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## Executive Summary Alternative asset manager **Blue Owl Capital (OWL.N)** has canceled the proposed merger of two of its private credit funds following significant market backlash and investor concerns over potential losses. The decision, which came after the firm's stock price fell sharply, has intensified scrutiny on the rapidly growing private credit market and exposed potential liquidity vulnerabilities within funds backed by retail investors. ## The Event in Detail The proposed transaction involved merging the non-traded business development company, **Blue Owl Capital Corp II**, into its larger, publicly traded counterpart, **Blue Owl Capital Corp (OBDC.N)**. Concerns arose after reports, including one from The Financial Times, suggested that investors in the private fund could realize paper losses on their investments at current valuations. The market reaction was immediate and negative. Following the merger announcement, shares in **Blue Owl (OWL)** slumped by approximately 6%. After the firm initially blocked investors in the private fund from redeeming shares until the deal was completed, its stock fell a further 3.6% to $13.40. In response to the market turmoil and investor feedback, Blue Owl ultimately terminated the merger plan. The company has since stated that **Blue Owl Capital Corp II** will allow investor redemptions in the first quarter. ## Market Implications The aborted merger highlights significant liquidity pressures within the private credit space. **Blue Owl** had already faced a surge in redemption applications, approving approximately $60 million in the third quarter, which reportedly exceeded its preset limits. The cancellation now places further pressure on the firm to manage investor withdrawals from its private fund. This event serves as a cautionary tale for the broader market, where private credit has been a significant source of financing for major initiatives, including AI infrastructure. The incident may lead to increased investor skepticism and regulatory scrutiny of an industry that has seen explosive growth, particularly among retail investors who are increasingly being directed into these complex, less liquid assets. ## Expert Commentary While Blue Owl has not issued detailed public commentary beyond the cancellation announcement, the market reaction provides a clear verdict. The sharp sell-off in **OWL** stock indicates a lack of investor confidence in the proposed merger structure. Financial watchdogs and ratings agencies like Moody’s and Fitch have previously warned of rising credit-quality pressure and risks associated with the rapid evolution of private credit. This event validates those concerns, particularly regarding valuation transparency and liquidity mismatches between public and private investment vehicles. ## Broader Context The Blue Owl episode is a significant development for the trillion-dollar private credit market, which has expanded by attracting capital from both institutional and retail investors. The incident underscores the potential conflicts and structural risks when attempting to merge illiquid private assets with publicly traded entities. As the market matures, this event is likely to become a key case study for regulators and asset managers on the importance of transparent valuations and robust liquidity management, especially as more retail capital flows into the sector. The turmoil may also create a divide between private credit firms, separating those with resilient structures from those with vulnerabilities.

## Q3 2025 Earnings Fall Short as Strategic Merger Unveiled **Blue Owl Capital Corporation (OBDC)** announced its third-quarter 2025 financial results, reporting earnings per share (EPS) of **$0.37**, which missed analyst consensus estimates by **$0.02**. Concurrently, the company's revenue for the quarter reached **$453.07 million**, an 11.58% increase year-over-year, but still **$13.50 million** below expectations. This earnings report coincided with a significant corporate development: the announcement of a definitive merger agreement between OBDC and **Blue Owl Capital Corporation II (OBDC II)**. ## Merger Agreement Details and Financial Outlook On November 5, 2025, Blue Owl Capital Corporation and Blue Owl Capital Corporation II issued a joint press release detailing a merger agreement wherein OBDC will acquire OBDC II. The transaction is structured with OBDC as the surviving entity, subject to the necessary shareholder approvals from OBDC II and other customary closing conditions. The boards of directors of both companies have unanimously approved the agreement, with the closing anticipated in the first quarter of 2026. This strategic merger is poised to expand OBDC's investment portfolio by an estimated **$1.7 billion** in investments at fair value, bringing the combined portfolio to approximately **$18.9 billion** across 239 portfolio companies. The combined entity is expected to maintain its focus on senior secured investments, with 80% of its portfolio in this category and only 1.3% of pro forma investments at fair value on non-accrual. Approximately 98% of OBDC II's investments overlap with those of OBDC, suggesting a high degree of integration potential. Shareholders of OBDC II will receive newly issued shares of OBDC based on an exchange ratio determined prior to closing, tied to each company's net asset value (NAV) as of a mutually agreed Determination Date. The merger is intended to qualify as a tax-free "reorganization." Beyond portfolio expansion, the merger is projected to yield annual savings of **$5 million**. Furthermore, on November 4, 2025, OBDC's board of directors approved a new share repurchase program, authorizing the company to repurchase up to **$200 million** of its common stock through open-market transactions over the next 18 months. ## Market Reaction and Broader Context The dual announcement of missed earnings and a strategic merger has created a mixed sentiment in the market. While the earnings and revenue miss could exert negative pressure on **OBDC**'s stock price, the merger introduces a layer of strategic growth and potential efficiencies. The significant increase in the investment portfolio and anticipated cost savings could be viewed positively in the long term, offsetting some of the short-term earnings disappointment. Financially, **OBDC** exhibits strong profitability, as evidenced by a net margin of 90.18%. However, the company has experienced a three-year revenue growth decline of 1% and a 15.6% decline in earnings growth over the past year. The balance sheet indicates a debt-to-equity ratio of 1.2, signaling a notable level of leverage. Despite these points, **OBDC**'s valuation metrics, including a P/E ratio of 8.46, P/S ratio of 7.67, and P/B ratio of 0.85, are currently near historical lows, potentially suggesting undervaluation to some investors. Analysts have set a target price of **$15.38** for **OBDC**, with a recommendation score of 1.8, indicating a generally favorable outlook. ## Looking Ahead Investors will closely monitor the progression of the **OBDC** and **OBDC II** merger, particularly the finalization of the exchange ratio and the successful navigation of shareholder and regulatory approvals. The expected closing in the first quarter of 2026 will be a key milestone. The realization of the projected **$5 million** in annual savings and the execution of the **$200 million** share repurchase program will also be critical factors influencing **OBDC**'s performance and investor confidence in the coming periods.