Prospectus

Maximum Offering of 160,000,000 Shares of Common Stock

We are a Maryland corporation formed on October 15, 2015. We are an externally managed, closed-end management investmentcompany that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, asamended (the “1940 Act”). We are managed by Owl Rock Capital Advisors LLC (“the Adviser” or “our Adviser”), which is registered as aninvestment adviser with the U.S. Securities and Exchange Commission (the “SEC”). We also have elected to be treated for federal incometax purposes, and intend to qualify annually, as a regulated investment company (a “RIC”) under the Internal Revenue Code of 1986, asamended (the “Code”).

Our investment objective is to generate current income, and to a lesser extent, capital appreciation by targeting investment opportunitieswith favorable risk-adjusted returns. Our investment strategy focuses primarily on originating and making loans to, and making debt andequity investments in, U.S. middle-market companies. We invest in senior secured or unsecured loans, subordinated loans or mezzanine loansand, to a lesser extent, equity-related securities which include common and preferred stock, securities convertible into common stock, andwarrants. We define “middle-market companies” to generally mean companies with earnings before interest expense, income tax expense,depreciation and amortization, or “EBITDA,” between $10 million and $250 million annually and/or annual revenue of $50 million to$2.5 billion at the time of investment. We may on occasion invest in smaller or larger companies if an attractive opportunity presents itself,especially when there are dislocations in the capital markets, including the high yield and large syndicated loan markets, which are oftenreferred to as “junk” investments. Our target credit investments will typically have maturities between three and ten years and generallyrange in size between $10 million and $125 million, although the investment size will vary with the size of our capital base. Prior to raisingsufficient capital, we may make a greater number of investments in syndicated loan opportunities than we otherwise expect to make in thefuture.

We are offering on a best efforts, continuous basis up to 160,000,000 shares of beneficial interest of our common stock at a currentprice of $9.05 per share through Owl Rock Capital Securities LLC (d/b/a Owl Rock Securities), our dealer manager (“our Dealer Manager”or “the Dealer Manager”). There is no public market for our shares. The minimum permitted purchase by each individual investor is $5,000 ofour common stock. As of June 23, 2020, we have issued 126,978,830 shares of our common stock for gross proceeds of approximately$1.17 billion, including seed capital contributed by our Adviser in September 2016 and approximately $10 million in gross proceeds raised ina private placement from certain individuals and entities affiliated with our Adviser.

• You should not expect to be able to sell your shares regardless of how we perform.• If you are able to sell your shares, you will likely receive less than your purchase price.• We do not intend to list our shares on any securities exchange for what may be a significant time after the offering period, and we do not

expect a secondary market in our shares to develop.• We have implemented a share repurchase program pursuant to which we intend to continue to conduct quarterly repurchases of a limited

number of outstanding shares of our common stock. Our board of directors (our “Board” or “the Board”) has complete discretion todetermine whether we will engage in any share repurchase, and if so, the terms of such repurchase. We intend to limit the number of sharesto be repurchased in each quarter to the lesser of (a) 2.5% of the weighted average number of shares of our common stock outstandingin the prior 12-month period and (b) the number of shares we can repurchase with the proceeds we receive from the sale of shares of ourcommon stock under our distribution reinvestment plan. While we intend to continue to conduct quarterly tender offers as describedabove, we are not required to do so and may suspend or terminate the share repurchase program at any time. For more informationregarding the limitations in respect of the share repurchase program, see “Share Repurchase Program.”

• You should consider that you may not have access to the money you invest for an indefinite period of time.• An investment in shares of our common stock is not suitable for you if you need access to the money you invest. See “Suitability

Standards” and “Share Liquidity Strategy.”• Because you will be unable to sell your shares, you will be unable to reduce your exposure in any market downturn.• Distributions on our common stock may exceed our taxable earnings and profits. Therefore, portions of the distributions that we pay

may represent a return of capital to you. A return of capital is a return of a portion of your original investment in shares of our commonstock. As a result, a return of capital will (i) lower your tax basis in your shares and thereby increase the amount of capital gain (ordecrease the amount of capital loss) realized upon a subsequent sale or redemption of such shares, and (ii) reduce the amount of fundswe have for investment in portfolio companies. We have not established any limit on the extent to which we may use offering proceeds tofund distributions.

• Distributions may also be funded in significant part, directly or indirectly, from (i) the waiver of certain investment advisory fees, thatwill not be subject to repayment to our Adviser and/or (ii) the deferral of certain investment advisory fees, that may be subject to repaymentto our Adviser and/or (iii) the reimbursement of certain operating expenses, that will be subject to repayment to our Adviser and itsaffiliates. Significant portions of distributions may not be based on investment performance. In the event distributions are funded fromwaivers and/or deferrals of fees and reimbursements by our affiliates, such funding may not continue in the future. If our affiliates do notagree to reimburse certain of our operating expenses or waive certain of their advisory fees, then significant portions of our distributionsmay come from offering proceeds or borrowings. The repayment of any amounts owed to our affiliates will reduce future distributionsto which you would otherwise be entitled.

• We have not identified specific investments that we will make with the proceeds of this offering so, we may be considered a blind poolbecause an investor may not have the opportunity to evaluate historical data or assess future investments prior to purchasing our shares.

• Because you will pay a sales load of up to 5.0% and offering expenses of up to 1.5%, if you invest $100 in our shares and pay the fullsales load, approximately $93.50 of your investment will actually be available to us for investment in portfolio companies. As a result,

based on the current offering price of $9.05, you would have to experience a total net return on your investment of approximately 6.95%to recover your initial investment, including the sales load and expected offering expenses. See “Estimated Use of Proceeds” onpage 71.

• We intend to invest in securities that are rated below investment grade by rating agencies or that would be rated below investment gradeif they were rated. Below investment grade securities, which are often referred to as “junk,” have predominantly speculativecharacteristics with respect to the issuer’s capacity to pay interest and repay principal. They may also be illiquid and difficult to value.

If our net asset value increases above our net proceeds per share as stated in this prospectus, we will sell our shares at a higher price asnecessary to ensure that shares are not sold at a net price, after deduction of upfront selling commissions and dealer manager fees, that isbelow our net asset value per share. Also, in the event of a material decline in our net asset value per share, which we consider to be a 2.5%decrease below our current net offering price, we will reduce our offering price to establish a new net offering price that is not more than 2.5%above our net asset value. We will not sell our shares at a net offering price below our net asset value per share unless we obtain the requisiteapproval from our shareholders. Accordingly, subscriptions for this offering will be for a specific dollar amount rather than a specifiedquantity of shares, which may result in subscribers receiving fractional shares rather than full share amounts.

We intend to file post-effective amendments to our registration statement that will allow us to continue this offering for at leastthree years. We reserve the right to change our investment and operating policies without shareholder approval, except to the extent suchapproval is required by the 1940 Act.

Shares of our common stock are highly illiquid and appropriate only as a long-term investment. Investing in our common stock may beconsidered speculative and involves a high degree of risk, including the risk of a substantial loss of investment. See “Suitability Standards” and“Risk Factors” beginning on page 32 to read about the risks you should consider before buying shares of our common stock. Depending upon theterms and pricing of any additional offerings and the value of our investments, you may experience dilution in the book value and fair value ofyour shares. See “Risk Factors — Risks related to an investment in our common stock — A shareholder’s interest in us will be diluted if we issueadditional shares, which could reduce the overall value of an investment in us” on page 63 for more information. We qualify as an “emerginggrowth company” as defined in the Jumpstart Our Business Startups Act (the “JOBS Act”), and under applicable rules of the SEC and intendto take advantage of extended transition periods for complying with new or revised accounting standards. See “Prospectus Summary — EmergingGrowth Company Status.”

Per Share

MaximumOfferingAmount

Public offering price(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $9.05 $1,448,000,000

Sales load(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $0.45 $ 72,000,000

Net proceeds to us (before expenses)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $8.60 $1,376,000,000

(1) Assumes all shares are sold at the current offering price per share, which is subject to adjustment based upon, among other things, ournet asset value per share. The price per share in this table has been rounded to the nearest penny, thus the purchase price details ofyour confirmation statement may differ from the price per share above.

(2) Investors will pay a maximum upfront sales load of up to 5.0% of the price per share for combined upfront selling commissions anddealer manager fees. The upfront selling commissions and dealer manager fees will not be paid by you for shares issued under ourdistribution reinvestment plan. The “dealer manager fee” refers to the portion of the sales load available to our Dealer Manager andparticipating broker-dealers for assistance in selling and marketing our shares. In addition to the upfront selling commissions anddealer manager fees, our Adviser may pay our Dealer Manager a fee equal to no more than 1.0% of the net asset value per share peryear. Our Dealer Manager may reallow all or a portion of such amounts to participating broker-dealers. Such amounts will not be paidby our shareholders. See “Plan of Distribution.”

(3) In addition to the sales load, we estimate that in connection with this offering we will incur approximately $10.9 million of offeringexpenses (approximately 0.75% of the gross proceeds) if the maximum number of shares is sold at $9.05 per share.This prospectus contains important information about us that a prospective investor should know before investing in our common

stock. Please read this prospectus before investing and keep it for future reference. We file annual, quarterly and current reports, proxystatements and other information about us with the SEC. This information will be available free of charge by contacting us at 399 Park Avenue,38th Floor, New York, New York 10022, or by telephone at (212) 419-3000 or on our website at http://www.owlrock.com. Informationcontained on our website is not incorporated by reference into this prospectus, and you should not consider that information to be part ofthis prospectus. The SEC also maintains a website at http://www.sec.gov, which contains such information.

Neither the SEC, the Attorney General of the State of New York nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. An investment in ourshares is NOT a bank deposit and is NOT insured by the Federal Deposit Insurance Corporation or any other government agency. The use offorecasts in this offering is prohibited. Any representation to the contrary and any predictions, written or oral, as to the amount or certainty ofany present or future cash benefit or tax consequence which may flow from an investment in this program is not permitted.

OWL ROCK SECURITIES

Prospectus dated July 1, 2020

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . iiSUITABILITY STANDARDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . iiiPROSPECTUS SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1FEES AND EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22CERTAIN QUESTIONS AND ANSWERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26SELECTED FINANCIAL DATA AND OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . . 29RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS . . . . . . . . . . . . . . . . . 69ESTIMATED USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73SENIOR SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 112BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 113PORTFOLIO COMPANIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 127MANAGEMENT OF THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 139PORTFOLIO MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 147MANAGEMENT AND OTHER AGREEMENTS AND FEES . . . . . . . . . . . . . . . . . . . . . . . . . 150CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS . . . . . . . . . . . . . . . 159CONTROL PERSONS AND PRINCIPAL SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . 163DISTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 165DESCRIPTION OF OUR CAPITAL STOCK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 173DETERMINATION OF NET ASSET VALUE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 183SUBSCRIPTION PROCESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 186PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 187DISTRIBUTION REINVESTMENT PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 192SHARE REPURCHASE PROGRAM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 193SHARE LIQUIDITY STRATEGY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 194REGULATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 195TAX MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 201CUSTODIAN, TRANSFER AND DISTRIBUTION PAYING AGENT AND REGISTRAR . . . . 209BROKERAGE ALLOCATION AND OTHER PRACTICES . . . . . . . . . . . . . . . . . . . . . . . . . . . 210INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM . . . . . . . . . . . . . . . . . . . . . . 211LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 212AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 213SHAREHOLDER PRIVACY NOTICE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 214INDEX TO CONSOLIDATED FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . F-1APPENDIX A: FORM OF SUBSCRIPTION AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . A-1

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ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement we have filed with the SEC, in connection with acontinuous offering process, to raise capital for us. As we make material investments or have other materialdevelopments, we will periodically provide prospectus supplements or may amend this prospectus to add,update or change information contained in this prospectus.

Shares will be offered at an offering price of $9.05 per share. We will seek to avoid interruptions in thecontinuous offering of shares of our common stock; we may, however, to the extent permitted or requiredunder the rules and regulations of the SEC, supplement this prospectus or file an amendment to theregistration statement with the SEC if our net asset value per share: (i) declines more than 10% from the netasset value per share as of the effective date of this registration statement or (ii) increases to an amountthat is greater than the net proceeds per share as stated in this prospectus. There can be no assurance thatour continuous offering will not be interrupted during the SEC’s review of any such registration statementamendment.

In addition, in the event of a material decline in our net asset value per share, which we consider to bea 2.5% decrease below our current net offering price, we will reduce our offering price to establish a new netoffering price per share that is not more than 2.5% above our net asset value. We will not sell our shares ata net offering price below our net asset value per share unless we obtain the requisite approval from ourshareholders. Additionally, our Board may change the offering price at any time such that the public offeringprice, net of sales load, is equal to or greater than net asset value per share when we sell shares of commonstock.

We will supplement this prospectus in the event that we need to change the public offering price tocomply with this pricing policy and we will also post the updated information on our website atwww.owlrock.com.

You should rely only on the information contained in this prospectus. Our Dealer Manager is OwlRock Capital Securities LLC (d/b/a Owl Rock Securities). Neither we nor our Dealer Manager has authorizedany other person to provide you with different information from that contained in this prospectus. Theinformation contained in this prospectus is complete and accurate only as of the date of this prospectus,regardless of the time of delivery of this prospectus or sale of shares of our common stock. If there is amaterial change in our affairs, we will amend or supplement this prospectus. Any statement that we make inthis prospectus may be modified or superseded by us in a subsequent prospectus supplement. Theregistration statement we filed with the SEC includes exhibits that provide more detailed descriptions of thematters discussed in this prospectus. You should read this prospectus, all prospectus supplements and therelated registration statement exhibits, together with additional information described below under“Additional Information.” In this prospectus, we use the term “day” to refer to a calendar day, and we usethe term “business day” to refer to any day other than Saturday, Sunday, a legal holiday or a day on whichbanks in New York City are authorized or required to close.

We maintain a website at www.owlrock.com. Information contained on our website is not incorporatedby reference into this prospectus, and you should not consider that information to be part of this prospectus.

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SUITABILITY STANDARDS

Shares of our common stock offered through this prospectus are suitable only as a long-term investmentfor persons of adequate financial means such that they do not have a need for liquidity in this investment.We have established financial suitability standards for initial shareholders in this offering which require thata purchaser of shares have either:

• a gross annual income of at least $70,000 and a net worth of at least $70,000, or

• a net worth of at least $250,000.

For purposes of determining the suitability of an investor, net worth in all cases should be calculatedexcluding the value of an investor’s home, home furnishings and automobiles. In the case of sales to fiduciaryaccounts, these minimum standards must be met by the beneficiary, the fiduciary account or the donor orgrantor who directly or indirectly supplies the funds to purchase the shares if the donor or grantor is thefiduciary.

In addition, we will not sell shares to investors in the states named below unless they meet specialsuitability standards set forth below:

Alabama — In addition to the suitability standards set forth above, an investment in us will only besold to Alabama residents that have a liquid net worth of at least 10 times their investment in us and ouraffiliates.

California — In addition to the suitability standards set forth above, California residents may notinvest more than 10% of their liquid net worth in us.

Idaho — In addition to the minimum suitability standards set forth above, an Idaho investor’s totalinvestment in us shall not exceed 10% of his or her liquid net worth. Liquid net worth is defined as thatportion of net worth consisting of cash, cash equivalents and readily marketable securities.

Iowa — Iowa investors must have either (a) an annual gross income of at least $100,000 and a networth of at least $100,000, or (b) a net worth of at least $350,000 (net worth should be determined exclusiveof home, auto and home furnishings); and (ii) Iowa investors must limit their aggregate investment in thisoffering and in the securities of other non-traded business development companies (BDCs) to 10% of suchinvestor’s liquid net worth (liquid net worth should be determined as that portion of net worth that consists ofcash, cash equivalents and readily marketable securities).

Kansas — It is recommended by the Office of the Securities Commissioner that Kansas investors limittheir aggregate investment in our securities and other non-traded business development companies to notmore than 10% of their liquid net worth. For these purposes, liquid net worth shall be defined as that portionof total net worth (total assets minus total liabilities) that is comprised of cash, cash equivalents andreadily marketable securities.

Kentucky — A Kentucky investor may not invest more than 10% of its liquid net worth in us or ouraffiliates. “Liquid net worth” is defined as that portion of net worth that is comprised of cash, cashequivalents and readily marketable securities.

Maine — The Maine Office of Securities recommends that an investor’s aggregate investment in thisoffering and similar direct participation investments not exceed 10% of the investor’s liquid net worth. Forthis purpose, “liquid net worth” is defined as that portion of net worth that consists of cash, cash equivalentsand readily marketable securities.

Massachusetts — In addition to the suitability standards set forth above, Massachusetts residents maynot invest more than 10% of their liquid net worth in us and in other illiquid direct participation programs.

Missouri — In addition to the suitability standards set forth above, Missouri residents may not investmore than 10% of their liquid net worth in us.

Nebraska — Nebraska investors must have (i) either (a) an annual gross income of at least $70,000 anda net worth of at least $70,000, or (b) a net worth of at least $250,000; and (ii) Nebraska investors must limit

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their aggregate investment in this offering and the securities of other business development companies to10% of such investor’s net worth. Investors who are accredited investors as defined in Regulation D underthe Securities Act of 1933, as amended, are not subject to the foregoing investment concentration limit.

New Jersey — New Jersey investors must have either (a) a minimum liquid net worth of $100,000 anda minimum annual gross income of $85,000, or (b) a minimum liquid net worth of $350,000. For thesepurposes, “liquid net worth” is defined as that portion of net worth (total assets exclusive of home, homefurnishings, and automobiles, minus total liabilities) that consists of cash, cash equivalents and readilymarketable securities. In addition, a New Jersey investor’s investment in us, our affiliates, and othernon-publicly traded direct investment programs (including real estate investment trusts, business developmentcompanies, oil and gas programs, equipment leasing programs, and commodity pools, but excludingunregistered, Federally and state exempt private offerings) may not exceed 10% of his or her liquid networth.

New Mexico — In addition to the general suitability standards listed above, a New Mexico investormay not invest, and we may not accept from an investor more than ten percent (10%) of that investor’sliquid net worth in shares of us, our affiliates, and in other non-traded business development companies.Liquid net worth is defined as that portion of net worth which consists of cash, cash equivalents, and readilymarketable securities.

North Dakota — In addition to the stated net income and net worth standards, North Dakota investorsmust have a net worth of at least ten times their investment in us.

Ohio — It is unsuitable for Ohio residents to invest more than 10% of their liquid net worth in theissuer, affiliates of the issuer, and in any other non-traded business development company. “Liquid networth” is defined as that portion of net worth (total assets exclusive of primary residence, home furnishings,and automobiles, minus total liabilities) comprised of cash, cash equivalents, and readily marketablesecurities.

Oklahoma — An Oklahoma investor much have either (i) a minimum annual gross income of $100,000and a minimum net worth of $100,000, or (ii) a minimum net worth of $250,000, exclusive of home, homefurnishings and automobiles. In addition, an Oklahoma investor’s total purchase of our securities may notexceed 10% of the investor’s net worth, excluding home, home furnishings and automobiles.

Oregon — In addition to the suitability standards set forth above, Oregon investors may not investmore than 10% of their liquid net worth. Liquid net worth is defined as net worth excluding the value of theinvestor’s home, home furnishings and automobile.

Puerto Rico — In addition to the general suitability standards set forth above, an investor may notinvest, and the Issuer may not accept from an investor more than ten percent (10%) of that investor’s liquidnet worth in shares of the Issuer, the Issuer’s affiliates, and in other non-traded BDCs. Liquid net worth isdefined as the portion of net worth (total assets exclusive of primary residence, home furnishings, andautomobiles minus total liabilities) consisting of cash, cash equivalents, and readily marketable securities.

Tennessee — In addition to the suitability standards set forth above, Tennessee investors may not investmore than ten percent (10%) of their liquid net worth (exclusive of home, home furnishings, and automobiles)in us.

Vermont — Accredited investors in Vermont, as defined in 17 C.F.R. §230.501, may invest freely in thisoffering. In addition to the suitability standards described above, non-accredited Vermont investors maynot purchase an amount in this offering that exceeds 10% of the investor’s liquid net worth. For thesepurposes, “liquid net worth” is defined as an investor’s total assets (not including home, home furnishings, orautomobiles) minus total liabilities.

The Sponsor, those selling shares on our behalf and participating broker-dealers and registeredinvestment advisers recommending the purchase of shares in this offering are required to make everyreasonable effort to determine that the purchase of shares in this offering is a suitable and appropriateinvestment for each investor based on information provided by the investor regarding the investor’s financialsituation and investment objectives and must maintain records for at least six years after the information is

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used to determine that an investment in our shares is suitable and appropriate for each investor. In makingthis determination, the participating broker-dealer, registered investment adviser, authorized representative orother person selling shares will, based on a review of the information provided by the investor, considerwhether the investor:

• meets the minimum income and net worth standards established in the investor’s state;

• can reasonably benefit from an investment in our common stock based on the investor’s overallinvestment objectives and portfolio structure;

• is able to bear the economic risk of the investment based on the investor’s overall financial situation,including the risk that the investor may lose its entire investment; and

• has an apparent understanding of the following:

• the fundamental risks of the investment;

• the lack of liquidity of our shares;

• the background and qualification of our Adviser; and

• the tax consequences of the investment.

In purchasing shares, custodians, trustees or directors of, or any other person providing investmentadvice to, employee pension benefit plans or individual retirement accounts (“IRAs”) may be subject to thefiduciary duties imposed by the Employee Retirement Income Security Act of 1974, as amended, includingthe regulations and published interpretations thereunder (“ERISA”), or other applicable laws and to theprohibited transaction rules prescribed by ERISA and related provisions of the Code. These additionalfiduciary duties may require the custodian, trustee, director, or any other person providing investment adviceto employee pension benefit plans or IRAs to provide information about the services provided and feesreceived, separate and apart from the disclosures in this prospectus. In addition, prior to purchasing shares,the custodian, trustee or director of an employee pension benefit plan or an IRA should determine thatsuch an investment would be permissible under the governing instruments of such plan or account andapplicable law.

In addition to investors who meet the minimum income and net worth requirements set forth above,our shares may be sold to financial institutions that qualify as “institutional investors” under the statesecurities laws of the state in which they reside. “Institutional investor” is generally defined to include banks,insurance companies, investment companies as defined in the 1940 Act, pension or profit sharing trustsand certain other financial institutions. A financial institution that desires to purchase shares will be requiredto confirm that it is an “institutional investor” under applicable state securities laws.

In addition to the suitability standards established herein, (i) a participating broker-dealer may imposeadditional suitability requirements and investment concentration limits to which an investor could be subjectand (ii) various states may impose additional suitability standards, investment amount limits and alternativeinvestment limitations.

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PROSPECTUS SUMMARY

This summary highlights some of the information in this prospectus and contains a summary of materialinformation that a prospective investor should know before investing in our common stock. It is not completeand may not contain all of the information that you may want to consider before investing in our common stock.You should read our entire prospectus before investing in our common stock. Throughout this prospectus werefer to Owl Rock Capital Corporation II as “we,” “us,” “our,” the “Company” or “Owl Rock II,” “Owl RockCapital Advisors LLC,” our investment adviser, as “Owl Rock Capital Advisors,” “the Adviser,” “ORCA” or “ourAdviser” and Owl Rock Capital Securities LLC, our dealer manager, as “Owl Rock Securities,” our “DealerManager” and/or the “Dealer Manager.”

Owl Rock Capital Corporation II

We are a Maryland corporation formed on October 15, 2015. We are an externally managed closed-endmanagement investment company that has elected to be regulated as a BDC under the Investment CompanyAct of 1940, as amended, or the 1940 Act. We are externally managed by Owl Rock Capital Advisors,which is a registered investment adviser under the Investment Advisers Act of 1940, as amended (the“Advisers Act”). Our Adviser is responsible for sourcing potential investments, conducting due diligence onprospective investments, analyzing investment opportunities, structuring investments and monitoring ourportfolio on an ongoing basis. We also have elected to be treated for federal income tax purposes, and intendto qualify annually, as a regulated investment company, or RIC, under the Internal Revenue Code of 1986,as amended, or the Code.

Our investment objective is to generate current income and, to a lesser extent, capital appreciation bytargeting investment opportunities with favorable risk-adjusted returns. Our investment strategy focusesprimarily on originating and making loans to, and making debt and equity investments in, U.S. middle-market companies. We invest in senior secured or unsecured loans, subordinated loans or mezzanine loansand, to a lesser extent, equity and equity-related securities which includes common and preferred stock,securities convertible into common stock, and warrants. We define “middle-market companies” to generallymean companies with earnings before interest expense, income tax expense, depreciation and amortization(“EBITDA”) between $10 million and $250 million annually, and/or annual revenue of $50 million to$2.5 billion at the time of investment. We may on occasion invest in smaller or larger companies if anattractive opportunity presents itself, especially when there are dislocations in the capital markets, includingthe high yield and large syndicated loan markets. We generally invest in companies with a low loan-to-value ratio, which we consider to be 50% of below. Our target credit investments will typically have maturitiesbetween three and ten years and generally range in size between $10 million and $125 million, although theinvestment size will vary with the size of our capital base. As of March 31, 2020, excluding certain investmentsthat fall outside our typical borrower profile, our portfolio companies representing 95.4% of our totalportfolio based on fair value, had weighted average annual revenue of $484 million and weighted averageannual EBITDA of $108 million.

While our investment strategy focuses primarily on middle-market companies in the United States,including senior secured loans, we also may invest up to 30% of our portfolio in investments of non-qualifying portfolio companies. Specifically, as part of this 30% basket, we may consider investments ininvestment funds that are operating pursuant to certain exceptions to the 1940 Act, as well as in debt andequity of companies located outside of the United States and debt and equity of public companies that donot meet the definition of eligible portfolio companies because their market capitalization of publicly tradedequity securities exceeds the levels provided for in the 1940 Act. See “Regulation — Qualifying Assets.”

Our investment activities are managed by our Adviser and supervised by our Board, a majority ofwhom are not “interested persons” of the Company or of our Adviser as defined in Section 2(a)(19) of the1940 Act and are “independent,” as determined by our Board. Under the investment advisory agreementbetween us and our Adviser, or the “Investment Advisory Agreement,” we have agreed to pay our Adviseran annual base management fee based on the average value of our gross assets, excluding cash and cash-equivalents but including assets purchased with borrowed amounts, as well as an incentive fee based on ourinvestment performance. For additional information regarding the fees paid to our Adviser, see “Managementand Other Agreements and Fees — Investment Advisory Agreement.”

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We have also entered into an administration agreement, (the “Administration Agreement”) with ourAdviser. Under the Administration Agreement, we have agreed to reimburse our Adviser for our allocableportion (subject to the review and approval of our independent directors) of overhead and other expensesincurred by our Adviser in performing its obligations under the Administration Agreement.

We may borrow money from time to time if immediately after such borrowing, the ratio of our totalassets (less total liabilities other than indebtedness represented by senior securities) to our total indebtednessrepresented by senior securities plus preferred stock, if any, is at least 200% (or 150% if certain conditionsare met). This means that generally, we can borrow up to $1 for every $1 of investor equity (or, if certainconditions are met, we can borrow up to $2 for every $1 of investor equity). See “Regulation.”

We may borrow money when the terms and conditions available are favorable to do so and are alignedwith our investment strategy and portfolio composition. See “Financing Arrangements.” The use ofborrowed funds or the proceeds from issuing our preferred stock to make investments would have its ownspecific benefits and risks, and all of the costs of borrowing funds or issuing preferred stock would be borneby holders of our common stock.

We are issuing shares of common stock through this offering. Each share of our common stock hasequal rights to distributions, voting, liquidation, and conversion. Our common stock is non-assessable,meaning that our common shareholders do not have liability for calls or assessments, nor are there anypreemptive rights in favor of existing shareholders. Our distributions will be determined by our Board in itssole discretion. We intend to seek to complete a liquidity event within three to four years after thecompletion of our offering period, or at such earlier time as our Board may determine, taking into accountmarket conditions and other factors. We will view our offering period to be complete as of the terminationdate of our most recent public equity offering if we have not conducted a public equity offering in anycontinuous two-year period. Because of this timing for our anticipated liquidity event, shareholders maynot be able to sell their shares promptly or at a desired price prior to a liquidity event. There can be noassurance that we will complete a liquidity event within this timeframe or at all. As a result, an investment inour shares is not suitable if you require short-term liquidity with respect to your investment in us. See“Share Liquidity Strategy.”

Status of Our Initial Public Offering

Since commencing our continuous public offering and through June 23, 2020, we have issued 126,978,830shares of our common stock for gross proceeds of approximately $1.17 billion, including seed capitalcontributed by our Adviser in September 2016 and approximately $10 million in gross proceeds raised in aprivate placement from certain individuals and entities affiliated with our Adviser.

Portfolio Update

As of March 31, 2020 we had investments in 94 portfolio companies with an aggregate fair value of$1.6 billion.

As of March 31, 2020, based on fair value, our portfolio consisted of 80.9% first-lien debt investments(of which, 40% were unitranche debt investments (including “last-out” portions of such loans)), 17.9% second-lien debt investments and 1.2% equity investments.

As of March 31, 2020, our weighted average total yield of the portfolio at fair value and amortized costwas 8.1% and 7.6%, respectively, and our weighted average yield of debt and income producing securities atfair value and amortized cost was 8.2% and 7.7%, respectively.

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The table below shows our investment portfolio as of March 31, 2020.

March 31, 2020

($ in thousands) Amortized Cost Fair Value

First-lien senior secured debt investments . . . . . . . . . . . . . . . . . . . . 1,386,481 1,317,332(1)

Second-lien senior secured debt investments . . . . . . . . . . . . . . . . . . . 311,857 290,800Equity investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22,481 20,236Total Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,720,819 1,628,368

(1) 40% of which we consider unitranche loans.

Estimated Use of Proceeds

We will use the net proceeds from this offering to make investments in accordance with our investmentobjective and by following the strategies described in this prospectus. A portion of these proceeds may alsobe used for working capital and general corporate purposes. See “Estimated Use of Proceeds.”

We anticipate that we will invest the proceeds from each weekly subscription closing generally within 30to 90 days. The precise timing will depend on the availability of investment opportunities that are consistentwith our investment objective and strategies. Until we are able to find such investment opportunities, weintend to invest the net proceeds of this offering primarily in cash, cash-equivalents, U.S. governmentsecurities, money market funds and high-quality debt instruments maturing in one year or less from the timeof investment. This is consistent with our status as a BDC and our intention to qualify annually as a RIC.We may also use a portion of the net proceeds to pay our operating expenses, fund distributions to shareholdersand for general corporate purposes. Any distributions we make during such period may be substantiallylower than the distributions that we expect to pay when our portfolio is fully invested.

Financing Arrangements

On May 18, 2017, our Board authorized us, as borrower, to enter into a series of promissory notes (the“Promissory Notes”) with our Adviser, as lender. Currently, we may borrow an aggregate of $50 millionpursuant to the Promissory Notes. We may re-borrow any amount repaid; however, there is no fundingcommitment between our Adviser and us. The unpaid principal balance of any Promissory Notes and accruedinterest thereon is payable by the Company from time to time at the discretion of the Company butimmediately due and payable upon 120 days written notice by our Adviser, and in any event due and payablein full no later than December 31, 2020.

On December 1, 2017, we, through two wholly-owned subsidiaries, ORCC II Financing LLC and ORLending II LLC (collectively, the “Subsidiaries”) entered into a credit agreement (the “SPV Asset Facility I”)with the lenders from time to time parties thereto, Goldman Sachs Bank USA as sole lead arranger,syndication agent and administrative agent, State Street Bank and Trust Company as collateral administratorand collateral agent and Cortland Capital Market Services LLC as collateral custodian. The maximumprincipal amount of the SPV Asset Facility I is $750 million; the availability of this amount is subject to aborrowing base test, which is based on the amount of the Subsidiaries’ assets from time to time, andsatisfaction of certain conditions, including certain concentration limits. The SPV Asset Facility I willmature on November 30, 2022.

On November 21, 2019, we and the Advisor entered into a purchase agreement with lenders and acapital markets advisor for the sale of $300 million aggregate principal amount of our 4.625% notes due2024 (the “2024 Notes”) pursuant to the exemption from registration provided by Rule 144A promulgatedunder the Securities Act. The 2024 Notes bear interest at a rate of 4.625% per year payable semi-annually onMay 26 and November 26 of each year, and will mature on November 26, 2024, unless repurchased orredeemed in accordance with their terms prior to such date.

On April 14, 2020, we, through our wholly-owned subsidiary, ORCC II Financing II LLC, entered intoa Credit Agreement (the “SPV Asset Facility II”), with ORCC II Financing II, as Borrower, the lenders from

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time to time parties thereto to borrow up to $200 million, subject to an overcollateralization ratio test,which is based on the value of ORCC II Financing II’s assets from time to time, and satisfaction of certainconditions. Unless otherwise terminated, the SPV Asset Facility II will mature on April 14, 2029

See “Management’s Discussion and Analysis of Financial Condition and Results ofOperations — Financial Condition, Liquidity and Capital Resources — Debt” for more information aboutthese financing arrangements.

We may from time to time enter into additional credit facilities, increase the size of our existing creditfacilities or issue debt securities. Any such incurrence or issuance would be subject to prevailing marketconditions, our liquidity requirements, contractual and regulatory restrictions and other factors.

Prior to March 2018, the 1940 Act generally prohibited a BDC from incurring borrowings, issuing debtsecurities or issuing preferred stock unless immediately after the borrowing or issuance the BDC’s ratio oftotal assets (less total liabilities other than indebtedness) to total indebtedness plus preferred stock was at least200%. However, legislation enacted in March 2018 modified the 1940 Act by allowing a BDC to increasethe maximum amount of leverage it may incur from an asset coverage ratio of 200% to an asset coverage ratioof 150%, if certain requirements are met. This means that a BDC generally may borrow up to $1 for every$1 of investor equity or, if certain requirements are met and it reduces its asset coverage ratio, it may borrowup to $2 for every $1 of investor equity. Thus, the reduced asset coverage requirement would permit aBDC to double the amount of leverage it could incur.

At this time, our Board has not determined to decrease our asset coverage ratio; however, with theapproval of our Board, we are permitted to increase our leverage capacity if shareholders representing atleast a majority of the votes cast, at a meeting at which there is a quorum, approve a proposal to do so. If wereceive such shareholder approval, we would be permitted to increase our leverage capacity on the first dayafter such approval. Alternatively, we may increase the maximum amount of leverage we may incur to an assetcoverage ratio of 150% if the “required majority” (as defined in Section 57(o) of the 1940 Act) of theindependent members of our Board approve such increase with such approval becoming effective after oneyear. In either case, we would be required to extend to our shareholders, as of the date of such approval, theopportunity to sell the shares of common stock that they hold and make certain disclosures on ourwebsite and in SEC filings regarding, among other things, the receipt of approval to increase our leverage,our leverage capacity and usage, and risks related to leverage. For shareholders accepting such an offer, theCompany would be required to repurchase 25% of such shareholders’ eligible shares in each of the fourcalendar quarters following the calendar quarter in which the approval occurs. For additional informationabout the asset coverage requirements, see “Regulation — Senior Securities.”

If our asset coverage ratio declines below 200% (or 150% if certain requirements are met), we cannotincur additional debt and could be required to sell a portion of our investments to repay some indebtednesswhen it is disadvantageous to do so. This could have a material adverse effect on our operations, and wemay not be able to service our debt or make distributions. See “Risk Factors — Risks Related to BusinessDevelopment Companies — Regulations governing our operation as a BDC and RIC affect our ability to raisecapital and the way in which we raise additional capital or borrow for investment purposes, which may have anegative effect on our growth. As a BDC, the necessity of raising additional capital may expose us to risks,including risks associated with leverage” and “Risk Factors — Risks Related to our Investments — To theextent that we borrow money, the potential for gain or loss on amounts invested in us will be magnified andmay increase the risk of investing in us. Borrowed money may also adversely affect the return on our assets, reducecash available to service our debt or for distribution to our shareholders, and result in losses.”

As of March 31, 2020 and December 31, 2019, our asset coverage ratios, which each include the debtof our wholly-owned subsidiaries ORCC II Financing LLC and OR Lending II LLC, were 258% and 269%,respectively.

Distribution Policy

Subject to our Board’s discretion and applicable legal restrictions, we have and intend to continue toauthorize and declare cash distributions to our shareholders on a weekly basis and pay such distributionson a monthly basis. Because we have elected and intend to maintain our tax treatment as a RIC, we intend to

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distribute at least 90% of our annual investment company taxable income to our shareholders. There can beno assurance that we will be able to pay distributions at a specific rate or at all. Each year, as required bythe Code, a statement on Internal Revenue Service Form 1099-DIV identifying the source of the distributionwill be mailed to our shareholders subject to IRS tax reporting. Distributions on our common stock mayexceed our taxable earnings and profits. Therefore, portions of the distributions that we pay may represent areturn of capital to you. A return of capital is a return of a portion of your original investment in sharesof our common stock. As a result, a return of capital will (i) lower your tax basis in your shares and therebyincrease the amount of capital gain (or decrease the amount of capital loss) realized upon a subsequentsale or redemption of such shares and (ii) reduce the amount of funds we have for investment in portfoliocompanies. We have not established any limit on the extent to which we may use offering proceeds to funddistributions (which may reduce the amount of capital we ultimately invest in portfolio companies). Noportion of the Company’s distributions have represented a return of capital. See “Distributions.”

We may fund our cash distributions to shareholders from any sources of funds available to us, includingfee waivers or deferrals by our Adviser that may be subject to repayment, as well as cash otherwise available.We have not established limits on the amount of funds we may use from any available sources to makedistributions; however, we will not borrow funds for the purpose of making distributions if the amount ofsuch distributions would exceed our accrued and received revenues (“Net Revenues”), which we define asaccrued and received revenues, less paid and accrued operating expenses with respect to such revenues andcosts, for the previous four quarters. Distributions may be supported by our Adviser in the form of operatingexpense support payments pursuant to the Expense Support and Conditional Reimbursement Agreement, orthe Expense Support Agreement, we have entered into with our Adviser and the deferral or waiver ofinvestment advisory fees. See “Management’s Discussion and Analysis of Financial Condition and Resultsof Operations — Expense Support and Conditional Reimbursement Agreement” for additional informationregarding the Expense Support Agreement. We may be obligated to repay our Adviser over several years,and these repayments, if any, will reduce the future distributions that you would otherwise be entitled toreceive from us. You should understand that such distributions may not be based on our investmentperformance. There can be no assurance that we will achieve the performance necessary to sustain ourdistributions, or that we will be able to pay distributions at a specific rate, or at all. Our Adviser has noobligation to waive or defer its advisory fees or otherwise reimburse expenses in future periods.

The following table summarizes our regularly weekly cash distributions:

Declaration Date

GrossDistribution(Per Share) Payment Period

April 3, 2017 . . . . . . . . . . . . . . . . . . . . $0.012753 April 2017 through June 2017June 28, 2017 . . . . . . . . . . . . . . . . . . . $0.012753 July 2017 through September 2017August 8, 2017 . . . . . . . . . . . . . . . . . . $0.012753 October 2017 through December 2017November 7, 2017 . . . . . . . . . . . . . . . . $0.012753 January 2018 through March 2018March 2, 2018 . . . . . . . . . . . . . . . . . . . $0.012753 April 2018 through June 2018May 8, 2018 . . . . . . . . . . . . . . . . . . . . $0.012753 July 2018 through September 2018July 19, 2018(1) . . . . . . . . . . . . . . . . . . $0.000114 July 24, 2018 through September 2018August 7, 2018 . . . . . . . . . . . . . . . . . . $0.012867 October 2018 through December 2018November 6, 2018 . . . . . . . . . . . . . . . . $0.012867 January 2019 through March 2019February 27, 2019 . . . . . . . . . . . . . . . . $0.012867 April 2019 through June 2019May 8, 2019 . . . . . . . . . . . . . . . . . . . . $0.012867 July 2019 through September 2019July 30, 2019 . . . . . . . . . . . . . . . . . . . . $0.012867 October 2019 through December 2019October 30, 2019 . . . . . . . . . . . . . . . . . $0.012867 January 2020 through March 2020February 19, 2020 . . . . . . . . . . . . . . . . $0.012867 April 2020 through June 2020May 5, 2020 . . . . . . . . . . . . . . . . . . . . $0.012867 July 2020 through September 2020

(1) These distributions were in addition to those previously declared and announced.

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Our Adviser

Under the terms of our Investment Advisory Agreement, Owl Rock Capital Advisors oversees themanagement of our activities and is responsible for managing our business and activities, including sourcinginvestment opportunities, conducting research, performing diligence on potential investments, structuringour investments, and monitoring our portfolio companies on an ongoing basis through a team of investmentprofessionals. Our Adviser or its affiliates may engage in certain origination activities and receive attendantarrangement, structuring or similar fees.

Our Adviser is a Delaware limited liability company that has registered with the SEC as an investmentadviser under the Advisers Act. Our Adviser is an indirect subsidiary of Owl Rock Capital Partners LP (“OwlRock Capital Partners”). Owl Rock Capital Partners is led by its three co-founders, Douglas I. Ostrover,Marc S. Lipschultz and Craig W. Packer. Our Adviser’s investment team (the “Investment Team”) is also ledby Douglas I. Ostrover, Marc S. Lipschultz and Craig W. Packer and is supported by certain members ofour Adviser’s senior executive team and the investment committee (the “Investment Committee”). Allinvestment decisions require the unanimous approval of the Investment Committee, which is currentlycomprised of Douglas I. Ostrover, Marc S. Lipschultz, Craig W. Packer and Alexis Maged. Subject to theoverall supervision of our Board, our Adviser manages our day-to-day operations, and provides investmentadvisory and management services to us.

Our Adviser also serves as investment adviser to Owl Rock Capital Corporation. Owl Rock CapitalCorporation was formed on October 15, 2015 as a corporation under the laws of the State of Marylandand has elected to be treated as a BDC under the 1940 Act. Its investment objective is similar to ourinvestment objective, which is to generate current income, and to a lesser extent, capital appreciation bytargeting investment opportunities with favorable risk-adjusted returns. Owl Rock Capital Corporation’scommon trades on the New York Stock Exchange under the symbol “ORCC.”

Our Adviser is affiliated with Owl Rock Technology Advisors LLC (“ORTA”) and Owl Rock CapitalPrivate Fund Advisors LLC (“ORPFA” and collectively with our Adviser and ORTA, the “Owl RockAdvisers”), which also are investment advisers and subsidiaries of Owl Rock Capital Partners. Our Adviser,ORTA, ORPFA and Owl Rock Capital Partners are referred to, collectively, as “Owl Rock.” ORTA’s andORPFA’s investment teams are led by Douglas I. Ostrover, Marc S. Lipschultz and Craig W. Packer. ORTAserves as investment adviser to Owl Rock Technology Finance Corp. and ORPFA serves as investmentadviser, among other clients, to Owl Rock First Lien Master Fund, L.P.

Owl Rock Technology Finance Corp. is a BDC and its investment objective is to maximize total returnby generating current income from its debt investments and other income producing securities, and capitalappreciation from its equity and equity-linked investments. Owl Rock Technology Finance Corp. has adopteda policy to invest, under normal circumstances, at least 80% of the value of its assets in technology-relatedcompanies. Owl Rock Technology Finance Corp. conducts private offerings of its common stock to investorsin reliance on exemptions from the registration requirements of the Securities Act of 1933 (the “SecuritiesAct”). As of March 31, 2020, Owl Rock Technology Finance Corp. had approximately $2.7 billion in totalcapital commitments from investors of which approximately $0.9 billion had been drawn.

Owl Rock First Lien Master Fund, L.P. intends to originate and make loans to, and make debtinvestments in, U.S. middle-market companies.

In addition to Owl Rock Capital Corporation, Owl Rock Technology Finance Corp. and Owl RockFirst Lien Master Fund, L.P., our Adviser and its affiliates may provide management or investment advisoryservices to entities that have overlapping investment objectives with us. Our Adviser and its affiliates mayface conflicts in the allocation of investment opportunities to us and others. To address these conflicts, theOwl Rock Advisers have put in place an allocation policy that addresses the allocation of investmentopportunities as well as co-investment restrictions under the 1940 Act.

We, our Adviser and certain of its affiliates have been granted exemptive relief by the SEC to co-investwith other funds managed by our Adviser or its affiliates in a manner consistent with our investment objective,positions, policies, strategies and restrictions as well as regulatory requirements and other pertinentfactors. Pursuant to such exemptive relief, we generally are permitted to co-invest with certain of ouraffiliates if a “required majority” (as defined in Section 57(o) of the 1940 Act) of our independent directors

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make certain conclusions in connection with a co-investment transaction, including that (1) the terms of thetransaction, including the consideration to be paid, are reasonable and fair to us and our shareholders anddo not involve overreaching of us or our shareholders on the part of any person concerned, (2) the transactionis consistent with the interests of our shareholders and is consistent with our investment objective andstrategies, and (3) the investment by our affiliates would not disadvantage us, and our participation wouldnot be on a basis different from or less advantageous than that on which our affiliates are investing. The OwlRock Advisers’ allocation policy incorporates the conditions of the exemptive relief. As a result of theexemptive relief, there could be significant overlap in our investment portfolio and the investment portfolioof Owl Rock Capital Corporation, Owl Rock Technology Finance Corp. and/or other funds established byour Adviser or its affiliates that could avail themselves of the exemptive relief. See “Risk Factors — RisksRelated to our Adviser and its Affiliates — We may compete for capital and investment opportunities with otherentities managed by our Adviser or its affiliates, subjecting our Adviser to certain conflicts of interest.”

Our Adviser or its affiliates may engage in certain origination activities and receive attendantarrangement, structuring or similar fees. See “Risk Factors — Risks Related to our Adviser and itsAffiliates — Our Adviser and its affiliates may face conflicts of interest with respect to services performed forissuers in which we invest.” Our Adviser’s liability is limited under the Investment Advisory Agreement, and weare required to indemnify our Adviser against certain liabilities. These protections may lead our Adviser toact in a riskier manner when acting on our behalf than it would when acting for its own account. See “RiskFactors — Risks Related to our Adviser and its Affiliates — Our Adviser’s liability is limited under theInvestment Advisory Agreement, and we are required to indemnify our Adviser against certain liabilities, whichmay lead our Adviser to act in a riskier manner on our behalf than it would when acting for its own account.”

Our Adviser’s address is 399 Park Avenue, 38th floor, New York, NY 10022.

We expect to remain an emerging growth company for up to five years following the completion of ourinitial public offering of common equity securities or until the earliest of (i) the last day of the first fiscalyear in which our annual gross revenues exceed $1.07 billion, (ii) December 31 of the fiscal year that webecome a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act which would occur if themarket value of our common stock that is held by non-affiliates exceeds $700.0 million as of the lastbusiness day of our most recently completed second fiscal quarter and we have been publicly reporting forat least 12 months or (iii) the date on which we have issued more than $1.0 billion in non-convertible debtsecurities during the preceding three-year period.

Sponsor Investment

On September 30, 2016, our Adviser purchased 100 shares of our common stock at $9.00 per share,which represented the initial public offering price of $9.47 per share, net of combined upfront sellingcommissions and dealer manager fees. Our Adviser will not tender these shares for repurchase as long asour Adviser remains our investment adviser. There is no current intention for our Adviser to discontinue inits role. On April 4, 2017, we received subscription agreements totaling $10.0 million for the purchase ofshares of our common stock from a private placement from certain individuals and entities affiliated withour Adviser. Pursuant to the terms of those subscription agreements, the individuals and entities affiliatedwith our Adviser agreed to pay for such shares of common stock upon demand by one of our executiveofficers. On April 4, 2017, we sold 277,778 shares pursuant to such subscription agreements and met theminimum offering requirement for our continuous public offering of $2.5 million. The purchase price of theseshares sold in the private placement was $9.00 per share, which represented the initial public offering priceof $9.47 per share, net of selling commissions and dealer manager fees.

Our Administrator

Our Adviser also serves as our administrator. Pursuant to the Administration Agreement, our Adviserperforms, or oversees the performance of, required administrative services, which includes providing officespace, equipment and office services, maintaining financial records, preparing reports to shareholders andreports filed with the SEC, and managing the payment of expenses and the performance of administrativeand professional services rendered by others. We will reimburse our Adviser for services performed for uspursuant to the terms of the Administration Agreement and for certain organization costs incurred priorto the commencement of our operations, and for certain offering costs. See “Management And Other

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Agreements And Fees — Administration Agreement.” In addition, pursuant to the terms of theAdministration Agreement, our Adviser may delegate its obligations under the Administration Agreementto an affiliate or to a third party and we will reimburse our Adviser for any services performed for us by suchaffiliate or third party.

Affiliated Dealer Manager

Our Dealer Manager, Owl Rock Securities, is an affiliate of Owl Rock Capital Partners and will notmake an independent review of us or this offering. This relationship may create conflicts in connection withthe Dealer Manager’s due diligence obligations under the federal securities laws. Although the DealerManager will examine the information in this prospectus for accuracy and completeness, due to its affiliationwith Owl Rock Capital Advisors, no independent review of us will be made in connection with thedistribution of our shares in this offering. Owl Rock Securities is registered as a broker-dealer and is amember of the Financial Industry Regulatory Authority (“FINRA”) and the Securities Investor ProtectionCorporation (“SIPC”).

Risk Factors

An investment in our common stock involves a high degree of risk and may be considered speculative.You should carefully consider the information found in “Risk Factors” before deciding to invest in shares ofour common stock. Risks involved in an investment in us include (among others) the following:

• We have a limited operating history.

• We are an “emerging growth company” under the JOBS Act, and we cannot be certain if thereduced disclosure requirements applicable to emerging growth companies will make our commonstock less attractive to investors.

• Our status as an “emerging growth company” under the JOBS Act may make it more difficult toraise capital as and when we need it.

• You should not expect to be able to sell your shares regardless of how we perform.

• If you are able to sell your shares of common stock, you will likely receive less than your purchaseprice.

• We do not intend to list our common stock on any securities exchange for what may be a significanttime after this offering, and we do not expect a secondary market in our shares to develop.

• We intend, but are not required, to offer to repurchase your shares on a quarterly basis. As a resultyou will have limited opportunities to sell your shares. Our Board has complete discretion to determinewhether we will engage in any share repurchase, and if so, the terms of such repurchase. We intendto limit the number of shares to be repurchased in each quarter to the lesser of (a) 2.5% of the weightedaverage number of shares of our common stock outstanding in the prior 12 month period and(b) the number of shares we can repurchase with the proceeds we receive from the sale of shares ofour common stock under our distribution reinvestment plan. While we intend to continue to conductquarterly tender offers as described above, we are not required to do so and may suspend orterminate the share repurchase program at any time. For more information regarding the limitationsin respect of the share repurchase program, see “Share Repurchase Program.”

• You should consider that you may not have access to the money you invest for an indefinite periodof time.

• An investment in shares of our common stock is not suitable for you if you need access to the moneyyou invest. See “Suitability Standards,” “Share Repurchase Program,” and “Share LiquidityStrategy.”

• We intend, but are not required, to offer to repurchase your shares on a quarterly basis. As a resultyou will have limited opportunities to sell your shares.

• The timing of our repurchase offers pursuant to our share repurchase program may be at a time thatis disadvantageous to our shareholders, and, to the extent you are able to sell your shares under theprogram, you may not be able to recover the amount of your investment in our shares.

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• We generally will not control the business operations of our portfolio companies and, due to theilliquid nature of our holdings in our portfolio companies, we may not be able to dispose of ourinterests in our portfolio companies.

• We intend to invest in securities that are rated below investment grade by rating agencies or thatwould be rated below investment grade if they were rated. Below investment grade securities, whichare often referred to as “junk,” have predominantly speculative characteristics with respect to theissuer’s capacity to pay interest and return principal. They may also be illiquid and difficult tovalue.

• An investment strategy focused primarily on privately held companies presents certain challenges,including the lack of available information about these companies.

• Price declines in the corporate leveraged loan market may adversely affect the fair value of ourportfolio, reducing our net asset value through increased net unrealized depreciation and theincurrence of realized losses.

• The amount of any distributions we may make on our common stock is uncertain. We may not beable to pay you distributions, or be able to sustain distributions at any particular level, and ourdistributions per share, if any, may not grow over time, and our distributions per share may be reduced.We have not established limits on the amount of funds we may use from any available sources tomake distributions; however, we will not borrow funds for the purpose of making distributions if theamount of such distributions would exceed our accrued and received Net Revenues for the previousfour quarters.

• Distributions on our common stock may exceed our taxable earnings and profits. Therefore,portions of the distributions that we pay may represent a return of capital to you. A return of capitalis a return of a portion of your original investment in shares of our common stock. As a result, areturn of capital will (i) lower your tax basis in your shares and thereby increase the amount of capitalgain (or decrease the amount of capital loss) realized upon a subsequent sale or redemption of suchshares, and (ii) reduce the amount of funds we have for investment in portfolio companies. We have notestablished any limit on the extent to which we may use offering proceeds to fund distributions.

• Our distributions to shareholders may be funded from expense reimbursements or waivers ofinvestment advisory fees that are subject to repayment pursuant to our Expense Support Agreement.

• If we are unable to raise substantial funds in our ongoing, continuous “best efforts” offering, we maybe limited in the number and type of investments we may make, and the value of your investmentin us may be reduced in the event our assets under-perform.

• To the extent original issue discount (OID) and payment in kind (PIK) interest income constitute aportion of our income, we will be exposed to risks associated with the deferred receipt of cashrepresenting such income.

• Because our Dealer Manager is an affiliate of Owl Rock Capital Partners, you will not have thebenefit of an independent review of this prospectus customarily performed in underwritten offerings.

• Our fee structure may create incentives for our Adviser to make speculative investments or usesubstantial leverage.

• Our Adviser and its affiliates, including our officers and some of our directors, may face conflicts ofinterest caused by compensation arrangements with us and our affiliates, which could result inincreased risk-taking by us.

• A shareholder’s interest in us will be diluted if we issue additional shares, which could reduce theoverall value of an investment in us.

Potential Market Trends

We believe the middle-market lending environment provides opportunities for us to meet our goal ofmaking investments that generate attractive risk-adjusted returns based on a combination of the followingfactors:

Limited Availability of Capital for Middle-Market Companies. We believe that regulatory andstructural changes in the market have reduced the amount of capital available to U.S. middle-market

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companies. In particular, we believe there are currently fewer providers of capital to middle-marketcompanies. We believe that many commercial and investment banks have, in recent years, de-emphasizedtheir service and product offerings to middle-market businesses in favor of lending to large corporate clientsand managing capital markets transactions. In addition, these lenders may be constrained in their abilityto underwrite and hold bank loans and high yield securities for middle-market issuers as they seek to meetexisting and future regulatory capital requirements. We also believe that there is a lack of market participantsthat are willing to hold meaningful amounts of certain middle-market loans. As a result, we believe ourability to minimize syndication risk for a company seeking financing by being able to hold its loans withouthaving to syndicate them, coupled with reduced capacity of traditional lenders to serve the middle-market, present an attractive opportunity to invest in middle-market companies.

Capital Markets Have Been Unable to Fill the Void in U.S. Middle-Market Finance Left by Banks. Whileunderwritten bond and syndicated loan markets have been robust in recent years, middle-market companiesare less able to access these markets for reasons including the following:

High Yield Market — Middle-Market companies generally are not issuing debt in amounts largeenough to be attractively sized bonds. High yield bonds are generally purchased by institutional investorswho, among other things, are focused on the liquidity characteristics of the bond being issued. For example,mutual funds and exchange traded funds (“ETFs”) are significant buyers of underwritten bonds. However,mutual funds and ETFs generally require the ability to liquidate their investments quickly to fund investorredemptions and/or comply with regulatory requirements. Accordingly, the existence of an active secondarymarket for bonds is an important consideration in these entities’ initial investment decision. Because theretypically is little or no active secondary market for the debt of U.S. middle-market companies, mutualfunds and ETFs generally do not provide debt capital to U.S. middle-market companies. We believe this islikely to be a persistent problem and creates an advantage for those like us who have a more stable capital baseand have the ability to invest in illiquid assets.

Syndicated Loan Market — While the syndicated loan market is modestly more accommodating tomiddle-market issuers, as with bonds, loan issue size and liquidity are key drivers of institutional appetiteand, correspondingly, underwriters’ willingness to underwrite the loans. Loans arranged through a bank aredone either on a “best efforts” basis or are underwritten with terms plus provisions that permit theunderwriters to change certain terms, including pricing, structure, yield and tenor, otherwise known as“flex” to successfully syndicate the loan in the event the terms initially marketed are insufficiently attractiveto investors. Furthermore, banks are generally reluctant to underwrite middle-market loans because thearrangement fees they may earn on the placement of the debt generally are not sufficient to meet the banks’return hurdles. Loans provided by companies such as ours provide certainty to issuers in that we cancommit to a given amount of debt on specific terms, at stated coupons and with agreed upon fees. As weare the ultimate holder of the loans, we do not require market “flex” or other arrangements that banks mayrequire when acting on an agency basis.

Robust Demand for Debt Capital. We believe U.S. middle-market companies will continue to requireaccess to debt capital to refinance existing debt, support growth and finance acquisitions. In addition, webelieve the large amount of uninvested capital held by funds of private equity firms, estimated by Preqin Ltd.,an alternative assets industry data and research company, to be $1.26 trillion as of March 2019 willcontinue to drive deal activity. We expect that private equity sponsors will continue to pursue acquisitionsand leverage their equity investments with secured loans provided by companies such as us.

The Middle-Market is a Large Addressable Market. According to GE Capital’s National Center forthe Middle Market 4th quarter 2019 Middle Market Indicator, there are approximately 200,000 U.S. middle-market companies, which have approximately 47.9 million aggregate employees. Moreover, the U.S. middle-market accounts for one-third of private sector gross domestic product (“GDP”). GE defines U.S. middle-market companies as those between $10 million and $1 billion in annual revenue, which we believe hassignificant overlap with our definition of U.S. middle-market companies.

Attractive Investment Dynamics. An imbalance between the supply of, and demand for, middle-market debt capital creates attractive pricing dynamics. We believe the directly negotiated nature of middle-market financings also generally provides more favorable terms to the lender, including stronger covenantand reporting packages, better call protection, and lender-protective change of control provisions.

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Additionally, we believe BDC managers’ expertise in credit selection and ability to manage through creditcycles has generally resulted in BDCs experiencing lower loss rates than U.S. commercial banks through creditcycles. Further, we believe that historical middle-market default rates have been lower, and recovery rateshave been higher, as compared to the larger market capitalization, broadly distributed market, leading tolower cumulative losses.

Conservative Capital Structures. Following the credit crisis, which we define broadly as occurringbetween mid-2007 and mid-2009, lenders have generally required borrowers to maintain more equity asa percentage of their total capitalization, specifically to protect lenders during economic downturns. Withmore conservative capital structures, U.S. middle-market companies have exhibited higher levels of cash flowsavailable to service their debt. In addition, U.S. middle-market companies often are characterized bysimpler capital structures than larger borrowers, which facilitates a streamlined underwriting process and,when necessary, restructuring process.

Attractive Opportunities in Investments in Loans. We invest in senior secured or unsecured loans,subordinated loans or mezzanine loans and, to a lesser extent, equity and equity-related securities. Webelieve that opportunities in senior secured loans are significant because of the floating rate structure ofmost senior secured debt issuances and because of the strong defensive characteristics of these types ofinvestments. Given the current low interest rate environment, we believe that debt issues with floating interestrates offer a superior return profile as compared with fixed-rate investments, since floating rate structuresare generally less susceptible to declines in value experienced by fixed-rate securities in a rising interest rateenvironment. Senior secured debt also provides strong defensive characteristics. Senior secured debt haspriority in payment among an issuer’s security holders whereby holders are due to receive payment beforejunior creditors and equity holders. Further, these investments are secured by the issuer’s assets, which mayprovide protection in the event of a default.

Potential Competitive Advantages

We believe that our Adviser’s disciplined approach to origination, fundamental credit analysis,portfolio construction and risk management should allow us to achieve attractive risk-adjusted returnswhile preserving our capital. We believe that we represent an attractive investment opportunity for thefollowing reasons:

Experienced Team With Expertise Across all Levels of the Corporate Capital Structure. The membersof the Investment Committee each have over 25 years of experience in private lending and investing at alllevels of a company’s capital structure, particularly in high yield securities, leveraged loans, high yield creditderivatives and distressed securities, as well as experience in operations, corporate finance and mergersand acquisitions. The members of the Investment Committee have diverse backgrounds with investingexperience through multiple business and credit cycles. Moreover, certain members of the InvestmentCommittee and other executives and employees of our Adviser and its affiliates have operating and/orinvesting experience on behalf of BDCs. We believe this experience provides our Adviser with an in-depthunderstanding of the strategic, financial and operational challenges and opportunities of middle-marketcompanies and will afford it numerous tools to manage risk while preserving the opportunity for attractive risk-adjusted returns on our investments.

Distinctive Origination Platform. To date, a substantial majority of our investments have beensourced directly. We believe that our origination platform provides us the ability to originate investmentswithout the assistance of investment banks or other traditional Wall Street intermediaries. The InvestmentTeam includes over 50 investment professionals and is responsible for originating, underwriting, executingand managing the assets of our direct lending transactions and for sourcing and executing opportunitiesdirectly. The Investment Team has significant experience as transaction originators and building andmaintaining strong relationships with private equity sponsors and companies.

The Investment Team also maintains direct contact with banks, corporate advisory firms, industryconsultants, attorneys, investment banks, “club” investors and other potential sources of lendingopportunities. We believe our Adviser’s ability to source through multiple channels allows us to generateinvestment opportunities that have more attractive risk-adjusted return characteristics than by relying solelyon origination flow from investment banks or other intermediaries and to be more selective investors.

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Since its inception through March 31, 2020, our Adviser and its affiliates have reviewed over 4,400opportunities and have sourced potential investment opportunities from over 470 private equity sponsorsand venture capital firms. We believe that our Adviser receives “early looks” and “last looks” based on itsrelationships, allowing it to be highly selective in the transactions it pursues.

Potential Long-Term Investment Horizon. We believe our potential long-term investment horizongives us flexibility, allowing us to maximize returns on our investments. We invest using a long-term focus,which we believe provides us with the opportunity to increase total returns on invested capital, as comparedto other private company investment vehicles or investment vehicles with daily liquidity requirements(e.g., open-ended mutual funds and ETFs).

Defensive, Income-Orientated Investment Philosophy. Our Adviser employs a defensive investmentapproach focused on long-term credit performance and principal protection. This investment approachinvolves a multi-stage selection process for each investment opportunity as well as ongoing monitoring ofeach investment made, with particular emphasis on early detection of credit deterioration. This strategy isdesigned to minimize potential losses and achieve attractive risk adjusted returns.

Active Portfolio Monitoring. Our Adviser closely monitors the investments in our portfolio and takesa proactive approach to identifying and addressing sector- or company-specific risks. Our Adviser receivesand reviews detailed financial information from portfolio companies no less than quarterly and seeks tomaintain regular dialogue with portfolio company management teams regarding current and forecastedperformance. Although we may invest in “covenant-lite” loans, which generally do not have a complete setof financial maintenance covenants, we anticipate that many of our investments will have financial covenantsthat we believe will provide an early warning of potential problems facing our borrowers, allowing lenders,including us, to identify and carefully manage risk.

Further, we anticipate that many of our equity investments will provide us the opportunity to nominatea member or observer to our Board of the portfolio company, which we believe will allow us to closelymonitor the performance of our portfolio companies.

Structure of Investments

We expect that generally our portfolio composition will be majority debt or income producing securities,which may include “covenant-lite” loans, with a lesser allocation to equity or equity-linked opportunities. Inaddition, we may invest a portion of our portfolio in opportunistic investments, which will not be ourprimary focus, but will be intended to enhance returns to our shareholders. These investments may includehigh-yield bonds, which are speculative and often referred to as “junk,” and broadly-syndicated loans. Ourportfolio composition may fluctuate from time to time based on market conditions and interest rates.

Covenants are contractual restrictions that lenders place on companies to limit the corporate actions acompany may pursue. Generally, the loans in which we expect to invest will have financial maintenancecovenants, which are used to proactively address materially adverse changes in a portfolio company’s financialperformance. However, to a lesser extent, we may invest in “covenant-lite” loans. We use the term “covenant-lite” to refer generally to loans that do not have a complete set of financial maintenance covenants.Generally, “covenant-lite” loans provide borrower companies more freedom to negatively impact lendersbecause their covenants are incurrence-based, which means they are only tested and can only be breachedfollowing an affirmative action of the borrower, rather than by a deterioration in the borrower’s financialcondition. Accordingly, to the extent we invest in “covenant-lite” loans, we may have fewer rights against aborrower and may have a greater risk of loss on such investments as compared to investments in orexposure to loans with financial maintenance covenants.

Our investment objective is to generate current income and, to a lesser extent, capital appreciation bytargeting investment opportunities with favorable risk-adjusted returns.

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Debt Investments. The terms of our debt investments are tailored to the facts and circumstances ofeach transaction. Our Adviser negotiates the structure of each investment to protect our rights and manageour risk. We intend to invest in the following types of debt:

• First-lien debt. First-lien debt typically is senior on a lien basis to other liabilities in the issuer’scapital structure and has the