The NAV Blue Owl Won't Publish
Executive Summary
Blue Owl Capital Corporation II (OBDC II) has not published an updated NAV in over 45 days - a disclosure it made reliably every month for 14 consecutive months prior. The silence coincides precisely with the final weeks of an unsolicited tender offer from Saba Capital and Cox Capital Partners, which expires April 24, 2026. With no redemption window, no DRIP, no merger, and no exit alternative, OBDC II shareholders are being asked to make a permanent investment decision with stale data. Blue Owl's board filed its formal recommendation to reject the offer in March 2026 - citing a NAV figure from December 31, 2025 that was already one full quarter old the day they published it and has only gotten more stale since. Under SEC Rule 14e-2, that omission is not merely a governance failure, but also a legal one. And if history is any guide, the institutions that choose transparency in moments like this are the ones that survive them.
A Note on My Perspective
I spent years operating a non-traded REIT and BDC tender offer platform - Liquidity Partners - executing Schedule TO mechanics, managing transfer agent relationships, and running selective tender offers on the same types of non-traded products OBDC II shareholders are now trapped in. I understand how these structures work, how they fail, and exactly what Blue Owl is doing and not doing (and likely thinking) right now.
Background
An active securities class action against Blue Owl Capital was filed January 19, 2026 in the Southern District of New York. The allegation is straightforward: executives told investors there was "no meaningful pressure from redemptions" while $150 million was walking out the door through the first nine months of 2025 (a 20% increase over the prior year).
That lawsuit covers conduct through November 2025. And what has happened since deserves equal scrutiny.
Since February 18, 2026, OBDC II shareholders have no redemption window, no DRIP, no merger, no tender program, and no updated NAV…45 days and counting. What they do have is an unsolicited tender offer from Saba Capital and Cox Capital Partners at $3.80 per share, which Blue Owl's board has loudly characterized as "33% below NAV" and urged shareholders to reject.
There is one significant problem with that recommendation.
The NAV Problem
When Blue Owl's board filed its formal Schedule 14D-9 recommendation to reject Saba's offer on March 13th, 2026, the NAV figure they cited was from December 31, 2025 - the year-end figure from their annual 10-K. That NAV was already one full quarter stale the day the board published it. And it has only gotten more stale since.
Between December 31, 2025 and today - April 11th, 2026, the following has happened:
A $2.50 per share special return-of-capital distribution was paid to all shareholders of record as of March 24, 2026 - directly and immediately reducing NAV by approximately 30%.
$600 million in loan assets were sold.
Credit markets moved materially, with tariff-driven spread widening working through private credit portfolios broadly.
A full quarter of portfolio marks has yet to be disclosed.
The board's entire case for rejecting Saba's offer rests on a balance sheet that existed before any of this occurred.
Shareholders reading Blue Owl's recommendation are being asked to make a permanent, irrevocable decision, based on a number that no longer reflects the fund they actually own.
That is not a minor disclosure gap. That is a fundamental failure of the board's obligation to its shareholders.
The Trap Shareholders Are Actually In
Tender at $3.80 - and you forfeit all future distributions, surrender your ownership in a portfolio Blue Owl insists is worth substantially more, and lock in a permanent loss with no recourse.
Don't tender - and you remain trapped in a fund with no redemption window, no exit, and quarterly capital returns on a timeline entirely of Blue Owl's choosing. That wind-down could take years. Meanwhile, Blue Owl continues collecting its base management fee of 1.50% on gross assets - approximately $23.6 million annually on the current $1.576 billion portfolio. Paid quarterly. Regardless of NAV erosion. Regardless of missing disclosures. Regardless of whether shareholders can get their money out.
Two choices. No reliable data to evaluate either one. The offer closes April 24th.
What Is Actually Happening Behind the Scenes
Saba and Cox filed their SC TO-T with the SEC on March 6th, 2026. Under SEC Rule 14e-1, once a tender offer formally commences, the purchasers are legally obligated to purchase every share properly tendered, up to their stated maximum of 8,000,000 shares at $3.80. Saba is not blinking. Saba remains committed.
Blue Owl knows this.
Which means Blue Owl's silence on NAV is not passive. It is tactical. If shareholders are uncertain, and if they believe Blue Owl's claim that $3.80 is deeply inadequate but cannot verify it with a current NAV, fewer of them tender. Saba closes on fewer shares. The offer becomes less economically meaningful. Blue Owl wins on participation, not on substance.
Blue Owl is betting its own shareholders won't move. Saba is betting enough of them will. And the one number that would settle the question - a current, post-distribution NAV - sits unpublished on Blue Owl's desk with 13 days left on the clock.
The Legal Exposure
Under SEC Rule 14e-2, a board responding to a tender offer must ensure shareholders have the material information necessary to make an informed decision. A current NAV is unambiguously material information. It is not a courtesy. It is a legal obligation that Blue Owl is not meeting.
The existing class action - Goldman v. Blue Owl Capital Inc., No. 25-cv-10047 - alleges violations of Section 10(b) of the Securities Exchange Act of 1934 and covers conduct through November 2025. The post-February conduct described in this article is not captured in that complaint.
If OBDC II shareholders are harmed as a result of making a permanent tender decision without a current NAV - tendering into a stale price, or holding based on a board recommendation backed by a pre-distribution balance sheet - the next lawsuit writes itself, and it begins April 25th.
What Principled Leadership Looks Like
We know what good looks like in moments like this. In 1982, Johnson & Johnson voluntarily recalled 31 million bottles of Tylenol at a cost of over $100 million, before the FDA issued a single order. The tampering was not Johnson & Johnson’s fault. They acted anyway. Within a year, they had recovered their entire market share. The episode is studied in business schools four decades later not because J&J was legally required to act - but because they weren't, and they did anyway.
In 1991, Warren Buffett took the helm at Salomon Brothers during a Treasury bond scandal with no legal obligation to do so. He dismissed the responsible executives, appeared before Congress, and staked his personal reputation on full transparency. His standard was unambiguous:
"Lose money for the firm and I will be understanding. Lose a shred of reputation and I will be ruthless."
Salomon survived. Buffett's reputation was enhanced, not diminished, by the episode.
Neither company was legally required to act. Both chose to. Both are studied for it today.
What Happens Next
Here is what I expect to happen.
Blue Owl will not publish a current NAV before April 24th. The suppression of tender participation is too tactically valuable to abandon with 13 days remaining. Saba's offer will close with fewer shares tendered than hoped - providing meaningful liquidity to a small number of shareholders while leaving the majority exactly where they started.
After April 24th, Blue Owl will report Q1 2026 results in mid-May. That filing will contain the first verified post-distribution NAV. Whatever that number is, it will be materially lower than the figure Blue Owl's board cited in its campaign to reject Saba's offer. The gap between what they said and what they knew will become visible.
That is when the next chapter of this story begins.
OBDC II shareholders - and their attorneys - will have the receipts.
Conclusion
Blue Owl has 13 days to decide what kind of institution it wants to be remembered as. The obligation is clear, and the precedent is written. The receipts are already filed with the SEC, and now the entire world of finance is watching.
Publish the NAV.
Paul Laughlin is the founder of LaughlinRE LLC, a multifamily and REIT securities analysis advisory firm based in Bentonville, Arkansas. He previously operated a non-traded REIT and BDC tender offer platform (Liquidity Partners), executing Schedule TO mechanics and selective tender offers on non-traded alternative investment products. He has spent his career at the intersection of alternative investments, investor protection, and institutional real estate. He can be reached at paul@laughlinre.com.
Disclosure: The author has no current or prospective position in Blue Owl Capital Corporation II (OBDC II), Blue Owl Capital Inc. (NYSE: OWL), or any related securities. This article is published for informational and commentary purposes only and does not constitute investment advice, legal advice, or a solicitation to buy or sell any security. Readers should consult their own financial and legal advisors before making any investment decision. All information is sourced from publicly available SEC filings, press releases, and media reports. The author is not an attorney. Nothing in this article should be construed as legal advice.