v3.25.1
ACQUISITIONS AND INTANGIBLE ASSETS, NET
3 Months Ended
Mar. 31, 2025
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]  
ACQUISITIONS AND INTANGIBLE ASSETS, NET
3. ACQUISITIONS AND INTANGIBLE ASSETS, NET
IPI Acquisition
The following table presents the consideration and net identifiable assets acquired and goodwill related to the IPI Acquisition:
(dollars in thousands)
Consideration
Equity consideration(1)
$922,174 
Cash consideration(2)
243,434 
Earnout liability 140,083 
Total Consideration$1,305,691 
Net Identifiable Assets Acquired and Goodwill
Assets acquired:
Cash and cash equivalents$1,107 
Due from related parties 40,550 
Intangible assets:
Investment management agreements240,000 
Investor relationships105,000 
Total intangible assets345,000 
Other assets, net1,448 
Total assets acquired388,105 
Liabilities assumed:
Accrued compensation227 
Operating lease liabilities982 
Accounts payable, accrued expenses and other liabilities5,040 
Total liabilities assumed6,249 
Net Identifiable Assets Acquired$381,856 
Goodwill(3)
$923,835 
(1)Represents Common Units issued to sellers.
(2)Includes $39.9 million of cash consideration payable in the second or third quarter of 2025.
(3)Goodwill represents the amount of total consideration in excess of net identifiable assets acquired. Approximately $199.4 million of the goodwill and intangible assets recognized are expected to be deductible by the Blue Owl Operating Partnerships for tax purposes.
The acquired investment management agreements and investor relationships had a weighted-average amortization period of 5.5 years and 11.3 years, respectively, from the date of acquisition.
IPI’s results are included in the Company’s consolidated results starting from the date the acquisition closed, January 3, 2025. For the three months ended March 31, 2025, the Company’s consolidated results included $52.2 million of GAAP revenues related to the acquired business. Given the Company operates through one operating and reportable segment, the impact of the IPI Acquisition to GAAP consolidated net income is not tracked on a standalone basis. The Company incurred $13.6 million and $8.6 million of acquisition-related costs for the three months ended March 31, 2025, and year ended December 31, 2024, respectively, which costs were included within general, administrative and other expenses in the Company’s consolidated statements of operations.
IPI Earnouts
The earnout liability accrued in connection with the IPI Acquisition is contingent upon additional commitments to the Blue Owl Digital Infrastructure Fund III and is based on the size of these commitments. A portion of this liability pertains to the pro-rated catch-up management fees earned with each subsequent close. These fees are payable in cash and are expected to be paid to the sellers later in 2025, after the Company has collected the catch-up fees from the fund. The remaining earnout liability represents the estimated fair value of additional Common Units the Company anticipates issuing to the sellers (the “IPI Subsequent Payment”). The value of these Common Units is driven by the size of commitments to the Blue Owl Digital Infrastructure Fund III and a portion of such Common Units were issued in April 2025, and the remaining units are expected to be issued later in 2025, following the final closing of the fund.
Intangible Assets, Net
The following table summarizes the Company’s intangible assets, net:
(dollars in thousands)March 31,
2025
December 31,
2024
Remaining Weighted-Average Amortization Period as of March 31, 2025
Intangible assets, gross:
Investment management agreements$3,505,420 $3,265,420 11.5 years
Investor relationships575,300 470,300 8.3 years
Total intangible assets, gross4,080,720 3,735,720 
Accumulated amortization:
Investment management agreements(761,491)(685,765)
Investor relationships(160,950)(147,203)
Total accumulated amortization(922,441)(832,968)
Total Intangible Assets, Net$3,158,279 $2,902,752 
The following table presents expected future amortization of finite-lived intangible assets as of March 31, 2025:
(dollars in thousands)
PeriodAmortization
April 1, 2025 to December 31, 2025$269,923 
2026345,246 
2027325,368 
2028319,543 
2029313,195 
Thereafter1,585,004 
Total$3,158,279 
Pro Forma Financial Information
Unaudited pro forma revenues were $683.5 million and $580.4 million for the three months ended March 31, 2025 and 2024, respectively. Unaudited pro forma net income attributable to Class A stockholders was $7.4 million and $23.2 million for the three months ended March 31, 2025 and 2024, respectively. This pro forma financial information was computed by combining the historical financial information of the Company and the IPI Acquisition as though the acquisition was consummated on January 1, 2024, and as though the Atalaya, KAM and Prima Acquisitions were consummated on January 1, 2023.
These pro forma amounts assume a consistent ownership structure, annual effective tax rates and amortization of the fair value of acquired assets as of each respective acquisition date. The pro forma information does not reflect the potential benefits of
cost and funding synergies, opportunities to earn additional revenues, or other factors, and therefore does not represent what the actual revenues and net income would have been had the businesses actually been combined as of the dates above.