Good morning, and welcome to Blue Owl Capital Second Quarter 2024 Earnings Call. During the presentation, the lines will be in listen-only. I would like to advise the participants, this conference is being recorded. I will now turn the call over to Ann Dai, Head of Investor Relations for Blue Owl.

Thanks, operator, and good morning to everyone. Joining me today are Marc Lipschultz, Co-Chief Executive Officer; 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 statement. We'd also like to remind everyone that we'll refer to non-GAAP measures on the call, which are reconciled to GAAP figures in our earnings presentation available on the Investor Resources section of our website at blueowl.com. Please note that nothing on this call constitutes an offer to sell or a solicitation of an offer to purchase an interest in any Blue Owl fund. This morning, we issued our financial results for the second quarter of 2024 recording fee-related earnings or FRE of $0.21 per share and distributable earnings or DE of $0.19 per share. We also declared a dividend of $0.18 per share for the second quarter payable on August 30 to holders of record as of August 21. 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 Marc.

Great. Thank you very much, Ann. Blue Owl had a very active second quarter reporting another record quarter of earnings and announcing highly strategic acquisitions that further diversify our business. Over the last 12 months, we have generated 23% fee-related earnings growth and 19% distributable earnings growth from the prior year period. And since becoming a public company, we have had 13 consecutive quarters of management fee and FRE growth, highlighting both the stability and strength of our business. Our disciplined investment approach and compelling track record have appealed to a growing pool of investors looking for uncorrelated and income-driven returns. We continue to expand the types of financing solutions we offer making us an increasingly important counterparty and in conjunction, we continue to expand the range of strategies and product options we offer to our investors. Recently, we announced our intention to acquire one of the leading alternative credit managers in the market today, Atalaya Capital Management, added substantial scale to Blue Owl's alternative credit capabilities and complementing our leading position in direct lending. Atalaya brings deep expertise in asset-based finance with a strong 18-year record through market cycles, and we believe our counterparties and clients will be very excited about the platform synergy opportunities we will be able to create with the Atalaya team on board. Alternative credit is a multitrillion-dollar market where legacy participants are pulling back, and we think we have exactly the right team in place to become an increasingly significant player in the space. Looking back to when we announced the Oak Street acquisition in 2021. Oak Street's AUM was roughly $12 billion. About 2.5 years later, we have more than $28 billion of AUM in triple net lease alone and I think this is a great case study for what we hope to…

Thank you, Marc, and good morning, everyone. We're very pleased with the differentiated and strong results we continue to post quarter after quarter. As Marc mentioned earlier, we have been able to achieve 13 consecutive quarters of both management fee and FRE growth due to the durability of our asset base anchored by permanent capital and strong investor demand for the strategies we offer. Let's go through some of our key highlights on an LTM year-over-year basis through June 30. Management fees are up 21% and 92% of these management fees are from permanent capital vehicles. FRE is up 23% and DE is up 19%. As you can see on Slide 12, we raised $5.4 billion of equity in the second quarter and $19.2 billion of equity for the last 12 months. I'll break down the second quarter fundraising numbers across our strategies and products. In credit, we raised $3.4 billion, $2.4 billion was raised in our diversified and first lien lending strategies, of which $1.7 billion came from our nontraded EDC, OCIC, double what we raised in the second quarter of 2023. Inclusive of the July 1 close, we have now raised over $12 billion for OCIC since inception. The remainder was raised across software lending, liquid credit, and strategic equity. In GP strategic capital, we raised $1.3 billion across our large cap strategy and co-invest vehicles. And in real estate, we raised over $650 million, primarily in rent or perpetually offered net lease products. We're pleased with the increasing breadth of fundraising across strategies and products, which will continue to expand with our new insurance solutions offering and the Prima and Atalaya acquisition. Prima closed in June, adding approximately $11 billion to AUM and in early July, our acquisition of Kuvare Asset Management also closed, adding approximately $20…

[Operator Instructions] Our first question comes from the line of Alex Blostein with Goldman Sachs.

So first question maybe on the deployment opportunities in private credit and direct lending, very big step up in the quarter on gross originations and net as well and that's obviously despite a fairly high level of syndicated market activity as well as higher refi volumes across the industry. So maybe talk a little bit about how broad-based was the deployment you saw this quarter. Anything in particularly kind of lumpy that you would call out? And I guess how would you characterize gross and net deployment backdrop for the rest of the year?

Thanks, Alex. Look, it's a great environment for direct lending. And actually think this quarter is very revealing about the power of the model. Given this is also a time where the syndicated market is as open as it's ever been, and PE activity remains actually, I think, by our collective measure tepid relative to the dry powder. That's the backdrop. And yet, as noted, it was by far our biggest origination quarter. And I take those three together, and I would actually say, yes, that is meaningful, which is to say, no, there are not sort of special onetime items, if you will, in the ultimate net originations number. There's a lot of broad activity. We thankfully have a combination of add-ons which, of course, are proprietary. People that are assets that are being sold and were the incumbent, and that often gives pretty proprietary angle on things. And then, of course, just new investments and we are, I think, well-positioned to continue to do very well in that marketplace. So I look at this quarter as a pretty strong indicator going forward and every quarter will vary based on indeed the exact volume, what we choose to do. But I think what we can read from this is the continued demand for direct lending by users of capital is extremely strong even when the syndicated market is widely available. And I think that's actually a really meaningful data point because people have always sort of overread this idea that all it's when the market's close, then direct lending is a solution. I think what we're seeing is the extreme durability of having long-term capital to provide long-term solutions and deliver the 3Ps: predictability, privacy, and partnership, to the users of the capital. The part that I think gets us excited, and again, I'm not trying to time the moment this happens. But starting from what we just said, there are a few things going on. One, as I just said, there is the relatively tepid PE activity. That will pick up. There's a huge amount of dry powder as we all know. It will get deployed. And we can read from this quarter that whether the syndicated market is wide open or not, direct lending gets a big piece of that. Well, at some point, either we're going to have a less active syndicated market, that's escapable at some point, given the relative strength today. And we're going to have a more active PE market. So combine that with what we're seeing in this environment, that's a very robust outlook from our point of view. And I want to add one more cherry to that, a slight moderation in interest rates, which seems to be forthcoming, will be good. I mean, really good for continued accelerated interest by people and doing financings and doing deals. So, yes, we're feeling like it's a pretty good moment. Thanks, Alex.

And our next question comes from the line of Brian Mckenna with Citizens JMP.

Okay. Great. Thanks. So just a question on all the recent M&A you've done. Strategically, all these deals make sense and round out the capabilities across the firm. But how should we think about the incremental growth from these deals relative to the legacy Blue Owl growth rate? It would seem like the revenue opportunities for all of these are quite a bit better than their legacy historical growth rates similar to the outcome with Oak Street. So I'm just trying to figure out if these deals will ultimately be accreted to the termite growth rate of Blue Owl over time?

So the acquisitions, of course, you observed, have been really important parts of our strategy. And I think it's important to make two core observations before we get into the sort of specifics of the actual underlying businesses. The acquisitions in the context of Blue Owl are really people not selling to us but joining us. And we said -- I said this in my remarks a moment ago, but it's really important framework when you think about what Blue Owl is doing. What we have done before and are continuing to do is say, look, where there are best-of-breed investment capabilities and there's a great fit between that organization and ours and those leaders and our leadership group then we can make overly use one plus one equal -- I'm not going to use three, I think it's four and five. We're going to really try to combine not change the world-class investment capabilities, but be able to bring our infrastructure and kind of, if you will, the origination synergies, the intellectual capital synergies between the businesses and it works. Look at Oak Street. Oak Street, at the time we announced it had $12 billion of AUM, today, $28 billion of AUM and we have dramatically increased the amount of permanent capital. We have created the wealth product. We've had a record -- the largest real estate fund ever completed last year was in our product suite. So I think we've seen that we know how to bring these world-class capabilities together with the Blue Owl platform, and that's a winner for our LPs and a winner for our shareholders. So that's sort of, I think, key observation -- well, two observations really, which is joining, not selling. We are buying things in an auction and someone exits, they…

Brian, to broaden that a little bit, we -- I talked in my prepared remarks about the few things left for our -- in and around $1 a share goal. And now as Marc's talking about, now everything else, all the things we've talked about this year so far on the road when we're meeting with our investors are all growth initiatives beyond 2025. How do we keep this industry-leading growth level well, well beyond this in and around $1 a share goal? So you sprinkle in these acquisitions, very targeted focused acquisitions. We're going to continue to grow inorganically, but then you layer in the organic growth to talk about our credit products, our evergreen diversified lending strategy, our evergreen first lien fund strategy, our health care vertical, our GP-led secondary product. And then you add in some real estate products or European triple net lease, which is getting really good traction are growing our real estate finance products and potentially gearing up, as I said, by the end of next year for our real estate Fund VII. And as Marc said, Fund VI, we had a record year with where we ended up with Fund VI. And then our new mid-market GP stakes product. So when you layer in the organic and inorganic growth. This is what we've been talking about all year. How do we really keep that industry-leading growth level well around 2025?

Next question comes from the line of Glenn Schorr with Evercore ISI.

So maybe another angle on the deal activity. So I agree, Oak Street seems to be textbook purchase integration and accelerated growth story. When you think about just -- you just did three deals in a reasonably short period of time, is something different in the deal environment that has brought these companies to your doorstep and why? So I want -- asking about what's going on with the deal environment? And two is history hasn't been great in asset management land for companies to buy a bunch of other companies, half leaving alone, half levered them. It usually hurt margins. And eventually, you had some grew, some didn't. It's a bad -- it leaves a bad taste in investors' mouth. I think that the underlying growth of the alternatives backdrop is significantly better than what we're looking at. My question is, how do you make sure you integrate enough that you are one firm enough that you lever the brands and the best things and don't learn -- or do learn from the mistakes of the past -- of the traditional asset managers.

Sure. So these coming together in this form, I think mostly we ought to look at as just a reflection of the right opportunity at the right time. These are businesses that came to us. These are one-off as we noted. So this is really about finding strong partnerships and I think that does start to address this question of how do you get the best of both worlds. This is us working in tandem with the leadership team of Prima, working in tandem with the leadership team of Atalaya continuing in our partnership with Kuvare remaining in the insurance business and remaining a strategic partner to us, we're providing asset management services. So I think the key for us here is, these are one-off opportunities that are about joining us, and we assess that not just on, is it a good strategy and is it a world-class team at investing, but is it a tremendous fit for our firm? And I can tell you the cultural assessment we go through when we think about something like a Prima or Atalaya is as important as the financial assessment. And I can tell you, by the way, it’s (indiscernible). These are great people and they are very much a part of the Blue Owl, as we talked about, everyone is going to wear the Blue Owl jersey and that is how we work. This is not a constellation of activities. It's absolutely one firm. That's how we operate. But what we don't change is the success of the investment strategies and that's been the model for direct lending. It's been the model for GP States. It's been the model for Oak Street. So actually, it's been done multiple times for us here, how to get the best of investment performance with the full integration of the businesses into the firm. So I have to say we feel very good about the muscles we have built for that, and everything is moving along in the right direction. So I would tell you we're feeling like we understand very much the questions, the caution, if you will, that you're noting in any M&A and M&A and financial services. But in this case, Oak Street to me is a much better template to look at. In fact, because that's actually ours, actually a very analogous sized business, actually an analogous set of circumstances where the senior leadership team came and joined this firm to be a part of the leadership of Blue Owl then sell to this firm.

Our next question comes from the line of Patrick Davitt with Autonomous Research.

I think the management fee trend in the quarter was probably a little disappointing relative to the very positive FP AUM inflow and AUM surprise. So were there any timing issues with like big deployments skewing later in the quarter that maybe aren't showing up in the full quarter? And if so, maybe to level set, do you know what the run rate for management fees would have been with the full quarter of all those, a full quarter of Prima, et cetera?

Thanks, Patrick. I don't have the run rate on -- off the top of my head. I could tell you that we had some closings at the very end of the quarter, so didn't really have any time to accrete in for the quarter. And in 1Q, we had some small catch-up fees, both in real estate and in GP stakes that elevated just slightly 1Q's numbers.

Our next question comes from the line of Craig Siegenthaler with Bank of America.

We wanted to come back to Alan's margin commentary near the end of the prepared remarks. So with the 2025 FRE margin now at 57% to 58% longer term as you scale digest these mergers. Where do you see the long-term target? Is that still 60% or maybe a little higher? How should we think about that?

[Audio Gap] potential growth numbers over the next few years, and it fits a very strategic area for us and a very big addressable market, as Marc was talking about. So let's talk for a minute about what are we creating here? When I look backwards just for a minute and I look at our management fee growth for our real estate business. On an LTM basis, since we acquired the Oak Street business, we haven't had a quarter go by where we haven't had 50% growth on an LTM basis in management fees there and overall Blue Owl, we haven't had a quarter go by, that's been less than 20%. And when you take that up to the Blue Owl FRE revenues, we haven't had a quarter go by that's been lower than 25% revenues. And so that's looking backwards, what we've created. Now looking forward, when you think about the things that we have out there, AUM not yet paying fees, GP stake 6 fundraise, the CIC and TIC fundraises over '24 and '25, and then the BDC step-ups in fees. That's another $1 billion of revenue from where we were at the end of 2023. So that's a 60% growth just from those few things, and that doesn't include all the other things that I just rattled through in a previous question about growth initiatives beyond 2025. When I think about fundraising, we think we're going to almost double our equity fund raise versus where we were last year. And so what we're doing, it's working. We're reinvesting back into our business. It's fueling industry-leading growth and it's accelerating between now and the end of 2025. So when you think about that 25% revenue number we just posted on an LTM basis, that growth, we think, will accelerate to approaching 30% growth for this year and for next year. And again, I wouldn't change the longer-term 60% FRE margin. Thanks, Craig.

Our next question comes from the line of Steven Chubak with Wolfe Research.

So I wanted to ask a question on Part 1 fees. Just given the expectation for rate cuts on the horizon, loan spreads tightening over the last 12 months, there's some concern that Part 1 fees could come under greater pressure as the higher-yielding back book begins to roll off. Recognizing there's going to be a meaningful offset from ramping deployment activity, and certainly, the comments there were quite constructive, but I was hoping to get just a mark-to-market for where current origination yields sit today relative to the back book? And maybe just speak to the ability to defend, I guess, what would now be a high 50s FRE margin in '25 amid deeper rate cuts and spread contraction?

Sure. Thanks for your question, Steven. Look, we have a BDC business that continues to grow. And so yes, as rates come down, we will see some pressure on Part 1 fees. We also see, from a number of perspectives, Part 1 fees going up. So we still have our software lending to BDC that's not fully deployed as we continue to deploy that capital. Part 1 fees are going to continue to go up vis-a-vis the prior quarter and we still have some ways to go to fully deploy that capital. We still have two BDCs, and we'll continue to have two BDCs, OCIC and OTIC, that are fundraising at very strong levels today, and we'll continue to for everything that we see on the go forward. So we will continue to see Part 1 fees stepping up quarter-over-quarter as it relates to our fundraising efforts and these continually offered products.

Our next question comes from the line of Crispin Love with Piper Sandler.

Can you just give us an update on credit quality across the portfolio what you're seeing? Are you seeing any degradation in the portfolio? And then when you look at Pluralsight specifically, how confident are you that is a one-off in the portfolio versus the potential for other credit stress elsewhere?

Yes, credit quality is very good. This is a strong environment. Our portfolio on average grew EBITDA in the teens, mid-teens. So we continue to see a very strong overall performance. We have not seen any material change in amendment requirements or requests or changes in demand for payment in kind if they were cash-paid before running down the revolvers. And look, we will always have one-off companies that have some -- their challenges, That's, of course, the nature of the beast. We fortunately, as I described, look, we have a pretty simple system in theory, very complicated in execution, which is to find through rigorous work great companies that are very likely to perform really well and the handful of times, they don't perform well, make sure we get a strong recovery. And so that actually leads us right to put overall credit quality continues to march on very, very steadily and very well. In terms of Pluralsight, look, Pluralsight, it's probably worth commenting on one thing. We care a lot about Pluralsight's performance and every credit and ultimately, every recovery. For the Blue Owl shareholder, again, let's remember, we're a fee-based business. So, really, the underlying yields of the funds are not really directly a part of the Blue Owl business. We get fees, we don't have to carry. So I just want to put that again as a flag. Now we care a tremendous amount about the performance. Also context, just let's -- for those of you who don't know. Pluralsight is an IT training business that was bought by Thoma Bravo and that we led the financing of with several other private lenders. Very sorry, Vista, apologies. It is not a software business, just to make sure we're all clear on where it lands but look, Vista is a great sponsor, made a lot of great investments, and we do a lot of business together. This one didn't work. I mean, obviously, that's disappointing to them. It's disappointing to us. It's not where we all like to be. So, at the end of the day, a small loan. It's a little over $300 million out of our almost $100 billion portfolio and now we'll end up owning it without lot of string and drag, again, it's not what Vista or we wanted to be the outcome. But actually, it's kind of a study in private lending working, which is here will be a smooth handoff I expect, and we'll carry on in supporting the management and the business and stay tuned for the next few years, and we'll find out what the exact recovery is. Do we get all our money back, do we get most of our money back? We'll all find that out together in the next few years but that's the limit of the drama. It just doesn't really matter to our business. And no, I don't think you can extrapolate anything from it.

Our next question comes from the line of Brennan Hawken with UBS.

Alan, I wanted to follow-up on -- and apologies if you hit on this, my line cut out a bit during your response to the question on the margin outlook. But it seems as though the margin compression is impacted by some of the deals that you guys have recently done. And you also reiterated your confidence to be at or around the dollar dividend. And so is the bridge there better revenue growth? And can you just confirm whether or not some of the recent deals are really what's pulling down the margin have been anything beyond that would be ideal?

Yes. That's right, Brennan. Thank you for the question. The -- in particular, the Atalaya transaction has the -- Atalaya as a business has roughly half the margin that we do. We know we can grow this over time. We just don't know yet whether we can get it up to the same margin as where we are today and we're investing in these acquisitions. So as I outlined what we did with Oak Street. So we could have some slight downward momentum before it swings back up, but we feel very confident and very strong about the long-term trajectory of keeping that 60% or higher margin over time and it is driven by the acquisitions that we're making and the investment we're putting into these acquisitions.

Our next question comes from the line of Bill Katz from TD Cowen.

I just want to unpack the dividend a little bit further. So you affirmed the $0.72 this year and you think you can grow that in the low- to mid-30% range year-on-year, and it does sound like top-line driven. So if I take 35% as a reasonable proxy, it get about $0.97. And so as I look at the year-to-date dynamics between distributable earnings and the dividend, the payout rate has been about 100% round numbers. So I'm wondering if you could just talk about the algorithm in terms of capital allocation and the import on the dollar and is there a broader argument here to potentially move away from a dividend growth story and think about a broader capital return opportunity?

Sure. Thank you, Bill. So that's right. We're targeting a low to mid dividend growth for 2025 versus 2024. That low to mid will put us somewhere around the $0.96. That is a -- approaching if not 100% dividend payout ratio, that's really what we've been communicating to investors, it's where we've seen this year will step up to a 90%, low 90s percent payout ratio. And then we would look to bring that back down over time as we get past 2025. So we've continued to keep our eye on that in and around the dividend in and around the $1 share dividend goal. And then over time, we'll bring that payout ratio back down a little bit. [Audio Gap]

Patrick, I think you're on for a follow-up.

Kuvare, just closed on July 1. Could you update us on how we should think about kind of the regular way annuity-type quarterly inflow you'll start to see from that given the kind of ongoing annuity issuance from the insurance partner there?

Yes. The Kuvare acquisition is a very exciting one for us, and I want to reframe importantly what we did buy and what we didn't buy. So we bought the Kuvare Asset Management business. Getting paid fees to manage assets in fashions that are packaged delivered both in terms of abilities and structures for insurance companies. We did not buy the insurance operations. We are not in the insurance business. We don't have spread-related earnings concept. We continue to have fee-related earnings. That's very important to our business model. So Kuvare remains very active in the insurance business and very successfully so. That is to say that they continue to be very successful in issuing annuities. They have been, in fact, for an insurance company their size, I think it's quite impressive what they've accomplished in terms of access, for example, to the Japanese market. In 2023, there was $5.6 billion of flows. The expected growth rate this year has been higher for them to total originations. They have had a good strong start to the year. So we continue to expect -- again, that was 2023, and we're rising from there. So this is something that will be contributing over time done the way we expect it will, billions of dollars of flows for us on an annual basis and in fact, on a quarterly basis. So we are very happy to have this additional leg to our stool, along with being one of the key leaders in wealth. Remember there, we had $3.2 billion in the wealth channel, institutional, great continued growth in institutional and access to new accounts, and now we add insurance, where we have another set of flows, started off of this base of $20 billion of assets we just took. And as you note in your question, as there are inflows, those come to us to manage. So this is yet another engine for us to continue to originate exactly what we want, which are long-dated, fee-paying assets. So the insurance addition married, as I mentioned, with these other capabilities that, by the way, not a coincidence, that's something like Prima and asset-backed lending are perfect strategies for insurance users. I think we're going to have something pretty special to offer out to the marketplace.

And our next question comes from the line of Brennan Hawken with UBS.

I would just like to make sure I understand what -- make sure I'm putting together the pieces correctly here. It seems like what's happened is you guys have had some good deals come together and you've done several deals rather quickly. You're realizing it's going to probably take a little bit longer to get all of these pieces put together. And so we're going to see some margin compression next year. You guys still feel good about the dividend and getting to the dividend, but you're kind of getting there via the higher payout ratio. And so it's more driven by that ratio rather than the earnings growth. Do I have that right? And -- or would you course correct me in anything there?

Yes. Let me try to course correct a little bit, and Alan can add too. It's not that it's more complicated to integrate. It's not that it's anything unexpected, it's math. If you acquire at the time, a lower margin business, it's going to, for some short period of time, be an impact to margins until we complete as planned, the full integration and then continue to optimize across the whole integrated business. So it's -- I don't want to say anything about a change in expectations. But again, if I acquire something, which we do with a lower margin and integrate and then operationalize, will return, we expect fully to our 60% plus margin, but it will be essentially a near mathematical impossibility to buy something with a meaningful lower margin and not have it in the short term impact the margin. So no, I think it's pretty transitory, but I also would emphasize. From our point of view, and I would suggest from our investors' point of view, what you want to do is continue to encourage us and focus, we will on how do we continue to deliver very high predictable growth in FRE and dividend. And margin is -- it's obviously a measure of, obviously, the profitability, but we'd rather have more revenue and have more growth and more opportunity, whether that absolute -- what we want to do is drive absolute dollars. It happens to be the case that here, we expect this to be, yes, a short-term dilution from acquisitions and return to the 60% plus but I actually don't think that ought to particularly be the measure of success. The management success, are we substantially growing our per share absolute FRE, DE and dividend, and that's exactly what these acquisitions are augmenting for us in the short term and absolutely positioning us for the long term.

And I'll just add to that, Brennan, the guidance of low to mid-30s dividend growth is right on top of our in and about $1 a share that we've been talking about, obviously, well before we had our eye on, frankly, any of these acquisitions. And let's just pick 96, if 96 is the number. That's -- I made this comment in my prepared remarks, it's a 30% CAGR over 4.5 years for our dividend. So we feel fantastic about that. We feel really great about it, and we feel even better about what our future trajectory looks like for growth as we talked about well beyond 2025.

Okay. I don't think we have any further questions. So look, we appreciate everyone's time. It was an exceptional quarter. I mean we are really pleased with where things stand. We're pleased, most importantly, with the returns for our LPs and all of our strategies. We're extremely pleased to be here telling you, the second versus same is the first, which is we keep delivering, marching forward our 13th straight quarter of increases. We see our continuing trajectory looking very bright. With the acquisitions, we have set the stage, which, of course, we'll talk about in much more detail in the future, set the stage to continue our highly predictable and stable growth plan and our very strong steady march on FRE, DE and dividends. So we're very happy with where things stand. We think we've got very exciting opportunities had. So we look forward to keeping you all posted. And we think you'll all share our enthusiasm as you start to see us reveal the positives of what we can develop out of our continuing organic strategies and these inorganic additions.

Thank you, everyone. Enjoy the rest of the summer.

The meeting has now concluded. You may now disconnect.