What’s Missing from Blue Owl OBCDII’s 14D-9 Recommendation? Accountability, Integrity, and Transparency
Non-traded BDCs are built for the average investor. Low minimums, polished marketing, and SEC filings engineered for someone who trusts the headline and assumes everything will be OK. That's not by accident - it’s a business model.
I'm writing this because transparency matters to my clients, regardless of levels of sophistication. My clients and readers deserve to know what these filings actually say.
Consider this: Blackstone's BCRED has raised an estimated $60B in cumulative equity since launching in 2021…and more in its first year ($15.8B) than Blue Owl’s OBDC II has raised in 9 years. OBDC II raised roughly $1.5B in investor equity and is now winding down. That's not a size difference. That's a trust difference.
Here's what OBDC II's 14D-9 released on March 13th, 2026 didn’t want you to notice when it advised that shareholders reject Saba Capital’s tender offer:
1. The BDC’s “proven track record” of 9.1% return assumes investors took monthly distributions as shares (DRIP), not cash.
Most investors in income-generating debt vehicles take cash. And most investors in OBDC II elected to take cash…and their real return is closer to 4.5%.
I pulled OBDC II’s 2023 - 2025 filings. Distributions paid in cash ran $48MM - $60MM annually. Declared distributions ran $87MM - $109MM. The gap was plugged with dilutive equity.
Then in 2025, a footnote quietly disclosed that OBDC II distributions included return OF capital. Shareholders were getting their own money back - disguised as income. The DRIP was terminated in February 2025 right as redemption pressure peaked. That's not a coincidence.
Citing a DRIP-inclusive return to argue against a cash offer is a choice. It's just not one made in the interest of investors.
2. The benchmark is unnamed for a reason.
The 14D-9 filing cites outperformance of "leveraged loan indices." OBDC II didn’t name any index in particular. No ticker. Just a vague category. And they likely kept it vague because they massively underperformed the S&P 500 index (which has had a 12.1% average annual return over the same period).
Blackstone's BCRED delivered 9.9% annualized while honoring every redemption request and funding 100% of distributions from net investment income. They never funded distributions from return of capital or recycled share issuance.
3. And finally, the OBDC II Board's conviction…came at zero personal cost.
The 14D-9 states: "To the extent any of the Company’s executive officers or other affiliates own shares in the Company, they will not tender their shares of the Company’s Common Stock in the Offer."
But for the CEO, no one on the Board owns any shares of OBDC II. Think about it…They are unanimously recommending investors reject a cash offer on an investment they’ve never put their own personal money behind.
At least BCRED recommended stockholders reject tenders and then followed up by having 25 of their own principals inject $150MM of personal wealth into the fund, and at the same basis and same terms as their stockholders. That is accountability.
This is how the OBDC II fund works:
The manager collects fees whether NAV rises or falls.
The Board bears zero financial exposure to their recommendation.
Investors bear all of the downside and only participate in part of the upside.
Integrity means your return figure reflects how investors actually participated.
Transparency means naming the benchmark you claim to beat.
Accountability means having your own capital at risk when you tell others to hold.
OBDC II's 14D-9 fails all three.