BLUE OWL CAPITAL INC. (OWL)
SIC breadcrumb: Finance, Insurance, And Real Estate > Security And Commodity Brokers, Dealers, Exchanges, And Services > SIC 6282 Investment Advice
SEC company page: https://www.sec.gov/edgar/browse/?CIK=1823945. Latest filing source: 0001823945-26-000009.
Informational only - descriptive public-record data, not investment advice.
Business
Read OWL's verbatim Item 1 Business section from its latest 10-K: Business.
Risk Factors
Read OWL's verbatim Item 1A Risk Factors from its latest 10-K: Risk Factors.
Selected Fundamentals
| Metric | Value | Unit | FY | Filed |
|---|---|---|---|---|
| Revenue | 567,754,000 | USD | 2025 | 2026-02-19 |
| Net income | 78,833,000 | USD | 2025 | 2026-02-19 |
| Assets | 12,467,684,000 | USD | 2025 | 2026-02-19 |
Financials
Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-19. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001823945.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.
| Metric | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|---|
| Revenue | 233,993,000 | 387,346,000 | 527,859,000 | 567,754,000 | |||
| Net income | 22,958,000 | -77,831,000 | -376,171,000 | -9,289,000 | 54,343,000 | 109,584,000 | 78,833,000 |
| Diluted EPS | -0.02 | 0.10 | 0.20 | 0.10 | |||
| Operating cash flow | 44,064,000 | 5,234,000 | 281,658,000 | 728,447,000 | 949,145,000 | 999,555,000 | 1,256,032,000 |
| Capital expenditures | 1,173,000 | 652,000 | 5,261,000 | 65,539,000 | 67,905,000 | 64,187,000 | 57,748,000 |
| Dividends paid | 0.00 | 0.00 | 47,076,000 | 182,550,000 | 247,882,000 | 368,331,000 | 546,657,000 |
| Share buybacks | 0.00 | 0.00 | 78,789,000 | 0.00 | 0.00 | 53,694,000 | |
| Assets | 121,597,000 | 8,266,398,000 | 8,893,075,000 | 8,817,621,000 | 10,992,470,000 | 12,467,684,000 | |
| Liabilities | 622,758,000 | 2,418,828,000 | 3,344,189,000 | 3,539,690,000 | 5,186,434,000 | 6,413,485,000 | |
| Stockholders' equity | 5,000,008 | 1,663,567,000 | 1,604,698,000 | 1,528,239,000 | 2,127,758,000 | 2,205,362,000 | |
| Cash and cash equivalents | 11,630,000 | 42,567,000 | 68,079,000 | 104,160,000 | 152,089,000 | 194,512,000 | |
| Free cash flow | 42,891,000 | 4,582,000 | 276,397,000 | 662,908,000 | 881,240,000 | 935,368,000 | 1,198,284,000 |
Ratios
| Metric | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|---|
| Net margin | -3.97% | 14.03% | 20.76% | 13.89% | |||
| Return on equity | -22.61% | -0.58% | 3.56% | 5.15% | 3.57% | ||
| Return on assets | -64.01% | -4.55% | -0.10% | 0.62% | 1.00% | 0.63% | |
| Liabilities / equity | 1.45 | 2.08 | 2.32 | 2.44 | 2.91 |
Industry Peer Context
Net margin peer context
ROE peer context
ROA peer context
Financial Bridges
Free cash flow = operating cash flow - capital expenditures
Figure provenance: SEC companyfacts FY 2025. Operating cash flow: accession 0001823945-26-000009; concept NetCashProvidedByUsedInOperatingActivities; source concepts us-gaap:NetCashProvidedByUsedInOperatingActivities | Capital expenditures: accession 0001823945-26-000009; concept PaymentsToAcquirePropertyPlantAndEquipment; source concepts us-gaap:PaymentsToAcquirePropertyPlantAndEquipment | Free cash flow: accession 0001823945-26-000009; concept NetCashProvidedByUsedInOperatingActivities - PaymentsToAcquirePropertyPlantAndEquipment; source concepts us-gaap:NetCashProvidedByUsedInOperatingActivities; us-gaap:PaymentsToAcquirePropertyPlantAndEquipment
Financial Charts
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001823945-26-000009; filed 2026-02-19. Concept: Revenues. Source concepts: us-gaap:Revenues.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001823945-26-000009; filed 2026-02-19. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001823945-26-000009; filed 2026-02-19. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001823945-26-000009; filed 2026-02-19. Concept: NetCashProvidedByUsedInOperatingActivities. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001823945-26-000009; filed 2026-02-19. Concept: PaymentsToAcquirePropertyPlantAndEquipment. Source concepts: us-gaap:PaymentsToAcquirePropertyPlantAndEquipment.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001823945-26-000009; filed 2026-02-19. Concept: PaymentsOfDividendsCommonStock. Source concepts: us-gaap:PaymentsOfDividendsCommonStock.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001823945-26-000009; filed 2026-02-19. Concept: PaymentsForRepurchaseOfCommonStock. Source concepts: us-gaap:PaymentsForRepurchaseOfCommonStock.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001823945-26-000009; filed 2026-02-19. Concept: Assets. Source concepts: us-gaap:Assets.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001823945-26-000009; filed 2026-02-19. Concept: Liabilities. Source concepts: us-gaap:Liabilities.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001823945-26-000009; filed 2026-02-19. Concept: StockholdersEquity. Source concepts: us-gaap:StockholdersEquity.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001823945-26-000009; filed 2026-02-19. Concept: CashAndCashEquivalentsAtCarryingValue. Source concepts: us-gaap:CashAndCashEquivalentsAtCarryingValue.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001823945-26-000009; filed 2026-02-19. Concept: NetCashProvidedByUsedInOperatingActivities - PaymentsToAcquirePropertyPlantAndEquipment. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities; us-gaap:PaymentsToAcquirePropertyPlantAndEquipment.
Quarterly
Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-07-31. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001823945.json.
| Quarter | End Date | Revenue | Net Income | Diluted EPS | Method |
|---|---|---|---|---|---|
| 2022-Q3 | 2022-09-30 | 0.00 | reported discrete quarter | ||
| 2023-Q1 | 2023-03-31 | 0.02 | reported discrete quarter | ||
| 2023-Q2 | 2023-06-30 | 0.02 | reported discrete quarter | ||
| 2023-Q3 | 2023-09-30 | 429,650,000 | 15,109,000 | 0.03 | reported discrete quarter |
| 2023-Q4 | 2023-12-31 | 494,035,000 | 18,058,000 | derived Q4 = FY annual - nine-month YTD | |
| 2024-Q1 | 2024-03-31 | 513,340,000 | 25,091,000 | 0.04 | reported discrete quarter |
| 2024-Q2 | 2024-06-30 | 549,848,000 | 33,945,000 | 0.06 | reported discrete quarter |
| 2024-Q3 | 2024-09-30 | 600,878,000 | 29,805,000 | 0.04 | reported discrete quarter |
| 2024-Q4 | 2024-12-31 | 631,361,000 | 20,743,000 | derived Q4 = FY annual - nine-month YTD | |
| 2025-Q1 | 2025-03-31 | 683,486,000 | 7,430,000 | 0.00 | reported discrete quarter |
| 2025-Q2 | 2025-06-30 | 703,106,000 | 17,426,000 | 0.02 | reported discrete quarter |
| 2025-Q3 | 2025-09-30 | 727,990,000 | 6,310,000 | 0.01 | reported discrete quarter |
| 2025-Q4 | 2025-12-31 | 755,596,000 | 47,667,000 | derived Q4 = FY annual - nine-month YTD | |
| 2026-Q1 | 2026-03-31 | 753,811,000 | 15,542,000 | 0.02 | reported discrete quarter |
| 2026-Q2 | 2026-06-30 | 753,052,000 | 11,393,000 | 0.02 | reported discrete quarter |
Quarterly Charts
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-06-30; accession 0001823945-26-000040; filed 2026-07-31. Concept: RevenueFromContractWithCustomerExcludingAssessedTax. Source concepts: us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-06-30; accession 0001823945-26-000040; filed 2026-07-31. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-06-30; accession 0001823945-26-000040; filed 2026-07-31. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.
Macro Cross-References
- CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
- UNRATE - Unemployment Rate
- FEDFUNDS - Federal Funds Effective Rate
- CES0500000003 - Average Hourly Earnings of All Employees, Total Private
- DFEDTARU - Federal Funds Target Range - Upper Limit
- DFEDTARL - Federal Funds Target Range - Lower Limit
- DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
- DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
- DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
- DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
- T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
- CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
- CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
- CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
- CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
- PCEPI - Personal Consumption Expenditures: Chain-type Price Index
- PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
- PPIACO - Producer Price Index by Commodity: All Commodities
- T10YIE - 10-Year Breakeven Inflation Rate
- U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
- PAYEMS - All Employees, Total Nonfarm
- CIVPART - Labor Force Participation Rate
- EMRATIO - Employment-Population Ratio
- UNEMPLOY - Unemployed
- CE16OV - Employment Level
- ICSA - Initial Claims
- JTSJOL - Job Openings: Total Nonfarm
- JTSQUR - Quits: Total Nonfarm
- GDPC1 - Real Gross Domestic Product
- A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
- INDPRO - Industrial Production: Total Index
- TCU - Capacity Utilization: Total Index
- HOUST - New Privately-Owned Housing Units Started: Total Units
- PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
- RSAFS - Advance Retail Sales: Retail Trade
- PCE - Personal Consumption Expenditures
- DSPIC96 - Real Disposable Personal Income
- PSAVERT - Personal Saving Rate
- M2SL - M2
- BOPGSTB - U.S. International Trade in Goods and Services: Balance
- MSPUS - Median Sales Price of Houses Sold for the United States
- HSN1F - New One Family Houses Sold: United States
- RHORUSQ156N - Homeownership Rate in the United States
- TTLCONS - Total Construction Spending: Total Construction in the United States
- RRVRUSQ156N - Rental Vacancy Rate in the United States
- TOTALSL - Total Consumer Credit Owned and Securitized
- REVOLSL - Revolving Consumer Credit Owned and Securitized
- DRCCLACBS - Delinquency Rate on Credit Card Loans, All Commercial Banks
- GDP - Gross Domestic Product
- GPDI - Gross Private Domestic Investment
- GCE - Government Consumption Expenditures and Gross Investment
- PCEC - Personal Consumption Expenditures
- NETEXP - Net Exports of Goods and Services
- GFDEBTN - Federal Debt: Total Public Debt
- GFDEGDQ188S - Federal Debt: Total Public Debt as Percent of Gross Domestic Product
- FYFSD - Federal Surplus or Deficit
- FGRECPT - Federal Government Current Receipts
- FGEXPND - Federal Government: Current Expenditures
- MANEMP - All Employees, Manufacturing
- USCONS - All Employees, Construction
- USTRADE - All Employees, Retail Trade
- USFIRE - All Employees, Financial Activities
- USGOVT - All Employees, Government
- AWHAETP - Average Weekly Hours of All Employees, Total Private
- DGORDER - Manufacturers' New Orders: Durable Goods
- NEWORDER - Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
- BUSINV - Total Business Inventories
- EXPGS - Exports of Goods and Services
- IMPGS - Imports of Goods and Services
- IR - Import Price Index (End Use): All Commodities
- PPIFIS - Producer Price Index by Commodity: Final Demand
Latest quarter (10-Q)
Latest 10-Q source: 0001823945-26-000040.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”), should be read in conjunction with the Financial Statements. For a description of our business, please see “Item 1. Business” in our
Annual Report.
The following discussion contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to, those described in “Part II Other Information — Item 1A. Risk Factors.”
Overview
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | 2026 | 2025 | 2026 | 2025 | ||||||||||
| Net Income Attributable to Blue Owl Capital Inc. | $ | 11,393 | $ | 17,426 | $ | 26,935 | $ | 24,856 | ||||||
| Fee-Related Earnings(1) | $ | 392,180 | $ | 358,343 | $ | 785,806 | $ | 703,734 | ||||||
| Distributable Earnings(1) | $ | 351,240 | $ | 323,014 | $ | 643,782 | $ | 585,530 |
(1) For the specific components and calculations of these Non-GAAP measures, as well as a reconciliation of these measures to the most comparable measure in accordance with GAAP, see “—Non-GAAP Analysis” and “—Non-GAAP Reconciliations.”
Please see “—GAAP Results of Operations Analysis” and “—Non-GAAP Analysis” for a detailed discussion of the underlying drivers of our results.
Assets Under Management
| Blue OwlAUM: $319.0 billionFPAUM: $190.6 billion | ||||
|---|---|---|---|---|
| Credit AUM: $158.1 billionFPAUM: $97.2 billion | Real AssetsAUM: $89.4 billionFPAUM: $52.0 billion | GP Strategic CapitalAUM: $71.5 billionFPAUM: $41.4 billion | ||
| Direct LendingAUM: $115.1 billionFPAUM: $61.4 billion | Net LeaseAUM: $53.4 billionFPAUM: $24.3 billion | GP Minority StakesAUM: $67.5 billionFPAUM: $39.2 billion | ||
| Alternative CreditAUM: $14.6 billionFPAUM: $9.4 billion | Real Estate Credit AUM: $17.5 billionFPAUM: $15.4 billion | GP Debt FinancingAUM: $2.7 billionFPAUM: $1.5 billion | ||
| Investment Grade CreditAUM: $18.4 billionFPAUM: $17.8 billion | Digital InfrastructureAUM: $18.4 billionFPAUM: $12.4 billion | Professional Sports Minority StakesAUM: $1.3 billionFPAUM: $0.7 billion | ||
| Liquid CreditAUM: $5.9 billionFPAUM: $5.5 billion | ||||
| OtherAUM: $4.1 billionFPAUM: $3.1 billion |
All amounts shown as of June 30, 2026, totals may not sum due to rounding.
7
Table of Contents
As of June 30, 2026, our AUM was $319.0 billion, which included $190.6 billion of FPAUM. As of June 30, 2026, we had $31.1 billion in AUM not yet paying fees, providing approximately $380 million of annualized management fees once deployed. See “—Assets Under Management” for additional information, including important information on how we define these metrics.
Business Environment
Our business is impacted by the financial markets and economic conditions in the United States, and to a lesser extent, globally.
During the second quarter of 2026, global equity and debt markets adapted to shifts in expectations around major themes such as inflation and the trajectory of interest rates as well as ongoing geopolitical relations and their impact to certain energy prices. Stronger than previously indicated job growth and sticky inflation drove expectations of rate hikes, a reversal away from the forward rate cuts anticipated at the beginning of the second quarter. Temporary periods of de-escalation in the Middle East throughout the quarter drove certain energy prices lower. Equity market dispersion continued, with single stock volatility outpacing index volatility by a wide margin as artificial intelligence (“AI”) hardware and other perceived beneficiaries of AI spend continued to drive thematic investment.
The 10-year Treasury yield in the United States ended the second quarter of 2026 approximately 15 basis points higher than March 31, 2026 and experienced a peak to trough range of more than 40 basis points during the quarter. The CBOE Volatility Index, or VIX, peaked above 25 during the second quarter of 2026, but mostly sat below 20 as tensions in the Middle East experienced temporary periods of de-escalation throughout the quarter.
We operate three differentiated platforms at scale across Credit, Real Assets and GP Strategic Capital. AUM of $319 billion grew 12% year over year, with growth across each platform. Over the last twelve months, approximately 85% of our GAAP and FRE management fees were generated by Permanent Capital. Capital raising during the second quarter of 2026 was diversified across asset classes, strategies and channels, resulting in $7.8 billion of new capital commitments during the second quarter of 2026 and $50.5 billion over the last twelve months. We ended the second quarter of 2026 with substantial available capital to deploy, reporting $31.1 billion of AUM not yet paying fees.
In Credit, gross deployment in the second quarter was robust, led by alternative credit and investment grade credit strategies. Alternative credit has become a larger part of our Credit platform, having grown AUM 35% over the past year. Over this time, we have meaningfully scaled both drawdown funds and our interval fund, the latter of which eclipsed its one year anniversary in the second quarter. In direct lending, credit health remains strong and the performance of our funds and vehicles has continued to outpace their relevant public benchmarks. We also continued to experience elevated redemption requests in certain Blue Owl managed non-traded BDCs, though such requests were moderately lower compared to the first quarter of 2026. We continued to see deployment consistent with an industry backdrop of moderate sponsor-driven M&A activity and continued to see meaningful repayments at par, another metric demonstrating health and liquidity within the portfolio.
As of the second quarter of 2026, our Real Assets platform has expanded seven-fold in AUM since we first established our foothold in late 2021. Over the past year alone, Real Assets AUM and revenues have each grown by more than 25%, and we were ranked #2 on PERE’s Top 100 Real Estate fundraisers globally. Our strong presence and performance in Real Assets is due in part to our focus on sectors such as data centers, industrials and reshoring, healthcare and cold storage. Across the platform, we see nearly $160 billion of near-term opportunities across both our digital infrastructure and net lease pipelines.
In GP Strategic Capital, we continue to focus on generating attractive and income-driven returns for our fund investors, with an emphasis on distributions paid in. Over the past eight quarters, we have engaged in five strip sale transactions that in aggregate generated $4.6 billion of capital returned to investors. We continue to see strong interest in our capital solutions from both limited partners in our funds and general partners in which we take stakes as a result of the current market landscape.
Assets Under Management
We present information regarding our AUM, FPAUM and various other related metrics throughout this MD&A to provide context around our fee generating revenues results, as well as indicators of the potential for future earnings from existing and new products. Our calculations of AUM and FPAUM may differ from the calculation methodologies of other asset managers, and as a result these measures may not be comparable to similar measures presented by other asset managers. In addition, our calculation of AUM includes amounts that are fee exempt (i.e., not subject to fees).
8
Table of Contents
As of June 30, 2026, assets under management related to us, our executives and other employees totaled approximately $5.8 billion (including $3.0 billion related to accrued carried interest). A portion of these assets under management are not charged fees.
Composition of Assets Under Management
Our AUM consists of FPAUM, AUM not yet paying fees, fee-exempt AUM and net appreciation and leverage in products on which fees are based on commitments or investment cost. AUM not yet paying fees generally relates to unfunded capital commitments (to the extent such commitments are not already subject to fees), undeployed debt (to the extent we earn fees based on total asset values or investment cost, inclusive of assets purchased using debt) and AUM that is subject to a temporary fee holiday. Fee-exempt AUM represents certain investments by us, our employees, other related parties and third parties, as well as certain co-investment vehicles on which we never earn fees.
Management uses AUM not yet paying fees as an indicator of management fees that will come online as we deploy existing assets in products that charge fees based on deployed and not uncalled capital, as well as AUM that is currently subject to a fee holiday that will expire in the future. AUM not yet paying fees could provide approximately $380 million of additional annualized management fees once deployed or upon the expiration of the relevant fee holidays.
9
Table of Contents
All amounts shown as of June 30, 2026, totals may not sum due to rounding.
Permanency and Duration of Assets Under Management
Our capital base is heavily weighted toward Permanent Capital. We view the permanency and duration of the products that we manage as a differentiator in our industry and as a means of measuring the stability of our future revenue streams. The chart below presents the composition of our management fees by remaining product duration. Changes in these relative percentages will occur over time as the mix of products we offer changes. For example, our Real Assets products have a higher concentration in what we refer to as “long-dated” funds, or funds in which the remaining contractual life is five years or more, which may cause our percentage of management fees from Permanent Capital to decline.
All amounts shown as of June 30, 2026, totals may not sum due to rounding.
10
Table of Contents
Changes in AUM
[[GREPCENT_TABLE]]
[["","Three Months Ended June 30, 2026","","Three Months Ended June 30, 2025"],["(dollars in millions)","Credit","","Real Assets","","GP Strategic Capital","","Total","","Credit","","Real Assets","","GP Strategic Capital","","Total"],["Beginning Balance","$","159,239","","","$","85,080","","","$","70,608","","","$","314,927","","","$","139,239","","","$","67,062","","","$","66,968","","","$","273,269"],["Acquisitions","\u2014","","","\u2014","","","\u2014","","","\u2014","","","\u2014","","","\u2014","","","\u2014","","","\u2014"],["New capital raised","1,763","","","4,448","","","1,339","","","7,550","","","5,833","","","5,799","","","445","","","12,077"],["Change in debt","491","","","(205)","","","\u2014","","","286","","","3,068","","","(1,263)","","","\u2014","","","1,805"],["Distributions","(4,782)","","","(1,073)","","","(350)","","","(6,205)","","","(3,252)","","","(915)","","","(698)","","","(4,865)"],["Change in value / other","1,412","","","1,118","","","(75)","","","2,455","","","580","","","803","","","416","","","1,799"],["Ending Balance","$","158,123","","","$","89,368","","","$","71,522","","","$","319,013","","","$","145,468","","","$","71,486","","","$","67,131","","","$","284,085"],["","Six Months Ended June 30, 2026","","Six Months Ended June 30, 2025"],["(dollars in millions)","Credit","","Real Assets","","GP Strategic Capital","","Total","","Credit","","Real Assets","","GP Strategic Capital","","Total"],["Beginning Balance","$","157,757","","","$","80,604","","","$","69,071","","","$","307,432","","","$","135,710","","","$","49,374","","","$","66,035","","","$","251,119"],["Acquisitions","\u2014","","","\u2014","","","\u2014","","","\u2014","","","\u2014","","","14,206","","","\u2014","","","14,206"],["New capital raised","5,831","","","8,481","","","2,239","","","16,551","","","9,803","","","7,952","","","1,003","","","18,758"],["Change in d
[Excerpt truncated for page length; source filing is linked above.]
Latest 10-K MD&A
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
This MD&A contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to, those described in “Item 1A. Risk Factors” of this report, and should be read in conjunction with the Financial Statements.
Overview
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | 2025 | 2024 | ||||||||
| Net Income Attributable to Blue Owl Capital Inc. | $ | 78,833 | $ | 109,584 | ||||||
| Fee-Related Earnings(1) | $ | 1,496,536 | $ | 1,253,366 | ||||||
| Distributable Earnings(1) | $ | 1,309,072 | $ | 1,129,248 |
(1) For the specific components and calculations of these Non-GAAP measures, as well as a reconciliation of these measures to the most comparable measure in accordance with GAAP, see “—Non-GAAP Analysis” and “—Non-GAAP Reconciliations.”
Please see “—GAAP Results of Operations Analysis” and “—Non-GAAP Analysis” for a detailed discussion of the underlying drivers of our results.
73
Table of Contents
Assets Under Management
| Blue OwlAUM: $307.4 billionFPAUM: $187.7 billion | ||||
|---|---|---|---|---|
| Credit AUM: $157.8 billionFPAUM: $99.5 billion | Real AssetsAUM: $80.6 billionFPAUM: $48.8 billion | GP Strategic CapitalAUM: $69.1 billionFPAUM: $39.5 billion | ||
| Direct LendingAUM: $115.0 billionFPAUM: $65.3 billion | Net LeaseAUM: $45.9 billionFPAUM: $21.3 billion | GP Minority StakesAUM: $65.1 billionFPAUM: $37.6 billion | ||
| Alternative CreditAUM: $14.3 billionFPAUM: $8.0 billion | Real Estate Credit AUM: $17.5 billionFPAUM: $15.3 billion | GP Debt FinancingAUM: $2.7 billionFPAUM: $1.5 billion | ||
| Investment Grade CreditAUM: $19.2 billionFPAUM: $18.3 billion | Digital InfrastructureAUM: $17.1 billionFPAUM: $12.2 billion | Professional Sports Minority StakesAUM: $1.2 billionFPAUM: $0.4 billion | ||
| Liquid CreditAUM: $5.8 billionFPAUM: $5.3 billion | ||||
| OtherAUM: $3.4 billionFPAUM: $2.6 billion |
All amounts shown as of December 31, 2025, totals may not sum due to rounding.
As of December 31, 2025, our AUM was $307.4 billion, which included $187.7 billion of FPAUM. As of December 31, 2025, we had $28.4 billion in AUM not yet paying fees, providing approximately $326 million of annualized management fees once deployed. See “—Assets Under Management” for additional information, including important information on how we define these metrics.
Business Environment
Our business is impacted by conditions in the financial markets and economic conditions in the United States, and to a lesser extent, globally.
During the fourth quarter of 2025, global equity and debt markets saw appreciation despite some elevated volatility, with U.S. equity indices reaching new all-time highs while credit spreads remained relatively tight. The 10-year Treasury yield ended the quarter approximately flat quarter over quarter and down approximately 40 basis points from the beginning of the year, and the Federal Reserve cut the federal funds rate by an additional 50 basis points during the fourth quarter following a 25 basis point cut in September 2025.
We continued to see strong growth across our platform, measured across earnings, ongoing fundraising, and new capital deployment. Over the past year, approximately 84% and 85% of our GAAP and FRE management fees, respectively, were generated by Permanent Capital and the remainder was primarily from long-dated capital, with no meaningful pressure on our asset base from redemptions. An elevated level of headlines about private credit drove higher redemptions in Blue Owl managed non-traded BDCs, aligning with industry-wide trends, and all investor tender requests for Blue Owl non-traded BDCs were satisfied. This slowdown in non-traded BDC capital raising coincided with an acceleration in other fundraising within the private wealth channel, driving a record quarter of private wealth flows for Blue Owl.
We raised $17.3 billion of new capital commitments during the fourth quarter of 2025, with $56.3 billion of total capital raised in 2025. This marks another record equity fundraising year for us, both across the private wealth and institutional channels, resulting in an increasingly diversified revenue profile across asset classes, strategies and channels. Fundraising, capital deployment, and acquisitions contributed to management fee growth of approximately 25% over the past year. We ended the fourth quarter of 2025 with substantial available capital to deploy, reporting $28.4 billion of AUM not yet paying fees.
Industry-wide completed sponsor M&A activity in the fourth quarter was moderate, and Blue Owl’s direct lending strategy saw gross deployment of $12.0 billion and net funded deployment of $3.3 billion in the quarter. Key performance indicators across our credit business remained strong, and the Credit portfolios continued to perform as expected.
74
Table of Contents
Across Blue Owl’s Real Assets platform, we continue to find attractive ways to partner with investment grade companies, building, financing and owning their most mission critical assets. The appetite for data centers and build-to-suit net lease projects has continued to grow meaningfully as a result of growth in demand for cloud computing, AI technologies and reshoring, and investors continue to commit significant capital to these strategies. In the fourth quarter, we held a $1.7 billion first close for Blue Owl Digital Infrastructure Trust, our private wealth-dedicated digital infrastructure evergreen fund, less than a year after the IPI Acquisition. Coupled with fundraising for the latest vintage of our net lease flagship fund and the final close for our third digital infrastructure flagship fund, we raised over $17 billion of equity across the Real Assets platform in 2025, nearly 3.5x more than we raised in 2024.
In GP Strategic Capital, as the largest alternative asset managers continue to benefit from consolidation and accelerating market share trends, we continue to invest in the growth of these managers. Over the course of 2025, funds managed by our GP minority stakes team deployed over $5 billion into Partner Managers at the upper end of the market. As we begin to see activity levels at our Partner Managers increase from both a deployment and monetization standpoint, we believe we can continue to generate attractive and income-driven returns for our fund investors, with an emphasis on distributions paid in.
We are continuing to closely monitor developments related to the macroeconomic factors that have contributed to market volatility, and to assess the impact of these factors on financial markets and on our business. It is currently not possible to predict the ultimate effects of these events on the financial markets, overall economy and our Financial Statements. See “Item 1A. Risk Factors —Risks Related to Macroeconomic Factors.”
Additionally, we may pursue investments to accelerate our growth and broaden our product offerings, including opportunistically through acquisitions. Our acquisition strategy is centered around driving additional scale or expanding capabilities that complement or augment our existing products.
Assets Under Management
We present information regarding our AUM, FPAUM and various other related metrics throughout this MD&A to provide context around our fee generating revenues results, as well as indicators of the potential for future earnings from existing and new products. Our calculations of AUM and FPAUM may differ from the calculation methodologies of other asset managers, and as a result these measures may not be comparable to similar measures presented by other asset managers. In addition, our calculation of AUM includes amounts that are fee exempt (i.e., not subject to fees).
As of December 31, 2025, assets under management related to us, our executives and other employees totaled approximately $6.4 billion (including $2.6 billion related to accrued carried interest). A portion of these assets under management are not charged fees.
Composition of Assets Under Management
Our AUM consists of FPAUM, AUM not yet paying fees, fee-exempt AUM and net appreciation and leverage in products on which fees are based on commitments or investment cost. AUM not yet paying fees generally relates to unfunded capital commitments (to the extent such commitments are not already subject to fees), undeployed debt (to the extent we earn fees based on total asset values or investment cost, inclusive of assets purchased using debt) and AUM that is subject to a temporary fee holiday. Fee-exempt AUM represents certain investments by us, our employees, other related parties and third parties, as well as certain co-investment vehicles on which we never earn fees.
Management uses AUM not yet paying fees as an indicator of management fees that will come online as we deploy existing assets in products that charge fees based on deployed and not uncalled capital, as well as AUM that is currently subject to a fee holiday that will expire in the future. AUM not yet paying fees could provide approximately $326 million of additional annualized management fees once deployed or upon the expiration of the relevant fee holidays.
75
Table of Contents
All amounts shown as of December 31, 2025, totals may not sum due to rounding.
Permanency and Duration of Assets Under Management
Our capital base is heavily weighted toward Permanent Capital. We view the permanency and duration of the products that we manage as a differentiator in our industry and as a means of measuring the stability of our future revenue streams. The chart below presents the composition of our management fees by remaining product duration. Changes in these relative percentages will occur over time as the mix of products we offer changes. For example, our Real Assets products have a higher concentration in what we refer to as “long-dated” funds, or funds in which the remaining contractual life is five years or more, which may cause our percentage of management fees from Permanent Capital to decline.
76
Table of Contents
Changes in AUM
| Year Ended December 31, 2025 | Year Ended December 31, 2024 | |||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in millions) | Credit | Real Assets | GP Strategic Capital | Total | Credit | Real Assets | GP Strategic Capital | Total | ||||||||||||||||||||||
| Beginning Balance | $ | 135,710 | $ | 49,374 | $ | 66,035 | $ | 251,119 | $ | 84,632 | $ | 26,856 | $ | 54,199 | $ | 165,687 | ||||||||||||||
| Acquisitions | — | 14,206 | — | 14,206 | 27,803 | 15,174 | — | 42,977 | ||||||||||||||||||||||
| New capital raised | 20,692 | 17,021 | 4,317 | 42,030 | 13,940 | 4,888 | 8,679 | 27,507 | ||||||||||||||||||||||
| Change in debt | 9,998 | 2,955 | — | 12,953 | 12,733 | 4,131 | 500 | 17,364 | ||||||||||||||||||||||
| Distributions | (13,330) | (4,761) | (3,549) | (21,640) | (7,294) | (1,743) | (2,430) | (11,467) | ||||||||||||||||||||||
| Change in value / other | 4,687 | 1,809 | 2,268 | 8,764 | 3,896 | 68 | 5,087 | 9,051 | ||||||||||||||||||||||
| Ending Balance | $ | 157,757 | $ | 80,604 | $ | 69,071 | $ | 307,432 | $ | 135,710 | $ | 49,374 | $ | 66,035 | $ | 251,119 |
Credit. The increase in AUM for the year ended December 31, 2025 was driven by the following:
•$20.7 billion of new capital raised, primarily driven by $13.0 billion in direct lending products reflecting continued private wealth fundraising in OCIC and OTIC, $3.9 billion in alternative credit products, $1.9 billion in investment grade credit products and $1.0 billion in strategic equity products.
•$10.0 billion of additional net debt commitments, primarily in direct lending, as we continue to opportunistically manage leverage in our BDCs.
•$13.3 billion of distributions, which primarily relates to distributions paid from our BDCs, CLOs and alternative credit products, and redemptions from certain BDCs.
•$4.7 billion of overall appreciation across the platform, primarily in direct lending.
Real Assets. The increase in AUM for the year ended December 31, 2025 was driven by new capital raised of $17.0 billion across various products, primarily in our seventh vintage net lease product, Blue Owl Real Estate Net Lease Trust (“ORENT”), our net lease REIT, Blue Owl Digital Infrastructure Trust (“ODIT”), our digital infrastructure REIT, and Blue Owl Digital Infrastructure Fund III (“ODI III”), our third vintage digital infrastructure drawdown product, as well as $14.2 billion added in connection with the IPI Acquisition, partially offset by distributions of $4.8 billion, primarily in our net lease strategy.
GP Strategic Capital. The increase in AUM for the year ended December 31, 2025 was driven by new capital raised of $4.3 billion primarily in our GP minority stakes strategy, including new vehicles that acquired assets from a prior vintage product, and our sixth vintage product, as well as overall appreciation of $2.3 billion, partially offset by distributions of $3.5 billion in our GP minority stakes strategy.
Changes in FPAUM
| Year Ended December 31, 2025 | Year Ended December 31, 2024 | |||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in millions) | Credit | Real Assets | GP Strategic Capital | Total | Credit | Real Assets | GP Strategic Capital | Total | ||||||||||||||||||||||
| Beginning Balance | $ | 90,957 | $ | 31,500 | $ | 37,337 | $ | 159,794 | $ | 57,074 | $ | 14,547 | $ | 31,075 | $ | 102,696 | ||||||||||||||
| Acquisitions | — | 10,723 | — | 10,723 | 22,841 | 13,483 | — | 36,324 | ||||||||||||||||||||||
| New capital raised / deployed | 16,415 | 11,394 | 4,402 | 32,211 | 15,294 | 5,347 | 7,315 | 27,956 | ||||||||||||||||||||||
| Fee basis step down | (134) | (1,796) | (1,503) | (3,433) | — | — | (389) | (389) | ||||||||||||||||||||||
| Distributions | (11,193) | (4,235) | (1,236) | (16,664) | (6,590) | (1,828) | (676) | (9,094) | ||||||||||||||||||||||
| Change in value / other | 3,441 | 1,166 | 497 | 5,104 | 2,338 | (49) | 12 | 2,301 | ||||||||||||||||||||||
| Ending Balance | $ | 99,486 | $ | 48,752 | $ | 39,497 | $ | 187,735 | $ | 90,957 | $ | 31,500 | $ | 37,337 | $ | 159,794 |
Credit. The increase in FPAUM for the year ended December 31, 2025 was driven by the following:
•$16.4 billion of new capital raised, primarily driven by $11.4 billion new capital raised in direct lending products reflecting continued private wealth fundraising in OCIC and $2.9 billion in alternative credit products.
•$11.2 billion of distributions, which primarily relate to distributions paid from our BDCs and CLO products, and redemptions from certain BDCs.
•$3.4 billion of overall appreciation across the platform, primarily in direct lending.
77
Table of Contents
Real Assets. The increase in FPAUM for the year ended December 31, 2025 was driven by capital raised and deployed of $11.4 billion, primarily in ORENT, ODIT, our sixth vintage net lease product and ODI III, as well as the $10.7 billion added in connection with the IPI Acquisition, partially offset by distributions of $4.2 billion, primarily in our net lease strategy and a $1.8 billion fee step down from a prior vintage net lease product.
GP Strategic Capital. The increase in FPAUM for the year ended December 31, 2025 was driven by new capital raised of $4.4 billion primarily in our GP minority stakes strategy, including new vehicles that acquired assets from a prior vintage product, and our sixth vintage product, partially offset by a $1.5 billion fee step down from a prior vintage GP minority stakes product, as well as distributions of $1.2 billion, primarily in our GP minority stakes strategy.
Product Performance
Product performance for certain of our products is included throughout this discussion with analysis to facilitate an understanding of our results of operations for the periods presented. Products presented herein represent products that meet certain quantitative and qualitative criteria that management uses to evaluate each product’s contribution to the overall financial performance of Blue Owl, as a whole.The performance information of our products reflected is not indicative of Blue Owl’s performance. Additionally, the nature of a product's performance itself is not considered in determining whether a product should be included in the tables below. An investment in Blue Owl is not an investment in any of our products. Past performance is not indicative of future results. As with any investment, there is always the potential for gains as well as the possibility of losses. There can be no assurance that any of these products or our other existing and future products will achieve similar returns. Multiple of invested capital (“MoIC”) and IRR data has not been presented for products that have been deploying capital for less than two years as such information is generally not meaningful (“NM”).
Credit
| MoIC | IRR | ||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in millions) | Year of Inception | AUM | Capital Raised (5) | Invested Capital (6) | Realized Proceeds (7) | Unrealized Value (8) | Total Value | Gross (9) | Net (10) | Gross (11) | Net (12) | ||||||||||||||||||||||||
| Direct Lending (1) | |||||||||||||||||||||||||||||||||||
| Blue Owl Capital Corporation (2) | 2016 | $ | 20,695 | $ | 7,736 | $ | 7,736 | $ | 4,309 | $ | 7,611 | $ | 11,920 | 1.78x | 1.54x | 13.9 | % | 9.8 | % | ||||||||||||||||
| Blue Owl Credit Income Corp. | 2020 | $ | 41,519 | $ | 21,533 | $ | 19,317 | $ | 3,521 | $ | 19,322 | $ | 22,843 | 1.23x | 1.18x | 12.9 | % | 10.1 | % | ||||||||||||||||
| Blue Owl Technology Finance Corp. (3) | 2018 | $ | 16,720 | $ | 7,729 | $ | 7,729 | $ | 1,470 | $ | 8,055 | $ | 9,525 | 1.28x | 1.23x | 12.7 | % | 9.4 | % | ||||||||||||||||
| Blue Owl Technology Income Corp. | 2022 | $ | 7,279 | $ | 4,026 | $ | 3,363 | $ | 650 | $ | 3,425 | $ | 4,075 | 1.26x | 1.21x | 13.2 | % | 10.5 | % | ||||||||||||||||
| Alternative Credit | |||||||||||||||||||||||||||||||||||
| Blue Owl Asset Special Opportunities Fund VIII (4) | 2021 | $ | 1,756 | $ | 1,849 | $ | 1,711 | $ | 505 | $ | 1,939 | $ | 2,444 | 1.48x | 1.43x | 18.8 | % | 14.1 | % |
(1)Information presented in the AUM through IRR columns for these vehicles is presented on a quarter lag due to these vehicles being public filers with the SEC and not yet filing their quarterly information as of our filing date. Additional information related to these vehicles can be found in their filings with the SEC, which are not part of this report.
(2)On January 13, 2025, OBDC completed its merger with OBDE, with OBDC as the surviving company.
(3)On March 24, 2025, OTF completed its merger with OTF II, with OTF as the surviving company.
(4)Information presented in the Invested Capital through IRR columns for these vehicles is presented on a quarter lag.
(5)Includes reinvested dividends and share repurchases, if applicable.
(6)Invested capital includes capital calls, reinvested dividends, periodic investor closes and tender offers, as applicable.
(7)Realized proceeds represent the sum of all cash distributions to investors.
(8)Unrealized value represents the product’s NAV. There can be no assurance that unrealized values will be realized at the valuations indicated.
(9)Gross MoIC is calculated by adding total realized proceeds and unrealized values of a product’s investments and dividing by the total amount of invested capital. Gross MoIC is calculated before giving effect to management fees (including Part I Fees) and Part II Fees, as applicable, but net of all other expenses.
(10)Net MoIC measures the aggregate value generated by a product’s investments in absolute terms. Net MoIC is calculated by adding total realized proceeds and unrealized values of a product’s investments and dividing by the total amount of invested capital. Net MoIC is calculated after giving effect to management fees (including Part I Fees) and Part II Fees, as applicable.
78
Table of Contents
(11)Gross IRR is an annualized since inception gross internal rate of return of cash flows to and from the product and the product’s residual value at the end of the measurement period. Gross IRRs are calculated before giving effect to management fees (including Part I Fees) and Part II Fees, as applicable, but net of all other expenses.
(12)Net IRRs are calculated consistent with gross IRRs, but after giving effect to management fees (including Part I Fees) and Part II Fees, as applicable. An individual investor’s IRR may differ from the reported IRR based on the timing of capital transactions.
Real Assets
| MoIC | IRR | ||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in millions) | Year of Inception | AUM | Capital Raised | Invested Capital (4) | Realized Proceeds (5) | Unrealized Value (6) | Total Value | Gross (7) | Net (8) | Gross (9) | Net (10) | ||||||||||||||||||||||||
| Net Lease | |||||||||||||||||||||||||||||||||||
| Blue Owl Real Estate Fund IV | 2017 | $ | 663 | $ | 1,250 | $ | 1,239 | $ | 1,565 | $ | 277 | $ | 1,842 | 1.55x | 1.49x | 17.8 | % | 15.4 | % | ||||||||||||||||
| Blue Owl Real Estate Net Lease Property Fund | 2019 | $ | 7,054 | $ | 4,891 | $ | 4,866 | $ | 2,346 | $ | 3,585 | $ | 5,931 | 1.25x | 1.22x | 8.3 | % | 7.4 | % | ||||||||||||||||
| Blue Owl Real Estate Fund V | 2020 | $ | 4,112 | $ | 2,500 | $ | 2,500 | $ | 1,122 | $ | 2,133 | $ | 3,255 | 1.40x | 1.30x | 13.4 | % | 10.1 | % | ||||||||||||||||
| Blue Owl Real Estate Net Lease Trust (1) | 2022 | $ | 11,751 | $ | 7,568 | $ | 7,568 | $ | 567 | $ | 7,041 | $ | 7,608 | NM | NM | NM | NM | ||||||||||||||||||
| Blue Owl Real Estate Fund VI | 2022 | $ | 7,792 | $ | 5,163 | $ | 3,293 | $ | 215 | $ | 3,726 | $ | 3,941 | 1.27x | 1.20x | 25.2 | % | 18.0 | % | ||||||||||||||||
| Digital Infrastructure (2) | |||||||||||||||||||||||||||||||||||
| Blue Owl Digital Infrastructure Fund I (3) | 2016 | NM | $ | 1,484 | $ | 1,786 | $ | 1,407 | $ | 1,571 | $ | 2,978 | 1.79x | 1.67x | 15.3 | % | 11.6 | % | |||||||||||||||||
| Blue Owl Digital Infrastructure Fund II | 2020 | $ | 5,040 | $ | 3,805 | $ | 3,494 | $ | 28 | $ | 4,701 | $ | 4,729 | 1.43x | 1.35x | 12.2 | % | 8.5 | % | ||||||||||||||||
| Blue Owl Digital Infrastructure Fund III | 2022 | $ | 7,691 | $ | 7,170 | $ | 2,622 | $ | — | $ | 3,143 | $ | 3,143 | 1.33x | 1.20x | 27.7 | % | 10.3 | % |
(1)Information presented in the AUM through Total Value columns for this vehicle, as well as total return, is presented on a quarter lag due to the vehicle being a public filer with the SEC and not yet filing its quarterly information as of our filing date. Additional information related to this vehicle can be found in its filings with the SEC, which are not part of this report. MoIC and IRR are not meaningful as we consider total net return to be a useful measure of the overall investment performance for this product. Total net return was 8.6%, calculated as the change in NAV per Class I share since inception (annualized) plus any distributions per share declared in the period and assumes any distributions are reinvested in accordance with our distribution reinvestment plan.
(2)Information presented in the Invested Capital through IRR columns for these vehicles is presented on a quarter lag.
(3)Information presented in the AUM column for this vehicle is not meaningful as the product was fully realized during the quarter.
(4)Invested capital includes investments by the general partner, capital calls, dividends reinvested, recallable and recycled capital which has been reinvested, and periodic investor closes, as applicable.
(5)Realized proceeds represent the sum of all cash distributions to investors.
(6)Unrealized value represents the product’s NAV. There can be no assurance that unrealized values will be realized at the valuations indicated.
(7)Gross MoIC is calculated by adding total realized proceeds and unrealized values of a product’s investments and dividing by the total amount of invested capital. Gross MoIC is calculated before giving effect to management fees and carried interest, as applicable, but net of all other expenses.
(8)Net MoIC measures the aggregate value generated by a product’s investments in absolute terms. Net MoIC is calculated by adding total realized proceeds and unrealized values of a product’s investments and dividing by the total amount of invested capital. Net MoIC is calculated after giving effect to management fees and carried interest, as applicable.
(9)Gross IRR is an annualized since inception gross internal rate of return of cash flows to and from the product and the product’s residual value at the end of the measurement period. Gross IRRs are calculated before giving effect to management fees and carried interest, as applicable, but net of all other expenses.
(10)Net IRR is an annualized since inception net internal rate of return of cash flows to and from the product and the product’s residual value at the end of the measurement period. Net IRRs reflect returns to all investors. Net IRRs are calculated after giving effect to management fees and carried interest, as applicable. An individual investor’s IRR may differ from the reported IRR based on the timing of capital transactions.
79
Table of Contents
GP Strategic Capital
| MoIC | IRR | ||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in millions) | Year of Inception | AUM | Capital Raised | Invested Capital (2) | Realized Proceeds (3) | Unrealized Value (4) | Total Value | Gross (5) | Net (6) | Gross (7) | Net (8) | ||||||||||||||||||||||||
| GP Minority Stakes (1) | |||||||||||||||||||||||||||||||||||
| Blue Owl GP Stakes III | 2015 | $ | 9,814 | $ | 5,318 | $ | 3,292 | $ | 4,588 | $ | 5,232 | $ | 9,820 | 3.76x | 2.98x | 28.3 | % | 22.0 | % | ||||||||||||||||
| Blue Owl GP Stakes IV | 2018 | $ | 14,971 | $ | 9,041 | $ | 6,621 | $ | 5,964 | $ | 8,226 | $ | 14,190 | 2.93x | 2.14x | 55.0 | % | 37.1 | % | ||||||||||||||||
| Blue Owl GP Stakes V | 2020 | $ | 14,306 | $ | 12,852 | $ | 7,381 | $ | 2,899 | $ | 5,737 | $ | 8,636 | 1.35x | 1.17x | 23.2 | % | 10.4 | % |
(1)Information presented in the Invested Capital through IRR columns for these vehicles is presented on a quarter lag and is exclusive of investments made by the related carried interest vehicles of the respective products.
(2)Invested capital includes capital calls.
(3)Realized proceeds represent the sum of all cash distributions to investors.
(4)Unrealized value represents the product’s NAV. There can be no assurance that unrealized values will be realized at the valuations indicated.
(5)Gross MoIC is calculated by adding total realized proceeds and unrealized values of a product’s investments and dividing by the total amount of invested capital. Gross MoIC is calculated before giving effect to management fees and carried interest, as applicable, but net of all other expenses.
(6)Net MoIC measures the aggregate value generated by a product’s investments in absolute terms. Net MoIC is calculated by adding total realized proceeds and unrealized values of a product’s investments and dividing by the total amount of invested capital. Net MoIC is calculated after giving effect to management fees and carried interest, as applicable.
(7)Gross IRR is an annualized since inception gross internal rate of return of cash flows to and from the product and the product’s residual value at the end of the measurement period. Gross IRRs are calculated before giving effect to management fees and carried interest, as applicable, but net of all other expenses.
(8)Net IRR is an annualized since inception net internal rate of return of cash flows to and from the product and the product’s residual value at the end of the measurement period. Net IRRs reflect returns to all investors. Net IRRs are calculated after giving effect to management fees and carried interest, as applicable. An individual investor’s IRR may differ from the reported IRR based on the timing of capital transactions.
80
Table of Contents
GAAP Results of Operations Analysis
As a result of the Prima Acquisition, KAM Acquisition, Atalaya Acquisition and IPI Acquisition, prior period amounts may not be comparable to current period amounts or expected future trends. Prima’s, KAM’s, Atalaya’s and IPI’s results of operations are included from June 6, 2024, July 1, 2024, September 30, 2024, and January 3, 2025, respectively.
For a discussion of our results for the year ended December 31, 2024, compared to the year ended December 31, 2023, please refer to “Blue Owl Management's Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K, filed with the SEC on February 21, 2025.
Year Ended December 31, 2025, Compared to the Year Ended December 31, 2024
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | 2025 | 2024 | $ Change | |||||||
| Revenues | ||||||||||
| Management fees, net (includes Part I Fees of $567,754 and $527,859) | $ | 2,521,937 | $ | 1,994,064 | $ | 527,873 | ||||
| Administrative, transaction and other fees | 321,469 | 294,267 | 27,202 | |||||||
| Performance revenues | 26,772 | 7,096 | 19,676 | |||||||
| Total Revenues, Net | 2,870,178 | 2,295,427 | 574,751 | |||||||
| Expenses | ||||||||||
| Compensation and benefits | 1,307,040 | 1,017,483 | 289,557 | |||||||
| Amortization of intangible assets | 358,952 | 258,256 | 100,696 | |||||||
| General, administrative and other expenses | 747,936 | 412,931 | 335,005 | |||||||
| Total Expenses | 2,413,928 | 1,688,670 | 725,258 | |||||||
| Other Loss | ||||||||||
| Net gains (losses) on investments | (7,105) | 1,713 | (8,818) | |||||||
| Interest and dividend income | 45,184 | 42,172 | 3,012 | |||||||
| Interest expense | (163,755) | (121,894) | (41,861) | |||||||
| Change in TRA liability | (13,608) | 7,080 | (20,688) | |||||||
| Change in warrant liability | — | (38,300) | 38,300 | |||||||
| Change in earnout liability | 30,945 | (28,300) | 59,245 | |||||||
| Total Other Loss | (108,339) | (137,529) | 29,190 | |||||||
| Income Before Income Taxes | 347,911 | 469,228 | (121,317) | |||||||
| Income tax expense | 42,424 | 48,782 | (6,358) | |||||||
| Consolidated Net Income | 305,487 | 420,446 | (114,959) | |||||||
| Net income attributable to noncontrolling interests | (226,654) | (310,862) | 84,208 | |||||||
| Net Income Attributable to Blue Owl Capital Inc. | $ | 78,833 | $ | 109,584 | $ | (30,751) |
Revenues, Net
Management Fees. The increase in management fees was primarily due to the drivers below. See Note 9 to our Financial Statements for additional details on our GAAP management fees by strategy.
•Credit increased $286.9 million, including an increase in Part I Fees of $43.2 million, primarily due to continued fundraising and deployment of capital within new and existing direct lending products. Additionally, management fees from alternative credit products, net of the amortization of deferred incentives paid to customers, increased $60.8 million, primarily due to the Atalaya Acquisition closing near the end of the third quarter of 2024, as well as an increase in management fees of $39.7 million from investment grade credit products, primarily as a result of the KAM Acquisition closing in July 2024.
81
Table of Contents
•Real Assets increased $220.1 million, primarily due to management fees of $163.5 million related to digital infrastructure products, net of the amortization of deferred incentives paid to customers, as a result of the IPI Acquisition that closed at the start of the first quarter of 2025. Management fees from digital infrastructure included $35.1 million of catch-up fees, substantially all of which were paid as contingent consideration to the sellers of the IPI business. Also contributing to the increase was continued fundraising and deployment of capital within new and existing Real Assets products, primarily ORENT.
•GP Strategic Capital increased $20.8 million, primarily driven by fundraising in our sixth vintage GP minority stakes product, partially offset by a fee step down from a prior vintage GP minority stakes product.
Administrative, Transaction and Other Fees. The increase in administrative, transaction and other fees was driven primarily by the following:
•$41.6 million increase in dealer manager revenues, primarily due to growth in sales of OCIC and ORENT.
•$9.8 million increase in administrative fees, primarily driven by a higher level of compensation expenses reimbursable from our funds due to the growth in our products and business overall.
•$24.1 million offsetting decrease in fee income earned for services provided to portfolio companies.
Performance Revenues. The increase in performance revenues was driven primarily by products in the Real Assets net lease strategy.
Expenses
Compensation and Benefits. Compensation and benefits expenses increased, primarily due to the following:
•$162.3 million increase, driven by higher compensation to existing employees, as well as increased headcount due to our continued growth.
•$97.0 million increase in amortization primarily related to recurring annual equity grants, driven by additional grants made during the fourth quarter of 2024 in connection with year-end bonus compensation.
•$30.3 million increase in amortization primarily related to acquisition-related equity compensation, driven by the Atalaya Earnouts, as the Atalaya Acquisition closed in the third quarter of 2024. See Note 3 to our Financial Statements for additional information.
Amortization of Intangible Assets. Amortization of intangible assets increased $100.7 million, primarily due to intangible assets acquired in connection with the IPI Acquisition, Atalaya Acquisition, KAM Acquisition and Prima Acquisition.
General, Administrative and Other Expenses. General, administrative and other expenses increased, primarily driven by the following:
•$233.6 million increase related to the Services Agreement, which was entered into in January 2025. See Note 10 to our Financial Statements for additional details on the Services Agreement.
•$41.2 million increase related to dealer manager expenses, primarily due to growth in the distribution of OCIC and ORENT.
•$37.5 million offsetting decrease in Transaction Expenses, as costs incurred related to the IPI Acquisition and BDC-related corporate actions in the current-year period were lower than the costs incurred related to the KAM Acquisition, Atalaya Acquisition and Prima Acquisition in the prior-year period.
•$14.4 million increase related to expense support for certain products that we manage.
•$83.3 million increase in other operating expenses across various categories that were individually immaterial, primarily in occupancy and other office-related costs, and professional fees, driven by our continued growth.
82
Table of Contents
Other Loss
Interest Expense. The increase in interest expense was driven by higher average debt outstanding, reflecting the issuance of the 6.250% Senior Notes due 2034 (the “2034 Notes”) in April 2024 and June 2024, and a higher average balance on our Revolving Credit Facility.
Change in TRA Liability. The change in the TRA liability for the current year period was primarily due to accretion resulting from the passage of time and a decrease in the discount rate on the portion carried at fair value. The change in the TRA liability for the prior period was driven primarily by an increase in the discount rate, partially offset by accretion resulting from the passage of time on the portion carried at fair value.
Change in Warrant Liability. The change in the warrant liability for the prior period was driven by the increase in the price of our Class A Shares. All remaining outstanding warrants were exercised in November 2024.
Change in Earnout Liability. The change in the earnout liability for the current year period was primarily driven by movement in our Class A Share price, which impacted the value of the IPI Subsequent Payment (as described in Note 3 to our Financial Statements) and changes in the fair value of the Prima Earnouts (as described in Note 3 to our Financial Statements).
Net Income Attributable To Noncontrolling Interests
Net income attributable to noncontrolling interests primarily represents the allocation to Common Units of their pro rata share of the Blue Owl Operating Group’s net income due to the drivers discussed above. The Common Units represented an approximately 58% weighted average economic interest in the Blue Owl Operating Group for the year ended December 31, 2025.
Non-GAAP Analysis
In addition to presenting our results in accordance with GAAP, we present certain other financial measures that are not presented in accordance with GAAP. Management uses these measures in budgeting and to assess the operating results of our business, and we believe that this information enhances the ability of stockholders to analyze our performance from period to period. These non-GAAP financial measures supplement and should be considered in addition to and not in lieu of our GAAP results, and such measures should not be considered as indicative of our liquidity. Our non-GAAP measures may not be comparable to other similarly titled measures used by other companies. Please see “—Non-GAAP Reconciliations” for reconciliations of these measures to the most comparable measures prepared in accordance with GAAP.
Fee-Related Earnings and Related Components
Fee-Related Earnings (“FRE”) is a supplemental non-GAAP measure of our core operating performance used to make operating decisions and assess our core operating results, focusing on whether our core revenue streams, primarily consisting of management fees, are sufficient to cover our core operating expenses. FRE performance revenues refers to the GAAP performance revenues that are measured and eligible to be received on a recurring basis and not dependent on realization events from the underlying investments. Management also reviews the components that comprise Fee-Related Earnings (i.e., FRE revenues and FRE expenses) on the same basis used to calculate Fee-Related Earnings, and such components are also non-GAAP measures and have been identified with the prefix “FRE” in the tables and discussion below.
83
Table of Contents
Fee-Related Earnings exclude various items that are required for the presentation of our results under GAAP, including the following: noncontrolling interests in the Blue Owl Operating Partnerships; equity-based compensation expense; compensation expenses related to capital contributions in certain subsidiary holding companies that are in-turn paid as compensation to certain employees, as such contributions are not included in Fee-Related Earnings or Distributable Earnings (“DE”); amortization of acquisition-related earnouts and transaction bonuses; amortization of intangible assets; “Transaction Expenses” as defined below; expense support payments and subsequent reimbursements; net gains (losses) on investments; interest and dividend income; interest expense; changes in TRA, warrant and earnout liabilities; and taxes. Transaction expenses are expenses incurred in connection with acquisitions and strategic transactions, including subsequent adjustments related to such transactions, that were not eligible to be netted against consideration or recognized as acquired assets and assumed liabilities in the relevant transactions (“Transaction Expenses”). FRE revenues also exclude the portion of IPI catch-up fees earned that relate to periods prior to the closing of the IPI Acquisition, as such amounts are payable as contingent consideration to the sellers. FRE revenues and FRE expenses also exclude DE performance revenues and related compensation expense, as well as revenues and expenses related to amounts reimbursed by our products, including administrative fees and dealer manager reallowed commissions, that have no impact to our bottom line operating results, and therefore FRE revenues and FRE expenses do not represent our total revenues or total expenses in any given period. DE performance revenues refers to GAAP performance revenues that are not FRE performance revenues.
Distributable Earnings
Distributable Earnings is a supplemental non-GAAP measure of operating performance that equals Fee-Related Earnings plus or minus, as relevant, DE performance revenues and related compensation, interest and dividend income, interest expense, as well as amounts payable for taxes and payments made pursuant to the TRA. Amounts payable for taxes presents the current income taxes payable, excluding the impact of tax contingency-related accrued expenses or benefits, as such amounts are included when paid or received, related to the respective period’s earnings, assuming that all Distributable Earnings were allocated to the Registrant, which would occur following the exchange of all Blue Owl Operating Group Units for Class A Shares. Current income taxes payable and payments made pursuant to the TRA reflect the benefit of tax deductions that are excluded when calculating Distributable Earnings (e.g., equity-based compensation expenses, Transaction Expenses, tax goodwill, etc.). If these tax deductions were to be excluded from amounts payable for taxes, Distributable Earnings would be lower and our effective tax rate would appear to be higher, even though a lower amount of income taxes would have been paid or payable for a period’s earnings. We make these adjustments when calculating Distributable Earnings to more accurately reflect the net realized earnings that are expected to be or become available for distribution or reinvestment into our business. Management believes that Distributable Earnings can be useful as a supplemental performance measure to our GAAP results in assessing the amount of earnings available for distribution.
Margins
GAAP Margin is calculated as income before income taxes, divided by total revenues. FRE Margin is a supplemental non-GAAP measure that equals Fee-Related Earnings before net income allocated to noncontrolling interests, divided by FRE revenues. Management believes that FRE Margin can be useful as a supplemental performance measure used to make operating decisions and assess our core operating results.
Fee-Related Earnings and Distributable Earnings Summary
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | 2025 | 2024 | $ Change | |||||||
| FRE revenues | $ | 2,654,712 | $ | 2,170,563 | $ | 484,149 | ||||
| FRE expenses | 1,107,187 | 881,125 | 226,062 | |||||||
| Net income allocated to noncontrolling interests included in Fee-Related Earnings | (50,989) | (36,072) | (14,917) | |||||||
| Fee-Related Earnings | $ | 1,496,536 | $ | 1,253,366 | $ | 243,170 | ||||
| Distributable Earnings | $ | 1,309,072 | $ | 1,129,248 | $ | 179,824 | ||||
| FRE Margin | 58.3 | % | 59.4 | % |
Fee-Related Earnings and Distributable Earnings for the year ended December 31, 2025 increased as a result of higher FRE revenues in Credit, Real Assets and GP Strategic Capital, partially offset by higher FRE expenses, as further discussed below.
84
Table of Contents
FRE Revenues
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | 2025 | 2024 | $ Change | |||||||
| Credit Platform | ||||||||||
| Direct lending | $ | 1,308,154 | $ | 1,133,304 | $ | 174,850 | ||||
| Alternative credit | 90,407 | 19,834 | 70,573 | |||||||
| Investment grade credit | 67,605 | 27,892 | 39,713 | |||||||
| Liquid credit | 23,144 | 27,750 | (4,606) | |||||||
| Other | 41,980 | 25,814 | 16,166 | |||||||
| Amortization of deferred incentives paid to customers | (9,807) | — | (9,807) | |||||||
| Management Fees, Net(1) | 1,521,483 | 1,234,594 | 286,889 | |||||||
| Administrative, transaction and other fees | 91,167 | 118,370 | (27,203) | |||||||
| FRE performance revenues | 2,713 | 2,274 | 439 | |||||||
| FRE Revenues - Credit Platform | 1,615,363 | 1,355,238 | 260,125 | |||||||
| Real Assets Platform | ||||||||||
| Net lease | 202,105 | 168,588 | 33,517 | |||||||
| Real estate credit | 42,291 | 19,161 | 23,130 | |||||||
| Digital infrastructure | 130,948 | — | 130,948 | |||||||
| Amortization of deferred incentives paid to customers | (1,102) | — | (1,102) | |||||||
| Management Fees, Net(2) | 374,242 | 187,749 | 186,493 | |||||||
| Administrative, transaction and other fees | 6,036 | 736 | 5,300 | |||||||
| FRE performance revenues | 14,117 | 4,413 | 9,704 | |||||||
| FRE Revenues - Real Assets Platform | 394,395 | 192,898 | 201,497 | |||||||
| GP Strategic Capital Platform | ||||||||||
| GP minority stakes | 615,181 | 589,246 | 25,935 | |||||||
| GP debt financing | 17,518 | 22,633 | (5,115) | |||||||
| Professional sports minority stakes | 4,181 | 3,395 | 786 | |||||||
| Management Fees, Net(3) | 636,880 | 615,274 | 21,606 | |||||||
| Administrative, transaction and other fees | 8,074 | 7,153 | 921 | |||||||
| FRE Revenues - GP Strategic Capital Platform | 644,954 | 622,427 | 22,527 | |||||||
| Total FRE Revenues | $ | 2,654,712 | $ | 2,170,563 | $ | 484,149 |
(1)Includes $10.6 million and $3.1 million of catch-up fees for the years ended December 31, 2025 and 2024, respectively.
(2)Includes $1.5 million of catch-up fees for the year ended December 31, 2025. There were no catch-up fees for the year ended December 31, 2024.
(3)Includes $2.0 million and $10.8 million of catch-up fees for the years ended December 31, 2025 and 2024, respectively.
FRE Management Fees. For the year ended December 31, 2025, the increase in FRE management fees was primarily driven by the following:
•Credit increased $286.9 million, including an increase in Part I Fees of $43.2 million, primarily due to continued fundraising and deployment of capital within new and existing direct lending products. Additionally, management fees from alternative credit products, net of the amortization of deferred incentives paid to customers, increased $60.8 million, primarily due to the Atalaya Acquisition closing near the end of the third quarter of 2024, as well as an increase in management fees of $39.7 million from investment grade credit products, primarily as a result of the KAM Acquisition closing in July 2024.
•Real Assets increased $186.5 million, primarily due to management fees of $129.8 million related to digital infrastructure products, net of the amortization of deferred incentives paid to customers, as a result of the IPI Acquisition that closed at the start of the first quarter of 2025. Also contributing to the increase was continued fundraising and deployment of capital within new and existing Real Assets products, primarily ORENT.
85
Table of Contents
•GP Strategic Capital increased $21.6 million, primarily driven by fundraising in our sixth vintage GP minority stakes product, partially offset by a fee step down from a prior vintage GP minority stakes product.
FRE Administrative, Transaction and Other Fees. For the year ended December 31, 2025, the decrease in FRE administrative, transaction and other fees was driven primarily by a decrease of $24.1 million in fee income earned for services provided to portfolio companies.
FRE Performance Revenues. For the year ended December 31, 2025, the increase in FRE performance revenues was primarily driven by products in the Real Assets net lease strategy.
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | 2025 | 2024 | $ Change | |||||||
| FRE compensation and benefits | $ | 765,009 | $ | 620,877 | $ | 144,132 | ||||
| FRE general, administrative and other expenses | 342,178 | 260,248 | 81,930 | |||||||
| Total FRE Expenses | $ | 1,107,187 | $ | 881,125 | $ | 226,062 |
FRE Compensation and Benefits. For the year ended December 31, 2025, FRE compensation and benefits expenses increased, driven by higher compensation to existing employees, as well as increased headcount due to our continued growth.
FRE General, Administrative and Other Expenses. For the year ended December 31, 2025, FRE general, administrative and other expenses increased, primarily driven by occupancy and other office-related costs, reflecting our increased headcount due to our continued growth.
86
Table of Contents
Non-GAAP Reconciliations
The table below presents the reconciliation of the non-GAAP measures presented throughout this MD&A. Please see “—Non-GAAP Analysis” for important information regarding these measures.
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | 2025 | 2024 | ||||||||
| GAAP Net Income Attributable to Class A Shares | $ | 78,833 | $ | 109,584 | ||||||
| Net income attributable to noncontrolling interests | 226,654 | 310,862 | ||||||||
| Income tax expense | 42,424 | 48,782 | ||||||||
| GAAP Income Before Income Taxes | 347,911 | 469,228 | ||||||||
| Strategic Revenue-Share Purchase consideration amortization | 44,321 | 43,553 | ||||||||
| DE performance revenues | (9,942) | (409) | ||||||||
| DE performance revenues compensation | 8,451 | 143 | ||||||||
| IPI Acquisition-related catch-up fees payable to sellers | (33,653) | — | ||||||||
| Equity-based compensation - other | 312,706 | 215,464 | ||||||||
| Equity-based compensation - acquisition-related | 298,277 | 27,972 | ||||||||
| Equity-based compensation - Business Combination grants | 62,541 | 69,173 | ||||||||
| Acquisition-related cash amortization | 5,566 | — | ||||||||
| Capital-related compensation | 2,496 | 3,858 | ||||||||
| Amortization of intangible assets | 358,952 | 258,256 | ||||||||
| Transaction Expenses | 36,963 | 74,476 | ||||||||
| Expense support | 4,597 | (9,805) | ||||||||
| Net gains (losses) on investments | 7,105 | (1,713) | ||||||||
| Change in TRA liability | 13,608 | (7,080) | ||||||||
| Change in warrant liability | — | 38,300 | ||||||||
| Change in earnout liability | (30,945) | 28,300 | ||||||||
| Interest and dividend income | (45,184) | (42,172) | ||||||||
| Interest expense | 163,755 | 121,894 | ||||||||
| Fee-Related Earnings Before Noncontrolling Interests | 1,547,525 | 1,289,438 | ||||||||
| Net income allocated to noncontrolling interests included in Fee-Related Earnings | (50,989) | (36,072) | ||||||||
| Fee-Related Earnings | 1,496,536 | 1,253,366 | ||||||||
| DE performance revenues | 9,942 | 409 | ||||||||
| DE performance revenues compensation | (8,451) | (143) | ||||||||
| Interest and dividend income | 45,184 | 42,172 | ||||||||
| Interest expense | (163,755) | (121,894) | ||||||||
| Taxes and TRA payments | (70,384) | (44,662) | ||||||||
| Distributable Earnings | $ | 1,309,072 | $ | 1,129,248 |
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | 2025 | 2024 | ||||||||
| GAAP Management Fees | $ | 2,521,937 | $ | 1,994,064 | ||||||
| Strategic Revenue-Share Purchase consideration amortization | 44,321 | 43,553 | ||||||||
| IPI Acquisition-related catch-up fees payable to sellers | (33,653) | — | ||||||||
| FRE Management Fees | $ | 2,532,605 | $ | 2,037,617 |
87
Table of Contents
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | 2025 | 2024 | ||||||||
| GAAP Administrative, Transaction, and Other Fees | $ | 321,469 | $ | 294,267 | ||||||
| Reimbursed expenses | (216,192) | (168,008) | ||||||||
| FRE Administrative, Transaction and Other Fees | $ | 105,277 | $ | 126,259 |
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | 2025 | 2024 | ||||||||
| Performance Revenues | $ | 26,772 | $ | 7,096 | ||||||
| DE performance revenues | (9,942) | (409) | ||||||||
| FRE Performance Revenues | $ | 16,830 | $ | 6,687 |
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | 2025 | 2024 | ||||||||
| GAAP Revenues | $ | 2,870,178 | $ | 2,295,427 | ||||||
| Strategic Revenue-Share Purchase consideration amortization | 44,321 | 43,553 | ||||||||
| DE performance revenues | (9,942) | (409) | ||||||||
| IPI Acquisition-related catch-up fees payable to sellers | (33,653) | — | ||||||||
| Reimbursed expenses | (216,192) | (168,008) | ||||||||
| FRE Revenues | $ | 2,654,712 | $ | 2,170,563 |
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | 2025 | 2024 | ||||||||
| GAAP Compensation and Benefits | $ | 1,307,040 | $ | 1,017,483 | ||||||
| DE performance revenues compensation | (8,451) | (143) | ||||||||
| Equity-based compensation - other | (312,706) | (215,464) | ||||||||
| Equity-based compensation - acquisition-related | (64,650) | (27,972) | ||||||||
| Equity-based compensation - Business Combination grants | (62,541) | (69,173) | ||||||||
| Acquisition-related cash amortization | (5,566) | — | ||||||||
| Capital-related compensation | (2,496) | (3,858) | ||||||||
| Reimbursed expenses | (85,621) | (79,996) | ||||||||
| FRE Compensation and Benefits | $ | 765,009 | $ | 620,877 |
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | 2025 | 2024 | ||||||||
| GAAP General, Administrative and Other Expenses | $ | 747,936 | $ | 412,931 | ||||||
| Equity-based compensation - acquisition-related | (233,627) | — | ||||||||
| Transaction Expenses | (36,963) | (74,476) | ||||||||
| Expense support | (4,597) | 9,805 | ||||||||
| Reimbursed expenses | (130,571) | (88,012) | ||||||||
| FRE General, Administrative and Other Expenses | $ | 342,178 | $ | 260,248 |
88
Table of Contents
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | 2025 | 2024 | ||||||||
| Income Before Income Taxes | $ | 347,911 | $ | 469,228 | ||||||
| GAAP Revenues | $ | 2,870,178 | $ | 2,295,427 | ||||||
| GAAP Margin | 12.1 | % | 20.4 | % | ||||||
| Fee-Related Earnings Before Noncontrolling Interests | $ | 1,547,525 | $ | 1,289,438 | ||||||
| FRE Revenues | $ | 2,654,712 | $ | 2,170,563 | ||||||
| FRE Margin | 58.3 | % | 59.4 | % |
Liquidity and Capital Resources
Overview
We rely on management fees as the primary source of our operating liquidity. From time to time we may rely on the use of our Revolving Credit Facility between management fee collection dates, which generally occur on a quarterly basis. We may also rely on our Revolving Credit Facility for liquidity needed to fund acquisitions, which we may replace with longer-term financing, subject to market conditions.
We ended the fourth quarter of 2025 with $194.5 million of cash and cash equivalents and approximately $1.6 billion available under our Revolving Credit Facility. Based on management’s experience and our current level of liquidity and assets under management, we believe that our current liquidity position and cash generated from management fees will continue to be sufficient to meet our anticipated working capital needs for at least the next 12 months.
Over the short and long term, we may use cash and cash equivalents, issue additional debt or equity securities, or may seek other sources of liquidity to:
•Grow our existing investment management business;
•Expand into, or acquire, businesses that are complementary to our existing investment management business or other strategic growth initiatives;
•Pay operating expenses, including cash compensation to our employees;
•Repay debt obligations and interest thereon;
•Opportunistically repurchase Class A Shares on the open market, as well as pay withholding taxes on net settled, vested RSUs;
•Pay income taxes and amounts due under the TRA;
•Pay dividends to holders of our Class A Shares, as well as make corresponding distributions to holders of Common Units and Incentive Units at the Blue Owl Operating Group level;
•Pay the KAM Earnouts (as defined in Note 3 to our Financial Statements); and/or
•Fund debt and equity investment commitments to existing or future products.
89
Table of Contents
Debt Obligations
As of December 31, 2025, our long-term debt obligations consisted of $59.8 million aggregate principal amount of 7.397% Senior Notes due 2028 (the “2028 Notes”), $700.0 million aggregate principal amount of 3.125% Senior Notes due 2031 (the “2031 Notes”), $400.0 million aggregate principal amount of 4.375% Senior Notes due 2032 (the “2032 Notes”), $1.0 billion aggregate principal amount of the 2034 Notes and $350.0 million aggregate principal amount of 4.125% Senior Notes due 2051 (the “2051 Notes” and, collectively with the 2028 Notes, the 2031 Notes, the 2032 Notes and the 2034 Notes, the “Notes”). We also had $860.0 million outstanding under our Revolving Credit Facility as of December 31, 2025, which was amended in August 2025 to, among other things, increase the total borrowing capacity to $2.425 billion (subject to a potential increase to $3.0 billion upon the satisfaction of certain conditions) and to extend the maturity date to August 8, 2030. Additionally, certain dollar baskets and thresholds under the Revolving Credit Facility were increased pursuant to the amendment. In November 2025, the total borrowing capacity was further increased to $2.450 billion upon the satisfaction of certain conditions pursuant to the terms of the amendment entered into in August 2025. As of February 19, 2026, $785.0 million was outstanding under the Revolving Credit Facility.
We expect to use cash on hand to pay interest and principal due on our financing arrangements over time, which would reduce amounts available for dividends and distributions to our stockholders. We may choose to refinance all or a portion of any amounts outstanding on or prior to their respective maturity dates by issuing new debt, which could result in higher borrowing costs. We may also choose to repay borrowings by using proceeds from the issuance of equity or other securities, which would dilute stockholders. See Note 7 to our Financial Statements for additional information regarding our debt obligations.
Tax Receivable Agreement
As discussed in Note 8 to our Financial Statements, we made a payment under the TRA and may in the future be required to make additional payments. As of December 31, 2025, assuming no material changes in the relevant tax law and that we generate sufficient taxable income to realize the full tax benefit of the increased amortization resulting from the increase in tax basis of certain Blue Owl Operating Group assets, we expect to pay approximately $1.8 billion under the TRA (such amount excludes the adjustment to fair value for the portion classified as contingent consideration). Future cash savings and related payments under the TRA in respect of subsequent exchanges of Common Units for Class A or B Shares would be in addition to these amounts.
Payments under the TRA are anticipated to increase the tax basis adjustment and, consequently, result in increasing annual amortization deductions in the taxable years of and after such increases to the original basis adjustments, and potentially will give rise to increasing tax savings with respect to such years and correspondingly increasing payments under the TRA.
The obligation to make payments under the TRA is an obligation of Blue Owl GP, and any other corporate taxpaying entities that in the future may hold GP Units (as defined in Note 1 to our Financial Statements) and not of the Blue Owl Operating Group. We may need to incur debt to finance payments under the TRA to the extent the Blue Owl Operating Group does not distribute cash to the Registrant or Blue Owl GP in an amount sufficient to meet our obligations under the TRA.
The actual increase in tax basis of the Blue Owl Operating Group assets resulting from an exchange or from payments under the TRA, as well as the amortization thereof and the timing and amount of payments under the TRA, will vary based upon a number of factors, including the following:
•The amount and timing of our taxable income will impact the payments to be made under the TRA. To the extent that we do not have sufficient taxable income to utilize the amortization deductions available as a result of the increased tax basis in the Blue Owl Operating Group’s assets, payments required under the TRA would be reduced.
•The price of our Class A Shares at the time of any exchange will determine the actual increase in tax basis of the Blue Owl Operating Group’s assets resulting from such exchange; payments under the TRA resulting from future exchanges, if any, will be dependent in part upon such actual increase in tax basis.
•The composition of the Blue Owl Operating Group assets at the time of any exchange will determine the extent to which we may benefit from amortizing the increased tax basis in such assets and thus will impact the amount of future payments under the TRA resulting from any future exchanges.
•The extent to which future exchanges are taxable will impact the extent to which we will receive an increase in tax basis of the Blue Owl Operating Group assets as a result of such exchanges, and thus will impact the benefit derived by us and the resulting payments, if any, to be made under the TRA.
90
Table of Contents
•The tax rates in effect at the time any potential tax savings are realized, which would affect the amount of any future payments under the TRA.
Depending upon the outcome of these and other factors, payments that we may be obligated to make under the TRA in respect of exchanges could be substantial. In light of the numerous factors affecting our obligation to make payments under the TRA, the timing and amounts of any such actual payments are not reasonably ascertainable.
Share Repurchases and RSUs Withheld for Tax Withholding
In February 2025, Blue Owl’s Board authorized the 2025 Program. Under the 2025 Program, up to $150.0 million of Class A Share repurchases could be made from time to time in open market transactions, in privately negotiated transactions or otherwise. The timing and the actual number of shares repurchased will depend on a variety of factors, including legal requirements, price and economic and market conditions. The 2025 Program may be changed, suspended or discontinued at any time and will terminate upon the earlier of (i) the purchase of all shares available under the 2025 Program and (ii) February 28, 2027. We repurchased 3,699,164 Class A Shares, for an aggregate of $53.7 million, under the 2025 Program during the year ended December 31, 2025.
Additionally, pursuant to the terms of our RSU agreements, upon the vesting of RSUs to employees, we may net settle awards to satisfy employee tax withholding obligations. In such instances, we cancel a number of RSUs equivalent in value to the amount of tax withholding payments that we make on behalf of employees out of available cash. During the year ended December 31, 2025, 3,586,554 RSUs with a fair value of $79.6 million were withheld to satisfy tax withholding obligations.
Earnout Liability
The KAM Earnouts are classified as liabilities in our consolidated statements of financial position and represent the fair value of the obligation to make future cash payments if the respective triggering events occur. As we approach each triggering event with respect to the KAM Earnouts, we generally would expect the respective liabilities to increase due to the passage of time and meeting certain revenue thresholds, which would result in mark-to-market losses being recognized in our consolidated statements of operations. To the extent we have insufficient cash on hand or that we opt to, we may rely on debt or equity financing to facilitate these transactions in the future. For additional information on these earnout liabilities, see Note 1 and Note 3 to the Financial Statements.
The Prima Earnouts (as defined in Note 3 to our Financial Statements) and Atalaya Earnouts are payable in Class A Shares or Common Units. As we approach each triggering event, we generally would expect the respective liabilities to increase due to the passage of time and the achievement of certain revenue thresholds, which would result in mark-to-market losses being recognized in our consolidated statements of operations.
The earnout liability related to the IPI Acquisition, including the IPI Subsequent Payment (as defined in Note 3 to our Financial Statements), was settled during the second quarter of 2025. For additional information on these earnout liabilities, see Note 1 and Note 3 to the Financial Statements.
Dividends and Distributions
Starting in 2023, we moved to a fixed quarterly dividend based on our expected annual Distributable Earnings for a given year, which will be reassessed on an annual basis. For the fourth quarter of 2025, we declared a dividend of $0.225 to shareholders of record as of the close of business on February 20, 2026, which will be paid on March 2, 2026, bringing our fiscal year 2025 dividends to $0.90. We set the target annual dividend for fiscal year 2026 at $0.92 per Class A Share (representing a fixed quarterly dividend of $0.23 per Class A Share), subject to the approval of the Board each quarter on or prior to each quarterly distribution date and in compliance with Delaware law, and such dividends are paid following the end of each quarter.
91
Table of Contents
We intend to increase our fixed dividend each year, in line with our expected growth in Distributable Earnings. When setting our dividend, our Board considers the expected amount of Distributable Earnings, and makes adjustments as necessary or appropriate to provide for the conduct of our business; to make appropriate investments in our business and products, including funding of GP commitments and potential strategic transactions; to provide for future cash requirements such as TRA and tax-related payments, operating reserves, fixed asset purchases, purchases under the Company’s share repurchase program and dividends to stockholders for any ensuing quarter; or to comply with applicable law and the Company’s contractual obligations. All of the foregoing is subject to the qualification that the declaration and payment of any dividends are at the sole discretion of our Board, and our Board may change our dividend policy at any time, including, without limitation, to reduce or eliminate dividends entirely.
Blue Owl Holdings will make cash distributions (“Tax Distributions”) to its partners, including to Blue Owl GP, if we determine that the taxable income of Blue Owl Holdings will give rise to taxable income for its partners. Generally, Tax Distributions will be computed based on our estimate of the taxable income of Blue Owl Holdings allocable to a partner multiplied by an assumed tax rate equal to the highest effective marginal combined U.S. federal, New York State and New York City income tax rates prescribed for an individual or corporate resident in New York City (taking into account certain assumptions set forth in the partnership agreement). Tax Distributions will be made only to the extent distributions from Blue Owl Holdings for the relevant year were otherwise insufficient to cover the estimated assumed tax liabilities.
Holders of our Class A and B Shares may not always receive distributions or may receive lower distributions on a per share basis at a time when we, indirectly through Blue Owl GP, and holders of our Common Units are receiving distributions on their interests, as distributions to the Registrant and Blue Owl GP may be used to settle tax and TRA liabilities, if any, and other obligations.
Dividends are expected to be treated as qualified dividends under current law to the extent of the Company’s current and accumulated earnings and profits, with any excess dividends treated as a return of capital to the extent of a stockholder’s basis, and any remaining excess generally treated as gain realized on the sale or other disposition of stock.
Risks to our Liquidity
Our ability to obtain financing provides us with additional sources of liquidity. Any new financing arrangement that we may enter into may have covenants that impose additional limitations on us, including with respect to making distributions, entering into business transactions or other matters, and may result in increased interest expense. If we are unable to secure financing on terms that are favorable to us, our business may be adversely impacted. No assurance can be given that we will be able to issue new debt, enter into new credit facilities or issue equity or other securities in the future on attractive terms or at all.
Adverse market conditions, including from unexpectedly high and persistent inflation, an increasing interest rate environment, geopolitical events, and the current instability experienced by some financial institutions, may negatively impact our liquidity. Cash flows from management fees may be impacted by a slowdown or a decline in fundraising and deployment, as well as declines in the value of investments held in certain of our products. We hold the majority of our cash balances with a single highly rated financial institution and such balances are in excess of Federal Deposit Insurance Corporation insured limits. See “Item 1A. Risk Factors — Risks Related to Macroeconomic Factors.”
Cash Flows Analysis
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | 2025 | 2024 | $ Change | |||||||
| Net cash provided by (used in): | ||||||||||
| Operating activities | $ | 1,256,032 | $ | 999,555 | $ | 256,477 | ||||
| Investing activities | (270,571) | (638,145) | 367,574 | |||||||
| Financing activities | (943,038) | (313,481) | (629,557) | |||||||
| Net Change in Cash and Cash Equivalents | $ | 42,423 | $ | 47,929 | $ | (5,506) |
Operating Activities. Our net cash flows from operating activities are generally comprised of management fees, less cash used for operating expenses, including interest paid on our debt obligations. One of our largest operating cash outflows generally relates to year-end bonuses, which are generally paid out during the first quarter of the year following the year in which the expense was incurred (e.g., 2025 year-end bonuses are paid out during the first quarter of 2026).
92
Table of Contents
Net cash flows from operating activities increased from the prior year period due to higher management fees, partially offset by higher operating expenses, in particular higher bonus payments made during the first quarter related to the prior year.
Included in the year ended December 31, 2024 were the cash outflows of the portion of the Second Oak Street Earnout classified as contingent consideration in excess of the acquisition-date fair value that settled in January 2024; the amount paid up to the acquisition-date fair value was included in financing activities and the remainder (i.e., accretion since the acquisition date) was included in operating activities.
Investing Activities. Cash flows from investing activities for the year ended December 31, 2025 were primarily related to cash consideration paid in connection with the IPI Acquisition, investments in our products and cash outflows for office space-related leasehold improvements. In addition, investment activities included inflows from redemptions from a product we manage.
Cash flows from investing activities for the year ended December 31, 2024 were primarily related to cash consideration paid in connection with the KAM Acquisition and Atalaya Acquisition, a preferred equity investment in Kuvare UK Holdings, investments in our products and cash outflows for office space-related leasehold improvements. In addition, investment activities included inflows from repayments on our interest-bearing revolving promissory note receivable from a product we manage that was fully repaid.
Financing Activities. Cash flows from financing activities for the year ended December 31, 2025 were primarily related to borrowing and repayment activity under our Revolving Credit Facility, which borrowings were used, in part, to finance the IPI Acquisition. In addition, we had distributions on our Common Units (noncontrolling interests), dividends on our Class A Shares, as well as withholdings on vested RSUs. Included in the year ended December 31, 2025, was the cash portion of the IPI Subsequent Payment (as defined in Note 3 to our Financial Statements) that was settled in the second quarter of 2025, which amount represented catch-up fees earned from ODI III that were passed on to the IPI sellers.
Cash flows from financing activities for the year ended December 31, 2024 were primarily related to the issuance of our 2034 Notes and borrowing and repayment activity under our Revolving Credit Facility, which borrowings were used to finance the Prima Acquisition, the KAM Acquisition and the Atalaya Acquisition. In addition, we had distributions on our Common Units (noncontrolling interests) and dividends on our Class A Shares. Included in the year ended December 31, 2024 was a portion of the cash outflows related to the second tranche of Oak Street Earnout Units (as defined in Note 10 to our Financial Statements) classified as contingent consideration that settled in January 2024, as discussed above, as well as amounts paid under the TRA.
Critical Accounting Estimates
We prepare our Financial Statements in accordance with GAAP. In applying many of these accounting principles, we make estimates that affect the reported amounts of assets, liabilities, revenues and expenses in the Financial Statements. We base our estimates on historical experience and other factors that we believe are reasonable under the circumstances. These estimates, however, are subjective and subject to change, and actual results may differ materially from our current estimates due to the inherent nature of these estimates, including geopolitical, macro-environmental and other uncertainties. For a summary of our significant accounting policies, see Note 2 to our Financial Statements.
Estimation of Fair Values
Investments Held by our Products
The fair value of the investments held by our products in our Credit and Real Assets platforms is the primary input to the calculation for the majority of our management fees. Management fees from our other Real Assets and GP Strategic Capital products are generally based on commitments or investment cost, so our management fees are generally not impacted by changes in the estimated fair values of investments held by these products. However, to the extent that management fees are calculated based on investment cost of the product’s investments, the amount of fees that we may charge will increase or decrease from the effect of changes in the cost basis of the product’s investments, including potential impairment losses. In the absence of observable market prices, we use valuation methodologies applied on a consistent basis and assumptions that we believe market participants would use to determine the fair value of the investments. For investments where little market activity exists, the determination of fair value is based on the best information available, our own assumptions, a significant degree of judgment, and the consideration of a combination of internal and external factors.
93
Table of Contents
Our products generally value their investments at fair value, as determined in good faith by each product’s respective board of directors or valuation committee, as applicable, based on, among other things, the input of third party valuation firms and taking into account the nature and realizable value of any collateral, an investee’s ability to make payments and its earnings, the markets in which the investee operates, comparison to publicly traded companies, discounted cash flows, current market interest rates and other relevant factors. Because such valuations are inherently uncertain, the valuations may fluctuate significantly over time due to changes in market conditions. These valuations would, in turn, have corresponding proportionate impacts on the amount of management fees that we may earn from certain products on which revenues are based on the fair value of investments.
TRA Liability
We carry a portion of our TRA liability at fair value, as it is contingent consideration related to the Dyal Acquisition (as defined in Note 1 to our Financial Statements). The valuation of this portion of the TRA liability is mostly sensitive to our expectation of future cash savings that we may ultimately realize related to our tax goodwill and other intangible assets deductions. We then apply a discount rate that we believe is appropriate given the nature of and expected timing of payments of the liability. A decrease in the discount rate assumption would result in an increase in the fair value estimate of the liability, which would have a corresponding negative impact on our GAAP results of operations. However, payments under the TRA are ultimately only made to the extent we realize the offsetting cash savings on our income taxes due to the tax goodwill and other intangibles deduction. See Note 4 to our Financial Statements for additional details.
Earnout Liability
The fair value of our earnout liability was determined using various significant unobservable inputs, including a discount rate and our best estimate of expected revenues, volatility and holding periods. Changes in the estimated fair value of this liability may have a material impact on our results of operations in any given period, as any increase in this liability has a corresponding negative impact on our GAAP results of operations. See Note 4 to our Financial Statements for additional details.
Preferred Equity Investment
We have elected the fair value option on our preferred equity investment. The valuation of the preferred equity investment considers our best estimate of future cash flow, including timing of repayment, which is discounted considering the risk free rate and credit assumptions related to the underlying issuer. A decrease in the expected cash flows or increase in the discount rate assumptions would result in a decrease in the fair value of the preferred equity investment, which would have a corresponding negative impact on our GAAP results of operations. These assumptions require a significant amount of judgment and could have a material impact on the valuation. See Note 4 to our Financial Statements for additional details.
Equity-based Compensation
The grant-date fair values of our RSU and Incentive Unit grants, as well as the compensation-classified earnouts, are generally determined using our Class A Share price on the grant date, adjusted for the lack of dividend participation during the vesting period, and the application of a discount for lack of marketability for grants subject to post-vesting transfer restrictions. The higher these discounts, the lower the compensation expense taken over time for these grants.
Deferred Tax Assets
Substantially all of our deferred tax assets relate to goodwill and other intangible assets deductible for tax purposes, as well as payments expected to be made under the TRA. In accordance with relevant tax rules, we expect to take substantially all of these goodwill and other intangible deductions over a 15-year period following the applicable transaction. To the extent we generate insufficient taxable income to take the full deduction in any given year, we will generate a net operating loss (“NOL”) that is available for us to use over an indefinite carryforward period in order to fully realize the deferred tax assets.
When evaluating the realizability of deferred tax assets, all evidence—both positive and negative—is considered. This evidence includes, but is not limited to, expectations regarding future earnings, future reversals of existing temporary tax differences and tax planning strategies. We did not take into account any tax planning strategies when arriving at this conclusion; however, the other assumptions underlying the taxable income estimates are based on our near-term operating model. If we experience a significant decline in AUM for any extended time during the period for which these estimates relate and we do not otherwise experience offsetting growth rates in other periods, we may not generate taxable income sufficient to realize the deferred tax assets and may need to record a valuation allowance. However, given the indefinite carryforward period available for NOLs and the conservative estimates used to prepare the taxable income projections, the sensitivity of our estimates and assumptions are not likely to have a material impact on our conclusion that a valuation allowance is not needed.
94
Table of Contents
Acquisitions
Purchase Price Allocation
We account for business combinations using the acquisition method of accounting, under which the purchase price of the acquisition is allocated to the assets acquired and liabilities assumed, with any excess consideration allocated to goodwill, using the fair values determined by management as of the acquisition date.
Management’s determination of the fair value of assets acquired and liabilities assumed at the acquisition date is based on the best information available and may incorporate management’s own assumptions and involve significant judgment. We use our best estimates and assumptions to accurately assign fair value to the tangible and identifiable intangible assets acquired and liabilities assumed at the acquisition date. Assumptions in valuing certain intangible assets include, but are not limited to, future expected cash inflows and outflows, future fundraising and timing of new product launches, discount rates, revenue volatility and income tax rates. Our estimates for future cash flows are based on historical data, internal estimates and external sources, and are based on assumptions that are consistent with the plans and estimates we use to manage the underlying assets acquired. We estimate the useful lives of intangible assets based on the expected period over which we anticipate generating substantially all of the economic benefit from the asset. We base our estimates on assumptions we believe to be reasonable but that are unpredictable and inherently uncertain. Unanticipated events and circumstances may occur that could affect the accuracy or validity of such assumptions, estimates or actual results.
Impairment Testing of Goodwill and Other Intangible Assets
Our ongoing accounting for goodwill and other intangible assets requires us to make significant estimates and assumptions when evaluating these assets for impairment. We generally undertake a qualitative review of factors that may indicate whether an impairment exists. We take into account factors such as projections for FPAUM, revenue and general economic conditions that require judgment in deciding whether a quantitative analysis should be undertaken. Our evaluation for indicators of impairment may not capture a potential impairment, which could result in an overstatement of the carrying values of goodwill and other intangible assets. Our single reporting unit is not at risk of failing the quantitative impairment test. We also estimate the useful lives of our finite-lived intangible assets for purposes of amortization. The useful lives are based on our judgment of the expected future economic benefits of the assets. Changes in estimated useful lives could result in significant changes to the amount of amortization expense recognized in future periods.
Consolidation
We consolidate entities based on either a variable interest model or voting interest model. The determination of whether an entity is a variable interest entity (“VIE”) and if the entity should be consolidated under GAAP requires a significant amount of judgment concerning the degree of control over an entity by its holders of variable interests. To make these judgments, we conduct an analysis, on a case-by-case basis, of whether we are the primary beneficiary and are therefore required to consolidate an entity. We continually reconsider whether we should consolidate a VIE. Upon the occurrence of certain events, such as a change in investment amount and modifications to organizational documents and investment management agreements of our products, we will reconsider our conclusion regarding the status of an entity as a VIE. Our judgment when analyzing the status of an entity and whether we consolidate an entity could have a material impact on individual line items within our Financial Statements, as a change in our conclusion would have the effect of grossing up the assets, liabilities, revenues and expenses of the entity being evaluated. In light of the relatively insignificant direct and indirect investments into our products, the likelihood of a reasonable change in our estimation and judgment would likely not result in a change in our conclusions to consolidate or not consolidate any VIEs to which we have exposure.
Impact of Changes in Accounting on Recent and Future Trends
We believe that none of the changes to GAAP that went into effect during the year ended December 31, 2025, or that have been issued but that we have not yet adopted, are expected to materially impact our future trends.
95
Table of Contents
MD&A history
Prior-year 10-K MD&A spans are extracted from SEC filings with the same bounded parser used for the latest filing. The latest 10-K appears above; prior years are below.
FY 2024 10-K MD&A
SEC filing source: 0001823945-25-000013.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to, those described in “Item 1A. Risk Factors.” of this report, and should be read in conjunction with the Financial Statements.
Overview
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | 2024 | 2023 | ||||||||
| Net Income Attributable to Blue Owl Capital Inc. | $ | 109,584 | $ | 54,343 | ||||||
| Fee-Related Earnings(1) | $ | 1,253,366 | $ | 997,717 | ||||||
| Distributable Earnings(1) | $ | 1,129,248 | $ | 927,838 |
(1) For the specific components and calculations of these Non-GAAP measures, as well as a reconciliation of these measures to the most comparable measure in accordance with GAAP, see “—Non-GAAP Analysis” and “—Non-GAAP Reconciliations.”
Please see “—GAAP Results of Operations Analysis” and “—Non-GAAP Analysis” for a detailed discussion of the underlying drivers of our results.
Recent Transactions
On June 6, 2024, we completed the Prima Acquisition, creating our real estate finance strategy. See Note 3 to our Financial Statements for additional information.
On July 1, 2024, we completed the KAM Acquisition. KAM is a boutique investment management firm focused on providing asset management services to the insurance industry. KAM’s capabilities in investment grade credit and real estate strategies supplement Blue Owl’s existing strength in these asset classes and further accelerate our ability to bring differentiated products and strategies to the market for insurance clients. Our acquisition of KAM enhances our ability to serve the insurance market at scale and marks the official launch of Blue Owl Insurance Solutions. Working seamlessly across our investment platforms, Blue Owl Insurance Solutions combines the focused alternatives approach with expanded industry capabilities to now serve insurance clients across a broader range of their needs. See Note 3 to our Financial Statements for additional information.
On September 30, 2024, we completed the Atalaya Acquisition. Atalaya focuses primarily on asset-based credit investments across consumer and commercial finance, corporate and real estate assets. The completion of the acquisition of Atalaya’s business represents a significant expansion of Blue Owl’s alternative credit presence. See Note 3 to our Financial Statements for additional information.
71
Table of Contents
On January 3, 2025, we completed the previously announced IPI Acquisition. The aggregate consideration for the IPI Acquisition was approximately $1.0 billion. We funded the IPI Acquisition through the issuance of 39,091,754 Common Units and corresponding Class C Shares and cash consideration of $204.1 million. We expect to issue additional Common Units and corresponding Class C Shares in the first half of 2025 when the purchase price is finalized.
In addition, in connection with the IPI Acquisition, we entered into a services agreement with ICONIQ (as defined in Note 14 to our Financial Statements) (the “Services Agreement”), pursuant to which ICONIQ will provide certain services, including investment analysis and investor relations services to us or our subsidiaries. Under the terms of the Services Agreement, in 2026 we expect to issue 14,175,000 Incentive Units, subject to future targets. We also expect to issue in 2027 or 2028 a meaningful amount of additional Incentive Units pursuant to the Services Agreement, subject to the achievement of certain future targets. The Incentive Units will be fully vested upon issuance.
Assets Under Management
| Blue OwlAUM: $251.1 billionFPAUM: $159.8 billion | ||||
|---|---|---|---|---|
| Credit AUM: $135.7 billionFPAUM: $91.0 billion | GP Strategic CapitalAUM: $66.0 billionFPAUM: $37.3 billion | Real AssetsAUM: $49.4 billionFPAUM: $31.5 billion | ||
| Direct LendingAUM: $98.1 billionFPAUM: $58.6 billion | GP Minority StakesAUM: $62.4 billionFPAUM: $35.9 billion | Net LeaseAUM: $33.9 billionFPAUM: $17.4 billion | ||
| Alternative CreditAUM: $10.5 billionFPAUM: $5.7 billion | GP Debt FinancingAUM: $2.8 billionFPAUM: $1.2 billion | Real Estate Credit AUM: $15.5 billionFPAUM: $14.1 billion | ||
| Investment Grade CreditAUM: $17.6 billionFPAUM: $17.7 billion | Professional Sports Minority StakesAUM: $0.9 billionFPAUM: $0.3 billion | |||
| Liquid CreditAUM: $7.3 billionFPAUM: $7.2 billion | ||||
| OtherAUM: $2.3 billionFPAUM: $1.7 billion |
All amounts shown as of December 31, 2024, totals may not sum due to rounding.
As of December 31, 2024, our AUM was $251.1 billion, which included $159.8 billion of FPAUM. As of December 31, 2024, we have $22.6 billion in AUM not yet paying fees, providing over $300 million of annualized management fees once deployed. See “—Assets Under Management” for additional information, including important information on how we define these metrics.
Business Environment
Our business is impacted by conditions in the financial markets and economic conditions in the United States, and to a lesser extent, globally.
We believe that our management-fee centric business model and base of Permanent Capital contribute to the resiliency of our earnings and the strength of our business growth, particularly during periods of market uncertainty and volatility, as we have seen over the past few years. During the fourth quarter of 2024, industry M&A and capital markets activity remained moderately constructive, a continuation of the improvement relative to late 2022 and early 2023.
Over the past twelve months, 91% of our GAAP and FRE management fees were generated by Permanent Capital and the remainder was predominantly from long-dated capital, with no meaningful pressure to our asset base from redemptions. The fourth quarter of 2024 was a record fundraising quarter for Blue Owl, in which we raised $9.5 billion of equity across an increasingly diversified set of products and strategies. Inclusive of debt, we raised $18.1 billion of capital in the fourth quarter and $47.5 billion in 2024. Fundraising and capital deployment contributed to management fee growth of over 25% compared
72
Table of Contents
with the prior year. We ended the fourth quarter of 2024 with substantial available capital to deploy, reporting approximately $22.6 billion of AUM not yet paying fees.
Subsequent to quarter end, we completed the IPI Acquisition, reflecting a significant step forward in Blue Owl’s presence in the digital infrastructure ecosystem. Pro forma for the IPI Acquisition, our AUM as of December 31, 2024 was approximately $265 billion.
The fourth quarter of 2024 was once again a very active quarter for direct lending deployment, with $13.4 billion of originations, bringing our full year gross deployment to $52.0 billion and net funded deployment of $16.6 billion. Blue Owl continued to play a significant role in new deals, add-ons and refinancings alongside the syndicated market. We were also active in deploying capital for our alternative credit strategy and insurance solutions platform. For Blue Owl, positive net deployment and ongoing capital raising remained key drivers of higher management fees.
We continue to see attractive deployment opportunities for our GP Strategic Capital products, as capital needs across the private alternative asset management sector remain elevated. We raised incremental capital in our large-cap GP minority stakes strategy from both the institutional and private wealth channels and held an incremental close for our mid-cap minority stakes strategy, bringing this new strategy to nearly $1 billion dollars. During the fourth quarter, Blue Owl GP Stakes III completed another strip sale of certain assets within the fund, providing liquidity for existing investors while offering a creative way for new investors to access our pool of leading notable Partner Managers.
In Real Assets, we continue to actively deploy capital in our net lease strategy across a number of scaled opportunities, with our latest fund now over 75% committed despite having just held a final close in the first quarter of 2024. Our pipeline of deployment opportunities remains robust, reflecting the very significant capital needs of corporations, and we continue to see robust demand from investors in these products. During the fourth quarter, we held an additional close for our European net lease strategy and continued to see strong interest in our non-traded REIT.
We are continuing to closely monitor developments related to the macroeconomic factors that have contributed to market volatility, and to assess the impact of these factors on financial markets and on our business. Our future results may be adversely affected by slowdowns in fundraising activity and the pace of capital deployment, which could result in delayed management fees. It is currently not possible to predict the ultimate effects of these events on the financial markets, overall economy and our Financial Statements. See “Item 1A. Risk Factors —Risks Related to Macroeconomic Factors.”
Additionally, we intend to continue pursuing strategic acquisitions and investments to accelerate our growth and broaden our product offerings. Our acquisition strategy is centered around driving additional scale or expanding capabilities that complement or augment our existing products.
Assets Under Management
We present information regarding our AUM, FPAUM and various other related metrics throughout this MD&A to provide context around our fee generating revenues results, as well as indicators of the potential for future earnings from existing and new products. Our calculations of AUM and FPAUM may differ from the calculation methodologies of other asset managers, and as a result these measures may not be comparable to similar measures presented by other asset managers. In addition, our calculation of AUM includes amounts that are fee exempt (i.e., not subject to fees).
As of December 31, 2024, assets under management related to us, our executives and other employees totaled approximately $4.1 billion (including $2.2 billion related to accrued carried interest). A portion of these assets under management are not charged fees.
Composition of Assets Under Management
Our AUM consists of FPAUM, AUM not yet paying fees, fee-exempt AUM and net appreciation and leverage in products on which fees are based on commitments or investment cost. AUM not yet paying fees generally relates to unfunded capital commitments (to the extent such commitments are not already subject to fees), undeployed debt (to the extent we earn fees based on total asset values or investment cost, inclusive of assets purchased using debt) and AUM that is subject to a temporary fee holiday. Fee-exempt AUM represents certain investments by us, our employees, other related parties and third parties, as well as certain co-investment vehicles on which we never earn fees.
73
Table of Contents
Management uses AUM not yet paying fees as an indicator of management fees that will be coming online as we deploy existing assets in products that charge fees based on deployed and not uncalled capital, as well as AUM that is currently subject to a fee holiday that will expire in the future. AUM not yet paying fees could provide over $300 million of additional annualized management fees once deployed or upon the expiration of the relevant fee holidays.
All amounts shown as of December 31, 2024, totals may not sum due to rounding.
Permanency and Duration of Assets Under Management
Our capital base is heavily weighted toward Permanent Capital. We view the permanency and duration of the products that we manage as a differentiator in our industry and as a means of measuring the stability of our future revenues stream. The chart below presents the composition of our management fees by remaining product duration. Changes in these relative percentages will occur over time as the mix of products we offer changes. For example, our Real Assets products have a higher concentration in what we refer to as “long-dated” funds, or funds in which the contractual remaining life is five years or more, which in isolation may cause our percentage of management fees from Permanent Capital to decline.
74
Table of Contents
Changes in AUM
| Year Ended December 31, 2024 | Year Ended December 31, 2023 | |||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in millions) | Credit | GP Strategic Capital | Real Assets | Total | Credit | GP Strategic Capital | Real Assets | Total | ||||||||||||||||||||||
| Beginning Balance | $ | 84,632 | $ | 54,199 | $ | 26,856 | $ | 165,687 | $ | 68,607 | $ | 48,510 | $ | 21,085 | $ | 138,202 | ||||||||||||||
| Acquisitions | 27,803 | — | 15,174 | 42,977 | 2,658 | — | — | 2,658 | ||||||||||||||||||||||
| New capital raised | 13,940 | 8,679 | 4,888 | 27,507 | 8,143 | 3,207 | 4,432 | 15,782 | ||||||||||||||||||||||
| Change in debt | 12,733 | 500 | 4,131 | 17,364 | 5,349 | — | 696 | 6,045 | ||||||||||||||||||||||
| Distributions | (7,294) | (2,430) | (1,743) | (11,467) | (3,546) | (1,684) | (758) | (5,988) | ||||||||||||||||||||||
| Change in value / other | 3,896 | 5,087 | 68 | 9,051 | 3,421 | 4,166 | 1,401 | 8,988 | ||||||||||||||||||||||
| Ending Balance | $ | 135,710 | $ | 66,035 | $ | 49,374 | $ | 251,119 | $ | 84,632 | $ | 54,199 | $ | 26,856 | $ | 165,687 |
Credit. The increase in AUM for the year ended December 31, 2024 was driven by the following:
•$27.8 billion driven by the products added in connection with the KAM Acquisition and the Atalaya Acquisition.
•$10.9 billion new capital raised in direct lending, primarily driven by continued private wealth fundraising in OCIC and OTIC, as well as additional fundraise in other recently launched products.
•$12.7 billion of additional net debt commitments, primarily in direct lending as we continue to opportunistically manage leverage in our BDCs.
•$7.3 billion offsetting decrease in distributions, which primarily relates to distributions paid from our BDCs and CLOs. Redemptions and repurchases from these products were not material.
•$3.9 billion of overall appreciation across the platform, primarily in direct lending.
GP Strategic Capital. The increase in AUM for the year ended December 31, 2024 was driven by new capital raised of $8.7 billion, primarily in our sixth flagship minority equity stakes product and our new mid-cap minority equity stakes product, and overall appreciation primarily in our GP minority stakes strategy of $5.1 billion.
Real Assets. The increase in AUM for the year ended December 31, 2024 was driven by $15.2 billion of products added in connection with the Prima Acquisition and the KAM Acquisition, as well as new capital raised of $4.9 billion across various products, primarily Blue Owl Real Estate Net Lease Trust (“ORENT”), our real estate investment trust, our European net lease product and Blue Owl Real Estate Fund VI (“OREF VI”), our triple net-lease drawdown product, and $4.1 billion of additional net debt commitments, primarily in OREF VI.
Changes in FPAUM
| Year Ended December 31, 2024 | Year Ended December 31, 2023 | |||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in millions) | Credit | GP Strategic Capital | Real Assets | Total | Credit | GP Strategic Capital | Real Assets | Total | ||||||||||||||||||||||
| Beginning Balance | $ | 57,074 | $ | 31,075 | $ | 14,547 | $ | 102,696 | $ | 49,041 | $ | 28,772 | $ | 10,997 | $ | 88,810 | ||||||||||||||
| Acquisitions | 22,841 | — | 13,483 | 36,324 | 2,625 | — | — | 2,625 | ||||||||||||||||||||||
| New capital raised / deployed | 15,294 | 7,315 | 5,347 | 27,956 | 5,675 | 2,845 | 3,975 | 12,495 | ||||||||||||||||||||||
| Fee basis step down | — | (389) | — | (389) | (71) | (339) | — | (410) | ||||||||||||||||||||||
| Distributions | (6,590) | (676) | (1,828) | (9,094) | (3,315) | (203) | (629) | (4,147) | ||||||||||||||||||||||
| Change in value / other | 2,338 | 12 | (49) | 2,301 | 3,119 | — | 204 | 3,323 | ||||||||||||||||||||||
| Ending Balance | $ | 90,957 | $ | 37,337 | $ | 31,500 | $ | 159,794 | $ | 57,074 | $ | 31,075 | $ | 14,547 | $ | 102,696 |
Credit. The increase in FPAUM for the year ended December 31, 2024 was driven by the following:
•$22.8 billion driven by the products added in connection with the KAM Acquisition and the Atalaya Acquisition.
•$11.9 billion new capital raised in direct lending, primarily driven by continued private wealth fundraising in OCIC, OTIC.
•$6.6 billion offsetting decrease in distributions, which primarily relate to dividends paid from our BDCs and CLOs. Redemptions and repurchases from these products were not material.
•$2.3 billion of overall appreciation across the platform, primarily in direct lending.
75
Table of Contents
GP Strategic Capital. The increase in FPAUM for the year ended December 31, 2024 was driven by new capital raised of $7.3 billion, primarily in our sixth flagship minority equity stakes product and our new mid-cap minority equity stakes product.
Real Assets. The increase in FPAUM for the year ended December 31, 2024 was driven by the $13.5 billion of products added in connection with the Prima Acquisition and the KAM Acquisition, as well as capital raised and deployed of $5.3 billion, primarily in ORENT and OREF VI.
Product Performance
Product performance for certain of our products is included throughout this discussion with analysis to facilitate an understanding of our results of operations for the periods presented. The performance information of our products reflected is not indicative of Blue Owl’s performance. An investment in Blue Owl is not an investment in any of our products. Past performance is not indicative of future results. As with any investment, there is always the potential for gains as well as the possibility of losses. There can be no assurance that any of these products or our other existing and future products will achieve similar returns. Multiple of invested capital (“MoIC”) and internal rate of return (“IRR”) data has not been presented for products that have launched within the last two years as such information is generally not meaningful (“NM”).
Credit
| MoIC | IRR | ||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in millions) | Year of Inception | AUM | Capital Raised (4) | Invested Capital (5) | Realized Proceeds (6) | Unrealized Value (7) | Total Value | Gross (8) | Net (9) | Gross (10) | Net (11) | ||||||||||||||||||||||||
| Direct Lending | |||||||||||||||||||||||||||||||||||
| Blue Owl Capital Corporation (1) | 2016 | $ | 15,625 | $ | 5,977 | $ | 5,977 | $ | 3,536 | $ | 5,972 | $ | 9,508 | 1.84x | 1.59x | 13.7 | % | 9.8 | % | ||||||||||||||||
| Blue Owl Capital Corporation II (1)(2) | 2017 | $ | 2,522 | $ | 1,206 | $ | 1,176 | $ | 530 | $ | 1,153 | $ | 1,683 | NM | 1.43x | NM | 7.4 | % | |||||||||||||||||
| Blue Owl Capital Corporation III (1) | 2020 | $ | 4,812 | $ | 1,845 | $ | 1,842 | $ | 606 | $ | 1,909 | $ | 2,515 | 1.43x | 1.37x | 13.9 | % | 12.0 | % | ||||||||||||||||
| Blue Owl Credit Income Corp. (1)(2) | 2020 | $ | 28,636 | $ | 13,944 | $ | 12,907 | $ | 1,872 | $ | 13,205 | $ | 15,077 | NM | 1.17x | NM | 11.2 | % | |||||||||||||||||
| Blue Owl Technology Finance Corp. (1) | 2018 | $ | 7,403 | $ | 3,372 | $ | 3,372 | $ | 970 | $ | 3,608 | $ | 4,578 | 1.45x | 1.36x | 11.8 | % | 9.1 | % | ||||||||||||||||
| Blue Owl Technology Finance Corp. II (1) | 2021 | $ | 8,207 | $ | 4,178 | $ | 2,623 | $ | 303 | $ | 2,736 | $ | 3,039 | 1.22x | 1.16x | 16.5 | % | 11.7 | % | ||||||||||||||||
| Blue Owl Technology Income Corp. (1)(2) | 2022 | $ | 6,071 | $ | 3,131 | $ | 2,840 | $ | 357 | $ | 2,904 | $ | 3,261 | NM | 1.15x | NM | 11.6 | % | |||||||||||||||||
| Blue Owl First Lien Fund Levered (3) | 2018 | $ | 1,419 | $ | 986 | $ | 912 | $ | 590 | $ | 647 | $ | 1,237 | 1.44x | 1.36x | 10.2 | % | 8.3 | % | ||||||||||||||||
| Blue Owl First Lien Fund Unlevered (3) | 2019 | $ | 68 | $ | 175 | $ | 156 | $ | 122 | $ | 68 | $ | 190 | 1.27x | 1.22x | 6.4 | % | 5.2 | % |
(1)Information presented in the AUM through IRR columns for these vehicles is presented on a quarter lag due to these vehicles being public filers with the SEC and not yet filing their quarterly information as of our filing date. Additional information related to these vehicles can be found in their filings with the SEC, which are not part of this report.
(2)For the purposes of calculating Gross IRR, the expense support provided to the fund would be impacted when assuming a performance excluding management fees (including Part I Fees) and Part II Fees, and therefore is not meaningful for OBDC II, OCIC and OTIC.
(3)Blue Owl First Lien Fund is comprised of three feeder funds: Onshore Levered, Offshore Levered and Insurance Unlevered. The gross and net MoIC and IRR presented in the chart are for Onshore Levered and Insurance Unlevered as those are the largest of the levered and unlevered feeder funds. The gross and net MoIC for the Offshore Levered feeder fund is 1.42x and 1.31x, respectively. The gross and net IRR for the Offshore Levered feeder is 9.7% and 7.0%, respectively. All other values for Blue Owl First Lien Fund Levered are for Onshore Levered and Offshore Levered combined. AUM is presented as the aggregate of the three Blue Owl First Lien Fund feeders. Blue Owl First Lien Fund Unlevered Investor equity and note commitments are both treated as capital for all values.
(4)Includes reinvested dividends and share repurchases, if applicable.
(5)Invested capital includes capital calls, reinvested dividends and periodic investor closes, as applicable.
(6)Realized proceeds represent the sum of all cash distributions to investors.
(7)Unrealized value represents the product’s NAV. There can be no assurance that unrealized values will be realized at the valuations indicated.
(8)Gross MoIC is calculated by adding total realized proceeds and unrealized values of a product’s investments and dividing by the total amount of invested capital. Gross MoIC is calculated before giving effect to management fees (including Part I Fees) and Part II Fees, as applicable.
(9)Net MoIC measures the aggregate value generated by a product’s investments in absolute terms. Net MoIC is calculated by adding total realized proceeds and unrealized values of a product’s investments and dividing by the total amount of invested capital. Net MoIC is calculated after giving effect to management fees (including Part I Fees) and Part II Fees, as applicable, and all other expenses.
(10)Gross IRR is an annualized since inception gross internal rate of return of cash flows to and from the product and the product’s residual value at the end of the measurement period. Gross IRRs are calculated before giving effect to management fees (including Part I Fees) and Part II Fees, as applicable.
(11)Net IRRs are calculated consistent with gross IRRs, but after giving effect to management fees (including Part I Fees) and Part II Fees, as applicable, and all other expenses. An individual investor’s IRR may differ from the reported IRR based on the timing of capital transactions.
76
Table of Contents
GP Strategic Capital
| MoIC | IRR | ||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in millions) | Year of Inception | AUM | Capital Raised | Invested Capital (2) | Realized Proceeds (3) | Unrealized Value (4) | Total Value | Gross (5) | Net (6) | Gross (7) | Net (8) | ||||||||||||||||||||||||
| GP Minority Stakes (1) | |||||||||||||||||||||||||||||||||||
| Blue Owl GP Stakes I | 2011 | $ | 736 | $ | 1,284 | $ | 1,266 | $ | 788 | $ | 540 | $ | 1,328 | 1.20x | 1.05x | 3.2 | % | 0.7 | % | ||||||||||||||||
| Blue Owl GP Stakes II | 2014 | $ | 2,894 | $ | 2,153 | $ | 1,962 | $ | 1,009 | $ | 2,142 | $ | 3,151 | 1.92x | 1.61x | 13.2 | % | 8.8 | % | ||||||||||||||||
| Blue Owl GP Stakes III | 2015 | $ | 9,554 | $ | 5,318 | $ | 3,280 | $ | 3,728 | $ | 5,323 | $ | 9,051 | 3.44x | 2.76x | 29.1 | % | 22.4 | % | ||||||||||||||||
| Blue Owl GP Stakes IV | 2018 | $ | 16,719 | $ | 9,041 | $ | 6,621 | $ | 5,076 | $ | 8,694 | $ | 13,770 | 2.53x | 2.08x | 58.8 | % | 38.7 | % | ||||||||||||||||
| Blue Owl GP Stakes V | 2020 | $ | 14,455 | $ | 12,852 | $ | 5,917 | $ | 2,362 | $ | 4,932 | $ | 7,294 | 1.42x | 1.23x | 35.9 | % | 18.8 | % |
(1)Information presented in the Invested Capital through IRR columns for these vehicles is presented on a quarter lag and is exclusive of investments made by the related carried interest vehicles of the respective products.
(2)Invested capital includes capital calls.
(3)Realized proceeds represent the sum of all cash distributions to investors.
(4)Unrealized value represents the product’s NAV. There can be no assurance that unrealized values will be realized at the valuations indicated.
(5)Gross MoIC is calculated by adding total realized proceeds and unrealized values of a product’s investments and dividing by the total amount of invested capital. Gross MoIC is calculated before giving effect to management fees and carried interest, as applicable.
(6)Net MoIC measures the aggregate value generated by a product’s investments in absolute terms. Net MoIC is calculated by adding total realized proceeds and unrealized values of a product’s investments and dividing by the total amount of invested capital. Net MoIC is calculated after giving effect to management fees and carried interest, as applicable, and all other expenses.
(7)Gross IRR is an annualized since inception gross internal rate of return of cash flows to and from the product and the product’s residual value at the end of the measurement period. Gross IRRs are calculated before giving effect to management fees and carried interest, as applicable.
(8)Net IRR is an annualized since inception net internal rate of return of cash flows to and from the product and the product’s residual value at the end of the measurement period. Net IRRs reflect returns to all investors. Net IRRs are calculated after giving effect to management fees and carried interest, as applicable, and all other expenses. An individual investor’s IRR may differ from the reported IRR based on the timing of capital transactions.
Real Assets
| MoIC | IRR | ||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in millions) | Year of Inception | AUM | Capital Raised | Invested Capital (3) | Realized Proceeds (4) | Unrealized Value (5) | Total Value | Gross (6) | Net (7) | Gross (8) | Net (9) | ||||||||||||||||||||||||
| Net Lease | |||||||||||||||||||||||||||||||||||
| Blue Owl Real Estate Fund IV (1) | 2017 | $ | 985 | $ | 1,250 | $ | 1,260 | $ | 1,495 | $ | 423 | $ | 1,918 | 1.68x | 1.52x | 21.5 | % | 17.7 | % | ||||||||||||||||
| Blue Owl Real Estate Net Lease Property Fund | 2019 | $ | 7,223 | $ | 3,729 | $ | 4,139 | $ | 1,624 | $ | 3,452 | $ | 5,076 | 1.26x | 1.23x | 9.6 | % | 8.5 | % | ||||||||||||||||
| Blue Owl Real Estate Fund V (1) | 2020 | $ | 3,869 | $ | 2,500 | $ | 2,500 | $ | 930 | $ | 2,351 | $ | 3,281 | 1.40x | 1.31x | 19.1 | % | 15.1 | % | ||||||||||||||||
| Blue Owl Real Estate Net Lease Trust (2) | 2022 | $ | 6,131 | $ | 4,380 | $ | 3,997 | $ | 170 | $ | 4,064 | $ | 4,234 | NM | NM | NM | NM | ||||||||||||||||||
| Blue Owl Real Estate Fund VI (1) | 2022 | $ | 9,291 | $ | 5,163 | $ | 1,118 | $ | 37 | $ | 1,041 | $ | 1,078 | NM | NM | NM | NM |
(1)Information presented in the Invested Capital through IRR columns for these vehicles is presented on a quarter lag.
(2)Information presented in the AUM through Total Value columns for this vehicle, as well as total return, is presented on a quarter lag due to the vehicle being a public filer with the SEC and not yet filing its quarterly information as of our filing date. Additional information related to this vehicle can be found in its filings with the SEC, which are not part of this report. MoIC and IRR are not meaningful as we consider total return to be a useful measure of the overall investment performance for this product. Total net return was 7.7%, calculated as the change in NAV per Class I share since inception (annualized) plus any distributions per share declared in the period and assumes any distributions are reinvested in accordance with our distribution reinvestment plan.
(3)Invested capital includes investments by the general partner, capital calls, dividends reinvested, recallable capital which has been reinvested and periodic investor closes, as applicable.
(4)Realized proceeds represent the sum of all cash distributions to all investors.
(5)Unrealized value represents the fund’s NAV. There can be no assurance that unrealized values will be realized at the valuations indicated.
(6)Gross MoIC is calculated by adding total realized proceeds and unrealized values of a product’s investments and dividing by the total amount of invested capital. Gross MoIC is calculated before giving effect to management fees and carried interest, as applicable.
(7)Net MoIC measures the aggregate value generated by a product’s investments in absolute terms. Net MoIC is calculated by adding total realized proceeds and unrealized values of a product’s investments and dividing by the total amount of invested capital. Net MoIC is calculated after giving effect to management fees and carried interest, as applicable, and all other expenses.
(8)Gross IRR is an annualized since inception gross internal rate of return of cash flows to and from the product and the product’s residual value at the end of the measurement period. Gross IRRs are calculated before giving effect to management fees and carried interest, as applicable.
(9)Net IRR is an annualized since inception net internal rate of return of cash flows to and from the product and the product’s residual value at the end of the measurement period. Net IRRs reflect returns to all investors. Net IRRs are calculated after giving effect to management fees and carried interest, as applicable, and all other expenses. An individual investor’s IRR may differ from the reported IRR based on the timing of capital transactions.
77
Table of Contents
GAAP Results of Operations Analysis
As a result of the Prima Acquisition, KAM Acquisition and Atalaya Acquisition, prior period amounts may not be comparable to current period amounts or expected future trends. Prima’s, KAM’s and Atalaya’s results of operations are included from June 6, 2024, July 1, 2024, and September 30 2024, respectively.
For a discussion of our results for the year ended December 31, 2023, compared to the year ended December 31, 2022, please refer to “Blue Owl Management's Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K, filed with the SEC on February 23, 2024.
Year Ended December 31, 2024, Compared to the Year Ended December 31, 2023
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | 2024 | 2023 | $ Change | |||||||
| Revenues | ||||||||||
| Management fees, net (includes Part I Fees of $527,859 and $387,346) | $ | 1,994,064 | $ | 1,527,241 | $ | 466,823 | ||||
| Administrative, transaction and other fees | 294,267 | 200,746 | 93,521 | |||||||
| Performance revenues | 7,096 | 3,621 | 3,475 | |||||||
| Total Revenues, Net | 2,295,427 | 1,731,608 | 563,819 | |||||||
| Expenses | ||||||||||
| Compensation and benefits | 1,017,483 | 870,642 | 146,841 | |||||||
| Amortization of intangible assets | 258,256 | 300,341 | (42,085) | |||||||
| General, administrative and other expenses | 412,931 | 242,809 | 170,122 | |||||||
| Total Expenses | 1,688,670 | 1,413,792 | 274,878 | |||||||
| Other Loss | ||||||||||
| Net gains (losses) on investments | 1,713 | 4,203 | (2,490) | |||||||
| Interest and dividend income | 42,172 | 22,176 | 19,996 | |||||||
| Interest expense | (121,894) | (75,696) | (46,198) | |||||||
| Change in TRA liability | 7,080 | (1,656) | 8,736 | |||||||
| Change in warrant liability | (38,300) | (14,050) | (24,250) | |||||||
| Change in earnout liability | (28,300) | (6,409) | (21,891) | |||||||
| Total Other Loss | (137,529) | (71,432) | (66,097) | |||||||
| Income Before Income Taxes | 469,228 | 246,384 | 222,844 | |||||||
| Income tax expense | 48,782 | 25,608 | 23,174 | |||||||
| Consolidated Net Income | 420,446 | 220,776 | 199,670 | |||||||
| Net income attributable to noncontrolling interests | (310,862) | (166,433) | (144,429) | |||||||
| Net Income Attributable to Blue Owl Capital Inc. | $ | 109,584 | $ | 54,343 | $ | 55,241 |
Revenues, Net
Management Fees. The increase in management fees was primarily due to the drivers below. See Note 9 to our Financial Statements for additional details on our GAAP management fees by strategy.
•Credit increased $334.7 million, including an increase in Part I Fees of $137.4 million, due to continued fundraising and deployment of capital primarily within new and existing Credit products, as well as management fees from products relating to the KAM Acquisition of $27.9 million and Atalaya Acquisition of $19.8 million.
•GP Strategic Capital increased $66.7 million, primarily driven by fundraising in our sixth flagship minority equity stakes product.
•Real Assets increased $65.4 million, attributable to continued fundraising and deployment of capital within new and existing Real Assets products, primarily OREF VI and ORENT, as well as management fees from products relating to the Prima Acquisition of $11.2 million and KAM Acquisition of $7.9 million.
78
Table of Contents
Administrative, Transaction and Other Fees. The increase in administrative, transaction and other fees was driven primarily by the following:
•$35.6 million increase in dealer manager revenues, due primarily to growth in the distribution of OCIC and ORENT.
•$30.0 million increase in fee income earned for services provided to portfolio companies, reflecting an increase in volume of transactions on which we earn such fees.
•$26.3 million increase in administrative fees, driven by a higher level of reimbursable compensation expenses due to growth of our products and business overall.
Expenses
Compensation and Benefits. Compensation and benefits expenses increased, primarily due to the following:
•$172.5 million increase, driven by higher compensation to existing employees, as well as increased headcount due to our continued growth.
•$56.9 million increase in our other recurring annual equity grants driven by additional grants made during the fourth quarter of 2023 in connection with year-end bonus compensation, offset by a $56.6 million decrease in acquisition-related equity-based compensation primarily due to the settlement of the Second Oak Street Earnout (as described in Note 1 to our Financial Statements) in January 2024.
•$25.7 million offsetting decrease in acquisition-related cash compensation, primarily due to the settlement of the Second Oak Street Earnout in January 2024.
Amortization of Intangible Assets. Amortization of intangible assets decreased $42.1 million, primarily due to corporate actions taken during the first quarter of 2023, resulting in a change of the estimated useful lives of acquired trademarks. As a result of the corporate actions, the remaining unamortized balance of the trademarks of $72.4 million was expensed through June 30, 2023. This decrease was partially offset by an increase of $32.2 million related to intangible assets acquired in the KAM Acquisition, Atalaya Acquisition and Prima Acquisition.
General, Administrative and Other Expenses. General, administrative and other expenses increased, primarily driven by the following:
•$61.2 million increase in Transaction Expenses, primarily due to the KAM Acquisition, Atalaya Acquisition and Prima Acquisition. See Note 3 to our Financial Statements for additional details on our Transaction Expenses by acquisition.
•$35.9 million increase related to dealer manager expenses, due to growth in our products and business overall.
•$73.0 million increase in other operating expenses across various categories, driven by our continued growth.
Other Loss
Interest and Dividend Income. The increase in interest and dividend income was driven by dividend income from the preferred equity investment made in April 2024 in Kuvare UK Holdings.
Interest Expense. The increase in interest expense was driven by higher average debt outstanding, reflecting the issuance of the 6.250% Senior Notes due 2034 (the “2034 Notes”) during the second quarter of 2024.
Change in Warrant Liability. The change in the warrant liability for the current year period was driven by the increase in the price of our Class A Shares and the exercise of the Private Placement Warrants in November 2024. The change in the warrant liability for the prior year period was driven by the increase in the price of our Class A Shares.
Change in Earnout Liability. The change in the earnout liability for the current year period was driven by the change in the fair value of the Prima Earnouts and KAM Earnouts (as described in Note 3 to our Financial Statements).
Income Tax Expense
The increase in income tax expense was due to higher pre-tax income in the current period as a result of the drivers discussed above. Please see Note 11 to our Financial Statements for a discussion of the significant tax differences that impacted our effective tax rate.
79
Table of Contents
Net (Income) Loss Attributable To Noncontrolling Interests
Net (income) loss attributable to noncontrolling interests primarily represents the allocation to Common Units (as defined in Note 1 to our Financial Statements) of their pro rata share of the Blue Owl Operating Group’s net income or loss due to the drivers discussed above. The Common Units represented an approximately 63% weighted average economic interest in the Blue Owl Operating Group for the year ended December 31, 2024.
Non-GAAP Analysis
In addition to presenting our results in accordance with GAAP, we present certain other financial measures that are not presented in accordance with GAAP. Management uses these measures in budgeting and to assess the operating results of our business, and we believe that this information enhances the ability of stockholders to analyze our performance from period to period. These non-GAAP financial measures supplement and should be considered in addition to and not in lieu of our GAAP results, and such measures should not be considered as indicative of our liquidity. Our non-GAAP measures may not be comparable to other similarly titled measures used by other companies. Please see “—Non-GAAP Reconciliations” for reconciliations of these measures to the most comparable measures prepared in accordance with GAAP.
Fee-Related Earnings and Related Components
Fee-Related Earnings is a supplemental non-GAAP measure of our core operating performance used to make operating decisions and assess our core operating results, focusing on whether our core revenue streams, primarily consisting of management fees, are sufficient to cover our core operating expenses. FRE performance revenues refers to the GAAP performance revenues that are measured and eligible to be received on a recurring basis and not dependent on realization events from the underlying investments. Management also reviews the components that comprise Fee-Related Earnings (i.e., FRE revenues and FRE expenses) on the same basis used to calculate Fee-Related Earnings, and such components are also non-GAAP measures and have been identified with the prefix “FRE” in the tables and discussion below.
Fee-Related Earnings exclude various items that are required for the presentation of our results under GAAP, including the following: noncontrolling interests in the Blue Owl Operating Partnerships; equity-based compensation expense; compensation expenses related to capital contributions in certain subsidiary holding companies that are in-turn paid as compensation to certain employees, as such contributions are not included in Fee-Related Earnings or Distributable Earnings; amortization of acquisition-related earnouts; amortization of intangible assets; “Transaction Expenses” as defined below; expense support payments and subsequent reimbursements; net gains (losses) on investments; interest and dividend income; interest expense; changes in TRA, warrant and earnout liabilities; and taxes. Transaction Expenses are expenses incurred in connection with the Business Combination and other acquisitions and strategic transactions, including subsequent adjustments related to such transactions, that were not eligible to be netted against consideration or recognized as acquired assets and assumed liabilities in the relevant transactions. FRE revenues and FRE expenses also exclude DE performance revenues and related compensation expense, as well as revenues and expenses related to amounts reimbursed by our products, including administrative fees and dealer manager reallowed commissions, that have no impact to our bottom line operating results, and therefore FRE revenues and FRE expenses do not represent our total revenues or total expenses in any given period. DE performance revenues refers to GAAP performance revenues that are not FRE performance revenues.
Distributable Earnings
Distributable Earnings is a supplemental non-GAAP measure of operating performance that equals Fee-Related Earnings plus or minus, as relevant, DE performance revenues and related compensation, interest and dividend income, interest expense, as well as amounts payable for taxes and payments made pursuant to the TRA. Amounts payable for taxes presents the current income taxes payable, excluding the impact of tax contingency-related accrued expenses or benefits, as such amounts are included when paid or received, related to the respective period’s earnings, assuming that all Distributable Earnings were allocated to the Registrant, which would occur following the exchange of all Blue Owl Operating Group Units for Class A Shares. Current income taxes payable and payments made pursuant to the TRA reflect the benefit of tax deductions that are excluded when calculating Distributable Earnings (e.g., equity-based compensation expenses, Transaction Expenses, tax goodwill, etc.). If these tax deductions were to be excluded from amounts payable for taxes, Distributable Earnings would be lower and our effective tax rate would appear to be higher, even though a lower amount of income taxes would have been paid or payable for a period’s earnings. We make these adjustments when calculating Distributable Earnings to more accurately reflect the net realized earnings that are expected to be or become available for distribution or reinvestment into our business. Management believes that Distributable Earnings can be useful as a supplemental performance measure to our GAAP results assessing the amount of earnings available for distribution.
80
Table of Contents
Margins
GAAP Margin is calculated as income before income taxes, divided by total revenues. FRE Margin is a supplemental non-GAAP measure that equals Fee-Related Earnings before net income allocated to noncontrolling interests, divided by FRE revenues. Management believes that FRE Margin can be useful as a supplemental performance measure used to make operating decisions and assess our core operating results.
Fee-Related Earnings and Distributable Earnings Summary
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | 2024 | 2023 | ||||||||
| FRE revenues | $ | 2,170,563 | $ | 1,660,459 | ||||||
| FRE expenses | 881,125 | 652,052 | ||||||||
| Net income allocated to noncontrolling interests included in Fee-Related Earnings | (36,072) | (10,690) | ||||||||
| Fee-Related Earnings | $ | 1,253,366 | $ | 997,717 | ||||||
| Distributable Earnings | $ | 1,129,248 | $ | 927,838 |
Fee-Related Earnings and Distributable Earnings for the year ended December 31, 2024 increased as a result of higher FRE revenues in Credit, GP Strategic Capital and Real Assets, partially offset by higher FRE expenses, as further discussed below.
FRE Revenues
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | 2024 | 2023 | ||||||||
| Credit Platform | ||||||||||
| Direct lending | $ | 1,133,304 | $ | 870,475 | ||||||
| Alternative credit | 19,834 | — | ||||||||
| Investment grade credit | 27,892 | — | ||||||||
| Liquid credit | 27,750 | 27,936 | ||||||||
| Other | 25,814 | 1,491 | ||||||||
| Management Fees, Net | 1,234,594 | 899,902 | ||||||||
| Administrative, transaction and other fees | 118,370 | 85,566 | ||||||||
| FRE performance revenues | 2,274 | 1,276 | ||||||||
| FRE Revenues - Credit Platform | 1,355,238 | 986,744 | ||||||||
| GP Strategic Capital Platform | ||||||||||
| GP minority stakes | 589,246 | 526,502 | ||||||||
| GP debt financing | 22,633 | 16,921 | ||||||||
| Professional sports minority stakes | 3,395 | 2,409 | ||||||||
| Management Fees, Net | 615,274 | 545,832 | ||||||||
| Administrative, transaction and other fees | 7,153 | 5,244 | ||||||||
| FRE Revenues - GP Strategic Capital Platform | 622,427 | 551,076 | ||||||||
| Real Assets Platform | ||||||||||
| Net lease | 168,588 | 122,365 | ||||||||
| Real estate credit | 19,161 | — | ||||||||
| Management Fees, Net | 187,749 | 122,365 | ||||||||
| FRE performance revenues | 4,413 | — | ||||||||
| Administrative, transaction and other fees | 736 | 274 | ||||||||
| FRE Revenues - Real Assets Platform | 192,898 | 122,639 | ||||||||
| Total FRE Revenues | $ | 2,170,563 | $ | 1,660,459 |
81
Table of Contents
FRE Management Fees. The increase in FRE management fees was primarily driven by the following:
•Credit FRE management fees increased $334.7 million, including an increase in Part I Fees of $137.4 million, due to continued fundraising and deployment of capital primarily within new and existing Credit products, as well as management fees from products relating to the KAM Acquisition of $27.9 million and Atalaya Acquisition of $19.8 million.
•GP Strategic Capital FRE management fees increased $69.4 million, primarily driven by fundraising in our sixth flagship minority equity stakes product.
•Real Assets FRE management fees increased $65.4 million, attributable to continued fundraising and deployment of capital within new and existing Real Assets products, primarily OREF VI and ORENT, as well as management fees from products relating to the Prima Acquisition of $11.2 million and KAM Acquisition of $7.9 million.
FRE Administrative, Transaction and Other Fees. The increase in FRE administrative, transaction and other fees was driven primarily by an increase of $30.0 million in fee income earned for services provided to portfolio companies, reflecting an increase in volume of transactions on which we earn such fees.
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | 2024 | 2023 | ||||||||
| FRE compensation and benefits | $ | 620,877 | $ | 467,272 | ||||||
| FRE general, administrative and other expenses | 260,248 | 184,780 | ||||||||
| Total FRE Expenses | $ | 881,125 | $ | 652,052 |
FRE Compensation and Benefits. FRE compensation and benefits expenses increased, driven by higher compensation to existing employees, as well as increased headcount due to our continued growth.
FRE General, Administrative and Other Expenses. The increase in FRE general, administrative and other expenses was driven by higher operating expenses across various categories, driven by our continued growth.
82
Table of Contents
Non-GAAP Reconciliations
The table below presents the reconciliation of the non-GAAP measures presented throughout this MD&A. Please see “—Non-GAAP Analysis” for important information regarding these measures.
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | 2024 | 2023 | ||||||||
| GAAP Net Income Attributable to Class A Shares | $ | 109,584 | $ | 54,343 | ||||||
| Net income attributable to noncontrolling interests | 310,862 | 166,433 | ||||||||
| Income tax expense | 48,782 | 25,608 | ||||||||
| GAAP Income Before Income Taxes | 469,228 | 246,384 | ||||||||
| Strategic Revenue-Share Purchase consideration amortization | 43,553 | 40,858 | ||||||||
| DE performance revenues | (409) | (2,345) | ||||||||
| DE performance revenues compensation | 143 | 821 | ||||||||
| Equity-based compensation - other | 215,464 | 158,573 | ||||||||
| Equity-based compensation - acquisition related | 27,972 | 84,543 | ||||||||
| Equity-based compensation - Business Combination grants | 69,173 | 69,448 | ||||||||
| Acquisition-related cash earnout amortization | — | 25,731 | ||||||||
| Capital-related compensation | 3,858 | 5,930 | ||||||||
| Amortization of intangible assets | 258,256 | 300,341 | ||||||||
| Transaction Expenses | 74,476 | 13,308 | ||||||||
| Expense support | (9,805) | (6,617) | ||||||||
| Net losses on investments | (1,713) | (4,203) | ||||||||
| Change in TRA liability | (7,080) | 1,656 | ||||||||
| Change in warrant liability | 38,300 | 14,050 | ||||||||
| Change in earnout liability | 28,300 | 6,409 | ||||||||
| Interest and dividend income | (42,172) | (22,176) | ||||||||
| Interest expense | 121,894 | 75,696 | ||||||||
| Fee-Related Earnings Before Noncontrolling Interests | 1,289,438 | 1,008,407 | ||||||||
| Net income allocated to noncontrolling interests included in Fee-Related Earnings | (36,072) | (10,690) | ||||||||
| Fee-Related Earnings | 1,253,366 | 997,717 | ||||||||
| DE performance revenues | 409 | 2,345 | ||||||||
| DE performance revenues compensation | (143) | (821) | ||||||||
| Interest and dividend income | 42,172 | 22,176 | ||||||||
| Interest expense | (121,894) | (75,696) | ||||||||
| Taxes and TRA payments | (44,662) | (17,883) | ||||||||
| Distributable Earnings | $ | 1,129,248 | $ | 927,838 |
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | 2024 | 2023 | ||||||||
| GAAP Revenues | $ | 2,295,427 | $ | 1,731,608 | ||||||
| Strategic Revenue-Share Purchase consideration amortization | 43,553 | 40,858 | ||||||||
| DE performance revenues | (409) | (2,345) | ||||||||
| Reimbursed expenses | (168,008) | (109,662) | ||||||||
| FRE Revenues | $ | 2,170,563 | $ | 1,660,459 |
83
Table of Contents
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | 2024 | 2023 | ||||||||
| GAAP Compensation and Benefits | $ | 1,017,483 | $ | 870,642 | ||||||
| DE performance revenues compensation | (143) | (821) | ||||||||
| Equity-based compensation - other | (215,464) | (158,573) | ||||||||
| Equity-based compensation - acquisition related | (27,972) | (84,543) | ||||||||
| Equity-based compensation - Business Combination grants | (69,173) | (69,448) | ||||||||
| Acquisition-related cash earnout amortization | — | (25,731) | ||||||||
| Capital-related compensation | (3,858) | (5,930) | ||||||||
| Reimbursed expenses | (79,996) | (58,324) | ||||||||
| FRE Compensation and Benefits | $ | 620,877 | $ | 467,272 |
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | 2024 | 2023 | ||||||||
| GAAP General, Administrative and Other Expenses | $ | 412,931 | $ | 242,809 | ||||||
| Transaction Expenses | (74,476) | (13,308) | ||||||||
| Expense support | 9,805 | 6,617 | ||||||||
| Reimbursed expenses | (88,012) | (51,338) | ||||||||
| FRE General, Administrative and Other Expenses | $ | 260,248 | $ | 184,780 |
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | 2024 | 2023 | ||||||||
| Income Before Income Taxes | $ | 469,228 | $ | 246,384 | ||||||
| GAAP Revenues | $ | 2,295,427 | $ | 1,731,608 | ||||||
| GAAP Margin | 20 | % | 14 | % | ||||||
| Fee-Related Earnings Before Noncontrolling Interests | $ | 1,289,438 | $ | 1,008,407 | ||||||
| FRE Revenues | $ | 2,170,563 | $ | 1,660,459 | ||||||
| FRE Margin | 59 | % | 61 | % |
Liquidity and Capital Resources
Overview
We rely on management fees as the primary source of our operating liquidity. From time to time we may rely on the use of our Revolving Credit Facility between management fee collection dates, which generally occur on a quarterly basis. We may also rely on our Revolving Credit Facility for liquidity needed to fund acquisitions, which we may replace with longer-term financing, subject to market conditions.
We ended the fourth quarter of 2024 with $152.1 million of cash and cash equivalents and approximately $1.6 billion available under our Revolving Credit Facility. Based on management’s experience and our current level of liquidity and assets under management, we believe that our current liquidity position and cash generated from management fees will continue to be sufficient to meet our anticipated working capital needs for at least the next 12 months.
Over the short and long term, we may use cash and cash equivalents, issue additional debt or equity securities, or may seek other sources of liquidity to:
•Grow our existing investment management business.
•Expand into, or acquire, businesses that are complementary to our existing investment management business or other strategic growth initiatives.
•Pay operating expenses, including cash compensation to our employees.
•Repay debt obligations and interest thereon.
84
Table of Contents
•Opportunistically repurchase Class A Shares on the open market, as well as pay withholding taxes on net settled, vested RSUs.
•Pay income taxes and amounts due under the TRA.
•Pay dividends to holders of our Class A Shares, as well as make corresponding distributions to holders of Common Units at the Blue Owl Operating Group level.
•Fund debt and equity investment commitments to existing or future products.
Debt Obligations
As of December 31, 2024, our long-term debt obligations consisted of $59.8 million aggregate principal amount of 7.397% Senior Notes due 2028 (the “2028 Notes”), $700.0 million aggregate principal amount of 3.125% Senior Notes due 2031 (the “2031 Notes”), $400.0 million aggregate principal amount of 4.375% Senior Notes due 2032 (the “2032 Notes”), $1.0 billion aggregate principal amount of the 2034 Notes and $350.0 million aggregate principal amount of 4.125% Senior Notes due 2051 (the “2051 Notes” and, collectively with the 2028 Notes, the 2031 Notes, the 2032 Notes and the 2034 Notes, the “Notes”). We also had $130.0 million outstanding under our Revolving Credit Facility as of December 31, 2024.
We expect to use cash on hand to pay interest and principal due on our financing arrangements over time, which would reduce amounts available for dividends and distributions to our stockholders. We may choose to refinance all or a portion of any amounts outstanding on or prior to their respective maturity dates by issuing new debt, which could result in higher borrowing costs. We may also choose to repay borrowing by using proceeds from the issuance of equity or other securities, which would dilute stockholders. See Note 7 to our Financial Statements for additional information regarding our debt obligations.
In September 2024, the Issuer (as defined in Note 7 to our Financial Statements) commenced an offer to exchange the Notes for newly issued registered notes with substantially similar terms of the respective series of Notes sought to be exchanged (the “Exchange Notes”). The Exchange Notes settled on October 28, 2024 and approximately 99.8% of the Notes had been validly tendered, which consisted of $59.8 million aggregate principal amount of 2028 Notes, $697.2 million aggregate principal amount of 2031 Notes, $397.3 million aggregate principal amount of 2032 Notes, $999.4 million aggregate principal amount of 2034 Notes and $350.0 million aggregate principal amount of 2051 Notes.
Tax Receivable Agreement
As discussed in Note 8 to our Financial Statements, we made a payment under the TRA and may in the future be required to make additional payments. As of December 31, 2024, assuming no material changes in the relevant tax law and that we generate sufficient taxable income to realize the full tax benefit of the increased amortization resulting from the increase in tax basis of certain Blue Owl Operating Group assets, we expect to pay approximately $1.5 billion under the TRA (such amount excludes the adjustment to fair value for the portion classified as contingent consideration). Future cash savings and related payments under the TRA in respect of subsequent exchanges of Blue Owl Operating Group Units for Class A or B Shares would be in addition to these amounts.
Payments under the TRA are anticipated to increase the tax basis adjustment and, consequently, result in increasing annual amortization deductions in the taxable years of and after such increases to the original basis adjustments, and potentially will give rise to increasing tax savings with respect to such years and correspondingly increasing payments under the TRA.
The obligation to make payments under the TRA is an obligation of Blue Owl GP, and any other corporate taxpaying entities that in the future may hold GP Units (as defined in Note 1 to our Financial Statements) and not of the Blue Owl Operating Group. We may need to incur debt to finance payments under the TRA to the extent the Blue Owl Operating Group does not distribute cash to the Registrant or Blue Owl GP in an amount sufficient to meet our obligations under the TRA.
The actual increase in tax basis of the Blue Owl Operating Group assets resulting from an exchange or from payments under the TRA, as well as the amortization thereof and the timing and amount of payments under the TRA, will vary based upon a number of factors, including the following:
•The amount and timing of our taxable income will impact the payments to be made under the TRA. To the extent that we do not have sufficient taxable income to utilize the amortization deductions available as a result of the increased tax basis in the Blue Owl Operating Partnerships’ assets, payments required under the TRA would be reduced.
85
Table of Contents
•The price of our Class A Shares at the time of any exchange will determine the actual increase in tax basis of the Blue Owl Operating Partnerships’ assets resulting from such exchange; payments under the TRA resulting from future exchanges, if any, will be dependent in part upon such actual increase in tax basis.
•The composition of the Blue Owl Operating Group assets at the time of any exchange will determine the extent to which we may benefit from amortizing the increased tax basis in such assets and thus will impact the amount of future payments under the TRA resulting from any future exchanges.
•The extent to which future exchanges are taxable will impact the extent to which we will receive an increase in tax basis of the Blue Owl Operating Group assets as a result of such exchanges, and thus will impact the benefit derived by us and the resulting payments, if any, to be made under the TRA.
•The tax rates in effect at the time any potential tax savings are realized, which would affect the amount of any future payments under the TRA.
Depending upon the outcome of these and other factors, payments that we may be obligated to make under the TRA in respect of exchanges could be substantial. In light of the numerous factors affecting our obligation to make payments under the TRA, the timing and amounts of any such actual payments are not reasonably ascertainable.
Share Repurchases and RSUs Withheld for Tax Withholding
On February 20, 2025, Blue Owl’s Board authorized the 2025 Program. Under the 2025 Program, up to $150.0 million of Class A Share repurchases could be made from time to time in open market transactions, in privately negotiated transactions or otherwise. The timing and the actual number of shares repurchased will depend on a variety of factors, including legal
requirements, price and economic and market conditions. The 2025 Program may be changed, suspended or discontinued at any time and will terminate upon the earlier and (i) the purchase of all shares available under the 2025 Program and (ii) February 28, 2027.
Additionally, pursuant to the terms of our RSU agreements, upon the vesting of RSUs to employees, we may net settle awards to satisfy employee tax withholding obligations. In such instances, we cancel a number of RSUs equivalent in value to the amount of tax withholding payments that we make on behalf of employees out of available cash. During the year ended December 31, 2024, 2,150,962 RSUs with a fair value of $38.8 million were withheld to satisfy tax withholding obligations.
Earnout Liability
The KAM Earnouts and the Wellfleet Earnouts (each defined in Note 3 to the Financial Statements), are classified as liabilities in our consolidated statements of financial position and represent the fair value of the obligation to make future cash payments if the respective triggering events occur. As we approach each triggering event, we generally would expect the respective liabilities to increase due to the passage of time and meeting certain revenue thresholds, which would result in mark-to-market losses being recognized in our consolidated statements of operations. To the extent we have insufficient cash on hand or that we opt to, we may rely on debt or equity financing to facilitate these transactions in the future. For additional information on these earnout liabilities, see Note 1 and Note 3 to the Financial Statements.
The Prima Earnouts and Atalaya Earnouts (each defined in Note 3 to the Financial Statements) are payable in Class A Shares or Common Units. As we approach each Triggering Event, we generally would expect the respective liabilities to increase due to the passage of time and the achievement of certain revenue thresholds, which would result in mark-to-market losses being recognized in our consolidated statements of operations.
Dividends and Distributions
Starting in 2023, we moved to a fixed quarterly dividend based on our expected annual Distributable Earnings for the current fiscal year, which will be reassessed on an annual basis. For the fourth quarter of 2024, we declared a dividend of $0.18 to holders of record as of the close of business on February 19, 2025, which will be paid on February 28, 2025, bringing our full fiscal year 2024 dividends to $0.72. We set the target annual dividend for fiscal year 2025 at $0.90 per Class A Share (representing a fixed quarterly dividend of $0.225 per Class A Share), subject to the approval of the Board each quarter on or prior to each quarterly distribution date and in compliance with Delaware law, and such dividends are paid following the end of each quarter.
86
Table of Contents
We intend to increase our fixed dividend each year, in line with our expected growth in Distributable Earnings. When setting our dividend, our Board considers Blue Owl’s share of Distributable Earnings, and makes adjustments as necessary or appropriate to provide for the conduct of our business, to make appropriate investments in our business and products, including funding of GP commitments and potential strategic transactions; to provide for future cash requirements such as TRA and tax-related payments, operating reserves, fixed asset purchases, purchases under the Company’s share repurchase program and dividends to stockholders for any ensuing quarter; or to comply with applicable law and the Company’s contractual obligations. All of the foregoing is subject to the qualification that the declaration and payment of any dividends are at the sole discretion of our Board, and our Board may change our dividend policy at any time, including, without limitation, to reduce or eliminate dividends entirely.
The Blue Owl Operating Partnerships will make cash distributions (“Tax Distributions”) to the partners of such partnerships, including to Blue Owl GP, if we determine that the taxable income of the relevant partnership will give rise to taxable income for its partners. Generally, Tax Distributions will be computed based on our estimate of the taxable income of the relevant partnership allocable to a partner multiplied by an assumed tax rate equal to the highest effective marginal combined U.S. federal, New York State and New York City income tax rates prescribed for an individual or corporate resident in New York City (taking into account certain assumptions set forth in the relevant partnership agreements). Tax Distributions will be made only to the extent distributions from the Blue Owl Operating Partnerships for the relevant year were otherwise insufficient to cover the estimated assumed tax liabilities.
Holders of our Class A and B Shares may not always receive distributions or may receive lower distributions on a per share basis at a time when we, indirectly through Blue Owl GP, and holders of our Common Units are receiving distributions on their interests, as distributions to the Registrant and Blue Owl GP may be used to settle tax and TRA liabilities, if any, and other obligations.
Dividends are expected to be treated as qualified dividends under current law to the extent of the Company’s current and accumulated earnings and profits, with any excess dividends treated as a return of capital to the extent of a stockholder’s basis, and any remaining excess generally treated as gain realized on the sale or other disposition of stock.
Risks to our Liquidity
Our ability to obtain financing provides us with additional sources of liquidity. Any new financing arrangement that we may enter into may have covenants that impose additional limitations on us, including with respect to making distributions, entering into business transactions or other matters, and may result in increased interest expense. If we are unable to secure financing on terms that are favorable to us, our business may be adversely impacted. No assurance can be given that we will be able to issue new debt, enter into new credit facilities or issue equity or other securities in the future on attractive terms or at all.
Adverse market conditions, including from unexpectedly high and persistent inflation, an increasing interest rate environment, geopolitical events, and the current instability experienced by some financial institutions, may negatively impact our liquidity. Cash flows from management fees may be impacted by a slowdown or a decline in fundraising and deployment, as well as declines in the value of investments held in certain of our products. We hold the majority of our cash balances with a single highly rated financial institution and such balances are in excess of Federal Deposit Insurance Corporation insured limits. See “Item 1A. Risk Factors — Risks Related to Macroeconomic Factors.”
Cash Flows Analysis
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | 2024 | 2023 | $ Change | |||||||
| Net cash provided by (used in): | ||||||||||
| Operating activities | $ | 999,555 | $ | 949,145 | $ | 50,410 | ||||
| Investing activities | (638,145) | (118,031) | (520,114) | |||||||
| Financing activities | (313,481) | (795,033) | 481,552 | |||||||
| Net Change in Cash and Cash Equivalents | $ | 47,929 | $ | 36,081 | $ | 11,848 |
Operating Activities. Our net cash flows from operating activities are generally comprised of management fees, less cash used for operating expenses, including interest paid on our debt obligations. One of our largest operating cash outflows generally relates to bonus expense, which are generally paid out during the first quarter of the year following the expense.
87
Table of Contents
Net cash flows from operating activities increased from the prior year period due to higher management fees, partially offset by higher operating expenses, in particular higher bonus payments made during the first quarter related to the prior year.
Included in the year ended December 31, 2024 were the cash outflows of the portion of the Second Oak Street Earnout classified as contingent consideration in excess of the acquisition-date fair value that settled in January 2024; the amount paid up to the acquisition-date fair value was included in financing activities and the remainder (i.e., accretion since the acquisition date) was included in operating activities.
Included in the year ended December 31, 2023 were the cash outflows of the portion of the First Oak Street Earnout classified as contingent consideration that settled in January 2023; the amount paid up to the acquisition-date fair value was included in financing activities and the remainder (i.e., accretion since the acquisition date) was included in operating activities.
Investing Activities. Cash flows from investing activities for the year ended December 31, 2024 were primarily related to cash consideration paid in connection with the KAM Acquisition and Atalaya Acquisition, a preferred equity investment in Kuvare UK Holdings, investments in our products and cash outflows for office space-related leasehold improvements. In addition, investment activities included inflows from repayments on our interest-bearing revolving promissory note receivable from a product we manage that was fully repaid.
Cash flows from investing activities for the year ended December 31, 2023 were primarily related to purchases of investments including funding of the promissory note from a product that we manage, cash outflows related to office space-related leasehold improvements, as well as cash consideration paid in connection with the Par Four Acquisition. In addition, investment activities included inflows from repayments on our interest-bearing revolving promissory note receivable from a product we manage.
Financing Activities. Cash flows from financing activities for the year ended December 31, 2024 were primarily related to the issuance of our 2034 Notes and borrowing and repayment activity under our Revolving Credit Facility, which borrowings were used to finance the Prima Acquisition, the KAM Acquisition and the Atalaya Acquisition. In addition, we had distributions on our Common Units (noncontrolling interests) and dividends on our Class A Shares. Included in the year ended December 31, 2024 was a portion of the cash outflows related to the Second Oak Street Earnout classified as contingent consideration that settled in January 2024, as discussed above, as well as amounts paid under the TRA.
Cash flows from financing activities for the year ended December 31, 2023 were primarily related to distributions on our Common Units (noncontrolling interests) and dividends on our Class A Shares. In addition, we had borrowings and repayment activity under our Revolving Credit Facility and the issuance of our 2028 Notes, the net proceeds of which borrowings were used to finance working capital needs and general capital purposes. Included in the year ended December 31, 2023, were a portion of the cash outflows related to the First Oak Street Earnout classified as contingent consideration that settled in January 2023.
Critical Accounting Estimates
We prepare our Financial Statements in accordance with U.S. GAAP. In applying many of these accounting principles, we make estimates that affect the reported amounts of assets, liabilities, revenues and expenses in the Financial Statements. We base our estimates on historical experience and other factors that we believe are reasonable under the circumstances. These estimates, however, are subjective and subject to change, and actual results may differ materially from our current estimates due to the inherent nature of these estimates, including geopolitical, macro-environmental and other uncertainty. For a summary of our significant accounting policies, see Note 2 to our Financial Statements.
88
Table of Contents
Estimation of Fair Values
Investments Held by our Products
The fair value of the investments held by our products in our Credit and Real Assets platforms is the primary input to the calculation for the majority of our management fees. Management fees from our GP Strategic Capital and other Real Assets products are generally based on commitments or investment cost, so our management fees are generally not impacted by changes in the estimated fair values of investments held by these products. However, to the extent that management fees are calculated based on investment cost of the product’s investments, the amount of fees that we may charge will increase or decrease from the effect of changes in the cost basis of the product’s investments, including potential impairment losses. In the absence of observable market prices, we use valuation methodologies applied on a consistent basis and assumptions that we believe market participants would use to determine the fair value of the investments. For investments where little market activity exists, the determination of fair value is based on the best information available, our own assumptions, a significant degree of judgment, and the consideration of a combination of internal and external factors.
Our products generally value their investments at fair value, as determined in good faith by each product’s respective board of directors or valuation committee, as applicable, based on, among other things, the input of third party valuation firms and taking into account the nature and realizable value of any collateral, an investee’s ability to make payments and its earnings, the markets in which the investee operates, comparison to publicly traded companies, discounted cash flows, current market interest rates and other relevant factors. Because such valuations are inherently uncertain, the valuations may fluctuate significantly over time due to changes in market conditions. These valuations would, in turn, have corresponding proportionate impacts on the amount of management fees that we may earn from certain products on which revenues are based on the fair value of investments.
TRA Liability
We carry a portion of our TRA liability at fair value, as it is contingent consideration related to the Dyal Acquisition. The valuation of this portion of the TRA liability is mostly sensitive to our expectation of future cash savings that we may ultimately realize related to our tax goodwill and other intangible assets deductions. We then apply a discount rate that we believe is appropriate given the nature of and expected timing of payments of the liability. A decrease in the discount rate assumption would result in an increase in the fair value estimate of the liability, which would have a correspondingly negative impact on our GAAP results of operations. However, payments under the TRA are ultimately only made to the extent we realize the offsetting cash savings on our income taxes due to the tax goodwill and other intangibles deduction. See Note 4 to our Financial Statements for additional details.
Earnout Liability
The fair value of our earnout liability was determined using various significant unobservable inputs, including a discount rate and our best estimate of expected volatility and expected holding periods. Changes in the estimated fair values of this liability may have a material impacts on our results of operations in any given period, as any increases in this liability has a corresponding negative impact on our GAAP results of operations. See Note 4 to our Financial Statements for additional details.
Preferred Equity Investment
We have elected the fair value option on our preferred equity investment. The valuation of the preferred equity investment considers our best estimate of future cash flow, including timing of repayment, which is discounted considering the risk free rate and credit assumptions related to the underlying issuer. A decrease in the expected cash flows or increase in the discount rate assumptions would result in a decrease in the fair value of the preferred equity investment, which would have a correspondingly negative impact on our GAAP results of operations. These assumptions require a significant amount of judgment and could have a material impact on the valuation. See Note 4 to our Financial Statements for additional details.
Equity-based Compensation
The grant-date fair values of our RSU and Incentive Unit (both defined in Note 1 to our Financial Statements) grants, as well as the compensation-classified earnouts are generally determined using our Class A Share price on the grant date, adjusted for the lack of dividend participation during the vesting period, and the application of a discount for lack of marketability on RSUs and Incentive Units that are subject to post-vesting transfer restrictions. The higher these discounts, the lower the compensation expense taken over time for these grants.
89
Table of Contents
Deferred Tax Assets
Substantially all of our deferred tax assets relate to goodwill and other intangible assets deductible for tax purposes, as well as payments expected to be made under the TRA. In accordance with relevant tax rules, we expect to take substantially all of these goodwill and other intangible deductions over a 15-year period following the applicable transaction. To the extent we generate insufficient taxable income to take the full deduction in any given year, we will generate a net operating loss (“NOL”) that is available for us to use over an indefinite carryforward period in order to fully realize the deferred tax assets.
When evaluating the realizability of deferred tax assets, all evidence—both positive and negative—is considered. This evidence includes, but is not limited to, expectations regarding future earnings, future reversals of existing temporary tax differences and tax planning strategies. We did not take into account any tax planning strategies when arriving at this conclusion; however, the other assumptions underlying the taxable income estimates are based on our near-term operating model. If we experience a significant decline in AUM for any extended time during the period for which these estimates relate and we do not otherwise experience offsetting growth rates in other periods, we may not generate taxable income sufficient to realize the deferred tax assets and may need to record a valuation allowance. However, given the indefinite carryforward period available for NOLs and the conservative estimates used to prepare the taxable income projections, the sensitivity of our estimates and assumptions are not likely to have a material impact on our conclusion that a valuation allowance is not needed.
Acquisitions
Purchase Price Allocation
We account for business combinations using the acquisition method of accounting, under which the purchase price of the acquisition is allocated to the assets acquired and liabilities assumed, with any excess consideration allocated to goodwill, using the fair values determined by management as of the acquisition date.
Management’s determination of the fair value of assets acquired and liabilities assumed at the acquisition date is based on the best information available and may incorporate management’s own assumptions and involve significant judgment. We use our best estimates and assumptions to accurately assign fair value to the tangible and identifiable intangible assets acquired and liabilities assumed at the acquisition date. Assumptions in valuing certain intangible assets include, but are not limited to, future expected cash inflows and outflows, future fundraising and timing of new product launches, discount rates, revenue volatility and income tax rates. Our estimates for future cash flows are based on historical data, internal estimates and external sources, and are based on assumptions that are consistent with the plans and estimates we use to manage the underlying assets acquired. We estimate the useful lives of intangible assets based on the expected period over which we anticipate generating substantially all of the economic benefit from the asset. We base our estimates on assumptions we believe to be reasonable but that are unpredictable and inherently uncertain. Unanticipated events and circumstances may occur that could affect the accuracy or validity of such assumptions, estimates or actual results.
Impairment Testing of Goodwill and Other Intangible Assets
Our ongoing accounting for goodwill and other intangible assets requires us to make significant estimates and assumptions when evaluating these assets for impairment. We generally undertake a qualitative review of factors that may indicate whether an impairment exists. We take into account factors such as the adverse impacts to FPAUM and management fees and general economic conditions that require judgement in deciding whether a quantitative analysis should be undertaken. Our evaluation for indicators of impairment may not capture a potential impairment, which could result in an overstatement of the carrying values of goodwill and other intangible assets. We also estimate the useful lives of our finite-lived intangible assets for purposes of amortization. The useful lives are based on our judgment of the expected future economic benefits of the assets. Changes in estimated useful lives could result in significant changes to the amount of amortization expense recognized in future periods.
90
Table of Contents
Variable Interest Entities
The determination of whether to consolidate a variable interest entity (“VIE”) under GAAP requires a significant amount of judgment concerning the degree of control over an entity by its holders of variable interests. To make these judgments, we conduct an analysis, on a case-by-case basis, of whether we are the primary beneficiary and are therefore required to consolidate an entity. We continually reconsider whether we should consolidate a VIE. Upon the occurrence of certain events, such as modifications to organizational documents and investment management agreements of our products, we will reconsider our conclusion regarding the status of an entity as a VIE. Our judgement when analyzing the status of an entity and whether we consolidate an entity could have a material impact on individual line items within our Financial Statements, as a change in our conclusion would have the effect of grossing up the assets, liabilities, revenues and expenses of the entity being evaluated. In light of the relevantly insignificant direct and indirect investments into our products, the likelihood of a reasonable change in our estimation and judgement would likely not result in a change in our conclusions to consolidate or not consolidate any VIEs to which we have exposure.
Impact of Changes in Accounting on Recent and Future Trends
We believe that none of the changes to GAAP that went into effect during the year ended December 31, 2024, or that have been issued but that we have not yet adopted, are expected to materially impact our future trends.
FY 2023 10-K MD&A
SEC filing source: 0001823945-24-000016.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to, those described in “Item 1A. Risk Factors.” of this report, and should be read in conjunction with the Financial Statements.
Overview
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | 2023 | 2022 | ||||||||
| Net Income (Loss) Attributable to Blue Owl Capital Inc. | $ | 54,343 | $ | (9,289) | ||||||
| Fee-Related Earnings(1) | $ | 997,717 | $ | 800,131 | ||||||
| Distributable Earnings(1) | $ | 927,838 | $ | 742,802 |
(1) For the specific components and calculations of these Non-GAAP measures, as well as a reconciliation of these measures to the most comparable measure in accordance with GAAP, see “—Non-GAAP Analysis” and “—Non-GAAP Reconciliations.”
Please see “—GAAP Results of Operations Analysis” and “—Non-GAAP Analysis” for a detailed discussion of the underlying drivers of our results.
Acquisitions
On August 15, 2023, we closed the Par Four Acquisition, expanding our liquid credit strategy team. See Note 3 to our Financial Statements for additional information.
On December 1, 2023, we closed the CHI Acquisition. The acquisition increased our assets under managment by approximately $1 billion comprised of several funds and further strengthen Blue Owl’s market presence in the life sciences sector with an emphasis on mid-to-late-stage equity investments into biopharmaceutical and healthcare companies. See Note 3 to our Financial Statements for additional information.
65
Table of Contents
Assets Under Management
| Blue OwlAUM: $165.7 billionFPAUM: $102.7 billion | ||||
|---|---|---|---|---|
| Credit AUM: $84.6 billionFPAUM: $57.1 billion | GP Strategic CapitalAUM: $54.2 billionFPAUM: $31.1 billion | Real EstateAUM: $26.9 billionFPAUM: $14.5 billion | ||
| Diversified LendingCommenced 2016AUM: $49.3 billionFPAUM: $29.6 billion | GP Minority StakesCommenced 2010AUM: $51.9 billionFPAUM: $29.9 billion | Net LeaseCommenced 2009AUM: $26.9 billionFPAUM: $14.5 billion | ||
| Technology LendingCommenced 2018AUM: $20.0 billionFPAUM: $14.4 billion | GP Debt FinancingCommenced 2019AUM: $1.6 billionFPAUM: $0.9 billion | |||
| First Lien LendingCommenced 2018AUM: $3.6 billionFPAUM: $2.5 billion | Professional Sports Minority StakesCommenced 2021AUM: $0.7 billionFPAUM: $0.3 billion | |||
| Opportunistic LendingCommenced 2020AUM: $2.4 billionFPAUM: $1.5 billion | ||||
| Liquid CreditCommenced 2022AUM: $8.2 billionFPAUM: $8.2 billion | ||||
| OtherAUM: $1.2 billionFPAUM: $1.0 billion |
All amounts shown as of December 31, 2023, totals may not sum due to rounding.
As of December 31, 2023, our AUM was $165.7 billion, which included $102.7 billion of FPAUM. For the year ended December 31, 2023, approximately 92% of our management fees were earned on AUM from Permanent Capital. As of December 31, 2023, we have $14.5 billion in AUM not yet paying fees, providing approximately $200 million of annualized management fees once deployed. See “—Assets Under Management” for additional information, including important information on how we define these metrics.
Business Environment
Our business is impacted by conditions in the financial markets and economic conditions in the U.S., and to a lesser extent, globally.
We believe that our management-fee centric business model and base of Permanent Capital contribute to the resiliency of our earnings and the strength of our business growth, including during periods of market uncertainty and volatility. During 2023, uncertainty around the pace of inflation growth, in conjunction with elevated interest rates and slowing global gross domestic product growth, weighed on industry M&A and capital markets activity, though volumes began to pick up in the latter part of the year.
During the quarter, 92% of our management fees were generated by Permanent Capital and the remainder predominantly from long-dated capital, with no meaningful pressure to our asset base from redemptions. As a result, fundraising and capital deployment contributed to management fee and revenue growth of 26% in 2023 compared with the prior year. We also ended the fourth quarter of 2023 with substantial available capital to deploy, reporting $14.5 billion of AUM not yet paying fees.
As trends in loan market activity improved again in the fourth quarter, direct lenders continued to play a significant role in the leveraged loan market. Increasing repayments from levels seen earlier in the year allowed us to redeploy capital into higher yielding opportunities, while higher origination volume continued to have a beneficial impact on our management fees compared to the prior year and on our transaction fees quarter over quarter.
66
Table of Contents
We continue to see attractive deployment opportunities for our GP Strategic Capital products, as capital needs across the private alternative asset management sector remain elevated, particularly in the current challenging fundraising and realization environment.
In Real Estate, industry valuations and transaction volumes remained muted due to a higher average interest rate environment, cost inflation, elevated vacancy rates, new supply dynamics, and uncertainty around future capital availability. In contrast, our Real Estate business, focused on triple net lease to primarily investment grade tenants, continued to deploy significant capital and identify opportunities to monetize assets at meaningful spreads to our entry points. Investors in our Real Estate products continue to benefit from the inflation-mitigating characteristics of the net lease structure, highly predictable net rent growth, and long-duration contractual income across the portfolio, and we are raising capital through various new products launched in 2022.
We are continuing to closely monitor developments related to the macroeconomic factors that have contributed to market volatility, and to assess the impact of these factors on financial markets and on our business. Our future results may be adversely affected by slowdowns in fundraising activity and the pace of capital deployment, which could result in delayed management fees. It is currently not possible to predict the ultimate effects of these events on the financial markets, overall economy and our Financial Statements. See “Item 1A. Risk Factors —Risks Related to Macroeconomic Factors.”
Additionally, we intend to pursue strategic acquisitions and investments to accelerate our growth and broaden our product offerings. Our acquisition strategy is centered around driving additional scale or expanding capabilities that complement or augment our existing products.
Assets Under Management
We present information regarding our AUM, FPAUM and various other related metrics throughout this MD&A to provide context around our fee generating revenues results, as well as indicators of the potential for future earnings from existing and new products. Our calculations of AUM and FPAUM may differ from the calculation methodologies of other asset managers, and as a result these measures may not be comparable to similar measures presented by other asset managers. In addition, our calculation of AUM includes amounts that are fee exempt (i.e., not subject to fees).
As of December 31, 2023, assets under management related to us, our executives and other employees totaled approximately $3.1 billion (including $1.8 billion related to accrued carried interest). A portion of these assets under management are not charged fees.
Composition of Assets Under Management
Our AUM consists of FPAUM, AUM not yet paying fees, fee-exempt AUM and net appreciation and leverage in products on which fees are based on commitments or investment cost. AUM not yet paying fees generally relates to unfunded capital commitments (to the extent such commitments are not already subject to fees), undeployed debt (to the extent we earn fees based on total asset values or investment cost, inclusive of assets purchased using debt) and AUM that is subject to a temporary fee holiday. Fee-exempt AUM represents certain investments by us, our employees, other related parties and third parties, as well as certain co-investment vehicles on which we never earn fees.
Management uses AUM not yet paying fees as an indicator of management fees that will be coming online as we deploy existing assets in products that charge fees based on deployed and not uncalled capital, as well as AUM that is currently subject to a fee holiday that will expire in the future. AUM not yet paying fees could provide approximately $200 million of additional annualized management fees once deployed or upon the expiration of the relevant fee holidays.
67
Table of Contents
Permanency and Duration of Assets Under Management
Our capital base is heavily weighted toward Permanent Capital. We view the permanency and duration of the products that we manage as a differentiator in our industry and as a means of measuring the stability of our future revenues stream. The chart below presents the composition of our management fees by remaining product duration. Changes in these relative percentages will occur over time as the mix of products we offer changes. For example, our Real Estate products have a higher concentration in what we refer to as “long-dated” funds, or funds in which the contractual remaining life is five years or more, which in isolation may cause our percentage of management fees from Permanent Capital to decline.
68
Table of Contents
Changes in AUM
| Year Ended December 31, 2023 | Year Ended December 31, 2022 | |||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in millions) | Credit | GP Strategic Capital | Real Estate | Total | Credit | GP Strategic Capital | Real Estate | Total | ||||||||||||||||||||||
| Beginning Balance | $ | 68,607 | $ | 48,510 | $ | 21,085 | $ | 138,202 | $ | 39,227 | $ | 39,906 | $ | 15,362 | $ | 94,495 | ||||||||||||||
| Acquisitions | 2,658 | — | — | 2,658 | 6,529 | — | — | 6,529 | ||||||||||||||||||||||
| New capital raised | 8,143 | 3,207 | 4,432 | 15,782 | 12,104 | 9,023 | 3,662 | 24,789 | ||||||||||||||||||||||
| Change in debt | 5,349 | — | 696 | 6,045 | 10,957 | — | 1,073 | 12,030 | ||||||||||||||||||||||
| Distributions | (3,546) | (1,684) | (758) | (5,988) | (1,651) | (1,803) | (1,210) | (4,664) | ||||||||||||||||||||||
| Change in value / other | 3,421 | 4,166 | 1,401 | 8,988 | 1,441 | 1,384 | 2,198 | 5,023 | ||||||||||||||||||||||
| Ending Balance | $ | 84,632 | $ | 54,199 | $ | 26,856 | $ | 165,687 | $ | 68,607 | $ | 48,510 | $ | 21,085 | $ | 138,202 |
Credit. The increase in AUM for the year ended December 31, 2023 was driven by the following:
•$2.7 billion of products were added in connection with the Par Four Acquisition and the CHI Acquisition that closed in August 2023 and December 2023, respectively.
•$5.1 billion new capital raised in diversified lending, primarily driven by continued private wealth fundraising in OCIC, a private credit product and separately managed accounts.
•$2.4 billion new capital raised in technology lending, driven by continued private wealth fundraising in OTIC, OTF II and separately managed accounts.
•$5.3 billion of additional net debt commitments primarily in diversified lending and technology lending strategies, as we continue to opportunistically manage leverage in our BDCs.
•$3.5 billion offsetting decrease in distributions, which primarily relate to dividends paid from our BDCs. Redemptions from these products were not material.
•$3.4 billion of overall appreciation across the platform.
GP Strategic Capital. The increase in AUM for the year ended December 31, 2023 was driven by the overall appreciation primarily in our GP minority stakes and professional sports minority stakes strategies of $4.2 billion and new capital raised of $3.2 billion, primarily in Blue Owl GP Stakes VI, partially offset by distributions across the platform.
Real Estate. The increase in AUM for the year ended December 31, 2023 was driven by new capital raised of $4.4 billion across various products, primarily Blue Owl Real Estate Fund VI (“OREF VI”), our triple net-lease drawdown fund, Blue Owl Real Estate Net Lease Trust (“ORENT”), our real estate investment trust, and Blue Owl Real Estate Net Lease Property Fund (“ONLP”), overall appreciation across the platform of $1.4 billion and additional debt commitments of $0.7 billion, primarily related to ONLP and ORENT, partially offset by distributions of $0.8 billion primarily related to ONLP and Blue Owl Real Estate Fund V (“OREF V”).
Changes in FPAUM
| Year Ended December 31, 2023 | Year Ended December 31, 2022 | |||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in millions) | Credit | GP Strategic Capital | Real Estate | Total | Credit | GP Strategic Capital | Real Estate | Total | ||||||||||||||||||||||
| Beginning Balance | $ | 49,041 | $ | 28,772 | $ | 10,997 | $ | 88,810 | $ | 32,029 | $ | 21,212 | $ | 8,203 | $ | 61,444 | ||||||||||||||
| Acquisitions | 2,625 | — | — | 2,625 | 6,501 | — | — | 6,501 | ||||||||||||||||||||||
| New capital raised / deployed (1) | 5,675 | 2,845 | 3,975 | 12,495 | 12,472 | 9,425 | 3,304 | 25,201 | ||||||||||||||||||||||
| Fee basis step down (1) | (71) | (339) | — | (410) | — | (1,779) | — | (1,779) | ||||||||||||||||||||||
| Distributions | (3,315) | (203) | (629) | (4,147) | (1,695) | (86) | (998) | (2,779) | ||||||||||||||||||||||
| Change in value / other | 3,119 | — | 204 | 3,323 | (266) | — | 488 | 222 | ||||||||||||||||||||||
| Ending Balance | $ | 57,074 | $ | 31,075 | $ | 14,547 | $ | 102,696 | $ | 49,041 | $ | 28,772 | $ | 10,997 | $ | 88,810 |
(1)The year ended December 31, 2022 reflects a change in classification from fee basis step down to new capital raised / deployed for the fee holiday expiration in Blue Owl GP Stakes V of $2.1 billion on January 1, 2022.
69
Table of Contents
Credit. The increase in FPAUM for the year ended December 31, 2023 was driven by the following:
•$2.6 billion of products were added in connection with the Par Four Acquisition and the CHI Acquisition that closed in August 2023 and December 2023, respectively.
•$3.7 billion new capital raised in diversified lending, primarily driven by continued private wealth fundraising in OCIC.
•$1.8 billion new capital raised in technology lending, driven by continued private wealth fundraising in OTIC and OTF II.
•$3.3 billion offsetting decrease in distributions, which primarily relate to dividends paid from our BDCs. Redemptions from these products were not material.
•$3.1 billion of overall appreciation across the platform.
GP Strategic Capital. The increase in FPAUM for the year ended December 31, 2023 was driven primarily by capital raised in Blue Owl GP Stakes VI.
Real Estate. The increase in FPAUM for the year ended December 31, 2023 was driven primarily by capital raised and deployment in OREF VI, ORENT and OREF V.
Product Performance
Product performance for certain of our products is included throughout this discussion with analysis to facilitate an understanding of our results of operations for the periods presented. The performance information of our products reflected is not indicative of Blue Owl’s performance. An investment in Blue Owl is not an investment in any of our products. Past performance is not indicative of future results. As with any investment, there is always the potential for gains as well as the possibility of losses. There can be no assurance that any of these products or our other existing and future products will achieve similar returns. Multiple of invested capital (“MoIC”) and internal rate of return (“IRR”) data has not been presented for products that have launched within the last two years as such information is generally not meaningful (“NM”).
Credit
| MoIC | IRR | ||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in millions) | Year of Inception | AUM | Capital Raised (4) | Invested Capital (5) | Realized Proceeds (6) | Unrealized Value (7) | Total Value | Gross (8) | Net (9) | Gross (10) | Net (11) | ||||||||||||||||||||||||
| Diversified Lending (1) | |||||||||||||||||||||||||||||||||||
| Blue Owl Capital Corporation | 2016 | $ | 14,836 | $ | 5,970 | $ | 5,970 | $ | 2,862 | $ | 5,999 | $ | 8,861 | 1.72x | 1.52x | 13.4 | % | 9.8 | % | ||||||||||||||||
| Blue Owl Capital Corporation II (2) | 2017 | $ | 2,588 | $ | 1,294 | $ | 1,264 | $ | 417 | $ | 1,265 | $ | 1,682 | NM | 1.36x | NM | 7.5 | % | |||||||||||||||||
| Blue Owl Capital Corporation III | 2020 | $ | 4,192 | $ | 1,828 | $ | 1,828 | $ | 400 | $ | 1,888 | $ | 2,288 | 1.31x | 1.29x | 13.5 | % | 12.7 | % | ||||||||||||||||
| Blue Owl Credit Income Corp. (2) | 2020 | $ | 17,689 | $ | 7,979 | $ | 7,497 | $ | 788 | $ | 7,657 | $ | 8,445 | NM | 1.15x | NM | 11.3 | % | |||||||||||||||||
| Technology Lending (1) | |||||||||||||||||||||||||||||||||||
| Blue Owl Technology Finance Corp. | 2018 | $ | 7,312 | $ | 3,289 | $ | 3,289 | $ | 663 | $ | 3,481 | $ | 4,144 | 1.39x | 1.29x | 12.4 | % | 9.1 | % | ||||||||||||||||
| Blue Owl Technology Finance Corp. II | 2021 | $ | 6,757 | $ | 4,129 | $ | 1,728 | $ | 95 | $ | 1,783 | $ | 1,878 | 1.18x | 1.13x | 16.1 | % | 11.0 | % | ||||||||||||||||
| First Lien Lending (3) | |||||||||||||||||||||||||||||||||||
| Blue Owl First Lien Fund Levered | 2018 | $ | 2,455 | $ | 1,161 | $ | 912 | $ | 279 | $ | 937 | $ | 1,216 | 1.41x | 1.34x | 11.3 | % | 9.4 | % | ||||||||||||||||
| Blue Owl First Lien Fund Unlevered | 2019 | $ | 613 | $ | 356 | $ | 156 | $ | 56 | $ | 128 | $ | 184 | 1.23x | 1.18x | 6.4 | % | 5.0 | % |
(1)Information presented in the AUM through Total Value columns for these vehicles is presented on a quarter lag due to these vehicles being public filers with the SEC and not yet filing their quarterly information as of our filing date. Additional information related to these vehicles can be found in their filings with the SEC, which are not part of this report.
(2)For the purposes of calculating Gross IRR, the expense support provided to the fund would be impacted when assuming a performance excluding management fees (including Part I Fees) and Part II Fees, and therefore is not meaningful for OBDC II and OCIC.
(3)Blue Owl First Lien Fund is comprised of three feeder funds: Onshore Levered, Offshore Levered and Insurance Unlevered. The gross and net MoIC and IRR presented in the chart are for Onshore Levered and Insurance Unlevered as those are the largest of the levered and unlevered feeder funds. The
70
Table of Contents
gross and net MoIC for the Offshore Levered feeder fund is 1.38x and 1.29x, respectively. The gross and net IRR for the Offshore Levered feeder is 10.5% and 7.7%, respectively. All other values for Blue Owl First Lien Fund Levered are for Onshore Levered and Offshore Levered combined. AUM is presented as the aggregate of the three Blue Owl First Lien Fund feeders. Blue Owl First Lien Fund Unlevered Investor equity and note commitments are both treated as capital for all values.
(4)Includes reinvested dividends and share repurchases, if applicable.
(5)Invested capital includes capital calls, reinvested dividends and periodic investor closes, as applicable.
(6)Realized proceeds represent the sum of all cash distributions to investors.
(7)Unrealized value represents the product’s NAV. There can be no assurance that unrealized values will be realized at the valuations indicated.
(8)Gross MoIC is calculated by adding total realized proceeds and unrealized values of a product’s investments and dividing by the total amount of invested capital. Gross MoIC is calculated before giving effect to management fees (including Part I Fees) and Part II Fees, as applicable.
(9)Net MoIC measures the aggregate value generated by a product’s investments in absolute terms. Net MoIC is calculated by adding total realized proceeds and unrealized values of a product’s investments and dividing by the total amount of invested capital. Net MoIC is calculated after giving effect to management fees (including Part I Fees) and Part II Fees, as applicable, and all other expenses.
(10)Gross IRR is an annualized since inception gross internal rate of return of cash flows to and from the product and the product’s residual value at the end of the measurement period. Gross IRRs are calculated before giving effect to management fees (including Part I Fees) and Part II Fees, as applicable.
(11)Net IRRs are calculated consistent with gross IRRs, but after giving effect to management fees (including Part I Fees) and Part II Fees, as applicable, and all other expenses. An individual investor’s IRR may differ from the reported IRR based on the timing of capital transactions.
GP Strategic Capital
| MoIC | IRR | ||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in millions) | Year of Inception | AUM | Capital Raised | Invested Capital (2) | Realized Proceeds (3) | Unrealized Value (4) | Total Value | Gross (5) | Net (6) | Gross (7) | Net (8) | ||||||||||||||||||||||||
| GP Minority Stakes (1) | |||||||||||||||||||||||||||||||||||
| Blue Owl GP Stakes I | 2011 | $ | 711 | $ | 1,284 | $ | 1,266 | $ | 723 | $ | 498 | $ | 1,221 | 1.11x | 0.96x | 2.1 | % | -0.6 | % | ||||||||||||||||
| Blue Owl GP Stakes II | 2014 | $ | 3,073 | $ | 2,153 | $ | 1,857 | $ | 703 | $ | 2,377 | $ | 3,080 | 1.98x | 1.66x | 15.0 | % | 10.3 | % | ||||||||||||||||
| Blue Owl GP Stakes III | 2015 | $ | 9,540 | $ | 5,318 | $ | 3,273 | $ | 3,362 | $ | 5,101 | $ | 8,463 | 3.12x | 2.59x | 30.2 | % | 23.5 | % | ||||||||||||||||
| Blue Owl GP Stakes IV | 2018 | $ | 15,027 | $ | 9,041 | $ | 5,864 | $ | 3,928 | $ | 7,262 | $ | 11,190 | 2.29x | 1.91x | 67.0 | % | 42.8 | % | ||||||||||||||||
| Blue Owl GP Stakes V | 2020 | $ | 13,603 | $ | 12,852 | $ | 3,563 | $ | 1,914 | $ | 2,271 | $ | 4,185 | 1.36x | 1.17x | 36.8 | % | 16.7 | % |
(1)Information presented in the Invested Capital through IRR columns for these vehicles is presented on a quarter lag and is exclusive of investments made by the related carried interest vehicles of the respective products.
(2)Invested capital includes capital calls.
(3)Realized proceeds represent the sum of all cash distributions to investors.
(4)Unrealized value represents the product's NAV. There can be no assurance that unrealized values will be realized at the valuations indicated.
(5)Gross MoIC is calculated by adding total realized proceeds and unrealized values of a product’s investments and dividing by the total amount of invested capital. Gross MoIC is calculated before giving effect to management fees and carried interest, as applicable.
(6)Net MoIC measures the aggregate value generated by a product's investments in absolute terms. Net MoIC is calculated by adding total realized proceeds and unrealized values of a product's investments and dividing by the total amount of invested capital. Net MoIC is calculated after giving effect to management fees and carried interest, as applicable, and all other expenses.
(7)Gross IRR is an annualized since inception gross internal rate of return of cash flows to and from the product and the product’s residual value at the end of the measurement period. Gross IRRs are calculated before giving effect to management fees and carried interest, as applicable.
(8)Net IRR is an annualized since inception net internal rate of return of cash flows to and from the product and the product's residual value at the end of the measurement period. Net IRRs reflect returns to all investors. Net IRRs are calculated after giving effect to management fees and carried interest, as applicable, and all other expenses. An individual investor's IRR may differ from the reported IRR based on the timing of capital transactions.
Real Estate
| MoIC | IRR | ||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in millions) | Year of Inception | AUM | Capital Raised | Invested Capital (3) | Realized Proceeds (4) | Unrealized Value (5) | Total Value | Gross (6) | Net (7) | Gross (8) | Net (9) | ||||||||||||||||||||||||
| Net Lease | |||||||||||||||||||||||||||||||||||
| Blue Owl Real Estate Fund IV (1) | 2017 | $ | 1,121 | $ | 1,250 | $ | 1,260 | $ | 1,478 | $ | 510 | $ | 1,988 | 1.76x | 1.58x | 24.8 | % | 20.3 | % | ||||||||||||||||
| Blue Owl Real Estate Net Lease Property Fund | 2019 | $ | 6,767 | $ | 3,463 | $ | 3,747 | $ | 978 | $ | 3,634 | $ | 4,612 | 1.26x | 1.23x | 12.3 | % | 10.9 | % | ||||||||||||||||
| Blue Owl Real Estate Fund V (1) | 2020 | $ | 3,984 | $ | 2,500 | $ | 2,504 | $ | 766 | $ | 2,456 | $ | 3,222 | 1.39x | 1.29x | 28.0 | % | 22.4 | % | ||||||||||||||||
| Blue Owl Real Estate Net Lease Trust (2) | 2022 | $ | 4,396 | $ | 2,088 | $ | 2,088 | $ | 67 | $ | 2,007 | $ | 2,074 | NM | NM | NM | NM | ||||||||||||||||||
| Blue Owl Real Estate Fund VI (1) | 2022 | $ | 5,271 | $ | 4,335 | $ | 438 | $ | 7 | $ | 434 | $ | 441 | NM | NM | NM | NM |
(1)Information presented in the Invested Capital through IRR columns for these vehicles is presented on a quarter lag.
(2)Information presented in the AUM through Total Value columns for this vehicle is presented on a quarter lag due to the vehicle being a public filer with the SEC and not yet filing its quarterly information as of our filing date. Additional information related to this vehicle can be found in its filings with the SEC, which are not part of this report.
(3)Invested capital includes investments by the general partner, capital calls, dividends reinvested, recallable capital which has been reinvested and periodic investor closes, as applicable.
71
Table of Contents
(4)Realized proceeds represent the sum of all cash distributions to all investors.
(5)Unrealized value represents the fund’s NAV. There can be no assurance that unrealized values will be realized at the valuations indicated.
(6)Gross MoIC is calculated by adding total realized proceeds and unrealized values of a product’s investments and dividing by the total amount of invested capital. Gross MoIC is calculated before giving effect to management fees and carried interest, as applicable.
(7)Net MoIC measures the aggregate value generated by a product's investments in absolute terms. Net MoIC is calculated by adding total realized proceeds and unrealized values of a product's investments and dividing by the total amount of invested capital. Net MoIC is calculated after giving effect to management fees and carried interest, as applicable, and all other expenses.
(8)Gross IRR is an annualized since inception gross internal rate of return of cash flows to and from the product and the product’s residual value at the end of the measurement period. Gross IRRs are calculated before giving effect to management fees and carried interest, as applicable.
(9)Net IRR is an annualized since inception net internal rate of return of cash flows to and from the product and the product's residual value at the end of the measurement period. Net IRRs reflect returns to all investors. Net IRRs are calculated after giving effect to management fees and carried interest, as applicable, and all other expenses. An individual investor's IRR may differ from the reported IRR based on the timing of capital transactions.
72
Table of Contents
GAAP Results of Operations Analysis
As a result of the Wellfleet Acquisition, prior period amounts may not be comparable to current period amounts or expected future trends. Wellfleet’s results of operations are included from April 1, 2022.
For a discussion of our results for the year ended December 31, 2022, compared to the year ended December 31, 2021, please refer to “Blue Owl Management's Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K, filed February 27, 2023.
Year Ended December 31, 2023, Compared to the Year Ended December 31, 2022
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | 2023 | 2022 | $ Change | |||||||
| Revenues | ||||||||||
| Management fees, net (includes Part I Fees of $387,346 and $233,993) | $ | 1,527,241 | $ | 1,211,606 | $ | 315,635 | ||||
| Administrative, transaction and other fees | 200,746 | 145,895 | 54,851 | |||||||
| Performance revenues | 3,621 | 12,221 | (8,600) | |||||||
| Total Revenues, Net | 1,731,608 | 1,369,722 | 361,886 | |||||||
| Expenses | ||||||||||
| Compensation and benefits | 870,642 | 894,686 | (24,044) | |||||||
| Amortization of intangible assets | 300,341 | 256,909 | 43,432 | |||||||
| General, administrative and other expenses | 242,809 | 220,610 | 22,199 | |||||||
| Total Expenses | 1,413,792 | 1,372,205 | 41,587 | |||||||
| Other Loss | ||||||||||
| Net gains (losses) on investments | 4,203 | (132) | 4,335 | |||||||
| Interest and dividend income | 22,176 | 4,357 | 17,819 | |||||||
| Interest expense | (75,696) | (60,068) | (15,628) | |||||||
| Change in TRA liability | (1,656) | (11,435) | 9,779 | |||||||
| Change in warrant liability | (14,050) | 34,634 | (48,684) | |||||||
| Change in earnout liability | (6,409) | (14,488) | 8,079 | |||||||
| Total Other Loss | (71,432) | (47,132) | (24,300) | |||||||
| Income (Loss) Before Income Taxes | 246,384 | (49,615) | 295,999 | |||||||
| Income tax expense (benefit) | 25,608 | (9,380) | 34,988 | |||||||
| Consolidated and Combined Net Income (Loss) | 220,776 | (40,235) | 261,011 | |||||||
| Net (income) loss attributable to noncontrolling interests | (166,433) | 30,946 | (197,379) | |||||||
| Net Income (Loss) Attributable to Blue Owl Capital Inc. | $ | 54,343 | $ | (9,289) | $ | 63,632 |
Revenues, Net
Management Fees. The increase in management fees was primarily due to the drivers below. See Note 6 to our Financial Statements for additional details on our GAAP management fees by strategy.
•Credit increased $259.9 million, including an increase in Part I Fees of $151.2 million, due to continued fundraising and deployment of capital within new and existing Credit products. The increase in Part I Fees was also driven by higher interest rates.
•GP Strategic Capital increased $13.5 million, primarily driven by continued fundraising in Blue Owl GP Stakes V.
•Real Estate increased $42.2 million, attributable to continued fundraising and deployment of capital within new and existing Real Estate products, primarily ORENT, OREF VI and OREF V.
Administrative, Transaction and Other Fees. The increase in administrative, transaction and other fees was driven primarily by the following:
•$21.0 million increase in administrative fees, driven by a higher level of reimbursable expenses due to growth of our products and business overall.
73
Table of Contents
•$17.8 million increase in fee income earned for services provided to portfolio companies reflecting an increase in average transaction size.
•$16.1 million increase in dealer manager revenues due to growth in the distribution of our retail BDCs.
Expenses
Compensation and Benefits. Compensation and benefits expenses decreased, primarily due to the following:
•$107.5 million decrease in equity-based compensation, primarily reflecting a $163.9 million decrease in acquisition-related equity-based compensation primarily due to the settlement of the First Oak Street Earnout (as described in Note 3) in January 2023, partially offset by a $59.8 million increase in our other recurring annual equity grants driven by the additional grants made during the fourth quarter of 2023 in connection with year-end bonus compensation.
•$40.4 million decrease in acquisition-related cash compensation, primarily due to the settlement of the First Oak Street Earnout in January 2023.
•$123.9 million offsetting increase, driven by higher compensation to existing employees, as well as increased headcount due to our continued growth.
Amortization of Intangible Assets. Amortization of intangible assets increased $61.6 million, primarily due to corporate actions taken during the first quarter of 2023, resulting in a change of the estimated useful lives of acquired trademarks. As a result of the corporate actions, the remaining unamortized balance of the trademarks of $72.4 million was expensed through June 30, 2023. This increase was partially offset by a decrease of $18.5 million related to investment management agreements that fully amortized in 2022. See Note 3 to our Financial Statements for additional information.
General, Administrative and Other Expenses. General, administrative and other expenses increased, primarily driven by the following:
•$23.2 million increase in occupancy costs, driven by additional leased space to accommodate our continued growth.
•$17.0 million increase in reimbursed expenses due to growth in our products and business overall.
•$14.0 million offsetting favorable change in expense support resulting from recoveries with certain products we manage.
•$10.5 million offsetting decrease in distribution costs, primarily related to our Credit and GP Strategic Capital products.
•The remaining net change was across various categories, driven by our continued growth.
Other Loss
Interest and Dividend Income. The increase in interest and dividend income was driven by our $250.0 million interest-bearing revolving promissory note receivable from a product we manage that was entered into on August 8, 2022, and amended in November 2023.
Interest Expense. The increase in interest expense was driven by higher average debt outstanding.
Change in Warrant Liability. The change in the warrant liability for the current year period was driven by the increase in the price of our Class A Shares. The change in the warrant liability in the prior year period was driven by the decrease in the price of our Class A Shares, as well as a markdown to the contractual redemption values for the Public Warrants that were redeemed in August 2022.
Income Tax Expense (Benefit)
The change in income tax expense (benefit) was due to pre-tax income in the current period as a result of the drivers discussed above. Please see Note 10 to our Financial Statements for a discussion of the significant tax differences that impacted our effective tax rate.
74
Table of Contents
Net (Income) Loss Attributable to Noncontrolling Interests
Net (income) loss attributable to noncontrolling interests primarily represents the allocation to Common Units (as defined in Note 1 to our Financial Statements) of their pro rata share of the Blue Owl Operating Group’s net income or loss due to the drivers discussed above. The Common Units represented an approximately 67% weighted average economic interest in the Blue Owl Operating Group for the year ended December 31, 2023.
Non-GAAP Analysis
In addition to presenting our results in accordance with GAAP, we present certain other financial measures that are not presented in accordance with GAAP. Management uses these measures in budgeting and to assess the operating results of our business, and we believe that this information enhances the ability of stockholders to analyze our performance from period to period. These non-GAAP financial measures supplement and should be considered in addition to and not in lieu of our GAAP results, and such measures should not be considered as indicative of our liquidity. Our non-GAAP measures may not be comparable to other similarly titled measures used by other companies. Please see “—Non-GAAP Reconciliations” for reconciliations of these measures to the most comparable measures prepared in accordance with GAAP.
Fee-Related Earnings and Related Components
Fee-Related Earnings is a supplemental non-GAAP measure of our core operating performance used to make operating decisions and assess our core operating results, focusing on whether our core revenue streams, primarily consisting of management fees, are sufficient to cover our core operating expenses. FRE performance revenues refers to the GAAP performance revenues that are measured and eligible to be received on a recurring basis and not dependent on realization events from the underlying investments. Management also reviews the components that comprise Fee-Related Earnings (i.e., FRE revenues and FRE expenses) on the same basis used to calculate Fee-Related Earnings, and such components are also non-GAAP measures and have been identified with the prefix “FRE” in the tables and discussion below.
Fee-Related Earnings exclude various items that are required for the presentation of our results under GAAP, including the following: noncontrolling interests in the Blue Owl Operating Partnerships; equity-based compensation expense; compensation expenses related to capital contributions in certain subsidiary holding companies that are in-turn paid as compensation to certain employees, as such contributions are not included in Fee-Related Earnings or Distributable Earnings; amortization of acquisition-related earnouts; amortization of intangible assets; “Transaction Expenses” as defined below; expense support payments and subsequent reimbursements; net gains (losses) on investments, net losses on retirement of debt; interest and dividend income; interest expense; changes in TRA, warrant and earnout liabilities; and taxes. Transaction Expenses are expenses incurred in connection with the Business Combination and other acquisitions and strategic transactions, including subsequent adjustments related to such transactions, that were not eligible to be netted against consideration or recognized as acquired assets and assumed liabilities in the relevant transactions. FRE revenues and FRE expenses also exclude DE performance revenues and related compensation expense, as well as revenues and expenses related to amounts reimbursed by our products, including administrative fees and dealer manager reallowed commissions, that have no impact to our bottom line operating results, and therefore FRE revenues and FRE expenses do not represent our total revenues or total expenses in any given period. DE performance revenues refers to GAAP performance revenues that are not FRE performance revenues.
Distributable Earnings
Distributable Earnings is a supplemental non-GAAP measure of operating performance that equals Fee-Related Earnings plus or minus, as relevant, DE performance revenues and related compensation, interest and dividend income, interest expense, as well as amounts payable for taxes and payments made pursuant to the TRA. Amounts payable for taxes presents the current income taxes payable, excluding the impact of tax contingency-related accrued expenses or benefits, as such amounts are included when paid or received, related to the respective period’s earnings, assuming that all Distributable Earnings were allocated to the Registrant, which would occur following the exchange of all Blue Owl Operating Group Units for Class A Shares. Current income taxes payable and payments made pursuant to the TRA reflect the benefit of tax deductions that are excluded when calculating Distributable Earnings (e.g., equity-based compensation expenses, Transaction Expenses, tax goodwill, etc.). If these tax deductions were to be excluded from amounts payable for taxes, Distributable Earnings would be lower and our effective tax rate would appear to be higher, even though a lower amount of income taxes would have been paid or payable for a period’s earnings. We make these adjustments when calculating Distributable Earnings to more accurately reflect the net realized earnings that are expected to be or become available for distribution or reinvestment into our business. Management believes that Distributable Earnings can be useful as a supplemental performance measure to our GAAP results assessing the amount of earnings available for distribution.
75
Table of Contents
Fee-Related Earnings and Distributable Earnings Summary
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | 2023 | 2022 | ||||||||
| FRE revenues | $ | 1,660,459 | $ | 1,321,740 | ||||||
| FRE expenses | 652,052 | 529,318 | ||||||||
| Net income (loss) allocated to noncontrolling interests included in Fee-Related Earnings | (10,690) | 7,709 | ||||||||
| Fee-Related Earnings | $ | 997,717 | $ | 800,131 | ||||||
| Distributable Earnings | $ | 927,838 | $ | 742,802 |
Fee-Related Earnings and Distributable Earnings increased as a result of higher FRE revenues in Credit, GP Strategic Capital and Real Estate, partially offset by higher FRE expenses, as further discussed below.
FRE Revenues
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | 2023 | 2022 | ||||||||
| Credit Platform | ||||||||||
| Diversified lending | $ | 637,999 | $ | 480,874 | ||||||
| Technology lending | 204,680 | 114,876 | ||||||||
| First lien lending | 18,089 | 16,029 | ||||||||
| Opportunistic lending | 9,707 | 8,756 | ||||||||
| Liquid credit | 27,936 | 19,440 | ||||||||
| Other | 1,491 | — | ||||||||
| Management Fees, Net | 899,902 | 639,975 | ||||||||
| Administrative, transaction and other fees | 85,566 | 67,400 | ||||||||
| FRE performance revenues | 1,276 | — | ||||||||
| FRE Revenues - Credit Platform | 986,744 | 707,375 | ||||||||
| GP Strategic Capital Platform | ||||||||||
| GP minority stakes | 526,502 | 513,613 | ||||||||
| GP debt financing | 16,921 | 13,611 | ||||||||
| Professional sports minority stakes | 2,409 | 1,611 | ||||||||
| Management Fees, Net | 545,832 | 528,835 | ||||||||
| Administrative, transaction and other fees | 5,244 | 5,097 | ||||||||
| FRE Revenues - GP Strategic Capital Platform | 551,076 | 533,932 | ||||||||
| Real Estate Platform | ||||||||||
| Net lease | 122,365 | 80,179 | ||||||||
| Management Fees, Net | 122,365 | 80,179 | ||||||||
| Administrative, transaction and other fees | 274 | 254 | ||||||||
| FRE Revenues - Real Estate Platform | 122,639 | 80,433 | ||||||||
| Total FRE Revenues | $ | 1,660,459 | $ | 1,321,740 |
FRE Management Fees. The increase in FRE management fees was primarily due to the drivers below.
•Credit FRE management fees increased $259.9 million, including an increase in Part I Fees of $151.2 million, due to continued fundraising and deployment of capital within new and existing Credit products. The increase in Part I Fees was also driven by higher interest rates.
•GP Strategic Capital FRE management fees increased $17.0 million, primarily due to continued fundraising in Blue Owl GP Stakes V.
76
Table of Contents
•Real Estate FRE management fees increased $42.2 million, primarily due to continued fundraising and deployment of capital within new and existing Real Estate products, primarily ORENT, OREF VI and OREF V.
FRE Administrative, Transaction and Other Fees. The increase in FRE administrative, transaction and other fees was driven primarily by a $17.8 million increase in fee income earned for services provided to portfolio companies reflecting an increase in average transaction size.
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | 2023 | 2022 | ||||||||
| FRE compensation and benefits | $ | 467,272 | $ | 361,041 | ||||||
| FRE general, administrative and other expenses | 184,780 | 168,277 | ||||||||
| Total FRE Expenses | $ | 652,052 | $ | 529,318 |
FRE Compensation and Benefits. FRE compensation and benefits expenses increased, driven by higher compensation to existing employees, as well as increased headcount due to our continued growth.
FRE General, Administrative and Other Expenses. FRE general, administrative and other expenses increased, driven by the following:
•$22.5 million increase in occupancy costs, driven by additional leased space to accommodate our continued growth.
•$8.1 million increase in professional fees, driven by our continued growth.
•$26.3 million offsetting decrease in distribution costs, primarily related to our Credit and GP Strategic Capital products.
•The remaining net change was across various categories, driven by our continued growth.
77
Table of Contents
Non-GAAP Reconciliations
The table below presents the reconciliation of the non-GAAP measures presented throughout this MD&A. Please see “—Non-GAAP Analysis” for important information regarding these measures.
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | 2023 | 2022 | ||||||||
| GAAP Net Income (Loss) Attributable to Class A Shares | $ | 54,343 | $ | (9,289) | ||||||
| Net income (loss) attributable to noncontrolling interests | 166,433 | (30,946) | ||||||||
| Income tax expense (benefit) | 25,608 | (9,380) | ||||||||
| GAAP Income (Loss) Before Income Taxes | 246,384 | (49,615) | ||||||||
| Net income (loss) allocated to noncontrolling interests included in Fee-Related Earnings | (10,690) | 7,709 | ||||||||
| Strategic Revenue-Share Purchase consideration amortization | 40,858 | 37,383 | ||||||||
| DE performance revenues | (2,345) | (12,221) | ||||||||
| DE performance revenues compensation | 821 | 4,282 | ||||||||
| Equity-based compensation - other | 158,573 | 99,520 | ||||||||
| Equity-based compensation - acquisition related | 84,543 | 248,455 | ||||||||
| Equity-based compensation - Business Combination grants | 69,448 | 72,857 | ||||||||
| Acquisition-related cash earnout amortization | 25,731 | 66,110 | ||||||||
| Capital-related compensation | 5,930 | 4,327 | ||||||||
| Amortization of intangible assets | 300,341 | 256,909 | ||||||||
| Transaction Expenses | 13,308 | 9,089 | ||||||||
| Expense support | (6,617) | 8,194 | ||||||||
| Net gains (losses) on investments | (4,203) | 132 | ||||||||
| Change in TRA liability | 1,656 | 11,435 | ||||||||
| Change in warrant liability | 14,050 | (34,634) | ||||||||
| Change in earnout liability | 6,409 | 14,488 | ||||||||
| Interest and dividend income | (22,176) | (4,357) | ||||||||
| Interest expense | 75,696 | 60,068 | ||||||||
| Fee-Related Earnings | 997,717 | 800,131 | ||||||||
| DE performance revenues | 2,345 | 12,221 | ||||||||
| DE performance revenues compensation | (821) | (4,282) | ||||||||
| Interest and dividend income | 22,176 | 4,357 | ||||||||
| Interest expense | (75,696) | (60,068) | ||||||||
| Taxes and TRA payments | (17,883) | (9,557) | ||||||||
| Distributable Earnings | $ | 927,838 | $ | 742,802 |
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | 2023 | 2022 | ||||||||
| GAAP Revenues | $ | 1,731,608 | $ | 1,369,722 | ||||||
| Strategic Revenue-Share Purchase consideration amortization | 40,858 | 37,383 | ||||||||
| DE performance revenues | (2,345) | (12,221) | ||||||||
| Reimbursed expenses | (109,662) | (73,144) | ||||||||
| FRE Revenues | $ | 1,660,459 | $ | 1,321,740 |
78
Table of Contents
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | 2023 | 2022 | ||||||||
| GAAP Compensation and Benefits | $ | 870,642 | $ | 894,686 | ||||||
| DE performance revenues compensation | (821) | (4,282) | ||||||||
| Equity-based compensation - other | (158,573) | (98,798) | ||||||||
| Equity-based compensation - acquisition related | (84,543) | (248,455) | ||||||||
| Equity-based compensation - Business Combination grants | (69,448) | (72,857) | ||||||||
| Acquisition-related cash earnout amortization | (25,731) | (66,110) | ||||||||
| Capital-related compensation | (5,930) | (4,327) | ||||||||
| Reimbursed expenses | (58,324) | (38,816) | ||||||||
| FRE Compensation and Benefits | $ | 467,272 | $ | 361,041 |
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | 2023 | 2022 | ||||||||
| GAAP General, Administrative and Other Expenses | $ | 242,809 | $ | 220,610 | ||||||
| Equity-based compensation - other | — | (722) | ||||||||
| Transaction Expenses | (13,308) | (9,089) | ||||||||
| Expense support | 6,617 | (8,194) | ||||||||
| Reimbursed expenses | (51,338) | (34,328) | ||||||||
| FRE General, Administrative and Other Expenses | $ | 184,780 | $ | 168,277 |
Liquidity and Capital Resources
Overview
We rely on management fees as the primary source of our operating liquidity. From time to time we may rely on the use of our Revolving Credit Facility between management fee collection dates, which generally occur on a quarterly basis. We may also rely on our Revolving Credit Facility for liquidity needed to fund acquisitions, which we may replace with longer-term financing, subject to market conditions.
We ended 2023 with $104.2 million of cash and cash equivalents and approximately $1.3 billion available under our Revolving Credit Facility. Based on management’s experience and our current level of liquidity and assets under management, we believe that our current liquidity position and cash generated from management fees will continue to be sufficient to meet our anticipated working capital needs for at least the next 12 months.
Over the short and long term, we may use cash and cash equivalents, issue additional debt or equity securities, or may seek other sources of liquidity to:
•Grow our existing investment management business.
•Expand, or acquire, into businesses that are complementary to our existing investment management business or other strategic growth initiatives.
•Pay operating expenses, including cash compensation to our employees.
•Repay debt obligations and interest thereon.
•Opportunistically repurchase Class A Shares on the open market, as well as pay withholding taxes on net settled, vested RSUs.
•Pay income taxes and amounts due under the TRA.
•Pay dividends to holders of our Class A Shares, as well as make corresponding distributions to holders of Common Units at the Blue Owl Operating Group level.
•Fund debt and equity investment commitments to existing or future products.
79
Table of Contents
Debt Obligations
As of December 31, 2023, our long-term debt obligations consisted of $59.8 million aggregate principal amount of 7.397% Senior Notes due 2028 (the “2028 Notes”), $700.0 million aggregate principal amount of 3.125% Senior Notes due 2031 (the “2031 Notes”), $400.0 million aggregate principal amount of 4.375% Senior Notes due 2032 (the “2032 Notes”) and $350.0 million aggregate principal amount of 4.125% Senior Notes due 2051 (the “2051 Notes” and collectively with the 2028 Notes, 2031 Notes and the 2032 Notes, the “Notes”). We also had $205.0 million outstanding under our Revolving Credit Facility as of December 31, 2023. We expect to use cash on hand to pay interest and principal due on our financing arrangements over time, which would reduce amounts available for dividends and distributions to our stockholders. We may choose to refinance all or a portion of any amounts outstanding on or prior to their respective maturity dates by issuing new debt, which could result in higher borrowing costs. We may also choose to repay borrowing by using proceeds from the issuance of equity or other securities, which would dilute stockholders. See Note 4 to our Financial Statements for additional information regarding our debt obligations.
Tax Receivable Agreement
As discussed in Note 11 to our Financial Statements, we may in the future be required to make payments under the TRA. As of December 31, 2023, assuming no material changes in the relevant tax law and that we generate sufficient taxable income to realize the full tax benefit of the increased amortization resulting from the increase in tax basis of certain Blue Owl Operating Group assets, we expect to pay approximately $1.0 billion under the TRA (such amount excludes the adjustment to fair value for the portion classified as contingent consideration). Future cash savings and related payments under the TRA in respect of subsequent exchanges of Blue Owl Operating Group Units for Class A or B Shares would be in addition to these amounts.
Payments under the TRA are anticipated to increase the tax basis adjustment and, consequently, result in increasing annual amortization deductions in the taxable years of and after such increases to the original basis adjustments, and potentially will give rise to increasing tax savings with respect to such years and correspondingly increasing payments under the TRA.
The obligation to make payments under the TRA is an obligation of Blue Owl GP, and any other corporate taxpaying entities that in the future may hold GP Units (as defined in Note 1 to our Financial Statements) and not of the Blue Owl Operating Group. We may need to incur debt to finance payments under the TRA to the extent the Blue Owl Operating Group does not distribute cash to Registrant or Blue Owl GP in an amount sufficient to meet our obligations under the TRA.
The actual increase in tax basis of the Blue Owl Operating Group assets resulting from an exchange or from payments under the TRA, as well as the amortization thereof and the timing and amount of payments under the TRA, will vary based upon a number of factors, including the following:
•The amount and timing of our taxable income will impact the payments to be made under the TRA. To the extent that we do not have sufficient taxable income to utilize the amortization deductions available as a result of the increased tax basis in the Blue Owl Operating Partnerships’ assets, payments required under the TRA would be reduced.
•The price of our Class A Shares at the time of any exchange will determine the actual increase in tax basis of the Blue Owl Operating Partnerships’ assets resulting from such exchange; payments under the TRA resulting from future exchanges, if any, will be dependent in part upon such actual increase in tax basis.
•The composition of the Blue Owl Operating Group assets at the time of any exchange will determine the extent to which we may benefit from amortizing the increased tax basis in such assets and thus will impact the amount of future payments under the TRA resulting from any future exchanges.
•The extent to which future exchanges are taxable will impact the extent to which we will receive an increase in tax basis of the Blue Owl Operating Group assets as a result of such exchanges, and thus will impact the benefit derived by us and the resulting payments, if any, to be made under the TRA.
•The tax rates in effect at the time any potential tax savings are realized, which would affect the amount of any future payments under the TRA.
Depending upon the outcome of these and other factors, payments that we may be obligated to make under the TRA in respect of exchanges could be substantial. In light of the numerous factors affecting our obligation to make payments under the TRA, the timing and amounts of any such actual payments are not reasonably ascertainable.
80
Table of Contents
Share Repurchases and RSUs Withheld for Tax Withholding
On May 4, 2022, our Board authorized the repurchase of up to $150.0 million of Class A Shares (the “Program”). Under the Program, repurchases may be made from time to time in open market transactions, in privately negotiated transactions or otherwise. The timing and the actual numbers repurchased will depend on a variety of factors, including legal requirements, price and economic and market conditions. The Program may be changed, suspended or discontinued at any time and will terminate upon the earlier of (i) the purchase of all shares available under the Program or (ii) December 31, 2024. There were no repurchases made under the Program during the year ended December 31, 2023. During the year ended December 31, 2022, we repurchased 7,637,877 Class A Shares under the Programs for an aggregate amount of $78.6 million, excluding commission costs, which includes 2,000,000 shares repurchased under the 2021 Program for an aggregate amount of $24.2 million, excluding commission costs, using cash on hand. Future share repurchases may be funded using cash on hand, which would reduce amounts available for dividends and distributions, or by incurring additional debt.
Additionally, pursuant to the terms of our RSU agreements, upon the vesting of RSUs to employees, we may net settle awards to satisfy employee tax withholding obligations. In such instances, we cancel a number of RSUs equivalent in value to the amount of tax withholding payments that we make on behalf of employees out of available cash. During the year ended December 31, 2023, 1,222,135 RSUs with a fair value of $15.5 million were withheld to satisfy tax withholding obligations.
Oak Street Cash Earnout and Wellfleet Earnout
A portion of the Oak Street Cash Earnout and the Wellfleet Earnout (each as defined in Note 3 to our Financial Statements) is classified as a liability and represents the fair value of the obligation to make future cash payments that would need to be made if all the respective Oak Street Triggering Events and Wellfleet Triggering Events occur. In April 2023, we modified our purchase agreement with the Wellfleet sellers, such that Wellfleet Earnout Shares will be delivered in cash in lieu of Wellfleet Earnout Shares. As we approach each Triggering Event, we generally would expect the respective liabilities to increase due to the passage of time, which would result in mark-to-market losses being recognized in our consolidated and combined statement of operations. Further, the cash portion classified as compensation expense will be expensed and a corresponding accrued compensation liability will be recorded over the service period. To the extent we have insufficient cash on hand or that we opt to, we may rely on debt or equity financing to facilitate these transactions in the future. In January 2023, the Oak Street Triggering Event occurred with respect to the First Oak Street Earnout. In April 2023, the Wellfleet Triggering Event occurred with respect to the First Wellfleet Earnout. In January 2024, the Oak Street Triggering Event occurred with respect to the Second Oak Street Earnout. For details on the Oak Street Cash Earnout and Wellfleet Earnouts, see Note 3 to the Financial Statements.
Dividends and Distributions
Starting in 2023, we moved to a fixed quarterly dividend based on our expected annual Distributable Earnings for the current fiscal year, which will be reassessed on an annual basis. For the fourth quarter of 2023, we declared a dividend of $0.14 to holders of record as of the close of business on February 23, 2024, which will be paid on March 5, 2024. We set the target annual dividend for fiscal year 2024 at $0.72 per Class A Share (representing a fixed quarterly dividend of $0.18 per Class A Share), subject to the approval of the Board each quarter on or prior to each quarterly distribution date and in compliance with Delaware law, and such dividends are paid following the end of each quarter.
We intend to increase our fixed dividend each year, in line with our expected growth in Distributable Earnings. When setting our dividend, our Board considers Blue Owl’s share of Distributable Earnings, and makes adjustments as necessary or appropriate to provide for the conduct of our business, to make appropriate investments in our business and products, including funding of GP commitments and potential strategic transactions; to provide for future cash requirements such as tax-related payments, operating reserves, fixed asset purchases, purchases under the Company's share repurchase program and dividends to stockholders for any ensuing quarter; or to comply with applicable law and the Company's contractual obligations. All of the foregoing is subject to the qualification that the declaration and payment of any dividends are at the sole discretion of our Board, and our Board may change our dividend policy at any time, including, without limitation, to reduce or eliminate dividends entirely.
81
Table of Contents
The Blue Owl Operating Partnerships will make cash distributions (“Tax Distributions”) to the partners of such partnerships, including to Blue Owl GP, if we determine that the taxable income of the relevant partnership will give rise to taxable income for its partners. Generally, Tax Distributions will be computed based on our estimate of the taxable income of the relevant partnership allocable to a partner multiplied by an assumed tax rate equal to the highest effective marginal combined U.S. federal, New York State and New York City income tax rates prescribed for an individual or corporate resident in New York City (taking into account certain assumptions set forth in the relevant partnership agreements). Tax Distributions will be made only to the extent distributions from the Blue Owl Operating Partnerships for the relevant year were otherwise insufficient to cover the estimated assumed tax liabilities.
Holders of our Class A and B Shares may not always receive distributions or may receive lower distributions on a per share basis at a time when we, indirectly through Blue Owl GP, and holders of our Common Units are receiving distributions on their interests, as distributions to the Registrant and Blue Owl GP may be used to settle tax and TRA liabilities, if any, and other obligations.
Dividends are expected to be treated as qualified dividends under current law to the extent of the Company’s current and accumulated earnings and profits, with any excess dividends treated as a return of capital to the extent of a stockholder’s basis, and any remaining excess generally treated as gain realized on the sale or other disposition of stock.
Risks to our Liquidity
Our ability to obtain financing provides us with additional sources of liquidity. Any new financing arrangement that we may enter into may have covenants that impose additional limitations on us, including with respect to making distributions, entering into business transactions or other matters, and may result in increased interest expense. If we are unable to secure financing on terms that are favorable to us, our business may be adversely impacted. No assurance can be given that we will be able to issue new debt, enter into new credit facilities or issue equity or other securities in the future on attractive terms or at all.
Adverse market conditions, including from unexpectedly high and persistent inflation, an increasing interest rate environment, geopolitical events, and the current instability experienced by some financial institutions, may negatively impact our liquidity. Cash flows from management fees may be impacted by a slowdown or a decline in fundraising and deployment, as well as declines in the value of investments held in certain of our products. We hold the majority of our cash balances with a single highly rated financial institution and such balances are in excess of Federal Deposit Insurance Corporation insured limits. See “Item 1A. Risk Factors — Risks Related to Macroeconomic Factors.”
Cash Flows Analysis
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | 2023 | 2022 | $ Change | |||||||
| Net cash provided by (used in): | ||||||||||
| Operating activities | $ | 949,145 | $ | 728,447 | $ | 220,698 | ||||
| Investing activities | (118,031) | (485,218) | 367,187 | |||||||
| Financing activities | (795,033) | (217,717) | (577,316) | |||||||
| Net Change in Cash and Cash Equivalents | $ | 36,081 | $ | 25,512 | $ | 10,569 |
Operating Activities. Our net cash flows from operating activities are generally comprised of management fees, less cash used for operating expenses, including interest paid on our debt obligations. One of our largest operating cash outflows generally relates to bonus expense, which are generally paid out during the first quarter of the year following the expense.
Net cash flows from operating activities increased from the prior year period due to higher management fees, partially offset by higher operating expenses, in particular higher bonus payments made during the first quarter related to the prior year.
Included in the year ended December 31, 2023, were the cash outflows of the portion of the First Oak Street Earnout classified as contingent consideration that settled in January 2023. The amount paid up to the acquisition-date fair value was included in financing activities and the remainder (i.e., accretion since the acquisition date) was included in operating activities.
82
Table of Contents
Investing Activities. Cash flows from investing activities for 2023 were primarily related to purchases of investments including funding of the promissory note from a product that we manage, cash outflows related to office space-related leasehold improvements, as well as cash consideration paid in connection with the Par Four Acquisition. In addition, investment activities included inflows from repayments on our interest-bearing revolving promissory note receivable from a product we manage. Cash flows from investing activities for 2022 were primarily attributable to investments by us into our products, cash consideration paid in connection with the Wellfleet Acquisition and cash outflows related to office space-related leasehold improvements.
Financing Activities. Cash flows from financing activities for 2023 were primarily related to distributions on our Common Units (noncontrolling interests) and dividends on our Class A Shares. In addition, we had borrowings and repayment activity under our Revolving Credit Facility and the issuance of our 2028 Notes, the net proceeds of which borrowings were used to finance working capital needs and general capital purposes. Included in the year ended December 31, 2023, was a portion of the cash outflows related to the First Oak Street Earnout classified as contingent consideration that settled in January 2023, as discussed above.
Cash flows from financing activities for 2022 were primarily related to distributions on our Common Units (noncontrolling interests) and dividends on our Class A Shares. Our cash flows from financing activities also benefited from a net increase related to the proceeds from our 2032 Notes, which were used to finance working capital needs and general capital purposes, including acquisitions, partially offset by repayments under our Revolving Credit Facility.
Critical Accounting Estimates
We prepare our Financial Statements in accordance with U.S. GAAP. In applying many of these accounting principles, we make estimates that affect the reported amounts of assets, liabilities, revenues and expenses in the Financial Statements. We base our estimates on historical experience and other factors that we believe are reasonable under the circumstances. These estimates, however, are subjective and subject to change, and actual results may differ materially from our current estimates due to the inherent nature of these estimates, including geopolitical, macro-environmental and other uncertainty. For a summary of our significant accounting policies, see Note 2 to our Financial Statements.
Estimation of Fair Values
Investments Held by our Products
The fair value of the investments held by our products in our Credit and Real Estate platforms is the primary input to the calculation for the majority of our management fees. Management fees from our GP Strategic Capital and other Real Estate products are generally based on commitments or investment cost, so our management fees are generally not impacted by changes in the estimated fair values of investments held by these products. However, to the extent that management fees are calculated based on investment cost of the product’s investments, the amount of fees that we may charge will increase or decrease from the effect of changes in the cost basis of the product’s investments, including potential impairment losses. In the absence of observable market prices, we use valuation methodologies applied on a consistent basis and assumptions that we believe market participants would use to determine the fair value of the investments. For investments where little market activity exists, the determination of fair value is based on the best information available, we incorporate our own assumptions and involves a significant degree of judgment, and the consideration of a combination of internal and external factors.
Our products generally value their investments at fair value, as determined in good faith by each product’s respective board of directors or valuation committee, as applicable, based on, among other things, the input of third party valuation firms and taking into account the nature and realizable value of any collateral, an investee’s ability to make payments and its earnings, the markets in which the investee operates, comparison to publicly traded companies, discounted cash flows, current market interest rates and other relevant factors. Because such valuations are inherently uncertain, the valuations may fluctuate significantly over time due to changes in market conditions. These valuations would, in turn, have corresponding proportionate impacts on the amount of management fees that we may earn from certain products on which revenues are based on the fair value of investments.
83
Table of Contents
TRA Liability
We carry a portion of our TRA liability at fair value, as it is contingent consideration related to the Dyal Acquisition. The valuation of this portion of the TRA liability is mostly sensitive to our expectation of future cash savings that we may ultimately realize related to our tax goodwill and other intangible assets deductions. We then apply a discount rate that we believe is appropriate given the nature of and expected timing of payments of the liability. A decrease in the discount rate assumption would result in an increase in the fair value estimate of the liability, which would have a correspondingly negative impact on our GAAP results of operations. However, payments under the TRA are ultimately only made to the extent we realize the offsetting cash savings on our income taxes due to the tax goodwill and other intangibles deduction. See Note 9 to our Financial Statements for additional details.
Earnout Liability and Warrant Liability
The fair values of our earnout liability and warrant liability were determined using various significant unobservable inputs, including a discount rate and our best estimate of expected volatility and expected holding periods. Changes in the estimated fair values of these liabilities may have material impacts on our results of operations in any given period, as any increases in these liabilities have a corresponding negative impact on our GAAP results of operations. See Note 9 to our Financial Statements for additional details.
Equity-based Compensation
The grant-date fair values of our RSU and Incentive Unit (both defined in Note 1 to our Financial Statements) grants, as well as the Wellfleet Earnouts are generally determined using our Class A Share price on the grant date, adjusted for the lack of dividend participation during the vesting period, and the application of a discount for lack of marketability on RSUs and Incentive Units that are subject to post-vesting transfer restrictions. The higher these discounts, the lower the compensation expense taken over time for these grants.
For the Oak Street Earnout Units that were classified as equity-based compensation for GAAP, we determined the grant date fair value using Monte Carlo simulations that had various significant unobservable inputs. The assumptions used have a material impact on the valuation of these grants, and include our best estimate of expected volatility, expected holding periods and appropriate discounts for lack of marketability. The higher the expected volatility, the higher the compensation expense taken for these grants. The higher the expected holding periods and discount for lack of marketability, the lower the compensation expense taken for these grants. See Note 8 to our Financial Statements.
Deferred Tax Assets
Substantially all of our deferred tax assets relate to goodwill and other intangible assets deductible for tax purposes, as well as payments expected to be made under the TRA. In accordance with relevant tax rules, we expect to take substantially all of these goodwill and other intangible deductions over a 15-year period following the applicable transaction. To the extent we generate insufficient taxable income to take the full deduction in any given year, we will generate a net operating loss (“NOL”) that is available for us to use over an indefinite carryforward period in order to fully realize the deferred tax assets.
When evaluating the realizability of deferred tax assets, all evidence—both positive and negative—is considered. This evidence includes, but is not limited to, expectations regarding future earnings, future reversals of existing temporary tax differences and tax planning strategies. We did not take into account any tax planning strategies when arriving at this conclusion; however, the other assumptions underlying the taxable income estimates, are based on our near-term operating model. If we experience a significant decline in AUM for any extended time during the period for which these estimates relate and we do not otherwise experience offsetting growth rates in other periods, we may not generate taxable income sufficient to realize the deferred tax assets and may need to record a valuation allowance. However, given the indefinite carryforward period available for NOLs and the conservative estimates used to prepare the taxable income projections, the sensitivity of our estimates and assumptions are not likely to have a material impact on our conclusion that a valuation allowance is not needed.
84
Table of Contents
Goodwill and Other Intangible Assets
Our ongoing accounting for goodwill and other intangible assets requires us to make significant estimates and assumptions when evaluating these assets for impairment. We generally undertake a qualitative review of factors that may indicate whether an impairment exists. We take into account factors such as the adverse impacts to FPAUM and management fees and general economic conditions that require judgement in deciding whether a quantitative analysis should be undertaken. Our evaluation for indicators of impairment may not capture a potential impairment, which could result in an overstatement of the carrying values of goodwill and other intangible assets. We also estimate the useful lives of our finite-lived intangible assets for purposes of amortization. The useful lives are based on our judgment of the expected future economic benefits of the assets. Changes in estimated useful lives could result in significant changes to the amount of amortization expense recognized in future periods.
Variable Interest Entities
The determination of whether to consolidate a variable interest entity (“VIE”) under GAAP requires a significant amount of judgment concerning the degree of control over an entity by its holders of variable interests. To make these judgments, we conduct an analysis, on a case-by-case basis, of whether we are the primary beneficiary and are therefore required to consolidate an entity. We continually reconsider whether we should consolidate a VIE. Upon the occurrence of certain events, such as modifications to organizational documents and investment management agreements of our products, we will reconsider our conclusion regarding the status of an entity as a VIE. Our judgement when analyzing the status of an entity and whether we consolidate an entity could have a material impact on individual line items within our Financial Statements, as a change in our conclusion would have the effect of grossing up the assets, liabilities, revenues and expenses of the entity being evaluated. In light of the relevantly insignificant direct and indirect investments into our products, the likelihood of a reasonable change in our estimation and judgement would likely not result in a change in our conclusions to consolidate or not consolidate any VIEs to which we have exposure.
Impact of Changes in Accounting on Recent and Future Trends
We believe that none of the changes to GAAP that went into effect during the year ended December 31, 2023, or that have been issued but that we have not yet adopted, are expected to materially impact our future trends.
FY 2022 10-K MD&A
SEC filing source: 0001823945-23-000013.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to, those described in “Item 1A. Risk Factors” of this report, and should be read in conjunction with the Financial Statements.
Overview
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | 2022 | 2021 | ||||||||
| Net Loss Attributable to Blue Owl Capital Inc. (After May 19, 2021) / Owl Rock (Prior to May 19, 2021) | $ | (9,289) | $ | (376,171) | ||||||
| Fee-Related Earnings(1) | $ | 800,131 | $ | 451,684 | ||||||
| Distributable Earnings(1) | $ | 742,802 | $ | 427,322 |
(1) For the specific components and calculations of these Non-GAAP measures, as well as a reconciliation of these measures to the most comparable measure in accordance with GAAP, see “—Non-GAAP Analysis” and “—Non-GAAP Reconciliations.”
Our results for the year ended 2021 do not include the results of Oak Street or Wellfleet, and include partial results of Dyal Capital; therefore, prior period amounts are not comparable to current period. Please see “—GAAP Results of Operations Analysis” and “—Non-GAAP Analysis” for a detailed discussion of the underlying drivers of our results, including the accretive impacts of the Dyal Acquisition, Oak Street Acquisition and Wellfleet Acquisition (collectively “Acquisitions”).
Assets Under Management
| Blue OwlAUM: $138.2 billionFPAUM: $88.8 billion | ||||
|---|---|---|---|---|
| Direct Lending ProductsAUM: $68.6 billionFPAUM: $49.0 billion | GP Capital Solutions ProductsAUM: $48.5 billionFPAUM: $28.8 billion | Real Estate ProductsAUM: $21.1 billionFPAUM: $11.0 billion | ||
| Diversified LendingCommenced 2016AUM: $39.6 billionFPAUM: $25.4 billion | GP Minority EquityCommenced 2010AUM: $46.6 billionFPAUM: $27.8 billion | Net LeaseCommenced 2009AUM: $21.1 billionFPAUM: $11.0 billion | ||
| Technology LendingCommenced 2018AUM: $16.0 billionFPAUM: $12.1 billion | GP Debt FinancingCommenced 2019AUM: $1.6 billionFPAUM: $0.8 billion | |||
| First Lien LendingCommenced 2018AUM: $3.3 billionFPAUM: $2.7 billion | Professional Sports Minority InvestmentsCommenced 2021AUM: $0.3 billionFPAUM: $0.1 billion | |||
| Opportunistic LendingCommenced 2020AUM: $2.3 billionFPAUM: $1.5 billion | ||||
| CLOsCommenced 2022AUM: $7.4 billionFPAUM: $7.3 billion |
62
Table of Contents
We finished the year ended December 31, 2022 with $138.2 billion of AUM, which included $88.8 billion of FPAUM. For the year ended 2022, approximately 93% of our management fees were earned on AUM from Permanent Capital. As of December 31, 2022, we have approximately $10.8 billion in AUM not yet paying fees, providing approximately $141 million of annualized management fees once deployed or upon the expiration of certain fee holidays. See “—Assets Under Management” for additional information, including important information on how we define these metrics.
Business Environment
Our business is impacted by conditions in the financial markets and economic conditions in the U.S., and to a lesser extent, elsewhere in the world.
We believe that our management-fee centric business model and base of Permanent Capital contribute to the resiliency of our earnings and the strength of our business growth. In 2022, macroeconomic factors, including inflation, interest rates, global gross domestic product (“GDP”) growth, geopolitical instability and the impact of COVID-19 variants on economic growth, drove significant volatility in the public equity and fixed income markets. U.S. inflation rose steeply through the first half of 2022, and although it eased during the second half of 2022, it has remained at an elevated level. In an effort to combat inflation, the Federal Reserve began raising its target federal funds range during the first quarter of 2022 and continued raising throughout the year, weighing on U.S. GDP growth and corporate earnings.
Through an environment where capital availability was more scarce, our Direct Lending products took market share, providing financing solutions to sponsors and companies at wider spreads and lower loan to value ratios on average, though our Direct Lending origination volume was impacted by the market environment and declined year over year. Rising interest rates had a beneficial impact to our management fees, as higher base rates drove a meaningful increase in Part I Fees for the year.
Despite a more challenging industry fundraising backdrop, we held a final close for Dyal Fund V in 2022 at $12.9 billion, surpassing the initial $9 billion target. The deployment potential for investment remains attractive with significant capital needs across the private alternative asset management universe.
Across the real estate industry, rising interest rates pressured cap rates and restrained transaction volume, while the inflationary environment in conjunction with higher interest expense impacted net operating income for many real estate owners. Our Real Estate products, focused on triple net lease, benefited from the inflation-mitigating net lease structure and raised meaningful amounts of capital as we launched fundraising for a couple of new products in the second half of 2022.
We are continuing to closely monitor developments related to the macroeconomic factors that have contributed to market volatility, and to assess the impact of these factors on financial markets and on our business. Our future results may be adversely affected by slowdowns in fundraising activity and the pace of capital deployment, which could result in delayed or decreased management fees. It is currently not possible to predict the ultimate effects of these events on the financial markets, overall economy and our consolidated financial statements. See “Item 1A. Risk Factors—Risks Related to Macroeconomic Factors.”
Assets Under Management
We present information regarding our AUM, FPAUM and various other related metrics throughout this MD&A to provide context around our fee generating revenues results, as well as indicators of the potential for future earnings from existing and new products. Our calculations of AUM and FPAUM may differ from the calculation methodologies of other asset managers, and as a result these measures may not be comparable to similar measures presented by other asset managers. In addition, our calculation of AUM includes amounts that are fee exempt (i.e., not subject to fees).
As of December 31, 2022, assets under management related to us, our executives and other employees totaled approximately $3.1 billion (including $1.1 billion related to accrued carried interest). A portion of these assets under management are not charged fees.
63
Table of Contents
Composition of Assets Under Management
Our AUM consists of FPAUM, AUM not yet paying fees, fee-exempt AUM and net appreciation and leverage in products on which fees are based on commitments or investment cost. AUM not yet paying fees generally relates to unfunded capital commitments (to the extent such commitments are not already subject to fees), undeployed debt (to the extent we earn fees based on total asset values or investment cost, inclusive of assets purchased using debt) and AUM that is subject to a temporary fee holiday. Fee-exempt AUM represents certain investments by us, our employees, other related parties and third parties, as well as certain co-investment vehicles on which we never earn fees.
Management uses AUM not yet paying fees as an indicator of management fees that will be coming online as we deploy existing assets in products that charge fees based on deployed and not uncalled capital, as well as AUM that is currently subject to a fee holiday that will expire in the future. AUM not yet paying fees could provide approximately $141 million of additional annualized management fees once deployed or upon the expiration of the relevant fee holidays.
64
Table of Contents
Permanency and Duration of Assets Under Management
Our capital base is heavily weighted toward Permanent Capital. We view the permanency and duration of the products that we manage as a differentiator in our industry and as a means of measuring the stability of our future revenues stream. The chart below presents the composition of our management fees by remaining product duration. Changes in these relative percentages will occur over time as the mix of products we offer changes. For example, our Real Estate products have a higher concentration in what we refer to as “long-dated” funds, or funds in which the contractual remaining life is five years or more, which in isolation may cause our percentage of management fees from Permanent Capital to decline.
Changes in AUM
| Year Ended December 31, 2022 | Year Ended December 31, 2021 | |||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in millions) | Direct Lending | GP Capital Solutions | Real Estate | Total | Direct Lending | GP Capital Solutions | Real Estate | Total | ||||||||||||||||||||||
| Beginning Balance | $ | 39,227 | $ | 39,906 | $ | 15,362 | $ | 94,495 | $ | 27,101 | $ | 26,220 | $ | — | $ | 53,321 | ||||||||||||||
| Acquisition | 6,529 | — | — | 6,529 | — | — | 15,362 | 15,362 | ||||||||||||||||||||||
| New capital raised | 12,104 | 9,023 | 3,662 | 24,789 | 4,163 | 4,466 | — | 8,629 | ||||||||||||||||||||||
| Change in debt | 10,957 | — | 1,073 | 12,030 | 7,325 | — | — | 7,325 | ||||||||||||||||||||||
| Distributions | (1,651) | (1,803) | (1,210) | (4,664) | (848) | (579) | — | (1,427) | ||||||||||||||||||||||
| Change in value / other | 1,441 | 1,384 | 2,198 | 5,023 | 1,486 | 9,799 | — | 11,285 | ||||||||||||||||||||||
| Ending Balance | $ | 68,607 | $ | 48,510 | $ | 21,085 | $ | 138,202 | $ | 39,227 | $ | 39,906 | $ | 15,362 | $ | 94,495 |
Direct Lending. Increase in AUM for the year ended December 31, 2022 was driven by the following:
•$6.5 billion from the Wellfleet Acquisition.
•$6.8 billion new capital raised in diversified lending, primarily driven by private wealth fundraising in ORCIC and a separately managed account.
•$4.1 billion new capital raised in technology lending, driven by continued fundraising in ORTF II and ORTIC.
•$1.0 billion in new capital raised in CLOs.
•$11.0 billion of additional net debt commitments across all of Direct Lending, as we continue to opportunistically manage leverage in our BDCs.
•$1.7 billion in distributions, which primarily relate to dividends paid from our BDCs. Redemptions from these products were not material in 2022.
•$1.4 billion of overall appreciation across the platform.
GP Capital Solutions. Increase in AUM for the year ended December 31, 2022 was driven by new capital raised, primarily in Dyal Fund V and related co-investment vehicles, and overall appreciation across all of our major products, partially offset by distributions in co-investment vehicles and Dyal Fund III.
65
Table of Contents
Real Estate. Increase in AUM for the year ended December 31, 2022 was driven by new capital raised of $3.7 billion across various products, primarily Oak Street Real Estate Capital Fund VI, our recently launched triple net-lease drawdown fund, and Oak Street Net Lease Trust, our recently launched REIT, additional net debt commitments of $1.1 billion, primarily related to Oak Street Net Lease Trust, and $2.2 billion of overall appreciation across the platform, partially offset by distributions across various products.
Changes in FPAUM
| Year Ended December 31, 2022 | Year Ended December 31, 2021 | |||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in millions) | Direct Lending | GP Capital Solutions | Real Estate | Total | Direct Lending | GP Capital Solutions | Real Estate | Total | ||||||||||||||||||||||
| Beginning Balance | $ | 32,029 | $ | 21,212 | $ | 8,203 | $ | 61,444 | $ | 20,862 | $ | 17,608 | $ | — | $ | 38,470 | ||||||||||||||
| Acquisition | 6,501 | — | — | 6,501 | — | — | 8,203 | 8,203 | ||||||||||||||||||||||
| New capital raised / deployed (1) | 12,472 | 9,425 | 3,304 | 25,201 | 10,598 | 3,700 | — | 14,298 | ||||||||||||||||||||||
| Fee basis step down (1) | — | (1,779) | — | (1,779) | — | — | — | — | ||||||||||||||||||||||
| Distributions | (1,695) | (86) | (998) | (2,779) | (824) | (96) | — | (920) | ||||||||||||||||||||||
| Change in value / other | (266) | — | 488 | 222 | 1,393 | — | — | 1,393 | ||||||||||||||||||||||
| Ending Balance | $ | 49,041 | $ | 28,772 | $ | 10,997 | $ | 88,810 | $ | 32,029 | $ | 21,212 | $ | 8,203 | $ | 61,444 |
(1)Reflects a change in classification during the fourth quarter of 2022 from fee basis step down to new capital raised / deployed for the fee holiday expiration in GP Capital Solutions Dyal Fund V of $2.1 billion on January 1, 2022.
Direct Lending. Increase in FPAUM for the year ended December 31, 2022 was driven by a combination of continued fundraising and debt deployment, and the Wellfleet acquisition, partially offset by distributions, which primarily related to dividends paid from our BDCs, and a change in methodology included within change in value / other that reduced FPAUM by approximately $1.5 billion.
GP Capital Solutions. Increase in FPAUM for the year ended December 31, 2022 was driven by new capital raised, primarily in Dyal Fund V. Additionally, the expiration of a fee holiday in Dyal Fund V on January 1, 2022, drove an increase in FPAUM of $2.1 billion, which was partially offset by a decrease in FPAUM in Dyal Fund I of $0.8 billion, as such fund no longer pays management fees, and a step down of $0.9 billion from committed to invested capital in Dyal Fund III.
Real Estate. Increase in FPAUM for the year ended December 31, 2022 was driven primarily by capital raised of $1.7 billion in Oak Street Real Estate Capital Net Lease Property Fund and new capital raised of $1.1 billion in Oak Street Net Lease Trust.
66
Table of Contents
Product Performance
Product performance for certain of our products is included throughout this discussion with analysis to facilitate an understanding of our results of operations for the periods presented. The performance information of our products reflected is not indicative of Blue Owl’s performance. An investment in Blue Owl is not an investment in any of our products. Past performance is not indicative of future results. As with any investment, there is always the potential for gains as well as the possibility of losses. There can be no assurance that any of these products or our other existing and future products will achieve similar returns. MoIC and IRR data has not been presented for products that have launched within the last two years as such information is generally not meaningful (“NM”).
Direct Lending
| MoIC | IRR | ||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in millions) | Year of Inception | AUM | Capital Raised (1) | Invested Capital (2) | Realized Proceeds (3) | Unrealized Value (4) | Total Value | Gross (5) | Net (6) | Gross (7) | Net (8) | ||||||||||||||||||||||||||
| Diversified Lending | |||||||||||||||||||||||||||||||||||||
| ORCC | 2016 | $ | 14,878 | $ | 6,019 | $ | 6,019 | $ | 2,409 | $ | 5,884 | $ | 8,293 | 1.52 | x | 1.38 | x | 12.3 | % | 9.0 | % | ||||||||||||||||
| ORCC II (9) | 2017 | $ | 2,595 | $ | 1,345 | $ | 1,345 | $ | 340 | $ | 1,297 | $ | 1,637 | NM | 1.24 | x | NM | 6.9 | % | ||||||||||||||||||
| ORCC III | 2020 | $ | 4,018 | $ | 1,800 | $ | 1,800 | $ | 229 | $ | 1,814 | $ | 2,043 | 1.14 | x | 1.13 | x | 11.0 | % | 10.1 | % | ||||||||||||||||
| ORCIC (9) | 2020 | $ | 13,066 | $ | 5,532 | $ | 5,532 | $ | 332 | $ | 5,250 | $ | 5,582 | NM | 1.05 | x | NM | 5.9 | % | ||||||||||||||||||
| Technology Lending | |||||||||||||||||||||||||||||||||||||
| ORTF | 2018 | $ | 6,986 | $ | 3,234 | $ | 3,234 | $ | 441 | $ | 3,386 | $ | 3,827 | 1.25 | x | 1.18 | x | 11.7 | % | 8.3 | % | ||||||||||||||||
| ORTF II | 2021 | $ | 5,739 | $ | 3,495 | $ | 1,220 | $ | 17 | $ | 1,225 | $ | 1,242 | NM | NM | NM | NM | ||||||||||||||||||||
| First Lien Lending (10) | |||||||||||||||||||||||||||||||||||||
| Owl Rock First Lien Fund Levered | 2018 | $ | 2,817 | $ | 1,161 | $ | 863 | $ | 172 | $ | 867 | $ | 1,039 | 1.26x | 1.21x | 9.6 | % | 7.6 | % | ||||||||||||||||||
| Owl Rock First Lien Fund Unlevered | 2019 | $ | 154 | $ | 150 | $ | 150 | $ | 28 | $ | 143 | $ | 171 | 1.13x | 1.09x | 5.0 | % | 3.5 | % |
(1)Includes reinvested dividends and share repurchases, if applicable.
(2)Invested capital includes capital calls, reinvested dividends and periodic investor closes, as applicable.
(3)Realized proceeds represent the sum of all cash distributions to investors.
(4)Unrealized value represents the product’s NAV. There can be no assurance that unrealized values will be realized at the valuations indicated.
(5)Gross multiple of invested capital (“MoIC”) is calculated by adding total realized proceeds and unrealized values of a product’s investments and dividing by the total amount of invested capital. Gross MoIC is calculated before giving effect to management fees (including Part I Fees) and Part II Fees, as applicable.
(6)Net MoIC measures the aggregate value generated by a product’s investments in absolute terms. Net MoIC is calculated by adding total realized proceeds and unrealized values of a product’s investments and dividing by the total amount of invested capital. Net MoIC is calculated after giving effect to management fees (including Part I Fees) and Part II Fees, as applicable, and all other expenses.
(7)Gross IRR is an annualized since inception gross internal rate of return of cash flows to and from the product and the product’s residual value at the end of the measurement period. Gross IRRs are calculated before giving effect to management fees (including Part I Fees) and Part II Fees, as applicable.
(8)Net IRRs are calculated consistent with gross IRRs, but after giving effect to management fees (including Part I Fees) and Part II Fees, as applicable, and all other expenses. An individual investor’s IRR may differ from the reported IRR based on the timing of capital transactions.
(9)For the purposes of calculating Gross IRR, the expense support provided to the fund would be impacted when assuming a performance excluding management fees (including Part I Fees) and Part II Fees, and therefore is not meaningful for ORCC II and ORCIC.
(10)Owl Rock First Lien Fund is comprised of three feeder funds: Onshore Levered, Offshore Levered and Insurance Unlevered. The gross and net MoIC and IRR presented in the chart are for Onshore Levered and Insurance Unlevered as those are the largest of the levered and unlevered feeder funds. The gross and net MoIC for the Offshore Levered feeder fund is 1.25x and 1.17x, respectively. The gross and net IRR for the Offshore Levered feeder is 9.1% and 6.1%, respectively. All other values for Owl Rock First Lien Fund Levered are for Onshore Levered and Offshore Levered combined. AUM is presented as the aggregate of the three Owl Rock First Lien Fund feeders. Owl Rock First Lien Fund Unlevered Investor equity and note commitments are both treated as capital for all values.
67
Table of Contents
GP Capital Solutions
| MoIC | IRR | ||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in millions) | Year of Inception | AUM | Capital Raised | Invested Capital (2) | Realized Proceeds (3) | Unrealized Value (4) | Total Value | Gross (5) | Net (6) | Gross (7) | Net (8) | ||||||||||||||||||||||||||
| GP Minority Equity (1) | |||||||||||||||||||||||||||||||||||||
| Dyal Fund I | 2011 | $ | 818 | $ | 1,284 | $ | 1,248 | $ | 583 | $ | 677 | $ | 1,260 | 1.16 | x | 1.01 | x | 3.0 | % | 0.2 | % | ||||||||||||||||
| Dyal Fund II | 2014 | $ | 2,976 | $ | 2,153 | $ | 1,851 | $ | 637 | $ | 2,179 | $ | 2,816 | 1.79 | x | 1.52 | x | 14.9 | % | 10.0 | % | ||||||||||||||||
| Dyal Fund III | 2015 | $ | 8,603 | $ | 5,318 | $ | 3,258 | $ | 3,069 | $ | 4,411 | $ | 7,480 | 2.80 | x | 2.30 | x | 31.2 | % | 23.6 | % | ||||||||||||||||
| Dyal Fund IV | 2018 | $ | 13,875 | $ | 9,041 | $ | 5,596 | $ | 3,012 | $ | 6,430 | $ | 9,442 | 2.01 | x | 1.69 | x | 83.4 | % | 50.8 | % | ||||||||||||||||
| Dyal Fund V | 2020 | $ | 13,471 | $ | 12,852 | $ | 1,789 | $ | — | $ | 2,283 | $ | 2,283 | 1.49 | x | 1.28 | x | 69.4 | % | 37.1 | % |
(1)Valuation-related amounts and performance metrics are presented on a quarter lag and are exclusive of investments made by us and the related carried interest vehicles of the respective products.
(2)Invested capital includes capital calls.
(3)Realized proceeds represent the sum of all cash distributions to investors.
(4)Unrealized value represents the product's NAV. There can be no assurance that unrealized values will be realized at the valuations indicated.
(5)Gross MoIC is calculated by adding total realized proceeds and unrealized values of a product’s investments and dividing by the total amount of invested capital. Gross MoIC is calculated before giving effect to management fees and carried interest, as applicable.
(6)Net MoIC measures the aggregate value generated by a product's investments in absolute terms. Net MoIC is calculated by adding total realized proceeds and unrealized values of a product's investments and dividing by the total amount of invested capital. Net MoIC is calculated after giving effect to management fees and carried interest, as applicable, and all other expenses.
(7)Gross IRR is an annualized since inception gross internal rate of return of cash flows to and from the product and the product’s residual value at the end of the measurement period. Gross IRRs are calculated before giving effect to management fees and carried interest, as applicable.
(8)Net IRR is an annualized since inception net internal rate of return of cash flows to and from the product and the product's residual value at the end of the measurement period. Net IRRs reflect returns to all investors. Net IRRs are calculated after giving effect to management fees and carried interest, as applicable, and all other expenses. An individual investor's IRR may differ from the reported IRR based on the timing of capital transactions.
Real Estate
| MoIC | IRR | ||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in millions) | Year of Inception | AUM | Capital Raised | Invested Capital (2) | Realized Proceeds (3) | Unrealized Value (4) | Total Value | Gross (5) | Net (6) | Gross (7) | Net (8) | ||||||||||||||||||||||||
| Net Lease | |||||||||||||||||||||||||||||||||||
| Oak Street Real Estate Capital Fund IV (1) | 2017 | $ | 1,194 | $ | 1,250 | $ | 1,250 | $ | 1,384 | $ | 573 | $ | 1,957 | 1.72x | 1.55x | 27.1 | % | 21.8 | % | ||||||||||||||||
| Oak Street Real Estate Capital Net Lease Property Fund | 2019 | $ | 6,345 | $ | 3,472 | $ | 3,472 | $ | 540 | $ | 3,719 | $ | 4,259 | 1.24x | 1.22x | 17.7 | % | 16.4 | % | ||||||||||||||||
| Oak Street Real Estate Capital Fund V (1) | 2020 | $ | 3,579 | $ | 2,500 | $ | 1,377 | $ | 363 | $ | 1,488 | $ | 1,851 | 1.43x | 1.34x | 38.4 | % | 30.9 | % | ||||||||||||||||
| Oak Street Net Lease Trust (1) | 2022 | $ | 3,259 | $ | 1,123 | $ | 361 | $ | 2 | $ | 359 | $ | 361 | NM | NM | NM | NM | ||||||||||||||||||
| Oak Street Real Estate Capital Fund VI (1) | 2022 | $ | 1,850 | $ | 1,850 | $ | — | $ | — | $ | — | $ | — | NM | NM | NM | NM |
(1)Valuation-related amounts and performance metrics, as well as invested capital and realized proceeds, are presented on a quarter lag where applicable.
(2)Invested capital includes investments by the general partner, capital calls, dividends reinvested and periodic investors closes, as applicable.
(3)Realized proceeds represent the sum of all cash distributions to all investors.
(4)Unrealized value represents the fund’s NAV. There can be no assurance that unrealized values will be realized at the valuations indicated.
(5)Gross MoIC is calculated by adding total realized proceeds and unrealized values of a product’s investments and dividing by the total amount of invested capital. Gross MoIC is calculated before giving effect to management fees and carried interest, as applicable.
(6)Net MoIC measures the aggregate value generated by a product's investments in absolute terms. Net MoIC is calculated by adding total realized proceeds and unrealized values of a product's investments and dividing by the total amount of invested capital. Net MoIC is calculated after giving effect to management fees and carried interest, as applicable, and all other expenses.
(7)Gross IRR is an annualized since inception gross internal rate of return of cash flows to and from the product and the product’s residual value at the end of the measurement period. Gross IRRs are calculated before giving effect to management fees and carried interest, as applicable.
(8)Net IRR is an annualized since inception net internal rate of return of cash flows to and from the product and the product's residual value at the end of the measurement period. Net IRRs reflect returns to all investors. Net IRRs are calculated after giving effect to management fees and carried interest, as applicable, and all other expenses. An individual investor's IRR may differ from the reported IRR based on the timing of capital transactions.
68
Table of Contents
GAAP Results of Operations Analysis
As a result of the Acquisitions, prior period amounts are not comparable to current period amounts or expected future trends. Dyal Capital’s, Oak Street’s and Wellfleet’s results of operations are included from the business combination dates, May 19, 2021, December 29, 2021, and April 1, 2022, respectively.
For a discussion of our results for the year ended December 31, 2021, compared to the year ended December 31, 2020, please refer to “Blue Owl Management's Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K, filed February 28, 2022.
Year Ended December 31, 2022, Compared to the Year Ended December 31, 2021
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | 2022 | 2021 | $ Change | |||||||
| Revenues | ||||||||||
| Management fees, net (includes Part I Fees of $233,993 and 150,370) | $ | 1,211,606 | $ | 667,935 | $ | 543,671 | ||||
| Administrative, transaction and other fees | 145,895 | 150,037 | (4,142) | |||||||
| Realized performance income | 12,221 | 5,906 | 6,315 | |||||||
| Total Revenues, Net | 1,369,722 | 823,878 | 545,844 | |||||||
| Expenses | ||||||||||
| Compensation and benefits | 894,686 | 1,496,988 | (602,302) | |||||||
| Amortization of intangible assets | 256,909 | 113,889 | 143,020 | |||||||
| General, administrative and other expenses | 220,610 | 140,268 | 80,342 | |||||||
| Total Expenses | 1,372,205 | 1,751,145 | (378,940) | |||||||
| Other Income (Loss) | ||||||||||
| Net losses on investments | (132) | (3,526) | 3,394 | |||||||
| Net losses on retirement of debt | — | (17,636) | 17,636 | |||||||
| Interest expense | (55,711) | (27,275) | (28,436) | |||||||
| Change in TRA liability | (11,435) | (13,848) | 2,413 | |||||||
| Change in warrant liability | 34,634 | (43,670) | 78,304 | |||||||
| Change in earnout liability | (14,488) | (834,255) | 819,767 | |||||||
| Total Other Income (Loss) | (47,132) | (940,210) | 893,078 | |||||||
| Loss Before Income Taxes | (49,615) | (1,867,477) | 1,817,862 | |||||||
| Income tax benefit | (9,380) | (65,211) | 55,831 | |||||||
| Consolidated and Combined Net Loss | (40,235) | (1,802,266) | 1,762,031 | |||||||
| Net loss attributable to noncontrolling interests | 30,946 | 1,426,095 | (1,395,149) | |||||||
| Net Loss Attributable to Blue Owl Capital Inc. | $ | (9,289) | $ | (376,171) | $ | 366,882 |
Revenues, Net
Management Fees. The increase in management fees was primarily driven by the drivers below. See Note 6 to our Financial Statements for additional details on our GAAP management fees by product and strategy.
•Direct Lending increased $206.3 million due to both the accretive impact of the Wellfleet Acquisition, as well as continued fundraising and deployment of capital within new and existing Direct Lending products.
•GP Capital Solutions increased $257.1 million, primarily driven by the accretive impact of the Dyal Acquisition that closed in May 2021, as well as continued fundraising in Dyal Fund V, partially offset by a $27.5 million increase in Strategic Revenue-Share Purchase consideration amortization.
•Real Estate increased $80.2 million due to the accretive impact of the Oak Street Acquisition that closed at the end of 2021, as well as continued fundraising and deployment of capital within new and existing Real Estate products.
69
Table of Contents
Administrative, Transaction and Other Fees. The decrease in administrative, transaction and other fees was driven primarily by the following: (i) a $42.2 million decrease in fee income earned for services provided to portfolio companies, reflecting a lower volume of transactions on which we earn such fees; (ii) partially offset by a $21.8 million increase in dealer manager revenues due to growth in the distribution of our retail BDCs; and (iii) an increase of $16.3 million in administrative fees, driven by a higher level of reimbursable expenses due to growth in our products and business overall.
Expenses
Compensation and Benefits. Compensation and benefits expenses decreased primarily due to the following:
•$784.0 million decrease in equity-based compensation, which was driven by the following: (i) a $935.7 million decrease related to acquisitions, primarily due to a $1.2 billion charge related to Blue Owl Operating Group Units issued in connection with the Business Combination, with the remaining offsetting increase related to the Oak Street and Wellfleet Earnouts, which are classified as compensation; (ii) an offsetting $93.1 million increase related to recurring annual equity-based grants to employees, as such amounts were granted for the first time during the fourth quarter of 2021; and (iii) an offsetting $58.6 million increase related to one-time equity-based grants to employees in connection with the Business Combination, as such equity-based grants were made during the fourth quarter of 2021.
•$66.1 million increase due to the amortization of cash earnouts, primarily related to the Oak Street Acquisition.
•Remaining offsetting increase was driven by the higher compensation for existing and new employees, inclusive of the increase in headcount related to the Dyal Acquisition, Oak Street Acquisition and Wellfleet Acquisition.
Amortization of Intangible Assets. Amortization of intangible assets increased due to the addition of intangible assets in connection with the Business Combination, the Oak Street Acquisition and the Wellfleet Acquisition. See Note 3 to our Financial Statements for additional information.
General, Administrative and Other Expenses. General, administrative and other expenses increased, primarily driven by the following: (i) an increase in distribution costs of $67.7 million due to increased fundraising; (ii) a $26.1 million increase in reimbursed expenses due to growth in our products and business overall; (iii) a $13.9 million increase in occupancy costs driven by the increase in headcount and our continued growth; (iv) a $12.8 million increase in professional fees driven by our continued growth and (v) an $11.2 million increase in expense support to certain Direct Lending products. These increases were partially offset by a $47.1 million decrease in Transaction Expenses, primarily due to Business Combination and Oak Street Acquisition related expenses that were incurred in the prior year period.
Other Loss
Interest Expense. The increase in interest expense was driven by higher average debt outstanding.
Change in TRA Liability. The change in the TRA liability for the current year period and prior year period was not material.
Change in Warrant Liability. In August 2022, the Public Warrants were redeemed, see Note 1 for additional information. The change in the warrant liability for the current year period was driven by the decrease in the price of our Class A Shares, as well as a markdown to the contractual redemption values for the Public Warrants that were redeemed in August 2022. The change in the warrant liability in the prior year period was driven by the increase in the price of our Class A Shares.
Change in Earnout Liability. The increase in the earnout liability for the current year was primarily driven by the passage of time for the Oak Street Earnouts. The change in the fair value of the earnout liability in the prior year was primarily due to the increase in our Class A Share price, as such input was a material driver of the valuation of the Earnout Securities (as defined in Note 1 to the Financial Statements) carried at fair value which were settled as of December 2021.
Income Tax Benefit
Prior to the Business Combination, our income was generally subject to New York City unincorporated business tax, as the operating entities are partnerships for U.S. federal income tax purposes. As a result of the Business Combination, the portion of income allocable to the Registrant is now also generally subject to corporate tax rates at the U.S. federal and state and local levels. For the period, the income tax benefit decreased due to lower pre-tax loss as a result of the drivers discussed above. Please see Note 10 to our Financial Statements for a discussion of the significant tax differences that impacted our effective tax rate.
70
Table of Contents
Net Loss Attributable to Noncontrolling Interest
Net loss attributable to noncontrolling interests in the current year primarily represents the allocation to Common Units of their pro rata share of the Blue Owl Operating Group’s post-Business Combination net loss due to the drivers discussed above. The Common Units represented an approximately 70% weighted average economic interest in the Blue Owl Operating Group during the year ended December 31, 2022. Prior to the Business Combination, amounts attributable to noncontrolling interests were not significant, and related primarily to third-party interests held in certain of our consolidated investment adviser holding companies.
Non-GAAP Analysis
In addition to presenting our results in accordance with GAAP, we present certain other financial measures that are not presented in accordance with GAAP. Management uses these measures in budgeting and to assess the operating results of our business, and we believe that this information enhances the ability of stockholders to analyze our performance from period to period. These non-GAAP financial measures supplement and should be considered in addition to and not in lieu of our GAAP results, and such measures should not be considered as indicative of our liquidity. Our non-GAAP measures may not be comparable to other similarly titled measures used by other companies. Please see “—Non-GAAP Reconciliations” for reconciliations of these measures to the most comparable measures prepared in accordance with GAAP.
Fee-Related Earnings and Related Components
Fee-Related Earnings is a supplemental non-GAAP measure of our core operating performance used to make operating decisions and assess our core operating results, focusing on whether our core revenue streams, primarily consisting of management fees, are sufficient to cover our core operating expenses. Management also reviews the components that comprise Fee-Related Earnings (i.e., FRE revenues and FRE expenses) on the same basis used to calculate Fee-Related Earnings, and such components are also non-GAAP measures and have been identified with the prefix “FRE” in the tables and discussion below.
Fee-Related Earnings exclude various items that are required for the presentation of our results under GAAP, including the following: noncontrolling interests in the Blue Owl Operating Partnerships; equity-based compensation expense; compensation expenses related to capital contributions in certain subsidiary holding companies that are in-turn paid as compensation to certain employees, as such contributions are not included in Fee-Related Earnings or Distributable Earnings; amortization of acquisition-related earnouts; amortization of intangible assets; “Transaction Expenses” as defined below; expense support payments and subsequent reimbursements; net gains (losses) on investments, net losses on retirement of debt; interest; changes in TRA, warrant and earnout liabilities; and taxes. Transaction Expenses are expenses incurred in connection with the Business Combination and other acquisitions and strategic transactions, including subsequent adjustments related to such transactions, that were not eligible to be netted against consideration or recognized as acquired assets and assumed liabilities in the relevant transactions. FRE revenues and FRE expenses also exclude realized performance income and related compensation expense, as well as revenues and expenses related to amounts reimbursed by our products, including administrative fees and dealer manager reallowed commissions, that have no impact to our bottom line operating results, and therefore FRE revenues and FRE expenses do not represent our total revenues or total expenses in any given period.
Distributable Earnings
Distributable Earnings is a supplemental non-GAAP measure of operating performance that equals Fee-Related Earnings plus or minus, as relevant, realized performance income and related compensation, interest expense, as well as amounts payable for taxes and payments made pursuant to the TRA. Amounts payable for taxes presents the current income taxes payable, excluding the impact of tax contingency-related accrued expenses or benefits, as such amounts are included when paid or received, related to the respective period’s earnings, assuming that all Distributable Earnings were allocated to the Registrant, which would occur following the exchange of all Blue Owl Operating Group Units for Class A Shares. Current income taxes payable and payments made pursuant to the TRA reflect the benefit of tax deductions that are excluded when calculating Distributable Earnings (e.g., equity-based compensation expenses, Transaction Expenses, tax goodwill, etc.). If these tax deductions were to be excluded from amounts payable for taxes, Distributable Earnings would be lower and our effective tax rate would appear to be higher, even though a lower amount of income taxes would have been paid or payable for a period’s earnings. We make these adjustments when calculating Distributable Earnings to more accurately reflect the net realized earnings that are expected to be or become available for distribution or reinvestment into our business. Management believes that Distributable Earnings can be useful as a supplemental performance measure to our GAAP results assessing the amount of earnings available for distribution.
71
Table of Contents
Fee-Related Earnings and Distributable Earnings Summary
| Year Ended December 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | 2022 | 2021 | $ Change | |||||||||||
| FRE revenues | $ | 1,321,740 | $ | 785,901 | $ | 535,839 | ||||||||
| FRE expenses | 529,318 | 330,256 | 199,062 | |||||||||||
| Net loss (income) allocated to noncontrolling interests included in Fee-Related Earnings | 7,709 | (3,961) | 11,670 | |||||||||||
| Fee-Related Earnings | $ | 800,131 | $ | 451,684 | $ | 348,447 | ||||||||
| Distributable Earnings | $ | 742,802 | $ | 427,322 | $ | 315,480 |
Fee-Related Earnings and Distributable Earnings increased as a result of the accretive impact of the Dyal Acquisition, Oak Street Acquisition and Wellfleet Acquisition, as well as higher FRE revenues in Direct Lending, GP Capital Solutions and Real Estate, partially offset by higher FRE expenses, as further discussed below.
FRE Revenues
| Year Ended December 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | 2022 | 2021 | $ Change | |||||||||||
| Direct Lending Products | ||||||||||||||
| Diversified lending | $ | 480,874 | $ | 348,363 | $ | 132,511 | ||||||||
| Technology lending | 114,876 | 66,089 | 48,787 | |||||||||||
| First lien lending | 16,029 | 15,185 | 844 | |||||||||||
| Opportunistic lending | 8,756 | 3,993 | 4,763 | |||||||||||
| CLOs | 19,440 | — | 19,440 | |||||||||||
| Management Fees, Net | 639,975 | 433,630 | 206,345 | |||||||||||
| Administrative, transaction and other fees | 67,400 | 106,973 | (39,573) | |||||||||||
| FRE Revenues - Direct Lending Products | 707,375 | 540,603 | 166,772 | |||||||||||
| GP Capital Solutions Products | ||||||||||||||
| GP minority equity investments | 513,613 | 233,505 | 280,108 | |||||||||||
| GP debt financing | 13,611 | 10,215 | 3,396 | |||||||||||
| Professional sports minority investments | 1,611 | 477 | 1,134 | |||||||||||
| Management Fees, Net | 528,835 | 244,197 | 284,638 | |||||||||||
| Administrative, transaction and other fees | 5,097 | 1,101 | 3,996 | |||||||||||
| FRE Revenues - GP Capital Solutions Products | 533,932 | 245,298 | 288,634 | |||||||||||
| Real Estate Products | ||||||||||||||
| Net lease | 80,179 | — | 80,179 | |||||||||||
| Management Fees, Net | 80,179 | — | 80,179 | |||||||||||
| Administrative, transaction and other fees | 254 | — | 254 | |||||||||||
| FRE Revenues - Real Estate Products | 80,433 | — | 80,433 | |||||||||||
| Total FRE Revenues | $ | 1,321,740 | $ | 785,901 | $ | 535,839 |
FRE Management Fees. The increase in FRE management fees was primarily driven by the drivers below:
•Direct Lending increased due to both the accretive impact of the Wellfleet Acquisition, as well as continued fundraising and deployment of capital within new and existing Direct Lending products.
•GP Capital Solutions increased, primarily driven by the accretive impact of the Dyal Acquisition that closed in May 2021, as well as continued fundraising in Dyal Fund V.
•Real Estate increased due to the accretive impact of the Oak Street Acquisition, as well as continued fundraising and deployment of capital within new and existing Real Estate products.
72
Table of Contents
FRE Administrative, Transaction and Other Fees. The decrease in FRE administrative, transaction and other fees was driven primarily by a decrease in fee income earned for services provided to portfolio companies, reflecting a lower volume of transactions on which we earn such fees.
FRE Expenses
| Year Ended December 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | 2022 | 2021 | $ Change | |||||||||||
| FRE compensation and benefits | $ | 361,041 | $ | 255,626 | $ | 105,415 | ||||||||
| FRE general, administrative and other expenses | 168,277 | 74,630 | 93,647 | |||||||||||
| Total FRE Expenses | $ | 529,318 | $ | 330,256 | $ | 199,062 |
FRE Compensation and Benefits. FRE compensation and benefits expenses increased, driven by higher compensation for existing and new employees, inclusive of the increase in headcount related to the Dyal Acquisition, Oak Street Acquisition and Wellfleet Acquisition.
FRE General, Administrative and Other Expenses. FRE general, administrative and other expenses increased, primarily driven by: (i) an increase in distribution costs of $44.8 million due to increased fundraising; (ii) a $13.9 million increase in occupancy costs driven by the increase in headcount and our continued growth; (iii) a $12.8 million increase in professional fees driven by our continued growth; and (iv) the remaining net increase was across various categories, driven by our continued growth.
73
Table of Contents
Non-GAAP Reconciliations
The table below presents the reconciliation of the non-GAAP measures presented throughout this MD&A. Please see “—Non-GAAP Analysis” for important information regarding these measures.
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | 2022 | 2021 | ||||||||
| GAAP Net Loss Attributable to Class A Shares | $ | (9,289) | $ | (376,171) | ||||||
| Net loss attributable to noncontrolling interests | (30,946) | (1,426,095) | ||||||||
| Income tax benefit | (9,380) | (65,211) | ||||||||
| GAAP Loss Before Income Taxes | (49,615) | (1,867,477) | ||||||||
| Net loss (income) allocated to noncontrolling interests included in Fee-Related Earnings | 7,709 | (3,961) | ||||||||
| Strategic Revenue-Share Purchase consideration amortization | 37,383 | 9,892 | ||||||||
| Realized performance income | (12,221) | (5,906) | ||||||||
| Realized performance compensation | 4,282 | 2,067 | ||||||||
| Equity-based compensation - other | 99,520 | 6,891 | ||||||||
| Equity-based compensation - acquisition related | 248,455 | 1,184,170 | ||||||||
| Equity-based compensation - Business Combination grants | 72,857 | 14,275 | ||||||||
| Acquisition-related cash earnout amortization | 66,110 | — | ||||||||
| Capital-related compensation | 4,327 | 1,416 | ||||||||
| Amortization of intangible assets | 256,909 | 113,889 | ||||||||
| Transaction Expenses | 9,089 | 56,218 | ||||||||
| Expense support | 8,194 | — | ||||||||
| Net losses on investments | 132 | 3,526 | ||||||||
| Net losses on retirement of debt | — | 17,636 | ||||||||
| Change in TRA liability | 11,435 | 13,848 | ||||||||
| Change in warrant liability | (34,634) | 43,670 | ||||||||
| Change in earnout liability | 14,488 | 834,255 | ||||||||
| Interest expense | 55,711 | 27,275 | ||||||||
| Fee-Related Earnings | 800,131 | 451,684 | ||||||||
| Realized performance income | 12,221 | 5,906 | ||||||||
| Realized performance compensation | (4,282) | (2,067) | ||||||||
| Interest expense | (55,711) | (27,275) | ||||||||
| Taxes and TRA payments | (9,557) | (926) | ||||||||
| Distributable Earnings | 742,802 | 427,322 | ||||||||
| Interest expense | 55,711 | 27,275 | ||||||||
| Taxes and TRA payments | 9,557 | 926 | ||||||||
| Fixed assets depreciation and amortization | 2,304 | 665 | ||||||||
| Adjusted EBITDA | $ | 810,374 | $ | 456,188 |
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | 2022 | 2021 | ||||||||
| GAAP Revenues | $ | 1,369,722 | $ | 823,878 | ||||||
| Strategic Revenue-Share Purchase consideration amortization | 37,383 | 9,892 | ||||||||
| Realized performance income | (12,221) | (5,906) | ||||||||
| Reimbursed expenses | (73,144) | (41,963) | ||||||||
| FRE Revenues | $ | 1,321,740 | $ | 785,901 |
74
Table of Contents
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | 2022 | 2021 | ||||||||
| GAAP Compensation and Benefits | $ | 894,686 | $ | 1,496,988 | ||||||
| Realized performance compensation | (4,282) | (2,067) | ||||||||
| Equity-based compensation - other | (98,798) | (5,674) | ||||||||
| Equity-based compensation - acquisition related | (248,455) | (1,184,170) | ||||||||
| Equity-based compensation - Business Combination grants | (72,857) | (14,275) | ||||||||
| Capital-related compensation | (4,327) | (1,416) | ||||||||
| Acquisition-related cash earnout amortization | (66,110) | — | ||||||||
| Reimbursed expenses | (38,816) | (33,760) | ||||||||
| FRE Compensation and Benefits | $ | 361,041 | $ | 255,626 |
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | 2022 | 2021 | ||||||||
| GAAP General, Administrative and Other Expenses | $ | 220,610 | $ | 140,268 | ||||||
| Transaction Expenses | (9,089) | (56,218) | ||||||||
| Equity-based compensation - other | (722) | (1,217) | ||||||||
| Expense support | (8,194) | — | ||||||||
| Reimbursed expenses | (34,328) | (8,203) | ||||||||
| FRE General, Administrative and Other Expenses | $ | 168,277 | $ | 74,630 |
Liquidity and Capital Resources
Overview
We rely on management fees as the primary source of our operating liquidity. From time to time we may rely on the use of our Revolving Credit Facility between management fee collection dates, which generally occur on a quarterly basis. We may also rely on our Revolving Credit Facility for liquidity needed to fund acquisitions, which we may replace with longer-term financing, subject to market conditions.
We ended 2022 with $68.1 million of cash and cash equivalents and approximately $900 million available under our Revolving Credit Facility. Based on management’s experience and our current level of liquidity and assets under management, we believe that our current liquidity position and cash generated from management fees will continue to be sufficient to meet our anticipated working capital needs for at least the next 12 months.
Over the short and long term, we may use cash and cash equivalents, issue additional debt or equity securities, or may seek other sources of liquidity to:
•Grow our existing investment management business.
•Expand, or acquire, into businesses that are complementary to our existing investment management business or other strategic growth initiatives.
•Pay operating expenses, including cash compensation to our employees.
•Repay debt obligations and interest thereon.
•Opportunistically repurchase Class A Shares on the open market, as well as pay withholding taxes on net settled, vested RSUs.
•Pay income taxes and amounts due under the TRA.
•Pay dividends to holders of our Class A Shares, as well as make corresponding distributions to holders of Common Units at the Blue Owl Operating Group level.
•Fund debt and equity investment commitments to existing or future products.
75
Table of Contents
Debt Obligations
As of December 31, 2022, our long-term debt obligations consisted of $700.0 million aggregate principal amount of 3.125% Senior Notes due 2031 (the “2031 Notes”), $400.0 million aggregate principal amount of 4.375% Senior Notes due 2032 (the “2032 Notes”) and $350.0 million aggregate principal amount of 4.125% Senior Notes due 2051 (the “2051 Notes”and collectively with the 2031 Notes and the 2032 Notes, the “Notes”). We also had $210.0 million outstanding under our Revolving Credit Facility as of December 31, 2022. We expect to use cash on hand to pay interest and principal due on our financing arrangements over time, which would reduce amounts available for dividends and distributions to our stockholders. We may choose to refinance all or a portion of any amounts outstanding on or prior to their respective maturity dates by issuing new debt, which could result in higher borrowing costs. We may also choose to repay borrowing by using proceeds from the issuance of equity or other securities, which would dilute stockholders. See Note 4 to our Financial Statements for additional information regarding our debt obligations.
Management regularly reviews Adjusted EBITDA to assess our ability to service our debt obligations, and as such believes that such measure is meaningful to our investors. Adjusted EBITDA is equal to Distributable Earnings plus interest expense, taxes payable and TRA payments, and fixed assets depreciation and amortization. Adjusted EBITDA is a non-GAAP financial measure that supplements and should be considered in addition to and not in lieu of our GAAP results, and such measure should not be considered as indicative of our liquidity. Adjusted EBITDA may not be comparable to other similarly titled measured used by other companies. Adjusted EBITDA was $810.4 million for the year ended December 31, 2022. Please see “—Non-GAAP Reconciliations” for reconciliations of Adjusted EBITDA to the most comparable measures prepared in accordance with GAAP.
Tax Receivable Agreement
As discussed in Note 11 to our Financial Statements in this report, we may in the future be required to make payments under the TRA. As of December 31, 2022, assuming no material changes in the relevant tax law and that we generate sufficient taxable income to realize the full tax benefit of the increased amortization resulting from the increase in tax basis of certain Blue Owl Operating Group assets, we expect to pay approximately $936.2 million under the TRA (such amount excludes the adjustment to fair value for the portion classified as contingent consideration). Future cash savings and related payments under the TRA in respect of subsequent exchanges of Blue Owl Operating Group Units for Class A or B Shares would be in addition to these amounts.
Payments under the TRA are anticipated to increase the tax basis adjustment and, consequently, result in increasing annual amortization deductions in the taxable years of and after such increases to the original basis adjustments, and potentially will give rise to increasing tax savings with respect to such years and correspondingly increasing payments under the TRA.
The obligation to make payments under the TRA is an obligation of Blue Owl GP, and any other corporate taxpaying entities that in the future may hold GP Units, and not of the Blue Owl Operating Group. We may need to incur debt to finance payments under the TRA to the extent the Blue Owl Operating Group does not distribute cash to Registrant or Blue Owl GP in an amount sufficient to meet our obligations under the TRA.
The actual increase in tax basis of the Blue Owl Operating Group assets resulting from an exchange or from payments under the TRA, as well as the amortization thereof and the timing and amount of payments under the TRA, will vary based upon a number of factors, including the following:
•The amount and timing of our taxable income will impact the payments to be made under the TRA. To the extent that we do not have sufficient taxable income to utilize the amortization deductions available as a result of the increased tax basis in the Blue Owl Operating Partnerships’ assets, payments required under the TRA would be reduced.
•The price of our Class A Shares at the time of any exchange will determine the actual increase in tax basis of the Blue Owl Operating Partnerships’ assets resulting from such exchange; payments under the TRA resulting from future exchanges, if any, will be dependent in part upon such actual increase in tax basis.
•The composition of the Blue Owl Operating Group assets at the time of any exchange will determine the extent to which we may benefit from amortizing the increased tax basis in such assets and thus will impact the amount of future payments under the TRA resulting from any future exchanges.
•The extent to which future exchanges are taxable will impact the extent to which we will receive an increase in tax basis of the Blue Owl Operating Group assets as a result of such exchanges, and thus will impact the benefit derived by us and the resulting payments, if any, to be made under the TRA.
76
Table of Contents
•The tax rates in effect at the time any potential tax savings are realized, which would affect the amount of any future payments under the TRA.
Depending upon the outcome of these and other factors, payments that we may be obligated to make under the TRA in respect of exchanges could be substantial. In light of the numerous factors affecting our obligation to make payments under the TRA, the timing and amounts of any such actual payments are not reasonably ascertainable.
Share Repurchases and RSUs Withheld for Tax Withholding
On May 4, 2022, our Board authorized the repurchase of up to $150.0 million of Class A Shares (the “Program”). Under the Program, repurchases may be made from time to time in open market transactions, in privately negotiated transactions or otherwise. The timing and the actual numbers repurchased will depend on a variety of factors, including legal requirements, price and economic and market conditions. The Program may be changed, suspended or discontinued at any time and will terminate upon the earlier of (i) the purchase of all shares available under the Program or (ii) December 31, 2024. The Program replaced the previously authorized program (the “2021 Program,” collectively the “Programs”). During the year ended December 31, 2022, we repurchased 7,637,877 Class A Shares under the Programs for an aggregate amount of $78.6 million, excluding commission costs, which includes 2,000,000 shares repurchased under the 2021 Program for an aggregate amount of $24.2 million, excluding commission costs, using cash on hand. Future share repurchases may be funded using cash on hand, which would reduce amounts available for dividends and distributions, or by incurring additional debt.
Additionally, pursuant to the terms of our RSU agreements, upon the vesting of RSUs to employees, we may net settle awards to satisfy employee tax withholding obligations. In such instances, we cancel a number of RSUs equivalent in value to the amount of tax withholding payments that we make on behalf of employees out of available cash. During the year ended December 31, 2022, 194,355 RSUs with a fair value of $2.4 million were withheld to satisfy tax withholding obligations.
Warrants
We classify the warrants issued in connection with the Business Combination as liabilities in our consolidated and combined statements of financial condition, as in the event of a change in control, warrant holders have the ability to demand cash settlement from us. In August 2022 (the “Redemption Date”), we redeemed all outstanding Public Warrants. See Note 1 to our Financial Statements for additional information. The Private Placement Warrants are not redeemable at our option and continue to remain outstanding following the Redemption Date.
Oak Street Cash Earnout and Wellfleet Earnout
A portion of the Oak Street Cash Earnout and the Wellfleet Earnout (each as defined in Note 3 to our Financial Statements) is classified as a liability and represents the fair value of the obligation to make future cash payments that would need to be made if all the respective Oak Street Triggering Events and Wellfleet Triggering Events occur. As we approach each Triggering Event, we generally would expect the respective liabilities to increase due to the passage of time, which would result in mark-to-market losses being recognized in our consolidated statement of operations. Further, the cash portion classified as compensation expense will be expensed and a corresponding accrued compensation liability will be recorded over the service period. To the extent we have insufficient cash on hand or that we opt to, we may rely on debt or equity financing to facilitate these transactions in the future. For details on the Oak Street Cash Earnout and Wellfleet Earnout, see Note 3 to the Financial Statements.
Dividends and Distributions
For the fourth quarter of 2022, we declared a dividend of $0.13 to holders of record as of the close of business on February 24, 2023, which will be paid on March 6, 2023. Starting in 2023, we intend to move to a fixed quarterly dividend based on the Company’s expected annual Distributable Earnings for the current fiscal year, and will be reassessed on an annual basis. We expect to set the target annual dividend for fiscal year 2023 at $0.56 per Class A Share (representing a fixed quarterly dividend of $0.14 per Class A Share), subject to the approval of the Board each quarter on or prior to each quarterly distribution date and in compliance with Delaware law, and such dividends are paid following the end of each quarter.
77
Table of Contents
We intend to increase our fixed dividend each year, in line with our expected growth in Distributable Earnings. When setting our dividend, our Board considers Blue Owl’s share of Distributable Earnings, and makes adjustments as necessary or appropriate to provide for the conduct of our business, to make appropriate investments in our business and products, including funding of GP commitments and potential strategic transactions; to provide for future cash requirements such as tax-related payments, operating reserves, fixed asset purchases under the Company's share repurchase program and dividends to stockholders for any ensuing quarter; or to comply with applicable law and the Company's contractual obligations. All of the foregoing is subject to the qualification that the declaration and payment of any dividends are at the sole discretion of our Board, and our Board may change our dividend policy at any time, including, without limitation, to reduce or eliminate dividends entirely.
The Blue Owl Operating Partnerships will make cash distributions (“Tax Distributions”) to the partners of such partnerships, including to Blue Owl GP, if we determine that the taxable income of the relevant partnership will give rise to taxable income for its partners. Generally, Tax Distributions will be computed based on our estimate of the taxable income of the relevant partnership allocable to a partner multiplied by an assumed tax rate equal to the highest effective marginal combined U.S. federal, New York State and New York City income tax rates prescribed for an individual or corporate resident in New York City (taking into account certain assumptions set forth in the relevant partnership agreements). Tax Distributions will be made only to the extent distributions from the Blue Owl Operating Partnerships for the relevant year were otherwise insufficient to cover the estimated assumed tax liabilities.
Holders of our Class A and B Shares may not always receive distributions or may receive lower distributions on a per share basis at a time when we, indirectly through Blue Owl GP, and holders of our Common Units are receiving distributions on their interests, as distributions to the Registrant and Blue Owl GP may be used to settle tax and TRA liabilities, if any, and other obligations.
Dividends are expected to be treated as qualified dividends under current law to the extent of the Company’s current and accumulated earnings and profits, with any excess dividends treated as a return of capital to the extent of a stockholder’s basis, and any remaining excess generally treated as gain realized on the sale or other disposition of stock.
Risks to our Liquidity
Our ability to obtain financing provides us with additional sources of liquidity. Any new financing arrangement that we may enter into may have covenants that impose additional limitations on us, including with respect to making distributions, entering into business transactions or other matters, and may result in increased interest expense. If we are unable to secure financing on terms that are favorable to us, our business may be adversely impacted. No assurance can be given that we will be able to issue new debt, enter into new credit facilities or issue equity or other securities in the future on attractive terms or at all.
Adverse market conditions, including from unexpectedly high and persistent inflation, an increasing interest rate environment, geopolitical events, and ongoing impact from COVID-19 globally, may negatively impact our liquidity. Cash flows from management fees may be impacted by a slowdown or a decline in fundraising and deployment, as well as declines in the value of investments held in certain of our products.
LIBOR Transition
On March 5, 2021, the U.K. Financial Conduct Authority announced that it would phase out LIBOR as a benchmark immediately after December 31, 2021, for sterling, euro, Japanese yen, Swiss franc and 1-week and 2-month U.S. Dollar settings and immediately after June 30, 2023, the remaining U.S. Dollar settings. Our Notes are fixed rate borrowings, and therefore the LIBOR phase out will not have an impact on this borrowing. The Revolving Credit Facility is subject to SOFR rates at our option, or alternative rates that are not tied to LIBOR. Certain of our products hold investments and have borrowings that are tied to LIBOR, and we continue to focus on managing any risk related to those exposures. Our senior management has oversight of these transition efforts. See “Item 1A. Risk Factors—Risks Related to Our Legal and Regulatory Environment—Changes to the method of determining LIBOR or the selection of a replacement for LIBOR may affect the value of investments held by our products.”
78
Table of Contents
Cash Flows Analysis
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | 2022 | 2021 | $ Change | |||||||
| Net cash provided by (used in): | ||||||||||
| Operating activities | $ | 728,447 | $ | 281,658 | $ | 446,789 | ||||
| Investing activities | (485,218) | (1,598,872) | 1,113,654 | |||||||
| Financing activities | (217,717) | 1,348,151 | (1,565,868) | |||||||
| Net Change in Cash and Cash Equivalents | $ | 25,512 | $ | 30,937 | $ | (5,425) |
Operating Activities. Our net cash flows from operating activities are generally comprised of management fees, less cash used for operating expenses, including interest paid on our debt obligations. One of our largest operating cash outflows generally relates to bonus expense, which are generally paid out during the first quarter of the year following the expense.
Net cash flows from operating activities increased from the prior year period due to the inclusion of the GP Capital Solutions and Real Estate related cash flows, as well as higher management fees from our Direct Lending products. These increases were partially offset by higher 2021 discretionary bonuses, which were paid in the first quarter of 2022, as compared to discretionary bonuses in 2020, which were paid in the first quarter of 2021.
Investing Activities. Cash flows from investing activities for 2022 were primarily attributable to investments by us into our products, cash consideration paid in connection with the Wellfleet Acquisition and cash outflows related to office space-related leasehold improvements. In 2021, cash flows from investing activities were primarily related to the cash consideration paid in connection with the Dyal Acquisition and Oak Street Acquisition. In 2021, we also invested excess liquidity from our Notes offerings and retained earnings in various fixed income investments and subsequently sold such investments for general corporate purposes.
Financing Activities. Cash flows from financing activities for 2022 were primarily driven by dividends on our Class A Shares and related distributions on our Common Units (i.e., noncontrolling interests). Our cash flows from financing activities also benefited from a net increase related to the proceeds from our 2032 Notes, which were used to finance working capital needs and general capital purposes, including acquisitions, partially offset by repayments under our Revolving Credit Facility.
Cash flows related to financing activities for 2021 were primarily driven by cash proceeds from the Business Combination, as well as related cash consideration paid to certain pre-Business Combination Owl Rock owners. Additionally, distributions of pre-Business Combination-related earnings were also made during 2021, with a final distribution of $52.0 million related to pre-Business Combination-related earnings made during the third quarter of 2021. Cash flows related to financing activities in 2021 also included the proceeds from our 2031 Notes, which proceeds were used in part to repay our previously outstanding Term Loan and proceeds from our 2051 Notes, which proceeds were used to finance working capital needs and general capital purposes, including acquisitions. We also made various short-term borrowings and repayments under our revolving credit facilities.
Critical Accounting Estimates
We prepare our Financial Statements in accordance with U.S. GAAP. In applying many of these accounting principles, we make estimates that affect the reported amounts of assets, liabilities, revenues and expenses in the Financial Statements. We base our estimates on historical experience and other factors that we believe are reasonable under the circumstances. These estimates, however, are subjective and subject to change, and actual results may differ materially from our current estimates due to the inherent nature of these estimates, including geopolitical, macro-environmental and other uncertainty. For a summary of our significant accounting policies, see Note 2 to our Financial Statements.
79
Table of Contents
Estimation of Fair Values
Investments Held by our Products
The fair value of the investments held by our Direct Lending products and certain Real Estate products is the primary input to the calculation for the majority of our management fees. Management fees from our GP Capital Solutions and other Real Estate products are generally based on commitments or investment cost, so our management fees are generally not impacted by changes in the estimated fair values of investments held by these products. However, to the extent that management fees are calculated based on investment cost of the product’s investments, the amount of fees that we may charge will increase or decrease from the effect of changes in the cost basis of the product’s investments, including potential impairment losses. In the absence of observable market prices, we use valuation methodologies applied on a consistent basis and assumptions that we believe market participants would use to determine the fair value of the investments. For investments where little market activity exists, the determination of fair value is based on the best information available, we incorporate our own assumptions and involves a significant degree of judgment, and the consideration of a combination of internal and external factors.
Our products generally value their investments at fair value, as determined in good faith by each product’s respective board of directors or valuation committee, as applicable, based on, among other things, the input of third party valuation firms and taking into account the nature and realizable value of any collateral, an investee’s ability to make payments and its earnings, the markets in which the investee operates, comparison to publicly traded companies, discounted cash flows, current market interest rates and other relevant factors. Because such valuations are inherently uncertain, the valuations may fluctuate significantly over time due to changes in market conditions. These valuations would, in turn, have corresponding proportionate impacts on the amount of management fees that we may earn from certain products on which revenues are based on the fair value of investments.
TRA Liability
We carry a portion of our TRA liability at fair value, as it is contingent consideration related to the Dyal Acquisition. The valuation of this portion of the TRA liability is mostly sensitive to our expectation of future cash savings that we may ultimately realize related to our tax goodwill and other intangible assets deductions. We then apply a discount rate that we believe is appropriate given the nature of and expected timing of payments of the liability. A decrease in the discount rate assumption would result in an increase in the fair value estimate of the liability, which would have a correspondingly negative impact on our GAAP results of operations. However, payments under the TRA are ultimately only made to the extent we realize the offsetting cash savings on our income taxes due to the tax goodwill and other intangibles deduction. See Note 9 to our Financial Statements for additional details.
Earnout Liability and Private Placement Warrants Liability
The fair values of our Earnout Securities liability and Private Placement Warrants liability were determined using various significant unobservable inputs, including a discount rate and our best estimate of expected volatility and expected holding periods. Changes in the estimated fair values of these liabilities may have material impacts on our results of operations in any given period, as any increases in these liabilities have a corresponding negative impact on our GAAP results of operations. See Note 9 to our Financial Statements for additional details.
Equity-based Compensation
The grant-date fair values of our RSU and Incentive Unit grants, as well as the Wellfleet Earnouts are generally determined using our Class A Share price on the grant date, adjusted for the lack of dividend participation during the vesting period, and the application of a discount for lack of marketability on RSUs and Incentive Units that are subject to post-vesting transfer restrictions. The higher these discounts, the lower the compensation expense taken over time for these grants.
For the Oak Street Earnout Units that were classified as equity-based compensation for GAAP, we determines the grant date fair value using Monte Carlo simulations that had various significant unobservable inputs. The assumptions used have a material impact on the valuation of these grants, and include our best estimate of expected volatility, expected holding periods and appropriate discounts for lack of marketability. The higher the expected volatility, the higher the compensation expense taken for these grants. The higher the expected holding periods and discount for lack of marketability, the lower the compensation expense taken for these grants. See Note 8 to our Financial Statements for additional details.
80
Table of Contents
Deferred Tax Assets
Substantially all of our deferred tax assets relate to goodwill and other intangible assets deductible for tax purposes, as well as payments expected to be made under the TRA. In accordance with relevant tax rules, we expect to take substantially all of these goodwill and other intangible deductions over a 15-year period following the applicable transaction. To the extent we generate insufficient taxable income to take the full deduction in any given year, we will generate a net operating loss (“NOL”) that is available for us to use over an indefinite carryforward period in order to fully realize the deferred tax assets.
When evaluating the realizability of deferred tax assets, all evidence—both positive and negative—is considered. This evidence includes, but is not limited to, expectations regarding future earnings, future reversals of existing temporary tax differences and tax planning strategies. We did not take into account any tax planning strategies when arriving at this conclusion; however, the other assumptions underlying the taxable income estimates, are based on our near-term operating model. If we experience a significant decline in AUM for any extended time during the period for which these estimates relate and we do not otherwise experience offsetting growth rates in other periods, we may not generate taxable income sufficient to realize the deferred tax assets and may need to record a valuation allowance. However, given the indefinite carryforward period available for NOLs and the conservative estimates used to prepare the taxable income projections, the sensitivity of our estimates and assumptions are not likely to have a material impact on our conclusion that a valuation allowance is not needed.
Impairment of Goodwill and Other Intangible Assets
Our ongoing accounting for goodwill and other intangible assets requires us to make significant estimates and assumptions when evaluating these assets for impairment. We generally undertake a qualitative review of factors that may indicate whether an impairment exists. We take into account factors such as the growth in FPAUM and management fees, general economic conditions, and various other factors that require judgement in deciding whether a quantitative analysis should be undertaken. Our evaluation for indicators of impairment may not capture a potential impairment, which could result in an overstatement of the carrying values of goodwill and other intangible assets.
Variable Interest Entities
The determination of whether to consolidate a variable interest entity (“VIE”) under GAAP requires a significant amount of judgment concerning the degree of control over an entity by its holders of variable interests. To make these judgments, we conduct an analysis, on a case-by-case basis, of whether we are the primary beneficiary and are therefore required to consolidate an entity. We continually reconsider whether we should consolidate a VIE. Upon the occurrence of certain events, such as modifications to organizational documents and investment management agreements of our products, we will reconsider our conclusion regarding the status of an entity as a VIE. Our judgement when analyzing the status of an entity and whether we consolidate an entity could have a material impact on individual line items within our Financial Statements, as a change in our conclusion would have the effect of grossing up the assets, liabilities, revenues and expenses of the entity being evaluated. In light of the relevantly insignificant direct and indirect investments into our products, the likelihood of a reasonable change in our estimation and judgement would likely not result in a change in our conclusions to consolidate or not consolidate any VIEs to which we have exposure.
Impact of Changes in Accounting on Recent and Future Trends
We believe that none of the changes to GAAP that went into effect during the year ended December 31, 2022, or that have been issued but that we have not yet adopted, are expected to materially impact our future trends.
FY 2021 10-K MD&A
SEC filing source: 0001823945-22-000022.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
This MD&A contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to, those described in “Part I—Item 1A. Risk Factors” of this report, and should be read in conjunction with the consolidated and combined financial statements notes included elsewhere in this report.
Overview
2021 was a pivotal year for Blue Owl. We completed our transition to a publicly traded company, a successful combination of Owl Rock and Dyal Capital, record level of AUM and FPAUM, over $1.0 billion raised in the debt markets and closed out the year with the closing of the Oak Street Acquisition.
2021 GAAP and Non-GAAP Results
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | 2021 | 2020 | ||||||||
| Net Loss Attributable to Blue Owl Capital Inc. (After May 19, 2021) / Owl Rock (Prior to May 19, 2021) | $ | (376,171) | $ | (77,831) | ||||||
| Fee-Related Earnings(1) | $ | 451,684 | $ | 36,408 | ||||||
| Distributable Earnings(1) | $ | 427,322 | $ | 12,219 |
(1) For the specific components and calculations of these Non-GAAP measures, as well as a reconciliation of these measures to the most comparable measure in accordance with GAAP, see “—Non-GAAP Analysis” and “—Non-GAAP Reconciliations.”
Net Loss Attributable to Blue Owl Capital Inc. (“Net Loss”) during the year ended December 31, 2021 was impacted by significant non-cash equity-based compensation expenses recognized in connection with the Business Combination. Our results for periods prior to the Business Combination Date do not include the results of Dyal Capital; therefore, prior period amounts are not comparable to current period. Additionally, since the Oak Street Acquisition closed on December 29, 2021, their results were not material to our 2021 results. We expect Oak Street, which will be part of our single reportable segment, to be accretive to our results in 2022. Please see “—GAAP Results of Operations Analysis” and “—Non-GAAP Analysis” for a detailed discussion of the underlying drivers of our results, including the accretive impacts of the Dyal Acquisition.
Assets Under Management
| Blue OwlAUM: $94.5 billionFPAUM: $61.4 billion | ||||
|---|---|---|---|---|
| Direct Lending ProductsAUM: $39.2 billionFPAUM: $32.0 billion | GP Capital Solutions ProductsAUM: $39.9 billionFPAUM: $21.2 billion | Real Estate ProductsAUM: $15.4 billionFPAUM: $8.2 billion | ||
| Diversified LendingCommenced 2016AUM: $25.8 billionFPAUM: $21.6 billion | GP Minority EquityCommenced 2010AUM: $38.7 billionFPAUM: $20.4 billion | Net LeaseCommenced 2009AUM: $15.4 billionFPAUM: $8.2 billion | ||
| Technology LendingCommenced 2018AUM: $7.9 billionFPAUM: $6.9 billion | GP Debt FinancingCommenced 2019AUM: $1.0 billionFPAUM: $0.7 billion | |||
| First Lien LendingCommenced 2018AUM: $3.5 billionFPAUM: $2.3 billion | Professional Sports Minority InvestmentsCommenced 2021AUM: $0.2 billionFPAUM: $0.2 billion | |||
| Opportunistic LendingCommenced 2020AUM: $2.0 billionFPAUM: $1.2 billion |
59
Table of Contents
We finished the year with $94.5 billion of AUM, which included $61.4 billion of FPAUM. During the fourth quarter of 2021, approximately 98% of our management fees were earned on AUM that we refer to as permanent capital. As of December 31, 2021, we have approximately $11.0 billion in AUM not yet paying fees, providing approximately $140.0 million of annualized management fees once deployed or upon the expiration of certain fee holidays. See “—Assets Under Management” for additional information, including important information on how we define these metrics.
Oak Street Acquisition
On December 29, 2021, we closed the Oak Street Acquisition, expanding our product offering into real estate. Please see Note 3 to our Financial Statements for additional information.
Business Environment
Our business is impacted by conditions in the financial markets and economic conditions in the U.S., and to a lesser extent, elsewhere in the world.
In the alternative asset management industry, 2021 was a year of robust levels of fundraising and investment activity across the industry. Allocations to alternative strategies have continued to rise across institutional and retail investors, driven by a need for yield and demand for differentiated, uncorrelated returns. Alternative asset managers were able to deploy their dry powder across a wide spectrum of investment opportunities, driving record M&A activity for the year. We have benefited from these ongoing secular tailwinds, providing the capital that managers require to finance acquisitions in their funds through our Direct Lending products, and the capital that managers need to expand and diversify their platforms through our GP Capital Solutions products.
Higher than expected inflation has impacted expectations for the pace of rate hikes, driving market volatility and adjusting investors’ views on earnings growth for many public companies. We anticipate a net positive effect on our business from a rising rate environment. We expect our Direct Lending products to benefit from rising rates, as investor demand would increase for senior secured floating rate assets, and over time, the effect of rising rates would be positive for the net interest income of our Direct Lending products’ loan portfolios. For GP Capital Solutions, market volatility should drive demand for products managed by large, diversified managers, benefiting the types of firms our GP Capital Solutions products have typically taken stakes in. With respect to our Real Estate products, we believe there will continue to be strong demand for real estate strategies with long-term, contractual income that are positively correlated to inflation and backed by investment grade tenants.
We believe that our disciplined investment philosophy across our distinct but complementary products contributes to the stability of our performance throughout market cycles. Our products have a stable base of permanent or long-term capital enabling us to invest in assets with a long-term focus over different points in a market cycle.
Assets Under Management
We present information regarding our AUM, FPAUM and various other related metrics throughout this MD&A to provide context around our fee generating revenues results, as well as indicators of the potential for future earnings from existing and new products. Our calculations of AUM and FPAUM may differ from the calculation methodologies of other asset managers, and as a result these measures may not be comparable to similar measures presented by other asset managers. In addition, our calculation of AUM includes amounts that are fee exempt (i.e., not subject to fees).
As of December 31, 2021, our assets under management include approximately $1.9 billion related to executives and other employees and approximately $1.0 billion related to other related parties. A portion of these assets under management relate to accrued carried interests, as well as investments that are not charged fees.
Composition of Assets Under Management
Our AUM consists of FPAUM, AUM not yet paying fees, fee-exempt AUM and net appreciation and leverage in products on which fees are based on commitments or investment cost. AUM not yet paying fees generally relates to unfunded capital commitments (to the extent such commitments are not already subject to fees), undeployed debt (to the extent we earn fees based on total asset values or investment cost, inclusive of assets purchased using debt) and AUM that is subject to a temporary fee holiday. Fee-exempt AUM represents certain investments by us, our employees, other related parties and third parties, as well as certain co-investment vehicles on which we do not earn fees.
60
Table of Contents
Management uses AUM not yet paying fees as an indicator of management fees that will be coming online as we deploy existing assets in products that charge fees based on deployed and not uncalled capital, as well as AUM that is currently subject to a fee holiday that will expire at a predetermined time in the future. AUM not yet paying fees could provide approximately $140.0 million of additional annualized management fees once deployed or upon the expiration of the relevant fee holidays. Approximately $2.2 billion of AUM not yet paying fees moved to FPAUM on January 1, 2022, driven primarily by the expiration of certain fee holidays in Dyal Fund V.
Permanency and Duration of Assets Under Management
Our capital base is heavily weighted toward permanent capital. We use the term “permanent capital” to refer to AUM in our products that do not have ordinary redemption provisions or a requirement to exit investments and return the proceeds to investors after a prescribed period of time. Some of these products, however, may be required, or elect, to return all or a portion of capital gains and investment income. Permanent capital includes certain products that are subject to management fee step downs and/or roll-offs over time. Substantially all of our remaining AUM is in what we refer to as “long-dated funds.” These are funds in which the contractual remaining life is five years or more.
61
Table of Contents
We view the permanency and duration of the products that we manage as a differentiator in our industry and as a means of measuring the stability of our future revenues stream. The chart below presents the composition of our management fees by remaining product duration. Changes in these relative percentages will occur over time as the mix of products we offer investors change. For example, our Real Estate products have a higher concentration in long-dated funds, which in isolation may cause our percentage of management fees from permanent capital to decline.
Changes in AUM
| Year Ended December 31, 2021 | Year Ended December 31, 2020 | |||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in millions) | Direct Lending | GP Capital Solutions | Real Estate | Total | Direct Lending | GP Capital Solutions | Real Estate | Total | ||||||||||||||||||||||
| Beginning Balance | $ | 27,101 | $ | 26,220 | $ | — | $ | 53,321 | $ | 18,636 | $ | 23,001 | $ | — | $ | 41,637 | ||||||||||||||
| Acquisition | — | — | 15,362 | 15,362 | — | 2,130 | — | 2,130 | ||||||||||||||||||||||
| New capital raised | 4,163 | 4,466 | — | 8,629 | 4,160 | — | — | 4,160 | ||||||||||||||||||||||
| Change in debt | 7,325 | — | — | 7,325 | 4,458 | — | — | 4,458 | ||||||||||||||||||||||
| Distributions | (848) | (579) | — | (1,427) | (779) | (1,104) | — | (1,883) | ||||||||||||||||||||||
| Change in value | 1,486 | 9,799 | — | 11,285 | 626 | 2,193 | — | 2,819 | ||||||||||||||||||||||
| Ending Balance | $ | 39,227 | $ | 39,906 | $ | 15,362 | $ | 94,495 | $ | 27,101 | $ | 26,220 | $ | — | $ | 53,321 |
Direct Lending. Increase in AUM was driven by a combination of continued fundraising and debt deployment across the platform.
•$2.5 billion new capital raised in Diversified Lending, primarily driven by retail fundraising in ORCIC.
•$0.9 billion new capital raised in Technology Lending, driven by the initial launch of ORTF II, our second technology-focused BDC.
•$0.6 billion new capital raised in Opportunistic Lending, driven by additional commitments to our Owl Rock Opportunistic private fund.
•$7.3 billion of debt deployment across all of Direct Lending, as we continue to opportunistically deploy leverage in our BDCs.
GP Capital Solutions. Increase in AUM was driven by new capital raised, primarily in Dyal Fund V, and overall appreciation across all of our major products.
Real Estate. Our Real Estate products represent the products added in connection with the Oak Street Acquisition that closed at the end of 2021.
62
Table of Contents
Changes in FPAUM
| Year Ended December 31, 2021 | Year Ended December 31, 2020 | |||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in millions) | Direct Lending | GP Capital Solutions | Real Estate | Total | Direct Lending | GP Capital Solutions | Real Estate | Total | ||||||||||||||||||||||
| Beginning Balance | $ | 20,862 | $ | 17,608 | $ | — | $ | 38,470 | $ | 15,278 | $ | 17,546 | $ | — | $ | 32,824 | ||||||||||||||
| Acquisition | — | — | 8,203 | 8,203 | — | — | — | — | ||||||||||||||||||||||
| New capital raised / deployed | 10,598 | 3,700 | — | 14,298 | 5,766 | 353 | — | 6,119 | ||||||||||||||||||||||
| Distributions | (824) | (96) | — | (920) | (764) | (291) | — | (1,055) | ||||||||||||||||||||||
| Change in value | 1,393 | — | — | 1,393 | 582 | — | — | 582 | ||||||||||||||||||||||
| Ending Balance | $ | 32,029 | $ | 21,212 | $ | 8,203 | $ | 61,444 | $ | 20,862 | $ | 17,608 | $ | — | $ | 38,470 |
Direct Lending. Increase in FPAUM was driven by a combination of continued fundraising and debt deployment as discussed in the AUM section above.
GP Capital Solutions. Increase in FPAUM was driven by new capital raised, primarily in Dyal Fund V. On January 1, 2022, $2.2 billion of AUM not yet paying fees moved to FPAUM due to the expiration of certain fee holidays in Dyal Fund V.
Real Estate. Our Real Estate products represent the products added in connection with the Oak Street Acquisition that closed at the end of 2021.
Product Performance
Product performance for certain of our products is included throughout this discussion with analysis to facilitate an understanding of our results of operations for the periods presented. The performance information of our products reflected is not indicative of our performance. An investment in Blue Owl is not an investment in any of our products. Past performance is not indicative of future results. As with any investment, there is always the potential for gains as well as the possibility of losses. There can be no assurance that any of these products or our other existing and future products will achieve similar returns. MoIC and IRR data has not been presented for products that have launched within the last two years as such information is generally not meaningful (“NM”).
Direct Lending
| MoIC | IRR | ||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in millions) | Year of Inception | AUM | Capital Raised (1) | Invested Capital (2) | Realized Proceeds (3) | Unrealized Value (4) | Total Value | Gross (5) | Net (6) | Gross (7) | Net (8) | ||||||||||||||||||||||||
| Diversified Lending | |||||||||||||||||||||||||||||||||||
| ORCC | 2016 | $ | 14,515 | $ | 6,006 | $ | 6,006 | $ | 1,901 | $ | 5,938 | $ | 7,839 | 1.39x | 1.30x | 12.1 | % | 9.3 | % | ||||||||||||||||
| ORCC II (9) | 2017 | $ | 2,633 | $ | 1,387 | $ | 1,360 | $ | 246 | $ | 1,360 | $ | 1,606 | NM | 1.18x | NM | 7.3 | % | |||||||||||||||||
| ORCC III | 2020 | $ | 3,497 | $ | 1,702 | $ | 1,653 | $ | 64 | $ | 1,668 | $ | 1,732 | NM | NM | NM | NM | ||||||||||||||||||
| ORCIC | 2020 | $ | 3,996 | $ | 1,584 | $ | 1,577 | $ | 31 | $ | 1,581 | $ | 1,612 | NM | NM | NM | NM | ||||||||||||||||||
| Technology Lending | |||||||||||||||||||||||||||||||||||
| ORTF | 2018 | $ | 7,084 | $ | 3,187 | $ | 3,187 | $ | 230 | $ | 3,531 | $ | 3,761 | 1.23x | 1.18x | 18.6 | % | 14.1 | % | ||||||||||||||||
| First Lien Lending (10) | |||||||||||||||||||||||||||||||||||
| Owl Rock First Lien Fund Levered | 2018 | $ | 2,960 | $ | 1,161 | $ | 813 | $ | 101 | $ | 848 | $ | 949 | 1.21x | 1.17x | 11.2 | % | 8.9 | % | ||||||||||||||||
| Owl Rock First Lien Fund Unlevered | 2019 | $ | 150 | $ | 137 | $ | 6 | $ | 141 | $ | 147 | 1.11x | 1.08x | 5.6 | % | 3.8 | % |
(1)Includes reinvested dividends, if applicable.
(2)Invested capital includes capital calls, reinvested dividends and periodic investor closes, as applicable.
(3)Realized proceeds represent the sum of all cash distributions to investors.
(4)Unrealized value represents the product’s NAV. There can be no assurance that unrealized values will be realized at the valuations indicated.
(5)Gross multiple of invested capital (“MoIC”) is calculated by adding total realized proceeds and unrealized values of a product’s investments and dividing by the total amount of invested capital. Gross MoIC is before giving effect to management fees (including Part I Fees) and Part II Fees, as applicable.
(6)Net MoIC measures the aggregate value generated by a product’s investments in absolute terms. Net MoIC is calculated by adding total realized proceeds and unrealized values of a product’s investments and dividing by the total amount of invested capital. Net MoIC is calculated after giving effect to management fees (including Part I Fees) and Part II Fees, as applicable, and all other expenses.
(7)Gross IRR is an annualized since inception gross internal rate of return of cash flows to and from the product and the product’s residual value at the end of the measurement period. Gross IRRs are calculated before giving effect to management fees (including Part I Fees) and Part II Fees, as applicable.
63
Table of Contents
(8)Net IRRs are calculated consistent with gross IRRs, but after giving effect to management fees (including Part I Fees) and Part II Fees, as applicable, and all other expenses. An individual investor’s IRR may be different to the reported IRR based on the timing of capital transactions.
(9)For the purposes of calculating Gross IRR, the expense support provided to the fund would be impacted when assuming a performance excluding management fees (including Part I Fees) and Part II Fees, and therefore is not meaningful for ORCC II.
(10)Owl Rock First Lien Fund is comprised of three feeder funds: Onshore Levered, Offshore Levered and Insurance Unlevered. The gross and net MoIC and IRR presented in the chart are for Onshore Levered and Insurance Unlevered as those are the largest of the levered and unlevered feeder funds. The gross and net MoIC for the Offshore Levered feeder fund is 1.20x and 1.14x, respectively. The gross and net IRR for the Offshore Levered feeder is 10.4% and 7.0%, respectively. All other values for Owl Rock First Lien Fund Levered are for Onshore Levered and Offshore Levered combined. AUM is presented as the aggregate of the three Owl Rock First Lien Fund feeders. Owl Rock First Lien Fund Unlevered Investor equity and note commitments are both treated as capital for all values.
GP Capital Solutions
| MoIC | IRR | ||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in millions) | Year of Inception | AUM | Capital Raised | Invested Capital (2) | Realized Proceeds (3) | Unrealized Value (4) | Total Value | Gross (5) | Net (6) | Gross (7) | Net (8) | ||||||||||||||||||||||||||
| GP Minority Equity (1) | |||||||||||||||||||||||||||||||||||||
| Dyal Fund I | 2011 | $ | 930 | $ | 1,284 | $ | 1,248 | $ | 583 | $ | 697 | $ | 1,280 | 1.17 | x | 1.03 | x | 3.5 | % | 0.5 | % | ||||||||||||||||
| Dyal Fund II | 2014 | $ | 2,681 | $ | 2,153 | $ | 1,846 | $ | 421 | $ | 2,087 | $ | 2,508 | 1.48 | x | 1.36 | x | 12.5 | % | 9.0 | % | ||||||||||||||||
| Dyal Fund III | 2015 | $ | 8,359 | $ | 5,318 | $ | 3,241 | $ | 2,493 | $ | 4,231 | $ | 6,724 | 2.48 | x | 2.07 | x | 32.3 | % | 24.2 | % | ||||||||||||||||
| Dyal Fund IV | 2018 | $ | 14,244 | $ | 9,041 | $ | 4,076 | $ | 2,178 | $ | 6,142 | $ | 8,320 | 2.44 | x | 2.04 | x | 146.5 | % | 96.0 | % | ||||||||||||||||
| Dyal Fund V | 2020 | $ | 6,724 | $ | 5,826 | $ | 593 | $ | — | $ | 1,321 | $ | 1,321 | NM | NM | NM | NM |
(1)Valuation-related amounts and performance metrics are presented on a quarter lag and are exclusive of investments made by us and the related carried interest vehicles of the respective products.
(2)Invested capital includes capital calls.
(3)Realized proceeds represent the sum of all cash distributions to investors.
(4)Unrealized value represents the product's NAV. There can be no assurance that unrealized values will be realized at the valuations indicated.
(5)Gross MoIC is calculated by adding total realized proceeds and unrealized values of a product’s investments and dividing by the total amount of invested capital. Gross MoIC is before giving effect to management fees and carried interest, as applicable.
(6)Net MoIC measures the aggregate value generated by a product's investments in absolute terms. Net MoIC is calculated by adding total realized proceeds and unrealized values of a product's investments and dividing by the total amount of invested capital. Net MoIC is calculated after giving effect to management fees and carried interest, as applicable, and all other expenses.
(7)Gross IRR is an annualized since inception gross internal rate of return of cash flows to and from the product and the product’s residual value at the end of the measurement period. Gross IRRs are calculated before giving effect to management fees and carried interest, as applicable.
(8)Net IRR is an annualized since inception net internal rate of return of cash flows to and from the product and the product's residual value at the end of the measurement period. Net IRRs reflect returns to all investors. Net IRRs are calculated after giving effect to management fees and carried interest, as applicable, and all other expenses. An individual investor's IRR may be different to the reported IRR based on the timing of capital transactions.
Real Estate
| MoIC | IRR | ||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in millions) | Year of Inception | AUM | Capital Raised | Invested Capital (2) | Realized Proceeds (3) | Unrealized Value (4) | Total Value | Gross (5) | Net (6) | Gross (7) | Net (8) | ||||||||||||||||||||||||
| Net Lease (1) | |||||||||||||||||||||||||||||||||||
| Oak Street Real Estate Capital Fund IV | 2017 | $ | 1,358 | $ | 1,250 | $ | 1,239 | $ | 911 | $ | 821 | $ | 1,732 | 1.52x | 1.40x | 26.1 | % | 20.3 | % | ||||||||||||||||
| Oak Street Real Estate Capital Net Lease Property Fund | 2019 | $ | 5,669 | $ | 3,161 | $ | 1,732 | $ | 126 | $ | 1,972 | $ | 2,098 | 1.21x | 1.21x | 21.3 | % | 20.3 | % | ||||||||||||||||
| Oak Street Real Estate Capital Fund V | 2020 | $ | 3,818 | $ | 2,500 | $ | 637 | $ | 108 | $ | 747 | $ | 855 | NM | NM | NM | NM | ||||||||||||||||||
| Oak Street Asset-Backed Securitization (9) | 2020 | $ | 3,001 | $ | 2,716 | $ | 258 | $ | 16 | $ | 296 | $ | 312 | NM | NM | NM | NM |
(1)Valuation-related amounts and performance metrics, as well as invested capital and realized proceeds, are presented on a quarter lag where applicable.
(2)Invested capital includes investments by the general partner, capital calls, dividends reinvested and periodic investors closes, as applicable.
(3)Realized proceeds represent the sum of all cash distributions to all investors.
(4)Unrealized value represents the fund’s NAV. There can be no assurance that unrealized values will be realized at the valuations indicated.
(5)Gross MoIC is calculated by adding total realized proceeds and unrealized values of a product’s investments and dividing by the total amount of invested capital. Gross MoIC is before giving effect to management fees and carried interest, as applicable.
(6)Net MoIC measures the aggregate value generated by a product's investments in absolute terms. Net MoIC is calculated by adding total realized proceeds and unrealized values of a product's investments and dividing by the total amount of invested capital. Net MoIC is calculated after giving effect to management fees and carried interest, as applicable, and all other expenses.
(7)Gross IRR is an annualized since inception gross internal rate of return of cash flows to and from the product and the product’s residual value at the end of the measurement period. Gross IRRs are calculated before giving effect to management fees and carried interest, as applicable.
64
Table of Contents
(8)Net IRR is an annualized since inception net internal rate of return of cash flows to and from the product and the product's residual value at the end of the measurement period. Net IRRs reflect returns to all investors. Net IRRs are calculated after giving effect to management fees and carried interest, as applicable, and all other expenses. An individual investor's IRR may be different to the reported IRR based on the timing of capital transactions.
(9)Capital raised for this product includes the par value of notes issued in the securitization. Invested capital, realized proceeds, unrealized and total values relate to the subordinated notes/equity of the securitization.
GAAP Results of Operations Analysis
As a result of the Dyal Acquisition, prior year amounts are not comparable to current year amounts or expected future trends. Dyal Capital’s results of operations are included from the Business Combination Date.
For a discussion of our results for the year ended December 31, 2020, compared to the year ended December 31, 2019, please refer to “Owl Rocks Management's Discussion and Analysis of Financial Condition and Results of Operations” in our Proxy Statement/Prospectus, filed May 3, 2021.
Year Ended December 31, 2021, Compared to the Year Ended December 31, 2020
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | 2021 | 2020 | $ Change | |||||||
| Revenues | ||||||||||
| Management fees, net (includes Part I Fees of $150,370 and $34,404) | $ | 667,935 | $ | 194,906 | $ | 473,029 | ||||
| Administrative, transaction and other fees | 150,037 | 54,909 | 95,128 | |||||||
| Realized performance income | 5,906 | — | 5,906 | |||||||
| Total Revenues, Net | 823,878 | 249,815 | 574,063 | |||||||
| Expenses | ||||||||||
| Compensation and benefits | 1,496,988 | 240,731 | 1,256,257 | |||||||
| Amortization of intangible assets | 113,889 | — | 113,889 | |||||||
| General, administrative and other expenses | 140,268 | 67,811 | 72,457 | |||||||
| Total Expenses | 1,751,145 | 308,542 | 1,442,603 | |||||||
| Other Loss | ||||||||||
| Net losses on investments | (3,526) | — | (3,526) | |||||||
| Net losses on retirement of debt | (17,636) | — | (17,636) | |||||||
| Interest expense | (27,275) | (23,816) | (3,459) | |||||||
| Change in TRA liability | (13,848) | — | (13,848) | |||||||
| Change in warrant liability | (43,670) | — | (43,670) | |||||||
| Change in earnout liability | (834,255) | — | (834,255) | |||||||
| Total Other Loss | (940,210) | (23,816) | (916,394) | |||||||
| Loss Before Income Taxes | (1,867,477) | (82,543) | (1,784,934) | |||||||
| Income tax benefit | (65,211) | (102) | (65,109) | |||||||
| Consolidated and Combined Net Loss | (1,802,266) | (82,441) | (1,719,825) | |||||||
| Net loss attributable to noncontrolling interests | 1,426,095 | 4,610 | 1,421,485 | |||||||
| Net Loss Attributable to Blue Owl Capital Inc. | $ | (376,171) | $ | (77,831) | $ | (298,340) |
Revenues, Net
Management Fees. Management fees increased primarily due to the $234.3 million accretive impact of GP Capital Solution’s management fees from the Business Combination Date. Additionally, management fees increased due to the fee waivers in ORCC that expired in October 2020. These waivers totaled $130.9 million (inclusive of $74.8 million of Part I Fees) in 2020. The remaining increase was driven primarily by the overall growth in FPAUM across all of our Diversified Lending product strategies. See Note 6 to our consolidated and combined financial statements for additional details on our GAAP management fees by product and strategy.
Administrative, Transaction and Other Fees. The increase in administrative, transaction and other fees was driven primarily by a $66.6 million increase in fee income earned for services provided to portfolio companies. Also contributing to the year-over-year increase was $18.6 million of fees related to our GP Capital Solutions products, which are included from the Business Combination Date.
Realized Performance Income. Realized performance income in 2021 was driven by Part II Fees from our technology lending products.
65
Table of Contents
Expenses
Compensation and Benefits. Compensation and benefits expenses increased due to non-cash equity-based compensation charges totaling $1.2 billion in connection with Common Units issued in connection with the Business Combination and the additional $72.1 million was primarily related to subsequent compensation and acquisitions related equity grants and growth in our employee headcount.
Amortization of Intangible Assets. These expenses relate to the amortization of intangible assets acquired in connection with the Dyal Acquisition. See Note 3 to our Financial Statements for additional information.
General, Administrative and Other Expenses. The increase in general, administrative and other expenses was primarily due to Transaction Expenses of $56.2 million that were not eligible to be netted against offering proceeds for GAAP, an $8.9 million increase driven by higher legal, accounting and insurance expenses associated with being a public company and a $9.0 million increase in placement fees primarily due to closes in Dyal Fund V. Partially offsetting these increases in expenses was a $21.9 million decrease in expense support to certain Direct Lending products.
Other Loss
Net losses on retirement of debt. The net loss on retirement of debt in the current year period was primarily due to a $12.5 million call protection premium paid in connection with the early repayment of our Term Loan. The remaining amount relates to the write-off of unamortized deferred financing costs related to the Term Loan and terminated revolving credit facilities. See Note 4 to our Financial Statements for additional information.
Interest expense. The increase in interest expense was driven by higher average debt outstanding, as in 2020 our long-term debt outstanding related to the $250.0 million Term Loan that was repaid in the second quarter of 2021 using proceeds from the $700 million of 2031 Notes, a larger size facility. Further, we issued the $350 million of 2051 Notes during the fourth quarter of 2021. Partially offsetting the impact of higher average borrowing outstanding were lower average borrow rates on the Notes in 2021 compared to the Term Loan in 2020.
Change in TRA liability. The change in TRA liability was due to the impact of the time value of money on the portion of the TRA that is carried at fair value (i.e., Dyal Acquisition contingent consideration), as well as changes in estimated future tax rates due to changes in our state income tax apportionment.
Change in warrant liability. The change in warrant liability was driven by the increase in the price of our publicly traded warrants, as such price directly impacts the Public Warrants and is also a significant input to the valuation of our Private Placement Warrants.
Change in earnout liability. The change in earnout liability was primarily due to the increase in our Class A Share price, as such input was a material driver of the valuation of the Earnout Securities carried at fair value through the Class E Trigger Event Dates. No Earnout Securities remained outstanding as of December 31, 2021; however, the Oak Street Cash Earnout was brought onto the statement of financial condition at the end of 2021 in connection with the Oak Street Acquisition, and such amounts will be subject to fair value remeasurement each period until the relevant Oak Street Trigger Events occur. See Note 3 to our Financial Statements for additional information on the Oak Street Cash Earnout.
Income Tax Benefit
Prior to the Business Combination, our income was generally subject to New York City UBT, as the operating entities are partnerships for U.S. federal income tax purposes. In connection with the Business Combination, the portion of income allocable to the Registrant is also generally subject to corporate tax rates at the U.S. federal and state and local levels. This resulted in an increase in income tax benefit in the current year period. Please see Note 10 to our Financial Statements for a discussion of the significant tax differences that impacted our effective tax rate.
Net Loss Attributable to Noncontrolling Interest
Net loss attributable to noncontrolling interests in the current year primarily represents the allocation to Common Units of their pro rata share of the Blue Owl Operating Group’s post-Business Combination net loss due to the drivers discussed above. The Common Units represent an approximately 74% weighted average economic interest in the Blue Owl Operating Group. Prior to the Business Combination, amounts attributable to noncontrolling interests were not significant, and related primarily to third-party interests held in certain of our consolidated investment advisor holding companies.
66
Table of Contents
Non-GAAP Analysis
In addition to presenting our consolidated and combined results in accordance with GAAP, we present certain other financial measures that are not presented in accordance with GAAP. Management uses these measures to assess the performance of our business, and we believe that this information enhances the ability of shareholders to analyze our performance from period to period. These non-GAAP financial measures supplement and should be considered in addition to and not in lieu of our GAAP results, and such measures should not be considered as indicative of our liquidity. Our non-GAAP measures may not be comparable to other similarly titled measured used by other companies. Please see “—Non-GAAP Reconciliations” for reconciliations of these measures to the most comparable measures prepared in accordance with GAAP.
Fee-Related Earnings and Related Components
Fee-Related Earnings is a supplemental non-GAAP measure of operating performance used to make operating decisions and assess our operating performance. Fee-Related Earnings excludes certain items that are required for the presentation of our results on a GAAP basis. Management also reviews the components that comprise Fee-Related Earnings (i.e., FRE Revenues and FRE Expenses) on the same basis used to calculate Fee-Related Earnings, and such components are also non-GAAP measures and have been identified with the prefix “FRE” in the tables and discussion below. Management believes that by excluding these items, which are described below, Fee-Related Earnings and its components can be useful as supplemental measures to our GAAP results in assessing our operating performance and focusing on whether our recurring revenues, primarily consisting of management fees, are sufficient to cover our recurring operating expenses.
Fee-Related Earnings exclude various items that are required for the presentation of our results under GAAP, including the following: noncontrolling interests in the Blue Owl Operating Partnerships; equity-based compensation expense; compensation expenses related to capital contributions in certain subsidiary holding companies that are in-turn paid as compensation to certain employees, as such contributions are not included in Fee-Related Earnings or Distributable Earnings; amortization of intangible assets; “Transaction Expenses” as defined below; net gains (losses) on investments, changes in TRA, earnout and warrant liabilities; net losses on retirement of debt; interest and taxes. In addition, management reviews revenues by reducing GAAP administrative, transaction and other fees for certain expenses related to reimbursements from our products, which are presented gross for GAAP but net for non-GAAP measures. Transaction Expenses are expenses incurred in connection with the Business Combination and other acquisitions and strategic transactions, including subsequent adjustments related to such transactions, that were not eligible to be netted against consideration or recognized as acquired assets and assumed liabilities in the relevant transaction.
Distributable Earnings
Distributable Earnings is a supplemental non-GAAP measure of operating performance that equals Fee-Related Earnings plus or minus, as relevant, realized performance income and related compensation, interest expense, as well as amounts payable for taxes and payments made pursuant to the TRA. Amounts payable for taxes presents the current income taxes payable related to the respective period’s earnings, assuming that all Distributable Earnings were allocated to the Registrant, which would occur following the exchange of all Blue Owl Operating Group Units for Class A Shares. Current income taxes payable and payments made pursuant to the TRA reflect the benefit of tax deductions that are excluded when calculating Distributable Earnings (e.g., equity-based compensation expenses, net losses on retirement of debt, Transaction Expenses, tax goodwill, etc.). If these tax deductions were to be excluded from amounts payable for taxes, Distributable Earnings would be lower and our effective tax rate would appear to be higher, even though a lower amount of income taxes would have been paid or payable for a period’s earnings. We make these adjustments when calculating Distributable Earnings to more accurately reflect the net realized earnings that are expected to be or become available for distribution or reinvestment into our business. Management believes that Distributable Earnings can be useful as a supplemental performance measure to our GAAP results assessing the amount of earnings available for distribution.
67
Table of Contents
Fee-Related Earnings and Distributable Earnings Summary
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | 2021 | 2020 | ||||||||
| FRE revenues | $ | 785,901 | $ | 233,310 | ||||||
| FRE expenses | (330,256) | (201,512) | ||||||||
| Net (income) loss allocated to noncontrolling interests included in Fee-Related Earnings | (3,961) | 4,610 | ||||||||
| Fee-Related Earnings | $ | 451,684 | $ | 36,408 | ||||||
| Distributable Earnings | $ | 427,322 | $ | 12,219 |
Fee-Related Earnings and Distributable Earnings increased year-over-year as a result of the accretive impact of the Dyal Acquisition, as well as higher FRE revenues from our Direct Lending products as certain fee waivers in ORCC, our largest BDC, expired in the fourth quarter of 2020. These increases were offset by higher FRE expenses, primarily due to compensation and benefits as discussed further below.
FRE Revenues
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | 2021 | 2020 | ||||||||
| Direct Lending Products | ||||||||||
| Diversified lending | $ | 348,363 | $ | 140,153 | ||||||
| Technology lending | 66,089 | 42,052 | ||||||||
| First lien lending | 15,185 | 12,335 | ||||||||
| Opportunistic lending | 3,993 | 366 | ||||||||
| Management Fees, Net | 433,630 | 194,906 | ||||||||
| Administrative, transaction and other fees | 106,973 | 38,404 | ||||||||
| FRE Revenues - Direct Lending Products | 540,603 | 233,310 | ||||||||
| GP Capital Solutions Products | ||||||||||
| GP minority equity investments | 233,505 | — | ||||||||
| GP debt financing | 10,215 | — | ||||||||
| Professional sports minority investments | 477 | — | ||||||||
| Management Fees, Net | 244,197 | — | ||||||||
| Administrative, transaction and other fees | 1,101 | — | ||||||||
| FRE Revenues - GP Capital Solutions Products | 245,298 | — | ||||||||
| Total FRE Revenues | $ | 785,901 | $ | 233,310 |
FRE revenues increased primarily due to higher management fees from our Direct Lending products due to the fee waivers in ORCC, our largest BDC, that expired in October 2020. These waivers totaled $130.9 million (inclusive of $74.8 million of Part I Fees) for the year ended December 31, 2020. The remaining increase was driven primarily by the overall growth in FPAUM across all of our Diversified Lending product strategies. Also contributing to the increase were higher administrative, transaction and other fees due to higher fee income earned for services provided to portfolio companies. FRE revenues also increased due to the accretive impact of Dyal Capital’s management fees from the Business Combination Date.
68
Table of Contents
FRE Expenses
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | 2021 | 2020 | ||||||||
| FRE compensation and benefits | $ | (255,626) | $ | (137,197) | ||||||
| FRE general, administrative and other expenses | (74,630) | (64,315) | ||||||||
| Total FRE Expenses | $ | (330,256) | $ | (201,512) |
FRE expenses increased primarily due to higher FRE compensation and benefits as a result of increased headcount, both in the legacy Owl Rock business, as well as due to an increase related to the Dyal Acquisition. FRE general, administrative and other expenses were up primarily due to placement fees related to Dyal Fund V, expenses related to being a public company and increased travel and office-related expenses as we transition from working remotely back to the office. These increases were partially offset by lower expense support to certain products. See “—GAAP Results of Operations Analysis” for additional information on these drivers.
Non-GAAP Reconciliations
The table below presents the reconciliation of the non-GAAP measures presented throughout this MD&A. Please see “—Non-GAAP Analysis” for important information regarding these measures.
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | 2021 | 2020 | ||||||||
| GAAP Loss Before Income Taxes | $ | (1,867,477) | $ | (82,543) | ||||||
| Net (income) loss allocated to noncontrolling interests included in Fee-Related Earnings | (3,961) | 4,610 | ||||||||
| Strategic Revenue-Share Purchase consideration amortization | 9,892 | — | ||||||||
| Realized performance compensation | 2,067 | — | ||||||||
| Equity-based compensation | 1,205,336 | 90,525 | ||||||||
| Capital-related compensation | 1,416 | — | ||||||||
| Amortization of intangible assets | 113,889 | — | ||||||||
| Transaction Expenses | 56,218 | — | ||||||||
| Interest expense | 27,275 | 23,816 | ||||||||
| Realized performance income | (5,906) | — | ||||||||
| Net losses on investments | 3,526 | — | ||||||||
| Net losses on early retirement of debt | 17,636 | — | ||||||||
| Change in TRA liability | 13,848 | — | ||||||||
| Change in warrant liability | 43,670 | — | ||||||||
| Change in earnout liability | 834,255 | — | ||||||||
| Fee-Related Earnings | 451,684 | 36,408 | ||||||||
| Realized performance income | 5,906 | — | ||||||||
| Realized performance compensation | (2,067) | — | ||||||||
| Interest expense | (27,275) | (23,816) | ||||||||
| Taxes and TRA payments | (926) | (373) | ||||||||
| Distributable Earnings | 427,322 | 12,219 | ||||||||
| Interest expense | 27,275 | 23,816 | ||||||||
| Taxes and TRA payments | 926 | 373 | ||||||||
| Fixed assets depreciation and amortization | 665 | 673 | ||||||||
| Adjusted EBITDA | $ | 456,188 | $ | 37,081 |
69
Table of Contents
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | 2021 | 2020 | ||||||||
| GAAP Revenues | $ | 823,878 | $ | 249,815 | ||||||
| Strategic Revenue-Share Purchase consideration amortization | 9,892 | — | ||||||||
| Realized performance income | (5,906) | — | ||||||||
| Administrative and other fees | (41,963) | (16,505) | ||||||||
| FRE Revenues | $ | 785,901 | $ | 233,310 |
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | 2021 | 2020 | ||||||||
| GAAP Compensation and Benefits | $ | 1,496,988 | $ | 240,731 | ||||||
| Realized performance compensation | (2,067) | — | ||||||||
| Equity-based compensation | (1,204,119) | (90,525) | ||||||||
| Capital-related compensation | (1,416) | — | ||||||||
| Administrative and other expenses | (33,760) | (13,009) | ||||||||
| FRE Compensation and Benefits | $ | 255,626 | $ | 137,197 |
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | 2021 | 2020 | ||||||||
| GAAP General, Administrative and Other Expenses | $ | 140,268 | $ | 67,811 | ||||||
| Transaction Expenses | (56,218) | — | ||||||||
| Equity-based compensation | (1,217) | — | ||||||||
| Administrative and other expenses | (8,203) | (3,496) | ||||||||
| FRE General, Administrative and Other Expenses | $ | 74,630 | $ | 64,315 |
Liquidity and Capital Resources
Overview
We rely on management fees as the primary source of our operating liquidity. From time-to-time we may rely on the use of revolving credit facilities between management fee collection dates, which generally occur on a quarterly basis. We may also rely on our Revolving Credit Facility for liquidity needed to fund acquisitions, which we may replace with longer-term financing, subject to market conditions. To the extent that we have excess liquidity, we may invest such excess liquidity in corporate bonds, agency securities and other investments.
We ended 2021 with $42.6 million of cash and cash equivalents, excess liquidity investments of $1.3 million and $487.0 million available under our Revolving Credit Facility. We had $153.0 million outstanding on our Revolving Credit Facility, and such amounts were repaid in January 2022 in connection with revenues collected at the start of the quarter. In February, we increased the capacity of our Revolving Credit Facility, and as of the date of this filing, we have $715.0 million available under the Revolving Credit Facility, which is available for general corporate purposes. In February 2022, we also issued the $400.0 million 2032 Notes, providing additional liquidity for general corporate purposes, including to fund future strategic acquisitions or related transactions and growth initiatives.
Based on management’s experience and our current level of liquidity and assets under management, we believe that our current liquidity position and cash generated from management fees will continue to be sufficient to meet our anticipated working capital needs for at least the next 12 months.
Over the short and long term, we may use cash and cash equivalents, issue additional debt or equity securities, or may seek other sources of liquidity to:
•Grow our existing investment management business.
•Expand, or acquire, into businesses that are complementary to our existing investment management businesses or other strategic growth initiatives.
•Pay operating expenses, including cash compensation to our employees.
•Repay debt obligations and interest thereon.
•Opportunistically repurchase Class A Shares pursuant to the Share Repurchase Program (as defined below).
70
Table of Contents
•Pay income taxes and amounts due under the TRA.
•Pay dividends to holders of our Class A Shares, as well as make corresponding distributions to holders of Common Units at the Blue Owl Operating Group level.
•Fund investment commitments to existing or future products.
Debt Obligations
Our long-term debt obligations consisted of the $700.0 million 2031 Notes and the $350.0 million 2051 Notes as of December 31, 2021. We also had $153.0 million outstanding on our Revolving Credit Facility, and such amounts were repaid in January 2022, as discussed above, and issued the $400.0 million 2032 Notes in February 2022. We expect to use cash on hand to pay interest and principal due on our financing arrangements over time, which would reduce amounts available for dividends and distributions to our shareholders. We may choose to refinance all or a portion of any amounts outstanding on or prior to their respective maturity dates by issuing new debt, which could result in higher borrowing costs. We may also choose to repay borrowing by using proceeds from the issuance of equity or other securities, which would dilute shareholders. See Note 4 to our consolidated and combined financial statements in this report for additional information regarding our debt obligations.
Management regularly reviews Adjusted EBITDA to assess our ability to service our debt obligations. Adjusted EBITDA is equal to Distributable Earnings plus interest expense, taxes and TRA payable, and fixed assets depreciation and amortization. Adjusted EBITDA is a non-GAAP financial measure that supplements and should be considered in addition to and not in lieu of our GAAP results, and such measure should not be considered as indicative of our liquidity. Adjusted EBITDA may not be comparable to other similarly titled measured used by other companies. Adjusted EBITDA was $169.4 million for the quarter ended December 31, 2021. Please see “—Non-GAAP Reconciliations” for reconciliations of Adjusted EBITDA to the most comparable measures prepared in accordance with GAAP.
Tax Receivable Agreement
As discussed in Note 11 to our consolidated and combined financial statements in this report, we may in the future be required to make payments under the TRA. As of December 31, 2021, assuming no material changes in the relevant tax law and that we generate sufficient taxable income to realize the full tax benefit of the increased amortization resulting from the increase in tax basis of certain Blue Owl Operating Group assets, we expect to pay approximately $670.7 million under the TRA, net of fair value adjustments. Future cash savings and related payments under the TRA in respect of subsequent exchanges of Blue Owl Operating Group Units for Class A or B Shares would be in addition to these amounts.
Payments under the tax receivable agreement are anticipated to increase the tax basis adjustment and, consequently, result in increasing annual amortization deductions in the taxable years of and after such increases to the original basis adjustments, and potentially will give rise to increasing tax savings with respect to such years and correspondingly increasing payments under the TRA.
The obligation to make payments under the tax receivable agreement is an obligation of Blue Owl GP, and any other corporate taxpaying entities that in the future may hold GP Units, and not of the Blue Owl Operating Group. We may need to incur debt to finance payments under the TRA to the extent the Blue Owl Operating Group does not distribute cash to Registrant or Blue Owl GP in an amount sufficient to meet our obligations under the TRA.
The actual increase in tax basis of the Blue Owl Operating Group assets resulting from an exchange or from payments under the TRA, as well as the amortization thereof and the timing and amount of payments under the TRA, will vary based upon a number of factors, including the following:
•The amount and timing of our taxable income will impact the payments to be made under the TRA. To the extent that we do not have sufficient taxable income to utilize the amortization deductions available as a result of the increased tax basis in the Blue Owl Operating Partnerships’ assets, payments required under the TRA would be reduced.
•The price of our Class A Shares at the time of any exchange will determine the actual increase in tax basis of the Blue Owl Operating Partnerships’ assets resulting from such exchange; payments under the TRA resulting from future exchanges, if any, will be dependent in part upon such actual increase in tax basis.
•The composition of the Blue Owl Operating Group assets at the time of any exchange will determine the extent to which we may benefit from amortizing the increased tax basis in such assets and thus will impact the amount of future payments under the TRA resulting from any future exchanges.
71
Table of Contents
•The extent to which future exchanges are taxable will impact the extent to which we will receive an increase in tax basis of the Blue Owl Operating Group assets as a result of such exchanges, and thus will impact the benefit derived by us and the resulting payments, if any, to be made under the TRA.
•The tax rates in effect at the time any potential tax savings are realized, which would affect the amount of any future payments under the TRA.
Depending upon the outcome of these and other factors, payments that we may be obligated to make under the TRA in respect of exchanges could be substantial. In light of the numerous factors affecting our obligation to make payments under the TRA, the timing and amounts of any such actual payments are not reasonably ascertainable.
Warrants
We classify the warrants issued in connection with the Business Combination as liabilities in our consolidated and combined statements of financial condition, as in the event of a change in control, warrant holders have the ability to demand cash settlement from us. In addition, we have the option to cash settle outstanding warrants when certain criteria is met, as described in Note 2 to our Financial Statements. To the extent we have insufficient cash on hand or that we opt to, we may rely on debt or equity financing to facilitate these transactions in the future if needed.
Earnout Securities and Oak Street Cash Earnout
We classified certain Earnout Securities as liabilities in our consolidated and combined statements of financial condition, as described in Note 2 to our Financial Statements. The settlement of these liabilities during 2021 was in the form of Class A Shares and Common Units that were issued upon the relevant Class E Triggering Events and did not require cash settlement.
A portion of the Oak Street Cash Earnouts are also liability classified and represent the fair value of the obligation to make future cash payments that would need to be made if all the respective Oak Street Triggering Events occur. Further, the portion classified as compensation expense will be expensed and a corresponding accrued compensation liability will be recorded over the service period. To the extent we have insufficient cash on hand or that we opt to, we may rely on debt or equity financing to facilitate these transactions in the future. See Note 2 to our Financial Statements for additional information.
Dividends and Distributions
We intend to continue to pay to Class A Shareholders (and Class B Shareholders in the future to the extent any Class B Shares are outstanding) a quarterly dividend representing approximately 85% of Distributable Earnings following the end of each quarter. Blue Owl Capital Inc.’s share of Distributable Earnings, subject to adjustment as determined by our Board to be necessary or appropriate to provide for the conduct of our business, to make appropriate investments in our business and products, to comply with applicable law, any of our debt instruments or other agreements, or to provide for future cash requirements such as tax-related payments, operating reserves, clawback obligations and dividends to shareholders for any ensuing quarter. All of the foregoing is subject to the qualification that the declaration and payment of any dividends are at the sole discretion of our Board, and our Board may change our dividend policy at any time, including, without limitation, to reduce or eliminate dividends entirely.
The Blue Owl Operating Partnerships will make cash distributions (“Tax Distributions”) to the partners of such partnerships, including to Blue Owl GP, if we determine that the taxable income of the relevant partnership will give rise to taxable income for its partners. Generally, Tax Distributions will be computed based on our estimate of the taxable income of the relevant partnership allocable to a partner multiplied by an assumed tax rate equal to the highest effective marginal combined U.S. federal, New York State and New York City income tax rates prescribed for an individual or corporate resident in New York City (taking into account certain assumptions set forth in the relevant partnership agreements). Tax Distributions will be made only to the extent distributions from the Blue Owl Operating Partnerships for the relevant year were otherwise insufficient to cover the estimated assumed tax liabilities.
Holders of our Class A and B Shares may not always receive distributions or may receive lower distributions on a per share basis at a time when we, indirectly through Blue Owl GP, and holders of our Common Units are receiving distributions on their interests, as distributions to the Registrant and Blue Owl GP may be used to settle tax and TRA liabilities, if any, and other obligations.
72
Table of Contents
Dividends are expected to be treated as qualified dividends under current law to the extent of the Company’s current and accumulated earnings and profits, with any excess dividends treated as a return of capital to the extent of a shareholder’s basis, and any remaining excess generally treated as gain realized on the sale or other disposition of stock.
Risks to our Liquidity
Our ability to obtain financing provides us with additional sources of liquidity. Any new financing arrangement that we may enter into may have covenants that impose additional limitations on us, including with respect to making distributions, entering into business transactions or other matters, and may result in increased interest expense. If we are unable to secure financing on terms that are favorable to us, our business may be adversely impacted. No assurance can be given that we will be able to issue new debt, enter into new credit facilities or issue equity or other securities in the future on attractive terms or at all.
Adverse market conditions, including from the COVID-19 pandemic or any other market dislocation event, may negatively impact our liquidity. Cash flows from management fees may be impacted by a slowdown or a decline in fundraising and deployment, as well as declines in the value of investments held in certain of our products.
LIBOR Transition
On March 5, 2021, the UK Financial Conduct Authority announced that it would phase out LIBOR as a benchmark immediately after December 31, 2021, for sterling, euro, Japanese yen, Swiss franc and 1-week and 2-month U.S. Dollar settings and immediately after June 30, 2023, the remaining U.S. Dollar settings. Our Notes are fixed rate borrowings, and therefore the LIBOR phase out will not have an impact on this borrowing. The Revolving Credit Facility is subject to SOFR rates at our option, or alternative rates that are not tied to LIBOR. Certain of our products hold investments and have borrowings that are tied to LIBOR, and we continue to focus on managing any risk related to those exposures. Our senior management has oversight of these transition efforts. See “Risk Factors—Risks Related to Legal and Regulatory Environment—Changes to the method of determining the London Interbank Offered Rate (“LIBOR”) or the selection of a replacement for LIBOR may affect the value of investments held by our products and could affect our results of operations and financial results.”
Cash Flows Analysis
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | 2021 | 2020 | $ Change | |||||||
| Net cash provided by (used in): | ||||||||||
| Operating activities | $ | 281,658 | $ | 5,234 | $ | 276,424 | ||||
| Investing activities | (1,598,872) | (652) | (1,598,220) | |||||||
| Financing activities | 1,348,151 | (295) | 1,348,446 | |||||||
| Net Change in Cash and Cash Equivalents | $ | 30,937 | $ | 4,287 | $ | 26,650 |
Operating Activities. Our net cash flows from operating activities are generally comprised of management fees, less cash used for operating expenses, including interest paid on our debt obligations. One of our largest operating cash outflows generally relates to bonus expense, which are generally paid out during the first quarter of the year following the expense. The cash flows related to Dyal Capital are included starting on the Business Combination Date, and therefore our historical operating cash flows are not representative of our future cash flows.
Net cash flows from operating activities increased from the prior year period due to the inclusion of the Dyal Capital related cash flows, as well as higher management fees from our Direct Lending products. These increases were partially offset by higher 2020 discretionary bonuses, which were paid in the first quarter of 2021, as compared to discretionary bonuses in 2019, which were paid in the first quarter of 2020.
Investing Activities. Cash flows related to investing activities for 2021 primarily related to the cash consideration paid in connection with the Dyal Acquisition and Oak Street Acquisition. In 2021, we also invested excess liquidity from our Notes offerings and retained earnings in various fixed income investments and subsequently sold such investments for general corporate purposes. In 2020, cash flows related to investing activities were not material.
73
Table of Contents
Financing Activities. Cash flows related to financing activities for 2021 were primarily driven by cash proceeds from the Business Combination, as well as related cash consideration paid to certain pre-Business Combination Owl Rock owners. Additionally, distributions of pre-Business Combination-related earnings were also made during 2021, with a final distribution of $52.0 million related to pre-Business Combination-related earnings made during the third quarter of 2021. Cash flows related to financing activities in 2021 also included the proceeds from our 2031 Notes, which proceeds were used in part to repay our previously outstanding Term Loan and proceeds from our 2051 Notes, which proceeds were used to finance working capital needs and general capital purposes. We also made various short-term borrowings and repayments under our revolving credit facilities. Such borrowings were fully repaid by January 2022.
Our 2020 cash flows related to financing activities included borrowings and repayments under our previously outstanding revolving credit facilities. In addition, distributions related to pre-Business Combination-related earnings was another significant financing cash flow in the prior-year period.
Critical Accounting Estimates
We prepare our Financial Statements in accordance with U.S. GAAP. In applying many of these accounting principles, we make estimates that affect the reported amounts of assets, liabilities, revenues and expenses in our consolidated and combined financial statements. We base our estimates on historical experience and other factors that we believe are reasonable under the circumstances. These estimates, however, are subjective and subject to change, and actual results may differ materially from our current estimates due to the inherent nature of these estimates, including uncertainty in the current economic environment due to the COVID-19 pandemic and other factors. For a summary of our significant accounting policies, see Note 2 to our Financial Statements.
Estimation of Fair Values
Investments Held by our Products
The fair value of the investments held by our Direct Lending products is the primary input to the calculation for the majority of our management fees. Management fees from our GP Capital Solutions and Real Estate products are generally based on commitments or investment cost, so our management fees are generally not impacted by changes in the estimated fair values of investments held by these products. However, to the extent that management fees are calculated based on investment cost of the product’s investments, the amount of fees that we may charge will increase or decrease from the effect of changes in the cost basis of the product’s investments, including potential impairment losses. In the absence of observable market prices, we use valuation methodologies applied on a consistent basis and assumptions that we believe market participants would use to determine the fair value of the investments. For investments where little market activity exists, the determination of fair value is based on the best information available, we incorporate our own assumptions and involves a significant degree of judgment, and the consideration of a combination of internal and external factors.
Our products generally value their investments at fair value, as determined in good faith by each product’s respective board of directors or valuation committee, as applicable, based on, among other things, the input of third party valuation firms and taking into account the nature and realizable value of any collateral, an investee’s ability to make payments and its earnings, the markets in which the investee operates, comparison to publicly traded companies, discounted cash flow, current market interest rates and other relevant factors. Because such valuations are inherently uncertain, the valuations may fluctuate significantly over time due to changes in market conditions. These valuations would, in turn, have corresponding proportionate impacts on the amount management fees that we may earn from certain products on which revenues are based on the fair value of investments.
TRA Liability
We carry a portion of our TRA liability at fair value, as it is contingent consideration related to the Dyal Acquisition. The valuation of this portion of the TRA liability is mostly sensitive to our expectation of future cash savings that we may ultimately realize related to our tax goodwill and other intangible assets deductions. We then apply a discount rate that we believe is appropriate given the nature of and expected timing of payments of the liability. A decrease in the discount rate assumption would result in an increase in the fair value estimate of the liability, which would have a correspondingly negative impact on our GAAP results of operations. However, payments under the TRA are ultimately only made to the extent we realize the offsetting cash savings on our income taxes due to the tax goodwill and other intangibles deduction. See Note 9 to our Financial Statements for additional details.
74
Table of Contents
Earnout Liability and Private Placement Warrants Liability
The fair values of our Earnout Securities liability and Private Placement Warrants liability were determined using Monte Carlo simulations that have various significant unobservable inputs. The assumptions used could have a material impact on the valuation of these liabilities, and include our best estimate of expected volatility, expected holding periods and appropriate discounts for lack of marketability. Changes in the estimated fair values of these liabilities may have material impacts on our results of operations in any given period, as any increases in these liabilities have a corresponding negative impact on our GAAP results of operations in the period in which the changes occur. See Note 9 to our Financial Statements for additional details.
Equity-based Compensation
The fair values of our equity-based compensation RSU and Incentive Unit grants are generally determined using our Class A Share price on the grant date, adjusted for the lack of dividend participation during the vesting period, and the application of a discount for lack of marketability on RSUs and Incentive Units that are subject to a one-year post-vesting transfer restriction. The higher these discounts, the lower the compensation expense taken over time for these grants.
For the Seller Earnout Securities and Oak Street Earnout Units that were classified as equity-based compensation for GAAP, we used Monte Carlo simulations that had various significant unobservable inputs. The assumptions used have a material impact on the valuation of these grants, and include our best estimate of expected volatility, expected holding periods and appropriate discounts for lack of marketability. The higher the expected volatility, the higher the compensation expense taken each period for these grants. The higher the expected holding periods and discount for lack of marketability, the lower the compensation expense taken each period for these grants. See Note 8 to our Financial Statements for additional details.
Deferred Tax Assets
As a result of the Business Combination, deferred tax assets comprise one of our largest assets in our consolidated and combined statements of financial condition. Substantially all of our deferred tax assets relate to the goodwill and other intangible assets deductible for tax purposes that arose in connection with the purchase of Blue Owl Operating Group Units with proceeds from the Business Combination, as well as subsequent payments expected to be made under the TRA and other capital transactions that have occurred since the Business Combination. In accordance with relevant tax rules, we expect to take substantially all of these goodwill and other intangible deductions over the 15-year period following the Business Combination Date. To the extent we generate insufficient taxable income to take the full deduction in any given year, we will generate a net operating loss (“NOL”) that is available for us to use over an indefinite carryforward period in order to fully realize the deferred tax assets.
When evaluating the realizability of deferred tax assets, all evidence—both positive and negative—is considered. This evidence includes, but is not limited to, expectations regarding future earnings, future reversals of existing temporary tax differences and tax planning strategies. We did not take into account any tax planning strategies when arriving at this conclusion; however, the other assumptions underlying the taxable income estimates, are based on our near-term operating model. If we experience a significant decline in AUM for any extended time during the period for which these estimates relate and we do not otherwise experience offsetting growth rates in other periods, we may not generate taxable income sufficient to realize the deferred tax assets and may need to record a valuation allowance. However, given the indefinite carryforward period available for NOLs and the conservative estimates used to prepare the taxable income projections, the sensitivity of our estimates and assumptions are not likely to have a material impact on our conclusion that a valuation allowance is not needed.
Impairment of Goodwill and Other Intangible Assets
Our ongoing accounting for goodwill and other intangible assets acquired as part of the Business Combination requires us to make significant estimates and assumptions as we exercise judgement to evaluate these assets for impairment. We generally undertake a qualitative review of factors that may indicate whether an impairment exists. We take into account factors such as the growth in AUM and FPAUM, general economic conditions, and various other factors that require judgement in deciding whether a quantitative analysis should be undertaken. Our evaluation for indicators of impairment may not capture a potential impairment, which could result in an overstatement of the carrying values of goodwill and other intangible assets.
Impact of Changes in Accounting on Recent and Future Trends
We believe that none of the changes to GAAP that went into effect during the year ended December 31, 2021, or that have been issued but that we have not yet adopted, are expected to substantively impact our future trends.
75
Table of Contents