Date of Report (Date of earliest event reported): December 22, 2023
BLUE OWL TECHNOLOGY INCOME CORP.
(Exact name of Registrant as Specified in Its Charter)
Maryland
814-01445
87-1346173
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
399 Park Avenue
New York, NY
10022
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s Telephone Number, Including Area Code: (212) 419-3000
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange
on which registered
None
None
None
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.02. Unregistered Sale of Equity Securities
As of December 1, 2023, Blue Owl Technology Income Corp. (f/k/a Owl Rock Technology Income Corp.) (the “Company,” “we” or “us”) sold unregistered shares of its Class I common stock to feeder vehicles primarily created to hold the Company’s Class I shares. The offer and sale of these Class I shares was exempt from the registration provisions of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) and/or Regulation S thereunder (the “Private Offering”). The following table details the shares sold:
Date of Unregistered Sale
Approximate Number of Shares of Class I Common Stock
Consideration
As of December 1, 2023 (number of shares finalized on December 22, 2023
6,677,054
$
68,907,198
Item 8.01. Other Events.
Distribution
On November 20, 2023, the Company’s board of directors declared the monthly distributions payable on or before January 31, 2024, February 29, 2024 to shareholders of records as of December 29, 2023, and January 31, 2024.
Class of Common Shares
Gross Distributions
Shareholder Servicing Fee (1)
Net Distributions (1)
Class S
$
0.074775
$
0.007133
$
0.067642
Class D
$
0.074775
$
0.002098
$
0.072677
Class I
$
0.074775
$
0.000000
$
0.074775
(1) Based on October 31, 2023 net asset value.
On November 20, 2023, the Company’s board of directors declared the following special distributions payable on or before January 31, 2024 to shareholders of record as of December 29, 2023:
Class of Common Shares
Gross Distributions
Shareholder Servicing Fee
Net Distributions
Class S
$
0.020000
$
0.000000
$
0.020000
Class D
$
0.020000
$
0.000000
$
0.020000
Class I
$
0.020000
$
0.000000
$
0.020000
Status of the Offering
The Company is currently publicly offering on a continuous basis up to $5 billion (the “Offering”) in shares of Class S, Class D and Class I common stock (the “Shares”). Additionally, the Company has sold unregistered Shares as part of the Private Offering. The following table lists the Shares issued and total consideration for both the Offering and the Private Offering as of the date of this filing. The table below does not include Shares issued through the Company’s distribution reinvestment plan.
Offering
Common Shares Issued
Total Consideration
Class S Common Shares
39,654,774
$
403,367,938
Class D Common Shares
2,541,479
25,823,675
Class I Common Shares
16,914,318
170,265,497
Private Offering
Class I Common Shares
131,585,709
1,324,831,648
Total Offering and Private Offering*
190,696,280
$
1,924,288,758
*Includes seed capital of $1,000 contributed by Blue Owl Technology Credit Advisors LLC (f/k/a Owl Rock Technology Advisors LLC), an affiliate of Blue Owl Technology Credit Advisors II LLC (f/k/a Owl Rock Technology Advisors II LLC) (the “Adviser”), in September 2021 and approximately $50.0 million in gross proceeds raised from entities affiliated with the Adviser.
Recent Blue Owl Credit Transaction Highlights1
In November 2023, Blue Owl closed on a $2.7 billion senior secured credit facility as the Administrative Agent and Joint Lead Arranger in support of Francisco Partners’ and TPG’s take-private acquisition of New Relic. New Relic is a leading provider of monitoring and observability for applications, infrastructure, mobile, browser, and server monitoring..
1
The information provided, including dollar amounts, represents the aggregated investment of all participating vehicles, including the Company, that are part of Blue Owl’s Credit platform. The final dollar amount of the Company’s portion of the investment will be determined and disclosed in the Company’s future periodic reports.
December 1, 2023 Public Offering Price
In accordance with the Company’s share pricing policy, we intend to sell our shares on the first business day of each month at a net offering price that we believe reflects the net asset value per share at the end of the preceding month. The November 1, 2023 public offering price for each of our share classes is equal to such class’s NAV per share as of November 30, 2023, plus applicable maximum upfront sales load.
Net Asset Value (per share)
Class S
$10.32
Class D
$10.32
Class I
$10.32
The average debt-to-equity leverage ratio during the month-to-date period ended November 30, 2023 was 0.69x. The table below summarizes the company’s committed debt capacity and drawn amounts as of November 30, 2023.
($ in thousands)
Aggregate Principal Committed
Outstanding Principal
Revolving Credit Facility
$
875,000
$
555,463
SPV Asset Facility I
750,000
580,000
SPV Asset Facility II
250,000
130,000
July 2026 Unsecured Notes
100,000
100,000
Total Debt
$
1,975,000
$
1,365,463
Of the Company’s committed debt capacity, $1.3 billion (92.7%) is in secured floating rate leverage based on drawn amounts.
Portfolio Update
As of November 30, 2023, we had debt investments in 108 portfolio companies with an aggregate par value of $3.0 billion. As of November 30, 2023, based on par value, our portfolio consisted of 84.5% first lien debt investments, 7.8% second lien debt investments, 6.5% preferred equity investments and 1.2% common equity investments. As of November 30, 2023, 100% of the debt investments based on par value in our portfolio were at floating rates. The table below describes investments by industry composition based on par value, excluding equity investments, as of November 30, 2023.
Industry
Par
($ in thousands)
% of Par
Systems Software
$
697,695
23.6
%
Application Software
383,019
12.9
%
Health Care Technology
295,924
10.0
%
Insurance
206,742
7.0
%
IT Services
162,509
5.5
%
Food & Staples Retailing
145,369
4.9
%
Professional services
126,485
4.3
%
Commercial Services & Supplies
124,910
4.2
%
Health Care Providers & Services
117,157
4.0
%
Electrical Equipment
100,000
3.4
%
Diversified Financial Services
86,903
2.9
%
Real Estate Management & Development
74,901
2.5
%
Health Care Equipment & Supplies
61,606
2.1
%
Banks
60,994
2.1
%
Aerospace & Defense
60,153
2.0
%
Life Sciences Tools & Services
58,011
2.0
%
Beverages
50,000
1.7
%
Diversified Consumer Services
37,686
1.3
%
Containers & Packaging
26,643
0.9
%
Buildings & Real Estate
20,905
0.7
%
Construction & Engineering
18,329
0.6
%
Machinery
18,104
0.6
%
Building Products
10,217
0.3
%
Pharmaceuticals
8,664
0.3
%
Energy Equipment & Services
4,987
0.2
%
Total
$
2,957,913
100.0
%
Past performance is not necessarily indicative of future performance, and there can be no assurance that we will achieve comparable investment results, or that any targeted returns will be met.
Statements contained herein that are not historical facts are based on current expectations, estimates, projections, opinions, and/or beliefs of our management. Such statements involve known and unknown risks, uncertainties, and
other factors, and undue reliance should not be placed thereon. Certain information contained herein constitutes “forward-looking statements,” which can be identified by the use of terms such as “may”, “will”, “should”, “expect”, “project”, “estimate”, “intend”, “continue”, “target”, or “believe” (or the negatives thereof) or other variations thereon or comparable terminology. Due to various risks and uncertainties, actual events or results or our actual performance may differ materially from those reflected or contemplated in such forward-looking statements. As a result, investors should not rely on such forward-looking statements in making their investment decisions.
The estimates presented above are based on management’s preliminary determinations only and, consequently, the data set forth in our Form 10-Q or 10-K may differ from these estimates, and any such differences may be material. In addition, the information presented above does not include all of the information regarding our financial condition and results of operations that may be important to investors. As a result, investors are cautioned not to place undue reliance on the information presented above. The information presented above is based on management’s current expectations that involve substantial risk and uncertainties that could cause actual results to differ materially from the results expressed in, or implied by, such information. We assume no duty to update these preliminary estimates except as required by law.
Neither KPMG LLP, our independent registered public accounting firm, nor any other independent accountants, have audited, reviewed, compiled or performed procedures with respect to the preliminary financial data contained herein. Accordingly, KPMG LLP does not express an opinion or any form of assurance with respect thereto and assumes no responsibility for, and disclaims any association with, this information.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be singed on its behalf by the undersigned thereunto duly authorized.
Blue Owl Technology Income Corp.
Dated:
December 26, 2023
By:
/s/ Bryan Cole
Name: Bryan Cole
Title: Chief Financial Officer and Chief Operating Officer