A LEADING ALTERNATIVE ASSET MANAGER

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1 A LEADING ALTERNATIVE ASSET MANAGER This is neither an offer to sell nor a solicitation of an offer to buy the securities described herein. Only a prospectus for Owl Rock Capital Corporation II can make such an offer. This material is authorized only when it is accompanied or preceded by the Owl Rock Capital Corporation II prospectus. Neither the SEC, the Attorney General of the State of New York nor any state securities commission has approved or disapproved of these securities or determined if the prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Securities are offered through Owl Rock Capital Securities LLC, member of FINRA/SIPC, as Dealer Manager. ORCC-II-BRO-11-17

2 1 THE OWL ROCK STORY 2 CHALLENGES IN TODAY S MARKET 3 OWL ROCK: POSITIONED TO MEET TWO DISTINCT CHALLENGES 4 WHY OWL ROCK CAPITAL CORPORATION II? 6 OUR STRUCTURE 7 WHY OWL ROCK? Risk Factors An investment in Owl Rock Capital Corporation II ( ORCC II or our, we or us ) is speculative and involves a high degree of risk, including the risk of substantial loss of investment, as well as substantial fees and costs, all of which may impact an investor s return. The following are some of the risks involved in an investment in our common shares; however, an investor should carefully consider the fees and expenses and information found in the Risk Factors section of our prospectus before deciding to invest: You should not expect to be able to sell your shares regardless of how we perform. We may offer to repurchase a limited number of shares, but if we do, it is likely you will receive less than your initial purchase price. While ORCC II intends to implement a share repurchase program and conduct quarterly tender offers, any such share repurchase program may be amended, suspended or terminated at any time at the discretion of our board of directors. Any repurchases will be limited to the lesser of (a) 2.5% of the weighted average 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 of our common stock under our distribution reinvestment plan. We do not intend to list our shares on any securities exchange for what may be a significant time and we do not expect a secondary market in the shares to develop. You should consider that you may not have access to the money you invest for an indefinite period of time. Because you will be unable to sell your shares, you will be unable to reduce your exposure in any market downturn. See page 8 for additional risk disclosures.

3 The Owl Rock Story Owl Rock is a leading alternative asset manager with deep expertise in the credit markets. At Owl Rock, our competitive edge is rooted in the experience of our founders and a world class, credit-focused investment team. Owl Rock s Founders Offer Deep Expertise and Broad Experience Investing throughout Market Cycles and Across the Capital Structure Co-Founder, GSO Capital Partners, Blackstone s credit division and one of the world s largest credit-oriented alternative asset managers Managing Director, Chairman of Credit Suisse First Boston s Leveraged Finance Group Douglas I. Ostrover Global Co Head of Credit Suisse First Boston s Leveraged Finance Group Member of KKR s Management Committee Extensive investing experience across a wide range of alternatives including private equity, infrastructure and real assets Marc Lipschultz M&A and Principal Investment Activities, Goldman Sachs Partner, Goldman Sachs Co-head of the Leveraged Finance Group in the Americas, Goldman Sachs Member of Goldman Sachs Firmwide Capital Committee Craig W. Packer Doug, Marc and Craig formed Owl Rock with the goal of building a comprehensive direct lending platform that seeks to address two key challenges in today s markets: Challenges of income-seeking investors in today s low rate and low return environment Challenges of U.S. middle market businesses in search of capital Owl Rock Capital Corporation II 1

4 Challenges in Today s Market INVESTORS ARE SEARCHING FOR INCOME In today s low rate and low return environment, investors may want to consider enhancing their traditional 60/40 asset allocation model with additional sources of income. Alternative investments typically provide a different stream of income than traditional cash and bond investments and may improve diversification when added to an overall portfolio. Diversification may potentially help to reduce risk within an investment portfolio over time. 10-Year Treasury Rate - Daily (Percent) Interest Rates Are Still Well Below Historical Averages 10-Year Treasury 25 Year Historical Average Source: Federal Reserve Bank of St. Louis Economic Research (FRED) as of June 30, PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS. Cash Cash Bonds Stocks Traditional 60/40 Asset Allocation Model Bonds Stocks Asset Allocation Model with Alternatives Alternatives Today s markets may present a challenge for income-seeking investors There is no guarantee that the potential benefits of alternative investments will be achieved. Income provided by ORCC II is derived from distributions. Distributions are not guaranteed and they may be changed or suspended at any time. 2

5 U.S. MIDDLE MARKET BUSINESSES ARE SEARCHING FOR CAPITAL Bank consolidation and increased banking regulations have dramatically reduced the amount of commercial loans available to middle market borrowers. At the same time, U.S. middle market companies need capital to facilitate growth, acquire businesses and support daily operations. Commercial Bank Participation in Leveraged Loans Has Significantly Declined % Bank Participation in Leveraged Loans % reduction in participation 11.0% Q17 Bank Participation in Leveraged Loans Source: LCD, S&P Global Market Intelligence, Standard & Poor s Leveraged Commentary & Data as of 1Q PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS. Owl Rock: Positioned to Meet Two Distinct Challenges A leading alternative asset manager with deep expertise in the credit markets, Owl Rock provides direct lending solutions to middle market companies seeking capital. This private credit strategy is available to income-seeking investors through Owl Rock Capital Corporation II. Combined Investor Capital Interest Payments 90% of Taxable Income Distributed Loans Provided to U.S. Middle Market Companies There is no guarantee that these objectives will be achieved. Owl Rock Capital Corporation II 3

6 Why Owl Rock Capital Corporation II? Owl Rock Capital Corporation II (ORCC II) is a business development company that offers the potential to generate income by originating loans to, and making debt investments in, U.S. middle market companies. ORCC II seeks to leverage Owl Rock s significant institutional backing and deep relationships in the private equity market to generate investment opportunities that have attractive risk-adjusted return potential. Why consider ORCC II as part of your core income allocation? 1 OPPORTUNITY TO INVEST IN A LARGE, UNTAPPED MARKET U.S. Middle Market: Third-Largest Economy in the World 1 Gross Domestic Product ($ Trillions) $18.0 The U.S. Middle Market in Numbers as of 2Q $4.1 $3.3 $5.9 $11.4 U.S. Middle Market Ranks as the 3RD LARGEST Economy in the World Approximately 1/3 of private sector U.S. GDP Nearly 200,000 businesses Annual revenue ranging from $10 million to $1billion 48 million workers 1/3 of all U.S. jobs Investing in privately held middle market companies presents certain challenges, including the lack of available information about these companies. Middle market loans are often illiquid and issued by below-investment-grade companies. 1 Source: National Center for the Middle Market (NCMM) 2Q 2017 Middle Market Indicator. NCMM defines middle-market companies as those with $10 million to $1 billion of annual revenue. We believe this has significant overlap with Owl Rock Capital Corporation II s definition of middle-market companies, which is companies with EBITDA between $10 million and $250 million annually and/or annual revenue of $50 million to $2.5 billion at the time of investment. 2 POTENTIAL TO PRESERVE CAPITAL THROUGH SENIOR SECURED LOANS1 Highest Senior-Secured Loans Have the Highest Payment Priority and Are Collateralized by a Company s Assets 2 SENIOR SECURED LOANS focuses on SENIOR SECURED LOANS Payment Priority UNSECURED DEBT (High Yield Bonds, Mezzanine or Subordinated Debt) EQUITY Lowest 1 Owl Rock focuses primarily on originating senior-secured loans to middle market companies but, as disclosed in our prospectus, ORCC II may also invest in unsecured loans, subordinated loans, and to a lesser extent, equities and warrants. In addition, up to 30% of the portfolio may be in investments of non-qualifying portfolio companies. 2 Collateral securing any loan may lose some or all of its value over time, which could have adverse consequences on ORCC II, including loss of principal. SEE DEFINITIONS IN THE BACK. 4

7 3 INVESTMENT IN FLOATING RATE LOANS Floating Rate Loans Have Experienced Strong Performance Across Interest Rate Cycles 7% 6% 5% 4% 3% 2% 1% Rising Rates 2/94-2/95 Loans: 8.87% Bonds: 1.78% Declining/Flat Rates 1/92-2/94 Loans: 21.73% Bonds: 19.01% Rising Rates 5/99-5/00 Loans: 3.93% Bonds: 2.11% Declining/Flat Rates 2/95-5/99 Loans: 34.48% Bonds: 38.67% Declining/Flat Rates 5/00-6/04 Loans: 22.59% Bonds: 36.60% Rising Rates 6/04 6/06 Loans: 11.92% Bonds: 5.94% Declining/Flat Rates 6/06-12/15 Loans: 43.95% Bonds: 56.60% Rising Rates 12/15 6/17 Loans: 12.40% Bonds: 5.39% 0% Source: Federal Reserve, Bloomberg as of June 30, Performance is cumulative for holding periods shown. Loan performance is represented by Credit Suisse Leveraged Loan Index and represents the investable universe of the U.S. dollar denominated leveraged loan market. Senior secured loans are subject to major risk factors, including credit risk, liquidity risk and interest rate risk. Bond performance is represented by Barclays U.S. Aggregate Bond Index, an unmanaged index of domestic investment-grade bonds, including corporate, government and mortgage-backed securities. Bond investing involves major risk factors, including interest rate and credit risk, which may result in the loss of principal. PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS. Unless otherwise stated, index returns do not reflect the effect of any applicable sales charges, commissions, expenses, taxes or leverage, as applicable. It is not possible to invest directly in an index. SEE INDEX DEFINITIONS IN THE BACK. RESULT Federal Funds Target Rate ENHANCED INCOME POTENTIAL AND PORTFOLIO DIVERSIFICATION Traditional Fixed Income Correlation with Senior-Secured Floating Rate Loans 0.26 Low Correlation To Traditional Income Sources Attractive Income & Return Potential Potential Benefits of Adding ORCC II to a Core Income Allocation May Lower Interest Rate Risk Municipal Bonds U.S. Aggregate Bonds U.S. Mortgage Backed Securities U.S. Corporate Bond Index U.S. 10-Year Treasury Bond Portfolio Diversification There is no guarantee that these investment objectives will be achieved. Correlation is a statistic that measures the degree to which two investments move in relation to each other. A perfect positive correlation coefficient of 1 implies that as one investment moves, either up or down, the other investment moves in lockstep, in the same direction. A perfect negative correlation of -1 means that two assets move in opposite directions, while a zero correlation implies no relationship between investments at all. The low correlations in the chart above indicate that senior-secured floating rate loans have performed differently than traditional fixed income asset classes and may provide diversification benefits when added to a core income allocation. Source: Bloomberg, 10 year correlations as of June 30, Senior-secured floating rate loans are represented by the Credit Suisse Leveraged Loan Index. Respective traditional fixed income indices are represented by the Bloomberg Barclays Municipal Bond Total Return Index, the Bloomberg Barclays U.S. Aggregate Bond Index, the Bloomberg Barclays U.S. MBS (Mortgage Backed Securities) Index, the Bloomberg Barclays Aaa Corporate Total Return Index and the 10 Year U.S. Treasury, respectively. SEE PAGE 7 FOR INDEX DEFINITIONS. This data is for illustrative purposes only and is not indicative of any investment. An investment cannot be made directly in an index. PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS. Owl Rock Capital Corporation II 5

8 Our Structure Owl Rock Capital Corporation II is a business development company (BDC) investment offering. Created by Congress in 1980, BDCs were established to encourage the flow of capital to small- and medium-size American companies to help them grow. They provide investors with exposure to investments in predominantly private companies, which are typically difficult to access. BDCs may offer different returns than stocks and bonds and can potentially help to provide diversification when added to an overall portfolio. Attributes of Business Development Companies TAX Allows pass through tax treatment if at least 90% of income and capital gains are distributed to shareholders annually GOVERNANCE Subject to the Investment Company Act of 1940; Board of Directors with majority independent directors TRANSPARENCY Required to file quarterly 10-Qs and annual 10-K (audited financial statements) and detailed disclosure of each investment included in a schedule of investments VALUATION Quarterly valuation of each investment by an independent third party INVESTING At least 70% of portfolio must be invested in private U.S. companies or public U.S. companies that have a market capitalization of less than $250 million; within BDC portfolios, position concentration restrictions can promote diversification ACCESS Access to sources of return typically not available through traditional investments 6

9 Why Owl Rock? Alternative Source of Income Potential for Institutional and Individual Investors Investment in Senior-Secured, Floating Rate Loans Competitive Edge Rooted in the Experience of Our Founders and a World Class, Credit-Focused Investment Team For more information, please go to or call Definitions Credit Suisse Leveraged Loan Index represents the investable universe of the U.S. dollar denominated leveraged loan market. U.S. Treasury 10 Year Note is a debt owed by the United States government for a period of ten years. Each note has a stated interest rate, which is paid semi-annually. Because the United States is seen as a very low-risk borrower, many investors see U.S. Treasury 10 Year Note interest rates as indicative of the wider bond market. There is a risk that the US government may not be able to repay its short- or long-term debts in full or on time. Bloomberg Barclays Municipal Bond Index currently contains approximately 46,200 bonds. To be included in the index, bonds must be rated investment-grade ( Baa3/BBB- or higher) by at least two of the following ratings agencies: Moody s, Standard & Poor s and Fitch, if all three rate the bond. If only two of the three agencies rate the bond, the lower rating is used to determine index eligibility. If only one of the three agencies rates a bond, the rating must be investment-grade. To be included in the index, bonds must have an outstanding par value of at least $7 million and be issued as part of a transaction of at least $75 million. The bonds must be fixed rate, have a dated-date after December 31, 1990, and must be at least one year from their maturity date. Bloomberg Barclays Aggregate Bond Index is a broad base index, maintained by Barclays Capital, and is often used to represent investment grade bonds being traded in United States. Bloomberg Barclays AAA Corporate Index measures the investment grade, fixed-rate, taxable corporate bond market. It includes USD denominated securities publicly issued by U.S. and non-u.s. industrial, utility and financial issuers. Bloomberg Barclays U.S. MBS Index tracks agency mortgage backed pass-through securities (both fixed rate and hybrid ARM) guaranteed by Ginnie Mae (GNMA), Fannie Mae (FNMA), and Freddie Mac (FHLMC). Senior-Secured Loans are the primary source of debt financing for private companies. These loans are typically secured, or backed by a company s assets. They also typically have floating rates, which adjust with changes in market interest rates. Unsecured Debt (high yield bonds, mezzanine or subordinated debt) is a type of debt or general obligation that is not protected by a guarantor, or collateralized by a lien on specific assets of the borrower in the case of a bankruptcy or liquidation or failure to meet the terms for repayment. High-yield bonds are bonds with lower credit ratings than investment-grade corporate bonds, Treasury bonds and municipal bonds. Because of the higher risk of default, these bonds typically pay a higher yield than investment grade bonds. Mezzanine capital is any subordinated debt or preferred equity instrument that represents a claim on a company s assets which is senior only to that of the common shares. Mezzanine financing can be structured either as debt (typically an unsecured and subordinated note) or preferred stock. Subordinated debt is a loan or security that ranks below other loans and securities with regard to claims on a company s assets or earnings. Subordinated debt is also known as a junior security or subordinated loan. Equity refers to common stock or any other security representing an ownership interest. This may be in a private company (not publicly traded), in which case it is called private equity. Common stock ranks as the lowest priority in a company s capital structure, and consequently, is often the class of stock held by company founders and employees. While common stockholders are afforded certain voting rights, economic participation in the event of a liquidity event or declaration of dividends is subordinate to creditor and preferred shareholder cash distributions. Given its relative rank in the capital structure, common stockholders often assume the most risk of any investor class in a given company. Owl Rock Capital Corporation II 7

10 Risk Factors (continued from inside front cover) An investment in our shares is not suitable for you if you need access to the money you invest. The payment of fees and expenses will reduce the funds available for investment, the net income generated, the funds available for distribution and the book value of the common shares. Please see ORCC II s prospectus for details on its fees and expenses. We may fund distributions from sources other than earnings, including offering proceeds and borrowings, which may affect future distributions, constitute a return of capital and reduce the amount of capital available to us for investment. Any capital returned to stockholders through distributions will be distributed after payment of fees and expenses. We have not established any limit on the extent to which we may use offering proceeds to fund distributions. Our distributions to stockholders may be funded in significant part from the reimbursement of certain expenses, including through the waiver of certain investment advisory fees, that will be subject to repayment to Owl Rock Capital Advisors LLC (the Adviser ). Significant portions of these distributions may not be based on our investment performance and such waivers and reimbursements may not continue in the future. The repayment of any amounts owed will reduce the future distributions to which you would otherwise be entitled. The Adviser and its affiliates face a number of conflicts with respect to us. Currently, the Adviser and its affiliates manage other investment entities, including Owl Rock Capital Corporation, and are not prohibited from raising money for and managing future investment entities that make the same types of investments as those we target. As a result, the time and resources that the Adviser devotes to us may be diverted. In addition, we may compete with any such investment entity also managed by the Adviser for the same investors and investment opportunities. Furthermore, the Adviser may face conflicts of interest with respect to services it may perform for companies in which we invest as it may receive fees in connection with such services that may not be shared with us. The incentive fee payable by us to the Adviser may create an incentive for the Adviser to make investments on our behalf that are risky or more speculative than would be the case in the absence of such compensation arrangements. We may be obligated to pay the Adviser incentive fees even if we incur a net loss due to a decline in the value of our portfolio and even if our earned interest income is not payable in cash. ORCC II intends to invest in securities that are rated below investment grade by rating agencies or that would be rated below investment grade if they were rated. Investing in privately held middle market companies presents certain challenges, including the lack of available information about these companies. The information provided above is not directed at any particular investor or category of investors and is provided solely as general information about our products and services to regulated financial intermediaries and to otherwise provide general investment education. No information contained herein should be regarded as a suggestion to engage in or refrain from any investment-related course of action as Owl Rock Capital Securities LLC, its affiliates, and Owl Rock Capital Corporation II are not undertaking to provide impartial investment advice, act as an adviser, or give advice in a fiduciary capacity with respect to the materials presented herein. 8 8

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