	—	%
PPV Intermediate Holdings, LLC(5)(13)(14)	First lien senior secured revolving loan	SR +	5.75%	08/2029	—	(31)	(25)	—	%
Premise Health Holding Corp.(5)(7)	First lien senior secured loan	SR +	5.50%	03/2031	15,324	15,096	15,094	0.9	%

15

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of March 31, 2024

(Amounts in thousands, except share amounts)

(Unaudited)

Company(1)(2)(18)(23)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
Premise Health Holding Corp.(5)(13)(14)	First lien senior secured revolving loan	SR +	5.50%	03/2030	—	(26)	(27)	—	%
Quva Pharma, Inc.(5)(7)	First lien senior secured loan	SR +	5.50%	04/2028	11,523	11,299	11,494	0.7	%
Quva Pharma, Inc.(5)(7)(13)	First lien senior secured revolving loan	SR +	5.50%	04/2026	236	222	233	—	%
TC Holdings, LLC (dba TrialCard)(5)(7)	First lien senior secured loan	SR +	5.00%	04/2027	2,193	2,179	2,193	0.1	%
TC Holdings, LLC (dba TrialCard)(5)(13)(14)	First lien senior secured revolving loan	SR +	5.00%	04/2027	—	(2)	—	—	%
Tivity Health, Inc(5)(7)	First lien senior secured loan	SR +	6.00%	06/2029	985	965	983	0.1	%
Unified Women's Healthcare, LP(5)(6)	First lien senior secured loan	SR +	5.25%	06/2029	900	894	900	—	%
Unified Women's Healthcare, LP(5)(13)	First lien senior secured revolving loan	SR +	5.25%	06/2029	—	—	—	—	%
Unified Women's Healthcare, LP(5)(6)	First lien senior secured loan	SR +	5.50%	06/2029	9,975	9,905	9,975	0.5	%
Unified Women's Healthcare, LP(5)(13)(14)(15)	First lien senior secured delayed draw term loan	SR +	5.50%	10/2025	—	(19)	—	—	%
Unified Women's Healthcare, LP(5)(13)(14)(15)	First lien senior secured delayed draw term loan	SR +	5.25%	03/2026	—	(27)	—	—	%
Vermont Aus Pty Ltd(5)(7)(16)	First lien senior secured loan	SR +	5.65%	03/2028	980	962	973	0.1	%
XRL 1 LLC (dba XOMA)(22)	First lien senior secured loan		9.88%	12/2038	6,500	6,383	6,305	0.3	%
XRL 1 LLC (dba XOMA)(13)(14)(15)(22)	First lien senior secured delayed draw term loan		9.88%	12/2025	—	(7)	(15)	—	%
						287,348	288,736	15.2	%
Healthcare technology
BCPE Osprey Buyer, Inc. (dba PartsSource)(5)(7)	First lien senior secured loan	SR +	5.75%	08/2028	53,088	52,495	52,690	2.8	%
BCPE Osprey Buyer, Inc. (dba PartsSource)(5)(6)	First lien senior secured delayed draw term loan	SR +	5.75%	08/2028	2,761	2,724	2,740	0.1	%
BCPE Osprey Buyer, Inc. (dba PartsSource)(5)(13)(14)(15)	First lien senior secured delayed draw term loan	SR +	5.75%	10/2025	—	(110)	—	—	%
BCPE Osprey Buyer, Inc. (dba PartsSource)(5)(6)(13)	First lien senior secured revolving loan	SR +	5.75%	08/2026	3,011	2,964	2,969	0.2	%

16

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of March 31, 2024

(Amounts in thousands, except share amounts)

(Unaudited)

Company(1)(2)(18)(23)	Investment	Interest		Maturity Date	Par / Units		Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
BridgeBio Pharma, Inc.(5)(7)(16)	First lien senior secured loan	SR +	6.75%	01/2029	15,000		14,978	14,850	0.8	%
Cotiviti, Inc.(5)(7)(17)	First lien senior secured loan	SR +	3.25%	03/2031	10,000		9,950	9,983	0.5	%
Datix Bidco Limited (dba RLDatix)(5)(11)(16)	First lien senior secured GBP term loan	SA +	4.50%	04/2025	£	319	435	403	—	%
Datix Bidco Limited (dba RLDatix)(5)(11)(16)	Second lien senior secured GBP term loan	SA +	7.75%	04/2026	£	1,667	2,269	2,105	0.1	%
GI Ranger Intermediate, LLC (dba Rectangle Health)(5)(7)	First lien senior secured loan	SR +	6.00%	10/2028	20,554		20,260	20,245	1.1	%
GI Ranger Intermediate, LLC (dba Rectangle Health)(5)(13)(14)	First lien senior secured revolving loan	SR +	6.00%	10/2027	—		(20)	(25)	—	%
Imprivata, Inc.(5)(7)	Second lien senior secured loan	SR +	6.25%	12/2028	882		874	882	—	%
Indikami Bidco, LLC (dba IntegriChain)(5)(6)	First lien senior secured loan	SR +	6.50% (2.50% PIK)	12/2030	4,029		3,941	3,969	0.2	%
Indikami Bidco, LLC (dba IntegriChain)(5)(13)(14)(15)	First lien senior secured delayed draw term loan	SR +	6.00%	12/2025	—		(5)	—	—	%
Indikami Bidco, LLC (dba IntegriChain)(5)(6)(13)	First lien senior secured revolving loan	SR +	6.00%	06/2030	101		90	93	—	%
Intelerad Medical Systems Incorporated(5)(7)(16)	First lien senior secured loan	SR +	6.50%	08/2026	44,057		43,748	42,845	2.2	%
Intelerad Medical Systems Incorporated(5)(7)(16)	First lien senior secured revolving loan	SR +	6.50%	08/2026	3,040		3,025	2,956	0.2	%
Interoperability Bidco, Inc. (dba Lyniate)(5)(7)	First lien senior secured loan	SR +	7.00%	12/2026	4,687		4,668	4,593	0.2	%
Interoperability Bidco, Inc. (dba Lyniate)(5)(7)(13)	First lien senior secured revolving loan	SR +	7.00%	12/2024	143		142	135	—	%
Ocala Bidco, Inc.(5)(7)	First lien senior secured loan	SR +	6.25% (2.75% PIK)	11/2028	53,677		52,767	53,006	2.8	%
Ocala Bidco, Inc.(5)(7)(13)(15)	First lien senior secured delayed draw term loan	SR +	6.25% (2.75% PIK)	05/2024	2,528		2,453	2,497	0.1	%

17

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of March 31, 2024

(Amounts in thousands, except share amounts)

(Unaudited)

Company(1)(2)(18)(23)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
Ocala Bidco, Inc.(5)(7)	Second lien senior secured loan	SR +	10.50% PIK	11/2033	32,699	32,262	32,372	1.8	%
Project Ruby Ultimate Parent Corp. (dba Wellsky)(5)(6)(17)	First lien senior secured loan	SR +	3.50%	03/2028	15,000	14,928	15,000	0.9	%
RL Datix Holdings (USA), Inc.(5)(8)(16)	First lien senior secured loan	SR +	4.50%	04/2025	11,900	11,817	11,900	0.6	%
RL Datix Holdings (USA), Inc.(5)(8)(13)(16)	First lien senior secured revolving loan	SR +	4.50%	10/2024	1,006	984	1,006	0.1	%
RL Datix Holdings (USA), Inc.(5)(8)(16)	Second lien senior secured loan	SR +	7.75%	04/2026	6,167	6,086	6,167	0.3	%
Waystar Technologies, Inc.(5)(6)(17)	First lien senior secured loan	SR +	4.00%	10/2029	5,000	4,994	5,008	0.4	%
						288,719	288,389	15.4	%
Household products
Aptive Environmental, LLC(22)	First lien senior secured loan		12.00% (6.00% PIK)	01/2026	3,296	2,981	3,387	0.2	%
Mario Midco Holdings, Inc. (dba Len the Plumber)(5)(6)	Unsecured facility	SR +	10.75% PIK	04/2032	1,993	1,953	1,983	0.1	%
Mario Purchaser, LLC (dba Len the Plumber)(5)(6)	First lien senior secured loan	SR +	5.75%	04/2029	5,151	5,070	5,138	0.3	%
Mario Purchaser, LLC (dba Len the Plumber)(5)(6)(13)(15)	First lien senior secured delayed draw term loan	SR +	5.75%	04/2024	2,356	2,315	2,350	0.1	%
Mario Purchaser, LLC (dba Len the Plumber)(5)(13)(14)	First lien senior secured revolving loan	SR +	5.75%	04/2028	—	(7)	(1)	—	%
Simplisafe Holding Corporation(5)(6)	First lien senior secured loan	SR +	6.25%	05/2028	2,022	1,992	2,017	0.1	%
Simplisafe Holding Corporation(5)(6)(13)(15)	First lien senior secured delayed draw term loan	SR +	6.25%	05/2024	68	66	68	—	%
						14,370	14,942	0.8	%
Human resource support services
Cornerstone OnDemand, Inc.(5)(6)	Second lien senior secured loan	SR +	6.50%	10/2029	44,583	44,070	42,689	2.2	%
IG Investments Holdings, LLC (dba Insight Global)(5)(7)	First lien senior secured loan	SR +	6.00%	09/2028	67,841	66,882	67,333	3.5	%

18

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of March 31, 2024

(Amounts in thousands, except share amounts)

(Unaudited)

Company(1)(2)(18)(23)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
IG Investments Holdings, LLC (dba Insight Global)(5)(13)(14)	First lien senior secured revolving loan	SR +	6.00%	09/2027	—	(63)	(41)	—	%
						110,889	109,981	5.7	%
Infrastructure and environmental services
AWP Group Holdings, Inc.(5)(7)	First lien senior secured loan	SR +	5.50%	12/2029	760	748	752	—	%
AWP Group Holdings, Inc.(5)(7)(13)(15)	First lien senior secured delayed draw term loan	SR +	5.50%	08/2025	8	6	8	—	%
AWP Group Holdings, Inc.(5)(7)(13)	First lien senior secured revolving loan	SR +	5.50%	12/2029	37	35	35	—	%
FR Vision Holdings, Inc. (dba CHA Consulting)(5)(7)	First lien senior secured loan	SR +	5.50%	01/2031	13,084	12,956	12,953	0.7	%
FR Vision Holdings, Inc. (dba CHA Consulting)(5)(7)(13)(15)	First lien senior secured delayed draw term loan	SR +	5.50%	01/2026	1,102	1,070	1,075	0.1	%
FR Vision Holdings, Inc. (dba CHA Consulting)(5)(13)(14)	First lien senior secured revolving loan	SR +	5.50%	01/2030	—	(10)	(11)	—	%
KENE Acquisition, Inc. (dba Entrust Solutions Group)(5)(7)	First lien senior secured loan	SR +	5.25%	02/2031	6,221	6,099	6,097	0.3	%
KENE Acquisition, Inc. (dba Entrust Solutions Group)(5)(13)(14)(15)	First lien senior secured delayed draw term loan	SR +	5.25%	02/2026	—	(27)	(28)	—	%
KENE Acquisition, Inc. (dba Entrust Solutions Group)(5)(13)(14)	First lien senior secured revolving loan	SR +	5.25%	02/2031	—	(16)	(17)	—	%
Tamarack Intermediate, L.L.C. (dba Verisk 3E)(5)(7)	First lien senior secured loan	SR +	5.75%	03/2028	673	664	665	—	%
Tamarack Intermediate, L.L.C. (dba Verisk 3E)(5)(7)	First lien senior secured loan	SR +	5.50%	03/2028	16	16	16	—	%
Tamarack Intermediate, L.L.C. (dba Verisk 3E)(5)(7)(13)(15)	First lien senior secured delayed draw term loan	SR +	5.75%	10/2025	25	24	25	—	%
Tamarack Intermediate, L.L.C. (dba Verisk 3E)(5)(13)(14)	First lien senior secured revolving loan	SR +	5.75%	03/2028	—	(1)	(1)	—	%
						21,564	21,569	1.1	%
Insurance

19

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of March 31, 2024

(Amounts in thousands, except share amounts)

(Unaudited)

Company(1)(2)(18)(23)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
Alera Group, Inc.(5)(6)	First lien senior secured loan	SR +	5.25%	10/2028	87,759	86,379	87,759	4.7	%
AmeriLife Holdings LLC(5)(7)	First lien senior secured loan	SR +	5.75%	08/2029	7,182	7,063	7,164	0.4	%
AmeriLife Holdings LLC(5)(8)	First lien senior secured delayed draw term loan	SR +	5.75%	08/2029	1,801	1,772	1,796	0.1	%
AmeriLife Holdings LLC(5)(7)(13)(15)	First lien senior secured delayed draw term loan	SR +	5.75%	10/2025	151	135	150	—	%
AmeriLife Holdings LLC(5)(13)(14)	First lien senior secured revolving loan	SR +	5.75%	08/2028	—	(13)	(2)	—	%
AssuredPartners, Inc.(5)(6)(17)	First lien senior secured loan	SR +	3.50%	02/2031	5,000	4,975	5,005	0.3	%
Asurion, LLC(5)(6)(17)	First lien senior secured loan	SR +	4.25%	08/2028	6,982	6,923	6,730	0.3	%
Asurion, LLC(5)(6)(17)	Second lien senior secured loan	SR +	5.25%	01/2028	5,000	5,000	4,488	0.2	%
Asurion, LLC(5)(6)(17)	Second lien senior secured loan	SR +	5.25%	01/2029	15,000	14,894	13,362	0.7	%
Brightway Holdings, LLC(5)(8)	First lien senior secured loan	SR +	6.50%	12/2027	17,537	17,387	17,274	0.9	%
Brightway Holdings, LLC(5)(7)	First lien senior secured loan	SR +	6.50%	12/2027	2,100	2,079	2,069	0.1	%
Brightway Holdings, LLC(5)(7)(13)	First lien senior secured revolving loan	SR +	6.50%	12/2027	316	300	284	—	%
Evolution BuyerCo, Inc. (dba SIAA)(5)(7)	First lien senior secured loan	SR +	6.25%	04/2028	29,132	28,861	29,132	1.6	%
Evolution BuyerCo, Inc. (dba SIAA)(5)(7)(13)	First lien senior secured delayed draw term loan	SR +	6.00%	12/2025	828	796	823	0.1	%
Evolution BuyerCo, Inc. (dba SIAA)(5)(13)(14)	First lien senior secured revolving loan	SR +	6.25%	04/2027	—	(16)	—	—	%
Galway Borrower LLC(5)(13)(14)(15)	First lien senior secured delayed draw term loan	SR +	5.00%	02/2026	—	(8)	(8)	—	%
Galway Borrower LLC(5)(7)(13)	First lien senior secured revolving loan	SR +	5.25%	09/2028	32	30	30	—	%
Hyperion Refinance S.à r.l (dba Howden Group)(5)(6)(16)(17)	First lien senior secured loan	SR +	3.50%	02/2031	20,000	19,902	20,002	1.0	%
Integrity Marketing Acquisition, LLC(5)(7)	First lien senior secured loan	SR +	5.80%	08/2026	4,013	4,005	4,013	0.2	%

20

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of March 31, 2024

(Amounts in thousands, except share amounts)

(Unaudited)

Company(1)(2)(18)(23)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
Integrity Marketing Acquisition, LLC(5)(7)	First lien senior secured loan	SR +	6.00%	08/2026	203	201	203	—	%
Integrity Marketing Acquisition, LLC(5)(7)	First lien senior secured loan	SR +	6.05%	08/2026	397	397	397	—	%
Integrity Marketing Acquisition, LLC(5)(7)(13)(15)	First lien senior secured delayed draw term loan	SR +	6.00%	02/2025	120	112	120	—	%
Integrity Marketing Acquisition, LLC(5)(13)(14)	First lien senior secured revolving loan	SR +	6.50%	08/2026	—	(2)	—	—	%
KUSRP Intermediate, Inc. (dba U.S. Retirement and Benefits Partners)(5)(7)	First lien senior secured loan	SR +	10.50% PIK	07/2030	14,499	14,352	14,499	0.8	%
Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services)(5)(6)	First lien senior secured loan	SR +	6.00%	11/2028	27,570	27,375	27,570	1.4	%
Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services)(5)(13)(14)	First lien senior secured revolving loan	SR +	6.00%	11/2027	—	(9)	—	—	%
PCF Midco II, LLC (dba PCF Insurance Services)(22)	First lien senior secured loan		9.00% PIK	10/2031	39,934	37,362	37,339	1.9	%
TEMPO BUYER CORP. (dba Global Claims Services)(5)(7)	First lien senior secured loan	SR +	5.50%	08/2028	35,702	35,204	35,613	1.9	%
TEMPO BUYER CORP. (dba Global Claims Services)(5)(7)(13)	First lien senior secured revolving loan	SR +	5.00%	08/2027	2,167	2,108	2,154	0.1	%

21

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of March 31, 2024

(Amounts in thousands, except share amounts)

(Unaudited)

Company(1)(2)(18)(23)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
USRP Holdings, Inc. (dba U.S. Retirement and Benefits Partners)(5)(8)	First lien senior secured loan	SR +	5.75%	07/2027	14,754	14,572	14,680	0.9	%
USRP Holdings, Inc. (dba U.S. Retirement and Benefits Partners)(5)(13)(14)	First lien senior secured revolving loan	SR +	5.75%	07/2027	—	(12)	(5)	—	%
						332,124	332,641	17.6	%
Internet software and services
Anaplan, Inc.(5)(7)	First lien senior secured loan	SR +	6.50%	06/2029	27,016	26,798	27,016	1.4	%
Anaplan, Inc.(5)(13)(14)	First lien senior secured revolving loan	SR +	6.50%	06/2028	—	(14)	—	—	%
Azurite Intermediate Holdings, Inc. (dba Alteryx, Inc.)(5)(6)	First lien senior secured loan	SR +	6.50%	03/2031	1,176	1,158	1,158	0.1	%
Azurite Intermediate Holdings, Inc. (dba Alteryx, Inc.)(5)(13)(14)(15)	First lien senior secured delayed draw term loan	SR +	6.50%	03/2026	—	(20)	(20)	—	%
Azurite Intermediate Holdings, Inc. (dba Alteryx, Inc.)(5)(13)(14)	First lien senior secured revolving loan	SR +	6.50%	03/2031	—	(6)	(6)	—	%
Aptean Acquiror, Inc. (dba Aptean)(5)(7)	First lien senior secured loan	SR +	5.25%	01/2031	15,705	15,551	15,548	0.8	%
Aptean Acquiror, Inc. (dba Aptean)(5)(7)(13)(15)	First lien senior secured delayed draw term loan	SR +	5.25%	01/2026	138	124	123	—	%
Aptean Acquiror, Inc. (dba Aptean)(5)(13)(14)	First lien senior secured revolving loan	SR +	5.25%	01/2031	—	(14)	(15)	—	%
Avalara, Inc.(5)(7)	First lien senior secured loan	SR +	7.25%	10/2028	27,273	26,938	27,273	1.4	%
Avalara, Inc.(5)(13)(14)	First lien senior secured revolving loan	SR +	7.25%	10/2028	—	(31)	—	—	%
Bayshore Intermediate #2, L.P. (dba Boomi)(5)(7)	First lien senior secured loan	SR +	7.50% PIK	10/2028	24,631	24,320	24,447	1.3	%
Bayshore Intermediate #2, L.P. (dba Boomi)(5)(6)(13)	First lien senior secured revolving loan	SR +	6.75%	10/2027	212	192	201	—	%
BCTO BSI Buyer, Inc. (dba Buildertrend)(5)(7)	First lien senior secured loan	SR +	7.50% PIK	12/2026	10,856	10,798	10,856	0.6	%
BCTO BSI Buyer, Inc. (dba Buildertrend)(5)(13)(14)	First lien senior secured revolving loan	SR +	7.50%	12/2026	—	(11)	—	—	%

22

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of March 31, 2024

(Amounts in thousands, except share amounts)

(Unaudited)

Company(1)(2)(18)(23)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
CivicPlus, LLC(5)(7)	First lien senior secured loan	SR +	6.50% (2.50% PIK)	08/2027	15,891	15,793	15,891	0.8	%
CivicPlus, LLC(5)(13)(14)	First lien senior secured revolving loan	SR +	6.00%	08/2027	—	(6)	—	—	%
Cloud Software Group, Inc.(5)(7)	First lien senior secured loan	SR +	4.50%	03/2031	15,000	14,888	14,925	0.8	%
CP PIK Debt Issuer, LLC (dba CivicPlus, LLC)(5)(7)	Unsecured notes	SR +	11.75% PIK	06/2034	8,120	7,955	8,120	0.4	%
Coupa Holdings, LLC(5)(7)	First lien senior secured loan	SR +	7.50%	02/2030	785	768	779	—	%
Coupa Holdings, LLC(5)(13)(14)(15)	First lien senior secured delayed draw term loan	SR +	7.50%	08/2024	—	(1)	—	—	%
Coupa Holdings, LLC(5)(13)(14)	First lien senior secured revolving loan	SR +	7.50%	02/2029	—	(1)	—	—	%
Crewline Buyer, Inc. (dba New Relic)(5)(7)	First lien senior secured loan	SR +	6.75%	11/2030	36,460	35,934	36,095	1.9	%
Crewline Buyer, Inc. (dba New Relic)(5)(13)(14)	First lien senior secured revolving loan	SR +	6.75%	11/2030	—	(54)	(38)	—	%
EET Buyer, Inc. (dba e-Emphasys)(5)(7)	First lien senior secured loan	SR +	6.50%	11/2027	19,155	19,028	19,155	1.0	%
EET Buyer, Inc. (dba e-Emphasys)(5)(7)(13)	First lien senior secured revolving loan	SR +	6.50%	11/2027	391	379	391	—	%
Forescout Technologies, Inc.(5)(7)	First lien senior secured loan	SR +	8.00%	08/2026	17,680	17,614	17,768	1.0	%
Forescout Technologies, Inc.(5)(7)	First lien senior secured loan	SR +	8.00%	08/2026	9,506	9,454	9,553	0.5	%
Forescout Technologies, Inc.(5)(13)(14)(15)	First lien senior secured delayed draw term loan	SR +	8.00%	07/2024	—	(28)	—	—	%
Forescout Technologies, Inc.(5)(13)(14)	First lien senior secured revolving loan	SR +	8.00%	08/2026	—	(11)	—	—	%
Catalis Intermediate, Inc. (fka GovBrands Intermediate, Inc.)(5)(7)	First lien senior secured loan	SR +	5.50%	08/2027	8,158	8,031	7,872	0.4	%
Catalis Intermediate, Inc. (fka GovBrands Intermediate, Inc.)(5)(7)	First lien senior secured delayed draw term loan	SR +	5.50%	08/2027	1,835	1,816	1,771	0.1	%
Catalis Intermediate, Inc. (fka GovBrands Intermediate, Inc.)(5)(7)(13)	First lien senior secured revolving loan	SR +	5.50%	08/2027	303	291	273	—	%

23

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of March 31, 2024

(Amounts in thousands, except share amounts)

(Unaudited)

Company(1)(2)(18)(23)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
Fleet U.S. Bidco Inc. (dba Argus Media)(5)(6)(16)	First lien senior secured loan	SR +	3.25%	02/2031	5,000	4,975	5,000	0.3	%
Granicus, Inc.(5)(6)	First lien senior secured loan	SR +	5.75% (2.25% PIK)	01/2031	9,683	9,588	9,586	0.5	%
Granicus, Inc.(5)(13)(14)(15)	First lien senior secured delayed draw term loan	SR +	5.75% (2.25% PIK)	01/2026	—	(7)	(7)	—	%
Granicus, Inc.(5)(13)(14)	First lien senior secured revolving loan	SR +	5.25%	01/2031	—	(13)	(14)	—	%
GS Acquisitionco, Inc. (dba insightsoftware)(5)(7)	First lien senior secured loan	SR +	5.00%	05/2026	8,878	8,855	8,856	0.5	%
GS Acquisitionco, Inc. (dba insightsoftware)(5)(13)(14)(15)	First lien senior secured delayed draw term loan	SR +	5.00%	03/2026	—	(2)	—	—	%
GS Acquisitionco, Inc. (dba insightsoftware)(5)(13)(14)	First lien senior secured revolving loan	SR +	5.50%	05/2026	—	(1)	(1)	—	%
Hyland Software, Inc.(5)(6)	First lien senior secured loan	SR +	6.00%	09/2030	14,279	14,076	14,065	0.7	%
Hyland Software, Inc.(5)(13)(14)	First lien senior secured revolving loan	SR +	6.00%	09/2029	—	(9)	(10)	—	%
Icefall Parent, Inc. (dba EngageSmart)(5)(7)	First lien senior secured loan	SR +	6.50%	01/2030	11,226	11,007	11,002	0.6	%
Icefall Parent, Inc. (dba EngageSmart)(5)(13)(14)	First lien senior secured revolving loan	SR +	6.50%	01/2030	—	(21)	(21)	—	%
MessageBird BidCo B.V.(5)(6)(16)	First lien senior secured loan	SR +	6.75%	04/2027	5,867	5,791	5,867	0.3	%
Ministry Brands Holdings, LLC(5)(6)	First lien senior secured loan	SR +	5.50%	12/2028	10,295	10,142	10,089	0.5	%
Ministry Brands Holdings, LLC(5)(6)	First lien senior secured delayed draw term loan	SR +	5.50%	12/2028	1,041	1,026	1,020	0.1	%
Ministry Brands Holdings, LLC(5)(6)(13)	First lien senior secured revolving loan	SR +	5.50%	12/2027	101	88	81	—	%
PDI TA Holdings, Inc.(5)(6)	First lien senior secured loan	SR +	5.50%	02/2031	16,139	15,901	15,897	0.8	%
PDI TA Holdings, Inc.(5)(13)(14)(15)	First lien senior secured delayed draw term loan	SR +	5.50%	02/2026	—	(60)	(61)	—	%

24

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of March 31, 2024

(Amounts in thousands, except share amounts)

(Unaudited)

Company(1)(2)(18)(23)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
PDI TA Holdings, Inc.(5)(13)(14)	First lien senior secured revolving loan	SR +	5.50%	02/2031	—	(27)	(28)	—	%
Project Alpha Intermediate Holding, Inc. (dba Qlik)(5)(7)(17)	First lien senior secured loan	SR +	4.75%	10/2030	10,000	9,809	10,047	0.5	%
Proofpoint, Inc.(5)(6)(17)	First lien senior secured loan	SR +	3.25%	08/2028	9,974	9,919	9,974	0.5	%
QAD Inc.(5)(6)	First lien senior secured loan	SR +	5.38%	11/2027	45,571	44,968	45,228	2.4	%
QAD Inc.(5)(13)(14)	First lien senior secured revolving loan	SR +	6.00%	11/2027	—	(72)	(45)	—	%
Sailpoint Technologies Holdings, Inc.(5)(7)	First lien senior secured loan	SR +	6.00%	08/2029	22,820	22,421	22,763	1.2	%
Sailpoint Technologies Holdings, Inc.(5)(13)(14)	First lien senior secured revolving loan	SR +	6.00%	08/2028	—	(32)	(5)	—	%
Securonix, Inc.(5)(7)	First lien senior secured loan	SR +	6.00%	04/2028	847	841	780	—	%
Securonix, Inc.(5)(13)(14)	First lien senior secured revolving loan	SR +	6.00%	04/2028	—	(1)	(12)	—	%
Thunder Purchaser, Inc. (dba Vector Solutions)(5)(7)	First lien senior secured loan	SR +	5.75%	06/2028	35,371	35,134	35,282	1.9	%
Thunder Purchaser, Inc. (dba Vector Solutions)(5)(7)	First lien senior secured delayed draw term loan	SR +	5.75%	06/2028	2,865	2,865	2,858	0.1	%
Thunder Purchaser, Inc. (dba Vector Solutions)(5)(7)(13)	First lien senior secured revolving loan	SR +	5.75%	06/2027	2,113	2,093	2,105	0.1	%
When I Work, Inc.(5)(7)	First lien senior secured loan	SR +	7.00% PIK	11/2027	25,575	25,427	24,936	1.3	%
When I Work, Inc.(5)(13)(14)	First lien senior secured revolving loan	SR +	6.00%	11/2027	—	(25)	(104)	—	%
Zendesk, Inc.(5)(7)	First lien senior secured loan	SR +	6.25%	11/2028	24,038	23,559	23,918	1.2	%
Zendesk, Inc.(5)(13)(14)(15)	First lien senior secured delayed draw term loan	SR +	6.25%	11/2024	—	(68)	—	—	%
Zendesk, Inc.(5)(13)(14)	First lien senior secured revolving loan	SR +	6.25%	11/2028	—	(47)	(12)	—	%
						495,733	498,170	26.0	%

25

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of March 31, 2024

(Amounts in thousands, except share amounts)

(Unaudited)

Company(1)(2)(18)(23)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
Leisure and entertainment
Troon Golf, L.L.C.(5)(7)	First lien senior secured loan	SR +	5.50%	08/2027	69,172	68,958	69,172	3.6	%
Troon Golf, L.L.C.(5)(13)(14)	First lien senior secured revolving loan	SR +	5.50%	08/2026	—	(13)	—	—	%
						68,945	69,172	3.6	%
Manufacturing
Engineered Machinery Holdings, Inc. (dba Duravant)(5)(7)(17)	First lien senior secured loan	SR +	3.75%	05/2028	9,974	9,902	9,933	0.5	%
FARADAY BUYER, LLC (dba MacLean Power Systems)(5)(7)	First lien senior secured loan	SR +	6.00%	10/2028	45,755	44,896	45,069	2.3	%
FARADAY BUYER, LLC (dba MacLean Power Systems)(5)(13)(14)(15)	First lien senior secured delayed draw term loan	SR +	6.00%	11/2025	—	(44)	(24)	—	%
Gloves Buyer, Inc. (dba Protective Industrial Products)(5)(6)	Second lien senior secured loan	SR +	8.25%	12/2028	6,300	6,191	6,284	0.3	%
MHE Intermediate Holdings, LLC (dba OnPoint Group)(5)(7)	First lien senior secured loan	SR +	6.00%	07/2027	27,586	27,417	27,586	1.5	%
MHE Intermediate Holdings, LLC (dba OnPoint Group)(5)(7)	First lien senior secured loan	SR +	6.25%	07/2027	3,848	3,792	3,848	0.2	%
MHE Intermediate Holdings, LLC (dba OnPoint Group)(5)(13)(14)	First lien senior secured revolving loan	SR +	6.00%	07/2027	—	(20)	—	—	%
Sonny's Enterprises, LLC(5)(7)	First lien senior secured loan	SR +	6.75%	08/2028	51,161	50,713	51,161	2.7	%
Sonny's Enterprises, LLC(5)(7)(13)(15)	First lien senior secured delayed draw term loan	SR +	6.75%	11/2024	388	380	388	—	%
Sonny's Enterprises, LLC(5)(13)(14)	First lien senior secured revolving loan	SR +	6.75%	08/2027	—	(68)	—	—	%
						143,159	144,245	7.5	%
Professional services
Apex Group Treasury, LLC(5)(10)(16)	Second lien senior secured loan	P +	5.75%	07/2029	11,618	11,471	11,560	0.6	%
Apex Service Partners, LLC(5)(7)	First lien senior secured loan	SR +	7.00% (2.00% PIK)	10/2030	7,317	7,143	7,153	0.4	%

26

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of March 31, 2024

(Amounts in thousands, except share amounts)

(Unaudited)

Company(1)(2)(18)(23)	Investment	Interest		Maturity Date	Par / Units		Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
Apex Service Partners, LLC(5)(7)(13)(15)	First lien senior secured delayed draw term loan	SR +	7.00% (2.00% PIK)	10/2025	955		923	925	—	%
Apex Service Partners, LLC(5)(7)(13)	First lien senior secured revolving loan	SR +	6.50%	10/2029	220		207	207	—	%
Gerson Lehrman Group, Inc.(5)(7)	First lien senior secured loan	SR +	5.25%	12/2027	33,066		32,785	32,772	1.8	%
Gerson Lehrman Group, Inc.(5)(13)(14)	First lien senior secured revolving loan	SR +	5.25%	12/2027	—		(14)	(15)	—	%
Guidehouse Inc.(5)(6)	First lien senior secured loan	SR +	5.75% (2.00% PIK)	12/2030	43,943		43,943	43,833	2.4	%
Relativity ODA LLC(5)(6)	First lien senior secured loan	SR +	6.50%	05/2027	17,320		17,189	17,320	0.9	%
Relativity ODA LLC(5)(13)(14)	First lien senior secured revolving loan	SR +	6.50%	05/2027	—		(12)	—	—	%
Sensor Technology Topco, Inc. (dba Humanetics)(5)(7)	First lien senior secured loan	SR +	7.00% (2.00% PIK)	05/2026	18,145		18,046	18,145	0.9	%
Sensor Technology Topco, Inc. (dba Humanetics)(5)(12)	First lien senior secured EUR term loan	E +	7.25% (2.25% PIK)	05/2026	€	3,273	3,536	3,534	0.2	%
Sensor Technology Topco, Inc. (dba Humanetics)(5)(6)(13)	First lien senior secured revolving loan	SR +	6.50%	05/2026	925		916	925	—	%
Vistage International, Inc.(5)(7)(17)	First lien senior secured loan	SR +	4.75%	07/2029	9,975		9,926	9,950	0.5	%
							146,059	146,309	7.7	%
Specialty retail
Galls, LLC(5)(7)	First lien senior secured loan	SR +	6.50% (1.50% PIK)	03/2030	24,314		23,952	23,928	1.2	%
Galls, LLC(5)(13)(14)(15)	First lien senior secured delayed draw term loan	SR +	6.50% (1.50% PIK)	03/2026	—		(50)	(28)	—	%

27

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of March 31, 2024

(Amounts in thousands, except share amounts)

(Unaudited)

Company(1)(2)(18)(23)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
Galls, LLC(5)(7)(13)	First lien senior secured revolving loan	SR +	6.50% (1.50% PIK)	03/2030	488	439	436	—	%
Ideal Image Development, LLC(5)(9)	First lien senior secured loan	SR +	6.50%	02/2029	2,927	2,897	2,898	0.2	%
Ideal Image Development, LLC(5)(9)(13)	First lien senior secured revolving loan	SR +	6.50%	02/2029	488	487	478	—	%
Milan Laser Holdings LLC(5)(7)	First lien senior secured loan	SR +	5.00%	04/2027	40,330	40,101	40,330	2.1	%
Milan Laser Holdings LLC(5)(13)(14)	First lien senior secured revolving loan	SR +	5.00%	04/2026	—	(27)	—	—	%
Notorious Topco, LLC (dba Beauty Industry Group)(5)(7)	First lien senior secured loan	SR +	6.75%	11/2027	59,545	58,941	56,121	2.9	%
Notorious Topco, LLC (dba Beauty Industry Group)(5)(7)	First lien senior secured delayed draw term loan	SR +	6.75%	11/2027	5,189	5,124	4,891	0.3	%
Notorious Topco, LLC (dba Beauty Industry Group)(5)(7)(13)	First lien senior secured revolving loan	SR +	6.75%	05/2027	1,761	1,715	1,457	0.1	%
The Shade Store, LLC(5)(7)	First lien senior secured loan	SR +	6.00%	10/2029	57,761	57,290	57,039	3.0	%
The Shade Store, LLC(5)(13)(14)(15)	First lien senior secured delayed draw term loan	SR +	7.00%	03/2026	—	(57)	—	—	%
The Shade Store, LLC(5)(7)(13)	First lien senior secured revolving loan	SR +	6.00%	10/2028	1,773	1,735	1,699	0.1	%
						192,547	189,249	9.9	%
Telecommunications
CCI BUYER, INC. (dba Consumer Cellular)(5)(7)(17)	First lien senior secured loan	SR +	4.00%	12/2027	9,974	9,904	9,910	0.5	%
EOS U.S. Finco LLC(5)(7)(16)(17)	First lien senior secured loan	SR +	6.00%	10/2029	8,540	8,147	6,969	0.4	%
EOS U.S. Finco LLC(5)(7)(13)(15)(16)(17)	First lien senior secured delayed draw term loan	SR +	6.00%	05/2026	35	7	(169)	—	%
Level 3 Financing, Inc.(5)(7)	First lien senior secured loan	SR +	6.56%	04/2029	1,466	1,466	1,466	0.1	%
Level 3 Financing, Inc.(5)(7)	First lien senior secured loan	SR +	6.56%	04/2030	1,466	1,466	1,466	0.1	%
Level 3 Financing, Inc.(5)(7)(17)	First lien senior secured loan	SR +	1.75%	03/2027	4,300	4,300	4,261	0.2	%
Park Place Technologies, LLC(5)(6)	First lien senior secured loan	SR +	5.25%	03/2031	9,425	9,331	9,330	0.5	%

28

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of March 31, 2024

(Amounts in thousands, except share amounts)

(Unaudited)

Company(1)(2)(18)(23)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
Park Place Technologies, LLC(5)(13)(14)(15)	First lien senior secured delayed draw term loan	SR +	5.25%	09/2025	—	(7)	(7)	—	%
Park Place Technologies, LLC(5)(13)(14)	First lien senior secured revolving loan	SR +	5.25%	03/2030	—	(11)	(11)	—	%
PPT Holdings III, LLC (dba Park Place Technologies)(22)	First lien senior secured loan		12.75% PIK	03/2034	3,000	2,925	2,925	0.2	%
						37,528	36,140	2.0	%
Transportation
Motus Group, LLC(5)(7)	Second lien senior secured loan	SR +	6.50%	12/2029	10,000	9,922	9,900	0.5	%
						9,922	9,900	0.5	%
Total non-controlled/non-affiliated portfolio company debt investments						3,573,349	3,577,374	185.7	%
Equity Investments
Automotive services
CD&R Value Building Partners I, L.P. (dba Belron)(16)(20)(21)(25)	LP Interest		N/A	N/A	32,865	32,911	41,090	2.0	%
Metis HoldCo, Inc. (dba Mavis Tire Express Services)(20)(22)	Series A Convertible Preferred Stock		7.00% PIK	N/A	32,308	38,763	39,528	2.1	%
						71,674	80,618	4.1	%
Buildings and real estate
Associations Finance, Inc.(20)(22)	Preferred Stock		13.50% PIK	N/A	35,000,000	40,542	41,046	2.1	%
Dodge Construction Network Holdings, L.P.(20)(21)	Class A-2 Common Units		N/A	N/A	431,889	368	296	—	%
Dodge Construction Network Holdings, L.P.(5)(7)(20)	Series A Preferred Units	SR +	8.25%	N/A	—	9	6	—	%
						40,919	41,348	2.1	%
Business services
Denali Holding, LP (dba Summit Companies)(20)(21)	Class A Units		N/A	N/A	413,725	4,215	6,708	0.3	%
Hercules Buyer LLC (dba The Vincit Group)(19)(20)(21)	Common Units		N/A	N/A	450	450	503	—	%

29

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of March 31, 2024

(Amounts in thousands, except share amounts)

(Unaudited)

Company(1)(2)(18)(23)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
Knockout Intermediate Holdings I Inc. (dba Kaseya Inc.)(5)(8)(20)	Perpetual Preferred Stock	SR +	10.75% PIK	N/A	6,000	7,018	7,123	0.4	%
						11,683	14,334	0.7	%
Consumer products
ASP Conair Holdings LP(20)(21)	Class A Units		N/A	N/A	12,857	1,286	1,270	0.1	%
						1,286	1,270	0.1	%
Financial services
Amergin Asset Management, LLC(16)(20)(21)	Class A Units		N/A	N/A	50,000,000	—	—	—	%
						—	—	—	%
Food and beverage
Hissho Sushi Holdings, LLC(20)(21)	Class A Units		N/A	N/A	7,502	75	105	—	%
						75	105	—	%
Healthcare equipment and services
KPCI Holdings, L.P.(20)(21)	Class A Units		N/A	N/A	6,169	6,701	10,415	0.6	%
Maia Aggregator, LP(20)(21)	Class A-2 Units		N/A	N/A	112,360	112	113	—	%
Patriot Holdings SCSp (dba Corza Health, Inc.)(16)(20)(22)	Class A Units		8.00% PIK	N/A	1,798	2,259	2,259	0.1	%
Patriot Holdings SCSp (dba Corza Health, Inc.)(16)(20)(21)	Class B Units		N/A	N/A	24,765	75	401	—	%
Rhea Acquisition Holdings, LP(20)(21)	Series A-2 Units		N/A	N/A	119,048	119	161	—	%
						9,266	13,349	0.7	%
Healthcare providers and services
KOBHG Holdings, L.P. (dba OB Hospitalist)(20)(21)	Class A Interests		N/A	N/A	3,017	3,017	2,661	0.1	%
KWOL Acquisition Inc. (dba Worldwide Clinical Trials)(20)(21)	Class A Interests		N/A	N/A	90	904	904	—	%
Romulus Intermediate Holdings 1 Inc. (dba PetVet Care Centers)(20)(22)	Series A Preferred Stock		15.00% PIK	N/A	2,868	2,923	2,918	0.2	%
XOMA Corporation(20)(21)	Common Stock Warrants		N/A	N/A	6,000	41	68	—	%
						6,885	6,551	0.3	%

30

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of March 31, 2024

(Amounts in thousands, except share amounts)

(Unaudited)

Company(1)(2)(18)(23)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
Healthcare technology
Minerva Holdco, Inc.(20)(22)	Series A Preferred Stock		10.75% PIK	N/A	2,000	2,417	2,345	0.1	%
						2,417	2,345	0.1	%
Household products
Evology, LLC(20)(21)	Class B Units		N/A	N/A	113	540	516	—	%
						540	516	—	%
Human resource support services
Sunshine Software Holdings, Inc. (dba Cornerstone OnDemand)(20)(22)	Series A Preferred Stock		10.50% PIK	N/A	12,750	15,753	14,521	0.9	%
						15,753	14,521	0.9	%
Insurance
Accelerate Topco Holdings, LLC(20)(21)	Common Units		N/A	N/A	5,129	142	174	—	%
Evolution Parent, LP (dba SIAA)(20)(21)	LP Interest		N/A	N/A	8,919	892	1,015	0.1	%
GrowthCurve Capital Sunrise Co-Invest LP (dba Brightway)(20)(21)	LP Interest		N/A	N/A	421	426	408	—	%
Hockey Parent Holdings, L.P.(20)(21)	Class A Units		N/A	N/A	7,500	7,507	7,500	0.4	%
PCF Holdco, LLC (dba PCF Insurance Services)(20)(21)	Class A Units		N/A	N/A	3,770,773	9,563	16,622	0.9	%
PCF Holdco, LLC (dba PCF Insurance Services)(20)(22)	Series A Preferred Units		15.00% PIK	N/A	4,339	3,580	3,814	0.2	%
PCF Holdco, LLC (dba PCF Insurance Services)(20)(21)	Class A Unit Warrants		N/A	N/A	335,816	1,146	1,055	—	%
						23,256	30,588	1.6	%
Internet software and services
BCTO WIW Holdings, Inc. (dba When I Work)(20)(21)	Class A Common Stock		N/A	N/A	57,000	5,700	4,154	0.2	%
Brooklyn Lender Co-Invest 2, L.P. (dba Boomi)(20)(21)	Common Units		N/A	N/A	1,729,439	1,729	1,886	0.1	%
Elliott Alto Co-Investor Aggregator L.P.(16)(20)(21)	LP Interest		N/A	N/A	2,873,134	2,892	3,090	0.2	%

31

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of March 31, 2024

(Amounts in thousands, except share amounts)

(Unaudited)

Company(1)(2)(18)(23)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(3)(4)		Fair Value		Percentage of Net Assets
Project Hotel California Co-Invest Fund, L.P.(16)(20)(21)	LP Interest		N/A	N/A	1,342,354	1,343		1,542		0.1	%
Insight CP (Blocker) Holdings, L.P. (dba CivicPlus, LLC)(16)(20)(21)	LP Interest		N/A	N/A	470,219	471		509		—	%
MessageBird Holding B.V.(16)(20)(21)	Extended Series C Warrants		N/A	N/A	25,540	157		32		—	%
Picard Holdco, Inc.(5)(7)(20)	Series A Preferred Stock	SR +	12.00% PIK	N/A	19,378	20,492		22,350		1.2	%
Project Alpine Co-Invest Fund, LP(16)(20)(21)	LP Interest		N/A	N/A	2,000,000	2,001		2,363		0.1	%
Thunder Topco L.P. (dba Vector Solutions)(20)(21)	Common Units		N/A	N/A	2,138,653	2,139		2,309		0.1	%
WMC Bidco, Inc. (dba West Monroe)(20)(22)	Senior Preferred Stock		11.25% PIK	N/A	33,385	43,035		40,957		2.1	%
Zoro TopCo, Inc. (dba Zendesk, Inc.)(20)(22)	Series A Preferred Stock		12.50% PIK	N/A	3,225	3,598		3,680		0.2	%
Zoro TopCo, L.P. (dba Zendesk, Inc.)(20)(21)	Class A Common Units		N/A	N/A	268,735	2,687		2,926		0.2	%
						86,244		85,798		4.5	%
Manufacturing
Gloves Holdings, LP (dba Protective Industrial Products)(20)(21)	LP Interest		N/A	N/A	7,000	700		829		—	%
						700		829		—	%
Specialty Retail
Ideal Topco, L.P.(20)(21)	Class A-1 Preferred Units		N/A	N/A	4,878,049	4,878		4,878		0.3	%
Ideal Topco, L.P.(7)(20)(21)	Class A-2 Common Units		N/A	N/A	4,146,341	—		—		—	%
						4,878		4,878		0.3	%
Total non-controlled/non-affiliated portfolio company equity investments						$	275,576	$	297,050	15.4	%
Total non-controlled/non-affiliated portfolio company investments						$	3,848,925	$	3,874,424	201.1	%

32

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of March 31, 2024

(Amounts in thousands, except share amounts)

(Unaudited)

Company(1)(2)(18)(23)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
Non-controlled/affiliated portfolio company investments
Debt Investments
Asset based lending and fund finance
AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC(16)(22)(26)	First lien senior secured loan		12.00% PIK	07/2030	6,620	6,620	6,620	0.3	%
AAM Series 2.1 Aviation Feeder, LLC(16)(22)(26)	First lien senior secured loan		12.00% PIK	11/2030	7,753	7,753	7,753	0.4	%
						14,373	14,373	0.7	%
Household products
Walker Edison Furniture Company LLC(5)(6)(24)(26)	First lien senior secured loan	SR +	6.75% PIK	03/2027	7,522	6,135	6,582	0.4	%
Walker Edison Furniture Company LLC(5)(6)(24)(26)	First lien senior secured delayed draw term loan	SR +	6.75% PIK	03/2027	887	833	776	—	%
Walker Edison Furniture Company LLC(5)(7)(13)(15)(24)(26)	First lien senior secured delayed draw term loan	SR +	6.75% PIK	03/2027	880	875	619	—	%
Walker Edison Furniture Company LLC(5)(6)(24)(26)	First lien senior secured revolving loan	SR +	6.25%	03/2027	3,333	3,333	3,042	0.2	%
						11,176	11,019	0.6	%
Total non-controlled/affiliated portfolio company debt investments						25,549	25,392	1.3	%
Equity Investments
Asset based lending and fund finance
AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC(13)(16)(20)(21)(26)	LLC Interest		N/A	N/A	4,492,019	4,492	4,490	0.2	%
AAM Series 2.1 Aviation Feeder, LLC(16)(20)(21)(26)	LLC Interest		N/A	N/A	5,188,152	5,188	5,181	0.3	%
						9,680	9,671	0.5	%
Household products
Walker Edison Holdco LLC(20)(21)(26)	Common Units		N/A	N/A	72,917	7,046	304	—	%
						7,046	304	—	%

33

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of March 31, 2024

(Amounts in thousands, except share amounts)

(Unaudited)

Company(1)(2)(18)(23)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(3)(4)		Fair Value		Percentage of Net Assets
Insurance
Fifth Season Investments LLC(20)(26)	Class A Units		N/A	N/A	8	63,233		65,308		3.5	%
						63,233		65,308		3.5	%
Pharmaceuticals
LSI Financing 1 DAC(16)(20)(26)	Preferred Equity		N/A	N/A	12,074,894	12,110		12,898		0.6	%
						12,110		12,898		0.6	%
Total non-controlled/affiliated portfolio company equity investments						$	92,069	$	88,181	4.6	%
Total non-controlled/affiliated portfolio company investments						$	117,618	$	113,573	5.9	%
Total Investments						$	3,966,543	$	3,987,997	207.0	%

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

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

(3)The amortized cost represents the original cost adjusted for the amortization or accretion of premium or discount, as applicable, on debt investments using the effective interest method.

(4)As of March 31, 2024, the net estimated unrealized gain for U.S. federal income tax purposes was $35.6 million based on a tax cost basis of $3.95 billion. As of March 31, 2024, the estimated aggregate gross unrealized loss for U.S. federal income tax purposes was $17.5 million and the estimated aggregate gross unrealized gain for U.S. federal income tax purposes was $53.1 million.

(5)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 Secured Overnight Financing Rate ("SOFR" or "SR") (which can include one-, three-, six-, or twelve-month SOFR), Euro Interbank Offered Rate (“EURIBOR” or “E”), Sterling 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 SOFR, which as of March 31, 2024 was 5.33%.

(7)The interest rate on these loans is subject to 3 month SOFR, which as of March 31, 2024 was 5.30%.

(8)The interest rate on these loans is subject to 6 month SOFR, which as of March 31, 2024 was 5.22%.

(9)The interest rate on these loans is subject to 12 month SOFR, which as of March 31, 2024 was 5.00%.

(10)The interest rate on these loans is subject to Prime, which as of March 31, 2024 was 8.50%.

(11)The interest rate on these loans is subject to SONIA, which as of March 31, 2024 was 5.19%.

(12)The interest rate on these loans is subject to 3 month EURIBOR, which as of March 31, 2024 was 3.89%.

(13)Position or portion thereof is an unfunded loan or equity 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.

34

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of March 31, 2024

(Amounts in thousands, except share amounts)

(Unaudited)

(16)This portfolio company is not a qualifying asset under Section 55(a) of the Investment Company Act of 1940, as amended (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 March 31, 2024, non-qualifying assets represented 8.2% of total assets as calculated in accordance with the regulatory requirements.

(17)Level 2 investment.

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

(19)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.

(20)Security acquired in transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), and may be deemed to be “restricted securities” under the Securities Act. As of March 31, 2024, the aggregate fair value of these securities is $385.2 million or 20.0% of the Company’s net assets. The acquisition dates of the restricted securities are as follows:

Portfolio Company	Investment	Acquisition Date
AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC	LLC Interest	July 1, 2022
AAM Series 2.1 Aviation Feeder, LLC	LLC Interest	July 1, 2022
Accelerate Topco Holdings, LLC	Common Units	September 1, 2022
Project Alpine Co-Invest Fund, LP	LP Interest	June 10, 2022
Amergin Asset Management, LLC	Class A Units	July 1, 2022
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
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
Elliott Alto Co-Investor Aggregator L.P.	LP Interest	September 27, 2022
Evology LLC	Class B Units	January 24, 2022
Evolution Parent, LP (dba SIAA)	LP Interest	April 30, 2021
Fifth Season Investments LLC	Class A Units	October 17, 2022
Gloves Holdings, 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
Hockey Parent Holdings, L.P.	Class A Units	September 14, 2023

35

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of March 31, 2024

(Amounts in thousands, except share amounts)

(Unaudited)

Portfolio Company	Investment	Acquisition Date
Ideal Topco, L.P.	Class A-1 Preferred Units	February 20, 2024
Ideal Topco, L.P.	Class A-2 Common Units	February 20, 2024
Project Hotel California Co-Invest Fund, L.P.	LP Interest	August 9, 2022
Insight CP (Blocker) Holdings, L.P. (dba CivicPlus, LLC)	LP Interest	June 8, 2022
Knockout Intermediate Holdings I Inc. (dba Kaseya)	Perpetual Preferred Stock	June 23, 2022
KOBHG Holdings, L.P. (dba OB Hospitalist)	Class A Interests	September 27, 2021
KPCI Holdings, LP	Class A Units	November 30, 2020
KWOL Co-Invest, LP	Class A Interests	December 12, 2023
LSI Financing 1 DAC	Preferred Equity	December 14, 2022
Maia Aggregator, LP	Class A-2 Units	February 1, 2022
MessageBird Holding B.V.	Extended Series C Warrants	May 5, 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)	Series A Preferred Units	February 16, 2023
PCF Holdco, LLC (dba PCF Insurance Services)	Class A Unit Warrants	February 16, 2023
Picard Holdco, Inc.	Series A Preferred Stock	September 30, 2022
Rhea Acquisition Holdings, LP	Series A-2 Units	February 18, 2022
Romulus Intermediate Holdings 1 Inc.	Series A Preferred Stock	November 15, 2023
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
Walker Edison Holdco LLC	Common Units	March 1, 2023
WMC Bidco, Inc. (dba West Monroe)	Senior Preferred Stock	November 9, 2021
XOMA Corporation	Common Stock Warrants	December 15, 2023
Zoro TopCo, LP	Class A Common Units	November 22, 2022
Zoro TopCo, Inc.	Series A Preferred Stock	November 22, 2022

(21)Investment is non-income producing.

(22)Investment contains a fixed-rate structure.

36

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of March 31, 2024

(Amounts in thousands, except share amounts)

(Unaudited)

(23)Unless otherwise indicated, the Company’s portfolio companies are pledged as collateral supporting the amounts outstanding under the Revolving Credit Facility, SPV Asset Facility I, SPV Asset Facility II, SPV Asset Facility III and CLO XIV. See Note 5 “Debt”.

(24)Loan was on non-accrual status as of March 31, 2024.

(25)Investment measured at net asset value ("NAV").

(26)Under the 1940 Act, the Company is deemed to be an "Affiliated Person" of this portfolio company as the Company owns more than 5% but less than 25% of the portfolio company's outstanding voting securities. The Company’s investments in affiliates for the period ended March 31, 2024, were as follows:

Company	Fair value as of December 31, 2023		Gross Additions(a)		Gross Reductions(b)		Net Change in Unrealized Gain/ (Loss)		Realized Gain/(Loss)		Fair value as of March 31, 2024		Interest Income		Dividend Income		Other Income
AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC(c)	$	10,806	$	310	$	—	$	(6)	$	—	$	11,110	$	200	$	—	$	—
AAM Series 2.1 Aviation Feeder, LLC(c)	13,079		6		(145)		(6)		—		12,934		237		—		—
Fifth Season Investments LLC	43,904		19,330		—		2,074		—		65,308		—		785		—
LSI Financing 1 DAC	12,992		—		(242)		148		—		12,898		—		10		—
Walker Edison Furniture Company LLC	11,120		879		—		(676)		—		11,323		—		—		3
Total	$	91,901	$	20,525	$	(387)	$	1,534	$	—	$	113,573	$	437	$	795	$	3

________

(a) Gross additions include increases in the cost basis of investments resulting from new investments, payment-in-kind interest or dividends, and the amortization of any unearned income or discounts on equity investments, as applicable.

(b) Gross reductions include decreases in the cost basis of investments resulting from principal collections related to investment repayments or sales, and the amortization of any premiums on equity investments, as applicable.

(c) In connection with its investment in AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC and AAM Series 2.1 Aviation Feeder, LLC (collectively, “Amergin AssetCo”) the Company made a minority investment in Amergin Asset Management, LLC which has entered into a Servicing Agreement with Amergin AssetCo.

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

37

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of December 31, 2023

(Amounts in thousands, except share amounts)

Company(1)(2)(23)	Investment	Interest		Maturity Date	Par / Units		Amortized Cost(3)(4)		Fair Value		Percentage of Net Assets
Non-controlled/non-affiliated portfolio company investments
Debt Investments
Advertising and media
Global Music Rights, LLC(5)(7)(18)	First lien senior secured loan	SR +	5.50%	8/2028	$	82,688	$	81,481	$	82,683	4.3	%
Global Music Rights, LLC(5)(13)(14)(18)	First lien senior secured revolving loan	SR +	5.50%	8/2027	—		(91)		—		—	%
Circana Group, L.P. (fka The NPD Group, L.P.)(5)(6)(18)	First lien senior secured loan	SR +	6.25% (2.75% PIK)	12/2028	19,142		18,827		18,950		1.1	%
Circana Group, L.P. (fka The NPD Group, L.P.)(5)(6)(13)(18)	First lien senior secured revolving loan	SR +	5.75%	12/2027	272		250		257		—	%
							100,467		101,890		5.4	%
Aerospace and defense
Peraton Corp.(5)(7)(17)(18)	Second lien senior secured loan	SR +	7.75%	2/2029	14,494		14,336		14,385		0.8	%
							14,336		14,385		0.8	%
Asset based lending and fund finance
Hg Genesis 8 Sumoco Limited(5)(10)(16)(18)	Unsecured facility	SA +	6.00% PIK	8/2025	£	17,800	23,417		22,691		1.2	%
Hg Genesis 9 Sumoco Limited(5)(11)(16)(18)	Unsecured facility	E +	7.00% PIK	3/2027	€	1,052	1,153		1,163		0.1	%
Hg Saturn LuchaCo Limited(5)(10)(16)(18)	Unsecured facility	SA +	7.50% PIK	3/2026	£	21,176	28,529		26,995		1.4	%
							53,099		50,849		2.7	%
Automotive
Spotless Brands, LLC(5)(7)(18)	First lien senior secured loan	SR +	6.50%	7/2028	48,120		47,340		47,759		2.6	%
Spotless Brands, LLC(5)(6)(13)(18)	First lien senior secured revolving loan	SR +	6.50%	7/2028	282		262		272		—	%
							47,602		48,031		2.6	%

38

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of December 31, 2023

(Amounts in thousands, except share amounts)

Company(1)(2)(23)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
Buildings and real estate
Associations, Inc.(5)(7)(18)	First lien senior secured loan	SR +	6.50% (2.50% PIK)	7/2027	84,488	83,765	84,066	4.4	%
Associations, Inc.(5)(7)(13)(15)(18)	First lien senior secured delayed draw term loan	SR +	6.50% (2.50% PIK)	6/2024	325	323	323	—	%
Associations, Inc.(5)(7)(13)(18)	First lien senior secured revolving loan	SR +	6.50%	7/2027	1,878	1,837	1,851	0.1	%
RealPage, Inc.(5)(6)(17)(18)	Second lien senior secured loan	SR +	6.50%	4/2029	6,500	6,428	6,483	0.3	%
						92,353	92,723	4.8	%
Business services
Denali Buyerco, LLC (dba Summit Companies)(5)(7)(18)	First lien senior secured loan	SR +	5.50%	9/2028	71,188	70,656	71,010	3.7	%
Denali Buyerco, LLC (dba Summit Companies)(5)(13)(14)(18)	First lien senior secured revolving loan	SR +	5.50%	9/2027	—	(38)	(15)	—	%
Diamondback Acquisition, Inc. (dba Sphera)(5)(6)(18)	First lien senior secured loan	SR +	5.50%	9/2028	46,868	46,183	46,166	2.4	%
Entertainment Benefits Group, LLC(5)(6)(18)	First lien senior secured loan	SR +	5.25%	9/2025	854	849	854	—	%
Entertainment Benefits Group, LLC(5)(6)(13)(18)	First lien senior secured revolving loan	SR +	5.25%	9/2025	53	52	53	—	%
Fullsteam Operations, LLC(5)(7)(18)	First lien senior secured loan	SR +	8.25%	11/2029	3,310	3,212	3,211	0.2	%
Fullsteam Operations, LLC(5)(7)(13)(15)(18)	First lien senior secured delayed draw term loan	SR +	8.25%	5/2025	315	295	295	—	%
Fullsteam Operations, LLC(5)(13)(14)(15)(18)	First lien senior secured delayed draw term loan	SR +	8.25%	11/2025	—	(7)	(7)	—	%
Fullsteam Operations, LLC(5)(13)(14)(18)	First lien senior secured revolving loan	SR +	8.25%	11/2029	—	(5)	(6)	—	%
Gainsight, Inc.(5)(7)(18)	First lien senior secured loan	SR +	6.75% PIK	7/2027	6,192	6,134	6,131	0.3	%
Gainsight, Inc.(5)(7)(13)(18)	First lien senior secured revolving loan	SR +	6.75% PIK	7/2027	444	435	435	—	%

39

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of December 31, 2023

(Amounts in thousands, except share amounts)

Company(1)(2)(23)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
Hercules Borrower, LLC (dba The Vincit Group)(5)(7)(18)	First lien senior secured loan	SR +	6.25%	12/2026	35,978	35,677	35,888	1.9	%
Hercules Borrower, LLC (dba The Vincit Group)(5)(7)(18)	First lien senior secured loan	SR +	5.50%	12/2026	396	386	393	—	%
Hercules Borrower, LLC (dba The Vincit Group)(5)(7)(18)	First lien senior secured delayed draw term loan	SR +	5.50%	12/2026	2,366	2,359	2,348	0.1	%
Hercules Borrower, LLC (dba The Vincit Group)(5)(13)(14)(18)	First lien senior secured revolving loan	SR +	6.25%	12/2026	—	(32)	(11)	—	%
Hercules Buyer, LLC (dba The Vincit Group)(18)(19)(22)	Unsecured notes		0.48% PIK	12/2029	1,065	1,065	1,192	—	%
Kaseya Inc.(5)(7)(18)	First lien senior secured loan	SR +	6.25% (2.50% PIK)	6/2029	8,097	7,963	8,076	0.4	%
Kaseya Inc.(5)(7)(13)(15)(18)	First lien senior secured delayed draw term loan	SR +	6.25% (2.50% PIK)	6/2024	30	26	30	—	%
Kaseya Inc.(5)(6)(13)(18)	First lien senior secured revolving loan	SR +	5.50%	6/2029	123	115	122	—	%
KPSKY Acquisition, Inc. (dba BluSky)(5)(7)(18)	First lien senior secured loan	SR +	5.25%	10/2028	39,111	38,530	38,720	2.0	%
KPSKY Acquisition, Inc. (dba BluSky)(5)(7)(13)(15)(18)	First lien senior secured delayed draw term loan	SR +	5.75%	11/2025	28	5	28	—	%
						213,860	214,913	11.0	%
Chemicals
Advancion Holdings, LLC (dba Angus Chemical Company)(5)(6)(18)	Second lien senior secured loan	SR +	7.75%	11/2028	6,500	6,432	6,078	0.3	%
Gaylord Chemical Company, L.L.C.(5)(7)(18)	First lien senior secured loan	SR +	6.00%	3/2027	66,935	66,507	66,601	3.5	%
Gaylord Chemical Company, L.L.C.(5)(13)(14)(18)	First lien senior secured revolving loan	SR +	6.00%	3/2026	—	(19)	(20)	—	%

40

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of December 31, 2023

(Amounts in thousands, except share amounts)

Company(1)(2)(23)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
Velocity HoldCo III Inc. (dba VelocityEHS)(5)(7)(18)	First lien senior secured loan	SR +	5.75%	4/2027	5,979	5,896	5,979	0.3	%
Velocity HoldCo III Inc. (dba VelocityEHS)(5)(7)(13)(18)	First lien senior secured revolving loan	SR +	5.75%	4/2026	46	42	46	—	%
						78,858	78,684	4.1	%
Consumer products
ConAir Holdings LLC(5)(6)(18)	Second lien senior secured loan	SR +	7.50%	5/2029	45,000	44,449	43,538	2.3	%
Foundation Consumer Brands, LLC(5)(7)(18)	First lien senior secured loan	SR +	6.25%	2/2027	7,982	7,857	7,982	0.4	%
Lignetics Investment Corp.(5)(7)(18)	First lien senior secured loan	SR +	6.00%	11/2027	56,286	55,799	55,863	2.9	%
Lignetics Investment Corp.(5)(7)(13)(18)	First lien senior secured revolving loan	SR +	6.00%	10/2026	6,373	6,318	6,315	0.3	%
SWK BUYER, Inc. (dba Stonewall Kitchen)(5)(7)(18)	First lien senior secured loan	SR +	5.25%	3/2029	743	731	715	—	%
SWK BUYER, Inc. (dba Stonewall Kitchen)(5)(13)(14)(18)	First lien senior secured revolving loan	SR +	5.25%	3/2029	—	(1)	(3)	—	%
						115,153	114,410	5.9	%
Containers and packaging
Arctic Holdco, LLC (dba Novvia Group)(5)(7)(18)	First lien senior secured loan	SR +	6.00%	12/2026	3,200	3,138	3,136	0.2	%
Arctic Holdco, LLC (dba Novvia Group)(5)(13)(14)(15)(18)	First lien senior secured delayed draw term loan	SR +	6.00%	12/2024	—	(45)	(46)	—	%
Ascend Buyer, LLC (dba PPC Flexible Packaging)(5)(7)(18)	First lien senior secured loan	SR +	6.40%	10/2028	64,014	63,398	63,854	3.3	%
Ascend Buyer, LLC (dba PPC Flexible Packaging)(5)(6)(13)(18)	First lien senior secured revolving loan	SR +	6.25%	9/2027	1,702	1,670	1,689	0.1	%
Fortis Solutions Group, LLC(5)(7)(18)	First lien senior secured loan	SR +	5.50%	10/2028	31,248	30,784	30,545	1.6	%
Fortis Solutions Group, LLC(5)(7)(13)(18)	First lien senior secured revolving loan	SR +	5.50%	10/2027	157	118	87	—	%

41

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of December 31, 2023

(Amounts in thousands, except share amounts)

Company(1)(2)(23)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
Indigo Buyer, Inc. (dba Inovar Packaging Group)(5)(7)(18)	First lien senior secured loan	SR +	6.25%	5/2028	888	881	886	—	%
Indigo Buyer, Inc. (dba Inovar Packaging Group)(5)(7)(13)(18)	First lien senior secured revolving loan	SR +	6.25%	5/2028	40	39	40	—	%
Pregis Topco LLC(5)(6)(18)	Second lien senior secured loan	SR +	6.75%	8/2029	30,000	30,000	30,000	1.6	%
Pregis Topco LLC(5)(6)(18)	Second lien senior secured loan	SR +	7.75%	8/2029	2,500	2,500	2,500	0.1	%
						132,483	132,691	6.9	%
Distribution
ABB/Con-cise Optical Group LLC(5)(7)(18)	First lien senior secured loan	SR +	7.50%	2/2028	850	841	818	—	%
BradyIFS Holdings, LLC (fka Individual Foodservice Holdings, LLC)(5)(7)(18)	First lien senior secured loan	SR +	6.00%	10/2029	50,108	49,617	49,582	2.6	%
BradyIFS Holdings, LLC (fka Individual Foodservice Holdings, LLC)(5)(7)(13)(15)(18)	First lien senior secured delayed draw term loan	SR +	6.00%	10/2025	1,353	1,313	1,337	0.1	%
BradyIFS Holdings, LLC (fka Individual Foodservice Holdings, LLC)(5)(13)(14)(18)	First lien senior secured revolving loan	SR +	6.00%	10/2029	—	(41)	(45)	—	%
Endries Acquisition, Inc.(5)(7)(18)	First lien senior secured loan	SR +	5.25%	12/2028	18,611	18,472	18,472	1.0	%
Endries Acquisition, Inc.(5)(13)(14)(15)(18)	First lien senior secured delayed draw term loan	SR +	5.25%	6/2024	—	(34)	(35)	—	%
Endries Acquisition, Inc.(5)(13)(14)(15)(18)	First lien senior secured delayed draw term loan	SR +	5.25%	12/2025	—	(13)	(13)	—	%
						70,155	70,116	3.7	%
Education
Pluralsight, LLC(5)(7)(18)	First lien senior secured loan	SR +	8.00%	4/2027	20,640	20,506	19,970	1.0	%
Pluralsight, LLC(5)(7)(13)(18)	First lien senior secured revolving loan	SR +	8.00%	4/2027	1,006	998	963	0.1	%
						21,504	20,933	1.1	%

42

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of December 31, 2023

(Amounts in thousands, except share amounts)

Company(1)(2)(23)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
Financial services
Finastra USA, Inc.(5)(8)(16)(18)	First lien senior secured loan	SR +	7.25%	9/2029	12,014	11,894	11,894	0.6	%
Finastra USA, Inc.(5)(6)(13)(16)(18)	First lien senior secured revolving loan	SR +	7.25%	9/2029	330	317	317	—	%
KRIV Acquisition Inc. (dba Riveron)(5)(7)(18)	First lien senior secured loan	SR +	6.25%	7/2029	1,759	1,709	1,711	0.1	%
KRIV Acquisition Inc. (dba Riveron)(5)(13)(14)(15)(18)	First lien senior secured delayed draw term loan	SR +	6.25%	7/2025	—	(4)	(3)	—	%
KRIV Acquisition Inc. (dba Riveron)(5)(13)(14)(18)	First lien senior secured revolving loan	SR +	6.25%	7/2029	—	(7)	(7)	—	%
NMI Acquisitionco, Inc. (dba Network Merchants)(5)(6)(18)	First lien senior secured loan	SR +	5.75%	9/2025	9,288	9,226	9,242	0.5	%
NMI Acquisitionco, Inc. (dba Network Merchants)(5)(6)(18)	First lien senior secured delayed draw term loan	SR +	5.75%	9/2025	3,015	2,992	3,000	0.2	%
NMI Acquisitionco, Inc. (dba Network Merchants)(5)(13)(14)(18)	First lien senior secured revolving loan	SR +	5.75%	9/2025	—	(4)	(3)	—	%
Smarsh Inc.(5)(7)(18)	First lien senior secured loan	SR +	5.75%	2/2029	762	756	760	—	%
Smarsh Inc.(5)(7)(13)(15)(18)	First lien senior secured delayed draw term loan	SR +	5.75%	2/2024	95	94	95	—	%
Smarsh Inc.(5)(13)(18)	First lien senior secured revolving loan	SR +	5.75%	2/2029	—	—	—	—	%
						26,973	27,006	1.4	%
Food and beverage
Balrog Acquisition, Inc. (dba BakeMark)(5)(6)(18)	Second lien senior secured loan	SR +	7.00%	9/2029	6,000	5,961	5,925	0.3	%
Blast Bidco Inc. (dba Bazooka Candy Brands)(5)(7)(18)	First lien senior secured loan	SR +	6.00%	10/2030	8,507	8,300	8,295	0.4	%
Blast Bidco Inc. (dba Bazooka Candy Brands)(5)(13)(14)(18)	First lien senior secured revolving loan	SR +	6.00%	10/2029	—	(24)	(25)	—	%
BP Veraison Buyer, LLC (dba Sun World)(5)(7)(18)	First lien senior secured loan	SR +	5.50%	5/2027	34,784	34,518	34,784	1.8	%
BP Veraison Buyer, LLC (dba Sun World)(5)(13)(14)(18)	First lien senior secured revolving loan	SR +	5.50%	5/2027	—	(31)	—	—	%

43

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of December 31, 2023

(Amounts in thousands, except share amounts)

Company(1)(2)(23)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
Hissho Sushi Merger Sub LLC(5)(7)(18)	First lien senior secured loan	SR +	5.50%	5/2028	892	885	892	—	%
Hissho Sushi Merger Sub LLC(5)(13)(14)(18)	First lien senior secured revolving loan	SR +	5.50%	5/2028	—	(1)	—	—	%
Innovation Ventures HoldCo, LLC (dba 5 Hour Energy)(5)(6)(18)	First lien senior secured loan	SR +	6.25%	3/2027	37,000	36,527	36,538	1.9	%
KBP Brands, LLC(5)(7)(18)	First lien senior secured loan	SR +	6.50% (1.00% PIK)	5/2027	285	283	280	—	%
KBP Brands, LLC(5)(7)(18)	First lien senior secured delayed draw term loan	SR +	6.50% (1.00% PIK)	5/2027	654	649	643	—	%
Rushmore Investment III LLC (dba Winland Foods)(5)(6)(18)	First lien senior secured loan	SR +	6.00%	10/2030	41,968	41,319	41,297	2.2	%
The Better Being Co., LLC (fka Nutraceutical International Corporation)(5)(6)(18)	First lien senior secured loan	SR +	7.50%	9/2026	10,550	10,472	9,495	0.5	%
The Better Being Co., LLC (fka Nutraceutical International Corporation)(5)(6)(13)(18)	First lien senior secured revolving loan	SR +	7.50%	9/2026	441	437	368	—	%
The Better Being Co., LLC (fka Nutraceutical International Corporation)(5)(6)(18)	First lien senior secured revolving loan	SR +	7.50%	9/2026	35	35	32	—	%
Shearer's Foods, LLC(5)(6)(18)	Second lien senior secured loan	SR +	7.75%	9/2028	21,600	21,453	21,600	1.1	%
Ultimate Baked Goods Midco, LLC(5)(6)(18)	First lien senior secured loan	SR +	6.25%	8/2027	16,170	15,901	16,170	0.8	%
Ultimate Baked Goods Midco, LLC(5)(13)(14)(18)	First lien senior secured revolving loan	SR +	6.25%	8/2027	—	(30)	—	—	%
						176,654	176,294	9.0	%

44

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of December 31, 2023

(Amounts in thousands, except share amounts)

Company(1)(2)(23)	Investment	Interest		Maturity Date	Par / Units		Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
Healthcare equipment and services
Bamboo US BidCo LLC(5)(7)(18)	First lien senior secured loan	SR +	6.75% (3.38% PIK)	9/2030	2,462		2,390	2,388	0.1	%
Bamboo US BidCo LLC(5)(11)(18)	First lien senior secured EUR term loan	E +	6.75% (3.38% PIK)	9/2030	€	1,532	1,574	1,641	0.1	%
Bamboo US BidCo LLC(5)(6)(13)(15)(18)	First lien senior secured delayed draw term loan	SR +	6.75% (3.38% PIK)	3/2025	26		20	20	—	%
Bamboo US BidCo LLC(5)(13)(14)(18)	First lien senior secured revolving loan	SR +	6.00%	10/2029	—		(15)	(15)	—	%
Confluent Medical Technologies, Inc.(5)(7)(18)	Second lien senior secured loan	SR +	6.50%	2/2030	1,000		983	993	0.1	%
CSC MKG Topco LLC. (dba Medical Knowledge Group)(5)(6)(18)	First lien senior secured loan	SR +	5.75%	2/2029	841		828	829	—	%
CSC MKG Topco LLC. (dba Medical Knowledge Group)(5)(6)(18)	First lien senior secured loan	SR +	5.75%	2/2029	2,955		2,875	2,911	0.2	%
Medline Borrower, LP(5)(13)(14)(18)	First lien senior secured revolving loan	SR +	3.00%	10/2026	—		(23)	(18)	—	%
Packaging Coordinators Midco, Inc.(5)(6)(18)	Second lien senior secured loan	SR +	7.00%	12/2029	54,269		53,267	54,133	2.8	%
Patriot Acquisition TopCo S.A.R.L (dba Corza Health, Inc.)(5)(6)(16)(18)	First lien senior secured loan	SR +	6.75%	1/2028	37,642		37,239	37,548	2.0	%
Patriot Acquisition TopCo S.A.R.L (dba Corza Health, Inc.)(5)(7)(13)(16)(18)	First lien senior secured revolving loan	SR +	6.75%	1/2026	569		546	562	—	%
Rhea Parent, Inc.(5)(7)(18)	First lien senior secured loan	SR +	5.50%	2/2029	762		750	758	—	%
							100,434	101,750	5.3	%
Healthcare providers and services
Allied Benefit Systems Intermediate LLC(5)(7)(18)	First lien senior secured loan	SR +	5.25%	10/2030	5,072		4,997	4,996	0.3	%
Allied Benefit Systems Intermediate LLC(5)(13)(14)(15)(18)	First lien senior secured delayed draw term loan	SR +	5.25%	10/2025	—		(7)	(7)	—	%

45

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of December 31, 2023

(Amounts in thousands, except share amounts)

Company(1)(2)(23)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
Belmont Buyer, Inc. (dba Valenz)(5)(8)(18)	First lien senior secured loan	SR +	6.50%	6/2029	3,673	3,605	3,637	0.2	%
Belmont Buyer, Inc. (dba Valenz)(5)(7)(13)(15)(18)	First lien senior secured delayed draw term loan	SR +	6.50%	12/2024	347	336	344	—	%
Belmont Buyer, Inc. (dba Valenz)(5)(13)(14)(18)	First lien senior secured revolving loan	SR +	6.50%	6/2029	—	(8)	(4)	—	%
Covetrus, Inc.(5)(7)(18)	Second lien senior secured loan	SR +	9.25%	10/2030	25,000	24,536	24,938	1.3	%
Diagnostic Services Holdings, Inc. (dba Rayus Radiology)(5)(6)(18)	First lien senior secured loan	SR +	5.50%	3/2025	2,489	2,489	2,483	0.1	%
Engage Debtco Limited(5)(7)(16)(18)	First lien senior secured loan	SR +	5.75% (2.25% PIK)	7/2029	1,006	986	989	0.1	%
Ex Vivo Parent Inc. (dba OB Hospitalist)(5)(6)(18)	First lien senior secured loan	SR +	9.75% PIK	9/2028	31,036	30,636	30,415	1.6	%
National Dentex Labs LLC (fka Barracuda Dental LLC)(5)(7)(18)	First lien senior secured loan	SR +	8.00% (3.00% PIK)	4/2026	18,033	17,883	17,718	0.9	%
National Dentex Labs LLC (fka Barracuda Dental LLC)(5)(6)(13)(18)	First lien senior secured revolving loan	SR +	7.00%	4/2026	1,171	1,156	1,143	0.1	%
KWOL Acquisition Inc. (dba Worldwide Clinical Trials)(5)(8)(18)	First lien senior secured loan	SR +	6.25%	12/2029	12,332	12,089	12,088	0.6	%
KWOL Acquisition Inc. (dba Worldwide Clinical Trials)(5)(8)(13)(18)	First lien senior secured revolving loan	SR +	6.25%	12/2029	502	469	492	—	%
Natural Partners, LLC(5)(7)(16)(18)	First lien senior secured loan	SR +	4.50%	11/2027	2,288	2,254	2,276	0.1	%
Natural Partners, LLC(5)(13)(14)(16)(18)	First lien senior secured revolving loan	SR +	4.50%	11/2027	—	(2)	(1)	—	%
OB Hospitalist Group, Inc.(5)(7)(18)	First lien senior secured loan	SR +	5.50%	9/2027	51,789	51,084	51,142	2.7	%
OB Hospitalist Group, Inc.(5)(6)(13)(18)	First lien senior secured revolving loan	SR +	5.50%	9/2027	2,649	2,564	2,563	0.1	%

46

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of December 31, 2023

(Amounts in thousands, except share amounts)

Company(1)(2)(23)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
Pacific BidCo Inc.(5)(8)(16)(18)	First lien senior secured loan	SR +	5.75% (3.20% PIK)	8/2029	10,488	10,268	10,383	0.5	%
Pacific BidCo Inc.(5)(13)(14)(15)(16)(18)	First lien senior secured delayed draw term loan	SR +	5.75%	8/2025	—	(11)	—	—	%
PetVet Care Centers, LLC(5)(6)(18)	First lien senior secured loan	SR +	6.00%	11/2030	25,471	25,219	25,203	1.3	%
PetVet Care Centers, LLC(5)(13)(14)(15)(18)	First lien senior secured delayed draw term loan	SR +	6.00%	11/2025	—	(16)	(2)	—	%
PetVet Care Centers, LLC(5)(13)(14)(18)	First lien senior secured revolving loan	SR +	6.00%	11/2029	—	(37)	(37)	—	%
Phoenix Newco, Inc. (dba Parexel)(5)(6)(18)	Second lien senior secured loan	SR +	6.50%	11/2029	85,000	84,319	85,000	4.4	%
Plasma Buyer LLC (dba Pathgroup)(5)(7)(18)	First lien senior secured loan	SR +	5.75%	5/2029	672	661	659	—	%
Plasma Buyer LLC (dba Pathgroup)(5)(13)(14)(15)(18)	First lien senior secured delayed draw term loan	SR +	5.75%	5/2024	—	(1)	(2)	—	%
Plasma Buyer LLC (dba Pathgroup)(5)(7)(13)(18)	First lien senior secured revolving loan	SR +	5.75%	5/2028	25	24	24	—	%
PPV Intermediate Holdings, LLC(5)(7)(18)	First lien senior secured loan	SR +	5.75%	8/2029	27,986	27,505	27,636	1.4	%
PPV Intermediate Holdings, LLC(5)(13)(14)(15)(18)	First lien senior secured delayed draw term loan	SR +	6.00%	9/2025	—	(8)	—	—	%
PPV Intermediate Holdings, LLC(5)(13)(14)(18)	First lien senior secured revolving loan	SR +	5.75%	8/2029	—	(33)	(25)	—	%
Quva Pharma, Inc.(5)(6)(18)	First lien senior secured loan	SR +	5.50%	4/2028	11,552	11,317	11,466	0.7	%
Quva Pharma, Inc.(5)(13)(14)(18)	First lien senior secured revolving loan	SR +	5.50%	4/2026	—	(16)	(9)	—	%
TC Holdings, LLC (dba TrialCard)(5)(7)(18)	First lien senior secured loan	SR +	5.00%	4/2027	2,199	2,183	2,199	0.1	%
TC Holdings, LLC (dba TrialCard)(5)(13)(14)(18)	First lien senior secured revolving loan	SR +	5.00%	4/2027	—	(2)	—	—	%
Tivity Health, Inc(5)(7)(18)	First lien senior secured loan	SR +	6.00%	6/2029	988	967	980	0.1	%

47

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of December 31, 2023

(Amounts in thousands, except share amounts)

Company(1)(2)(23)	Investment	Interest		Maturity Date	Par / Units		Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
Unified Women's Healthcare, LP(5)(6)(18)	First lien senior secured loan	SR +	5.25%	6/2029	902		896	902	—	%
Unified Women's Healthcare, LP(5)(13)(14)(18)	First lien senior secured revolving loan	SR +	5.25%	6/2029	—		(1)	—	—	%
Unified Women's Healthcare, LP(5)(6)(18)	First lien senior secured loan	SR +	5.50%	6/2029	6,000		5,956	6,000	0.3	%
Unified Women's Healthcare, LP(5)(13)(14)(15)(18)	First lien senior secured delayed draw term loan	SR +	5.50%	10/2025	—		(33)	—	—	%
Vermont Aus Pty Ltd(5)(7)(16)(18)	First lien senior secured loan	SR +	5.50%	3/2028	983		964	973	0.1	%
XRL 1 LLC (dba XOMA)(18)(22)	First lien senior secured loan		9.88%	12/2038	6,500		6,362	6,354	0.3	%
XRL 1 LLC (dba XOMA)(13)(14)(15)(18)(22)	First lien senior secured delayed draw term loan		9.88%	12/2025	—		(7)	(11)	—	%
							331,543	332,905	17.3	%
Healthcare technology
BCPE Osprey Buyer, Inc. (dba PartsSource)(5)(7)(18)	First lien senior secured loan	SR +	5.75%	8/2028	53,224		52,604	52,559	2.9	%
BCPE Osprey Buyer, Inc. (dba PartsSource)(5)(6)(18)	First lien senior secured delayed draw term loan	SR +	5.75%	8/2028	2,768		2,728	2,733	0.1	%
BCPE Osprey Buyer, Inc. (dba PartsSource)(5)(13)(14)(15)(18)	First lien senior secured delayed draw term loan	SR +	5.75%	10/2025	—		(116)	(30)	—	%
BCPE Osprey Buyer, Inc. (dba PartsSource)(5)(6)(13)(18)	First lien senior secured revolving loan	SR +	5.75%	8/2026	1,756		1,705	1,686	0.1	%
Datix Bidco Limited (dba RLDatix)(5)(10)(16)(18)	First lien senior secured GBP term loan	SA +	4.50%	4/2025	£	319	434	406	—	%
Datix Bidco Limited (dba RLDatix)(5)(10)(16)(18)	Second lien senior secured GBP term loan	SA +	7.75%	4/2026	£	1,667	2,266	2,125	0.1	%
GI Ranger Intermediate, LLC (dba Rectangle Health)(5)(7)(18)	First lien senior secured loan	SR +	5.75%	10/2028	20,606		20,300	20,297	1.1	%
GI Ranger Intermediate, LLC (dba Rectangle Health)(5)(7)(13)(18)	First lien senior secured revolving loan	SR +	5.75%	10/2027	1,004		983	979	0.1	%
Imprivata, Inc.(5)(7)(18)	Second lien senior secured loan	SR +	6.25%	12/2028	882		874	882	—	%

48

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of December 31, 2023

(Amounts in thousands, except share amounts)

Company(1)(2)(23)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
Indikami Bidco, LLC (dba IntegriChain)(5)(6)(18)	First lien senior secured loan	SR +	6.00%	12/2030	4,021	3,931	3,931	0.2	%
Indikami Bidco, LLC (dba IntegriChain)(5)(13)(14)(15)(18)	First lien senior secured delayed draw term loan	SR +	6.00%	12/2025	—	(6)	(4)	—	%
Indikami Bidco, LLC (dba IntegriChain)(5)(13)(14)(18)	First lien senior secured revolving loan	SR +	6.00%	6/2030	—	(11)	(11)	—	%
Intelerad Medical Systems Incorporated(5)(7)(16)(18)	First lien senior secured loan	SR +	6.50%	8/2026	44,169	43,832	42,955	2.2	%
Intelerad Medical Systems Incorporated(5)(7)(16)(18)	First lien senior secured revolving loan	SR +	6.50%	8/2026	3,040	3,024	2,956	0.2	%
Interoperability Bidco, Inc. (dba Lyniate)(5)(7)(18)	First lien senior secured loan	SR +	7.00%	12/2026	4,699	4,679	4,628	0.2	%
Interoperability Bidco, Inc. (dba Lyniate)(5)(7)(13)(18)	First lien senior secured revolving loan	SR +	7.00%	12/2024	158	156	152	—	%
Ocala Bidco, Inc.(5)(6)(18)	First lien senior secured loan	SR +	6.25% (2.75% PIK)	11/2028	53,554	52,605	52,884	2.8	%
Ocala Bidco, Inc.(5)(13)(14)(15)(18)	First lien senior secured delayed draw term loan	SR +	5.75%	5/2024	—	(47)	—	—	%
Ocala Bidco, Inc.(5)(6)(18)	Second lien senior secured loan	SR +	10.50% PIK	11/2033	32,228	31,785	31,905	1.8	%
RL Datix Holdings (USA), Inc.(5)(8)(16)(18)	First lien senior secured loan	SR +	4.50%	4/2025	11,900	11,797	11,900	0.6	%
RL Datix Holdings (USA), Inc.(5)(8)(13)(16)(18)	First lien senior secured revolving loan	SR +	4.50%	10/2024	1,833	1,806	1,833	0.1	%
RL Datix Holdings (USA), Inc.(5)(8)(16)(18)	Second lien senior secured loan	SR +	7.75%	4/2026	6,167	6,081	6,167	0.3	%
						241,410	240,933	12.8	%
Household products
Aptive Environmental, LLC(18)(22)	First lien senior secured loan		12.00% (6.00% PIK)	1/2026	3,247	2,894	3,328	0.2	%

49

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of December 31, 2023

(Amounts in thousands, except share amounts)

Company(1)(2)(23)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
Mario Midco Holdings, Inc. (dba Len the Plumber)(5)(6)(18)	Unsecured facility	SR +	10.75% PIK	4/2032	1,914	1,874	1,900	0.1	%
Mario Purchaser, LLC (dba Len the Plumber)(5)(6)(18)	First lien senior secured loan	SR +	5.75%	4/2029	5,164	5,080	5,139	0.3	%
Mario Purchaser, LLC (dba Len the Plumber)(5)(6)(13)(15)(18)	First lien senior secured delayed draw term loan	SR +	5.75%	4/2024	1,257	1,226	1,251	0.1	%
Mario Purchaser, LLC (dba Len the Plumber)(5)(6)(13)(18)	First lien senior secured revolving loan	SR +	5.75%	4/2028	166	158	163	—	%
Simplisafe Holding Corporation(5)(6)(18)	First lien senior secured loan	SR +	6.25%	5/2028	2,027	1,995	2,006	0.1	%
Simplisafe Holding Corporation(5)(6)(13)(15)(18)	First lien senior secured delayed draw term loan	SR +	6.25%	5/2024	68	66	68	—	%
						13,293	13,855	0.8	%
Human resource support services
Cornerstone OnDemand, Inc.(5)(6)(18)	Second lien senior secured loan	SR +	6.50%	10/2029	44,583	44,054	41,908	2.2	%
IG Investments Holdings, LLC (dba Insight Global)(5)(7)(18)	First lien senior secured loan	SR +	6.00%	9/2028	68,015	67,012	67,505	3.5	%
IG Investments Holdings, LLC (dba Insight Global)(5)(13)(14)(18)	First lien senior secured revolving loan	SR +	6.00%	9/2027	—	(67)	(41)	—	%
						110,999	109,372	5.7	%
Infrastructure and environmental services
AWP Group Holdings, Inc.(5)(7)(18)	First lien senior secured loan	SR +	5.50%	12/2029	762	750	750	—	%
AWP Group Holdings, Inc.(5)(7)(13)(15)(18)	First lien senior secured delayed draw term loan	SR +	5.50%	8/2025	8	6	7	—	%
AWP Group Holdings, Inc.(5)(7)(13)(18)	First lien senior secured revolving loan	SR +	5.50%	12/2029	27	25	25	—	%
Tamarack Intermediate, L.L.C. (dba Verisk 3E)(5)(7)(18)	First lien senior secured loan	SR +	5.75%	3/2028	675	665	666	—	%
Tamarack Intermediate, L.L.C. (dba Verisk 3E)(5)(7)(18)	First lien senior secured loan	SR +	5.75%	3/2028	16	16	16	—	%

50

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of December 31, 2023

(Amounts in thousands, except share amounts)

Company(1)(2)(23)	Investment	Interest		Maturity Date	Par / Units		Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
Tamarack Intermediate, L.L.C. (dba Verisk 3E)(5)(7)(13)(15)(18)	First lien senior secured delayed draw term loan	SR +	5.75%	10/2025	25		24	25	—	%
Tamarack Intermediate, L.L.C. (dba Verisk 3E)(5)(13)(14)(18)	First lien senior secured revolving loan	SR +	5.75%	3/2028	—		(2)	(1)	—	%
							1,484	1,488	—	%
Insurance
Alera Group, Inc.(5)(6)(18)	First lien senior secured loan	SR +	6.00%	10/2028	87,984		86,538	87,984	4.7	%
AmeriLife Holdings LLC(5)(6)(18)	First lien senior secured loan	SR +	5.75%	8/2029	7,200		7,076	7,164	0.4	%
AmeriLife Holdings LLC(5)(7)(13)(15)(18)	First lien senior secured delayed draw term loan	SR +	5.75%	9/2024	1,500		1,473	1,493	0.1	%
AmeriLife Holdings LLC(5)(13)(14)(15)(18)	First lien senior secured delayed draw term loan	SR +	5.75%	10/2025	—		(15)	—	—	%
AmeriLife Holdings LLC(5)(13)(14)(18)	First lien senior secured revolving loan	SR +	5.75%	8/2028	—		(14)	(5)	—	%
Ardonagh Midco 2 PLC(16)(17)(18)(22)	Unsecured notes		11.50%	1/2027	256		255	254	—	%
Ardonagh Midco 3 PLC(5)(10)(16)(18)	First lien senior secured GBP term loan	SA +	7.25%	7/2026	£	1,541	2,315	2,376	0.1	%
Ardonagh Midco 3 PLC(5)(12)(16)(18)	First lien senior secured EUR term loan	E +	7.25%	7/2026	€	196	217	217	—	%
Ardonagh Midco 3 PLC(5)(8)(16)(18)	First lien senior secured USD term loan	SR +	6.00%	7/2026	576		569	576	—	%
Ardonagh Midco 3 PLC(5)(12)(16)(18)	First lien senior secured GBP delayed draw term loan	E +	6.00%	7/2026	£	497	238	223	—	%
Ardonagh Midco 3 PLC(5)(12)(16)(18)	First lien senior secured EUR delayed draw term loan	E +	6.75%	7/2026	€	12,800	12,534	14,140	0.7	%
Asurion, LLC(5)(6)(17)(18)	Second lien senior secured loan	SR +	5.25%	1/2028	5,000		5,000	4,754	0.2	%
Asurion, LLC(5)(6)(17)(18)	Second lien senior secured loan	SR +	5.25%	1/2029	15,000		14,890	14,105	0.7	%

51

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of December 31, 2023

(Amounts in thousands, except share amounts)

Company(1)(2)(23)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
Brightway Holdings, LLC(5)(8)(18)	First lien senior secured loan	SR +	6.50%	12/2027	17,582	17,423	17,230	0.9	%
Brightway Holdings, LLC(5)(7)(13)(18)	First lien senior secured revolving loan	SR +	6.50%	12/2027	947	930	905	—	%
Evolution BuyerCo, Inc. (dba SIAA)(5)(7)(18)	First lien senior secured loan	SR +	6.25%	4/2028	29,207	28,922	28,987	1.6	%
Evolution BuyerCo, Inc. (dba SIAA)(5)(13)(14)(15)(18)	First lien senior secured delayed draw term loan	SR +	6.00%	12/2025	—	(25)	—	0.1	%
Evolution BuyerCo, Inc. (dba SIAA)(5)(13)(14)(18)	First lien senior secured revolving loan	SR +	6.25%	4/2027	—	(18)	(17)	—	%
Integrity Marketing Acquisition, LLC(5)(7)(18)	First lien senior secured loan	SR +	5.80%	8/2026	4,023	4,014	4,023	0.2	%
Integrity Marketing Acquisition, LLC(5)(7)(18)	First lien senior secured loan	SR +	6.00%	8/2026	203	201	203	—	%
Integrity Marketing Acquisition, LLC(5)(7)(18)	First lien senior secured loan	SR +	6.05%	8/2026	398	398	398	—	%
Integrity Marketing Acquisition, LLC(5)(7)(13)(15)(18)	First lien senior secured delayed draw term loan	SR +	6.00%	2/2025	120	112	120	—	%
Integrity Marketing Acquisition, LLC(5)(13)(14)(18)	First lien senior secured revolving loan	SR +	6.50%	8/2026	—	(2)	—	—	%
KUSRP Intermediate, Inc. (dba U.S. Retirement and Benefits Partners)(5)(7)(18)	First lien senior secured loan	SR +	10.50% PIK	7/2030	13,931	13,777	13,896	0.7	%
Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services)(5)(6)(18)	First lien senior secured loan	SR +	6.00%	11/2028	27,641	27,436	27,572	1.4	%
Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services)(5)(13)(14)(18)	First lien senior secured revolving loan	SR +	6.00%	11/2027	—	(10)	(4)	—	%
PCF Midco II, LLC (dba PCF Insurance Services)(18)(22)	First lien senior secured loan		9.00% PIK	10/2031	39,046	36,419	36,313	1.9	%
TEMPO BUYER CORP. (dba Global Claims Services)(5)(7)(18)	First lien senior secured loan	SR +	5.50%	8/2028	35,794	35,273	35,526	2.0	%
TEMPO BUYER CORP. (dba Global Claims Services)(5)(9)(13)(18)	First lien senior secured revolving loan	P +	4.00%	8/2027	1,651	1,588	1,612	0.1	%

52

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of December 31, 2023

(Amounts in thousands, except share amounts)

Company(1)(2)(23)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
USRP Holdings, Inc. (dba U.S. Retirement and Benefits Partners)(5)(8)(18)	First lien senior secured loan	SR +	5.75%	7/2027	14,793	14,599	14,681	0.9	%
USRP Holdings, Inc. (dba U.S. Retirement and Benefits Partners)(5)(13)(14)(18)	First lien senior secured revolving loan	SR +	5.75%	7/2027	—	(13)	(8)	—	%
						312,100	314,718	16.7	%
Internet software and services
Anaplan, Inc.(5)(7)(18)	First lien senior secured loan	SR +	6.50%	6/2029	27,016	26,790	27,016	1.4	%
Anaplan, Inc.(5)(13)(14)(18)	First lien senior secured revolving loan	SR +	6.50%	6/2028	—	(14)	—	—	%
Avalara, Inc.(5)(7)(18)	First lien senior secured loan	SR +	7.25%	10/2028	27,273	26,925	27,136	1.4	%
Avalara, Inc.(5)(13)(14)(18)	First lien senior secured revolving loan	SR +	7.25%	10/2028	—	(33)	(14)	—	%
Bayshore Intermediate #2, L.P. (dba Boomi)(5)(7)(18)	First lien senior secured loan	SR +	7.50% PIK	10/2028	24,342	24,018	24,038	1.3	%
Bayshore Intermediate #2, L.P. (dba Boomi)(5)(7)(13)(18)	First lien senior secured revolving loan	SR +	6.75%	10/2027	319	296	299	—	%
BCTO BSI Buyer, Inc. (dba Buildertrend)(5)(7)(18)	First lien senior secured loan	SR +	7.50% PIK	12/2026	10,680	10,617	10,680	0.6	%
BCTO BSI Buyer, Inc. (dba Buildertrend)(5)(13)(14)(18)	First lien senior secured revolving loan	SR +	7.50%	12/2026	—	(12)	—	—	%
CivicPlus, LLC(5)(7)(18)	First lien senior secured loan	SR +	6.50% (2.50% PIK)	8/2027	15,791	15,687	15,791	0.8	%
CivicPlus, LLC(5)(6)(13)(18)	First lien senior secured revolving loan	SR +	6.00%	8/2027	352	345	352	—	%
CP PIK Debt Issuer, LLC (dba CivicPlus, LLC)(5)(6)(18)	Unsecured notes	SR +	11.75% PIK	6/2034	8,120	7,952	8,100	0.4	%
Coupa Holdings, LLC(5)(6)(18)	First lien senior secured loan	SR +	7.50%	2/2030	785	767	770	—	%
Coupa Holdings, LLC(5)(13)(14)(15)(18)	First lien senior secured delayed draw term loan	SR +	7.50%	8/2024	—	(1)	(1)	—	%
Coupa Holdings, LLC(5)(13)(14)(18)	First lien senior secured revolving loan	SR +	7.50%	2/2029	—	(1)	(1)	—	%

53

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of December 31, 2023

(Amounts in thousands, except share amounts)

Company(1)(2)(23)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
Crewline Buyer, Inc. (dba New Relic)(5)(7)(18)	First lien senior secured loan	SR +	6.75%	11/2030	36,551	36,011	36,003	1.9	%
Crewline Buyer, Inc. (dba New Relic)(5)(13)(14)(18)	First lien senior secured revolving loan	SR +	6.75%	11/2030	—	(56)	(57)	—	%
EET Buyer, Inc. (dba e-Emphasys)(5)(7)(18)	First lien senior secured loan	SR +	6.50%	11/2027	19,203	19,069	19,203	1.0	%
EET Buyer, Inc. (dba e-Emphasys)(5)(8)(13)(18)	First lien senior secured revolving loan	SR +	6.50%	11/2027	391	378	391	—	%
Forescout Technologies, Inc.(5)(7)(18)	First lien senior secured loan	SR +	8.00%	8/2026	17,681	17,609	17,768	1.0	%
Forescout Technologies, Inc.(5)(7)(18)	First lien senior secured loan	SR +	8.00%	8/2026	9,506	9,449	9,553	0.5	%
Forescout Technologies, Inc.(5)(13)(14)(15)(18)	First lien senior secured delayed draw term loan	SR +	8.00%	7/2024	—	(31)	—	—	%
Forescout Technologies, Inc.(5)(13)(14)(18)	First lien senior secured revolving loan	SR +	8.00%	8/2026	—	(13)	—	—	%
Catalis Intermediate, Inc. (fka GovBrands Intermediate, Inc.)(5)(7)(18)	First lien senior secured loan	SR +	5.50%	8/2027	8,179	8,044	7,892	0.4	%
Catalis Intermediate, Inc. (fka GovBrands Intermediate, Inc.)(5)(7)(18)	First lien senior secured delayed draw term loan	SR +	5.50%	8/2027	1,840	1,819	1,776	0.1	%
Catalis Intermediate, Inc. (fka GovBrands Intermediate, Inc.)(5)(7)(13)(18)	First lien senior secured revolving loan	SR +	5.50%	8/2027	303	290	273	—	%
Granicus, Inc.(5)(7)(18)	First lien senior secured loan	SR +	5.50%	1/2027	13,444	13,261	13,410	0.7	%
Granicus, Inc.(5)(7)(18)	First lien senior secured delayed draw term loan	SR +	6.00%	1/2027	2,510	2,481	2,503	0.1	%
Granicus, Inc.(5)(7)(13)(18)	First lien senior secured revolving loan	SR +	6.50%	1/2027	248	233	245	—	%
GS Acquisitionco, Inc. (dba insightsoftware)(5)(7)(18)	First lien senior secured loan	SR +	5.50%	5/2026	8,902	8,876	8,879	0.5	%
Hyland Software, Inc.(5)(6)(18)	First lien senior secured loan	SR +	6.00%	9/2030	14,315	14,106	14,100	0.7	%
Hyland Software, Inc.(5)(13)(14)(18)	First lien senior secured revolving loan	SR +	6.00%	9/2029	—	(10)	(10)	—	%
MessageBird BidCo B.V.(5)(6)(16)(18)	First lien senior secured loan	SR +	6.75%	4/2027	8,000	7,890	7,980	0.4	%

54

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of December 31, 2023

(Amounts in thousands, except share amounts)

Company(1)(2)(23)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
Ministry Brands Holdings, LLC(5)(6)(18)	First lien senior secured loan	SR +	5.50%	12/2028	10,321	10,162	10,115	0.5	%
Ministry Brands Holdings, LLC(5)(6)(18)	First lien senior secured delayed draw term loan	SR +	5.50%	12/2028	1,041	1,025	1,020	0.1	%
Ministry Brands Holdings, LLC(5)(6)(13)(18)	First lien senior secured revolving loan	SR +	5.50%	12/2027	538	524	518	—	%
Project Alpha Intermediate Holding, Inc. (dba Qlik)(5)(6)(17)(18)	First lien senior secured loan	SR +	4.75%	10/2030	10,000	9,804	10,033	0.5	%
Proofpoint, Inc.(5)(6)(17)(18)	Second lien senior secured loan	SR +	6.25%	8/2029	7,500	7,471	7,556	0.4	%
QAD Inc.(5)(6)(18)	First lien senior secured loan	SR +	5.38%	11/2027	45,687	45,049	45,001	2.5	%
QAD Inc.(5)(13)(14)(18)	First lien senior secured revolving loan	SR +	5.38%	11/2027	—	(77)	(90)	—	%
Sailpoint Technologies Holdings, Inc.(5)(6)(18)	First lien senior secured loan	SR +	6.00%	8/2029	22,820	22,407	22,649	1.2	%
Sailpoint Technologies Holdings, Inc.(5)(13)(14)(18)	First lien senior secured revolving loan	SR +	6.00%	8/2028	—	(34)	(16)	—	%
Securonix, Inc.(5)(7)(18)	First lien senior secured loan	SR +	6.00%	4/2028	847	841	794	—	%
Securonix, Inc.(5)(13)(14)(18)	First lien senior secured revolving loan	SR +	6.50%	4/2028	—	(1)	(10)	—	%
Thunder Purchaser, Inc. (dba Vector Solutions)(5)(7)(18)	First lien senior secured loan	SR +	5.75%	6/2028	35,462	35,213	35,284	1.9	%
Thunder Purchaser, Inc. (dba Vector Solutions)(5)(7)(18)	First lien senior secured delayed draw term loan	SR +	5.75%	6/2028	2,872	2,872	2,858	0.1	%
Thunder Purchaser, Inc. (dba Vector Solutions)(5)(7)(13)(18)	First lien senior secured revolving loan	SR +	5.75%	6/2027	1,807	1,785	1,791	0.1	%
When I Work, Inc.(5)(7)(18)	First lien senior secured loan	SR +	7.00% PIK	11/2027	25,116	24,960	24,676	1.3	%
When I Work, Inc.(5)(13)(14)(18)	First lien senior secured revolving loan	SR +	6.00%	11/2027	—	(27)	(73)	—	%

55

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of December 31, 2023

(Amounts in thousands, except share amounts)

Company(1)(2)(23)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
Zendesk, Inc.(5)(7)(18)	First lien senior secured loan	SR +	6.25% (3.25% PIK)	11/2028	24,038	23,539	23,738	1.2	%
Zendesk, Inc.(5)(13)(14)(15)(18)	First lien senior secured delayed draw term loan	SR +	6.25%	11/2024	—	(72)	(15)	—	%
Zendesk, Inc.(5)(13)(14)(18)	First lien senior secured revolving loan	SR +	6.25%	11/2028	—	(49)	(30)	—	%
						438,134	439,874	23.0	%
Leisure and entertainment
Troon Golf, L.L.C.(5)(7)(18)	First lien senior secured loan	SR +	5.50%	8/2027	69,350	69,121	69,003	3.6	%
Troon Golf, L.L.C.(5)(13)(14)(18)	First lien senior secured revolving loan	SR +	5.50%	8/2026	—	(14)	(27)	—	%
						69,107	68,976	3.6	%
Manufacturing
BCPE Watson (DE) ORML, LP(5)(8)(16)(18)(24)	First lien senior secured loan	SR +	6.50%	7/2028	5,000	4,960	4,975	0.3	%
FARADAY BUYER, LLC (dba MacLean Power Systems)(5)(7)(18)	First lien senior secured loan	SR +	6.00%	10/2028	45,870	44,971	44,953	2.4	%
FARADAY BUYER, LLC (dba MacLean Power Systems)(5)(13)(14)(15)(18)	First lien senior secured delayed draw term loan	SR +	6.00%	11/2025	—	(47)	(48)	—	%
Gloves Buyer, Inc. (dba Protective Industrial Products)(5)(6)(18)	Second lien senior secured loan	SR +	8.25%	12/2028	6,300	6,187	6,237	0.3	%
MHE Intermediate Holdings, LLC (dba OnPoint Group)(5)(7)(18)	First lien senior secured loan	SR +	6.00%	7/2027	28,852	28,663	28,852	1.6	%
MHE Intermediate Holdings, LLC (dba OnPoint Group)(5)(7)(18)	First lien senior secured loan	SR +	6.25%	7/2027	4,064	4,001	4,064	0.2	%
MHE Intermediate Holdings, LLC (dba OnPoint Group)(5)(13)(14)(18)	First lien senior secured revolving loan	SR +	6.00%	7/2027	—	(21)	—	—	%

56

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of December 31, 2023

(Amounts in thousands, except share amounts)

Company(1)(2)(23)	Investment	Interest		Maturity Date	Par / Units		Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
Sonny's Enterprises, LLC(5)(7)(18)	First lien senior secured loan	SR +	6.75%	8/2028	51,292		50,846	51,164	2.7	%
Sonny's Enterprises, LLC(5)(7)(13)(15)(18)	First lien senior secured delayed draw term loan	SR +	6.75%	11/2024	265		257	263	—	%
Sonny's Enterprises, LLC(5)(13)(14)(18)	First lien senior secured revolving loan	SR +	6.75%	8/2027	—		(73)	(11)	—	%
							139,744	140,449	7.5	%
Professional services
Apex Group Treasury, LLC(5)(7)(16)(18)	Second lien senior secured loan	SR +	6.75%	7/2029	11,618		11,466	11,560	0.6	%
Apex Service Partners, LLC(5)(7)(18)	First lien senior secured loan	SR +	7.00% (2.00% PIK)	10/2030	7,268		7,090	7,086	0.4	%
Apex Service Partners, LLC(5)(7)(13)(15)(18)	First lien senior secured delayed draw term loan	SR +	7.00% (2.00% PIK)	10/2025	386		360	360	—	%
Apex Service Partners, LLC(5)(7)(13)(18)	First lien senior secured revolving loan	SR +	6.50%	10/2029	46		32	32	—	%
Guidehouse Inc.(5)(6)(18)	First lien senior secured loan	SR +	5.75% (2.00% PIK)	12/2030	43,724		43,724	43,505	2.4	%
Relativity ODA LLC(5)(6)(18)	First lien senior secured loan	SR +	6.50%	5/2027	17,320		17,180	17,320	0.9	%
Relativity ODA LLC(5)(13)(14)(18)	First lien senior secured revolving loan	SR +	6.50%	5/2027	—		(12)	—	—	%
Sensor Technology Topco, Inc. (dba Humanetics)(5)(7)(18)	First lien senior secured loan	SR +	7.00% (2.00% PIK)	5/2026	18,052		17,943	18,007	0.9	%
Sensor Technology Topco, Inc. (dba Humanetics)(5)(11)(18)	First lien senior secured EUR term loan	E +	7.25% (2.25% PIK)	5/2026	€	3,254	3,513	3,585	0.2	%
Sensor Technology Topco, Inc. (dba Humanetics)(5)(7)(13)(18)	First lien senior secured revolving loan	SR +	6.50%	5/2026	889		880	885	—	%
							102,176	102,340	5.4	%

57

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of December 31, 2023

(Amounts in thousands, except share amounts)

Company(1)(2)(23)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
Specialty retail
Ideal Image Development, LLC(5)(7)(18)(25)	First lien senior secured loan	SR +	6.50%	9/2027	7,727	7,600	5,814	0.3	%
Ideal Image Development, LLC(5)(7)(18)(25)	First lien senior secured delayed draw term loan	SR +	6.50%	2/2024	1,463	732	1,101	0.1	%
Ideal Image Development, LLC(5)(7)(13)(15)(18)(25)	First lien senior secured delayed draw term loan	SR +	6.50%	2/2024	805	293	606	—	%
Ideal Image Development, LLC(5)(7)(18)(25)	First lien senior secured revolving loan	SR +	6.50%	9/2027	1,220	1,199	918	—	%
Milan Laser Holdings LLC(5)(6)(18)	First lien senior secured loan	SR +	5.00%	4/2027	40,434	40,188	40,434	2.1	%
Milan Laser Holdings LLC(5)(13)(14)(18)	First lien senior secured revolving loan	SR +	5.00%	4/2026	—	(31)	—	—	%
Notorious Topco, LLC (dba Beauty Industry Group)(5)(7)(18)	First lien senior secured loan	SR +	6.75%	11/2027	59,697	59,059	55,817	2.9	%
Notorious Topco, LLC (dba Beauty Industry Group)(5)(7)(18)	First lien senior secured delayed draw term loan	SR +	6.75%	11/2027	5,202	5,132	4,864	0.3	%
Notorious Topco, LLC (dba Beauty Industry Group)(5)(7)(13)(18)	First lien senior secured revolving loan	SR +	6.75%	5/2027	352	303	9	—	%
The Shade Store, LLC(5)(7)(18)	First lien senior secured loan	SR +	6.00%	10/2027	57,909	57,410	55,737	2.9	%
The Shade Store, LLC(5)(7)(18)	First lien senior secured loan	SR +	7.00%	10/2027	9,170	8,953	8,940	0.5	%
The Shade Store, LLC(5)(7)(13)(18)	First lien senior secured revolving loan	SR +	6.00%	10/2026	3,782	3,741	3,560	0.2	%
						184,579	177,800	9.3	%
Telecommunications
EOS U.S. Finco LLC(5)(7)(16)(18)	First lien senior secured loan	SR +	5.75%	10/2029	8,595	8,187	7,865	0.4	%
EOS U.S. Finco LLC(5)(7)(13)(15)(16)(18)	First lien senior secured delayed draw term loan	SR +	5.75%	5/2026	36	6	(42)	—	%
Park Place Technologies, LLC(5)(6)(17)(18)	First lien senior secured loan	SR +	5.00%	11/2027	7,294	7,113	7,244	0.4	%
						15,306	15,067	0.8	%

58

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of December 31, 2023

(Amounts in thousands, except share amounts)

Company(1)(2)(23)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
Transportation
Motus Group, LLC(5)(6)(18)	Second lien senior secured loan	SR +	6.50%	12/2029	10,000	9,919	9,900	0.5	%
						9,919	9,900	0.5	%
Total non-controlled/non-affiliated portfolio company debt investments						3,213,725	3,212,352	168.1	%
Equity Investments
Automotive
CD&R Value Building Partners I, L.P. (dba Belron)(16)(18)(20)(21)	LP Interest		N/A	N/A	32,865	32,911	40,794	2.1	%
Metis HoldCo, Inc. (dba Mavis Tire Express Services)(18)(20)(22)	Series A Convertible Preferred Stock		7.00% PIK	N/A	32,308	38,057	38,852	2.0	%
						70,968	79,646	4.1	%
Buildings and real estate
Associations Finance, Inc.(18)(20)(22)	Preferred Stock		13.50% PIK	N/A	35,000,000	39,167	39,706	2.1	%
Dodge Construction Network Holdings, L.P.(18)(20)(21)	Class A-2 Common Units		N/A	N/A	431,889	367	295	—	%
Dodge Construction Network Holdings, L.P.(5)(7)(18)(20)	Series A Preferred Units	SR +	8.25%	N/A	—	9	6	—	%
						39,543	40,007	2.1	%
Business services
Denali Holding, LP (dba Summit Companies)(18)(20)(21)	Class A Units		N/A	N/A	413,725	4,215	6,350	0.3	%
Hercules Buyer LLC (dba The Vincit Group)(18)(19)(20)(21)	Common Units		N/A	N/A	450	450	503	—	%
Knockout Intermediate Holdings I Inc. (dba Kaseya Inc.)(18)(20)(22)	Perpetual Preferred Stock		11.75% PIK	N/A	6,000	6,613	6,723	0.4	%
						11,278	13,576	0.7	%
Consumer products
ASP Conair Holdings LP(18)(20)(21)	Class A Units		N/A	N/A	12,857	1,286	1,215	0.1	%
						1,286	1,215	0.1	%

59

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of December 31, 2023

(Amounts in thousands, except share amounts)

Company(1)(2)(23)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
Financial services
Amergin Asset Management, LLC(16)(18)(20)(21)	Class A Units		N/A	N/A	50,000,000	—	—	—	%
						—	—	—	%
Food and beverage
Hissho Sushi Holdings, LLC(18)(20)(21)	Class A Units		N/A	N/A	7,502	75	100	—	%
						75	100	—	%
Healthcare equipment and services
KPCI Holdings, L.P.(18)(20)(21)	Class A Units		N/A	N/A	6,169	6,701	9,004	0.6	%
Maia Aggregator, LP(18)(20)(21)	Class A-2 Units		N/A	N/A	112,360	112	113	—	%
Patriot Holdings SCSp (dba Corza Health, Inc.)(16)(18)(20)(22)	Class A Units		8.00% PIK	N/A	1,798	2,215	2,215	0.1	%
Patriot Holdings SCSp (dba Corza Health, Inc.)(16)(18)(20)(21)	Class B Units		N/A	N/A	24,765	75	378	—	%
Rhea Acquisition Holdings, LP(18)(20)(21)	Series A-2 Units		N/A	N/A	119,048	119	161	—	%
						9,222	11,871	0.7	%
Healthcare providers and services
KOBHG Holdings, L.P. (dba OB Hospitalist)(18)(20)(21)	Class A Interests		N/A	N/A	3,017	3,017	2,661	0.1	%
KWOL Acquisition Inc. (dba Worldwide Clinical Trials)(18)(20)(21)	Class A Interests		N/A	N/A	90	904	904	—	%
Romulus Intermediate Holdings 1 Inc. (dba PetVet Care Centers)(18)(20)(22)	Series A Preferred Stock		15.00% PIK	N/A	2,868	2,811	2,810	0.1	%
XOMA Corporation(18)(20)(21)	Common Stock Warrants		N/A	N/A	6,000	41	41	—	%
						6,773	6,416	0.2	%

60

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of December 31, 2023

(Amounts in thousands, except share amounts)

Company(1)(2)(23)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
Healthcare technology
Minerva Holdco, Inc.(18)(20)(22)	Series A Preferred Stock		10.75% PIK	N/A	2,000	2,350	2,312	0.1	%
						2,350	2,312	0.1	%
Household products
Evology, LLC(18)(20)(21)	Class B Units		N/A	N/A	113	540	516	—	%
						540	516	—	%
Human resource support services
Sunshine Software Holdings, Inc. (dba Cornerstone OnDemand)(18)(20)(22)	Series A Preferred Stock		10.50% PIK	N/A	12,750	14,933	13,556	0.8	%
						14,933	13,556	0.8	%
Insurance
Accelerate Topco Holdings, LLC(18)(20)(21)	Common Units		N/A	N/A	5,129	142	167	—	%
Evolution Parent, LP (dba SIAA)(18)(20)(21)	LP Interest		N/A	N/A	8,919	892	1,050	0.1	%
GrowthCurve Capital Sunrise Co-Invest LP (dba Brightway)(18)(20)(21)	LP Interest		N/A	N/A	421	426	408	—	%
Hockey Parent Holdings, L.P.(18)(20)(21)	Class A Units		N/A	N/A	7,500	7,500	7,500	0.4	%
PCF Holdco, LLC (dba PCF Insurance Services)(18)(20)(21)	Class A Units		N/A	N/A	3,770,773	9,563	17,448	0.9	%
PCF Holdco, LLC (dba PCF Insurance Services)(18)(20)(22)	Series A Preferred Units		15.00% PIK	N/A	4,339	3,426	3,611	0.2	%
PCF Holdco, LLC (dba PCF Insurance Services)(18)(20)(21)	Class A Unit Warrants		N/A	N/A	335,816	1,146	1,129	—	%
						23,095	31,313	1.6	%
Internet software and services
BCTO WIW Holdings, Inc. (dba When I Work)(18)(20)(21)	Class A Common Stock		N/A	N/A	57,000	5,700	4,469	0.2	%
Brooklyn Lender Co-Invest 2, L.P. (dba Boomi)(18)(20)(21)	Common Units		N/A	N/A	1,729,439	1,729	1,887	0.1	%
Elliott Alto Co-Investor Aggregator L.P.(16)(18)(20)(21)	LP Interest		N/A	N/A	2,873,134	2,890	2,883	0.2	%

61

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of December 31, 2023

(Amounts in thousands, except share amounts)

Company(1)(2)(23)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(3)(4)		Fair Value		Percentage of Net Assets
Project Hotel California Co-Invest Fund, L.P.(16)(18)(20)(21)	LP Interest		N/A	N/A	1,342,354	1,343		1,522		0.1	%
Insight CP (Blocker) Holdings, L.P. (dba CivicPlus, LLC)(16)(18)(20)(21)	LP Interest		N/A	N/A	470,219	471		509		—	%
MessageBird Holding B.V.(16)(18)(20)(21)	Extended Series C Warrants		N/A	N/A	25,540	157		30		—	%
Picard Holdco, Inc.(5)(7)(18)(20)	Series A Preferred Stock	SR +	12.00%	N/A	19,378	20,482		22,560		1.2	%
Project Alpine Co-Invest Fund, LP(16)(18)(20)(21)	LP Interest		N/A	N/A	2,000,000	2,001		2,363		0.1	%
Thunder Topco L.P. (dba Vector Solutions)(18)(20)(21)	Common Units		N/A	N/A	2,138,653	2,139		2,374		0.1	%
WMC Bidco, Inc. (dba West Monroe)(18)(20)(22)	Senior Preferred Stock		11.25% PIK	N/A	33,385	41,800		40,036		2.1	%
Zoro TopCo, Inc. (dba Zendesk, Inc.)(18)(20)(22)	Series A Preferred Stock		12.50% PIK	N/A	3,225	3,484		3,532		0.3	%
Zoro TopCo, L.P. (dba Zendesk, Inc.)(18)(20)(21)	Class A Common Units		N/A	N/A	268,735	2,687		2,926		0.2	%
						84,883		85,091		4.6	%
Manufacturing
Gloves Holdings, LP (dba Protective Industrial Products)(18)(20)(21)	LP Interest		N/A	N/A	7,000	700		829		—	%
						700		829		—	%
Total non-controlled/non-affiliated portfolio company equity investments						$	265,646	$	286,448	15.0	%
Total non-controlled/non-affiliated portfolio company investments						$	3,479,371	$	3,498,800	183.1	%

62

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of December 31, 2023

(Amounts in thousands, except share amounts)

Company(1)(2)(23)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(3)(4)	Fair Value	Percentage of Net Assets
Non-controlled/affiliated portfolio company investments
Debt Investments
Asset based lending and fund finance
AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC(16)(18)(22)(26)	First lien senior secured loan		12.00% PIK	7/2030	6,588	6,588	6,588	0.3	%
AAM Series 2.1 Aviation Feeder, LLC(16)(18)(22)(26)	First lien senior secured loan		12.00% PIK	11/2030	7,828	7,828	7,828	0.4	%
						14,416	14,416	0.7	%
Household products
Walker Edison Furniture Company LLC(5)(6)(18)(25)(26)	First lien senior secured loan	SR +	6.75% PIK	3/2027	7,195	6,131	6,620	0.4	%
Walker Edison Furniture Company LLC(5)(6)(18)(25)(26)	First lien senior secured delayed draw term loan	SR +	6.75% PIK	3/2027	860	833	791	—	%
Walker Edison Furniture Company LLC(5)(13)(15)(18)(25)(26)	First lien senior secured delayed draw term loan	SR +	6.75% PIK	3/2027	—	—	(167)	—	%
Walker Edison Furniture Company LLC(5)(6)(18)(25)(26)	First lien senior secured revolving loan	SR +	6.25% PIK	3/2027	3,333	3,333	3,118	0.2	%
						10,297	10,362	0.6	%
Total non-controlled/affiliated portfolio company debt investments						24,713	24,778	1.3	%
Equity Investments
Asset based lending and fund finance
AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC(13)(16)(18)(20)(21)(26)	LLC Interest		N/A	N/A	4,213,898	4,214	4,218	0.2	%
AAM Series 2.1 Aviation Feeder, LLC(13)(16)(18)(20)(21)(26)	LLC Interest		N/A	N/A	5,252,059	5,252	5,251	0.3	%
						9,466	9,469	0.5	%
Household products
Walker Edison Holdco LLC(18)(20)(21)(26)	Common Units		N/A	N/A	72,917	7,046	758	—	%
						7,046	758	—	%

63

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of December 31, 2023

(Amounts in thousands, except share amounts)

Company(1)(2)(23)	Investment	Interest		Maturity Date	Par / Units	Amortized Cost(3)(4)		Fair Value		Percentage of Net Assets
Insurance
Fifth Season Investments LLC(18)(20)(26)	Class A Units		N/A	N/A	8	43,904		43,904		2.4	%
						43,904		43,904		2.4	%
Pharmaceuticals
LSI Financing 1 DAC(16)(18)(20)(26)	Preferred Equity		N/A	N/A	12,317,312	12,353		12,992		0.6	%
						12,353		12,992		0.6	%
Total non-controlled/affiliated portfolio company equity investments						$	72,769	$	67,123	3.5	%
Total non-controlled/affiliated portfolio company investments						$	97,482	$	91,901	4.8	%
Total Investments						$	3,576,853	$	3,590,701	187.9	%

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

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

(3)The amortized cost represents the original cost adjusted for the amortization or accretion of premium or discount, as applicable, on debt investments using the effective interest method.

(4)As of December 31, 2023, the net estimated unrealized gain for U.S. federal income tax purposes was $26.9 million based on a tax cost basis of $3.6 billion. As of December 31, 2023, the estimated aggregate gross unrealized loss for U.S. federal income tax purposes was $18.8 million and the estimated aggregate gross unrealized gain for U.S. federal income tax purposes was $45.7 million.

(5)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 Secured Overnight Financing Rate ("SOFR" or "SR") (which can include one-, three-, six-, or twelve-month SOFR), Euro Interbank Offered Rate (“EURIBOR” or “E”), Sterling 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 SOFR, which as of December 31, 2023 was 5.35%.

(7)The interest rate on these loans is subject to 3 month SOFR, which as of December 31, 2023 was 5.33%.

(8)The interest rate on these loans is subject to 6 month SOFR, which as of December 31, 2023 was 5.16%.

(9)The interest rate on these loans is subject to Prime, which as of December 31, 2023 was 8.50%.

(10)The interest rate on these loans is subject to SONIA, which as of December 31, 2023 was 5.19%.

(11)The interest rate on these loans is subject to 3 month EURIBOR, which as of December 31, 2023 was 3.91%.

(12)The interest rate on this loan is subject to 6 month EURIBOR, which as of December 31, 2023 was 3.86%.

(13)Position or portion thereof is an unfunded loan or equity 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)This portfolio company is not a qualifying asset under Section 55(a) of the Investment Company Act of 1940, as amended (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 December 31, 2023, non-qualifying assets represented 8.5% of total assets as calculated in accordance with the regulatory requirements.

64

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of December 31, 2023

(Amounts in thousands, except share amounts)

(17)Level 2 investment.

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

(19)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.

(20)Security acquired in transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), and may be deemed to be “restricted securities” under the Securities Act. As of December 31, 2023, the aggregate fair value of these securities is $353.6 million or 18.5% of the Company’s net assets. The acquisition dates of the restricted securities are as follows:

Portfolio Company	Investment	Acquisition Date
AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC	LLC Interest	July 1, 2022
AAM Series 2.1 Aviation Feeder, LLC	LLC Interest	July 1, 2022
Accelerate Topco Holdings, LLC	Common Units	September 1, 2022
Project Alpine Co-Invest Fund, LP	LP Interest	June 10, 2022
Amergin Asset Management, LLC	Class A Units	July 1, 2022
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
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
Elliott Alto Co-Investor Aggregator L.P.	LP Interest	September 27, 2022
Evology LLC	Class B Units	January 24, 2022
Evolution Parent, LP (dba SIAA)	LP Interest	April 30, 2021
Fifth Season Investments LLC	Class A Units	October 17, 2022
Gloves Holdings, 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
Hockey Parent Holdings, L.P.	Class A Units	September 14, 2023
Project Hotel California Co-Invest Fund, L.P.	LP Interest	August 9, 2022
Insight CP (Blocker) Holdings, L.P. (dba CivicPlus, LLC)	LP Interest	June 8, 2022

65

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of December 31, 2023

(Amounts in thousands, except share amounts)

Portfolio Company	Investment	Acquisition Date
Knockout Intermediate Holdings I Inc. (dba Kaseya)	Perpetual Preferred Stock	June 23, 2022
KOBHG Holdings, L.P. (dba OB Hospitalist)	Class A Interests	September 27, 2021
KPCI Holdings, LP	Class A Units	November 30, 2020
KWOL Co-Invest, LP	Class A Interests	December 12, 2023
LSI Financing 1 DAC	Preferred Equity	December 14, 2022
Maia Aggregator, LP	Class A-2 Units	February 1, 2022
MessageBird Holding B.V.	Extended Series C Warrants	May 5, 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)	Series A Preferred Units	February 16, 2023
PCF Holdco, LLC (dba PCF Insurance Services)	Class A Unit Warrants	February 16, 2023
Picard Holdco, Inc.	Series A Preferred Stock	September 30, 2022
Rhea Acquisition Holdings, LP	Series A-2 Units	February 18, 2022
Romulus Intermediate Holdings 1 Inc.	Series A Preferred Stock	November 15, 2023
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
Walker Edison Holdco LLC	Common Units	March 1, 2023
WMC Bidco, Inc. (dba West Monroe)	Senior Preferred Stock	November 9, 2021
XOMA Corporation	Common Stock Warrants	December 15, 2023
Zoro TopCo, LP	Class A Common Units	November 22, 2022
Zoro TopCo, Inc.	Series A Preferred Stock	November 22, 2022

(21)Investment is non-income producing.

(22)Investment contains a fixed-rate structure.

(23)Unless otherwise indicated, the Company’s portfolio companies are pledged as collateral supporting the amounts outstanding under the Revolving Credit Facility, SPV Asset Facility I, SPV Asset Facility II, and CLO XIV. See Note 5 “Debt”.

(24)Investment is not pledged as collateral for the Revolving Credit Facility, SPV Asset Facility I, SPV Asset Facility II or CLO XIV.

(25)Loan was on non-accrual status as of December 31, 2023.

(26)Under the 1940 Act, the Company is deemed to be an "Affiliated Person" of this portfolio company as the Company owns more than 5% but less than 25% of the portfolio company's outstanding voting securities. The Company’s investments in affiliates for the period ended December 31, 2023, were as follows:

66

Blue Owl Capital Corporation III

Consolidated Schedule of Investments

as of December 31, 2023

(Amounts in thousands, except share amounts)

Company	Fair value as of December 31, 2022		Gross Additions(a)		Gross Reductions(b)		Net Change in Unrealized Gain/ (Loss)		Realized Gain/(Loss)		Fair value as of December 31, 2023		Interest Income		Dividend Income		Other Income
AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC(c)	$	—	$	10,807	$	(6)	$	5	$	—	$	10,806	$	316	$	—	$	—
AAM Series 2.1 Aviation Feeder, LLC(c)	262		12,818		—		(1)		—		13,079		103		—		—
Fifth Season Investments LLC	25,110		18,794		—		—		—		43,904		—		1,390		—
LSI Financing 1 DAC	4,012		9,777		(1,471)		674		—		12,992		—		163		—
Walker Edison Furniture Company LLC	—		17,343		—		(6,223)		—		11,120		—		—		10
Total	$	29,384	$	69,539	$	(1,477)	$	(5,545)	$	—	$	91,901	$	419	$	1,553	$	10

________

(a) Gross additions include increases in the cost basis of investments resulting from new investments, payment-in-kind interest or dividends, and the amortization of any unearned income or discounts on equity investments, as applicable.

(b) Gross reductions include decreases in the cost basis of investments resulting from principal collections related to investment repayments or sales, and the amortization of any premiums on equity investments, as applicable.

(c) In connection with its investment in AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC and AAM Series 2.1 Aviation Feeder, LLC (collectively, “Amergin AssetCo”) the Company made a minority investment in Amergin Asset Management, LLC which has entered into a Servicing Agreement with Amergin AssetCo.

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

67

Blue Owl Capital Corporation III

Consolidated Statements of Changes in Net Assets

(Amounts in thousands)

(Unaudited)

	For the Three Months Ended March 31,
	2024		2023
Increase (Decrease) in Net Assets Resulting from Operations
Net investment income (loss)	$	48,275	$	61,579
Net change in unrealized gain (loss)	8,968		23,876
Net realized gain (loss)	(3,182)		(11,479)
Net Increase (Decrease) in Net Assets Resulting from Operations	54,061		73,976
Distributions
Distributions declared from earnings(1)	(43,096)		(53,498)
Net Decrease in Net Assets Resulting from Shareholders' Distributions	(43,096)		(53,498)
Capital Share Transactions
Reinvestment of distributions	4,623		11,400
Net Increase in Net Assets Resulting from Capital Share Transactions	4,623		11,400
Total Increase (Decrease) in Net Assets	15,588		31,878
Net Assets, at beginning of period	1,911,112		1,813,881
Net Assets, at end of period	$	1,926,700	$	1,845,759

_______________

(1)For the three months ended March 31, 2024 and 2023 distributions declared from earnings were derived from net investment income and capital gains.

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

68

Blue Owl Capital Corporation III

Consolidated Statements of Cash Flows

(Amounts in thousands)

(Unaudited)

	For the Three Months Ended March 31,
	2024		2023
Cash Flows from Operating Activities
Net Increase (Decrease) in Net Assets Resulting from Operations	$	54,061	$	73,976
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash used in operating activities:
Purchases of investments, net	(710,354)		(51,302)
Proceeds from investments and investment repayments, net	335,857		26,916
Net amortization/accretion of premium/discount on investments	(5,081)		(2,074)
Payment-in-kind interest	(7,885)		(10,743)
Payment-in-kind dividends	(4,934)		(5,584)
Net change in unrealized (gain) loss on investments	(9,244)		(23,825)
Net change in unrealized (gain) loss on translation of assets and liabilities in foreign currencies	277		(52)
Net realized (gain) loss on investments	2,707		11,502
Amortization of debt issuance costs	1,620		1,345
Amortization of offering costs	—		7
Changes in operating assets and liabilities:
(Increase) decrease in interest receivable	(7,160)		(1,149)
(Increase) decrease in receivable for investments sold	(14,999)		—
(Increase) decrease in prepaid expenses and other assets	(1,213)		501
Increase (decrease) in management fee payable	7,334		220
Increase (decrease) in incentive fee payable	7,140		—
Increase (decrease) in payables for investments purchased	32,731		—
Increase (decrease) in payables to affiliates	2,828		(617)
Increase (decrease) in accrued expenses and other liabilities	1,994		15
Net cash provided by (used in) operating activities	(314,321)		19,136
Cash Flows from Financing Activities
Borrowings on debt	562,335		55,000
Payments on debt	(190,298)		(15,000)
Debt issuance costs	(2,779)		(205)
Cash distributions paid to shareholders	(56,156)		(39,025)
Net cash provided by (used in) financing activities	313,102		770
Net increase (decrease) in cash	(1,219)		19,906
Cash, beginning of period	141,448		60,053
Cash, end of period	$	140,229	$	79,959
Supplemental and Non-Cash Information
Interest expense paid	$	30,222	$	28,681
Distributions declared during the period	$	43,096	$	53,498
Reinvestment of distributions during the period	$	4,623	$	11,400
Distribution payable	$	43,096	$	53,498
Taxes, including excise tax, paid during the period	$	1,839	$	850

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

69

Blue Owl Capital Corporation III

Notes to Consolidated Financial Statements (Unaudited)

Note 1. Organization

Blue Owl Capital Corporation III (the “Company”) is a Maryland corporation formed on January 27, 2020. The Company was formed primarily to originate and make loans to, and make debt and equity investments in middle-market companies based primarily in the United States. The Company invests in senior secured or unsecured loans, subordinated loans or mezzanine loans and, to a lesser extent, equity and equity-related securities including warrants, preferred stock and similar forms of senior equity, which may or may not be convertible into a portfolio company’s common equity. 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 has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). In addition, for tax purposes, the Company is treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). Because the Company has elected to be regulated as a BDC and qualifies as a RIC under the Code, the Company’s portfolio is subject to diversification and other requirements.

On April 24, 2020, the Company formed a wholly-owned subsidiary, OR Lending III LLC, a Delaware limited liability company, which holds a California finance lenders license. OR Lending III 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.

Previously, the Company conducted private offerings (the "Private Offering") of its common shares to accredited investors in reliance on exemptions from the registration requirements of the Securities Act of 1933, as amended.

On June 17, 2020, the Company commenced its loan origination and investment activities contemporaneously with the initial drawdown from investors in the Private Offering. In June 2020, the Company made its first portfolio investment.

Blue Owl Diversified Credit Advisors LLC (the “Adviser”) serves as the Company’s investment adviser. The Adviser is registered with the U.S. Securities and Exchange Commission (“SEC”) as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). The Adviser is an indirect affiliate of Blue Owl Capital Inc. (“Blue Owl”) (NYSE: OWL) and part of Blue Owl's Credit platform, which focuses on direct lending. Blue Owl consists of three investment platforms: (1) Credit, which focuses on direct lending, (2) GP Strategic Capital, which focuses on providing capital to institutional alternative asset managers and (3) Real Estate, which focuses on triple net lease real estate strategies. Subject to the overall supervision of the Company’s board of directors (the “Board”), the Adviser manages the day-to-day operations of, and provides investment advisory and management services to, the Company.

On January 25, 2024, the Company's common stock was listed and began trading on the New York Stock Exchange (“NYSE”) under the symbol “OBDE” (the "Exchange Listing").

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 was initially capitalized on June 4, 2020 and commenced operations on June 5, 2020. 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.

70

Blue Owl Capital Corporation III

Notes to Consolidated Financial Statements (Unaudited) - Continued

Cash

Cash consists of deposits held at a custodian bank and restricted cash pledged as collateral. 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.

Rule 2a-5 under the 1940 Act establishes requirements for determining fair value in good faith for purposes of the 1940 Act. Pursuant to Rule 2a-5, the Board designated the Adviser as the Company's valuation designee to perform fair value determinations relating to the value of assets held by the Company for which market quotations are not readily available.

Investments for which market quotations are readily available are typically valued at the average 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 Adviser, as the valuation designee, based on, among other things, the input of the independent third-party valuation firm(s) engaged at the direction of the Adviser.

As part of the valuation process, the Adviser, as the valuation designee, 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 Adviser, as the valuation designee, considers whether the pricing indicated by the external event corroborates its valuation.

The Adviser, as the valuation designee, 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 average 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;

•The Adviser, as the valuation designee, reviews the recommended valuations and determines the fair value of each investment;

•Each quarter, the Adviser, as the valuation designee, will provide the Audit Committee a summary or description of material fair value matters that occurred in the prior quarter and on an annual basis, the Adviser, as the valuation designee, will provide the Audit Committee with a written assessment of the adequacy and effectiveness of its fair value process; and

•The Audit Committee oversees the valuation designee and will report to the Board on any valuation matters requiring the Board’s attention.

The Company conducts this valuation process on a quarterly basis.

The Company applies Financial Accounting Standards Board (“FASB”) Accounting Standards Codification 820, Fair Value Measurements (“ASC 820”), as amended, which establishes a framework for measuring fair value in

71

Blue Owl Capital Corporation III

Notes to Consolidated Financial Statements (Unaudited) - Continued

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 Adviser, as the valuation designee, 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 Adviser, as the valuation designee, 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 Adviser, as the valuation designee, 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.

The Company applies the practical expedient provided by the ASC Topic 820 relating to investments in certain entities that calculate net asset value per share (or its equivalent). ASC Topic 820 permits an entity holding investments in certain entities that either are investment companies, or have attributes similar to an investment company, and calculate NAV per share or its equivalent for which the fair value is not readily determinable, to measure the fair value of such investments on the basis of that NAV per share, or its equivalent, without adjustment. Investments which are valued using NAV per share as a practical expedient are not categorized within the fair value hierarchy as per ASC Topic 820.

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.

Financial and Derivative Instruments

Pursuant to ASC 815 Derivatives and Hedging, all derivative instruments entered into by the Company are designated as hedging instruments. For all derivative instruments designated as a hedge, the entire change in the fair value of the hedging instrument shall be recorded in the same line item of the Consolidated Statements of Operations as the hedged item. Fair value is estimated by discounting remaining payments using applicable current market rates, or market quotes, if available. Rule 18f-4 requires BDCs that use derivatives to, among other things, comply with a value-at-risk leverage limit, adopt a derivatives risk management program, and implement certain testing and board reporting procedures. The Company does not currently use derivatives.

Rule 18f-4 exempts BDCs that qualify as “limited derivatives users” from the aforementioned requirements, provided that these BDCs adopt written policies and procedures that are reasonably designed to manage the BDC’s derivatives risks and comply with certain recordkeeping requirements. Rule 18f-4 provides that a BDC may enter into an

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unfunded commitment agreement that is not a derivatives transaction, such as an agreement to provide financing to a portfolio company, if the BDC has, among other things, a reasonable belief, at the time it enters into such an agreement, that it will have sufficient cash and cash equivalents to meet its obligations with respect to all of its unfunded commitment agreements, in each case as it becomes due. Pursuant to Rule 18f-4, when we trade reverse repurchase agreements or similar financing transactions, including certain tender option bonds, we need to aggregate the amount of any other senior securities representing indebtedness (e.g., bank borrowings, if applicable) when calculating our asset coverage ratio. The Company currently qualifies as a “limited derivatives user” and expects to continue to do so. The Company has adopted a derivatives policy and complies with the recordkeeping requirements of Rule 18f-4.

Foreign Currency

Foreign currency amounts are translated into U.S. dollars on the following basis:

•cash, fair value of investments, outstanding debt, other assets and liabilities: at the spot exchange rate on the last business day of the period; and

•purchases and sales of investments, borrowings and repayments of such borrowings, income and expenses: at the rates of exchange prevailing on the respective dates of such transactions.

The Company includes net changes in fair values on investments held resulting from foreign exchange rate fluctuations with the change in unrealized gains (losses) on translation of assets and liabilities in foreign currencies on the Consolidated Statements of Operations. The Company’s current approach to hedging the foreign currency exposure in its non-U.S. dollar denominated investments is primarily to borrow the par amount in local currency under the Company’s Revolving Credit Facility to fund these investments. Fluctuations arising from the translation of foreign currency borrowings are included with the net change in unrealized gains (losses) on translation of assets and liabilities in foreign currencies on the Consolidated Statements of Operations.

Investments denominated in foreign currencies and foreign currency transactions may involve certain considerations and risks not typically associated with those of domestic origin, including unanticipated movements in the value of the foreign currency relative to the U.S. dollar.

Interest and Dividend Income Recognition

Interest income is recorded on the accrual basis and includes amortization or accretion of premiums or discounts. Certain investments may have contractual payment-in-kind (“PIK”) interest or dividends. PIK interest and dividends represent accrued interest or dividends that are added to the principal amount or liquidation amount of the investment on the respective interest or dividend payment dates rather than being paid in cash and generally becomes due at maturity or at the occurrence of a liquidation event. For the three months ended March 31, 2024, PIK interest and PIK dividend income earned was $9.5 million and $4.4 million, representing approximately 8.4% and 3.9% of investment income, respectively. For the three months ended March 31, 2023, PIK interest and PIK dividend income earned was $12.5 million and $5.0 million, representing approximately 12.8% and 5.1% of investment income, respectively. Discounts and premiums to par value on securities purchased are 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.

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 the Company believes PIK interest or dividends are not expected to be realized, the investment generating PIK interest or dividends 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.

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.

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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 generally 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 the Company’s portfolio companies.

Offering Expenses

Costs associated with the offering of common shares of the Company were capitalized as deferred offering expenses and included in prepaid expenses and other assets in the Consolidated Statements of Assets and Liabilities and were amortized over a twelve-month period beginning with commencement of operations and any additional expenses for other offerings from incurrence.

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 utilizing the effective yield method, 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.

Income Taxes

The Company has elected to be treated as a BDC under the 1940 Act. The Company has elected to be treated as a RIC under the Code beginning with its taxable year ending December 31, 2020 and intends to continue to qualify annually thereafter as a RIC. So long as the Company maintains its tax treatment as a RIC, it generally will not pay U.S. federal income taxes at corporate rates 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 generally 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.

Certain of the Company's consolidated subsidiaries are subject to U.S. federal and state corporate-level income taxes.

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.

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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, 2023. As applicable, the Company’s prior three tax years remain subject to examination by U.S. federal, state and local tax authorities.

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. In addition, the Board may consider the level of undistributed taxable income carried forward from the prior year for distribution in the current year. Net realized long-term capital gains, if any, would generally be distributed at least annually, although the Company may decide to retain such capital gains for investment.

The Company has adopted a dividend reinvestment plan that provides for reinvestment of any cash distributions on behalf of shareholders, unless a shareholder elects to receive cash. As a result, if the Board authorizes and declares a cash distribution, then the shareholders who have not “opted out” of the dividend reinvestment plan will have their cash distribution automatically reinvested in additional shares of the Company’s common stock, rather than receiving the cash distribution. The Company expects to use newly issued shares or shares purchased in the open-market to implement the dividend reinvestment plan.

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 that meet the aforementioned criteria in its consolidated financial statements. All significant intercompany balances and transactions have been eliminated in consolidation.

New Accounting Pronouncements

In June 2022, the FASB issued ASU No. 2022-03, “Fair Value Measurement (Topic 820),” which clarifies the guidance in Topic 820 when measuring the fair value of an equity security subject to contractual restrictions that prohibit the sale of an equity security and introduces new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value in accordance with Topic 820. The amendments affect all entities that have investments in equity securities measured at fair value that are subject to a contractual sale restriction. ASU 2022-03 is effective for public business entities for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. For all other entities the amendments are effective for fiscal years beginning after December 15, 2024, and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. An entity that qualifies as an investment company under Topic 946 should apply the amendments in ASU No. 2022-03 to an investment in an equity security subject to a contractual sale restriction that is executed or modified on or after the date of adoption. Management has adopted the aforementioned accounting pronouncement and concluded that it does not have a material effect on the accompanying consolidated financial statements.

In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848),” which provides optional expedients and exceptions for applying U.S. 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. In December 2022, the FASB issued ASU No. 2022-06, “Reference Rate Reform (Topic 848),” which extended the transition period provided under ASU No. 2020-04 and 2021-01 for all entities from December 31, 2022 to December 31, 2024.

In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740),” which updates income tax disclosure requirements related to rate reconciliation, income taxes paid and other disclosures. ASU 2023-09 is effective for public business entities for fiscal years beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The Company is currently evaluating the impact of adopting ASU No. 2023-09 on the consolidated financial statements.

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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

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. 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.

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 from year to year thereafter if approved annually by (1) the vote of the Board or by the holders of a majority of the Company’s outstanding voting securities and, (2) the vote of a majority of the Company's directors who are not "interested persons" of the Company, of the Adviser or of any of their respective affiliates, as defined in the 1940 Act (the "independent directors"). On May 6, 2024, the Board approved the continuation of the Administration Agreement. 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.

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 months ended March 31, 2024 and 2023 the Company incurred expenses of approximately $1.4 million and $0.5 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. 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.

The Adviser’s services under the Investment Advisory Agreement are not exclusive, and accordingly, the Adviser may provide similar services to others.

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 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. On May 6, 2024, the Board approved the continuation of the Investment Advisory Agreement.

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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 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 penalty, the Adviser may generally terminate the Investment Advisory Agreement upon 60 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.

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

The management fee is payable quarterly in arrears. Prior to the Exchange Listing, the management fee was payable at an annual rate of 0.50% of the Company’s average gross assets, excluding cash and cash equivalents but including assets purchased with borrowed amounts, at the end of the Company’s two most recently completed calendar quarters.

Following the Exchange Listing, the management fee is payable at an annual rate of (x) 1.50% of the Company’s average gross assets (excluding cash and cash equivalents but including assets purchased with borrowed amounts) that is above an asset coverage ratio of 200% calculated in accordance with Sections 18 and 61 of the 1940 Act and (y) 1.00% of the Company’s average gross assets (excluding cash and cash equivalents but including assets purchased with borrowed amounts) that is below an asset coverage ratio of 200% calculated in accordance with Sections 18 and 61 of the 1940 Act, in each case, at the end of the two most recently completed calendar quarters. The management fee for any partial month or quarter, as the case may be, will be appropriately prorated and adjusted for any share issuances or repurchases during the relevant calendar months or quarters, as the case may be.

For the three months ended March 31, 2024 and 2023, management fees were $11.9 million and $4.4 million, respectively.

Pursuant to the Investment Advisory Agreement, the Adviser was not entitled to an incentive fee prior to the Exchange Listing. Following the Exchange Listing, the incentive fee consists of two components that are independent of each other, with the result that one component may be payable even if the other is not. A portion of the incentive fee is based on the Company’s pre-incentive fee net investment income and a portion is based on the Company’s capital gains. The portion of the incentive fee based on pre-incentive fee net investment income will be calculated and payable quarterly in arrears commencing with the first calendar quarter following the Exchange Listing, and will equal 100% of the pre-incentive fee net investment income in excess of a 1.5% quarterly “hurdle rate,” until the Adviser has received 17.5% of the total pre-incentive fee net investment income for that calendar quarter and, for pre-incentive fee net investment income in excess of 1.82% quarterly, 17.5% of all remaining pre-incentive fee net investment income for that calendar quarter.

The second component of the incentive fee, the capital gains incentive fee, payable at the end of each calendar year in arrears, equals 17.5% of cumulative realized capital gains from the date on which the Exchange Listing became effective (the "Listing Date") to the end of each calendar year, less cumulative realized capital losses and unrealized capital depreciation from the Listing Date to the end of each calendar year, less the aggregate amount of any previously paid capital gains incentive fee for prior periods. 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 were to sell the relevant investment and realize a capital gain. The fees that are payable under the Investment Advisory Agreement for any partial period will be appropriately prorated. In no event will the capital gains incentive fee payable pursuant to the Investment Advisory Agreement be in excess of the amount permitted by the Advisers Act of 1940, as amended, including Section 205 thereof.

For the three months ended March 31, 2024, the Company incurred $7.1 million of performance based incentive fees based on net investment income. There were no performance based incentive fees on net investment income for the three months ended March 31, 2023.

For the three months ended March 31, 2024, the Company did not accrue capital gains based incentive fees. There were no capital gains based incentive fees for the three months ended March 31, 2023.

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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 (as amended, the "Order") that has been granted to Blue Owl Credit Advisors LLC (“OCA”) and its affiliates to co-invest with other funds managed by the Adviser or certain 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 the 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 by 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. In addition, the Order permits the Company to participate in follow-on investments in its existing portfolio companies with certain affiliates that are private funds if such private funds did not have an investment in such existing portfolio company.

The Adviser is affiliated with OCA, Blue Owl Technology Credit Advisors LLC (“OTCA”), Blue Owl Technology Credit Advisors II LLC ("OTCA II") and Blue Owl Credit Private Fund Advisors LLC (“OPFA” and together with OCA, OTCA, OTCA II and the Adviser, the “Blue Owl Credit Advisers”), which are also investment advisers. The Blue Owl Credit Advisers are indirect affiliates of Blue Owl and comprise part of Blue Owl's Credit platform, which focuses on direct lending. The Blue Owl Credit Advisers’ 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 the BDCs, private funds and separately managed accounts managed by the Blue Owl Credit Advisers (collectively, the "Blue Owl Credit Clients") and/or 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.

License Agreement

On July 6, 2023, the Company entered into a license agreement (the “License Agreement”) with an affiliate of Blue Owl, pursuant to which the Company was granted a non-exclusive license to use the name “Blue Owl.” Under the License Agreement, the Company has a right to use the Blue Owl 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 “Blue Owl” name or logo.

Non-Controlled/Affiliated Portfolio Companies

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 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 Company has made investments in non-controlled, affiliated companies, including AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC and AAM Series 2.1 Aviation Feeder, LLC (collectively, "Amergin AssetCo"), Fifth Season Investments LLC ("Fifth Season"), and LSI Financing 1 DAC ("LSI Financing 1").

Amergin was created to invest in a leasing platform focused on railcar, aviation and other long-lived transportation assets. Amergin acquires existing on-lease portfolios of new and end-of-life railcars and related equipment and selectively

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purchases off-lease assets and is building a commercial aircraft portfolio through aircraft financing and engine acquisition on a sale and lease back basis. Amergin consists of Amergin AssetCo and Amergin Asset Management, LLC, which has entered into a Servicing Agreement with Amergin AssetCo. The Company made an initial equity commitment to Amergin AssetCo on July 1, 2022. As of March 31, 2024, our commitment to Amergin AssetCo is $24.6 million, of which $10.4 million is equity and $14.2 million is debt. The Company's investment in Amergin AssetCo is a co-investment made with its affiliates in accordance with the terms of the Order. The Company does not consolidate its equity interest in Amergin AssetCo.

Fifth Season is a portfolio company created to invest in life insurance based assets, including secondary and tertiary life settlement and other life insurance exposures using detailed analytics, internal life expectancy review and sophisticated portfolio management techniques. On July 18, 2022, the Company made an initial equity investment in Fifth Season. As of March 31, 2024 the fair market value of the Company's equity investment in Fifth Season was $65.3 million. The Company's investment in Fifth Season is a co-investment with its affiliates in accordance with the terms of the Order. The Company does not consolidate its equity interest in Fifth Season.

LSI Financing is a portfolio company formed to acquire contractual rights to revenue pursuant to earnout agreements generally in the life sciences space. On December 14, 2022, the Company made an initial equity investment in LSI Financing. As of March 31, 2024, the fair market value of the Company's investment in LSI Financing was $12.9 million. During the three months ended March 31, 2024, the Company increased its commitment by $9.4 million. The Company's investment in LSI Financing is a co-investment made with its affiliates in accordance with the terms of the Order. The Company does not consolidate its equity interest in LSI Financing.

Promissory Note

The Company, as borrower, has entered into a Loan Agreement as amended and restated through the date hereof (the "FIC Agreement") with Owl Rock Feeder FIC BDC III LLC ("Feeder FIC"), 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. See Note 5 "Debt".

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

Note 4. 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.

The table below presents the composition of investments at fair value and amortized cost as of the following periods:

	March 31, 2024				December 31, 2023
($ in thousands)	Amortized Cost		Fair Value		Amortized Cost		Fair Value
First-lien senior secured debt investments(1)	$	3,271,972	$	3,280,223	$	2,739,536	$	2,742,163
Second-lien senior secured debt investments	265,010		262,734		434,657		432,672
Unsecured debt investments	61,916		59,809		64,245		62,295
Preferred equity investments(2)	195,118		196,064		185,485		186,696
Common equity investments(3)	172,527		189,167		152,930		166,875
Total Investments	$	3,966,543	$	3,987,997	$	3,576,853	$	3,590,701

_______________

(1)Includes debt investment in Amergin AssetCo.

(2)Includes equity investment in LSI Financing.

(3)Includes equity investment in Amergin AssetCo and Fifth Season.

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Blue Owl Capital Corporation III

Notes to Consolidated Financial Statements (Unaudited) - Continued

The table below presents the industry composition of investments based on fair value as of the following periods:

	March 31, 2024		December 31, 2023
Advertising and media	4.2	%	2.8	%
Aerospace and defense	0.4		0.4
Asset based lending and fund finance(1)	1.8		2.1
Automotive services	3.4		3.6
Buildings and real estate	3.4		3.7
Business services	6.2		6.4
Chemicals	2.0		2.2
Consumer products	2.9		3.2
Containers and packaging	3.6		3.7
Distribution	2.0		2.0
Education	1.0		0.6
Energy equipment and services	0.4		—
Financial services	1.2		0.8
Food and beverage	4.9		4.8
Healthcare equipment and services	2.8		3.1
Healthcare providers and services	7.4		9.4
Healthcare technology	6.9		6.8
Household products	0.7		0.7
Human resource support services	3.3		3.4
Infrastructure and environmental services	0.5		0.0
Insurance(2)	10.7		10.9
Internet software and services	14.5		14.6
Leisure and entertainment	1.8		1.9
Manufacturing	3.6		3.9
Pharmaceuticals(3)	0.7		0.4
Professional services	3.7		2.9
Specialty retail	4.9		5.0
Telecommunications	0.9		0.4
Transportation	0.2		0.3
Total	100.0	%	100.0	%

_______________

(1)Includes debt and equity investment in Amergin AssetCo.

(2)Includes equity investment in Fifth Season.

(3)Includes equity investment in LSI Financing.

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Blue Owl Capital Corporation III

Notes to Consolidated Financial Statements (Unaudited) - Continued

The table below presents the geographic composition of investments based on fair value as of the following periods:

	March 31, 2024		December 31, 2023
United States:
Midwest	24.1	%	25.0	%
Northeast	16.5		15.5
South	29.9		29.6
West	22.9		23.2
International	6.6		6.7
Total	100.0	%	100.0	%

Note 5. 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. As of March 31, 2024 and December 31, 2023, the Company’s asset coverage was 187% and 206%, respectively.

Debt obligations consisted of the following as of the following periods:

	March 31, 2024
($ in thousands)	Aggregate Principal Committed		Outstanding Principal		Amount Available(1)		Net Carrying Value(2)
Revolving Credit Facility(3)	$	600,000	$	418,787	$	181,213	$	410,747
SPV Asset Facility I	$	525,000	$	265,000	$	105,069	$	258,575
SPV Asset Facility II	$	350,000	$	290,000	$	31,749	$	288,507
SPV Asset Facility III	$	300,000	$	100,000	$	27,812	$	97,606
CLO XIV	$	260,000	$	260,000	$	—	$	258,140
2027 Notes	$	325,000	$	325,000	$	—	$	322,498
July 2025 Notes	$	142,000	$	142,000	$	—	$	141,285
July 2027 Notes	$	250,000	$	250,000	$	—	$	247,626
Series 2023A Notes	$	100,000	$	100,000	$	—	$	99,021
Total Debt	$	2,852,000	$	2,150,787	$	345,843	$	2,124,005

________________

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

(2)The carrying value of the Company’s Revolving Credit Facility, SPV Asset Facility I, SPV Asset Facility II, SPV Asset Facility III, CLO XIV, 2027 Notes, July 2025 Notes, July 2027 Notes and Series 2023A Notes are presented net of deferred financing costs of $8.0 million, $6.4 million, $1.5 million, $2.4 million, $1.9 million, $2.5 million, $0.7 million, $2.4 million, and $1.0 million, respectively.

(3)Net Carrying Value includes the unrealized translation gain (loss) on borrowings denominated in foreign currencies.

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Blue Owl Capital Corporation III

Notes to Consolidated Financial Statements (Unaudited) - Continued

	December 31, 2023
($ in thousands)	Aggregate Principal Committed		Outstanding Principal		Amount Available(1)		Net Carrying Value(2)
Revolving Credit Facility(3)	$	575,000	$	118,119	$	456,881	$	109,931
SPV Asset Facility I	$	525,000	$	265,000	$	141,856	$	258,232
SPV Asset Facility II	$	350,000	$	320,000	$	13,558	$	318,367
CLO XIV	$	260,000	$	260,000	$	—	$	258,100
2027 Notes	$	325,000	$	325,000	$	—	$	322,302
July 2025 Notes	$	142,000	$	142,000	$	—	$	141,149
July 2027 Notes	$	250,000	$	250,000	$	—	$	247,452
Series 2023A Notes	$	100,000	$	100,000	$	—	$	98,963
Total Debt	$	2,527,000	$	1,780,119	$	612,295	$	1,754,496

________________

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

(2)The carrying value of the Company’s Revolving Credit Facility, SPV Asset Facility I, SPV Asset Facility II, CLO XIV, 2027 Notes, July 2025 Notes, July 2027 Notes and Series 2023A Notes are presented net of deferred financing costs of $8.2 million, $6.8 million, $1.6 million, $1.9 million, $2.7 million, $0.9 million, $2.5 million, and $1.0 million, respectively.

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

The table below presents the components of interest expense for the following periods:

	For the Three Months Ended March 31,
($ in thousands)	2024			2023
Interest expense	$	34,158		$	27,194
Amortization of debt issuance costs	1,620			1,345
Total Interest Expense	$	35,778		$	28,539
Average interest rate	7.0		%	6.4		%
Average daily borrowings	$	1,921,527		$	1,712,085

Description of Facilities

Credit Facilities

Revolving Credit Facility

On December 14, 2022, the Company entered into an Amended and Restated Senior Secured Revolving Credit Agreement (the “Revolving Credit Facility”), which amends and restates in its entirety that certain Senior Secured Revolving Credit Agreement, dated as of September 10, 2021. The parties to the Revolving Credit Facility include the Company, as Borrower, the lenders from time to time parties thereto and JPMorgan Chase Bank, N.A. as Administrative Agent. On December 21, 2023 (the "Revolving Credit Facility First Amendment Date"), the parties to the Revolving Credit Facility entered into an amendment to, among other things, extend the availability period and maturity date, convert a portion of the then-existing revolver availability into term loan availability and reduce the credit adjustment spread to 0.10% for all U.S. dollar-denominated Loan tenors. The following describes the terms of the Revolving Credit Facility amended through February 29, 2024.

The Revolving Credit Facility is guaranteed by certain domestic subsidiaries of the Company in existence on the Revolving Credit Facility First Amendment date, and will be guaranteed by certain domestic subsidiaries of the Company that are formed or acquired by the Company thereafter (collectively, the “Guarantors”). Proceeds of the Revolving Credit Facility may be used for general corporate purposes, including the funding of portfolio investments.

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Blue Owl Capital Corporation III

Notes to Consolidated Financial Statements (Unaudited) - Continued

As of February 29, 2024, the Revolving Credit Facility provides for (a) a term loan in a principal amount of the $75.0 million (which term loan amount was increased from $50.0 million to $75.0 million February 29, 2024) and (b) subject to availability under the borrowing base, which is based on the Company’s portfolio investments and other outstanding indebtedness, a revolving credit facility in a principal amount of up to $525.0 million (the aggregate outstanding term loans and revolving credit facility commitments under the Revolving Credit Facility increased from $575.0 million to $600.0 million on February 29, 2024). The amount available for borrowing under the Revolving Credit Facility is reduced by any outstanding letters of credit issued through the Revolving Credit Facility. Maximum capacity under the Revolving Credit Facility may be increased to $1.10 billion through the exercise by the Company of an uncommitted accordion feature through which existing and new lenders may, at their option, agree to provide additional financing. The Revolving Credit Facility 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 $100.0 million limit for swingline loans.

As of the Revolving Credit Facility First Amendment Date, the availability period with respect to the revolving credit facility under the Revolving Credit Facility will terminate on December 21, 2027 (the “Revolving Credit Facility Commitment Termination Date”) and the Revolving Credit Facility will mature on December 21, 2028 (the “Revolving Credit Facility Maturity Date”). During the period from the Revolving Credit Facility Commitment Termination Date to the Revolving Credit Facility Maturity Date, the Company will be obligated to make mandatory prepayments under the Revolving Credit Facility 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 Revolving Credit Facility with respect to the commitments in U.S. dollars will bear interest at either (i) term SOFR plus any applicable credit adjustment spread plus margin of 2.00% per annum or (ii) the alternative base rate plus margin of 1.00% per annum. With respect to loans denominated in U.S. dollars, the Company may elect either term SOFR or the alternative base rate at the time of drawdown, and such loans may be converted from one rate to another at any time at the Company’s option, subject to certain conditions. Amounts drawn under the Revolving Credit Facility with respect to the commitments in other permitted currencies will bear interest at the relevant rate specified therein (including any applicable credit adjustment spread) plus margin of 2.00% per annum. The Company will also pay a fee of 0.375% on daily undrawn amounts under the Revolving Credit Facility.

The Revolving Credit Facility 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 the Company's 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. The Revolving Credit Facility requires a minimum asset coverage ratio with respect to the consolidated assets of the Company and its subsidiaries to senior securities that constitute indebtedness of no less than 1.50 to 1.00 at any time.

Subscription Credit Facility

On August 12, 2020 (the “Closing Date”), the Company entered into a revolving credit facility (the “Subscription Credit Facility”) with State Street Bank and Trust Company (“State Street”) as administrative agent (the “Administrative Agent”), and State Street and PNC Bank, National Association (“PNC”), as lenders.

The Subscription Credit Facility permitted the Company to borrow up to $550 million, subject to availability under the borrowing base, which was based on unused capital commitments. Effective November 12, 2021, the outstanding balance on the Subscription Credit Facility was paid in full and the facility was terminated pursuant to its terms.

Borrowings under the Subscription Credit Facility bore interest, at the Company's election at the time of drawdown, at a rate per annum equal to (i) in the case of LIBOR rate loans, an adjusted LIBOR rate for the applicable interest period plus 2.00% or (ii) in the case of reference rate loans, the greatest of (A) a prime rate plus 1.00%, (B) the federal funds rate plus 1.50%, and (C) one-month LIBOR plus 1.00%. Loans were able to be converted from one rate to another at any time at the Company's election, subject to certain conditions. The Company predominantly borrowed utilizing LIBOR loans, generally electing one-month LIBOR upon borrowing. The Company also paid an unused commitment fee of 0.25% per annum on the unused commitments.

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Blue Owl Capital Corporation III

Notes to Consolidated Financial Statements (Unaudited) - Continued

SPV Asset Facilities

SPV Asset Facility I

On July 29, 2021 (the “SPV Asset Facility I Closing Date”), ORCC III Financing LLC (“ORCC III Financing”), a Delaware limited liability company and newly formed subsidiary of the Company entered into a credit agreement (as amended through the date hereof, the “SPV Asset Facility I”), with ORCC III Financing, as borrower, the Company, as equityholder, the Adviser, as collateral manager, the lenders from time to time parties thereto, Société Générale, as agent, State Street Bank and Trust Company, as collateral agent, collateral administrator and custodian, and Alter Domus (US) LLC as collateral custodian. The parties to the SPV Asset Facility I have entered into various amendments, including to admit new lenders, increase the maximum principal amount available under the facility, add a swingline commitment to the facility, extend the availability period and maturity date, change the interest rate and make various other changes. The following describes the terms of SPV Asset Facility I amended through December 8, 2023 (the “SPV Asset Facility I Fourth Amendment Date”).

From time to time, the Company expects to sell and contribute certain investments to ORCC III Financing pursuant to a Sale and Contribution Agreement by and between the Company and ORCC III Financing. 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 ORCC III Financing, including the purchase of such assets from the Company. The Company retains a residual interest in assets contributed to or acquired by ORCC III Financing through its ownership of ORCC III Financing. The maximum principal amount of the SPV Asset Facility I is $525.0 million (decreased from $625.0 million on December 8, 2023), 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 ORCC III Financing’s assets from time to time, and satisfaction of certain conditions, including certain concentration limits. The SPV Asset Facility I includes a $100.0 million sub-limit for swingline loans.

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 through March 16, 2026, unless the commitments are terminated sooner as provided in the SPV Asset Facility I (the “SPV Asset Facility I Commitment Termination Date”). Unless otherwise terminated, the SPV Asset Facility I will mature on March 15, 2028 (the “SPV Asset Facility I Stated Maturity”). Prior to the SPV Asset Facility I Stated Maturity, proceeds received by ORCC 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 I Stated Maturity, ORCC 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.

Amounts drawn in U.S. dollars bear interest at SOFR plus a spread of 2.70%; amounts drawn in Canadian dollars bear interest at CDOR plus a spread of 2.70% (or, alternatively, Daily Compounded CORRA plus a spread of 0.32138% when CDOR becomes unavailable); amounts drawn in Euros bear interest at EURIBOR plus a spread of 2.70%; and amounts drawn in British pounds bear interest either at SONIA plus a spread of 2.6693% or at an alternate base rate plus a spread of 2.70%. From the SPV Asset Facility I Closing Date to the SPV Asset Facility I Commitment Termination Date, there is a commitment fee, calculated on a daily basis, ranging from 0.00% to 1.00% on the undrawn amount under the SPV Asset Facility I. The SPV Asset Facility I contains customary covenants, including certain limitations on the activities of ORCC III Financing, 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 ORCC III Financing and on any payments received by ORCC III Financing in respect of those assets. Assets pledged to the lenders under the SPV Asset Facility I will not be available to pay the debts of the Company.

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

SPV Asset Facility II

On December 2, 2021 (the “SPV Asset Facility II Closing Date”), ORCC III Financing II LLC (“ORCC III Financing II”), a Delaware limited liability company and newly formed subsidiary of the Company entered into a loan financing and servicing agreement (the “SPV Asset Facility II”), with ORCC III Financing II, as borrower, the Company, as equityholder and services 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

84

Blue Owl Capital Corporation III

Notes to Consolidated Financial Statements (Unaudited) - Continued

custodian. The parties to the SPV Asset Facility II have entered an amendment which converted the benchmark rate of the facility from LIBOR to term SOFR and added an additional lender and reallocated lender commitments. The following describes the terms of SPV Asset Facility II amended through February 18, 2022 (the "SPV Asset Facility II First Amendment Date").

From time to time, the Company expects to sell and contribute certain loan assets to ORCC III Financing II pursuant to a Sale and Contribution Agreement by and between the Company and ORCC III Financing 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 ORCC III Financing II, including the purchase of such assets from the Company. The Company retains a residual interest in assets contributed to or acquired by ORCC III Financing II through our ownership of ORCC III Financing II. The maximum principal amount of the SPV Asset Facility II is $350.0 million; the availability of this amount is subject to a borrowing base test, which is based on the value of ORCC III Financing 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 SPV Asset Facility II Closing Date unless such period is extended or accelerated under the terms of the SPV Asset Facility II (the “SPV Asset Facility II 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 SPV Asset Facility II Revolving Period (the “SPV Asset Facility II Termination Date”). Prior to the SPV Asset Facility II Termination Date, proceeds received by ORCC III Financing 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 SPV Asset Facility II Termination Date, ORCC III Financing 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 the Company.

Amounts drawn bear interest at SOFR (or, in the case of certain lenders that are commercial paper conduits, the lower of (a) their cost of funds and (b) SOFR, such SOFR not to be lower than zero) plus a spread equal to 1.95% per annum, which spread will increase (a) on and after the end of the SPV Asset Facility II 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”). SOFR may be replaced as a base rate under certain circumstances. During the SPV Asset Facility II Revolving Period, ORCC III Financing 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 SPV Asset Facility II Revolving Period, if the undrawn commitments are in excess of a certain portion (initially 12.5% and increasing in stages to 25%, 50% and 70%) of the total commitments under the SPV Asset Facility II, ORCC III Financing 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. ORCC III Financing 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 ORCC III Financing 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 ORCC III Financing II and on any payments received by ORCC III Financing II in respect of those assets. Assets pledged to the lenders will not be available to pay the debts of the Company.

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

SPV Asset Facility III

On March 20, 2024 (the “SPV Asset Facility III Closing Date”), OBDC III Financing III LLC (“OBDC III Financing III”), a Delaware limited liability company and newly formed subsidiary of the Company, entered into a Credit Agreement (the “SPV Asset Facility III”), with OBDC III Financing III, 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, and Alter Domus (US) LLC, as collateral custodian.

From time to time, the Company expects to sell and contribute certain investments to OBDC III Financing III pursuant to a Sale and Contribution Agreement, dated as of the SPV Asset Facility III Closing Date, by and between the Company and OBDC III Financing III. 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 OBDC III Financing III,

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Blue Owl Capital Corporation III

Notes to Consolidated Financial Statements (Unaudited) - Continued

including the purchase of such assets from the Company. The Company retains a residual interest in assets contributed to or acquired by OBDC III Financing III through the Company’s ownership of OBDC III Financing III. The maximum principal amount of the SPV Asset Facility III is $300.0 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 OBDC III Financing III’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 Availability Period”). Unless otherwise terminated, the SPV Asset Facility III will mature on March 20, 2029 (the “SPV Asset Facility III Maturity Date”). 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 Maturity Date, proceeds received by OBDC III Financing III 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 Maturity Date, OBDC III Financing III 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 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 Daily Simple CORRA plus an adjustment of 0.29547%, and amounts drawn in Euros are benchmarked to EURIBOR, and in each case plus a spread equal to the Applicable Rate. The “Applicable Rate” ranges from 1.75% to 2.50% 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.

During the SPV Asset Facility III Availability Period, there is a commitment fee subject to minimum utilization, calculated on a daily basis, ranging from 0.25% to 1.25% on the undrawn amount under the Secured Credit Facility. The SPV Asset Facility III contains customary covenants, including certain limitations on the activities of OBDC III Financing III, 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 OBDC III Financing III and on any payments received by OBDC III Financing III 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 OBDC III Financing III are considered the Company’s borrowings for purposes of complying with the asset coverage requirements under the 1940 Act.

CLOs

CLO XIV

On November 21, 2023 (the “CLO XIV Closing Date”), the Company completed a $397.3 million term debt securitization transaction (the “CLO XIV Transaction”), also known as a collateralized loan obligation transaction, which is a form of secured financing incurred by the Company. The secured notes and preferred shares issued in the CLO XIV Transaction and the secured loan borrowed in the CLO XIV Transaction were issued and incurred, as applicable, by the Company’s consolidated subsidiary Blue Owl CLO XIV, LLC, a limited liability organized under the laws of the State of Delaware (the “CLO XIV Issuer”) and are backed by a portfolio of collateral obligations consisting of middle-market loans and participation interests in middle-market loans as well as by other assets of the CLO XIV Issuer.

The CLO XIV Transaction was executed by (A) the issuance of the following classes of notes and preferred shares pursuant to an indenture and security agreement dated as of the Closing Date (the “CLO XIV Indenture”), by and among the CLO XIV Issuer and State Street Bank and Trust Company: (i) $203.0 million of AAA(sf) Class A Notes, which bear interest at three-month term SOFR plus 2.40% and (ii) $32.0 million of AA(sf) Class B Notes, which bear interest at three-month term SOFR plus 3.25% (together, the “CLO XIV Secured Notes”) and (B) the borrowing by the CLO XIV Issuer of $25.0 million under floating rate Class A-L loans (the “CLO XIV Class A-L Loans” and together with the CLO XIV Secured Notes, the “CLO XIV Debt”). The CLO XIV Class A-L Loans bear interest at three-month term SOFR plus 2.40%. The CLO XIV Class A-L Loans were borrowed under a credit agreement (the “CLO XIV Class A-L Credit Agreement”), dated as of the CLO XIV Closing Date, by and among the CLO XIV Issuer, as borrower, various financial institutions, as lenders, and State Street Bank and Trust Company, as collateral trustee and loan agent. The CLO XIV Debt is secured by middle-market loans, participation interests in middle-market loans and other assets of the CLO XIV Issuer.

86

Blue Owl Capital Corporation III

Notes to Consolidated Financial Statements (Unaudited) - Continued

The CLO XIV Debt is scheduled to mature on the Payment Date (as defined in the CLO XIV Indenture) in October, 2035. The CLO XIV Secured Notes were privately placed by SG Americas Securities, LLC as Initial Purchaser.

Concurrently with the issuance of the CLO XIV Secured Notes and the borrowing under the CLO XIV Class A-L Loans, the CLO XIV Issuer issued approximately $137.3 million of subordinated securities in the form of 137,300 preferred shares at an issue price of U.S.$1,000 per share (the “CLO XIV Preferred Shares”). The CLO XIV Preferred Shares were issued by the CLO XIV Issuer as part of its issued share capital and are not secured by the collateral securing the CLO XIV Debt. The Company purchased all of the CLO XIV Preferred Shares. The Company acts as retention holder in connection with the CLO XIV Transaction for the purposes of satisfying certain U.S. and European Union regulations requiring sponsors of securitization transactions to retain exposure to the performance of the securitized assets and as such is required to retain a portion of the CLO XIV Preferred Shares.

As part of the CLO XIV Transaction, the Company entered into a loan sale agreement with the CLO XIV Issuer dated as of the CLO XIV Closing Date (the “CLO XIV OBDC III Loan Sale Agreement”), which provided for the contribution of approximately $167.3 million funded par amount of middle-market loans from the Company to the CLO XIV Issuer on the CLO XIV Closing Date and for future sales from the Company to the CLO XIV Issuer on an ongoing basis. Such loans constituted part of the initial portfolio of assets securing the CLO XIV Debt. The remainder of the initial portfolio assets securing the CLO XIV Debt consisted of approximately $204.0 million funded par amount of middle-market loans purchased by the CLO XIV Issuer from ORCC III Financing LLC, a wholly-owned subsidiary of the Company, under an additional loan sale agreement executed on the CLO XIV Closing Date between the CLO XIV Issuer and ORCC III Financing LLC (the “CLO XIV ORCC III Financing Loan Sale Agreement”). The Company and ORCC III Financing LLC each made customary representations, warranties, and covenants to the CLO XIV Issuer under the applicable loan sale agreement. No gain or loss was recognized as a result of these sales or contributions.

Through October 20, 2027, a portion of the proceeds received by the CLO XIV Issuer from the loans securing the CLO XIV Secured Notes may be used by the CLO XIV Issuer to purchase additional middle-market loans under the direction of the Adviser, in its capacity as collateral manager for the CLO XIV Issuer and in accordance with the Company’s investing strategy and ability to originate eligible middle-market loans.

The CLO XIV Debt is the secured obligation of the CLO XIV Issuer, and the CLO XIV Indenture and CLO XIV Class A-L Credit Agreement each includes customary covenants and events of default. The CLO XIV Secured Notes have not been registered under the Securities Act, or any state securities (e.g., “blue sky”) laws, and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or pursuant to an applicable exemption from such registration.

The Adviser will serve as collateral manager for the CLO XIV Issuer under a collateral management agreement dated as of the CLO XIV Closing Date. The Adviser is entitled to receive fees for providing these services. The Adviser has waived its right to receive such fees but may rescind such waiver at any time; provided, however, that if the Adviser rescinds such waiver, the management fee payable to the Adviser pursuant to the Amended and Restated Investment Advisory Agreement, dated May 18, 2021, between the Adviser and the Company will be offset by the amount of the collateral management fee attributable to the CLO XIV Issuer’s equity or notes owned by the Company.

Unsecured Notes

2027 Notes

On October 13, 2021, the Company issued $325.0 million aggregate principal amount of notes that mature on April 13, 2027 (the notes initially issued on October 13, 2021, together with the registered notes issued in the exchange offer described below, the “2027 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. When initially issued, the 2027 Notes were not registered under the Securities Act and could not be offered or sold in the United States absent registration or an applicable exemption from registration.

The 2027 Notes were issued pursuant to an Indenture dated as of October 13, 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 October 13, 2021 (the “First Supplemental Indenture” and together with the Base Indenture, the “Indenture”), between the Company and the Trustee. The 2027 Notes will mature on April 13, 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 Indenture. The 2027 Notes bear interest at a rate of 3.125% per year, payable semi-

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annually on April 13 and October 13 of each year, commencing on April 13, 2022. Concurrent with the issuance of the 2027 Notes, the Company entered into a Registration Rights Agreement (the "2027 Registration Rights Agreement") for the benefit of the purchasers of the 2027 Notes. Pursuant to the terms of the 2027 Registration Rights Agreement, the Company filed a registration statement with the SEC and, on August 25, 2022, commenced an offer to exchange the notes initially issued on October 13, 2021 for newly registered notes with substantially similar terms, which expired on September 28, 2022 and was completed promptly thereafter.

The 2027 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 2027 Notes. The 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. The 2027 Notes rank effectively subordinated, or junior, to any of the Company's existing and 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 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 Indenture contains certain covenants, including covenants requiring the Company to (i) comply with the asset coverage requirements of the Investment Company Act of 1940, as amended, whether or not it is subject to those requirements, and (ii) provide financial information to the holders of the 2027 Notes and the Trustee if the Company is no longer subject to the reporting requirements under the Securities Exchange Act of 1934, as amended. 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 Indenture, occurs prior to maturity, holders of the 2027 Notes will have the right, at their option, to require the Company to repurchase for cash some or all of the 2027 Notes at a repurchase price equal to 100% of the aggregate principal amount of the 2027 Notes being repurchased, plus accrued and unpaid interest to, but excluding, the repurchase date.

Series 2022A Notes

On July 21, 2022, the Company entered into a Master Note Purchase Agreement (the “Note Purchase Agreement”) governing the issuance of (i) $142.0 million in aggregate principal amount of Series 2022A Notes, Tranche A, due July 21, 2025, with a fixed interest rate of 7.50% per year (the “July 2025 Notes”) and (ii) $190.0 million in aggregate principal amount of Series 2022A Notes, Tranche B, due July 21, 2027, with a fixed interest rate of 7.58% per year (the “July 2027 Notes” and, together with the July 2025 Notes, the “Series 2022A Notes”), in each case, to qualified institutional investors in a private placement. The Series 2022A Notes are guaranteed by certain domestic subsidiaries of the Company.

Interest on the Series 2022A Notes will be due semiannually on January 21 and July 21 each year, beginning on January 21, 2023. The Series 2022A Notes may be redeemed in whole or in part at any time or from time to time at the Company’s option at par plus accrued interest to the prepayment date and, if applicable, a make-whole premium. In addition, the Company is obligated to offer to prepay the Series 2022A Notes at par plus accrued and unpaid interest up to, but excluding, the date of prepayment, if certain change in control events occur. The Series 2022A Notes are general unsecured obligations of the Company that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company.

The Note Purchase Agreement contains customary terms and conditions for senior unsecured notes issued in a private placement, including, without limitation, affirmative and negative covenants such as information reporting, maintenance of the Company’s status as a BDC within the meaning of the 1940 Act, a minimum net worth of $800.0 million, and a minimum asset coverage ratio of 1.50 to 1.00.

In addition, in the event that a Below Investment Grade Event (as defined in the Note Purchase Agreement) occurs, the Series 2022A Notes will bear interest at a fixed rate per annum which is 1.00% above the stated rate of the Series 2022A Notes from the date of the occurrence of the Below Investment Grade Event to and until the date on which the Below Investment Grade Event is no longer continuing. In the event that a Secured Debt Ratio Event (as defined in the Note Purchase Agreement) occurs, the Series 2022A Notes will bear interest at a fixed rate per annum which is 1.50% above the stated rate of the Series 2022A Notes from the date of the occurrence of the Secured Debt Ratio Event to and until the date on which the Below Investment Grade Event is no longer continuing. In the event that both a Below Investment Grade Event and a Secured Debt Ratio Event have occurred and are continuing, the Series 2022A Notes will bear interest at a fixed rate per annum which is 2.00% above the stated rate of the Series 2022A Notes from the date of the

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occurrence of the later to occur of the Below Investment Grade Event and the Secured Debt Ratio Event to and until the date on which one of such events is no longer continuing.

The Note Purchase Agreement also contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, certain cross-defaults or cross-acceleration under other indebtedness of the Company, certain judgments and orders and certain events of bankruptcy.

Series 2022B Notes

On December 22, 2022, the Company entered into a First Supplement to the Note Purchase Agreement (the “First Supplement”) governing the issuance of $60.0 million in aggregate principal amount of Series 2022B Notes, due July 21, 2027, with a fixed interest rate of 7.58% per year (the “Series 2022B Notes”). Except as otherwise expressly set forth in the First Supplement, the terms of the Note Purchase Agreement that apply to the July 2027 Notes apply to the Series 2022B Notes, including, without limitation, the material terms described above.

Series 2023A Notes

On June 29, 2023, the Company entered into a Second Supplement to the Note Purchase Agreement (the “Second Supplement”) governing the issuance of $100.0 million in aggregate principal amount of Series 2023A Notes, due June 29, 2028, with a fixed interest rate of 8.10% per year (the “Series 2023A Notes”). Except as otherwise expressly set forth in the Second Supplement, the terms of the Note Purchase Agreement that apply to the July 2027 Notes apply to the Series 2023A Notes, including, without limitation, the material terms described above.

Promissory Note

On September 13, 2021, the Company, as borrower, entered into a Loan Agreement (the “FIC Agreement”) with Owl Rock Feeder FIC BDC III LLC (“Feeder FIC”), an affiliate of the Adviser, as lender, to enter into revolving promissory notes (the “Promissory Notes”) to borrow up to an aggregate of $250.0 million from Feeder FIC. On February 23, 2022, the Company entered into an amendment to the FIC Agreement to reduce the amount that could be borrowed pursuant to the Promissory Notes from $250.0 million to $150.0 million. Under the FIC Agreement, the Company could re-borrow any amount repaid; however, there was no funding commitment between Feeder FIC and the Company.

The interest rate on amounts borrowed pursuant to the Promissory Notes, prior to February 23, 2022, 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 the Promissory Notes after February 23, 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 unpaid principal balance of any 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 Feeder FIC, and in any event due and payable in full no later than February 28, 2023. The Company intends to use the borrowed funds to make investments in portfolio companies consistent with its investment strategies.

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

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Note 6. Fair Value of Investments

Investments

The tables below present the fair value hierarchy of cash and investments as of the following periods:

	Fair Value Hierarchy as of March 31, 2024
($ in thousands)	Level 1		Level 2		Level 3		Total
Cash	$	140,229	$	—	$	—	$	140,229
Investments:
First-lien senior secured debt investments(1)	$	—	$	273,293	$	3,006,930	$	3,280,223
Second-lien senior secured debt investments	—		38,795		223,939		262,734
Unsecured debt investments	—		—		59,809		59,809
Preferred equity investments(2)	—		—		196,064		196,064
Common equity investments(3)	—		—		148,077		148,077
Subtotal	$	—	$	312,088	$	3,634,819	$	3,946,907
Investments measured at NAV	—		—		—		41,090
Total Investments at fair value	$	—	$	312,088	$	3,634,819	$	3,987,997

_______________

(1)Includes debt investment in Amergin AssetCo.

(2)Includes equity investment in LSI Financing.

(3)Includes equity investment in Amergin AssetCo and Fifth Season.

	Fair Value Hierarchy as of December 31, 2023
($ in thousands)	Level 1		Level 2		Level 3		Total
Cash	$	141,448	$	—	$	—	$	141,448
Investments:
First-lien senior secured debt investments(1)	$	—	$	17,279	$	2,724,884	$	2,742,163
Second-lien senior secured debt investments	—		47,284		385,388		432,672
Unsecured debt investments	—		254		62,041		62,295
Preferred equity investments(2)	—		—		186,696		186,696
Common equity investments(3)	—		—		166,875		166,875
Total Investments at fair value	$	—	$	64,817	$	3,525,884	$	3,590,701

_______________

(1)Includes debt investment in Amergin AssetCo.

(2)Includes equity investment in LSI Financing.

(3)Includes equity investment in Amergin AssetCo and Fifth Season.

The tables below 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 following periods:

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	As of and for the Three Months Ended March 31, 2024
($ 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	$	2,724,884	$	385,388	$	62,041	$	186,696	$	166,875	$	3,525,884
Purchases of investments, net	420,531		—		—		488		19,623		440,642
Payment-in-kind	5,611		472		1,802		4,890		44		12,819
Proceeds from investments, net	(136,925)		(164,614)		(3,597)		(242)		(70)		(305,448)
Net realized gains (losses)	(2,449)		—		(332)		—		—		(2,781)
Net change in unrealized gain (loss)	4,816		741		(157)		(265)		2,399		7,534
Net amortization/accretion of premium/discount on investments	2,676		1,952		52		106		—		4,786
Transfers between investment types	(4,391)		—		—		4,391		—		—
Transfers into (out of) Level 3(1)	(7,823)		—		—		—		(40,794)		(48,617)
Fair value, end of period	$	3,006,930	$	223,939	$	59,809	$	196,064	$	148,077	$	3,634,819

________________

(1)Transfers between levels, if any, are recognized at the beginning of the period in which the transfers occur. For the period ended March 31, 2024, transfers into (out of) Level 3 were a result of changes in the observability of significant inputs for certain portfolio companies and an investment measured at net asset value which is no longer categorized within the fair value hierarchy.

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	As of and for the Three Months Ended March 31, 2023
($ 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	$	2,716,860	$	398,660	$	52,181	$	144,978	$	117,667	$	3,430,346
Purchases of investments, net	36,955		1		—		10,950		3,397		51,304
Payment-in-kind	8,197		1,077		1,468		5,547		38		16,325
Proceeds from investments, net	(22,061)		(4,800)		(36)		—		(6)		(26,903)
Net realized gains (losses)	(11,498)		—		(4)		—		—		(11,502)
Net change in unrealized gain (loss)	19,492		2,095		1,275		926		213		24,001
Net amortization/accretion of premium/discount on investments	1,789		158		27		95		—		2,069
Transfers between investment types	(7,046)		—		—		—		7,046		—
Transfers into (out of) Level 3(1)	—		(11,893)		228		—		—		(11,665)
Fair value, end of period	$	2,742,688	$	385,298	$	55,139	$	162,496	$	128,355	$	3,473,976

________________

(1)Transfers between levels, if any, are recognized at the beginning of the period in which the transfers occur.

The table below presents information with respect to 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 following periods:

($ in thousands)	Net change in unrealized gain (loss) for the three months ended March 31, 2024 on Investments Held at March 31, 2024		Net change in unrealized gain (loss) for the three months ended March 31, 2023 on Investments Held at March 31, 2023
First-lien senior secured debt investments	$	5,063	$	7,859
Second-lien senior secured debt investments	2,444		2,095
Unsecured debt investments	(157)		1,275
Preferred equity investments	(265)		926
Common equity investments	2,399		213
Total Investments	$	9,484	$	12,368

The tables below present quantitative information about the significant unobservable inputs of the Company’s Level 3 investments as of the following periods. 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.

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	As of March 31, 2024
($ 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	$	2,729,948	Yield Analysis	Market Yield	6.8% - 21.6% (11.9%)	Decrease
	276,982		Recent Transaction	Transaction Price	97.5% - 100.0% (98.7%)	Increase
Second-lien senior secured debt investments	$	223,939	Yield Analysis	Market Yield	11.9% - 17.4% (14.4%)	Decrease
Unsecured debt investments	$	58,617	Yield Analysis	Market Yield	10.0% - 17.5% (12.6%)	Decrease
	1,192		Market Approach	EBITDA Multiple	13.0x	Increase
Preferred equity investments	$	168,836	Yield Analysis	Market Yield	10.7% - 25.9% (15.3%)	Decrease
	27,228		Recent Transaction	Transaction Price	100.0% - 106.5% (105.3%)	Increase
Common equity investments	$	48,438	Market Approach	EBITDA Multiple	5.8x - 20.0x (14.9x)	Increase
	13,897		Market Approach	Revenue Multiple	1.9x - 14.5x (9.0x)	Increase
	32		Market Approach	Gross Profit Multiple	9.5x	Increase
	65,308		Market Approach	AUM Multiple	1.0x	Increase
	68		Option Pricing Model	Volatility	70%	Increase
	18,075		Recent Transaction	Transaction Price	100%	Increase
	2,259		Yield Analysis	Market Yield	8.2%	Decrease

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	As of December 31, 2023
($ 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	$	2,430,548	Yield Analysis	Market Yield	9.1% - 22.2% (12.2%)	Decrease
	294,336		Recent Transaction	Transaction Price	97.0% - 99.8% (98.7%)	Increase
Second-lien senior secured debt investments	$	385,388	Yield Analysis	Market Yield	11.4% - 17.4% (14.3%)	Decrease
Unsecured debt investments	$	60,850	Yield Analysis	Market Yield	10.6% - 17.2% (12.3%)	Decrease
	1,191		Market Approach	EBITDA Multiple	11.8x	Increase
Preferred equity investments	$	161,326	Yield Analysis	Market Yield	10.4% - 25.8% (15.4%)	Decrease
	25,370		Recent Transaction	Transaction Price	98.0% - 107.5% (106.4%)	Increase
Common equity investments	$	88,622	Market Approach	EBITDA Multiple	6.0x - 20.3x (16.8x)	Increase
	14,191		Market Approach	Revenue Multiple	1.9x - 14.7x (9.1x)	Increase
	30		Market Approach	Gross Profit Multiple	9.9x	Increase
	61,817		Recent Transaction	Transaction Price	100.0%	Increase
	2,215		Yield Analysis	Market Yield	7.9%	Decrease

The Company typically determines the fair value of 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.

When the debtor is not performing or when there is insufficient value to cover the investment, the Company may utilize a net recovery approach to determine the fair value of debt investments in subject companies. A net recovery analysis typically consists of two steps. First, the total enterprise value for the subject company is estimated using standard valuation approaches, most commonly the market approach. Second, the fair value for each investment in the subject company is then estimated by allocating the subject company's total enterprise value to the outstanding securities in the capital structure based upon various factors, including seniority, preferences, and other features if deemed relevant to each security in the 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 financial performance multiples such as publicly-traded company

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and comparable market transaction multiples of revenues, earnings before income taxes, depreciation and amortization (“EBITDA”) or some combination thereof and comparable market transactions are typically 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 table below presents the carrying and fair values of the Company’s debt obligations as of the following periods:

	March 31, 2024				December 31, 2023
($ in thousands)	Net Carrying Value(1)		Fair Value		Net Carrying Value(2)		Fair Value
Revolving Credit Facility	$	410,747	$	410,747	$	109,931	$	109,931
SPV Asset Facility I	258,575		258,575		258,232		258,232
SPV Asset Facility II	288,507		288,507		318,367		318,367
SPV Asset Facility III	97,606		97,606		—		—
CLO XIV	258,140		258,140		258,100		258,100
2027 Notes	322,498		295,750		322,302		288,438
July 2025 Notes	141,285		142,355		141,149		143,420
July 2027 Notes	247,626		250,625		247,452		255,625
Series 2023A Notes	99,021		100,250		98,963		100,250
Total Debt	$	2,124,005	$	2,102,555	$	1,754,496	$	1,732,363

________________

(1)The carrying value of the Company’s Revolving Credit Facility, SPV Asset Facility I, SPV Asset Facility II, SPV Asset Facility III, CLO XIV, 2027 Notes, July 2025 Notes, July 2027 Notes and Series 2023A Notes are presented net of deferred financing costs of $8.0 million, $6.4 million, $1.5 million, $2.4 million, $1.9 million, $2.5 million, $0.7 million, $2.4 million and $1.0 million, respectively.

(2)The carrying value of the Company’s Revolving Credit Facility, SPV Asset Facility I, SPV Asset Facility II, CLO XIV, 2027 Notes, July 2025 Notes, July 2027 Notes and Series 2023A Notes are presented net of deferred financing costs of $8.2 million, $6.8 million, $1.6 million, $1.9 million, $2.7 million, $0.9 million, $2.5 million and $1.0 million, respectively.

The table below presents fair value measurements of the Company’s debt obligations as of the following periods:

($ in thousands)	March 31, 2024		December 31, 2023
Level 1	$	—	$	—
Level 2	295,750		288,438
Level 3	1,806,805		1,443,925
Total Debt	$	2,102,555	$	1,732,363

Financial Instruments Not Carried at Fair Value

As of March 31, 2024 and December 31, 2023, the carrying amounts of the Company’s other assets and liabilities approximate fair value due to their short maturities. These financial instruments would be categorized as Level 3 within the hierarchy.

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Note 7. Commitments and Contingencies

Portfolio Company Commitments

From time to time, the Company may enter into commitments to fund investments. As of March 31, 2024 and December 31, 2023, the Company had the following outstanding commitments to fund investments in current portfolio companies:

Portfolio Company	Investment	March 31, 2024		December 31, 2023
($ in thousands)
AAM Series 2.1 Aviation Feeder, LLC	LLC Interest	$	—	$	51
AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC	LLC Interest	667		887
Allied Benefit Systems Intermediate LLC	First lien senior secured delayed draw term loan	928		928
AmeriLife Holdings LLC	First lien senior secured delayed draw term loan	—		305
AmeriLife Holdings LLC	First lien senior secured delayed draw term loan	1,377		1,528
AmeriLife Holdings LLC	First lien senior secured revolving loan	909		909
Anaplan, Inc.	First lien senior secured revolving loan	1,944		1,944
Apex Service Partners, LLC	First lien senior secured delayed draw term loan	787		1,352
Apex Service Partners, LLC	First lien senior secured revolving loan	359		533
Aptean Acquiror, Inc.	First lien senior secured delayed draw term loan	2,700		—
Aptean Acquiror, Inc.	First lien senior secured revolving loan	1,456		—
Arctic Holdco, LLC (dba Novvia Group)	First lien senior secured delayed draw term loan	2,292		2,292
Ascend Buyer, LLC (dba PPC Flexible Packaging)	First lien senior secured revolving loan	3,404		3,404
Associations, Inc.	First lien senior secured delayed draw term loan	3		3
Associations, Inc.	First lien senior secured revolving loan	2,586		3,437
Aurelia Netherlands Midco 2 B.V.	First lien senior secured EUR delayed draw term loan	7,551		7,723
Aurelia Netherlands Midco 2 B.V.	First lien senior secured NOK delayed draw term loan	7,566		8,082
Aurelia Netherlands Midco 2 B.V.	First lien senior secured EUR revolving loan	839		858
Avalara, Inc.	First lien senior secured revolving loan	2,727		2,727
AWP Group Holdings, Inc.	First lien senior secured delayed draw term loan	153		153
AWP Group Holdings, Inc.	First lien senior secured revolving loan	89		99

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Portfolio Company	Investment	March 31, 2024	December 31, 2023
Azurite Intermediate Holdings, Inc. (dba Alteryx, Inc.)	First lien senior secured delayed draw term loan	2,672	—
Azurite Intermediate Holdings, Inc. (dba Alteryx, Inc.)	First lien senior secured revolving loan	428	—
Bamboo US BidCo LLC	First lien senior secured delayed draw term loan	344	358
Bamboo US BidCo LLC	First lien senior secured revolving loan	513	513
Bayshore Intermediate #2, L.P. (dba Boomi)	First lien senior secured revolving loan	1,381	1,275
BCPE Osprey Buyer, Inc. (dba PartsSource)	First lien senior secured delayed draw term loan	12,143	12,143
BCPE Osprey Buyer, Inc. (dba PartsSource)	First lien senior secured revolving loan	2,635	3,889
BCTO BSI Buyer, Inc. (dba Buildertrend)	First lien senior secured revolving loan	1,527	1,527
Belmont Buyer, Inc. (dba Valenz)	First lien senior secured delayed draw term loan	523	523
Belmont Buyer, Inc. (dba Valenz)	First lien senior secured revolving loan	436	436
Blast Bidco Inc. (dba Bazooka Candy Brands)	First lien senior secured revolving loan	993	993
BP Veraison Buyer, LLC (dba Sun World)	First lien senior secured revolving loan	4,459	4,459
BradyIFS Holdings, LLC (fka Individual Foodservice Holdings, LLC)	First lien senior secured delayed draw term loan	4,165	4,165
BradyIFS Holdings, LLC (fka Individual Foodservice Holdings, LLC)	First lien senior secured revolving loan	4,245	4,245
Brightway Holdings, LLC	First lien senior secured revolving loan	1,789	1,158
Broadcast Music, Inc. (fka Otis Merger Sub, Inc.)	First lien senior secured revolving loan	3,461	—
Catalis Intermediate, Inc. (fka GovBrands Intermediate, Inc.)	First lien senior secured revolving loan	577	577
CivicPlus, LLC	First lien senior secured revolving loan	1,035	683
Coupa Holdings, LLC	First lien senior secured delayed draw term loan	70	70
Coupa Holdings, LLC	First lien senior secured revolving loan	54	54
Crewline Buyer, Inc. (dba New Relic)	First lien senior secured revolving loan	3,807	3,807
Denali Buyerco, LLC (dba Summit Companies)	First lien senior secured revolving loan	6,080	6,080
Dresser Utility Solutions, LLC	First lien senior secured delayed draw term loan	1,642	—
Dresser Utility Solutions, LLC	First lien senior secured revolving loan	2,299	—

97

Blue Owl Capital Corporation III

Notes to Consolidated Financial Statements (Unaudited) - Continued

Portfolio Company	Investment	March 31, 2024	December 31, 2023
EET Buyer, Inc. (dba e-Emphasys)	First lien senior secured revolving loan	1,564	1,564
Endries Acquisition, Inc.	First lien senior secured delayed draw term loan	731	4,630
Endries Acquisition, Inc.	First lien senior secured delayed draw term loan	1,781	1,781
Entertainment Benefits Group, LLC	First lien senior secured revolving loan	80	80
EOS U.S. Finco LLC	First lien senior secured delayed draw term loan	1,244	1,244
Evolution BuyerCo, Inc. (dba SIAA)	First lien senior secured delayed draw term loan	4,149	4,978
Evolution BuyerCo, Inc. (dba SIAA)	First lien senior secured revolving loan	2,230	2,230
FARADAY BUYER, LLC (dba MacLean Power Systems)	First lien senior secured delayed draw term loan	4,815	4,815
Fiesta Purchaser, Inc.	First lien senior secured revolving loan	4,966	—
Finastra USA, Inc.	First lien senior secured revolving loan	1,015	916
Forescout Technologies, Inc.	First lien senior secured delayed draw term loan	9,750	9,750
Forescout Technologies, Inc.	First lien senior secured revolving loan	2,288	2,288
Fortis Solutions Group, LLC	First lien senior secured revolving loan	2,991	2,991
FR Vision Holdings, Inc.	First lien senior secured delayed draw term loan	3,119	—
FR Vision Holdings, Inc.	First lien senior secured revolving loan	1,055	—
Fullsteam Operations, LLC	First lien senior secured delayed draw term loan	388	726
Fullsteam Operations, LLC	First lien senior secured delayed draw term loan	335	463
Fullsteam Operations, LLC	First lien senior secured multi-draw term loan	1,852	—
Fullsteam Operations, LLC	First lien senior secured multi-draw term loan	463	—
Fullsteam Operations, LLC	First lien senior secured revolving loan	185	185
Gainsight, Inc.	First lien senior secured revolving loan	448	448
Galls, LLC	First lien senior secured delayed draw term loan	8,125	—
Galls, LLC	First lien senior secured revolving loan	2,762	—
Galway Borrower LLC	First lien senior secured delayed draw term loan	1,554	—

98

Blue Owl Capital Corporation III

Notes to Consolidated Financial Statements (Unaudited) - Continued

Portfolio Company	Investment	March 31, 2024	December 31, 2023
Galway Borrower LLC	First lien senior secured revolving loan	164	—
Gaylord Chemical Company, L.L.C.	First lien senior secured revolving loan	3,972	3,972
Gerson Lehrman Group, Inc.	First lien senior secured revolving loan	1,674	—
GI Ranger Intermediate, LLC (dba Rectangle Health)	First lien senior secured revolving loan	1,673	669
Global Music Rights, LLC	First lien senior secured revolving loan	7,788	7,500
Granicus, Inc.	First lien senior secured delayed draw term loan	1,446	—
Granicus, Inc.	First lien senior secured revolving loan	—	939
Granicus, Inc.	First lien senior secured revolving loan	1,371	—
GS Acquisitionco, Inc. (dba insightsoftware)	First lien senior secured delayed draw term loan	990	—
GS Acquisitionco, Inc. (dba insightsoftware)	First lien senior secured revolving loan	247	—
Hercules Borrower, LLC (dba The Vincit Group)	First lien senior secured revolving loan	4,298	4,298
Hissho Sushi Merger Sub LLC	First lien senior secured revolving loan	70	70
Hyland Software, Inc.	First lien senior secured revolving loan	678	678
Icefall Parent, Inc. (dba EngageSmart)	First lien senior secured revolving loan	1,069	—
Icefall Parent, Inc. (dba EngageSmart)	First lien senior secured delayed draw term loan	—	439
Ideal Image Development, LLC	First lien senior secured revolving loan	488	—
IG Investments Holdings, LLC (dba Insight Global)	First lien senior secured revolving loan	5,419	5,419
Indigo Buyer, Inc. (dba Inovar Packaging Group)	First lien senior secured revolving loan	40	60
Indikami Bidco, LLC (dba IntegriChain)	First lien senior secured delayed draw term loan	704	704
Indikami Bidco, LLC (dba IntegriChain)	First lien senior secured revolving loan	402	503
Integrity Marketing Acquisition, LLC	First lien senior secured delayed draw term loan	1,599	1,599
Integrity Marketing Acquisition, LLC	First lien senior secured revolving loan	397	397
Ocala Bidco, Inc.	First lien senior secured delayed draw term loan	2,870	5,399
Interoperability Bidco, Inc. (dba Lyniate)	First lien senior secured revolving loan	233	218

99

Blue Owl Capital Corporation III

Notes to Consolidated Financial Statements (Unaudited) - Continued

Portfolio Company	Investment	March 31, 2024	December 31, 2023
Kaseya Inc.	First lien senior secured delayed draw term loan	456	456
Kaseya Inc.	First lien senior secured revolving loan	365	365
KENE Acquisition, Inc.	First lien senior secured delayed draw term loan	2,753	—
KENE Acquisition, Inc.	First lien senior secured revolving loan	826	—
KPSKY Acquisition, Inc. (dba BluSky)	First lien senior secured delayed draw term loan	2,316	2,316
KRIV Acquisition Inc. (dba Riveron)	First lien senior secured delayed draw term loan	263	263
KRIV Acquisition Inc. (dba Riveron)	First lien senior secured revolving loan	237	237
KWOL Acquisition Inc. (dba Worldwide Clinical Trials)	First lien senior secured revolving loan	1,674	1,172
Lignetics Investment Corp.	First lien senior secured revolving loan	6,627	1,275
LSI Financing 1 DAC	Preferred equity	9,416	—
Mario Purchaser, LLC (dba Len the Plumber)	First lien senior secured delayed draw term loan	387	1,492
Mario Purchaser, LLC (dba Len the Plumber)	First lien senior secured revolving loan	552	387
Medline Borrower, LP	First lien senior secured revolving loan	1,847	1,847
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	5,106	5,106
Ministry Brands Holdings, LLC	First lien senior secured revolving loan	908	471
Monotype Imaging Holdings Inc.	First lien senior secured delayed draw term loan	3,026	—
Monotype Imaging Holdings Inc.	First lien senior secured revolving loan	4,539	—
National Dentex Labs LLC (fka Barracuda Dental LLC)	First lien senior secured revolving loan	31	390
Natural Partners, LLC	First lien senior secured revolving loan	170	170
Nelipak Holding Company	First lien senior secured delayed draw term loan	2,430	—
Nelipak Holding Company	First lien senior secured revolving loan	1,269	—
NELIPAK EUROPEAN HOLDINGS COÖPERATIEF U.A.	First lien senior secured EUR delayed draw term loan	4,805	—
NELIPAK EUROPEAN HOLDINGS COÖPERATIEF U.A.	First lien senior secured EUR revolving loan	897	—

100

Blue Owl Capital Corporation III

Notes to Consolidated Financial Statements (Unaudited) - Continued

Portfolio Company	Investment	March 31, 2024	December 31, 2023
NMI Acquisitionco, Inc. (dba Network Merchants)	First lien senior secured revolving loan	558	558
Notorious Topco, LLC (dba Beauty Industry Group)	First lien senior secured revolving loan	3,521	4,930
The Better Being Co., LLC (fka Nutraceutical International Corporation)	First lien senior secured revolving loan	515	294
OB Hospitalist Group, Inc.	First lien senior secured revolving loan	4,202	4,202
Pacific BidCo Inc.	First lien senior secured delayed draw term loan	1,145	1,145
Park Place Technologies, LLC	First lien senior secured delayed draw term loan	1,472	—
Park Place Technologies, LLC	First lien senior secured revolving loan	1,104	—
Patriot Acquisition TopCo S.A.R.L (dba Corza Health, Inc.)	First lien senior secured revolving loan	2,654	2,086
PDI TA Holdings, Inc.	First lien senior secured delayed draw term loan	6,104	—
PDI TA Holdings, Inc.	First lien senior secured revolving loan	1,837	—
PetVet Care Centers, LLC	First lien senior secured delayed draw term loan	3,322	3,322
PetVet Care Centers, LLC	First lien senior secured revolving loan	3,487	3,486
Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services)	First lien senior secured revolving loan	1,552	1,552
Plasma Buyer LLC (dba Pathgroup)	First lien senior secured delayed draw term loan	20	176
Plasma Buyer LLC (dba Pathgroup)	First lien senior secured revolving loan	30	50
Pluralsight, LLC	First lien senior secured revolving loan	—	289
PPV Intermediate Holdings, LLC	First lien senior secured delayed draw term loan	1,725	1,725
PPV Intermediate Holdings, LLC	First lien senior secured revolving loan	2,014	2,014
Premise Health Holding	First lien senior secured revolving loan	1,776	—
QAD Inc.	First lien senior secured revolving loan	6,000	6,000
Quva Pharma, Inc.	First lien senior secured revolving loan	945	1,182
Relativity ODA LLC	First lien senior secured revolving loan	1,480	1,480
RL Datix Holdings (USA), Inc.	First lien senior secured revolving loan	1,994	1,167
Sailpoint Technologies Holdings, Inc.	First lien senior secured revolving loan	2,179	2,179

101

Blue Owl Capital Corporation III

Notes to Consolidated Financial Statements (Unaudited) - Continued

Portfolio Company	Investment	March 31, 2024	December 31, 2023
Securonix, Inc.	First lien senior secured revolving loan	153	153
Sensor Technology Topco, Inc. (dba Humanetics)	First lien senior secured revolving loan	668	703
Simplisafe Holding Corporation	First lien senior secured delayed draw term loan	189	189
Smarsh Inc.	First lien senior secured delayed draw term loan	95	95
Smarsh Inc.	First lien senior secured revolving loan	5	8
Sonny's Enterprises, LLC	First lien senior secured delayed draw term loan	232	356
Sonny's Enterprises, LLC	First lien senior secured revolving loan	4,491	4,491
Spotless Brands, LLC	First lien senior secured revolving loan	1,305	1,023
SWK BUYER, Inc. (dba Stonewall Kitchen)	First lien senior secured revolving loan	70	70
Tamarack Intermediate, L.L.C. (dba Verisk 3E)	First lien senior secured delayed draw term loan	50	50
Tamarack Intermediate, L.L.C. (dba Verisk 3E)	First lien senior secured revolving loan	112	112
TC Holdings, LLC (dba TrialCard)	First lien senior secured revolving loan	268	268
TEMPO BUYER CORP. (dba Global Claims Services)	First lien senior secured revolving loan	2,992	3,508
Circana Group, L.P. (fka The NPD Group, L.P.)	First lien senior secured revolving loan	664	1,238
The Shade Store, LLC	First lien senior secured delayed draw term loan	9,170	—
The Shade Store, LLC	First lien senior secured revolving loan	4,136	2,127
Thunder Purchaser, Inc. (dba Vector Solutions)	First lien senior secured revolving loan	949	1,255
Troon Golf, L.L.C.	First lien senior secured revolving loan	5,405	5,405
Ultimate Baked Goods Midco, LLC	First lien senior secured revolving loan	2,000	2,000
Unified Women's Healthcare, LP	First lien senior secured delayed draw term loan	5,000	9,000
Unified Women's Healthcare, LP	First lien senior secured delayed draw term loan	7,190	—
Unified Women's Healthcare, LP	First lien senior secured revolving loan	88	88
USRP Holdings, Inc. (dba U.S. Retirement and Benefits Partners)	First lien senior secured revolving loan	1,096	1,096
Velocity HoldCo III Inc. (dba VelocityEHS)	First lien senior secured revolving loan	322	322

102

Blue Owl Capital Corporation III

Notes to Consolidated Financial Statements (Unaudited) - Continued

Portfolio Company	Investment	March 31, 2024		December 31, 2023
Walker Edison Furniture Company LLC	First lien senior secured delayed draw term loan	1,208		2,083
When I Work, Inc.	First lien senior secured revolving loan	4,164		4,164
XRL 1 LLC (dba XOMA)	First lien senior secured delayed draw term loan	500		500
Zendesk, Inc.	First lien senior secured delayed draw term loan	5,857		5,857
Zendesk, Inc.	First lien senior secured revolving loan	2,412		2,412
Total Unfunded Portfolio Company Commitments		$	355,995	$	262,051

As of March 31, 2024, the Company believed it had adequate financial resources to satisfy the unfunded portfolio company commitments.

Investor Commitments

The Company had raised approximately $1.76 billion in total Capital Commitments from investors, of which $62.4 million is from entities affiliated with or related to the Adviser. As of June 16, 2022, all Capital Commitments had been drawn.

Other Commitments and Contingencies

In connection with the Exchange Listing, the Board approved a repurchase program (the “Repurchase Program”) under which the Company may repurchase up to $100 million of the Company’s outstanding common stock. Under the Repurchase Program, purchases may be made at management’s discretion from time to time in open-market transactions, in accordance with all applicable securities laws and regulations. Unless extended by the Board, the Repurchase Program will terminate 12-months from the date of the Exchange Listing. During the three months ended March 31, 2024, the Company did not repurchase issued and outstanding shares.

From time to time, the Company may become a party to certain legal proceedings incidental to the normal course of its business. As of March 31, 2024, management was not aware of any material pending or threatened litigation that would require accounting recognition or financial statement disclosure.

Note 8. Net Assets

Exchange Listing, Subscriptions and Drawdowns

In connection with its formation, the Company has the authority to issue 500,000,000 common shares at $0.01 per share par value.

On January 25, 2024, the Company's common stock was listed and began trading on the New York Stock Exchange (“NYSE”) under the symbol “OBDE” (the "Exchange Listing").

In connection with the Exchange Listing, the Board of Directors determined to eliminate outstanding fractional shares of the Company’s common stock, as permitted by Maryland General Corporation Law. On January 16, 2024, the Company eliminated the fractional shares by rounding up the number of fractional shares held by each shareholder to the nearest whole share.

On June 4, 2020, the Company issued 100 common shares for $1,500 to the Adviser.

Prior to the Exchange Listing, the Company had entered into Subscription Agreements with investors providing for the private placement of the Company’s common shares. Under the terms of the Subscription Agreements, investors were required to fund drawdowns to purchase the Company’s common shares up to the amount of their respective Capital Commitment on an as-needed basis each time the Company delivered a capital call notice to its investors. As of June 16, 2022, all Capital Commitments had been drawn.

There were no sales of the Company’s common stock during the three months ended March 31, 2024 and 2023.

103

Blue Owl Capital Corporation III

Notes to Consolidated Financial Statements (Unaudited) - Continued

Distributions

The following table reflects the distributions declared on shares of the Company’s common stock during the three months ended March 31, 2024:

	March 31, 2024
Date Declared	Record Date	Payment Date	Distribution per Share
January 12, 2024	March 29, 2024	April 15, 2024	$	0.35

On January 12, 2024, the Board declared five special dividends of $0.06 per share, payable on or before June 14, 2024, September 13, 2024, December 13, 2024, March 14, 2025 and June 13, 2025 to shareholders of record as of May 31, 2024, August 30, 2024, November 29, 2024, February 28, 2025 and May 30, 2025.

The following table reflects the distributions declared on shares of the Company's common stock during the three months ended March 31, 2023:

	March 31, 2023
Date Declared	Record Date	Payment Date	Distribution per Share
February 21, 2023	March 31, 2023	May 15, 2023	$	0.44

Dividend Reinvestment

With respect to distributions, the Company has adopted an “opt out” dividend reinvestment plan for common shareholders. As a result, in the event of a declared distribution, each shareholder that has not “opted out” of the dividend reinvestment plan will have their dividends or distributions automatically reinvested in additional shares of the Company’s common stock rather than receiving cash distributions. If newly issued shares are used to implement the dividend reinvestment plan, the number of shares to be issued to a shareholder will be determined by dividing the total dollar amount of the cash dividend or distribution payable to a shareholder by the market price per share of our common stock at the close of regular trading on the New York Stock Exchange on the payment date of a distribution, or if no sale is reported for such day, the average of the reported bid and ask prices. However, if the market price per share on the payment date of a cash dividend or distribution exceeds the most recently computed net asset value per share, we will issue shares at the greater of (i) the most recently computed net asset value per share and (ii) 95% of the current market price per share (or such lesser discount to the current market price per share that still exceeded the most recently computed net asset value per share). If shares are purchased in the open market to implement the dividend reinvestment plan, the number of shares to be issued to a shareholder shall be determined by dividing the dollar amount of the cash dividend payable to such shareholder by the weighted average price per share for all shares purchased by the plan administrator in the open market in connection with the dividend 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.

The following table reflects the common stock issued pursuant to the dividend reinvestment plan during the three months ended March 31, 2024:

Date Declared	Record Date	Payment Date	Shares
November 7, 2023	December 29, 2023	January 31, 2024	313,887

The following table reflects the common stock issued pursuant to the dividend reinvestment plan during the three months ended March 31, 2023:

Date Declared	Record Date	Payment Date	Shares
November 1, 2022	December 31, 2022	January 31, 2023	762,549

Repurchase Program

104

Blue Owl Capital Corporation III

Notes to Consolidated Financial Statements (Unaudited) - Continued

In connection with the Exchange Listing, the Board approved the Repurchase Program under which the Company may repurchase up to $100 million of shares of the Company's outstanding common stock. Under the Repurchase Program, purchases may be made at management’s discretion from time to time in open-market transactions, in accordance with all applicable securities laws and regulations. Unless extended by the Board, the Repurchase Program will terminate 12 months from the date of the Exchange Listing. During the three months ended March 31, 2024, the Company did not repurchase issued and outstanding shares.

Note 9. Earnings Per Share

The table below sets forth the computation of basic and diluted earnings per common share for the following periods:

	Three Months Ended March 31,
($ in thousands, except per share amounts)	2024		2023
Increase (decrease) in net assets resulting from operations	$	54,061	$	73,976
Weighted average shares of common stock outstanding—basic and diluted	123,028,290		121,201,415
Earnings (loss) per common share—basic and diluted	$	0.44	$	0.61

Note 10. Income Tax

The Company has elected to be treated as a RIC under Subchapter M of the Code, and the Company intends 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, 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.

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 months ended March 31, 2024, the Company recorded U.S. federal excise tax expense of $0.4 million. For the three months ended March 31, 2023, the Company recorded U.S. federal excise tax expense of $1.2 million.

Taxable Subsidiaries

Certain of the Company's consolidated subsidiaries are subject to U.S. federal and state corporate-level income taxes. For the three months ended March 31, 2024, the Company recorded a net tax benefit of approximately $1.2 thousand for taxable subsidiaries. For the three months ended March 31, 2023, the Company recorded a net tax benefit of approximately $1.2 thousand for taxable subsidiaries.

The Company recorded a net deferred tax asset of $7.1 thousand as of March 31, 2024 for taxable subsidiaries, which is significantly related to GAAP to tax outside basis differences in the taxable subsidiaries' investment in certain partnership interests. The Company recorded a net deferred tax asset of $4.6 thousand as of December 31, 2023 for taxable subsidiaries, which is significantly related to GAAP to tax outside basis differences in the taxable subsidiaries' investment in certain partnership interests.

105

Blue Owl Capital Corporation III

Notes to Consolidated Financial Statements (Unaudited) - Continued

Note 11. Financial Highlights

The table below presents the financial highlights for a common share outstanding during the following periods:

	For the Three Months Ended March 31,
($ in thousands, except share and per share amounts)	2024			2023
Per share data:
Net asset value, beginning of period	$	15.56		$	15.03
Net investment income (loss)(1)	0.39			0.51
Net realized and unrealized gain (loss)(2)	0.05			0.10
Total from operations	0.44			0.61
Distributions declared from net investment income(3)	(0.35)			(0.44)
Total increase in net assets	0.09			0.17
Net asset value, end of period	$	15.65		$	15.20
Shares outstanding, end of period	123,131,820			121,455,598
Per share market value at end of period	$	15.32		N/A
Total Return, based on market value(4)	3.1		%	N/A
Total Return, based on net asset value(5)	2.9		%	4.1		%
Ratios / Supplemental Data
Asset coverage ratio(6)	187.1		%	206.0		%
Ratio of total expenses to average net assets	13.6		%	8.0		%
Ratio of net investment income to average net assets	10.1		%	13.6		%
Net assets, end of period	$	1,926,700		$	1,845,759
Weighted-average shares outstanding	123,028,290			121,201,415
Total capital commitments, end of period	N/A			1,764,610
Ratio of total contributed capital to total committed capital, end of period	N/A			100.0		%
Portfolio turnover rate	8.1		%	0.5		%

________________

(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 year may not agree with the change in the aggregate gains and losses in portfolio securities for the year 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 the actual shares outstanding at the date of the relevant transaction.

(4)The total return based on market value is calculated as the change in market value per share during the respective periods, taking into account dividends and distributions, if any, reinvested in accordance with the Company's dividend reinvestment plan. The beginning market value per share is based on the listing price of $15.20 per share.

(5)Total return is calculated as the change in net asset value (“NAV”) per share during the period, plus distributions 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.

(6)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.

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:

Distributions Declared

106

Blue Owl Capital Corporation III

Notes to Consolidated Financial Statements (Unaudited) - Continued

On May 7, 2024, the Board declared a second quarter 2024 regular dividend of $0.35 per share, payable on or before July 15, 2024 to shareholders of record as of June 28, 2024.

107

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 Blue Owl Capital Corporation III 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, 2023 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 1 of this Quarterly Report on Form 10-Q. Actual results could differ materially from those implied or expressed in any forward-looking statements.

Overview

Blue Owl Capital Corporation III (the “Company”, “we”, “us” or “our”) is a Maryland corporation formed on January 27, 2020. We were formed primarily to originate and make loans to, and make debt and equity investments in middle-market companies based primarily in the United States. We invest in senior secured or unsecured loans, subordinated loans or mezzanine loans and, to a lesser extent, equity and equity-related securities including warrants, preferred stock and similar forms of senior equity, which may or may not be convertible into a portfolio company’s common equity. Our investment objective is to generate current income and, to a lesser extent, capital appreciation by targeting investment opportunities with favorable risk-adjusted returns.

We are managed by Blue Owl Diversified Credit Advisors LLC (“the Adviser” or “our Adviser”). The 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”). The Adviser is an indirect affiliate of Blue Owl Capital Inc. (“Blue Owl”) (NYSE: OWL) and part of Blue Owl's Credit platform, which focuses on direct lending. Subject to the overall supervision of our board of directors (“the Board” or “our Board”), the Adviser manages our day-to-day operations, and provides investment advisory and management services to us. The Adviser or its affiliates may engage in certain origination activities and receive attendant arrangement, structuring or similar fees from portfolio companies. The 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 investment professionals.

Prior to the Exchange Listing (as defined below), we conducted private offerings (each, a “Private Offering”) of our common shares to accredited investors in reliance on exemptions from the registration requirements of the Securities Act of 1933, as amended. On January 25, 2024, our common stock was listed and began trading on the New York Stock Exchange (“NYSE”) under the symbol “OBDE” (the "Exchange Listing").

Blue Owl consists of three investment platforms: (1) Credit, which focuses on direct lending, (2) GP Strategic Capital, which focuses on providing capital to institutional alternative asset managers and (3) Real Estate, which focuses on triple net lease real estate strategies. Blue Owl's Credit platform is comprised of the Adviser, Blue Owl Credit Advisors LLC (“OCA”), Blue Owl Technology Credit Advisors LLC ("OTCA"), Blue Owl Technology Credit Advisors II LLC ("OTCA II"), and Blue Owl Credit Private Fund Advisors LLC ("OPFA" and together with the Adviser, OCA, OTCA and OTCA II, the “Blue Owl Credit Advisers”), which are also investment advisers. As of March 31, 2024, the Adviser and its affiliates had $91.29 billion of assets under management across the Blue Owl Credit platform.

The management of our investment portfolio is the responsibility of the Adviser and the Diversified Lending Investment Committee. We consider these individuals to be our portfolio managers. The Investment Team is also 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 Blue Owl's Credit platform's investment committees. Blue Owl's Credit platform has four investment committees each of which focuses on a specific investment strategy (Diversified Lending, Technology Lending, First Lien Lending and Opportunistic Lending). Douglas I. Ostrover, Marc S. Lipschultz, Craig W. Packer and Alexis Maged sit on each of Blue Owl's Credit platform's investment committees. The Investment Team, under the Diversified Lending 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. In addition to Messrs. Ostrover, Lipschultz, Packer and Maged, the Diversified Lending Investment Committee is comprised of Jeff Walwyn, Patrick Linnemann, Meenal Mehta and Logan Nicholson.

The Diversified Lending 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 Diversified Lending Investment Committee reviews and determines whether to make prospective investments (including approving parameters or

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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 Diversified Lending Investment Committee. Follow-on investments in existing portfolio companies may require the Diversified Lending 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 Diversified Lending Investment Committee. The compensation packages of certain Diversified Lending 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.

We may be prohibited under the Investment Company Act of 1940, as amended (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 (as amended, the "Order"), that has been granted by the SEC to OCA and certain of its affiliates, to permit us to co-invest with other funds managed by the Adviser or certain of its affiliates, 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 Order and applicable law, including the limitations set forth in Section 57(k) of the 1940 Act.

In addition, the Order permits 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.

The Blue Owl Credit Advisers’ investment allocation policy seeks to ensure equitable allocation of investment opportunities over time 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 the business development companies ("BDCs"), private funds and separately managed accounts managed by the Blue Owl Credit Advisers (collectively, the "Blue Owl Credit Clients") and/or of other funds managed by the Adviser or its affiliates that could avail themselves of the exemptive relief and that have an investment objective similar to ours.

On April 24, 2020, we formed a wholly-owned subsidiary, OR Lending III LLC, a Delaware limited liability company, which holds a California finance lenders license. OR Lending III LLC makes loans to borrowers headquartered in California. From time to time we may form wholly-owned subsidiaries to facilitate our normal course of business.

Certain consolidated subsidiaries of ours are subject to U.S. federal and state corporate-level income taxes.

We have elected to be regulated as a BDC under the 1940 Act and as a regulated investment company (“RIC”) for tax purposes under the Internal Revenue Code of 1986, as amended (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 the sum of 90% of our investment company taxable income and tax-exempt interest for that taxable year.

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 affiliates of

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our Adviser began investment activities in April 2016 through March 31, 2024, our Adviser and its affiliates have originated $99.59 billion aggregate principal amount of investments, of which $95.77 billion of 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 participate in transactions sponsored by what we believe to be high-quality private equity and venture capital firms capable of providing both operational and financial resources. We seek to generate current income primarily in U.S. middle-market companies, both sponsored and non-sponsored, 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 and equity-related securities including warrants, preferred stock and similar forms of senior equity, which may or may not be convertible into a portfolio company’s common equity. Except for our specialty financing portfolio investments, 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 generally seek to invest in upper middle-market companies with a loan-to-value ratio of 50% or below.

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, which we may hold directly or through special purpose vehicles. 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 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 those of middle-market companies described above, and equity investments in portfolio companies that make senior secured loans or invest in broadly syndicated loans or structured products, such as life settlements and royalty interests. Our portfolio composition may fluctuate from time to time based on market conditions and interest rates.

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. As of March 31, 2024, our average debt investment size in each of our portfolio companies was approximately $20.4 million based on fair value. As of March 31, 2024, our portfolio companies, excluding investments that fall outside of our typical borrower profile, represented 86.9% of our total debt portfolio based on fair value and these portfolio companies had weighted average annual revenue of $964 million, weighted average annual EBITDA of $213 million, an average interest coverage of 1.8x and an average net loan-to-value of 38.0%.

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 “high yield” or “junk”.

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.

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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

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 interests obtained in connection with originating loans, such as options, warrants or conversion rights. Our debt investments typically have a term of three to ten years. As of March 31, 2024, 98.2% of our debt investments based on fair value bear interest at a floating rate, subject to interest rate floors, in certain cases. Interest on our debt investments is generally payable either monthly or quarterly.

Our investment portfolio consists primarily of floating rate loans, and our credit facilities bear interest at floating rates. Macro trends in base interest rates like the Secured Overnight Financing Rate ("SOFR") and any 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. Generally, because our portfolio consists primarily of floating rate loans, we expect our earnings to benefit from a prolonged higher rate environment.

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. Certain of these fees may be capitalized and amortized as additional interest income over the life of the related loan.

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

Our portfolio activity will also reflect 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, 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 compensates our Adviser for work in identifying, evaluating, negotiating, closing, monitoring and realizing our investments. The Adviser was not entitled to an incentive fee prior to the Exchange Listing.

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, 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. In addition, the Adviser shall be solely responsible for any placement or “finder’s” fees payable to placement agents engaged by us or our affiliates in connection with the offering of securities by us. We bear our allocable portion of the costs of the compensation, benefits and related administrative expenses (including travel expenses) of our officers who provide operational and administrative services hereunder, their respective staffs and other professionals who provide services to us

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(including, in each case, employees of the Adviser or an affiliate) who assist with the preparation, coordination, and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to us. We shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to such individuals (based on a percentage of time such individuals devote, on an estimated basis, to our business affairs and in acting on our behalf). We also will 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 Investment Advisory Agreement and the Administration Agreement; and (iii) all other costs and expenses of our operations and transactions including, without limitation, those relating to:

•the cost of our organization and any offerings;

•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.

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We expect, but cannot ensure, 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.

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 June 4, 2020, we received shareholder approval that allows us to reduce our asset coverage ratio from 200% to 150%, effective as of June 5, 2020. As a result, we are generally 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. Our current target leverage ratio is 0.90x-1.25x debt-to-equity. As of March 31, 2024, we had net leverage of 1.04x debt-to-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.

Limited Availability of Capital for Middle-Market Companies. The middle-market is a large addressable market. According to GE Capital’s National Center for the Middle Market Year-End 2023 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. We believe U.S. middle-market companies will continue to require access to debt capital to refinance existing debt, support growth and finance acquisitions. We believe that regulatory and structural factors, industry consolidation and general risk aversion limit the amount of traditional financing available to U.S. middle-market companies. We believe that many commercial and investment banks have 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 is 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. Access to underwritten bond and syndicated loan markets is challenging for middle-market companies due to loan issue size and liquidity. For example, high yield bonds are generally purchased by institutional investors, such as mutual funds and exchange traded funds ("ETFs") who, among other things, are focused on the liquidity characteristics of the bond being issued 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.

Syndicated 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 have a more stable capital base and have the ability to invest in illiquid assets, and 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. In addition, our Adviser has teams focused on both liquid credit and private credit and these teams are able to collaborate with respect to syndicated loans.

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Secular Trends Supporting Growth for Private Credit. We believe that periods of market volatility, such as the current period of market volatility caused, in part, by elevated inflation and interest rates, and current geopolitical conditions have accentuated the advantages of private credit. The availability of capital in the liquid credit market is highly sensitive to market conditions whereas we believe private lending has proven to be a stable and reliable source of capital through periods of volatility. We believe the opportunity set for private credit will continue to expand even after the public markets reopen to normal levels. Financial sponsors and companies today are familiar with direct lending and have seen firsthand the strong value proposition that a private solution can offer. Scale, certainty of execution and flexibility all provide borrowers with a compelling alternative to the syndicated and high yield markets. Based on our experience, there is an emerging trend where higher quality credits that have traditionally been issuers in the syndicated and high yield markets are increasingly seeking private solutions independent of credit market conditions. In our view, this is supported by financial sponsors wanting to work with collaborative financing partners that have scale and breadth of capabilities. 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 $2.7 trillion as of December 31, 2023, 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.

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. Lastly, we believe that in the current environment, lenders with available capital may be able to take advantage of attractive investment opportunities and may be able to achieve improved economic spreads and documentation terms.

Conservative Capital Structures. Following the global 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. 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 March 31, 2024, based on fair value, our portfolio consisted of 82.3% first lien senior secured debt investments (of which 53.8% we consider to be unitranche debt investments (including “last out” portions of such loans)), 6.6% second lien senior secured debt investments, 1.5% unsecured debt investments, 4.9% preferred equity investments and 4.7% common equity investments. The percentage of our portfolio comprised of second lien senior secured debt investments decreased compared to December 31, 2023 as a result of origination and repayment activity. A meaningful portion of repayments in the quarter were of second lien secured debt investments, while originations were primarily in first lien senior secured debt investments.

As of March 31, 2024, our weighted average total yield of the portfolio at fair value and amortized cost was 11.2% and 11.3%, respectively, and our weighted average yield of accruing debt and income producing securities at fair value and

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amortized cost was 11.7% and 11.7%, respectively(1). As of March 31, 2024, the weighted average spread of total debt investments was 6.0%.

As of March 31, 2024, we had investments in 188 portfolio companies with an aggregate fair value of $3.99 billion.

We generally expect our originations to match or exceed the pace of repayments over each quarter. The current lending environment has seen an increase in public market activity and merger and acquisition activity is currently limited. In addition, second lien investments accounted for a meaningful portion of repayments during the quarter. We have seen an increase in repayments and as a result we have increased the pace of our originations in order to maintain leverage within our target range. We expect origination activity to increase in the future because of the amount of undeployed capital private equity firms have available and as there is further clarity on the interest rate environment.

The credit quality of our portfolio has been consistent. 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 and healthcare, all of which serve diversified and durable end markets, and on additional financings to our existing borrowers. Blue Owl serves as the administrative agent on many of our investments and the majority of our investments are supported by sophisticated financial sponsors who provide operational and financial resources. Our borrowers have a weighted average EBITDA of $212.8 million and we believe this scale contributes to the durability of our borrowers and their ability to adapt to different economic environments. In addition, Blue Owl continues to invest in transactions in excess of $1 billion in size, which gives us the ability to structure the terms and spreads of such deals to include wider spreads, lower loan to values, extended call protection, attractive leverage profiles and credit protection. We are continuing to monitor the effect that a continued elevated interest rate environment may have on our portfolio companies and our investment activities.

Many of the companies in which we invest are continuing to see modest growth in both revenues and EBITDA. However, in the event of further geopolitical, economic and financial market instability, in the U.S. and elsewhere, or in the event of continued high interest rates, it is possible that the results of some of the middle-market companies similar to those in which we invest could be challenged. While we are not seeing signs of an overall, broad deterioration in our results or those of our portfolio companies 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.

We also continue to invest in specialty financing portfolio companies, including Fifth Season Investments LLC (“Fifth Season”), LSI Financing 1 DAC (“LSI Financing”), and AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC and AAM Series 2.1 Aviation Feeder, LLC (collectively, “Amergin AssetCo”). In the future we may invest through additional specialty finance portfolio companies, joint ventures, partnerships or other special purpose vehicles. These companies may use our capital to support acquisitions which could lead to increased dividend income across well-diversified underlying portfolios. See “Specialty Financing Portfolio Companies.”

1 Refer to footnote (1) of our weighted average yields and interest rates table for more information on our calculation of weighted average yields.

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The table below presents our investment activity for the following periods (information presented herein is at par value unless otherwise indicated).

	For the Three Months Ended March 31,
($ in thousands)	2024			2023
New investment commitments
Gross originations	$	743,919		$	21,814
Less: Sell downs	(7,500)			—
Total new investment commitments	$	736,419		$	21,814
Principal amount of investments funded:
First-lien senior secured debt investments	$	611,078		$	3,535
Second-lien senior secured debt investments	—			—
Unsecured debt investments	—			—
Preferred equity investments	488			12,162
Common equity investments	19,332			2,623
Total principal amount of investments funded	$	630,898		$	18,320
Principal amount of investments sold or repaid:
First-lien senior secured debt investments	$	(56,756)		$	(2,697)
Second-lien senior secured debt investments	(172,113)			(4,800)
Unsecured debt investments	(3,796)			(36)
Preferred equity investments	(242)			—
Common equity investments	—			—
Total principal amount of investments sold or repaid	$	(232,907)		$	(7,533)
Number of new investment commitments in new portfolio companies(1)	43			1
Average new investment commitment amount	$	14,493		$	909
Weighted average term for new debt investment commitments (in years)	5.9			4.6
Percentage of new debt investment commitments at    floating rates	99.6		%	100.0		%
Percentage of new debt investment commitments at    fixed rates	0.4		%	—		%
Weighted average interest rate of new debt investment    commitments(2)	10.2		%	11.5		%
Weighted average spread over applicable base rate of new floating rate debt investment commitments	4.8		%	6.6		%

________________

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

(2)For the three months ended March 31, 2024 and 2023, assumes each floating rate commitment is subject to the greater of the interest rate floor (if applicable) or 3-month SOFR, which was 5.30% and 4.91% as of March 31, 2024 and March 31, 2023, respectively.

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The table below presents the composition of our investments at fair value and amortized cost as of the following periods:

	March 31, 2024					December 31, 2023
($ in thousands)	Amortized Cost		Fair Value			Amortized Cost		Fair Value
First-lien senior secured debt investments(1)	$	3,271,972	$	3,280,223	(4)	$	2,739,536	$	2,742,163	(4)
Second-lien senior secured debt investments	265,010		262,734			434,657		432,672
Unsecured debt investments	61,916		59,809			64,245		62,295
Preferred equity investments(2)	195,118		196,064			185,485		186,696
Common equity investments(3)	172,527		189,167			152,930		166,875
Total Investments	$	3,966,543	$	3,987,997		$	3,576,853	$	3,590,701

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(1)Includes debt investment in Amergin AssetCo.

(2)Includes equity investment in LSI Financing.

(3)Includes equity investment in Amergin AssetCo and Fifth Season.

(4)53.8% and 62.5% of which we consider unitranche loans as of March 31, 2024 and December 31, 2023, respectively.

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The table below describes investments by industry composition based on fair value as of the following periods:

	March 31, 2024		December 31, 2023
Advertising and media	4.2	%	2.8	%
Aerospace and defense	0.4		0.4
Asset based lending and fund finance(1)	1.8		2.1
Automotive services	3.4		3.6
Buildings and real estate	3.4		3.7
Business services	6.2		6.4
Chemicals	2.0		2.2
Consumer products	2.9		3.2
Containers and packaging	3.6		3.7
Distribution	2.0		2.0
Education	1.0		0.6
Energy equipment and services	0.4		—
Financial services	1.2		0.8
Food and beverage	4.9		4.8
Healthcare equipment and services	2.8		3.1
Healthcare providers and services	7.4		9.4
Healthcare technology	6.9		6.8
Household products	0.7		0.7
Human resource support services	3.3		3.4
Infrastructure and environmental services	0.5		0.0
Insurance(2)	10.7		10.9
Internet software and services	14.5		14.6
Leisure and entertainment	1.8		1.9
Manufacturing	3.6		3.9
Pharmaceuticals(3)	0.7		0.4
Professional services	3.7		2.9
Specialty retail	4.9		5.0
Telecommunications	0.9		0.4
Transportation	0.2		0.3
Total	100.0	%	100.0	%

______________

(1)Includes debt and equity investment in Amergin AssetCo.

(2)Includes equity investment in Fifth Season.

(3)Includes equity investment in LSI Financing.

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The table below describes investments by geographic composition based on fair value as of the following periods:    

	March 31, 2024		December 31, 2023
United States:
Midwest	24.1	%	25.0	%
Northeast	16.5		15.5
South	29.9		29.6
West	22.9		23.2
International	6.6		6.7
Total	100.0	%	100.0	%

The table below presents the weighted average yields and interest rates of our investments at fair value as of the following periods:    

	March 31, 2024		December 31, 2023
Weighted average total yield of portfolio(1)	11.2	%	11.6	%
Weighted average total yield of debt and income producing securities(1)	11.7	%	12.1	%
Weighted average interest rate of debt securities	11.4	%	11.8	%
Weighted average spread over base rate of all floating rate debt investments	6.0	%	6.3	%

________________

(1)For non-stated rate income producing investments, computed based on (a) the dividend or interest income earned for the respective trailing twelve months ended on the measurement date, divided by (b) the ending fair value. In instances where historical dividend or interest income data is not available or not representative for the trailing twelve months ended, the dividend or interest income is annualized.

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 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

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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 Adviser has built out its portfolio management team to include workout experts who closely monitor our portfolio companies and who, on at least a quarterly basis, assess each portfolio company’s operational and liquidity exposure and outlook to understand and mitigate risks; and, on at least a monthly basis, evaluates existing and newly identified situations where operating results are deviating from expectations. As part of its monitoring process, the Adviser focuses on projected liquidity needs and where warranted, re-underwriting credits and evaluating downside and liquidation scenarios.

The Adviser focuses on downside protection by leveraging existing rights available under our credit documents; however, for investments that are significantly underperforming or which may need to be restructured, the Adviser’s workout team partners with the Investment Team and all material amendments, waivers and restructurings require the

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approval of a majority of the Diversified Lending Investment Committee. As of March 31, 2024, only one of our portfolio companies is on non-accrual. Our average annual gain/loss ratio is (0.07)%.

The table below presents the composition of our portfolio on the 1 to 5 rating scale as of the following periods:

	March 31, 2024				December 31, 2023
Investment Rating	Investments at Fair Value		Percentage of Total Portfolio		Investments at Fair Value		Percentage of Total Portfolio
($ in thousands)
1	$	515,863	12.9	%	$	442,688	12.3	%
2	3,280,090		82.2		2,960,620		82.5
3	162,405		4.1		167,834		4.7
4	18,316		0.5		—		—
5	11,323		0.3		19,559		0.5
Total	$	3,987,997	100.0	%	$	3,590,701	100.0	%

The table below presents the amortized cost of our performing and non-accrual debt investments as of the following periods:

	March 31, 2024				December 31, 2023
($ in thousands)	Amortized Cost		Percentage		Amortized Cost		Percentage
Performing	$	3,587,722	99.7	%	$	3,218,317	99.4	%
Non-accrual	11,176		0.3		20,121		0.6
Total	$	3,598,898	100.0	%	$	3,238,438	100.0	%

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. 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.

Specialty Financing Portfolio Companies

Amergin

Amergin was created to invest in a leasing platform focused on railcar, aviation and other long-lived transportation assets. Amergin acquires existing on-lease portfolios of new and end-of-life railcars and related equipment and selectively purchases off-lease assets and is building a commercial aircraft portfolio through aircraft financing and engine acquisition on a sale and lease back basis. Amergin consists of Amergin AssetCo and Amergin Asset Management, LLC, which has entered into a Servicing Agreement with Amergin AssetCo. We made an initial equity investment to Amergin AssetCo on July 1, 2022. As of March 31, 2024 our commitment is $24.6 million, of which $10.4 million is equity and $14.2 million is debt. Our investment in Amergin AssetCo is a co-investment made with our affiliates in accordance with the terms of the Order. We do not consolidate our equity interest in Amergin AssetCo.

Fifth Season Investments LLC

Fifth Season is a portfolio company created to invest in life insurance based assets, including secondary and tertiary life settlement and other life insurance exposures using detailed analytics, internal life expectancy review and sophisticated portfolio management techniques. On July 18, 2022, we made an initial equity investment in Fifth Season. As of March 31, 2024, the fair value of our equity investment in Fifth Season was $65.3 million. Our investment in Fifth Season is a co-investment with our affiliates in accordance with the terms of the exemptive relief that we received from the SEC. We do not consolidate our equity interest in Fifth Season.

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LSI Financing 1 DAC ("LSI Financing")

LSI Financing is a portfolio company formed to acquire contractual rights to revenue pursuant to earnout agreements generally in the life sciences space. On December 14, 2022, we made an initial investment to LSI Financing. As of March 31, 2024, the fair value of our investment in LSI Financing was $12.9 million. During the three months ended March 31, 2024, we increased our commitment by $9.4 million. Our investment in LSI Financing is a co-investment with our affiliates in accordance with the terms of the exemptive relief that we received from the SEC. We do not consolidate our equity interest in LSI Financing.

Results of Operations

The table below represents the operating results for the following periods:

	Three Months Ended March 31,
($ in millions)	2024		2023
Total Investment Income	$	113.4	$	97.9
Less: Operating expenses	64.7		35.1
Net Investment Income (Loss) Before Taxes	48.7		62.8
Less: Income taxes (benefit), including excise taxes	0.4		1.2
Net Investment Income (Loss) After Taxes	$	48.3	$	61.6
Net change in unrealized gain (loss)	9.0		23.9
Net realized gain (loss)	(3.2)		(11.5)
Net Increase (Decrease) in Net Assets Resulting from Operations	$	54.1	$	74.0

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 depreciation on the investment portfolio. For the three months ended March 31, 2024, our net asset value per share increased, primarily driven by market spreads tightening and an increase in accumulated undistributed earnings from net investment income.

Investment Income

The table below presents the composition of investment income for the following periods:

	Three Months Ended March 31,
($ in millions)	2024		2023
Interest income (excluding PIK interest income)	$	96.1	$	79.4
PIK interest income	9.5		12.5
Dividend income	6.1		5.0
Other income	1.7		1.1
Total investment income	$	113.4	$	97.9

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 interests obtained in connection with originating loans, such as options, warrants or conversion rights.

For the three months ended March 31, 2024 and 2023

Investment income increased by $15.5 million to $113.4 million for the three months ended March 31, 2024 from $97.9 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 $3.27 billion as of March 31, 2023, to $3.63 billion as of March 31, 2024, as well as an increase in the base rates charged on our floating rate debt investments. Dividend income increased

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period-over-period due to an increase in our portfolio of dividend income-producing equity investments which, at cost, increased from $152.8 million as of March 31, 2023 to $255.7 million as of March 31, 2024. Included in interest income are other fees such as prepayment fees and accelerated amortization of upfront fees from unscheduled paydowns which are non-recurring in nature. Period over period, these fees increased due to an increase in repayment activity for the period. Other income increased period-over-period due to 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 or as a result of episodic amendments made to the terms of our existing debt investments. Payment-in-kind interest and dividend income represented approximately 8.4% and 3.9%, respectively, of investment income for the three months ended March 31, 2024 and approximately 12.8% and 5.1%, respectively, of investment income for the three months ended March 31, 2023. We expect that investment income will vary based on a variety of factors including the pace of our originations and repayments.

Expenses

The table below presents expenses for the following periods:

	Three Months Ended March 31,
($ in millions)	2024		2023
Interest expense	35.8		28.5
Management fee	11.9		4.4
Performance based incentive fees	7.1		—
Professional fees	1.6		1.3
Directors' fees	0.2		0.2
Listing advisory fees	6.0		—
Other general and administrative	2.1		0.7
Total operating expenses	$	64.7	$	35.1

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.

For the three months ended March 31, 2024 and 2023

Total expenses increased by $29.6 million to $64.7 million for the three months ended March 31, 2024 from $35.1 million for the same period in prior year due to an increase in management fees, incentive fees, interest expense and other expenses of $7.5 million, $7.1 million, $7.3 million and $7.7 million, respectively. The increase in interest expense was driven by an increase in average daily borrowings to $1.92 billion from $1.71 billion period over period, as well as an increase in the average interest rate to 7.0% from 6.4% period over period. Management fees increased due to an increase in our investment portfolio, which at fair value, increased from $3.52 billion as of March 31, 2023 to $3.99 billion as of March 31, 2024, as well as the increased fee rates effective as of our listing date, January 25, 2024. Incentive fees were not incurred prior to the Exchange Listing and are pro-rated for the period ending March 31, 2024. The increase in other expenses was primarily driven by expenses associated with the Exchange Listing, including $6.0 million of listing advisory fees paid to external parties advising on our exchange listing, which are not anticipated to be recurring in nature. An adjustment for a full-quarter impact of our post-listing fee structure and excluding one-time costs associated with our listing would equate to an additional $0.01 of net investment income per weighted average share outstanding during the quarter ended March 31, 2024. As a percentage of total assets, professional fees, directors’ fees and other general and administrative expenses remained relatively consistent 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. In addition, a RIC may, in certain cases, satisfy this distribution requirement by distributing dividends relating to a taxable year after the close of such taxable year under the “spillover dividend” provisions of Subchapter M. As of March 31, 2024, we have generated undistributed taxable

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earnings “spillover” of $0.43 per share. The undistributed taxable earnings spillover will be carried forward toward distributions to be paid in accordance with RIC requirements. 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 U.S. federal income taxes at corporate rates.

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 months ended March 31, 2024 and 2023, we accrued U.S. federal excise tax of $0.4 million and $1.2 million, respectively.

Net Change in Unrealized Gains (Losses)

We fair value our portfolio investments quarterly and any changes in fair value are recorded as unrealized gains or losses. The table below presents the composition of net change in unrealized gains (losses) for the following periods:

	Three Months Ended March 31,
($ in millions)	2024		2023
Net change in unrealized gain (loss) on investments	$	9.2	$	23.8
Net change in translation of assets and liabilities in foreign currencies	(0.2)		0.1
Income tax (provision) benefit	—		—
Net change in unrealized gain (loss)	$	9.0	$	23.9

For the three months ended March 31, 2024 and 2023

For the three months ended March 31, 2024, the net change in unrealized gain (loss) was primarily driven by an increase in the fair value of certain equity investments, credit spreads tightening across broader markets, and the reversal of a prior period unrealized loss that was realized during the period in connection with the restructuring of a debt investment. As of March 31, 2024, the fair value of our debt investments as a percentage of principal was 98.9%, as compared to 98.6% as of December 31, 2023.

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The ten largest contributors to the change in net unrealized gain (loss) on investments during the three months ended March 31, 2024 consisted of the following:

Portfolio Company	Net Change in Unrealized Gain (Loss)
($ in millions)
Pluralsight, LLC	$	(2.9)
Fifth Season Investments LLC(1)	2.1
The Shade Store, LLC	1.6
Packaging Coordinators Midco, Inc.	1.5
Ideal Image Development, LLC	1.4
ConAir Holdings LLC	1.3
Asurion, LLC	(1.2)
Fiesta Purchaser, Inc. (dba Shearer's Foods)	1.1
EOS U.S. Finco LLC	(1.0)
Cornerstone OnDemand, Inc.	0.9
Remaining Companies	4.4
Total	$	9.2

______________

(1)Portfolio company is a non-controlled, affiliated investment.

For the three months ended March 31, 2023, the net change in unrealized gain (loss) was primarily driven by an increase in the fair value of our debt investments as compared to December 31, 2022. As of March 31, 2023, the fair value of our debt investments as a percentage of principal was 98.5%, as compared to 97.7% as of December 31, 2022. The primary drivers of our portfolio’s unrealized gain was due to current market conditions, including credit spreads tightening across the broader markets and the reversal of a prior period unrealized loss that was realized during the period in connection with the restructuring of a debt investment.

The ten largest contributors to the change in net unrealized gain (loss) on investments during the three months ended March 31, 2023 consisted of the following:

Portfolio Company	Net Change in Unrealized Gain (Loss)
($ in millions)
Walker Edison Furniture Company LLC	$	11.7
Muine Gall, LLC	1.9
Asurion, LLC	1.0
Parexel International, Inc. (dba Parexel)	0.8
The Shade Store, LLC	(0.8)
The Better Being Co., LLC (fka Nutraceutical International Corporation)	(0.6)
Notorious Topco, LLC (dba Beauty Industry Group)	(0.6)
Thunder Purchaser, Inc. (dba Vector Solutions)	0.5
Ascend Buyer, LLC (dba PPC Flexible Packaging)	0.5
Packaging Coordinators Midco, Inc.	0.5
Remaining Companies	8.9
Total	$	23.8

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Net Realized Gains (Losses)

The table below presents the composition of realized gains and losses on fully exited portfolio companies, partially exited portfolio companies and foreign currency transactions for the following periods:

	Three Months Ended March 31,
($ in millions)	2024		2023
Net realized gain (loss) on investments	$	(3.4)	$	(11.5)
Net realized gain (loss) on foreign currency transactions	0.2		0.0
Net realized gain (loss)	$	(3.2)	$	(11.5)

Realized Gross Internal Rate of Return

Since we began investing in 2020 through March 31, 2024, our exited investments have resulted in an aggregate cash flow realized gross internal rate of return to us of 11.2% (based on total capital invested of $881.7 million and total proceeds from these exited investments of $1.03 billion).

IRR, is a measure of our discounted cash flows (inflows and outflows). Specifically, IRR is the discount rate at which the net present value of all cash flows is equal to zero. That is, IRR is the discount rate at which the present value of total capital invested in each of our investments is equal to the present value of all realized returns from that investment. Our IRR calculations are unaudited.

Capital invested, with respect to an investment, represents the aggregate cost basis allocable to the realized or unrealized portion of the investment, net of any upfront fees paid at closing for the term loan portion of the investment.

Realized returns, with respect to an investment, represents the total cash received with respect to each investment, including all amortization payments, interest, dividends, prepayment fees, upfront fees (except upfront fees paid at closing for the term loan portion of an investment), administrative fees, agent fees, amendment fees, accrued interest, and other fees and proceeds.

Gross IRR, with respect to an investment, is calculated based on the dates that we invested capital and dates we received distributions, regardless of when we made distributions to our shareholders. Initial investments are assumed to occur at time zero.

Gross IRR reflects historical results relating to our past performance and is not necessarily indicative of our future results. In addition, gross IRR does not reflect the effect of management fees, expenses, incentive fees or taxes borne, or to be borne, by us or our shareholders, and would be lower if it did.

Aggregate cash flow realized gross IRR on our exited investments reflects only invested and realized cash amounts as described above, and does not reflect any unrealized gains or losses in our portfolio.

Financial Condition, Liquidity and Capital Resources

Our liquidity and capital resources are generated primarily from cash flows from interest and fees earned from our investments and principal repayments, our credit facilities, and other secured and unsecured debt. The primary uses of our cash are (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 additional 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%. In addition, from time to time, we may seek to retire, repurchase, or exchange debt securities in open market purchases or by other means, including privately negotiated transactions, in each case dependent on market conditions, liquidity, contractual obligations, and other matters. The amounts involved in any

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such transactions, individually or in the aggregate, may be material. As of March 31, 2024, our asset coverage ratio was 187%. 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 March 31, 2024, taken together with our available debt capacity of $345.8 million, is expected to be sufficient for our investing activities and to conduct our operations in the near term. 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 March 31, 2024, we had $140.2 million in cash. During the three months ended March 31, 2024, cash used in operating activities was $314.3 million, primarily as a result of funding portfolio investments of $710.4 million, partially offset by sales and repayments of $335.9 million and other operating activity of $60.2 million. Lastly, cash provided by financing activities was $313.1 million during the period, which was the result of proceeds from net borrowings on our credit facilities, net of debt issuance costs, of $369.3 million, partially offset by distributions paid of $56.2 million.

Equity

Exchange Listing, Subscriptions and Drawdowns

In connection with our formation, we have the authority to issue 500,000,000 common shares at $0.01 per share par value.

On January 25, 2024, our common stock was listed and began trading on the New York Stock Exchange (“NYSE”) under the symbol “OBDE” (the "Exchange Listing").

On June 4, 2020, the Company issued 100 common shares for $1,500 to the Adviser.

We have entered into subscription agreements (the “Subscription Agreements”) with investors providing for the private placement of our common shares. Under the terms of the Subscription Agreements, investors were required to fund drawdowns to purchase our common shares up to the amount of their respective Capital Commitment on an as-needed basis each time we delivered a drawdown notice to our investors. As of June 16, 2022, all Capital Commitments had been drawn.

There were no sales of the Company’s common stock during the three months ended March 31, 2024 and 2023.

In connection with the Exchange Listing, the Board of Directors determined to eliminate outstanding fractional shares of the Company’s common stock, as permitted by Maryland General Corporation Law. On January 16, the Company eliminated the fractional shares by rounding up the number of fractional shares held by each shareholder to the nearest whole share.

Following the Exchange Listing, without prior written consent of our Board:

•For 180 days, a shareholder is not permitted to transfer (whether by sale, gift, merger, by operation of law or otherwise), exchange, assign, pledge, hypothecate or otherwise dispose of or encumber any shares of our common stock held by such shareholder prior to the date of the Exchange Listing (the “First Lock-Up Period”);

•For 270 days, a shareholder is not permitted to transfer (whether by sale, gift, merger, by operation of law or otherwise), exchange, assign, pledge, hypothecate or otherwise dispose of or encumber two-thirds of the shares of our common stock held by such shareholder prior to the date of the Exchange Listing (the “Second Lock-Up Period”); and

•For 365 days, a shareholder is not permitted to transfer (whether by sale, gift, merger, by operation of law or otherwise), exchange, assign, pledge, hypothecate or otherwise dispose of or encumber one-third of the shares of our common stock held by such shareholder prior to the date of the Exchange Listing (the “Third Lock-Up Period”).

In connection with the Exchange Listing, a pro rata portion of each shareholder’s shares of our common stock that was outstanding prior to the Exchange Listing was released from each of the First, Second and Third Lock-Up Periods. Generally, all of our common stock that has been outstanding for more than six months are eligible for public sale pursuant

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to Rule 144 under the Securities Act; however, certain affiliates will have to comply with the additional requirements relating to the manner of sale, volume limitation and notice provisions in order to rely on Rule 144.

Distributions

The following table reflects the distributions declared on shares of our common stock during the three months ended March 31, 2024:

	March 31, 2024
Date Declared	Record Date	Payment Date	Distribution per Share
January 12, 2024	March 29, 2024	April 15, 2024	$	0.35

On January 12, 2024, the Board declared five special dividends of $0.06 per share, payable on or before June 14, 2024, September 13, 2024, December 13, 2024, March 14, 2025 and June 13, 2025 to shareholders of record as of May 31, 2024, August 30, 2024, November 29, 2024, February 28, 2025 and May 30, 2025.

The following table reflects the distributions declared on shares of our common stock during the three months ended March 31, 2023:

	March 31, 2023
Date Declared	Record Date	Payment Date	Distribution per Share
February 21, 2023	March 31, 2023	May 15, 2023	$	0.44

During certain periods, our distributions may exceed our earnings. As a result, it is possible that a portion of the distributions we make may represent a return of capital. A return of capital generally is a return of a shareholder’s investment rather than a return of earnings or gains derived from our investment activities. Each year, a statement on Form 1099-DIV identifying the tax character of the distributions will be mailed to our shareholders. The tax character of the distributions are not determined until our taxable year end.

Dividend Reinvestment

With respect to distributions, we adopted an “opt out” dividend reinvestment plan for common shareholders. As a result, in the event of a declared distribution, each shareholder that has not “opted out” of the dividend reinvestment plan will have their dividends or distributions automatically reinvested in additional shares of our common stock rather than receiving cash distributions.

Prior to the Exchange Listing, the number of shares to be issued to a shareholder under the dividend reinvestment plan was determined by dividing the total dollar amount of the distribution payable to such shareholder by the net asset value per share of our common stock, as of the last day of our calendar quarter immediately preceding the date such distribution was declared.

In connection with the Exchange Listing, we entered into our amended and restated dividend reinvestment plan, pursuant to which, if newly issued shares are used to implement the dividend reinvestment plan, the number of shares to be issued to a shareholder will be determined by dividing the total dollar amount of the cash dividend or distribution payable to a shareholder by the market price per share of our common stock at the close of regular trading on the New York Stock Exchange on the payment date of a distribution, or if no sale is reported for such day, the average of the reported bid and ask prices. However, if the market price per share on the payment date of a cash dividend or distribution exceeds the most recently computed net asset value per share, we will issue shares at the greater of (i) the most recently computed net asset value per share and (ii) 95% of the current market price per share (or such lesser discount to the current market price per share that still exceeded the most recently computed net asset value per share). For example, if the most recently computed net asset value per share is $15.00 and the market price on the payment date of a cash dividend is $14.00 per share, we will issue shares at $14.00 per share. If the most recently computed net asset value per share is $15.00 and the market price on the payment date of a cash dividend is $16.00 per share, we will issue shares at $15.20 per share (95% of the current market price). If the most recently computed net asset value per share is $15.00 and the market price on the payment date of a cash dividend is $15.50 per share, we will issue shares at $15.00 per share, as net asset value is greater than 95% ($14.73 per share) of the current market price. Pursuant to our amended and restated dividend reinvestment plan, if shares

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are purchased in the open market to implement the dividend reinvestment plan, the number of shares to be issued to a shareholder shall be determined by dividing the dollar amount of the cash dividend payable to such shareholder by the weighted average price per share for all shares purchased by the plan administrator in the open market in connection with the dividend.

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.

The following table reflects the common stock issued pursuant to the dividend reinvestment plan during the three months ended March 31, 2024:

Date Declared	Record Date	Payment Date	Shares
November 7, 2023	December 29, 2023	January 31, 2024	313,887

The following table reflects the common stock issued pursuant to the dividend reinvestment plan during the three months ended March 31, 2023:

Date Declared	Record Date	Payment Date	Shares
November 1, 2022	December 31, 2022	January 31, 2023	762,549

Repurchase Program

In connection with the Exchange Listing, the Board approved a repurchase program (the “Repurchase Program”) under which we may repurchase up to $100 million of shares of our outstanding common stock. Under the Repurchase Program, purchases may be made at management’s discretion from time to time in open-market transactions, in accordance with all applicable securities laws and regulations. Unless extended by the Board, the Repurchase Program will terminate 12-months from the date of the Exchange Listing. During the three months ended March 31, 2024, the Company did not repurchase issued and outstanding shares.

Debt

Aggregate Borrowings

Debt obligations consisted of the following as of the following periods:

	March 31, 2024
($ in thousands)	Aggregate Principal Committed		Outstanding Principal		Amount Available(1)		Net Carrying Value(2)
Revolving Credit Facility(3)	$	600,000	$	418,787	$	181,213	$	410,747
SPV Asset Facility I	$	525,000	$	265,000	$	105,069	$	258,575
SPV Asset Facility II	$	350,000	$	290,000	$	31,749	$	288,507
SPV Asset Facility III	$	300,000	$	100,000	$	27,812	$	97,606
CLO XIV	$	260,000	$	260,000	$	—	$	258,140
2027 Notes	$	325,000	$	325,000	$	—	$	322,498
July 2025 Notes	$	142,000	$	142,000	$	—	$	141,285
July 2027 Notes	$	250,000	$	250,000	$	—	$	247,626
Series 2023A Notes	$	100,000	$	100,000	$	—	$	99,021
Total Debt	$	2,852,000	$	2,150,787	$	345,843	$	2,124,005

________________

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

(2)The carrying value of the Company’s Revolving Credit Facility, SPV Asset Facility I, SPV Asset Facility II, SPV Asset Facility III, CLO XIV, 2027 Notes, July 2025 Notes, July 2027 Notes and Series 2023A Notes are presented net of deferred financing costs of $8.0 million, $6.4 million, $1.5 million, $2.4 million, $1.9 million, $2.5 million, $0.7 million, $2.4 million and $1.0 million respectively.

(3)Net Carrying Value includes the unrealized translation gain (loss) on borrowings denominated in foreign currencies.

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	December 31, 2023
($ in thousands)	Aggregate Principal Committed		Outstanding Principal		Amount Available(1)		Net Carrying Value(2)
Revolving Credit Facility(3)	$	575,000	$	118,119	$	456,881	$	109,931
SPV Asset Facility I	$	525,000	$	265,000	$	141,856	$	258,232
SPV Asset Facility II	$	350,000	$	320,000	$	13,558	$	318,367
CLO XIV	$	260,000	$	260,000	$	—	$	258,100
2027 Notes	$	325,000	$	325,000	$	—	$	322,302
July 2025 Notes	$	142,000	$	142,000	$	—	$	141,149
July 2027 Notes	$	250,000	$	250,000	$	—	$	247,452
Series 2023A Notes	$	100,000	$	100,000	$	—	$	98,963
Total Debt	$	2,527,000	$	1,780,119	$	612,295	$	1,754,496

________________

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

(2)The carrying value of the Company’s Revolving Credit Facility, SPV Asset Facility I, SPV Asset Facility II, CLO XIV, 2027 Notes, July 2025 Notes, July 2027 Notes and Series 2023A Notes are presented net of deferred financing costs of $8.2 million, $6.8 million, $1.6 million, $1.9 million, $2.7 million, $0.9 million, $2.5 million and $1.0 million respectively.

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

The table below presents the components of interest expense for the following periods:

	For the Three Months Ended March 31,
($ in thousands)	2024			2023
Interest expense	$	34,158		$	27,194
Amortization of debt issuance costs	1,620			1,345
Total Interest Expense	$	35,778		$	28,539
Average interest rate	7.0		%	6.4		%
Average daily borrowings	$	1,921,527		$	1,712,085

Senior Securities

The table below presents information about our senior securities as of the following periods.

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)
Subscription Credit Facility(5)
December 31, 2021	$	—	$	—	—	N/A
December 31, 2020	$	228.8	$	2,250	—	N/A
Revolving Credit Facility
March 31, 2024 (Unaudited)	$	418.8	$	1,871	—	N/A
December 31, 2023	$	118.1	$	2,059	—	N/A

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December 31, 2022	$	144.4	$	2,066	—	N/A
December 31, 2021	$	215.7	$	2,331	—	N/A
SPV Asset Facility I
March 31, 2024 (Unaudited)	$	265.0	$	1,871	—	N/A
December 31, 2023	$	265.0	$	2,059	—	N/A
December 31, 2022	$	500.0	$	2,066	—	N/A
December 31, 2021	$	575.0	$	2,331	—	N/A
SPV Asset Facility II
March 31, 2024 (Unaudited)	$	290.0	$	1,871	—	N/A
December 31, 2023	$	320.0	$	2,059	—	N/A
December 31, 2022	$	320.0	$	2,066	—	N/A
December 31, 2021	$	135.0	$	2,331	—	N/A
SPV Asset Facility III
March 31, 2024 (Unaudited)	$	100.0	$	1,871	—	N/A
CLO XIV
March 31, 2024 (Unaudited)	$	260.0	$	1,871	—	N/A
December 31, 2023	$	260.0	$	2,059	—	N/A
2027 Notes
March 31, 2024 (Unaudited)	$	325.0	$	1,871	—	N/A
December 31, 2023	$	325.0	$	2,059	—	N/A
December 31, 2022	$	325.0	$	2,066	—	N/A
December 31, 2021	$	325.0	$	2,331	—	N/A
July 2025 Notes
March 31, 2024 (Unaudited)	$	142.0	$	1,871	—	N/A
December 31, 2023	$	142.0	$	2,059	—	N/A
December 31, 2022	$	142.0	$	2,066	—	N/A
July 2027 Notes
March 31, 2024 (Unaudited)	$	250.0	$	1,871	—	N/A
December 31, 2023	$	250.0	$	2,059	—	N/A
December 31, 2022	$	250.0	$	2,066	—	N/A
Series 2023A Notes
March 31, 2024 (Unaudited)	$	100.0	$	1,871	—	N/A
December 31, 2023	$	100.0	$	2,059	—	N/A
Promissory Note(6)
December 31, 2022	$	—	$	2,066	—	N/A
December 31, 2021	$	—	$	2,331	—	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 2021.

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(6)Facility was terminated in 2022.

Description of Facilities

Credit Facilities

Revolving Credit Facility

On December 14, 2022, we entered into an Amended and Restated Senior Secured Revolving Credit Agreement (the “Revolving Credit Facility”), which amends and restates in its entirety that certain Senior Secured Revolving Credit Agreement, dated as of September 10, 2021. The parties to the Revolving Credit Facility include us, as Borrower, the lenders from time to time parties thereto and JPMorgan Chase Bank, N.A. as Administrative Agent. On December 21, 2023 (the "Revolving Credit Facility First Amendment Date"), the parties to the Revolving Credit Facility entered into an amendment to, among other things, extend the availability period and maturity date, convert a portion of the then-existing revolver availability into term loan availability and reduce the credit adjustment spread to 0.10% for all U.S. dollar-denominated Loan tenors. The following describes the terms of the Revolving Credit Facility amended through February 29, 2024.

The Revolving Credit Facility is guaranteed by certain of our domestic subsidiaries in existence on the Revolving Credit Facility First Amendment Date, and will be guaranteed by certain domestic subsidiaries of ours that are formed or acquired by us thereafter (collectively, the “Guarantors”). Proceeds of the Revolving Credit Facility may be used for general corporate purposes, including the funding of portfolio investments.

As of February 29, 2024, the Facility provides for (a) a term loan in a principal amount of $75.0 million (which term loan amount was increased from $50.0 million on February 29, 2024) and (b) subject to availability under the borrowing base, which is based on our portfolio investments and other outstanding indebtedness, a revolving credit facility in a principal amount of up to $525.0 million (the aggregate outstanding term loans and revolving credit facility commitments increased from $575.0 million to $600.0 million on February 29, 2024). The amount available for borrowing under the Revolving Credit Facility is reduced by any outstanding letters of credit issued through the Revolving Credit Facility. Maximum capacity under the Revolving Credit Facility may be increased to $1.10 billion through the exercise by us of an uncommitted accordion feature through which existing and new lenders may, at their option, agree to provide additional financing. The Revolving Credit Facility 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 $100.0 million limit for swingline loans.

As of the Revolving Credit Facility First Amendment Date, the availability period with respect to the revolving credit facility under the Revolving Credit Facility will terminate on December 21, 2027 (the “Revolving Credit Facility Commitment Termination Date”) and the Revolving Credit Facility will mature on December 21, 2028 (the “Revolving Credit Facility Maturity Date”). During the period from the Revolving Credit Facility Commitment Termination Date to the Revolving Credit Facility Maturity Date, we will be obligated to make mandatory prepayments under the Revolving Credit Facility 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 Revolving Credit Facility with respect to the commitments in U.S dollars will bear interest at either (i) term SOFR plus any applicable credit adjustment spread plus margin of 2.00% per annum or (ii) the alternative base rate plus margin of 1.00% per annum. With respect to loans denominated in U.S. dollars, we may elect either the term SOFR or the alternative base rate at the time of drawdown, and such loans may be converted from one rate to another at any time at our option, subject to certain conditions. Amounts drawn under the Revolving Credit Facility with respect to the commitments in other permitted currencies will bear interest at the relevant rate specified therein (including any applicable credit adjustment spread) plus margin of 2.00% per annum. We will also pay a fee of 0.375% on daily undrawn amounts under the Revolving Credit Facility.

The Revolving Credit Facility includes 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 certain financial covenants related to asset coverage and liquidity and other maintenance covenants, as well as customary events of default. The Revolving Credit Facility requires a minimum asset coverage ratio with respect to our consolidated assets and our subsidiaries to senior securities that constitute indebtedness of no less than 1.50 to 1.00 at any time.

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Subscription Credit Facility

On August 12, 2020 (the “Closing Date”), we entered into a revolving credit facility (the “Subscription Credit Facility”) with State Street Bank and Trust Company (“State Street”) as administrative agent (the “Administrative Agent”), and State Street and PNC Bank, National Association (“PNC”), as lenders.

The Subscription Credit Facility permitted the Company to borrow up to $550 million, subject to availability under the borrowing base, which was based on unused capital commitments. Effective November 12, 2021, the outstanding balance on the Subscription Credit Facility was paid in full and the facility was terminated pursuant to its terms.

Borrowings under the Subscription Credit Facility bore interest, at our election at the time of drawdown, at a rate per annum equal to (i) in the case of LIBOR rate loans, an adjusted LIBOR rate for the applicable interest period plus 2.00% or (ii) in the case of reference rate loans, the greatest of (A) a prime rate plus 1.00%, (B) the federal funds rate plus 1.50%, and (C) one-month LIBOR plus 1.00%. Loans were able to be converted from one rate to another at any time at our election, subject to certain conditions. We predominantly borrowed utilizing LIBOR loans, generally electing one-month LIBOR upon borrowing. We also paid an unused commitment fee of 0.25% per annum on the unused commitments.

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 July 29, 2021 (the “SPV Asset Facility I Closing Date”), ORCC III Financing LLC (“ORCC III Financing”), a Delaware limited liability company and newly formed subsidiary entered into a Credit Agreement (as amended through the date hereof, the “SPV Asset Facility I”), with ORCC III Financing, as borrower, us, as equityholder, the Adviser, as collateral manager, the lenders from time to time parties thereto, Société Générale, as agent, State Street Bank and Trust Company, as collateral agent, collateral administrator and custodian, and Alter Domus (US) LLC as collateral custodian. The parties to the SPV Asset Facility I have entered into various amendments, including to admit new lenders, increase the maximum principal amount available under the facility, add a swingline commitment to the facility, extend the availability period and maturity date, change the interest rate and make various other changes. The following describes the terms of SPV Asset Facility I amended through December 8, 2023 (the “SPV Asset Facility I Fourth Amendment Date”).

From time to time, we expect to sell and contribute certain investments to ORCC III Financing pursuant to a Sale and Contribution Agreement by and between us and ORCC III Financing. 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 ORCC III Financing, including the purchase of such assets from us. We retain a residual interest in assets contributed to or acquired by ORCC III Financing through our ownership of ORCC III Financing. The maximum principal amount of the SPV Asset Facility I is $525.0 million (decreased from $625.0 million on December 8, 2023), 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 ORCC III Financing’s assets from time to time, and satisfaction of certain conditions, including certain concentration limits. The SPV Asset Facility I includes a $100.0 million sub-limit for swingline loans.

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 through March 16, 2026, unless the commitments are terminated sooner as provided in the

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SPV Asset Facility I (the “Commitment Termination Date”). Unless otherwise terminated, the SPV Asset Facility I will mature on March 15, 2028 (the “SPV Asset Facility I Stated Maturity”). Prior to the SPV Asset Facility I Stated Maturity, proceeds received by ORCC 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 I Stated Maturity, ORCC 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 bear interest at SOFR plus a spread of 2.70%; amounts drawn in Canadian dollars bear interest at CDOR plus a spread of 2.70% (or, alternatively, Daily Compounded CORRA plus a spread of 0.32138% when CDOR becomes unavailable); amounts drawn in Euros bear interest at EURIBOR plus a spread of 2.70%; and amounts drawn in British pounds bear interest either at SONIA plus a spread of 2.6693% or at an alternate base rate plus a spread of 2.70%. From the SPV Asset Facility I Closing Date to the Commitment Termination Date, there is a commitment fee, calculated on a daily basis, ranging from 0.00% to 1.00% on the undrawn amount under the SPV Asset Facility I. The SPV Asset Facility I contains customary covenants, including certain limitations on the activities of ORCC III Financing, 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 ORCC III Financing and on any payments received by ORCC III Financing in respect of those assets. Assets pledged to the lenders under the SPV Asset Facility I will not be available to pay our debts.

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

SPV Asset Facility II

On December 2, 2021 (the “SPV Asset Facility II Closing Date”), ORCC III Financing II LLC (“ORCC III Financing II”), a Delaware limited liability company and newly formed subsidiary entered into a loan financing and servicing agreement (the “SPV Asset Facility II”), with ORCC III Financing II, as borrower, us, as equityholder and services 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. The parties to the SPV Asset Facility II have entered an amendment which converted the benchmark rate of the facility from LIBOR to term SOFR and added an additional lender and reallocated lender commitments. The following describes the terms of SPV Asset Facility II amended through February 18, 2022 (the “SPV Asset Facility II First Amendment Date”).

From time to time, we expect to sell and contribute certain loan assets to ORCC III Financing II pursuant to a Sale and Contribution Agreement by and between us and ORCC III Financing 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 ORCC III Financing II, including the purchase of such assets from us. We retain a residual interest in assets contributed to or acquired by ORCC III Financing II through our ownership of ORCC III Financing II. The maximum principal amount of the SPV Asset Facility II is $350.0 million; the availability of this amount is subject to a borrowing base test, which is based on the value of ORCC III Financing 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 SPV Asset Facility II Closing Date unless such period is extended or accelerated under the terms of the SPV Asset Facility II (the “SPV Asset Facility II 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 SPV Asset Facility II Revolving Period (the “SPV Asset Facility II Termination Date”). Prior to the SPV Asset Facility II Termination Date, proceeds received by ORCC III Financing 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 SPV Asset Facility II Termination Date, ORCC III Financing 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 bear interest at SOFR (or, in the case of certain lenders that are commercial paper conduits, the lower of (a) their cost of funds and (b) SOFR, such SOFR not to be lower than zero) plus a spread equal to 1.95% per annum, which spread will increase (a) on and after the end of the SPV Asset Facility II 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”). SOFR may be replaced as a base rate under certain circumstances. During the SPV Asset

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Facility II Revolving Period, ORCC III Financing 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 SPV Asset Facility II Revolving Period, if the undrawn commitments are in excess of a certain portion (initially 12.5% and increasing in stages to 25%, 50% and 70%) of the total commitments under the SPV Asset Facility II, ORCC III Financing 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. ORCC III Financing 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 ORCC III Financing 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 ORCC III Financing II and on any payments received by ORCC III Financing II in respect of those assets. Assets pledged to the lenders will not be available to pay our debts.

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

SPV Asset Facility III

On March 20, 2024 (the “SPV Asset Facility III Closing Date”), OBDC III Financing III LLC (“OBDC III Financing III”), a Delaware limited liability company and newly formed subsidiary, entered into a Credit Agreement (the “SPV Asset Facility III”), with OBDC III Financing III, 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, and Alter Domus (US) LLC, as collateral custodian.

From time to time, we expect to sell and contribute certain investments to OBDC III Financing III pursuant to a Sale and Contribution Agreement, dated as of the SPV Asset Facility III Closing Date, by and between us and OBDC III Financing III. 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 OBDC III Financing III, including the purchase of such assets from us. We retain a residual interest in assets contributed to or acquired by OBDC III Financing III through our ownership of OBDC III Financing III. The maximum principal amount of the SPV Asset Facility III is $300.0 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 OBDC III Financing III’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 Availability Period”). Unless otherwise terminated, the SPV Asset Facility III will mature on March 20, 2029 (the “SPV Asset Facility III Maturity Date”). 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 Maturity Date, proceeds received by OBDC III Financing III 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 Maturity Date, OBDC III Financing III 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 Daily Simple CORRA plus an adjustment of 0.29547%, and amounts drawn in Euros are benchmarked to EURIBOR, and in each case plus a spread equal to the Applicable Rate. The “Applicable Rate” ranges from 1.75% to 2.50% 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. During the Availability Period, there is a commitment fee subject to minimum utilization, calculated on a daily basis, ranging from 0.25% to 1.25% on the undrawn amount under the Secured Credit Facility. The SPV Asset Facility III contains customary covenants, including certain limitations on the activities of OBDC III Financing III, 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 OBDC III Financing III and on any payments received by OBDC III Financing III in respect of those assets. Assets pledged to the lenders under the SPV Asset Facility III will not be available to pay our debts.

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

CLOs

CLO XIV

On November 21, 2023 (the “CLO XIV Closing Date”), we completed a $397.3 million term debt securitization transaction (the “CLO XIV Transaction”), also known as a collateralized loan obligation transaction, which is a form of secured financing incurred by us. The secured notes and preferred shares issued in the CLO XIV Transaction and the secured loan borrowed in the CLO XIV Transaction were issued and incurred, as applicable, by our consolidated subsidiary Blue Owl CLO XIV, LLC, a limited liability organized under the laws of the State of Delaware (the “CLO XIV Issuer”) and are backed by a portfolio of collateral obligations consisting of middle-market loans and participation interests in middle-market loans as well as by other assets of the CLO XIV Issuer.

The CLO XIV Transaction was executed by (A) the issuance of the following classes of notes and preferred shares pursuant to an indenture and security agreement dated as of the Closing Date (the “CLO XIV Indenture”), by and among the CLO XIV Issuer and State Street Bank and Trust Company: (i) $203.0 million of AAA(sf) Class A Notes, which bear interest at three-month term SOFR plus 2.40% and (ii) $32.0 million of AA(sf) Class B Notes, which bear interest at three-month term SOFR plus 3.25% (together, the “CLO XIV Secured Notes”) and (B) the borrowing by the CLO XIV Issuer of $25.0 million under floating rate Class A-L loans (the “CLO XIV Class A-L Loans” and together with the CLO XIV Secured Notes, the “CLO XIV Debt”). The CLO XIV Class A-L Loans bear interest at three-month term SOFR plus 2.40%. The CLO XIV Class A-L Loans were borrowed under a credit agreement (the “CLO XIV Class A-L Credit Agreement”), dated as of the CLO XIV Closing Date, by and among the CLO XIV Issuer, as borrower, various financial institutions, as lenders, and State Street Bank and Trust Company, as collateral trustee and loan agent. The CLO XIV Debt is secured by middle-market loans, participation interests in middle-market loans and other assets of the CLO XIV Issuer. The CLO XIV Debt is scheduled to mature on the Payment Date (as defined in the CLO XIV Indenture) in October, 2035. The CLO XIV Secured Notes were privately placed by SG Americas Securities, LLC as Initial Purchaser.

Concurrently with the issuance of the CLO XIV Secured Notes and the borrowing under the CLO XIV Class A-L Loans, the CLO XIV Issuer issued approximately $137.3 million of subordinated securities in the form of 137,300 preferred shares at an issue price of U.S.$1,000 per share (the “CLO XIV Preferred Shares”). The CLO XIV Preferred Shares were issued by the CLO XIV Issuer as part of its issued share capital and are not secured by the collateral securing the CLO XIV Debt. We purchased all of the CLO XIV Preferred Shares. We act as retention holder in connection with the CLO XIV Transaction for the purposes of satisfying certain U.S. and European Union regulations requiring sponsors of securitization transactions to retain exposure to the performance of the securitized assets and as such are required to retain a portion of the CLO XIV Preferred Shares.

As part of the CLO XIV Transaction, we entered into a loan sale agreement with the CLO XIV Issuer dated as of the CLO XIV Closing Date (the “CLO XIV OBDC III Loan Sale Agreement”), which provided for the contribution of approximately $167.3 million funded par amount of middle-market loans from us to the CLO XIV Issuer on the CLO XIV Closing Date and for future sales from us to the CLO XIV Issuer on an ongoing basis. Such loans constituted part of the initial portfolio of assets securing the CLO XIV Debt. The remainder of the initial portfolio assets securing the CLO XIV Debt consisted of approximately $204.0 million funded par amount of middle-market loans purchased by the CLO XIV Issuer from ORCC III Financing LLC, a wholly-owned subsidiary of ours, under an additional loan sale agreement executed on the CLO XIV Closing Date between the CLO XIV Issuer and ORCC III Financing LLC (the “CLO XIV ORCC III Financing Loan Sale Agreement”). We and ORCC III Financing LLC each made customary representations, warranties, and covenants to the CLO XIV Issuer under the applicable loan sale agreement. No gain or loss was recognized as a result of these sales or contributions.

Through October 20, 2027, a portion of the proceeds received by the CLO XIV Issuer from the loans securing the CLO XIV Secured Notes may be used by the CLO XIV Issuer to purchase additional middle-market loans under the direction of the Adviser, in its capacity as collateral manager for the CLO XIV Issuer and in accordance with our investing strategy and ability to originate eligible middle-market loans.

The CLO XIV Debt is the secured obligation of the CLO XIV Issuer, and the CLO XIV Indenture and CLO XIV Class A-L Credit Agreement each includes customary covenants and events of default. The CLO XIV Secured Notes have not been registered under the Securities Act, or any state securities (e.g., “blue sky”) laws, and may not be offered or sold

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in the United States absent registration with the Securities and Exchange Commission or pursuant to an applicable exemption from such registration.

The Adviser will serve as collateral manager for the CLO XIV Issuer under a collateral management agreement dated as of the CLO XIV Closing Date. The Adviser is entitled to receive fees for providing these services. The Adviser has waived its right to receive such fees but may rescind such waiver at any time; provided, however, that if the Adviser rescinds such waiver, the management fee payable to the Adviser pursuant to the Amended and Restated Investment Advisory Agreement, dated May 18, 2021, between the Adviser and us will be offset by the amount of the collateral management fee attributable to the CLO XIV Issuer’s equity or notes owned by us.

Unsecured Notes

2027 Notes

On October 13, 2021, we issued $325.0 million aggregate principal amount of notes that mature on April 13, 2027 (the notes initially issued on October 13, 2021, together with the registered notes issued in the exchange offer described below, the “2027 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. When initially issued, the 2027 Notes were not registered under the Securities Act and could not be offered or sold in the United States absent registration or an applicable exemption from registration.

The 2027 Notes were issued pursuant to an Indenture dated as of October 13, 2021 (the “Base Indenture”), between the 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 October 13, 2021 (the “First Supplemental Indenture” and together with the Base Indenture, the “Indenture”), between the Company and the Trustee. The Notes will mature on April 13, 2027 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 Indenture. The 2027 Notes bear interest at a rate of 3.125% per year, payable semi-annually on April 13 and October 13 of each year, commencing on April 13, 2022. Concurrent with the issuance of the 2027 Notes, we entered into a Registration Rights Agreement (the “2027 Registration Rights Agreement”) for the benefit of the purchasers of the 2027 Notes. Pursuant to the terms of the 2027 Registration Rights Agreement, we filed a registration statement with the SEC and, on August 25, 2022, commenced an offer to exchange the notes initially issued on October 13, 2021 for newly registered notes with substantially similar terms, which expired on September 28, 2022 and was completed promptly thereafter.

The 2027 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 2027 Notes. The 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. The 2027 Notes rank effectively subordinated, or junior, to any of our existing and 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 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 Indenture contains certain covenants, including covenants requiring us to (i) comply with the asset coverage requirements of the Investment Company Act of 1940, as amended, whether or not we are subject to those requirements, and (ii) provide financial information to the holders of the 2027 Notes and the Trustee if we are no longer subject to the reporting requirements under the Securities Exchange Act of 1934, as amended. 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 Indenture, occurs prior to maturity, holders of the 2027 Notes will have the right, at their option, to require us to repurchase for cash some or all of the 2027 Notes at a repurchase price equal to 100% of the aggregate principal amount of the 2027 Notes being repurchased, plus accrued and unpaid interest to, but excluding, the repurchase date.

Series 2022A Notes

On July 21, 2022, we entered into a Master Note Purchase Agreement (the “Note Purchase Agreement”) governing the issuance of (i) $142.0 million in aggregate principal amount of Series 2022A Notes, Tranche A, due July 21, 2025, with a fixed interest rate of 7.50% per year (the “July 2025 Notes”) and (ii) $190.0 million in aggregate principal amount of Series 2022A Notes, Tranche B, due July 21, 2027, with a fixed interest rate of 7.58% per year (the “July 2027 Notes” and,

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together with the July 2025 Notes, the “Series 2022A Notes”), in each case, to qualified institutional investors in a private placement. The Series 2022A Notes are guaranteed by certain domestic subsidiaries of ours.

Interest on the Series 2022A Notes will be due semiannually on January 21 and July 21 each year, beginning on January 21, 2023. The Series 2022A Notes may be redeemed in whole or in part at any time or from time to time at our option at par plus accrued interest to the prepayment date and, if applicable, a make-whole premium. In addition, we are obligated to offer to prepay the Series 2022A Notes at par plus accrued and unpaid interest up to, but excluding, the date of prepayment, if certain change in control events occur. The Series 2022A Notes are general unsecured obligations of ours that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by us.

The Note Purchase Agreement contains customary terms and conditions for senior unsecured notes issued in a private placement, including, without limitation, affirmative and negative covenants such as information reporting, maintenance of our status as a BDC within the meaning of the 1940 Act, a minimum net worth of $800.0 million and a minimum asset coverage ratio of 1.50 to 1.00.

In addition, in the event that a Below Investment Grade Event (as defined in the Note Purchase Agreement) occurs, the Series 2022A Notes will bear interest at a fixed rate per annum which is 1.00% above the stated rate of the Series 2022A Notes from the date of the occurrence of the Below Investment Grade Event to and until the date on which the Below Investment Grade Event is no longer continuing. In the event that a Secured Debt Ratio Event (as defined in the Note Purchase Agreement) occurs, the Series 2022A Notes will bear interest at a fixed rate per annum which is 1.50% above the stated rate of the Series 2022A Notes from the date of the occurrence of the Secured Debt Ratio Event to and until the date on which the Below Investment Grade Event is no longer continuing. In the event that both a Below Investment Grade Event and a Secured Debt Ratio Event have occurred and are continuing, the Series 2022A Notes will bear interest at a fixed rate per annum which is 2.00% above the stated rate of the Series 2022A Notes from the date of the occurrence of the later to occur of the Below Investment Grade Event and the Secured Debt Ratio Event to and until the date on which one of such events is no longer continuing.

The Note Purchase Agreement also contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, certain cross-defaults or cross-acceleration under other indebtedness of the Company, certain judgments and orders and certain events of bankruptcy.

Series 2022B Notes

On December 22, 2022, we entered into a First Supplement to the Note Purchase Agreement (the “First Supplement”) governing the issuance of $60.0 million in aggregate principal amount of Series 2022B Notes, due July 21, 2027, with a fixed interest rate of 7.58% per year (the “Series 2022B Notes”). Except as otherwise expressly set forth in the First Supplement, the terms of the Note Purchase Agreement that apply to the July 2027 Notes apply to the Series 2022B Notes, including, without limitation, the material terms described above.

Series 2023A Notes

On June 29, 2023, we entered into a Second Supplement to the Note Purchase Agreement (the “Second Supplement”) governing the issuance of $100.0 million in aggregate principal amount of Series 2023A Notes, due June 29, 2028, with a fixed interest rate of 8.10% per year (the “Series 2023A Notes”). Except as otherwise expressly set forth in the Second Supplement, the terms of the Note Purchase Agreement that apply to the July 2027 Notes apply to the Series 2023A Notes, including, without limitation, the material terms described above.

Promissory Note

On September 13, 2021, we as borrower, entered into a Loan Agreement (the “FIC Agreement”) with Owl Rock Feeder FIC BDC III LLC (“Feeder FIC”), an affiliate of the Adviser, as lender, to enter into revolving promissory notes (the “Promissory Notes”) to borrow up to an aggregate of $250.0 million from Feeder FIC. On February 23, 2022, we entered into an amendment to the FIC Agreement to reduce the amount that could be borrowed pursuant to the Promissory Notes from $250 million to $150 million. Under the FIC Agreement, we could re-borrow any amount repaid; however, there is no funding commitment between Feeder FIC and us.

The interest rate on amounts borrowed pursuant to the Promissory Notes, prior to February 23, 2022, 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,

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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 the Promissory Notes after February 23, 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 unpaid principal balance of any Promissory Note and accrued interest thereon was payable by us from time to time at our discretion but immediately due and payable upon 120 days written notice by Feeder FIC, and in any event due and payable in full no later than February 28, 2023. We intend to use the borrowed funds to make investments in portfolio companies consistent with our investment strategies.

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

Off-Balance Sheet Arrangements

Portfolio Company Commitments

From time to time, we may enter into commitments to fund investments. The table below presents the outstanding commitments we had to fund investments in current portfolio companies as of the following periods:

Portfolio Company	Investment	March 31, 2024		December 31, 2023
($ in thousands)
AAM Series 2.1 Aviation Feeder, LLC	LLC Interest	$	—	$	51
AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC	LLC Interest	667		887
Allied Benefit Systems Intermediate LLC	First lien senior secured delayed draw term loan	928		928
AmeriLife Holdings LLC	First lien senior secured delayed draw term loan	—		305
AmeriLife Holdings LLC	First lien senior secured delayed draw term loan	1,377		1,528
AmeriLife Holdings LLC	First lien senior secured revolving loan	909		909
Anaplan, Inc.	First lien senior secured revolving loan	1,944		1,944
Apex Service Partners, LLC	First lien senior secured delayed draw term loan	787		1,352
Apex Service Partners, LLC	First lien senior secured revolving loan	359		533
Aptean Acquiror, Inc.	First lien senior secured delayed draw term loan	2,700		—
Aptean Acquiror, Inc.	First lien senior secured revolving loan	1,456		—
Arctic Holdco, LLC (dba Novvia Group)	First lien senior secured delayed draw term loan	2,292		2,292
Ascend Buyer, LLC (dba PPC Flexible Packaging)	First lien senior secured revolving loan	3,404		3,404

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Portfolio Company	Investment	March 31, 2024	December 31, 2023
Associations, Inc.	First lien senior secured delayed draw term loan	3	3
Associations, Inc.	First lien senior secured revolving loan	2,586	3,437
Aurelia Netherlands Midco 2 B.V.	First lien senior secured EUR delayed draw term loan	7,551	7,723
Aurelia Netherlands Midco 2 B.V.	First lien senior secured NOK delayed draw term loan	7,566	8,082
Aurelia Netherlands Midco 2 B.V.	First lien senior secured EUR revolving loan	839	858
Avalara, Inc.	First lien senior secured revolving loan	2,727	2,727
AWP Group Holdings, Inc.	First lien senior secured delayed draw term loan	153	153
AWP Group Holdings, Inc.	First lien senior secured revolving loan	89	99
Azurite Intermediate Holdings, Inc. (dba Alteryx, Inc.)	First lien senior secured delayed draw term loan	2,672	—
Azurite Intermediate Holdings, Inc. (dba Alteryx, Inc.)	First lien senior secured revolving loan	428	—
Bamboo US BidCo LLC	First lien senior secured delayed draw term loan	344	358
Bamboo US BidCo LLC	First lien senior secured revolving loan	513	513
Bayshore Intermediate #2, L.P. (dba Boomi)	First lien senior secured revolving loan	1,381	1,275
BCPE Osprey Buyer, Inc. (dba PartsSource)	First lien senior secured delayed draw term loan	12,143	12,143
BCPE Osprey Buyer, Inc. (dba PartsSource)	First lien senior secured revolving loan	2,635	3,889
BCTO BSI Buyer, Inc. (dba Buildertrend)	First lien senior secured revolving loan	1,527	1,527
Belmont Buyer, Inc. (dba Valenz)	First lien senior secured delayed draw term loan	523	523
Belmont Buyer, Inc. (dba Valenz)	First lien senior secured revolving loan	436	436
Blast Bidco Inc. (dba Bazooka Candy Brands)	First lien senior secured revolving loan	993	993
BP Veraison Buyer, LLC (dba Sun World)	First lien senior secured revolving loan	4,459	4,459
BradyIFS Holdings, LLC (fka Individual Foodservice Holdings, LLC)	First lien senior secured delayed draw term loan	4,165	4,165
BradyIFS Holdings, LLC (fka Individual Foodservice Holdings, LLC)	First lien senior secured revolving loan	4,245	4,245
Brightway Holdings, LLC	First lien senior secured revolving loan	1,789	1,158
Broadcast Music, Inc. (fka Otis Merger Sub, Inc.)	First lien senior secured revolving loan	3,461	—

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Portfolio Company	Investment	March 31, 2024	December 31, 2023
Catalis Intermediate, Inc. (fka GovBrands Intermediate, Inc.)	First lien senior secured revolving loan	577	577
CivicPlus, LLC	First lien senior secured revolving loan	1,035	683
Coupa Holdings, LLC	First lien senior secured delayed draw term loan	70	70
Coupa Holdings, LLC	First lien senior secured revolving loan	54	54
Crewline Buyer, Inc. (dba New Relic)	First lien senior secured revolving loan	3,807	3,807
Denali Buyerco, LLC (dba Summit Companies)	First lien senior secured revolving loan	6,080	6,080
Dresser Utility Solutions, LLC	First lien senior secured delayed draw term loan	1,642	—
Dresser Utility Solutions, LLC	First lien senior secured revolving loan	2,299	—
EET Buyer, Inc. (dba e-Emphasys)	First lien senior secured revolving loan	1,564	1,564
Endries Acquisition, Inc.	First lien senior secured delayed draw term loan	731	4,630
Endries Acquisition, Inc.	First lien senior secured delayed draw term loan	1,781	1,781
Entertainment Benefits Group, LLC	First lien senior secured revolving loan	80	80
EOS U.S. Finco LLC	First lien senior secured delayed draw term loan	1,244	1,244
Evolution BuyerCo, Inc. (dba SIAA)	First lien senior secured delayed draw term loan	4,149	4,978
Evolution BuyerCo, Inc. (dba SIAA)	First lien senior secured revolving loan	2,230	2,230
FARADAY BUYER, LLC (dba MacLean Power Systems)	First lien senior secured delayed draw term loan	4,815	4,815
Fiesta Purchaser, Inc.	First lien senior secured revolving loan	4,966	—
Finastra USA, Inc.	First lien senior secured revolving loan	1,015	916
Forescout Technologies, Inc.	First lien senior secured delayed draw term loan	9,750	9,750
Forescout Technologies, Inc.	First lien senior secured revolving loan	2,288	2,288
Fortis Solutions Group, LLC	First lien senior secured revolving loan	2,991	2,991
FR Vision Holdings, Inc.	First lien senior secured delayed draw term loan	3,119	—
FR Vision Holdings, Inc.	First lien senior secured revolving loan	1,055	—
Fullsteam Operations, LLC	First lien senior secured delayed draw term loan	388	726

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Portfolio Company	Investment	March 31, 2024	December 31, 2023
Fullsteam Operations, LLC	First lien senior secured delayed draw term loan	335	463
Fullsteam Operations, LLC	First lien senior secured multi-draw term loan	1,852	—
Fullsteam Operations, LLC	First lien senior secured multi-draw term loan	463	—
Fullsteam Operations, LLC	First lien senior secured revolving loan	185	185
Gainsight, Inc.	First lien senior secured revolving loan	448	448
Galls, LLC	First lien senior secured delayed draw term loan	8,125	—
Galls, LLC	First lien senior secured revolving loan	2,762	—
Galway Borrower LLC	First lien senior secured delayed draw term loan	1,554	—
Galway Borrower LLC	First lien senior secured revolving loan	164	—
Gaylord Chemical Company, L.L.C.	First lien senior secured revolving loan	3,972	3,972
Gerson Lehrman Group, Inc.	First lien senior secured revolving loan	1,674	—
GI Ranger Intermediate, LLC (dba Rectangle Health)	First lien senior secured revolving loan	1,673	669
Global Music Rights, LLC	First lien senior secured revolving loan	7,788	7,500
Granicus, Inc.	First lien senior secured delayed draw term loan	1,446	—
Granicus, Inc.	First lien senior secured revolving loan	—	939
Granicus, Inc.	First lien senior secured revolving loan	1,371	—
GS Acquisitionco, Inc. (dba insightsoftware)	First lien senior secured delayed draw term loan	990	—
GS Acquisitionco, Inc. (dba insightsoftware)	First lien senior secured revolving loan	247	—
Hercules Borrower, LLC (dba The Vincit Group)	First lien senior secured revolving loan	4,298	4,298
Hissho Sushi Merger Sub LLC	First lien senior secured revolving loan	70	70
Hyland Software, Inc.	First lien senior secured revolving loan	678	678
Icefall Parent, Inc. (dba EngageSmart)	First lien senior secured revolving loan	1,069	—
Icefall Parent, Inc. (dba EngageSmart)	First lien senior secured delayed draw term loan	—	439
Ideal Image Development, LLC	First lien senior secured revolving loan	488	—

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Portfolio Company	Investment	March 31, 2024	December 31, 2023
IG Investments Holdings, LLC (dba Insight Global)	First lien senior secured revolving loan	5,419	5,419
Indigo Buyer, Inc. (dba Inovar Packaging Group)	First lien senior secured revolving loan	40	60
Indikami Bidco, LLC (dba IntegriChain)	First lien senior secured delayed draw term loan	704	704
Indikami Bidco, LLC (dba IntegriChain)	First lien senior secured revolving loan	402	503
Integrity Marketing Acquisition, LLC	First lien senior secured delayed draw term loan	1,599	1,599
Integrity Marketing Acquisition, LLC	First lien senior secured revolving loan	397	397
Ocala Bidco, Inc.	First lien senior secured delayed draw term loan	2,870	5,399
Interoperability Bidco, Inc. (dba Lyniate)	First lien senior secured revolving loan	233	218
Kaseya Inc.	First lien senior secured delayed draw term loan	456	456
Kaseya Inc.	First lien senior secured revolving loan	365	365
KENE Acquisition, Inc.	First lien senior secured delayed draw term loan	2,753	—
KENE Acquisition, Inc.	First lien senior secured revolving loan	826	—
KPSKY Acquisition, Inc. (dba BluSky)	First lien senior secured delayed draw term loan	2,316	2,316
KRIV Acquisition Inc. (dba Riveron)	First lien senior secured delayed draw term loan	263	263
KRIV Acquisition Inc. (dba Riveron)	First lien senior secured revolving loan	237	237
KWOL Acquisition Inc. (dba Worldwide Clinical Trials)	First lien senior secured revolving loan	1,674	1,172
Lignetics Investment Corp.	First lien senior secured revolving loan	6,627	1,275
LSI Financing 1 DAC	Preferred equity	9,416	—
Mario Purchaser, LLC (dba Len the Plumber)	First lien senior secured delayed draw term loan	387	1,492
Mario Purchaser, LLC (dba Len the Plumber)	First lien senior secured revolving loan	552	387
Medline Borrower, LP	First lien senior secured revolving loan	1,847	1,847
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	5,106	5,106
Ministry Brands Holdings, LLC	First lien senior secured revolving loan	908	471

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Portfolio Company	Investment	March 31, 2024	December 31, 2023
Monotype Imaging Holdings Inc.	First lien senior secured delayed draw term loan	3,026	—
Monotype Imaging Holdings Inc.	First lien senior secured revolving loan	4,539	—
National Dentex Labs LLC (fka Barracuda Dental LLC)	First lien senior secured revolving loan	31	390
Natural Partners, LLC	First lien senior secured revolving loan	170	170
Nelipak Holding Company	First lien senior secured delayed draw term loan	2,430	—
Nelipak Holding Company	First lien senior secured revolving loan	1,269	—
NELIPAK EUROPEAN HOLDINGS COÖPERATIEF U.A.	First lien senior secured EUR delayed draw term loan	4,805	—
NELIPAK EUROPEAN HOLDINGS COÖPERATIEF U.A.	First lien senior secured EUR revolving loan	897	—
NMI Acquisitionco, Inc. (dba Network Merchants)	First lien senior secured revolving loan	558	558
Notorious Topco, LLC (dba Beauty Industry Group)	First lien senior secured revolving loan	3,521	4,930
The Better Being Co., LLC (fka Nutraceutical International Corporation)	First lien senior secured revolving loan	515	294
OB Hospitalist Group, Inc.	First lien senior secured revolving loan	4,202	4,202
Pacific BidCo Inc.	First lien senior secured delayed draw term loan	1,145	1,145
Park Place Technologies, LLC	First lien senior secured delayed draw term loan	1,472	—
Park Place Technologies, LLC	First lien senior secured revolving loan	1,104	—
Patriot Acquisition TopCo S.A.R.L (dba Corza Health, Inc.)	First lien senior secured revolving loan	2,654	2,086
PDI TA Holdings, Inc.	First lien senior secured delayed draw term loan	6,104	—
PDI TA Holdings, Inc.	First lien senior secured revolving loan	1,837	—
PetVet Care Centers, LLC	First lien senior secured delayed draw term loan	3,322	3,322
PetVet Care Centers, LLC	First lien senior secured revolving loan	3,487	3,486
Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services)	First lien senior secured revolving loan	1,552	1,552
Plasma Buyer LLC (dba Pathgroup)	First lien senior secured delayed draw term loan	20	176
Plasma Buyer LLC (dba Pathgroup)	First lien senior secured revolving loan	30	50
Pluralsight, LLC	First lien senior secured revolving loan	—	289

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Portfolio Company	Investment	March 31, 2024	December 31, 2023
PPV Intermediate Holdings, LLC	First lien senior secured delayed draw term loan	1,725	1,725
PPV Intermediate Holdings, LLC	First lien senior secured revolving loan	2,014	2,014
Premise Health Holding	First lien senior secured revolving loan	1,776	—
QAD Inc.	First lien senior secured revolving loan	6,000	6,000
Quva Pharma, Inc.	First lien senior secured revolving loan	945	1,182
Relativity ODA LLC	First lien senior secured revolving loan	1,480	1,480
RL Datix Holdings (USA), Inc.	First lien senior secured revolving loan	1,994	1,167
Sailpoint Technologies Holdings, Inc.	First lien senior secured revolving loan	2,179	2,179
Securonix, Inc.	First lien senior secured revolving loan	153	153
Sensor Technology Topco, Inc. (dba Humanetics)	First lien senior secured revolving loan	668	703
Simplisafe Holding Corporation	First lien senior secured delayed draw term loan	189	189
Smarsh Inc.	First lien senior secured delayed draw term loan	95	95
Smarsh Inc.	First lien senior secured revolving loan	5	8
Sonny's Enterprises, LLC	First lien senior secured delayed draw term loan	232	356
Sonny's Enterprises, LLC	First lien senior secured revolving loan	4,491	4,491
Spotless Brands, LLC	First lien senior secured revolving loan	1,305	1,023
SWK BUYER, Inc. (dba Stonewall Kitchen)	First lien senior secured revolving loan	70	70
Tamarack Intermediate, L.L.C. (dba Verisk 3E)	First lien senior secured delayed draw term loan	50	50
Tamarack Intermediate, L.L.C. (dba Verisk 3E)	First lien senior secured revolving loan	112	112
TC Holdings, LLC (dba TrialCard)	First lien senior secured revolving loan	268	268
TEMPO BUYER CORP. (dba Global Claims Services)	First lien senior secured revolving loan	2,992	3,508
Circana Group, L.P. (fka The NPD Group, L.P.)	First lien senior secured revolving loan	664	1,238
The Shade Store, LLC	First lien senior secured delayed draw term loan	9,170	—
The Shade Store, LLC	First lien senior secured revolving loan	4,136	2,127

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Portfolio Company	Investment	March 31, 2024		December 31, 2023
Thunder Purchaser, Inc. (dba Vector Solutions)	First lien senior secured revolving loan	949		1,255
Troon Golf, L.L.C.	First lien senior secured revolving loan	5,405		5,405
Ultimate Baked Goods Midco, LLC	First lien senior secured revolving loan	2,000		2,000
Unified Women's Healthcare, LP	First lien senior secured delayed draw term loan	5,000		9,000
Unified Women's Healthcare, LP	First lien senior secured delayed draw term loan	7,190		—
Unified Women's Healthcare, LP	First lien senior secured revolving loan	88		88
USRP Holdings, Inc. (dba U.S. Retirement and Benefits Partners)	First lien senior secured revolving loan	1,096		1,096
Velocity HoldCo III Inc. (dba VelocityEHS)	First lien senior secured revolving loan	322		322
Walker Edison Furniture Company LLC	First lien senior secured delayed draw term loan	1,208		2,083
When I Work, Inc.	First lien senior secured revolving loan	4,164		4,164
XRL 1 LLC (dba XOMA)	First lien senior secured delayed draw term loan	500		500
Zendesk, Inc.	First lien senior secured delayed draw term loan	5,857		5,857
Zendesk, Inc.	First lien senior secured revolving loan	2,412		2,412
Total Unfunded Portfolio Company Commitments		$	355,995	$	262,051

We seek to carefully consider our unfunded portfolio company commitments for the purpose of planning our ongoing financial leverage. Further, we consider any outstanding unfunded portfolio company commitments we are required to fund within the 150% asset coverage limitation. As of March 31, 2024, we believed we had adequate financial resources to satisfy the unfunded portfolio company commitments.

Investor Commitments

We had raised approximately $1.76 billion in total Capital Commitments from investors, of which $62.4 million is from entities affiliated with or related to the Adviser. As of June 16, 2022, all Capital Commitments had been drawn.

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. At March 31, 2024, we were not aware of any material pending or threatened litigation that would require accounting recognition or financial statement disclosure.

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Contractual Obligations

A summary of our contractual payment obligations under our credit facilities as of March 31, 2024 is as follows:

	Payments Due by Period
($ in millions)	Total		Less than 1 year		1-3 years		3-5 years		After 5 years
Revolving Credit Facility	418.8		—		—		418.8		—
SPV Asset Facility I	265.0		—		—		265.0		—
SPV Asset Facility II	290.0		—		290.0		—		—
SPV Asset Facility III	100.0		—		—		100.0		—
CLO XIV	260.0		—		—		—		260.0
2027 Notes	325.0		—		—		325.0		—
July 2025 Notes	142.0		—		142.0		—		—
July 2027 Notes	250.0		—		—		250.0		—
Series 2023A Notes	100.0		—		—		100.0		—
Total Contractual Obligations	$	2,150.8	$	—	$	432.0	$	1,458.8	$	260.0

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; and

•the License Agreement.

In addition to the aforementioned agreements, we rely on exemptive relief that has been granted to OCA and certain of its affiliates to permit us 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.

We invest in Amergin AssetCo, Fifth Season and LSI Financing, affiliated investments as defined in the 1940 Act. See “ITEM 1. – Notes to Consolidated Financial Statements – Note 3. Agreements and Related Party Transactions” 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 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.

Rule 2a-5 under the 1940 Act establishes requirements for determining fair value in good faith for purposes of the 1940 Act. Pursuant to Rule 2a-5, the Board designated the Adviser as the Company's valuation designee to perform fair value determinations relating to the value of assets held by the Company for which market quotations are not readily available.

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Investments for which market quotations are readily available are typically valued at the average 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 Adviser, as the valuation designee, based on, among other things, the input of the independent third-party valuation firm(s) engaged at the direction of our Adviser.

As part of the valuation process, our Adviser, as the valuation designee, 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.

Our Adviser, as the valuation designee, 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 average 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;

•Our Adviser, as the valuation designee, reviews the recommended valuations and determines the fair value of each investment;

•Each quarter, our Adviser, as the valuation designee, provides the Audit Committee a summary or description of material fair value matters that occurred in the prior quarter and on an annual basis, our Adviser, as the valuation designee, will provide the Audit Committee with a written assessment of the adequacy and effectiveness of its fair value process; and

•The Audit Committee oversees the valuation designee and will report to the Board on any valuation matters requiring the Board’s attention.

We conduct this valuation process on a quarterly basis.

We apply 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, our Adviser, as the valuation designee, evaluates the source

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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), our Adviser, as the valuation designee, 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, our Adviser, as the valuation designee, 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.

The Company applies the practical expedient provided by the ASC Topic 820 relating to investments in certain entities that calculate net asset value per share (or its equivalent). ASC Topic 820 permits an entity holding investments in certain entities that either are investment companies, or have attributes similar to an investment company, and calculate NAV per share or its equivalent for which the fair value is not readily determinable, to measure the fair value of such investments on the basis of that NAV per share, or its equivalent, without adjustment. Investments which are valued using NAV per share as a practical expedient are not categorized within the fair value hierarchy as per ASC Topic 820.

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, 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.

Financial and Derivative Instruments

Rule 18f-4 requires BDCs that use derivatives to, among other things, comply with a value-at-risk leverage limit, adopt a derivatives risk management program, and implement certain testing and board reporting procedures. Rule 18f-4 exempts BDCs that qualify as “limited derivatives users” from the aforementioned requirements, provided that these BDCs adopt written policies and procedures that are reasonably designed to manage the BDC’s derivatives risks and comply with certain recordkeeping requirements. Rule 18f-4 provides that a BDC may enter into an unfunded commitment agreement that is not a derivatives transaction, such as an agreement to provide financing to a portfolio company, if the BDC has, among other things, a reasonable belief, at the time it enters into such an agreement, that it will have sufficient cash and cash equivalents to meet its obligations with respect to all of its unfunded commitment agreements, in each case as it becomes due. Pursuant to Rule 18f-4, when we trade reverse repurchase agreements or similar financing transactions, including certain tender option bonds, we need to aggregate the amount of any other senior securities representing indebtedness (e.g., bank borrowings, if applicable) when calculating our asset coverage ratio. The Company does not currently use derivatives and, as a result, qualifies as a limited derivatives user and expects to continue to do so. The Company has adopted a derivatives policy and complies with the recordkeeping requirements of Rule 18f-4.

Interest and Dividend Income Recognition

Interest income is recorded on the accrual basis and includes amortization and accretion of premiums or discounts. Certain investments may have contractual payment-in-kind (“PIK”) interest or dividends. PIK interest or dividends represent accrued interest or dividends that are added to the principal amount of the investment on the respective interest or dividend payment dates rather than being paid in cash and generally becomes due at maturity or at the occurrence of a liquidation event. Discounts and premiums to par value on securities purchased are 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.

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

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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.

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.

Distributions

We have elected to be treated for U.S. federal income tax purposes, and intend to qualify annually thereafter, 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 distribution for tax purposes equal to at least the sum of:

•90% 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

•90% of our 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 U.S. federal income tax at corporate rates. 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.

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 quarterly 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.

We have adopted an “opt out” dividend reinvestment plan for our common shareholders. As a result, if we declare a cash dividend or other distribution, each shareholder that has not “opted out” of our dividend reinvestment plan will have their dividends or distributions automatically reinvested in additional shares of our common stock rather than receiving

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cash distributions. 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 the taxable year ending December 31, 2020 and intend to continue to qualify annually thereafter as a RIC. So long as we maintain our tax treatment as a RIC, we generally will not pay U.S. federal income taxes at corporate rates 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 generally 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. federal excise tax on this income.

Certain consolidated subsidiaries or ours are subject to U.S. federal and state corporate-level income taxes.

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, 2023. As applicable, our prior three tax years remain subject to examination by U.S. federal, state and local tax authorities.

Recent Developments

Joint Venture

On May 6, 2024, we entered into an agreement with each of Blue Owl Capital Corporation, Blue Owl Capital Corporation II, Blue Owl Credit Income Corp., Blue Owl Technology Finance Corp., Blue Owl Technology Finance Corp. II and Blue Owl Technology Income Corp. (together with us, the “Blue Owl BDCs”) and the State Teachers Retirement System of Ohio (“OSTRS”) to co-manage Blue Owl Credit SLF LLC (“Credit SLF”), a joint venture that is expected to invest primarily in senior secured loans to middle market companies, broadly syndicated loans and in senior and subordinated notes issued by collateralized loan obligations. Each of the Blue Owl BDCs has agreed to initial commitments to Credit SLF totaling $50.0 million in the aggregate, of which we have agreed to contribute $6.3 million, representing an approximately 11.0% economic ownership. OSTRS will initially commit $7.1 million, representing a 12.5% economic ownership. Credit SLF is managed by a board consisting of an equal number of representatives appointed by each member and which acts unanimously. Investment decisions must be approved by Credit SLF’s board.

Distributions Declared

On May 7, 2024, the Board declared a second quarter 2024 regular dividend of $0.35 per share, payable on or before July 15, 2024 to shareholders of record as of June 28, 2024.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are subject to financial market risks, including valuation risk, interest rate risk, currency risk, credit risk and inflation risk.

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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 the Adviser, as our valuation designee, based on, among other things, the input of the independent third-party valuation firm(s) engaged at the direction of the Adviser, as our valuation designee, 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 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 March 31, 2024, 98.2% of our debt investments based on fair value were at floating rates. Additionally, the weighted average floor, based on fair value, of our debt investments was 0.8%. The Revolving Credit Facility, SPV Asset Facility I, SPV Asset Facility II, SPV Asset Facility III, and CLO XIV bear interest at variable interest rates with interest rate floors of 0.0%. The 2027 Notes, July 2025 Notes, July 2027 Notes and Series 2023A Notes bear interest at a fixed rate.

Based on our Consolidated Statements of Assets and Liabilities as of March 31, 2024, 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 a 3-month reference rate election and there are no changes in our investment and borrowing structure:

($ in thousands)	Interest Income		Interest Expense		Net Income(1)
Up 300 basis points	$	107,205	$	40,014	$	67,191
Up 200 basis points	$	71,470	$	26,676	$	44,794
Up 100 basis points	$	35,735	$	13,338	$	22,397
Down 100 basis points	$	(35,735)	$	(13,338)	$	(22,397)
Down 200 basis points	$	(71,470)	$	(26,676)	$	(44,794)
Down 300 basis points	$	(107,205)	$	(40,014)	$	(67,191)

________________

(1)Excludes the impact of income based fees. See "ITEM 1. — Notes to Consolidated Financial Statements - Note 3. Agreements and Related Party Transactions" 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 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

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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. We also have the ability to borrow in certain foreign currencies under our credit facilities. Instead of entering into a foreign currency forward contract in connection with loans or other investments we have made that are denominated in a foreign currency, we may borrow in that currency to establish a natural hedge against our loan or investment. To the extent the loan or investment is based on a floating rate other than a rate under which we can borrow under our credit facilities, we may seek to utilize interest rate derivatives to hedge our exposure to changes in the associated rate.

Credit Risk

We generally endeavor to minimize our risk of exposure by limiting to reputable financial institutions the counterparties with which we enter into financial transactions. As of March 31, 2024 and December 31, 2023, we held the majority of our cash balances with a single highly rated money center bank and such balances are in excess of Federal Deposit Insurance Corporation insured limits. We seek to mitigate this exposure by monitoring the credit standing of these financial institutions.

Inflation Risk

Inflation is likely to continue in the near to medium-term, particularly in the United States, with the possibility that monetary policy may continue to tighten in response. Persistent inflationary pressures could affect our portfolio companies' profit margins.

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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 Securities Exchange Act of 1934, as amended (the “Exchange Act”), 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 control over financial reporting that occurred during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

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Item 1. Legal Proceedings

Neither we nor the Adviser are 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, 2023, 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, 2023 are not the only risks we face. 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.

On January 31, 2024, pursuant to our dividend reinvestment plan, we issued 313,887 shares of our common stock, at a price of $14.73 per share, to stockholders of record as of December 29, 2023 that did not opt out of our dividend reinvestment plan in order to satisfy the reinvestment portion of our dividends. This issuance was not subject to the registration requirements of the Securities Act.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Rule 10b5-1 Trading Plans

During the fiscal quarter ended March 31, 2024, none of the Company’s directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

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Item 6. Exhibits

Exhibit Number	Description of Exhibits
3.1	Articles of Amendment and Restatement, dated March 23, 2020, as amended through June 22, 2023 (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q, filed on August 10, 2023).
3.2	Amended and Restated Bylaws, dated July 6, 2023 (incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K, filed on June 22, 2023).
10.1*	Amended and Restated Dividend Reinvestment Plan
10.2	Credit Agreement, dated March 20, 2024, among OBDC III Financing III LLC, as Borrower, the Lenders parties thereto, Bank of America, N.A., as Administrative Agent, Blue Owl Diversified Credit Advisors LLC, as Servicer, State Street Bank and Trust Company, as Collateral Agent and Collateral Custodian (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K, filed on March 25, 2024).
10.3	Sale and Contribution Agreement, dated as of March 20, 2024, between Blue Owl Capital Corporation III, as Seller and OBDC III Financing III LLC, as Purchaser (incorporated by reference to Exhibit 10.2 to the Company's Form 8-K, filed on March 25, 2024).
14.1*	Code of Ethics
31.1*	Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities 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.
101.INS	Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

________________

* Filed herein.

**Furnished herein.

SIGNATURES

Pursuant to the requirements of 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.

		Blue Owl Capital Corporation III
Date: May 8, 2024	By:	/s/ Craig W. Packer
		Craig W. Packer
		Chief Executive Officer

157

		Blue Owl Capital Corporation III
Date: May 8, 2024	By:	/s/ Jonathan Lamm
		Jonathan Lamm
		Chief Financial Officer

158