UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 – Entry into a Material Definitive Agreement
On April 4, 2024, Blue Owl Technology Finance Corp. II (the “Company”) completed its previously announced offering of $700.0 million aggregate principal amount of its 6.750% notes due 2029 (the “Notes”). The offering was consummated pursuant to the terms of a purchase agreement (the “Purchase Agreement”) dated March 27, 2024 among the Company and Blue Owl Technology Credit Advisors II LLC (the “Adviser”), on the one hand, and Mizuho Securities USA LLC, Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, SMBC Nikko Securities America, Inc. and Truist Securities, Inc., as representatives of the several initial purchasers listed on Schedule 1 thereto (the “Initial Purchasers”), on the other hand. The Purchase Agreement provided for the Notes to be issued to the Initial Purchasers in a private placement in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and for initial resale by the Initial Purchasers to qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A promulgated under the Securities Act. The Company relied upon these exemptions from registration based in part on representations made by the Initial Purchasers. The Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration.
The net proceeds from the sale of the Notes were approximately $682.6 million, after deducting the fees paid to the Initial Purchasers and estimated offering expenses of approximately $2.0 million, each payable by the Company. The Company intends to use the net proceeds to pay down a portion of its existing indebtedness under a revolving credit facility secured by a perfected first priority security interest in the Company’s right, title and interest in and to the capital commitments of the Company’s investors (the “Subscription Credit Facility”), which matures on February 14, 2025, and/or other secured financings. Amounts drawn under the Subscription Credit Facility bear interest at either SOFR, the Prime Rate, the Federal Funds Rate, the adjusted Eurocurrency Rate, or adjusted SONIA plus an applicable margin. As of December 31, 2023, the Company had $800.0 million outstanding under the Subscription Credit Facility.
The Notes were issued pursuant to an Indenture dated as of April 4, 2024 (the “Base Indenture”), between the Company and Deutsche Bank Trust Company Americas (the “Trustee”), and a First Supplemental Indenture, dated as of April 4, 2024 (the “First Supplemental Indenture” and together with the Base Indenture, the “Indenture”), between the Company and the Trustee. The Notes will mature on April 4, 2029 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the Indenture. The Notes bear interest at a rate of 6.750% per year payable semi-annually on April 4 and October 4 of each year, commencing on October 4, 2024. The Notes will be the Company’s direct, general unsecured obligations and will rank senior in right of payment to all of the Company’s future indebtedness or other obligations that are expressly subordinated, or junior, in right of payment to the Notes. The Notes will rank pari passu, or equal, in right of payment with all of the Company’s existing and future indebtedness or other obligations that are not so subordinated, or junior to the Notes, including, without limitation, the Company’s 8.50% notes due 2028, of which $75.0 million was outstanding as of December 31, 2023. The Notes will rank effectively subordinated, or junior, to any of the Company’s future secured indebtedness or other obligations (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, including, without limitation, borrowings under a senior secured revolving credit facility, of which approximately $288.4 million was outstanding as of December 31, 2023, and the Subscription Credit Facility. The Notes will rank structurally subordinated, or junior, to all existing and future indebtedness and other obligations (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities, including, without limitation borrowings under the Company’s two special purpose vehicle asset credit facilities, of which approximately $600.0 million was outstanding as of December 31, 2023, and the Company’s collateralized loan obligation transaction, Athena CLO II, of which approximately $288.0 million was outstanding as of December 31, 2023.
The Indenture contains certain covenants, including covenants requiring the Company to (i) comply with Section 18(a)(1)(A) of the Investment Company Act of 1940, as amended (the “1940 Act), as modified by Section 61(a) of the 1940 Act, for the period of time during which the Notes are outstanding, whether or not it is subject to those requirements, and (ii) provide financial information to the holders of the Notes and the Trustee if the Company is no longer subject to the reporting requirements under the Securities Exchange Act of 1934, as amended. These covenants are subject to important limitations and exceptions that are described in the Indenture.
In addition, if a change of control repurchase event, as defined in the Indenture, occurs prior to maturity, holders of the Notes will have the right, at their option, to require the Company to repurchase for cash some or all of the Notes at a repurchase price equal to 100% of the aggregate principal amount of the Notes being repurchased, plus accrued and unpaid interest to, but not including, the repurchase date.
A copy of the Base Indenture and First Supplemental Indenture are attached hereto as Exhibits 4.1 and 4.2, respectively and are incorporated herein by reference. The description of the Notes contained in this Form 8-K is qualified in its entirety by reference to the foregoing.
Registration Rights Agreement
In connection with the offering, the Company entered into a Registration Rights Agreement, dated as of April 4, 2024 (the “Registration Rights Agreement”), with Mizuho Securities USA LLC, Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, SMBC Nikko Securities America, Inc. and Truist Securities, Inc., as representatives of the Initial Purchasers. Pursuant to the Registration Rights Agreement, the Company is obligated to file with the Securities and Exchange Commission a registration statement with respect to an offer to exchange the Notes for a new issue of debt securities registered under the Securities Act with terms substantially identical to those of the Notes (except for provisions relating to transfer restrictions and payment of additional interest) and to use its commercially reasonable efforts to consummate such exchange offer on the earliest practicable date after the registration statement has been declared effective but in no event later than 365 days after the initial issuance of the Notes. If the Company fails to satisfy its registration obligations under the Registration Rights Agreement, it will be required to pay additional interest to the holders of the Notes.
The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Registration Rights Agreement, filed as an exhibit hereto and incorporated by reference herein.
Item 2.03 – Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information required by Item 2.03 contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 9.01 – Financial Statements and Exhibits
(d) Exhibits
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BLUE OWL TECHNOLOGY FINANCE CORP. II | ||||||
| Dated: April 4, 2024 | By: | /s/ Jonathan Lamm | ||||
| Name: | Jonathan Lamm | |||||
| Title: | Chief Financial Officer and Chief Operating Officer | |||||