Good day, and thank you for standing by. Welcome to Blue Owl Capital Third Quarter 2021 Conference Call. At this time, all participants are in a listen-only mode. After the speakers’ presentation, there will be a question-and-answer session. [Operator Instructions] Please be advised that today’s conference is being recorded. [Operator Instructions] I would now like to hand the conference over to your speaker today, Ann Dai, Head of Investor Relations. Please go ahead.

Thanks, operator, and good morning, to everyone. Joining me today are Doug Ostrover, our Chief Executive Officer; Marc Lipschultz and Michael Rees, our Co-Presidents, and Alan Kirshenbaum, our Chief Financial Officer. I'd like to remind our listeners that remarks made during the call may contain forward-looking statements, which are not a guarantee of future performance or results and involve a number of risks and uncertainties that are outside the company's control. Actual results may differ materially from those in forward-looking statements as a result of a number of factors, including those described from time to time in Blue Owl Capital's filings with the Securities and Exchange Commission. The company assumes no obligation to update any forward looking statements. We would also like to remind everyone that we will refer to non-GAAP measures on the call, which are reconciled to GAAP figures in our press release, available on the Investor Resource section of our website at blueowl.com. This morning, we issued our financial results for the third quarter of 2021 and reported fee-related earnings or FRE and distributable earnings or DE of $0.11 per share. We also declared a dividend of $0.09 per share, payable on September 30 to shareholders of record as of November 22. During the call today, we'll be referring to the earnings presentation which we posted to our website this morning, so please have that on hand to follow along. With that, I'd like to turn the call over to Doug.

Thank you, Ann, and good morning, everyone. It's been a busy few months for Blue Owl, so we're excited to provide all of you with an update on what we've been doing to move our strategic initiatives forward. Before I talk about this quarter, though, I'd like to take a moment to call out the tailwinds that have been present across alternatives, and which have obviously benefited not just us, but our peers as well. M&A activity has been near record levels, driving elevated lending activity across public and private markets. Accommodating equity markets have allowed for sponsors to exit investments and return capital to investors who in turn, putting money back into alternatives. GPs are raising larger funds more quickly and are broadening their investment capabilities to be more relevant to their investors, which drives capital needs across their businesses. The beauty of Blue Owl is that our growth does not take away from the growth of other alternative asset managers, but in fact supports it. We grow with our peers as we lend to their portfolio companies and provide growth equity to the GPs. And we plan to continue expanding our market share, indirect lending and investing in additional premier franchises in GP solutions. Turning to the third quarter, Blue Owl’s strong results reflect continued robust growth for the firm, as gross originations reached a record $8.8 billion across direct lending. And we raised capital across fundraising channels and investment strategies. AUM grew 13% to over $70 billion quarter-over-quarter, reflecting ongoing fundraising across the platform and appreciation in GP solutions. A few weeks ago, we announced the acquisition of Oak Street, adding another market-leading scaled, yield oriented capability to the Blue Owl platform. Pro forma for Oak Street, our September 30 assets under management would be $83 billion.…

Great. Thanks, Doug. Across the industry, we are seeing accelerating use of direct lending as a solution for private equity sponsors and corporations, as they continue to see the benefits of working with one lender. Through that one relationship, borrowers find greater predictability, privacy and partnership, the three P's that make private credit a very attractive alternative to broadly syndicated markets. So zooming in a bit, we really like our market positioning of lending to upper middle market companies at scale, and believe the Blue Owl will continue to take market share over time. Turning to the third quarter specifically, as you can see on Slide 15 of our presentation, our direct lending business saw record originations of $8.8 billion, surpassing the prior record of $5.1 billion from the second quarter of 2021. Market conditions remained very supportive of M&A activity during the quarter, and this favorable environment has sustained through the first part of the fourth quarter. Although it has been just six months since the merger between Dyal and Owl Rock, we've seen concrete and positive impacts to our deal flow as a result. Direct lending ended the quarter with $34.6 billion of AUM, reflecting 11% growth from the prior quarter as a result of strong origination activity. If you go back about five years, I don't think there had been a single direct lending solution of $1 billion or greater. Year-to-date, we have signed or closed on 17 deals with facility sizes in excess of $1 billion. This clearly demonstrates how the addressable market for direct lending continues to expand, as private equity sponsors and private companies value our ability to provide bespoke and flexible solutions and certainty of execution. Performance remains very strong, with a gross IRR of 12% and a net IRR of 9% since…

Thank you, Mark. We continue to see investor interest in our GP solution strategy, which provides a balance of current income and appreciation potential tied to the continued growth of the industry. And from an investment standpoint, the pipeline remains very strong as firms in the space continue to scale and require substantial growth capital to do so. In the third quarter, we continue to form strong partnerships with top private managers including CVC. We are extremely pleased to be establishing this relationship with CVC, the culmination of six years of productive dialogue and relationship building. They are a true leader in the industry. As of today, we have invested, committed or have agreement in principle to commit approximately 65% of what we expect to raise for our GP minority equity strategy in our fifth fund. Our value proposition of providing passive equity capital to premier managers through minority stakes has continued to resonate in the market. And even in the early days of Blue Owl, the merger between Owl Rock and Dyal, we've created significant touch points that can drive incremental opportunities down the road. Our GP solutions business ended the quarter at $35.9 billion of AUM, reflecting new capital raised and appreciation across the portfolio. Performance remains very strong, with fund three marked at a gross IRR of 33% and net IRR of 25% since inception. And fund four marked at a gross IRR of 140% and net IRR of 86% since inception. What people may not realize about these IRRs is that in addition to the capital appreciation over time, investors are getting cash on cash returns on a regular basis, meaning our LPs are receiving significant amounts of income while their underlying investments appreciate. For example, as of September 30, fund three was closed only in 2016, has already returned approximately 75% of the capital contributed by the LPs in the fund, and we continue to hold the majority of our positions in each of those 10 underlying firms. We think our funds standout in this respect marrying potential for private equity returns with ongoing income generation. We raised $1.6 billion of new capital during the quarter, primarily in our GP minority equity strategy. And we remain confident in our prior capital raising expectations for this strategy. We anticipate fundraising will continue through the balance of 2021 and into early 2022. As a reminder, the revenue generation for this strategy does not depend on when the funds close, as we earn catch up fees back to October 2020. Looking ahead, we're working on a number of interesting new products and look forward to discussing in more detail on future calls. With that, I will turn things over to Alan, to discuss the financial results.

Thank you, Michael. Good morning, everyone. I'm going to start off by walking through the numbers for this quarter, and then I'll touch on a few other items. I'll be making references to pages in our earnings presentation, as Ann mentioned, so please feel free to have that available to follow along. As a reminder, the key drivers of our short and intermediate-term growth include one, deployment of capital that we've already raised as we generally earn management fees on the total assets of our funds for direct lending. Two, some of the products moving to full fees after their initial fee discount period. And three, raising new equity capital in direct lending and GP solutions. And remember, for GP solutions, we generally earn management fees on committed capital. So let's get into the quarterly results. Our third quarter reflected a continued strong deployment pace and fundraising across direct lending and GP solutions, resulting in robust AUM and earnings growth. On Slide 11, you can see adjusted revenues of $236 million, up 12%, FRE of $142 million up 9% and DE of $143 million up 32%, all compared to the prior quarter. Our third quarter was impacted by a significant tax benefit from a revenue share buyout with one of our large strategic investors that we announced in September. We expect the tax benefits to offset taxable earnings for the rest of the year. So you should not expect to see any material tax expense included in our DE results for the fourth quarter either. We announced a dividend of $0.09 per share for the third quarter. This represents approximately 85% of DE, which continues to be our dividend target. Since transaction close on an adjusted basis, our FRE margin was 61%, and we continue to target a range of…

Thank you. [Operator Instructions] Your first question comes from Alex Blostein with Goldman Sachs. Your line is open.

Hey, good morning, everybody. Thanks for the update. Maybe we could start with the retail discussion, obviously, big number in terms of fundraising in a quarter. I think I heard you guys say $500 direct lending. And, not too long ago, I think it was running at about $100 million a month, so quite a step up. So maybe just take us through what happened in the last couple of months, to drive the increase sounds like October is off to a pretty strong start as well. Is that largely coming through the open ended fund? I think it's ORCIC. And how the fee structure sort of works on this incremental capital that's coming in? Is it now based or is it on deployed capital?

Okay. Good morning, and thanks for the question. This is Doug. So let me just -- I mean, I hit on all your points, but I just want to start from the beginning, from day one. When we built our business, we built it to be retail-ready. We really wanted to be a pioneer in bringing all to retail. So I think you know this, but maybe not everyone on the phone does, we've been in the retail market for over six years. I think we've created a strong brand. We've got broad distribution, we can handle meaningful volume. And, our view is today we are becoming one of the top alternative players within retail. We've got a very big distribution network. We work with some of the largest wirehouses, independent broker dealers, RIAs, family offices. I don't know the exact number of FAs that we're touching, but I think it's over 100,000 today and growing. We've got a large team that covers those advisors, lots of sales people and support functions. We expect to grow that team modestly in the U.S. We'll talk more about this in future calls, but I think you'll see us really ramp the team in Asia and Europe. And we've already made some hires. As we said in the prepared remarks, we raised over $1.1 billion of equity across retail. So that breaks out $500 million from our direct lending, $600 million through GP solutions. And as was mentioned, pro forma for Oak Street, for the third quarter, we would have been at $1.6 billion, because Oak Street raised $500 million. Let me focus for a minute on the $500 million that you referenced that we raised in direct lending, most of that came from what we call our core income fund, which is…

And Alex, for our core income product ORCIC, we charge management fees on NAV.

Got it. Perfect. That was great. Thank you guys very much. Second question, maybe a little bit more technical in nature, but clearly the technicals around the stock continue to be so focused around the lockup. So maybe, it'd be helpful to just flush out what are the important dates investors should be mindful of when it comes to any shares unlocking post the deal closing in May? I think it's in the middle of November. But also a framework in terms of how many shares get unlocked, and how, if any offering does happen, kind of what would that could look like? Thanks.

Thanks, Alex. Really, good question. So as a reminder for everyone, we have a lock up expiration coming up next Friday, November 19. Although about 55% of our outstanding shares were coming off lockup at that time, the overwhelming majority of those shares are still sitting in private units in our structure. But I do want to provide some added transparency here since it's an important question, it's something I wanted to address. I'm going to run through a breakdown of our shares as of September 30 to map all this out. So we have about a total of a 1.4 billion outstanding shares. Of this amount, about 365 million shares are public shares, we call these the Class A common shares. These shares are either in the market currently or available for trading on November 19. And more specifically, a 170 million of the 365 million are rolling off lock up on November 19. So the rest almost 200 million shares within this 365 million are already in the market. Now the remaining outstanding shares a little over a billion shares are in private units in our structure, and we call these the common units. So let's also break this down a little more. As a reminder on a quarterly basis, our private unit holders have the ability to exchange their private units for public shares. And remember, we as the management team, we hold about 300 million shares and we're subject to a two year lockup, so we will not be part of any share sales for the foreseeable future. Separately, from these quarterly exchanges, approximately half of these private units or about 500 million shares can be exchanged at any time and become immediately available for sale. So finally, as a reminder, certain of our large shareholders have registration rights. It's possible that one or more holders may seek to do an underwritten secondary offering at some point following the expiration of the lockup. We do expect that any offering will obviously be subject to market conditions and other factors. And we expect to continue to engage with our larger shareholders to help facilitate any sales in an orderly manner.

Great. Very helpful for that. Lot more we can cover, but I'll jump back in the queue for now. Thanks.

Thank you, Alex.

And your next question comes from the line of Robert Lee with KBW. Your line is open.

Great. Thanks. Everyone, thanks for the full update and for taking our questions. I guess, maybe I'd like to ask on Oak Street a bit. You had a pretty nice -- they had a pretty nice jump in AUM, obviously, from the end of June to the end of October. And I know there's a limit to where you can say you gave some color on their inflows. But anything you could relate in terms of what's actually their current dry powder, how we should think about once they close just kind of the built in earnings, growth that's already on the platform? That is my first question.

Sure. So maybe I could just start out, this is Marc, talking about kind of the Oak Street acquisition and where we are and some of their progress, and then we can jump into a couple of numbers. So first, I think what you are seeing is what we saw in wanting to combine with Oak Street, which is really an exceptionally strong franchise with a great set of products that particularly meet the moments of the risk returns are very compelling. This is a product and the reason that we acquired Oak Street, I think is something you'll find indicative of how we think about strategy. We were not interested in growing AUM to grow AUM, we've talked about this. I think you'll continuously hear us talk in a very different way on these calls. AUM is certainly part of our business. But it's not an end state for us. We want to grow the earnings power of this business. And what we really want and we found in Oak Street was an industry-leading scale franchise in an asset class with a large addressable market. So key point there, we really want to lead in the products that we're in. The second thing, strategy that lends itself well to permanent capital and long-dated capital, and we'll talk about that in a moment when Alan comments on some numbers. But you can see that in part with the retail flows that are involved in that business as well. Three, high margin business, we like high margin growth businesses, again, that's Oak Street, and a complementary investment strategy to what we already have. And then over all of that, which will always be imperative from our point of view is a very strong cultural fit. We are trying to build a business that really has a common DNA of what we're trying to accomplish as we go forward in the next 10-years and beyond. So that's really what we saw in Oak Street, and then what we're looking for as a business that we can take, that's already doing great, and help accelerate its growth through access to the Blue Owl ecosystem, which will be a great benefit to the LPs of this case, Oak Street, but any company joined our system, and a great benefit to our shareholders. So that's really what we're trying to accomplish in [indiscernible] and Oak Street. And now to come to your question on the composition of their growth, which I think reflects the compelling nature of their products, I'll just turn it to Alan for a moment.

Thank you, Marc. Thank you, Robert. So the Oak Street business is $12.4 billion of AUM. We saw about a 15% growth quarter-over-quarter. Of the $12.4 billion, a little more than a third of that is permanent capital. And about half of the $12.4 billion is fee paying AUM. So they use leverage on their products and they charge on NAV, so that's the difference between fee paying and overall AUM.

Great. That's helpful. And then, maybe real quickly just also on in GP stakes and fund five. Can you just maybe update us to kind of where that is currently? I know you're still fundraising, but how we should think of that flowing in to fee paying in future closes? And what do you currently think, I know you're still raising this but obviously this probably accelerates the next fund? So if you can, any color you might have on how we should start thinking about that from a modeling perspective as we get late into ‘22 or ‘23 kind of what's the break you would take between fundraisings?

Thank you, Robert. This is Michael. We had a really good quarter in GP solutions. We deployed significant capital with our CVC transaction and continued very steady progress towards our target, overall, fundraise for fund five. We will continue that through the back half of this year and early into next year, a number of clients are looking at investing now out of their 2022 calendar. So we will spill over there. The fees get paid back all the way to the original closing in October of last year. So really, the timing of the dollars coming in is less relevant for this fund. But you hit on a really good question about what future fundraisers look like, we're not certain yet and not giving guidance towards it. But, we're about two thirds deployed on fund five. And that's the real measure for when the next fundraise will start. We always want to have dry powder and continue our position as a market leader in this space. So we'll keep you updated on future deployments, just go into Q4 and early next year, and that should give everybody some sense for when fund six will come.

Great. And if I could maybe just squeeze one more in, and I appreciate your patience, maybe for Alan. So just to make sure I have it clear on the lockups on the 19th there's 170 million of Class A that rolls off a lock up. And then there's 500 million that are currently in private units that will come off lock ups and can be exchanged quarterly and have registration rights. Is that kind of the right way to think of it, almost 700 million theoretically, on November 19?

I think that's the right way to think about it. The 500 million shares of the billion that are in private units, those can be exchanged at any time. So yeah, so I think you should think of it that way.

Great. Thank you so much for taking my questions.

Thank you.

[Operator Instructions] Your next question comes from the line of a Patrick Davitt with Autonomous Research. Your line is open.

Hey, guys, good morning. On retail again, so you had one wirehouse in 3Q, now two in 4Q selling the ORCIC product and volume is clearly stepped up already meaningfully. So maybe you can update us on the pipeline of adding even more wirehouses, it seems like just adding the one has already brought up the volume there pretty meaningfully, and then maybe the timing of bringing on more wirehouses?

Yeah. Hi, this is Doug. Thanks for the question. I think the way to think about it is, we expect by the middle of next year to have a very robust slate of partners selling our products. And I say products, we hope to have more than one product in the market at that point. So can't really give you an exact number. But I think if you give us six to nine months, I think we'll have a syndicate put together that will rival any of our peers. And as I mentioned, we expect the core income fund those sales to continue to increase. We are working with Dyal, we're working on other products at Owl Rock and then obviously the Oak Street product, we are really excited about. I think you know, the non-traded REIT asset class is really large. We're not sure exactly what our structure will be whether it will be a non-traded REIT or another structure. But we think there is significant retail appetite for real estate products. And we think this product, the Oak Street product will compare really favorably to what's currently in the market.

This is Marc, just a tack on to that last point. You'll remember the Oak Street product is really distinctive and part of again, why we were so drawn to Marc Zahr and the Oak Street business. Because it's in the same vein, it's in real estate and it owns the hard assets, but their tenants are investment grade counterparties with very long-dated leases. So, the nature of the stability of the income that gets generated by Oak Street is really frankly, it's in a different category from what the market has seen today in the retail side.

Great. That's helpful. Thanks. And on the new products front, I think you filed for a tech lending product similar to ORCIC recently. Could you remind us what the kind of timeline is for from filing to going live for something like that could be?

Well, right now we're focused on rolling out our second tech BDC. That's the focus. We're working with some of the wirehouses to see when and if we should roll out a perpetually offered tech product. But I think over the next couple of quarters, our primary focus will be on our new tech lending. We're fully invested in the first fund. We're getting a really good reception. And we'll have a lot more to say on that tech strategy in the next two quarters.

Great. Thanks. One quick one, if I can throw one more. The expenses I think, were a little bit higher than the most of us were expecting. Was there anything lumpy in there around the deal being closed or anything else? Or should we think about this being kind of the right run rate from here, they're going to G&A say?

Thanks, Patrick. It's a little higher than our run rate level. Taking a step back, it's hard to look at any one quarter in isolation. We had some smaller one-time items in our expense line this quarter, a little bit deal related, a little bit fundraising related. And we've been hiring in advance of our growth, and that will normalize over the next quarter or so. Pulling the lens back, I think I noted in my prepared remarks, we are certainly within our comfortable revenue range of 25% to 30%, although we're on the higher end, and I do expect that will come down. And we're on track to hit our 65% to 70% EBITDA margin target next year.

Thanks a lot.

Thank you, Patrick.

All right. And we have a follow-up question from Alex Blostein with Goldman Sachs. Your line is open.

Hey, thanks for taking the follow-up. I wanted to go back to Marc’s comments around origination, and the numbers definitely stood out this quarter, you guys did almost $9 billion of gross origination versus $5 billion, I guess, last quarter. We tend to think of just the origination volume is perhaps more of a binding constraint for growth for you guys, just given the fact everybody's chasing yield. So, impressive growth, so maybe take a step back and walk us through, the sources of acceleration sequentially, and it sounds like Q4, you're running at about a similar pace. So, is it tech? Is it the traditional BDC direct lending products? Just a little more color there, and the opportunity set would be great.

Yeah, more than happy to, and thank you again, for the time today. So we continue to see very robust growth in demand for the direct lending products. And, candidly, I think we see that very much continuing, as you said, to be specific. And Craig commented on this on the earnings call for ORCC the other day. We are seeing great strength carry forward into the fourth quarter. The third quarters volumes are obviously tremendous. But if you look at the fourth quarter, we have every reason to think it's going to be another robust quarter, maybe reference back more to Q2, than Q3, which was pretty anomalous. But the demand side of this equation is really exceptional. And I think it reflects a few things, certainly it reflects the continued adoption by the private equity community of the private solution. And, of course, the continued secular growth of the private equity funds themselves. There's what at least $1.4 trillion of dry powder in the hands of private equity firms, $400 billion raised just in the second-half. We all know what the fund flows look like, which, of course, we're the beneficiaries of on the GP stake side of our business as well. But in any case, that growth builds in the structural demand for financings. And so what we're seeing is a growth in the overall demand for financing and then growth in share for direct lending solutions. And why is that, I think there's a few things going on. One is just the ability by a handful of us to meet the largest financing needs. And part of the strategy for Blue Owl and Owl Rock from the beginning, was to be one of the few people that could be the one stop shop for any financing…

Great. Very helpful. Thanks. Last one, I promise. This one's for Alan, the revenue share stuff. There are more -- I think I heard you say there are potentially more revenue shares that could be renegotiated, the play you guys did it this quarter. Besides the tax benefit, are there any other kind of P&L or impact on pre-tax DE, we should be thinking about when things like that happen?

Great question, Alex. Thank you. We have a few small revenue shares remaining in one of the Dyal funds. And we have -- part of what we've done over the past six years is we have some seed investors in different parts of our capital structure. They come through the minority interest line. So that's already fully consolidated into our results. And I commented in my prepared remarks that, we'll continue to assess other opportunities. We just completed a buyout of our tech seed investors, which closed yesterday. So you'll see a comment in that in our queue. That just wipes out the minority interest portion that's already fully embedded in our revenues and our expenses.

Got it. Thanks again for all the time.

Of course. Thank you, Alex.

Alright. We also have a follow-up question from Robert Lee with KBW. Your line is open.

Great. Thanks for taking my follow-up. And there was a lot of questions and conversation about products and new product development. And there's a lot going on. But I'm just kind of curious, I mean, where things stand. I know you had talked in the past about your co invest, strategic capital, and I think also kind of a GP secondaries once all the firms were kind of married together. So any update on how you're thinking about that, as we start to look into 2022 and beyond, those are getting close to launch some of those products?

Thanks, Robert. This is Michael. The area of co investment in secondary are two that we feel very strongly about as the overall industry continues to evolve. I think we're seeing real structural change in the industry. And those parts of the market are right for long-term structural growth. We have alluded to in the past product development in this area. And we are getting very close to having announcements that we can [indiscernible] on the calls. But, our ecosystem across the Blue Owl platform, as Marc said, of being a capital provider from a GP solution on the far spectrum to portfolio company loan on the other end, and everything in between -- that business model is what we're executing on. And as we continue to fill in some of those product gaps, we think the ecosystem will really play to our benefit.

Great. That was it. Thanks for taking my question.

Thank you, Robert.

[Operator Instructions] All right. There are no further questions at this time. I'll hand the call back to Doug Ostrover for any closing remarks.

Well, thank you. And I just wanted to take a minute, thank everybody again for joining. I know I speak on behalf of everyone at Blue Owl, when I say we're grateful for the partnership, the support. We look forward to speaking with all of you next quarter. And thanks, again.

Thank you. And that concludes the Blue Owl third quarter 2021 conference call. You may now disconnect.