Filing Summary
Registrant: Owl Rock Technology Finance Corp. (now associated with Blue Owl Technology Finance Corp.)
Filing: Form 8-K filed December 17, 2020, reporting completion of a debt offering and creation of related financial obligations.
Business Context and Reporting Period
The company completed a private placement of $375 million aggregate principal amount of 3.75% notes due 2026. The notes were issued under an existing indenture and sold to qualified institutional buyers under Rule 144A and related Securities Act exemptions. The filing does not provide operating results for a quarterly or annual reporting period.
Key Financial Metrics and Capitalization
| Item | Reported amount or terms |
|---|---|
| Notes issued | $375 million principal amount |
| Net proceeds | Approximately $367 million |
| Offering fees and estimated expenses | Approximately $850,000, in addition to other fees paid to initial purchasers |
| Interest rate | 3.75% annually, payable semi-annually beginning June 17, 2021 |
| Maturity | June 17, 2026 |
| Existing 6.75% notes due 2025 | $210 million outstanding as of September 30, 2020 |
| Existing 4.75% notes due 2025 | $400 million outstanding as of September 30, 2020 |
| Wells Fargo revolving credit facility | $69.0 million outstanding as of September 30, 2020 |
| Senior secured revolving credit agreement | $64.6 million outstanding as of September 30, 2020 |
| OR Tech Financing I subsidiary credit agreement | $290 million outstanding as of September 30, 2020 |
The filing does not provide revenue, net investment income, net income, cash flow, margins, asset coverage ratios, or liquidity balances.
Material Changes Versus the Prior Comparable Period
- The company added $375 million of 3.75% unsecured debt due in 2026.
- Net proceeds of approximately $367 million are intended for repayment of a portion of outstanding indebtedness or for general corporate purposes consistent with the company’s investment objectives.
- The new notes rank pari passu with existing unsecured obligations that are not subordinated, including the company’s 2025 notes.
- The notes are effectively subordinated to secured indebtedness and structurally subordinated to obligations of subsidiaries and financing vehicles.
Guidance, Risks, Contingencies, and Unusual Items
- The filing provides no earnings or investment guidance.
- The notes are direct, general unsecured obligations and may be redeemed by the company under the terms of the indenture.
- Noteholders may require repurchase at 100% of principal, plus accrued interest, following a defined change-of-control repurchase event.
- The indenture requires compliance with applicable Investment Company Act asset coverage requirements and imposes specified reporting covenants, subject to limitations and exceptions.
- The notes are not registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption.
- Because secured creditors have priority over collateral and subsidiary creditors have priority over subsidiary assets, recovery for holders of the notes may be limited in an insolvency or enforcement scenario.
Investor Verification Items
- Verify the final use of the approximately $367 million of net proceeds and the amount of debt actually repaid.
- Review the Third Supplemental Indenture for redemption terms, covenants, change-of-control provisions, and default provisions.
- Reconcile the September 30, 2020 debt balances with subsequent balance-sheet disclosures.
- Monitor compliance with asset coverage requirements and the company’s secured and subsidiary-level borrowings.
- Confirm the registrant’s current legal name and any subsequent amendments or refinancing activity.