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 Eversheds Sutherland (US) LLP

700 Sixth Street, NW, Suite 700

Washington, DC  20001-3980

D: +1 202.383.0218

F: +1 202.637.3593

cynthiakrus@eversheds-sutherland.com

September 25, 2024

Via EDGAR

U.S. Securities and Exchange Commission

Division of Investment Management

Attention: Ms. Anu Dubey and Mr. John Kernan

100 F Street, N.E.

Washington, D.C. 20549

Re: Blue Owl Capital Corporation – Registration Statement on Form N-14 (File No. 333-281609)

Dear Ms. Dubey and Mr. Kernan:

On behalf of Blue Owl Capital Corporation (the “Company” or “OBDC”), set forth below is the Company’s response to the oral comments provided by the staff of the Division of Investment Management (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”), on September 10, 2024 and September 12, 2024, regarding the Company’s registration statement on Form N-14 (the “Registration Statement”), and the joint proxy statement/prospectus contained therein, as initially filed with the SEC on August 16, 2024. Each of the Staff’s comments is set forth below and followed by the Company’s response. Unless otherwise indicated, all page references are to page numbers in the Registration Statement. Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Registration Statement.

Legal

1.Comment: In the OBDC Shareholder Letter, please disclose the limited purposes for which the Advisers are party to the Merger Agreement.

Response: The Company has revised the third through sixth paragraphs of the OBDC Shareholder Letter to add the language underlined below:

At the OBDC Special Meeting, you will be asked to:

(i)approve the issuance of shares of OBDC common stock, par value $0.01 per share (“OBDC Common Stock”) pursuant to the Agreement and Plan of Merger dated as of August 7, 2024 (the “Merger Agreement”) by and among OBDC, a Maryland corporation, Cardinal Merger Sub Inc., a Maryland corporation and

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wholly owned subsidiary of OBDC (“Merger Sub”), Blue Owl Capital Corporation III, a Maryland corporation (“OBDE”), Blue Owl Credit Advisors LLC, a Delaware limited liability company (“OBDC Adviser”) (for the limited purposes set forth therein and described below) and Blue Owl Diversified Credit Advisors LLC, a Delaware limited liability company (“OBDE Adviser”) (for the limited purposes set forth therein and described below) (such proposal is referred to herein as the “Merger Stock Issuance Proposal”);

(ii)approve the Fourth Amended and Restated Investment Advisory Agreement between OBDC and OBDC Adviser (the “New OBDC Investment Advisory Agreement”) on the terms described in the accompanying joint proxy statement/prospectus (such proposal is referred to herein as the “Advisory Agreement Amendment Proposal”). The New OBDC Investment Advisory Agreement is amended to exclude the impact of purchase accounting adjustments resulting from any purchase premium or discount paid for the acquisition of assets in a merger from the calculation of the income incentive fee and the capital gains incentive fee, and to delete certain provisions and remove references to items which by their terms are not applicable to OBDC as a result of OBDC’s listing on the New York Stock Exchange.

The Board, including all of the independent directors, and upon recommendation of a committee of the Board comprised solely of the independent directors, unanimously recommends that you vote “FOR” the approval of the Merger Stock Issuance Proposal. The Board, including all of the independent directors, also unanimously recommends that you vote “FOR” the approval of the Advisory Agreement Amendment Proposal.

The approval of the Merger Stock Issuance Proposal is not contingent on the approval of the Advisory Agreement Amendment Proposal and the approval of the Advisory Agreement Amendment Proposal is not contingent on the approval of the Merger Stock Issuance Proposal. Closing of the Mergers (as defined below) is contingent upon OBDC Shareholder approval of the Merger Stock Issuance Proposal, approval by the holders of common stock of OBDE (“OBDE Shareholders”) of a proposal to adopt the Merger Agreement and certain other closing conditions.

OBDC and OBDE are proposing a combination of both companies by a series of mergers and related transactions pursuant to the Merger Agreement pursuant to which Merger Sub will merge with and into OBDE with OBDE continuing as the surviving company (the “Initial Merger”). Immediately following the Initial Merger, OBDE, as the surviving company, would merge with and into OBDC with OBDC continuing as the surviving company (the “Second Merger” and together, with the Initial Merger, the “Mergers”). OBDC Adviser and OBDE Adviser are each a party to the Merger Agreement for the following limited purpose:  to (i) deliver the calculation of the Closing OBDC NAV (as defined below) or the Closing OBDE NAV (as defined below), as applicable, and (ii) make customary representations and warranties. OBDC Adviser is also party to the

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Merger Agreement because it has agreed to reimburse each of OBDC and OBDE for 50% of all fees and expenses incurred and payable by each party in connection with the Mergers, subject to certain terms, conditions and limitations included in the Merger Agreement. OBDE Adviser is also party to the Merger Agreement because it is a party to the investment advisory agreement and administration agreement with OBDE, which the Merger Agreement stipulates will be automatically terminated immediately after the Effective Time and immediately prior to the Second Merger.

2.Comment: In the OBDE Notice of Special Meeting of Shareholders, disclose why there is an Initial Merger and a Second Merger.

Response: The Company has revised the fourth paragraph of the OBDE Notice of Special Meeting of Shareholders to add the language underlined below:

Pursuant to the Merger Agreement, Merger Sub will merge with and into OBDE, with OBDE continuing as the surviving company (the “Initial Merger”), followed immediately by the merger of OBDE with and into OBDC, with OBDC as the surviving company (the “Second Merger” and together, with the Initial Merger, the “Mergers”) (such proposal is referred to herein as the “Merger Proposal”). The Mergers are taking place in two steps: (1) to allow the Mergers, taken as a whole, to qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”); and (2) to preclude imposition of corporate-level income tax should the transaction fail to qualify as a “reorganization” under Section 368(a) of the Code and OBDE fail to qualify as a regulated investment company for any reason. Subject to the terms and conditions of the Merger Agreement, if the Initial Merger is completed, each holder of OBDE common stock, par value $0.01 per share (“OBDE Common Stock”), issued and outstanding immediately prior to the effective time of the Initial Merger will have the right to receive, for each share of OBDE Common Stock, a number of shares of OBDC common stock, par value $0.01 per share (“OBDC Common Stock”) equal to the Exchange Ratio (as defined below), provided, that the Exchange Ratio shall be adjusted if, between the Determination Date (as defined below) and the effective time of the Mergers, the respective outstanding shares of OBDC Common Stock or OBDE Common Stock shall have been increased or decreased or changed into or exchanged for a different number or kind of shares or securities, in each case, as a result of any reclassification, recapitalization, stock split, reverse stock split, split-up, merger, issue tender or exchange offer, combination or exchange of shares, or similar transaction, or if a stock dividend or dividend payable in any other securities or similar distribution shall be authorized and declared with a record date within such period.

3.Comment: Explain why it is appropriate for OBDE Shareholders to vote on the Mergers when such shareholders do not know which investment advisory agreement will be in effect for the surviving fund because it depends on whether the New OBDC Investment Advisory Agreement will be approved.

Response: The Company respectfully advises the Staff that it is appropriate for OBDE Shareholders to vote on the Mergers because (1) the changes being proposed in the New

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OBDC Investment Advisory Agreement are not material, and (2) the Registration Statement contains sufficient information about the changes being proposed in the New OBDC Investment Advisory agreement for an OBDE Shareholder to evaluate the Mergers and consider whether to approve the Merger Proposal regardless of whether the proposed changes are approved.

As described in the section of the Registration Statement entitled “Accounting Treatment of the Mergers,” ASC 805-50, Business Combinations—Related Issues (“ASC 805-50”) requires the Company to treat the Merger as an asset acquisition. The asset acquisition method of accounting requires OBDC to, among other things, record on its books the assets acquired from OBDE at fair market value. Because ASC 805-50 also requires OBDC to allocate any purchase premium or purchase discount to each asset acquired from OBDE, the Merger may result in amortization or accretion to interest income and in OBDC immediately recognizing on its financial statements any unrealized depreciation and / or unrealized appreciation attributable to OBDE’s former assets. Although there is no expected change in the asset composition of the combined OBDC/OBDE entity, since OBDC’s Current OBDC Investment Advisory Agreement calculates incentive fees based on these inputs, the required asset acquisition accounting treatment could alter (i.e., increase or decrease) the amount of incentive fees due to OBDC  Adviser solely as a result of the Merger, as described further in the Registration Statement.

One of the purposes of the New OBDC Investment Advisory Agreement is to adjust the calculations of OBDC’s capital gains incentive fee and income incentive fee to exclude the impact of any amortization or accretion of any purchase premium or purchase discount resulting solely from the purchase accounting required in a merger. The Company believes that the New OBDC Investment Advisory Agreement would better align the incentive fees with the economic realities of a merger that results in a combined entity with substantially the same assets. In other words, the New OBDC Investment Advisory Agreement is intended to make the calculation of the incentive fees neutral with respect to a merger. Since OBDC and OBDE shareholders’ capital gains and income incentive fees are otherwise exactly the same, and since such shareholders’ fees would not be altered solely as a result of the merger transaction, the Company does not believe that changes to the income and capital gain incentive fees included in the New OBDC Investment Advisory Agreement are material.

The Registration Statement discloses that, if the Mergers had been completed on June 30, 2024, the New OBDC Investment Advisory Agreement would have resulted in a $0.1 million quarterly decrease in the income incentive fee due to the Adviser, and no additional capital gains incentive fees due to the Adviser. The Company believes that the pro forma decrease in income incentive fees as of June 30, 2024 is immaterial given the income incentive fees that OBDC historically paid. For example, for the fiscal year ended December 31, 2023, the $0.1 million decrease in income incentive fee per quarter would have represented a 0.25% overall decrease in the amount of incentive fees paid based on the $159.9 million in annual income incentive fees paid by OBDC in that year.

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The second purpose of the New OBDC Investment Advisory Agreement is to remove certain provisions relating to the NASAA Omnibus Guidelines and provisions that were solely applicable to OBDC prior to the listing of its Common Stock on the NYSE. As these provisions have never applied to the Company, the Company does not believe that removing these provisions would be material to any OBDE Shareholder considering whether to approve the Merger.

In addition to the changes included in the New OBDC Investment Advisory Agreement not being material, the Company believes that it has provided OBDE Shareholders with sufficient information to determine how OBDC would operate, regardless of whether OBDC’s Shareholders approve the New OBDC Investment Advisory Agreement. As noted in the Registration Statement, there is no material difference in the rate of ongoing management and incentive fees to be paid by, nor the services that the OBDC Adviser expects to provide to, shareholders of the combined company. As discussed above, the Company has fully disclosed the potential impact on the incentive fees of the approval of the New OBDC Investment Advisory Agreement, and that removal of provisions related to the NASAA Omnibus Guidelines and periods prior to the listing of OBDC’s Common Stock on the NYSE is not expected to have any impact on the Company. As a result, the Company believes that the OBDE shareholders have sufficient information to fully evaluate the expected operations of the combined company following the Mergers.

4.Comment: Explain why the vote required for the Merger Proposal is not a majority of outstanding voting securities as required by Rule 17a-8(a)(3)(ii) under the 1940 Act.

Response: The Company respectfully advises the Staff that the voting standard in Rule 17a-8(a)(3)(ii) is not required because the transaction satisfies the conditions set forth therein. Specifically, the investment advisory contract between OBDC and OBDC Adviser is not materially different from the advisory contract between OBDE and OBDE Adviser, except for the identity of the adviser party thereto. The services to be provided by OBDC Adviser are the same services that OBDE Adviser currently provides to OBDE. Specifically, both OBDE Adviser and OBDC Adviser have the same employees, investment committees, portfolio managers, and processes for sourcing and monitoring investment opportunities. Moreover, the termination provisions of each of their investment advisory agreements are the same, and the management fee and incentive fee rates under each agreement are the same.

As such, the majority voting standard under the 1940 Act is not required with respect to the Merger Proposal and the Maryland state law voting requirement is sufficient for approval of the Merger Proposal.

5.Comment: Please describe with specificity what happens in the Initial Merger and whose shares are exchanged for whose shares and whether this exchange is it at NAV, and please also explain what legal approvals, if any, are required for the initial merger.

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Response: The Company respectfully advises the Staff that subject to the terms and conditions of the Merger Agreement, at the effective time of the Initial Merger, (i)  each share of common stock of Merger Sub (all of which are owned by the Company) will be converted into one validly issued, fully paid and nonassessable share of common stock of OBDE and (ii) shares of OBDE Common Stock (other than those held by the Company or any of its consolidated subsidiaries) will be converted into the right to receive, the number of shares of OBDC Common Stock equal to the Exchange Ratio (the “Merger Consideration”). As a result of the Initial Merger, all shares of OBDE Common Stock shall no longer be outstanding and shall automatically be cancelled and shall only represent the right to receive the Merger Consideration, cash in lieu of fractional shares and any dividends or other distributions payable pursuant