Blue Owl Capital Inc-A美股招股说明书(2026-08-13版)

Blue Owl Finance LLC 6.750% Senior Notes due 2036 Fully and unconditionally guaranteed, as described herein, byBlue Owl Capital Inc.Blue Owl Capital GP Holdings LLCBlue Owl Capital GP LLCBlue Owl Capital Holdings LPBlue Owl Capital Carry LPBlue Owl Capital Group LLCBlue Owl GPSC Holdings LLCBlue Owl Capital GP Holdings LPBlue Owl GP Stakes GP Holdings LLCBlue Owl Real Estate Holdings LPBlue Owl Real Estate GP Holdings LLCBlue Owl Capital Holdings LLC Interest payable on February 18 and August 18, commencing February18, 2027. Blue Owl Finance LLC (the “Issuer”), an indirect subsidiary of Blue Owl Capital Inc., is offering $750,000,000 aggregate principalamount of its 6.750% Senior Notes due 2036 (the “notes”). The notes will be fully and unconditionally guaranteed on a joint and several basis by eachof Blue Owl Capital Inc., Blue Owl Capital GP Holdings LLC, Blue Owl Capital GP LLC, Blue Owl Capital Holdings LP, Blue Owl Capital Carry LP,Blue Owl Capital Group LLC, Blue Owl GPSC Holdings LLC, Blue Owl Capital GP Holdings LP, Blue Owl GP Stakes GP Holdings LLC, Blue OwlReal Estate Holdings LP, Blue Owl Real Estate GP Holdings LLC and Blue Owl Capital Holdings LLC and any other entity that is required to become aguarantor of the notes as provided under “Description of Notes—Guarantees” (collectively, the “Guarantors”). The Guarantors, including Blue OwlCapital Inc., are holding companies, and the notes are not guaranteed by any fee generating businesses or funds of Blue Owl Capital Inc. The Issuer is anindirect finance subsidiary of Blue Owl Capital Inc. and has no material business activities other than as a finance subsidiary. The notes will mature onAugust 18, 2036. We intend to use the net proceeds from this offering to repay a portion of outstanding borrowings under our Revolving Credit Facility (asdefined herein). See “Use of Proceeds.” The Issuer may redeem the notes prior to maturity in whole or in part, at any time and from time to time, at the applicable redemption priceas described in this prospectus supplement under “Description of Notes—Optional Redemption of the Notes.” Upon a Change of Control RepurchaseEvent (as defined in “Description of Notes—Offer to Repurchase Upon a Change of Control Repurchase Event”), the Issuer will be required to make anoffer to repurchase all outstanding notes at a repurchase price in cash equal to 101% of the principal amount of the notes, plus accrued and unpaidinterest, if any, to, but not including, the repurchase date, as described in this prospectus supplement under “Description of Notes—Offer to RepurchaseUpon a Change of Control Repurchase Event.” Table of Contents The notes and the guarantees will be the Issuer’s and the Guarantors’ respective direct, unsecured and unsubordinated obligations and willrank equally in right of payment with all of their respective existing and future unsecured and unsubordinated indebtedness and senior to any of theirrespective subordinated indebtedness and will be effectively subordinated to all of their respective secured indebtedness to the extent of the value of theassets securing that indebtedness, and will be structurally subordinated in right of payment to all existing and future indebtedness, liabilities and otherobligations of each subsidiary of the Issuer and the Guarantors that is not itself the Issuer or a Guarantor. The notes will be issued in minimumdenominations of $2,000 and in integral multiples of $1,000 in excess thereof. We do not intend to list the notes on any securities exchange. For a more detailed description of the notes, see “Description of Notes.” Investing in the notes involves risks that are described in the “RiskFactors” sections in this prospectus supplement beginning onpageS-8and in the accompanying prospectusand in the other documents filed by us with the Securities and Exchange Commission (the“SEC”) that are incorporated by reference herein and in the accompanying prospectus. None of the SEC, any state securities commission nor any other regulatory body has approved or disapproved of these securities ordetermined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminaloffense. The underwriters expect to deliver the notes to purchasers through the book-entry delivery system of The Depository Trust Company(“DTC”), including its participants Clearstream Banking, société anonyme, or Euroclear Bank S.A./N.V., on or about August 18, 2026. BofASecurities MorganStanley BMOCapitalMarketsMizuhoMUFGNatixisTDSecurities Table of Contents TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTMARKET AND INDUSTRY DATA AND FORECASTSCAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSCERTAIN DEFINITIONSSUMMARYRISK FACTORSGUARANTOR DISCLOSURESUSE OF PROCEEDSCAPITALIZATIONDESCRIPTION OF OTHER INDEBTEDNESSDESCRIPTION OF NOTESBOOK-ENTRY, DELIVERY AND FORMMATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIO